Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2019 | |
Document And Entity Information [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2019 |
Entity Registrant Name | STONEMOR PARTNERS LP |
Entity Central Index Key | 0001286131 |
Entity Filer Category | Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Tax Identification Number | 80-0103159 |
Entity Address, Address Line One | 3600 Horizon Boulevard |
Entity Address, City or Town | Trevose |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 19053 |
City Area Code | 215 |
Local Phone Number | 826-2800 |
Entity Incorporation, State or Country Code | DE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||
Cash and cash equivalents, excluding restricted cash | $ 43,515 | $ 18,147 | $ 6,821 |
Restricted cash | 20,580 | ||
Accounts receivable, net of allowance | 61,470 | 57,928 | 79,116 |
Prepaid expenses | 5,630 | 4,475 | 4,580 |
Assets held for sale | 757 | 1,016 | |
Other current assets | 18,148 | 17,766 | 21,453 |
Total current assets | 149,343 | 98,316 | 112,986 |
Long-term accounts receivable, net of allowance | 78,138 | 87,148 | 105,935 |
Cemetery property | 328,612 | 330,841 | 333,404 |
Property and equipment, net of accumulated depreciation | 108,992 | 112,716 | 114,090 |
Merchandise trusts, restricted, at fair value | 519,529 | 488,248 | 515,456 |
Perpetual care trusts, restricted, at fair value | 343,028 | 330,562 | 339,928 |
Deferred selling and obtaining costs | 113,601 | 112,660 | 126,398 |
Deferred tax assets | 55 | 86 | 84 |
Goodwill | 24,862 | 24,862 | |
Intangible assets | 56,562 | 61,421 | 63,244 |
Other assets | 32,663 | 22,241 | 19,695 |
Total assets | 1,730,523 | 1,669,101 | 1,756,082 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 64,585 | 59,035 | 43,023 |
Accrued interest | 1,967 | 1,781 | |
Current portion, long-term debt | 503 | 798 | 1,002 |
Total current liabilities | 65,088 | 61,800 | 45,806 |
Long-term debt, net of deferred financing costs | 362,173 | 320,248 | 317,693 |
Deferred revenues | 943,555 | 914,286 | 912,626 |
Deferred tax liabilities | 11,264 | 6,675 | 9,638 |
Perpetual care trust corpus | 343,028 | 330,562 | 339,928 |
Other long-term liabilities | 51,940 | 42,108 | 38,695 |
Total liabilities | 1,777,048 | 1,675,679 | 1,664,386 |
Commitments and contingencies | |||
Redeemable convertible preferred units: | |||
Total redeemable convertible preferred units | 57,500 | ||
Partners’ deficit : | |||
General partner interest | (5,026) | (4,008) | (2,959) |
Common limited partners’ interest | (98,999) | (2,570) | 94,655 |
Total partners’ deficit | (104,025) | (6,578) | 91,696 |
Total liabilities, redeemable convertible preferred units and partners’ deficit | 1,730,523 | 1,669,101 | $ 1,756,082 |
Scenario Previously Reported [Member] | |||
Current assets: | |||
Other current assets | $ 17,009 | ||
Series A Preferred Units | |||
Redeemable convertible preferred units: | |||
Total redeemable convertible preferred units | $ 57,500 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||||||
Revenues | $ 73,151 | $ 73,185 | $ 223,115 | $ 232,701 | $ 316,126 | $ 338,227 |
Costs and Expenses: | ||||||
Cost of goods sold | 10,677 | 12,866 | 31,263 | 39,387 | 54,647 | 51,899 |
Total costs and expenses | 18,362 | 19,407 | 57,245 | 57,828 | 348,516 | 348,900 |
Selling expense | 14,609 | 14,251 | 44,839 | 47,673 | 62,538 | 66,083 |
General and administrative expense | 11,033 | 10,916 | 33,430 | 32,037 | 43,081 | 39,111 |
Corporate overhead | 11,595 | 12,876 | 38,145 | 39,868 | 53,281 | 51,964 |
Depreciation and amortization | 2,647 | 2,737 | 8,120 | 8,853 | 11,736 | 13,183 |
Total costs and expenses | 79,592 | 83,201 | 245,678 | 259,481 | ||
Other gains (losses), net | (129) | 702 | (3,558) | (4,503) | ||
Operating loss | (6,570) | (9,314) | (26,121) | (31,283) | (43,894) | (57,434) |
Interest expense | (12,765) | (7,638) | (35,282) | (22,858) | (30,602) | (27,345) |
Loss on debt extinguishment | (8,478) | |||||
Loss on impairment of goodwill | (24,862) | (24,862) | (45,574) | |||
Loss from operations before income taxes | (44,197) | (16,952) | (94,743) | (54,141) | (74,496) | (84,779) |
Income tax benefit (expense) | 1,545 | (273) | (4,841) | 1,976 | 1,797 | 9,621 |
Net loss | (42,652) | (17,225) | (99,584) | (52,165) | (72,699) | (75,158) |
General partner’s interest in net loss for the period | (426) | (179) | (1,018) | (543) | 757 | 782 |
Limited partners’ interest | $ (42,226) | $ (17,046) | $ (98,566) | $ (51,622) | $ (71,942) | $ (74,376) |
Net loss per limited partner unit (basic and diluted) | $ (1.09) | $ (0.45) | $ (2.56) | $ (1.36) | $ (1.90) | $ (1.96) |
Weighted average number of limited partners’ units outstanding (basic and diluted) | 38,916 | 37,959 | 38,438 | 37,959 | 37,959 | 37,948 |
Gain on acquisitions and divestitures | $ 691 | $ 858 | ||||
Other losses, net | (12,195) | (2,045) | ||||
Cemetery | ||||||
Revenues: | ||||||
Revenues | $ 60,750 | $ 61,405 | $ 184,288 | $ 191,328 | 261,935 | 276,696 |
Costs and Expenses: | ||||||
Total costs and expenses | 78,708 | 76,857 | ||||
Depreciation and amortization | 1,853 | 1,858 | 5,735 | 6,043 | 8,037 | 8,909 |
Operating costs and expenses | 54,681 | 57,440 | 166,777 | 176,925 | 238,974 | 233,950 |
Cemetery | Interments | ||||||
Revenues: | ||||||
Revenues | 15,605 | 17,716 | 52,544 | 58,130 | 76,902 | 75,077 |
Cemetery | Merchandise | ||||||
Revenues: | ||||||
Revenues | 18,014 | 18,023 | 51,870 | 51,766 | 75,412 | 75,602 |
Cemetery | Services | ||||||
Revenues: | ||||||
Revenues | 17,068 | 16,419 | 50,400 | 50,647 | 67,278 | 70,704 |
Cemetery | Investment and other | ||||||
Revenues: | ||||||
Revenues | 10,063 | 9,247 | 29,474 | 30,785 | 42,343 | 55,313 |
Funeral Home | ||||||
Revenues: | ||||||
Revenues | 12,401 | 11,780 | 38,827 | 41,373 | 54,191 | 61,531 |
Costs and Expenses: | ||||||
Depreciation and amortization | 602 | 652 | 1,788 | 2,066 | 2,744 | 3,080 |
Operating costs and expenses | 10,669 | 10,148 | 32,636 | 33,835 | 44,525 | 49,803 |
Loss on impairment of goodwill | (45,574) | |||||
Funeral Home | Merchandise | ||||||
Revenues: | ||||||
Revenues | 5,572 | 5,581 | 17,920 | 19,532 | 25,652 | 27,767 |
Costs and Expenses: | ||||||
Total costs and expenses | 6,579 | 7,131 | ||||
Operating costs and expenses | 1,896 | 1,341 | 5,227 | 4,927 | ||
Funeral Home | Services | ||||||
Revenues: | ||||||
Revenues | 6,829 | 6,199 | 20,907 | 21,841 | 28,539 | 33,764 |
Costs and Expenses: | ||||||
Total costs and expenses | 22,159 | 22,929 | ||||
Operating costs and expenses | 5,351 | 5,493 | 16,363 | 16,593 | ||
Funeral Home | Investment and other | ||||||
Costs and Expenses: | ||||||
Total costs and expenses | $ 15,787 | $ 19,743 | ||||
Operating costs and expenses | $ 3,422 | $ 3,314 | $ 11,046 | $ 12,315 |
CONSOLIDATED STATEMENTS OF PREF
CONSOLIDATED STATEMENTS OF PREFERRED UNITS AND PARTNERS EARNINGS (DEFICIT) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Beginning Balance | $ (3,444) | $ (28,835) | $ (6,578) | $ 13,460 | $ 30,572 | $ 45,834 | $ 91,696 | $ (6,578) | $ 91,696 | $ 91,696 | ||
Cumulative effect of accounting change | (28,097) | (28,097) | ||||||||||
Beginning Balance, Adjusted | 63,599 | 63,599 | 63,599 | |||||||||
Common unit awards under incentive plans | 248 | 2,289 | 277 | 113 | 1,755 | 158 | 2,522 | $ 1,045 | ||||
Units repurchased and retired related to unit-based compensation | (677) | |||||||||||
Issuance of Series A convertible preferred units, net of issuance | 57,500 | |||||||||||
Net loss | (42,652) | (34,398) | (22,534) | (20,534) | (17,225) | (17,017) | (17,923) | $ (45,439) | (99,584) | (52,165) | (72,699) | (75,158) |
Ending Balance | (46,525) | (3,444) | $ (28,835) | $ (6,578) | $ 13,460 | $ 30,572 | $ 45,834 | $ 91,696 | (46,525) | $ 13,460 | $ (6,578) | $ 91,696 |
Outstanding Preferred Units | Redeemable Convertible Preferred Unit | ||||||||||||
Beginning Balance | $ 57,500 | |||||||||||
Beginning Balance (in units) | 52,083,333 | |||||||||||
Issuance of Series A convertible preferred units, net of issuance | $ 57,500 | |||||||||||
Issuance of Series A convertible preferred units, net of issuance (in units) | 52,083,333 | |||||||||||
Ending Balance | $ 57,500 | $ 57,500 | $ 57,500 | |||||||||
Ending Balance (in units) | 52,083,333 | 52,083,333 | 52,083,333 | |||||||||
Outstanding Common Units | ||||||||||||
Beginning Balance (in units) | 39,533,847 | 38,260,471 | 37,958,645 | 37,958,645 | 37,958,645 | 37,958,645 | 37,957,936 | 37,958,645 | 37,957,936 | 37,957,936 | 37,863,496 | |
Common unit awards under incentive plans | $ 31,983 | |||||||||||
Common unit awards under incentive plans (in units) | 1,273,376 | 301,826 | 709 | 709 | 16,098 | |||||||
Units repurchased and retired related to unit-based compensation ( in units) | (376) | |||||||||||
Ending Balance (in units) | 39,565,454 | 39,533,847 | 38,260,471 | 37,958,645 | 37,958,645 | 37,958,645 | 37,958,645 | 37,957,936 | 39,565,454 | 37,958,645 | 37,958,645 | 37,957,936 |
Common Limited Partners | ||||||||||||
Beginning Balance | $ (56,347) | $ (24,593) | $ (2,570) | $ 17,254 | $ 34,187 | $ 49,272 | $ 94,655 | $ (2,570) | $ 94,655 | $ 94,655 | ||
Cumulative effect of accounting change | (27,805) | (27,805) | ||||||||||
Beginning Balance, Adjusted | 66,850 | 66,850 | 66,850 | |||||||||
Common unit awards under incentive plans | 250 | 2,287 | 277 | 113 | 1,755 | 158 | 2,522 | $ 1,045 | ||||
Units repurchased and retired related to unit-based compensation | (677) | |||||||||||
Net loss | (42,225) | (34,041) | (22,300) | (17,046) | (16,840) | (17,736) | (71,942) | (74,376) | ||||
Ending Balance | (98,999) | (56,347) | (24,593) | (2,570) | 17,254 | 34,187 | 49,272 | $ 94,655 | (98,999) | 17,254 | (2,570) | 94,655 |
General Partner | ||||||||||||
Beginning Balance | (4,597) | (4,242) | (4,008) | (3,794) | (3,615) | (3,438) | (2,959) | (4,008) | (2,959) | (2,959) | ||
Cumulative effect of accounting change | (292) | (292) | ||||||||||
Beginning Balance, Adjusted | (3,251) | (3,251) | (3,251) | |||||||||
Common unit awards under incentive plans | (2) | 2 | ||||||||||
Net loss | (427) | (357) | (234) | (179) | (177) | (187) | (757) | (782) | ||||
Ending Balance | $ (5,026) | $ (4,597) | $ (4,242) | $ (4,008) | $ (3,794) | $ (3,615) | $ (3,438) | $ (2,959) | $ (5,026) | $ (3,794) | $ (4,008) | $ (2,959) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows From Operating Activities: | ||||
Net loss | $ (99,584) | $ (52,165) | $ (72,699) | $ (75,158) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Cost of lots sold | 5,339 | 5,850 | 7,808 | 10,525 |
Depreciation and amortization | 8,120 | 8,853 | 11,736 | 13,183 |
Provision for cancellations | 5,380 | 3,776 | 7,358 | 6,244 |
Non-cash compensation expense | 2,814 | 2,026 | 2,523 | 1,045 |
Loss on debt extinguishment | 8,478 | |||
Loss on impairment of goodwill | 24,862 | 45,574 | ||
Non-cash interest expense | 12,435 | 4,576 | 5,985 | 4,479 |
Non-cash impairment charge and other losses, net | 3,558 | 4,503 | ||
Changes in assets and liabilities: | ||||
Accounts receivable, net of allowance | (14,305) | 5,574 | 4,498 | (17,074) |
Merchandise trust fund | (11,137) | (6,917) | 4,295 | 46,695 |
Other assets | (1,339) | (2,047) | 2,618 | 1,410 |
Deferred selling and obtaining costs | (1,850) | (4,780) | (4,819) | (9,508) |
Deferred revenues | 23,860 | 40,361 | 37,405 | (9,049) |
Deferred taxes, net | 4,620 | (2,545) | (2,591) | (10,439) |
Payables and other liabilities | 1,994 | 12,346 | 10,836 | 6,064 |
Gain on acquisitions and divestitures | (691) | (858) | ||
Other losses, net | 12,195 | 1,843 | ||
Net cash (used in) provided by operating activities | (26,755) | 19,411 | 26,457 | 14,976 |
Cash Flows From Investing Activities: | ||||
Cash paid for capital expenditures | (5,743) | (10,164) | (12,172) | (10,789) |
Cash paid for acquisitions | (1,667) | (1,667) | ||
Proceeds from divestitures | 1,250 | 1,241 | ||
Proceeds from asset sales | 954 | 1,276 | 627 | |
Net cash used in investing activities | (4,493) | (10,877) | (12,563) | (8,921) |
Cash Flows From Financing Activities: | ||||
Proceeds from issuance of redeemable convertible preferred units, net | 57,500 | |||
Proceeds from borrowings | 406,087 | 23,880 | 29,880 | 103,292 |
Repayments of debt | (366,644) | (27,924) | (28,493) | (88,951) |
Principal payment on finance leases | (1,098) | |||
Cost of financing activities | (17,972) | (3,268) | (3,955) | (1,600) |
Units repurchased and retired related to unit-based compensation | (677) | |||
Net cash provided by (used in) financing activities | 77,196 | (7,312) | (2,568) | (11,804) |
Cash distributions | (24,545) | |||
Net increase in cash, cash equivalents and restricted cash | 45,948 | 1,222 | 11,326 | (5,749) |
Cash, cash equivalents and restricted cash—Beginning of period | 18,147 | 6,821 | 6,821 | 12,570 |
Cash, cash equivalents and restricted cash—End of period | 64,095 | 8,043 | 18,147 | 6,821 |
Supplemental disclosure of cash flow information: | ||||
Cash paid during the period for interest | 24,444 | 15,809 | 25,606 | 22,901 |
Cash paid during the period for income taxes | 1,470 | 1,517 | 1,725 | 2,756 |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | 2,759 | |||
Operating cash flows from finance leases | 370 | |||
Financing cash flows from finance leases | 1,098 | |||
Non-cash investing and financing activities: | ||||
Acquisition of assets by financing | $ 2,234 | 1,620 | 2,673 | 2,705 |
Classification of assets as held for sale | $ 543 | $ 543 | $ 1,016 |
CONSOLIDATED STATEMENTS OF PART
CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL - USD ($) $ in Thousands | Total | Outstanding Common Units | Common Limited Partners | General Partner |
Beginning Balance at Dec. 31, 2016 | $ 190,354 | $ 192,268 | $ (1,914) | |
Beginning Balance (in units) at Dec. 31, 2016 | 37,863,496 | |||
Issuance of common units | 744 | 744 | ||
Common unit awards under incentive plans | 1,045 | 1,045 | ||
Common unit awards under incentive plans (in units) | 16,098 | |||
Net loss | (75,158) | (74,376) | (782) | |
Cash distributions | (24,545) | (24,282) | (263) | |
Unit distributions paid in kind | $ (744) | (744) | ||
Unit distributions paid in kind (in units) | 78,342 | 78,342 | ||
Ending Balance at Dec. 31, 2017 | $ 91,696 | 94,655 | (2,959) | |
Ending Balance (in units) at Dec. 31, 2017 | 37,957,936 | |||
Cumulative effect of accounting change | (28,097) | (27,805) | (292) | |
Beginning Balance, Adjusted at Dec. 31, 2017 | 63,599 | 66,850 | (3,251) | |
Common unit awards under incentive plans | 158 | 158 | ||
Common unit awards under incentive plans (in units) | 709 | |||
Net loss | (17,923) | (17,736) | (187) | |
Ending Balance (in units) at Mar. 31, 2018 | 37,958,645 | |||
Beginning Balance at Dec. 31, 2017 | 91,696 | 94,655 | (2,959) | |
Beginning Balance (in units) at Dec. 31, 2017 | 37,957,936 | |||
Beginning Balance, Adjusted at Dec. 31, 2017 | 63,599 | 66,850 | (3,251) | |
Net loss | (52,165) | |||
Ending Balance (in units) at Sep. 30, 2018 | 37,958,645 | |||
Beginning Balance at Dec. 31, 2017 | 91,696 | 94,655 | (2,959) | |
Beginning Balance (in units) at Dec. 31, 2017 | 37,957,936 | |||
Cumulative effect of accounting change | (28,097) | (27,805) | (292) | |
Beginning Balance, Adjusted at Dec. 31, 2017 | 63,599 | 66,850 | (3,251) | |
Common unit awards under incentive plans | 2,522 | 2,522 | ||
Common unit awards under incentive plans (in units) | 709 | |||
Net loss | (72,699) | (71,942) | (757) | |
Ending Balance at Dec. 31, 2018 | (6,578) | (2,570) | (4,008) | |
Ending Balance (in units) at Dec. 31, 2018 | 37,958,645 | |||
Beginning Balance (in units) at Mar. 31, 2018 | 37,958,645 | |||
Common unit awards under incentive plans | 1,755 | 1,755 | ||
Net loss | (17,017) | (16,840) | (177) | |
Ending Balance (in units) at Jun. 30, 2018 | 37,958,645 | |||
Common unit awards under incentive plans | 113 | 113 | ||
Net loss | (17,225) | (17,046) | (179) | |
Ending Balance (in units) at Sep. 30, 2018 | 37,958,645 | |||
Net loss | (20,534) | |||
Ending Balance at Dec. 31, 2018 | (6,578) | (2,570) | (4,008) | |
Ending Balance (in units) at Dec. 31, 2018 | 37,958,645 | |||
Common unit awards under incentive plans | 277 | 277 | ||
Common unit awards under incentive plans (in units) | 301,826 | |||
Net loss | (22,534) | (22,300) | (234) | |
Ending Balance (in units) at Mar. 31, 2019 | 38,260,471 | |||
Beginning Balance at Dec. 31, 2018 | (6,578) | (2,570) | (4,008) | |
Beginning Balance (in units) at Dec. 31, 2018 | 37,958,645 | |||
Net loss | (99,584) | |||
Ending Balance at Sep. 30, 2019 | (104,025) | |||
Ending Balance (in units) at Sep. 30, 2019 | 39,565,454 | |||
Beginning Balance (in units) at Mar. 31, 2019 | 38,260,471 | |||
Common unit awards under incentive plans | 2,289 | 2,287 | 2 | |
Common unit awards under incentive plans (in units) | 1,273,376 | |||
Net loss | (34,398) | (34,041) | (357) | |
Ending Balance (in units) at Jun. 30, 2019 | 39,533,847 | |||
Common unit awards under incentive plans | 248 | $ 31,983 | 250 | (2) |
Net loss | (42,652) | $ (42,225) | $ (427) | |
Ending Balance at Sep. 30, 2019 | $ (104,025) | |||
Ending Balance (in units) at Sep. 30, 2019 | 39,565,454 |
IMPAIRMENT & OTHER LOSSES
IMPAIRMENT & OTHER LOSSES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Production Related Impairments Or Charges [Abstract] | ||
IMPAIRMENT & OTHER LOSSES | 2. IMPAIRMENT & OTHER LOSSES Goodwill Impairment Assessment Due to a decline in the market value of the Partnership’s unit values and the Partnership’s significant under-performance relative to historical or projected future operating results noted during the nine months ended September 30, 2019, management conducted an interim goodwill impairment assessment as of September 30, 2019. As a result of such assessment, management concluded on November 4, 2019 that the carrying value of its Cemetery Operations reporting unit exceeded its fair value, and the Partnership’s goodwill was fully impaired as of September 30, 2019. The Partnership recognized a $24.9 million impairment charge included in Loss on impairment of goodwill in the accompanying unaudited condensed consolidated statement of operations during the three and nine months ended September 30, 2019. Impairment of Long-Lived Assets The Partnership recorded an impairment of cemetery property due to circumstances that indicated the assets’ carrying value may not be recovered. The Partnership recorded a $1.5 million impairment charge included in Other losses, net on the accompanying unaudited condensed consolidated statement of operations during the nine months ended September 30, 2019, as the sum of future undiscounted cash flows was less than the carrying value of the assets. Termination of Management Agreement The Partnership operates certain of its cemeteries under long-term leases, operating agreements and management agreements . On May 10, 2019, the Partnership terminated one of the management agreements and recorded a $2.1 million loss, which is included in Other losses, net on the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2019. | 3. IMPAIRMENT & OTHER LOSSES Inventory Merchandise is sold to both at-need and pre-need customers. Merchandise allocated to service pre-need contractual obligations is recorded at cost and managed and stored by the Partnership until the Partnership services the underlying customer contract. Merchandise stored at certain locations may be exposed to changes in weather conditions. Primarily due to weather related deterioration over a number of years, the Partnership recorded inventory impairment charges of approximately $3.4 million for the year ended December 31, 2018. This impairment loss related to damaged and excess inventory and is included in cost of goods sold for the year ended December 31, 2018 in the accompanying consolidated statements of operations as this merchandise was utilized to fulfill the Partnership’s contractual obligations to at-need and pre-need customers. Due to enhanced inventory control procedures implemented in late 2018, the Partnership determined that certain merchandise inventory allocated to pre-need customers had been damaged due to weather related deterioration occurring over a number of years or had otherwise been deemed impractical for use by management as a result of past operating practices relating to inventory. During the 2018, the Partnership recorded an estimated impairment loss of approximately $8.9 million related to this damaged and unusable merchandise. The impairment loss is included in other losses in the accompanying consolidated statement of operations for the year ended December 31, 2018. The loss recorded represents management’s best estimate. This impairment was based on estimates and assumptions that have been deemed reasonable by management and included percentages of merchandise deemed unusable. Management’s assessment process relied on estimates and assumptions that are inherently uncertain, and unanticipated events or circumstances may occur that might cause the Partnership to change those estimates and assumptions. Impairment of Long-Lived Assets The Partnership recorded an impairment of cemetery property due to circumstances which indicated that the assets carrying value may not be recovered. The Partnership recorded a $2.8 million impairment charge included in “Other losses, net on the consolidated statement of operations during the year ended December 31, 2018, as the sum of future undiscounted cash flows were less than the carrying value of the asset. Assets Held for Sale The Partnership recorded a loss on impairment of $0.2 million and $1.0 million in December 31, In addition, for those assets that do not currently meet the classification as discontinued operations or held for sale but where, as a result of strategic discussions with third parties, information is identified that an asset may be impaired, an interim assessment of impairment is performed to determine whether the carrying value is impaired. During 2018 and 2017, the Partnership conducted an interim assessment with regards to certain assets held for use. As a result of 2017 assessment of two funeral homes with a net book value of $0.9 million and recognized a loss on impairment of $0.4 million in "Other losses, net" on the consolidated statement of operations during the year ended December 31, 2017, resulting in an updated net book value of $0.5 million. During the year ended December 31, 2018, there was no loss on impairment recognized by Partnership. |
ACCOUNTS RECEIVABLE, NET OF ALL
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE | 3. ACCOUNTS RECEIVABLE, NET OF ALLOWANCE Long-term accounts receivable, net, consisted of the following at the dates indicated (in thousands): September 30, 2019 December 31, 2018 Customer receivables $ 162,967 $ 167,017 Unearned finance income (17,254 ) (17,000 ) Allowance for bad debt (6,105 ) (4,941 ) Accounts receivable, net of allowance 139,608 145,076 Less: Current portion, net of allowance 61,470 57,928 Long-term portion, net of allowance $ 78,138 $ 87,148 Activity in the allowance for bad debt was as follows (in thousands): September 30, 2019 December 31, 2018 Balance, beginning of period $ 4,941 $ 19,795 Cumulative effect of accounting changes — (12,876 ) Provision for bad debt 5,380 7,358 Charge-offs, net (4,216 ) (9,336 ) Balance, end of period $ 6,105 $ 4,941 Management evaluates customer receivables for impairment based upon its historical experience, including the age of the receivables and the customers’ payment histories. | 4. ACCOUNTS RECEIVABLE, NET OF ALLOWANCE Long-term accounts receivable, net, consisted of the following at the dates indicated (in thousands): December 31, 2018 2017 Customer receivables (1) $ 167,017 $ 225,380 Unearned finance income (1) (17,000 ) (20,534 ) Allowance for contract cancellations (1) (4,941 ) (19,795 ) Accounts receivable, net of allowance 145,076 185,051 Less: Current portion, net of allowance 57,928 79,116 Long-term portion, net of allowance $ 87,148 $ 105,935 Activity in the allowance for contract cancellations was as follows (in thousands): Years Ended December 31, 2018 2017 Balance, beginning of period (1) $ 19,795 $ 26,153 Cumulative effect of accounting changes (12,876 ) — Provision for bad debt (1) 7,358 6,244 Charge-offs, net (9,336 ) (12,602 ) Balance, end of period $ 4,941 $ 19,795 (1) Upon adoption of ASC 606, the Partnership reclassified amounts due from customers for unfulfilled performance obligations on cancellable pre-need contracts to deferred revenue, net. As a result, the Partnership also eliminated the allowance for cancellation of these performance obligations. As the Partnership is now presenting the accounts receivable net of cancellable contracts, the allowance for cancellations was removed and the allowance on accounts receivable is represented by the provision for bad debt. |
CEMETERY PROPERTY
CEMETERY PROPERTY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | ||
CEMETERY PROPERTY | 4. CEMETERY PROPERTY Cemetery property consisted of the following at the dates indicated (in thousands): September 30, 2019 December 31, 2018 Cemetery land $ 255,624 $ 255,708 Mausoleum crypts and lawn crypts 72,988 75,133 Cemetery property (1) $ 328,612 $ 330,841 (1) | 5. CEMETERY PROPERTY Cemetery property consisted of the following at the dates indicated (in thousands): December 31, 2018 2017 Cemetery land $ 255,708 $ 256,856 Mausoleum crypts and lawn crypts 75,133 76,548 Cemetery property $ 330,841 $ 333,404 Due to the hurricanes in Florida and Puerto Rico during September 2017, the Partnership incurred damages at certain locations of $0.8 million, which was substantially covered by insurance proceeds. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at the dates indicated (in thousands): September 30, 2019 December 31, 2018 Buildings and improvements $ 130,181 $ 129,971 Furniture and equipment 59,883 58,706 Funeral home land 14,185 14,185 Property and equipment, gross 204,249 202,862 Less: Accumulated depreciation (95,257 ) (90,146 ) Property and equipment, net of accumulated depreciation $ 108,992 $ 112,716 Depreciation expense was $2.3 million for the three months ended September 30, 2019 and 2018 and $7.1 million and $7.5 million for the nine months ended September 30, 2019 and , respectively. | 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following at the dates indicated (in thousands): December 31, 2018 2017 Buildings and improvements $ 129,971 $ 125,337 Furniture and equipment 58,706 57,514 Funeral home land 14,185 14,185 Property and equipment, gross 202,862 197,036 Less: Accumulated depreciation (90,146 ) (82,946 ) Property and equipment, net of accumulated depreciation $ 112,716 $ 114,090 Depreciation expense was $9.9 million and $10.9 million for the years ended December 31, 2018 and 2017, respectively. |
MERCHANDISE TRUSTS
MERCHANDISE TRUSTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Investments Debt And Equity Securities [Abstract] | ||
MERCHANDISE TRUSTS | 6. MERCHANDISE TRUSTS At September 30, 2019 and December 31, 2018, the Partnership’s merchandise trusts consisted of investments in debt and equity marketable securities and cash equivalents, both directly and through mutual and investment funds. All of these investments are carried at fair value. All of these investments are subject to the fair value hierarchy and considered either Level 1 or Level 2 assets pursuant to the three-level hierarchy described in Note 13 Fair Value of Financial Instruments. There were no Level 3 assets. When the Partnership receives a payment from a pre-need customer, the Partnership deposits the amount required by law into the merchandise trusts that may be subject to cancellation on demand by the pre-need customer. The Partnership’s merchandise trusts related to states in which pre-need customers may cancel contracts with the Partnership comprises 53.6% of the total merchandise trust as of September 30, 2019. The merchandise trusts are variable interest entities (“VIE”) of which the Partnership is deemed the primary beneficiary. The assets held in the merchandise trusts are required to be used to purchase the merchandise and provide the services to which they relate. If the value of these assets falls below the cost of purchasing such merchandise and providing such services, the Partnership may be required to fund this shortfall. The Partnership included $9.3 million and $8.7 million of investments held in trust as required by law by the West Virginia Funeral Directors Association at September 30, 2019 and December 31, 2018 respectively, in its merchandise trust assets. These trusts are recognized at their account value, which approximates fair value. A reconciliation of the Partnership’s merchandise trust activities for the nine months ended September 30, 2019 and 2018 is presented below (in thousands): Nine months ended September 30, 2019 2018 Balance—beginning of period $ 488,248 $ 515,456 Contributions 40,440 49,762 Distributions (45,256 ) (53,321 ) Interest and dividends 22,537 20,486 Capital gain distributions 363 405 Realized gains and losses, net 2,063 (258 ) Other than temporary impairment (2,816 ) (11,977 ) Taxes (655 ) (337 ) Fees (3,206 ) (3,049 ) Unrealized change in fair value 17,811 2,860 Balance—end of period $ 519,529 $ 520,027 During the nine months ended September 30, 2019 and 2018, purchases of available for sale securities were approximately $42.2 million and $78.3 million, respectively. During the nine months ended September 30, 2019 and 2018, sales, maturities and paydowns of available for sale securities were approximately $30.7 million and $66.6 million, respectively. Cash flows from pre-need contracts are presented as operating cash flows in the Partnership’s unaudited condensed consolidated statement of cash flows. The cost and market value associated with the assets held in the merchandise trusts as of September 30, 2019 and December 31, 2018 were as follows (in thousands): September 30, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 182,560 $ — $ — $ 182,560 Fixed maturities: U.S. governmental securities 2 488 10 (95 ) 403 Corporate debt securities 2 816 13 (116 ) 713 Total fixed maturities 1,304 23 (211 ) 1,116 Mutual funds—debt securities 1 117,566 4,937 (79 ) 122,424 Mutual funds—equity securities 1 47,346 3,035 (1 ) 50,380 Other investment funds ( 1) 130,952 2,410 (2,524 ) 130,838 Equity securities 1 13,293 1,175 (4 ) 14,464 Other invested assets 2 8,403 16 — 8,419 Total investments $ 501,424 $ 11,596 $ (2,819 ) $ 510,201 West Virginia Trust Receivable 9,328 — — 9,328 Total $ 510,752 $ 11,596 $ (2,819 ) $ 519,529 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of one to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of September 30, 2019, there were $63.3 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 16,903 $ — $ — $ 16,903 Fixed maturities: U.S. governmental securities 2 392 — (147 ) 245 Corporate debt securities 2 1,311 29 (328 ) 1,012 Total fixed maturities 1,703 29 (475 ) 1,257 Mutual funds—debt securities 1 187,840 262 (2,645 ) 185,457 Mutual funds—equity securities 1 45,023 110 (18 ) 45,115 Other investment funds ( 1) 210,655 388 (7,784 ) 203,259 Equity securities 1 18,097 1,327 (213 ) 19,211 Other invested assets 2 8,398 2 (17 ) 8,383 Total investments $ 488,619 $ 2,118 $ (11,152 ) $ 479,585 West Virginia Trust Receivable 8,663 — — 8,663 Total $ 497,282 $ 2,118 $ (11,152 ) $ 488,248 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of two to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2018, there were $71.0 million in unfunded investment commitments to the private credit funds, which are callable at any time. The contractual maturities of debt securities as of September 30, 2019 and December 31, 2018 were as follows below (in thousands): September 30, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 112 $ 30 $ 246 $ 16 Corporate debt securities 96 598 18 — Total fixed maturities $ 208 $ 628 $ 264 $ 16 December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 137 $ 108 $ — Corporate debt securities 68 873 55 16 Total fixed maturities $ 68 $ 1,010 $ 163 $ 16 Temporary Declines in Fair Value The Partnership evaluates declines in fair value below cost for each asset held in the merchandise trusts on a quarterly basis. An aging of unrealized losses on the Partnership’s investments in debt and equity securities within the merchandise trusts as of September 30, 2019 and December 31, 2018 is presented below (in thousands): Less than 12 months 12 months or more Total September 30, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ 110 $ — $ 397 $ 95 $ 507 $ 95 Corporate debt securities 75 6 424 110 499 116 Total fixed maturities 185 6 821 205 1,006 211 Mutual funds—debt securities 15,178 79 — — 15,178 79 Mutual funds—equity securities 242 1 — — 242 1 Other investment funds 69,464 2,524 — — 69,464 2,524 Equity securities 5 4 — — 5 4 Other invested assets — — — — — — Total $ 85,074 $ 2,614 $ 821 $ 205 $ 85,895 $ 2,819 Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 243 $ 147 $ 243 $ 147 Corporate debt securities 103 2 549 326 652 328 Total fixed maturities 103 2 792 473 895 475 Mutual funds—debt securities 46,005 2,011 1,195 634 47,200 2,645 Mutual funds—equity securities 131 18 — — 131 18 Other investment funds 169,929 7,784 — — 169,929 7,784 Equity securities — — 597 213 597 213 Other invested assets — 4 790 13 790 17 Total $ 216,168 $ 9,819 $ 3,374 $ 1,333 $ 219,542 $ 11,152 For all securities in an unrealized loss position, the Partnership evaluated the severity of the impairment and length of time that a security has been in a loss position and concluded the decline in fair value below the asset’s cost was temporary in nature. In addition, the Partnership is not aware of any circumstances that would prevent the future market value recovery for these securities. Other-Than-Temporary Impairment of Trust Assets The Partnership assesses its merchandise trust assets for other-than-temporary declines in fair value on a quarterly basis. During the three months ended September 30, 2019, resulting in an impairment of $0.5 million, with such impairment considered to be other-than-temporary. During the three months ended September 30, 2018, resulting in an impairment of $0.8 million, with such impairment considered to be other-than-temporary. with an aggregate cost basis of approximately $96.7 million and an aggregate fair value of approximatel y $93.9 million , resulting in an impairment of $2.8 million, with such impairment considered to be other-than-temporary. based on its review, that there were 122 securities with an aggregate cost basis of approximately $227.9 million and an aggregate fair value of approximately $215.9 million, resulting in an impairment of $12.0 million, with such impairment considered to be other-than-temporary due to credit indicators. Accordingly, the Partnership adjusted the cost basis of these assets to their current value and offset these changes against deferred merchandise trust revenue. | 7. MERCHANDISE TRUSTS At December 31, 2018 and 2017, the Partnership’s merchandise trusts consisted of investments in debt and equity marketable securities and cash equivalents, both directly as well as through mutual and investment funds. All of these investments are carried at fair value. All of these investments subject to the fair value hierarchy are considered either Level 1 or Level 2 assets pursuant to the three-level hierarchy described in Note 15. There were no Level 3 assets. As discussed in Note 1, when we receive a payment from a customer, we deposit the amount required by law into the merchandise trusts that may be subject to cancellation on demand by the customer. The Partnership’s merchandise trusts related to states in which customers may cancel contracts with us comprise 53.3% of the total merchandise trust as of December 31, 2018. The merchandise trusts are variable interest entities (“VIE”) of which the Partnership is deemed the primary beneficiary. The assets held in the merchandise trusts are required to be used to purchase the merchandise and provide the services to which they relate. If the value of these assets falls below the cost of purchasing such merchandise and providing such services, the Partnership may be required to fund this shortfall. The Partnership included $8.7 million and $9.1 million of investments held in trust as required by law by the West Virginia Funeral Directors Association at December 31, 2018 and December 31, 2017, respectively in its merchandise trust assets. These trusts are recognized at their account value, which approximates fair value. A reconciliation of the Partnership’s merchandise trust activities for the years ended December 31, 2018 and 2017 is presented below (in thousands): Years Ended December 31, 2018 2017 Balance—beginning of period $ 515,456 $ 507,079 Contributions 66,408 59,983 Distributions (79,862 ) (81,634 ) Interest and dividends 27,228 24,762 Capital gain distributions 543 1,149 Realized gains and losses, net (1,012 ) 17,762 Other than temporary impairment (28,555 ) — Taxes (347 ) (1,272 ) Fees (3,855 ) (3,095 ) Unrealized change in fair value (7,756 ) (9,278 ) Balance—end of period $ 488,248 $ 515,456 During the years ended December 31, 2018 and 2017, purchases of available for sale securities were approximately $117.7 million and $374.5 million, respectively. During the years ended December 31, 2018 and 2017, sales, maturities and paydowns of available for sale securities were approximately $109.5 million and $368.1 million, respectively. Cash flows from pre-need contracts are presented as operating cash flows in our consolidated statement of cash flows. The cost and market value associated with the assets held in the merchandise trusts as of December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 16,903 $ — $ — $ 16,903 Fixed maturities: U.S. governmental securities 2 392 - (147 ) 245 Corporate debt securities 2 1,311 29 (328 ) 1,012 Total fixed maturities 1,703 29 (475 ) 1,257 Mutual funds—debt securities 1 187,840 262 (2,645 ) 185,457 Mutual funds—equity securities 1 45,023 110 (18 ) 45,115 Other investment funds (1) 210,655 388 (7,784 ) 203,259 Equity securities 1 18,097 1,327 (213 ) 19,211 Other invested assets 2 8,398 2 (17 ) 8,383 Total investments $ 488,619 $ 2,118 $ (11,152 ) $ 479,585 West Virginia Trust Receivable 8,663 — — 8,663 Total $ 497,282 $ 2,118 $ (11,152 ) $ 488,248 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of two to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2018, there were $71.0 million in unfunded commitments to the private credit funds, which are callable at any time. December 31, 2017 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 10,421 $ — $ — $ 10,421 Fixed maturities: U.S. governmental securities 2 196 1 (65 ) 132 Corporate debt securities 2 1,204 52 (242 ) 1,014 Total fixed maturities 1,400 53 (307 ) 1,146 Mutual funds—debt securities 1 222,450 1,522 (1,211 ) 222,761 Mutual funds—equity securities 1 71,500 2,399 (6,292 ) 67,607 Other investment funds (1) 171,044 522 (401 ) 171,165 Equity securities 1 21,808 2,715 (277 ) 24,246 Other invested assets 2 9,013 — — 9,013 Total investments $ 507,636 $ 7,211 $ (8,488 ) $ 506,359 West Virginia Trust Receivable 9,097 — — 9,097 Total $ 516,733 $ 7,211 $ (8,488 ) $ 515,456 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds which have redemption periods ranging from 1 to 90 days, and private credit funds, which have lockup periods of four to eight years with two potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2017, there were $52.1 million in unfunded commitments to the private credit funds, which are callable at any time. The contractual maturities of debt securities as of December 31, 2018 and 2017 were as follows below (in thousands): December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 137 $ 108 $ — Corporate debt securities 68 873 55 16 Total fixed maturities $ 68 $ 1,010 $ 163 $ 16 December 31, 2017 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 78 $ 54 $ — Corporate debt securities 76 801 125 11 Total fixed maturities $ 76 $ 879 $ 179 $ 11 Temporary Declines in Fair Value The Partnership evaluates declines in fair value below cost for each asset held in the merchandise trusts on a quarterly basis. An aging of unrealized losses on the Partnership’s investments in debt and equity securities within the merchandise trusts as of December 31, 2018 and 2017 is presented below (in thousands): Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 243 $ 147 $ 243 $ 147 Corporate debt securities 103 2 549 326 652 328 Total fixed maturities 103 2 792 473 895 475 Mutual funds—debt securities 46,005 2,011 1,195 634 47,200 2,645 Mutual funds—equity securities 131 18 — — 131 18 Other investment funds 169,929 7,784 — — 169,929 7,784 Equity securities - - 597 213 597 213 Other invested assets - 4 790 13 790 17 Total $ 216,168 $ 9,819 $ 3,374 $ 1,333 $ 219,542 $ 11,152 Less than 12 months 12 months or more Total December 31, 2017 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 112 $ 65 $ 112 $ 65 Corporate debt securities 150 50 361 192 511 242 Total fixed maturities 150 50 473 257 623 307 Mutual funds—debt securities 102,526 912 1,462 299 103,988 1,211 Mutual funds—equity securities 51,196 6,292 — — 51,196 6,292 Other investment funds 48,140 401 — — 48,140 401 Equity securities 2,906 255 390 22 3,296 277 Total $ 204,918 $ 7,910 $ 2,325 $ 578 $ 207,243 $ 8,488 For all securities in an unrealized loss position, the Partnership evaluated the severity of the impairment and length of time that a security has been in a loss position and concluded the decline in fair value below the asset’s cost was temporary in nature. In addition, the Partnership is not aware of any circumstances that would prevent the future market value recovery for these securities. Other-Than-Temporary Impairment of Trust Assets The Partnership assesses its merchandise trust assets for other-than-temporary declines in fair value on a quarterly basis. During the year ended December 31, 2018, the Partnership determined, based on its review, that there were 214 securities with an aggregate cost basis of approximately $285.5 million and an aggregate fair value of approximately $256.9 million, resulting in an impairment of $28.6 million, with such impairment considered to be other-than-temporary due to credit indicators. Accordingly, the Partnership adjusted the cost basis of these assets to their current value and offset this change against deferred merchandise trust revenue. |
PERPETUAL CARE TRUSTS
PERPETUAL CARE TRUSTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Investments Debt And Equity Securities [Abstract] | ||
PERPETUAL CARE TRUSTS | 7 . PERPETUAL CARE TRUSTS At September 30, 2019 and December 31, 2018, the Partnership’s perpetual care trusts consisted of investments in debt and equity marketable securities and cash equivalents, both directly as well as through mutual and investment funds. All of these investments are carried at fair value A reconciliation of the Partnership’s perpetual care trust activities for the nine months ended September 30, 2019 and 2018 is presented below (in thousands): Nine months ended September 30, 2019 2018 Balance—beginning of period $ 330,562 $ 339,928 Contributions 5,520 10,795 Distributions (16,709 ) (13,790 ) Interest and dividends 15,621 17,416 Capital gain distributions 1,134 612 Realized gains and losses, net 2,303 353 Other than temporary impairment (1,297 ) (7,449 ) Taxes (634 ) (292 ) Fees (2,388 ) (4,087 ) Unrealized change in fair value 8,916 1,536 Balance—end of period $ 343,028 $ 345,022 During the nine months ended September 30, 2019 and 2018, purchases of available for sale securities were approximately $42.5 million and $56.4 million, respectively. During the nine months ended September 30, 2019 and 2018, sales, maturities and paydowns of available for sale securities were approximately $28.1 million and $49.4 million, respectively. Cash flows from perpetual care trust related contracts are presented as operating cash flows in Partnership’s unaudited condensed consolidated statements of cash flows. The cost and market value associated with the assets held in the perpetual care trusts as of September 30, 2019 and December 31, 2018 were as follows (in thousands): September 30, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 87,453 $ — $ — $ 87,453 Fixed maturities: U.S. governmental securities 2 1,081 44 (54 ) 1,071 Corporate debt securities 2 2,025 21 (145 ) 1,901 Total fixed maturities 3,106 65 (199 ) 2,972 Mutual funds—debt securities 1 70,425 2,730 (59 ) 73,096 Mutual funds—equity securities 1 16,685 1,528 (18 ) 18,195 Other investment funds ( 1) 143,050 7,143 (5,024 ) 145,169 Equity securities 1 14,968 1,177 (18 ) 16,127 Other invested assets 2 16 — — 16 Total investments $ 335,703 $ 12,643 $ (5,318 ) $ 343,028 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from one to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of September 30, 2019 there were $41.2 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 12,835 $ — $ — $ 12,835 Fixed maturities: U.S. governmental securities 2 960 4 (121 ) 843 Corporate debt securities 2 4,883 161 (321 ) 4,723 Total fixed maturities 5,843 165 (442 ) 5,566 Mutual funds—debt securities 1 108,451 227 (837 ) 107,841 Mutual funds—equity securities 1 19,660 304 (142 ) 19,822 Other investment funds ( 1) 165,284 3,039 (4,607 ) 163,716 Equity securities 1 20,025 826 (145 ) 20,706 Other invested assets 2 56 20 — 76 Total investments $ 332,154 $ 4,581 $ (6,173 ) $ 330,562 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from two to eight years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2018 there were $94.5 million in unfunded investment commitments to the private credit funds, which are callable at any time. The contractual maturities of debt securities as of September 30, 2019 and December 31, 2018, were as follows below (in thousands): September 30, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 60 $ 70 $ 821 $ 119 Corporate debt securities 203 1,536 163 — Total fixed maturities $ 263 $ 1,606 $ 984 $ 119 December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 416 $ 395 $ 32 Corporate debt securities 705 3,702 265 51 Total fixed maturities $ 705 $ 4,118 $ 660 $ 83 Temporary Declines in Fair Value The Partnership evaluates declines in fair value below cost of each individual asset held in the perpetual care trusts on a quarterly basis. An aging of unrealized losses on the Partnership’s investments in debt and equity securities within the perpetual care trusts as of September 30, 2019 and December 31, 2018 is presented below (in thousands): Less than 12 months 12 months or more Total September 30, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 1,021 $ 54 $ 1,021 $ 54 Corporate debt securities 76 45 1,889 100 1,965 145 Total fixed maturities 76 45 2,910 154 2,986 199 Mutual funds—debt securities 11,348 59 3 — 11,351 59 Mutual funds—equity securities 505 18 — — 505 18 Other investment funds 67,147 5,024 — — 67,147 5,024 Equity securities 176 18 — — 176 18 Total $ 79,252 $ 5,164 $ 2,913 $ 154 $ 82,165 $ 5,318 Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 790 $ 121 $ 790 $ 121 Corporate debt securities 405 15 2,902 306 3,307 321 Total fixed maturities 405 15 3,692 427 4,097 442 Mutual funds—debt securities 21,867 591 2,814 246 24,681 837 Mutual funds—equity securities 1,382 141 — 1 1,382 142 Other investment funds 101,536 4,607 — — 101,536 4,607 Equity securities 241 16 583 129 824 145 Total $ 125,431 $ 5,370 $ 7,089 $ 803 $ 132,520 $ 6,173 For all securities in an unrealized loss position, the Partnership evaluated the severity of the impairment and length of time that a security has been in a loss position and concluded the decline in fair value below the asset’s cost was temporary in nature. In addition, the Partnership is not aware of any circumstances that would prevent the future market value recovery for these securities. Other-Than-Temporary Impairment of Trust Assets The Partnership assesses its perpetual care trust assets for other-than-temporary declines in fair value on a quarterly basis. During the three months ended September 30, 2019, with an aggregate cost basis of approximately $6.6 million and an aggregate fair value of approximately $6.0 million, resulting in an impairment of $0.6 million, with such impairment considered to be other-than-temporary. During the three months ended September 30, 2018, t with an aggregate cost basis of approximately $40.0 million and an aggregate fair value of approximately $39.4 million, resulting in an impairment of $0.6 million, with such impairment considered to be other-than-temporary. with an aggregate cost basis of approximately $35.8 million and an aggregate fair value of approximately $34.5 million, resulting in an impairment of $1.3 million, with such impairment considered to be other-than-temporary. 116 Accordingly, the Partnership adjusted the cost basis of these assets to their current value with the offset going against the liability for perpetual care trust corpus. | 8 . PERPETUAL CARE TRUSTS At December 31, 2018 and 2017, the Partnership’s perpetual care trusts consisted of investments in debt and equity marketable securities and cash equivalents, both directly as well as through mutual and investment funds. All of these investments are carried at fair value A reconciliation of the Partnership’s perpetual care trust activities for the years ended December 31, 2018 and 2017 is presented below (in thousands): Years Ended December 31, 2018 2017 Balance—beginning of period $ 339,928 $ 333,780 Contributions 13,162 9,505 Distributions (18,390 ) (17,491 ) Interest and dividends 22,198 17,978 Capital gain distributions 808 708 Realized gains and losses, net 473 1,061 Other than temporary impairment (18,038 ) — Taxes (237 ) (252 ) Fees (4,412 ) (2,280 ) Unrealized change in fair value (4,930 ) (3,081 ) Balance—end of period $ 330,562 $ 339,928 During the years ended December 31, 2018 and 2017, purchases of available for sale securities were approximately $59.4 million and $86.0 million, respectively. During the years ended December 31, 2018 and 2017, sales, maturities and paydowns of available for sale securities were approximately $51.1 million and $69.2 million, respectively. Cash flows from perpetual care trust related contracts are presented as operating cash flows in our consolidated statement of cash flows. The cost and market value associated with the assets held in the perpetual care trusts as of December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 12,835 $ — $ — $ 12,835 Fixed maturities: U.S. governmental securities 2 960 4 (121 ) 843 Corporate debt securities 2 4,883 161 (321 ) 4,723 Total fixed maturities 5,843 165 (442 ) 5,566 Mutual funds—debt securities 1 108,451 227 (837 ) 107,841 Mutual funds—equity securities 1 19,660 304 (142 ) 19,822 Other investment funds (1) 165,284 3,039 (4,607 ) 163,716 Equity securities 1 20,025 826 (145 ) 20,706 Other invested assets 2 56 20 — 76 Total investments $ 332,154 $ 4,581 $ (6,173 ) $ 330,562 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from two to eight years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2018 there were $94.5 million in unfunded commitments to the private credit funds, which are callable at any time. December 31, 2017 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 9,456 $ — $ — $ 9,456 Fixed maturities: U.S. governmental securities 2 506 4 (46 ) 464 Corporate debt securities 2 5,365 148 (191 ) 5,322 Total fixed maturities 5,871 152 (237 ) 5,786 Mutual funds—debt securities 1 141,511 1,974 (712 ) 142,773 Mutual funds—equity securities 1 32,707 1,757 (1,771 ) 32,693 Other investment funds (1) 124,722 2,630 (533 ) 126,819 Equity securities 1 22,076 1,648 (1,570 ) 22,154 Other invested assets 2 247 — — 247 Total investments $ 336,590 $ 8,161 $ (4,823 ) $ 339,928 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 90 days, and private credit funds, which have lockup periods ranging from four to ten years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2017 there were $92.2 million in unfunded commitments to the private credit funds, which are callable at any time. The contractual maturities of debt securities as of December 31, 2018 and 2017, were as follows below (in thousands): December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 416 $ 395 $ 32 Corporate debt securities 705 3,702 265 51 Total fixed maturities $ 705 $ 4,118 $ 660 $ 83 December 31, 2017 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 263 $ 163 $ 38 Corporate debt securities 708 4,280 338 97 Total fixed maturities $ 708 $ 4,543 $ 501 $ 135 Temporary Declines in Fair Value The Partnership evaluates declines in fair value below cost of each individual asset held in the perpetual care trusts on a quarterly basis. An aging of unrealized losses on the Partnership’s investments in debt and equity securities within the perpetual care trusts as of December 31, 2018 and 2017 is presented below (in thousands): Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 790 $ 121 $ 790 $ 121 Corporate debt securities 405 15 2,902 306 3,307 321 Total fixed maturities 405 15 3,692 427 4,097 442 Mutual funds—debt securities 21,867 591 2,814 246 24,681 837 Mutual funds—equity securities 1,382 141 — 1 1,382 142 Other investment funds 101,536 4,607 — — 101,536 4,607 Equity securities 241 16 583 129 824 145 Total $ 125,431 $ 5,370 $ 7,089 $ 803 $ 132,520 $ 6,173 Less than 12 months 12 months or more Total December 31, 2017 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 399 $ 46 $ 399 $ 46 Corporate debt securities 994 20 2,271 171 3,265 191 Total fixed maturities 994 20 2,670 217 3,664 237 Mutual funds—debt securities 37,090 289 12,793 423 49,883 712 Mutual funds—equity securities 16,668 1,754 36 17 16,704 1,771 Other investment funds 42,606 533 — — 42,606 533 Equity securities 9,516 1,510 112 60 9,628 1,570 Total $ 106,874 $ 4,106 $ 15,611 $ 717 $ 122,485 $ 4,823 For all securities in an unrealized loss position, the Partnership evaluated the severity of the impairment and length of time that a security has been in a loss position and concluded the decline in fair value below the asset’s cost was temporary in nature. In addition, the Partnership is not aware of any circumstances that would prevent the future market value recovery for these securities. Other-Than-Temporary Impairment of Trust Assets The Partnership assesses its perpetual care trust assets for other-than-temporary declines in fair value on a quarterly basis. During the year ended December 31, 2018, the Partnership determined that there were 176 securities with an aggregate cost basis of approximately $181.4 million and an aggregate fair value of approximately $163.3 million, resulting in an impairment of $18.1 million, with such impairment considered to be other-than-temporary. Accordingly, the Partnership adjusted the cost basis of these assets to their current value and offset this change against the liability for perpetual care trust corpus. no |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
LONG-TERM DEBT | 8. LONG-TERM DEBT Total debt consisted of the following at the dates indicated (in thousands): September 30, 2019 December 31, 2018 9.875%/11.500% Senior Secured PIK Toggle Notes, due June 2024 376,166 $ — 7.875% Senior Notes, due June 2021 — 173,613 Credit facility — 155,739 Notes payable—acquisition debt — 92 Insurance and vehicle financing 790 1,294 Less deferred financing costs, net of accumulated amortization (14,280 ) (9,692 ) Total debt 362,676 321,046 Less current maturities (503 ) (798 ) Total long-term debt $ 362,173 $ 320,248 Senior Secured Notes On June 27, 2019, StoneMor Partners L.P. (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc. (“Cornerstone” and, collectively with the Partnership, the “Issuers”), certain direct and indirect subsidiaries of the Partnership (the “Guarantors”), the initial purchasers party thereto (the “Initial Purchasers”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) entered into an indenture (the “Indenture”) with respect to the 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024. Pursuant to the terms of the Indenture, the Initial Purchasers purchased Senior Secured Notes in the aggregate principal amount of $385.0 million in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereof. The gross proceeds from the sale of the Senior Secured Notes was $371.5 million, less advisor fees (including a placement agent fee of approximately $7.0 million), legal fees, mortgage costs and other closing expenses, as well as cash funds for collateralization of existing letters of credit and credit card needs under the former credit facility. The Issuers can elect to pay interest at either a fixed rate of 9.875% per annum in cash or, at their option through January 30, 2022, a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind by increasing the principal amount of the Senior Secured Notes or by issuing additional Senior Secured Notes. The Senior Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022. Interest is payable quarterly in arrears on the 30th day of each March, June, September and December, commencing September 30, 2019. The Partnership elected the cash plus payable in kind option to pay its September 30, 2019 interest payment, resulting in a $4.0 million increase in the outstanding principal amount of the Senior Secured Notes. The Senior Secured Notes mature on June 30, 2024. The Senior Secured Notes are senior secured obligations of the Issuers. The Issuers’ joint and several obligations under the Senior Secured Notes and the Indenture are jointly and severally guaranteed (the “Note Guarantees”) by each subsidiary of the Partnership (other than Cornerstone) that the Partnership has caused or will cause to become a Guarantor pursuant to the terms of the Indenture. In addition, the Issuers, the Guarantors and the Collateral Agent entered into a Collateral Agreement (the “Collateral Agreement”). Pursuant to the Indenture and the Collateral Agreement, the Issuers’ obligations under the Indenture and the Senior Secured Notes and the Guarantors’ Note Guarantees are secured by a first priority lien and security interest (subject to permitted liens and security interests) in substantially all of the Issuers’ and the Guarantors’ assets, whether now owned or hereafter acquired, excluding certain assets which include, among others: (a) trust and other fiduciary accounts and amounts required to be deposited or held therein and (b) unless encumbered by a mortgage existing on the date of the Indenture, owned and leased real property that (i) may not be pledged as a matter of law or without governmental approvals, (ii) is not operated or intended to be operated as a cemetery, crematory or funeral home or (iii) is the subject of specified immaterial leases. The Issuers may redeem the Senior Secured Notes at their option, in whole or in part, at any time for a redemption price equal to the principal balance thereof, accrued and unpaid interest thereon and, if applicable, a premium (the “Applicable Premium”) calculated as follows: • If redeemed before June 27, 2021, the sum of 4% of the principal amount so redeemed plus the excess of (i) the interest that would have accrued on the principal amount of the redeemed Senior Secured Notes from the redemption date through June 27, 2021 assuming an interest rate of 11.500% per annum over (ii) the interest that would have accrued on the principal amount of the redeemed Senior Secured Notes from the redemption date through June 27, 2021 at an interest rate equal to the then-applicable rate on United States Treasury securities for the period most nearly equaling that time period plus 0.50%; • If redeemed on or after June 27, 2021 and before June 27, 2022, 4% of the principal amount so redeemed; • If redeemed on or after June 27, 2022 and before June 27, 2023, 2% of the principal amount so redeemed; and • If redeemed on or after June 27, 2023, no premium will be payable. The Issuers are obligated to redeem the Senior Secured Notes with the net cash proceeds of certain dispositions described in the Indenture, tax refunds, insurance or condemnation proceeds and certain other extraordinary receipts. The redemption price for such redemptions is the principal balance of the Senior Secured Notes being redeemed, all accrued and unpaid interest thereon plus, with respect to redemptions from asset dispositions with net proceeds in excess of $55.0 million, an Applicable Premium of 2% of the principal amount so redeemed. The Issuers are also obligated to use 75% of any Excess Cash Flow, less any amount paid in any voluntary redemption of the Senior Secured Notes during the applicable period or subsequent thereto and prior to the applicable redemption date, to redeem the Senior Secured Notes at a redemption price equal to the principal balance thereof and all accrued and unpaid interest thereon. All interest payable in connection with the redemption of any the Senior Secured Notes is payable in cash. The Indenture requires the Issuers and the Guarantors, as applicable, to comply with various affirmative covenants regarding, among other matters, delivery to the Trustee of financial statements and certain other information or reports filed with the SEC and the maintenance and investment of trust funds and trust accounts into which certain sales proceeds are required by law to be deposited. The Indenture includes financial covenants pursuant to which the Issuers will not permit: • the Operating Cash Flow Amount for the six months ending December 31, 2019 to be less than $20.0 million; • the ratio of the sum of the Operating Cash Flow Amount plus Cash Interest Expense to Cash Interest Expense, or the Consolidated Interest Coverage Ratio, for the nine months ended March 31, 2020 and the twelve months ending as of each date from June 30, 2020 onwards, as set forth below, to be less than: March 31, 2020 0.40x June 30, 2020 0.75x September 30, 2020 1.00x December 31, 2020 1.15x March 31, 2021 1.25x June 30, 2021 1.30x September 30, 2021 1.35x December 31, 2021 1.45x March 31, 2022 and each quarter end thereafter 1.50x • the aggregate amount of Capital Expenditures for the prior four fiscal quarters as of the last day of any fiscal quarter beginning with the fiscal quarter ended September 30, 2019 to be more than $20.0 million; • the average daily balance of Unrestricted Cash and unrestricted Permitted Investments of the Partnership and its subsidiaries as of the end of any day for any 10-business day period to be less than $20.0 million during the quarter ended September 30, 2019, $15.0 million during the quarter ending December 31, 2019 and $12.5 million during any subsequent quarter; or • the ratio of the (a) the sum of Unrestricted Cash, accounts receivable and merchandise trust account balances to (b) the aggregate principal or face amount of Consolidated Funded Indebtedness, or Asset Coverage Test, for the applicable measurement period as of the last day of any fiscal quarter beginning with the fiscal quarter ended September 30, 2019, to be less than 1.60:1.00. The Indenture requires the Issuers and the Guarantors, as applicable, to comply with certain other covenants including, but not limited to, covenants that, subject to certain exceptions, limit the Issuers’ and the Guarantors’ ability to: (i) incur additional indebtedness; (ii) grant liens; (iii) engage in certain sale/leaseback, merger, consolidation or asset sale transactions; (iv) make certain investments; (v) pay dividends or make distributions; (vi) engage in affiliate transactions and (vii) amend its organizational documents. The Indenture provides for certain events of default, the occurrence and continuation of which could, subject to certain conditions, cause all amounts owing under the Senior Secured Notes to become due and payable, including but not limited to the following: • failure by the Issuers to pay any interest on any Senior Secured Note when it becomes due and payable that remains uncured for five business days; • failure by the Issuers to pay the principal on any of the Senior Secured Notes when it becomes due and payable, whether at the due date thereof, at a date fixed for redemption, by acceleration or otherwise; • failure by the Issuers to comply with the agreement and covenants relating to maintenance of its legal existence, providing notice of any default or event of default or use of proceeds from the sale of the Senior Secured Notes or any of the negative covenants in the Indenture; • failure by the Issuers to comply with any other agreement or covenant contained in the Indenture, the Collateral Agreement or any other Note Document that remains uncured for a period of 15 days after the earlier of written notice and request for cure from the Trustee or holders of at least 25% of the aggregate principal amount of the Senior Secured Notes; • the acceleration of or the failure to pay at final maturity indebtedness (other than the Senior Secured Notes) in a principal amount exceeding $5.0 million; • the occurrence of a Change in Control; • certain bankruptcy or insolvency proceedings involving an Issuer or any subsidiary; • the C-Corporation Conversion shall not have occurred on or before March 31, 2020 and such default remains uncured for a period of five business days; and • failure by the Partnership or any subsidiary to maintain one or more licenses, permits or similar approvals for the conduct of its business where the sum of the revenue associated therewith represents the lesser of (i) 15% of the Partnership’s and its Subsidiaries’ consolidated revenue and (ii) $30.0 million, and such breach is not cured within 30 days. At the option of holders holding a majority of the outstanding principal amount of the Senior Secured Notes (and automatically upon any default for failure to pay principal of the Senior Secured Notes when due and payable or certain bankruptcy or insolvency proceedings involving an Issuer), the interest rate on the Senior Secured Notes will increase to 13.50% per annum, payable in cash. Registration Rights Agreement In connection with the sale of the Senior Secured Notes, on June 27, 2019, the Issuers, the Guarantors party thereto and the Initial Purchasers entered into a Registration Rights Agreement (the “Notes Registration Rights Agreement”), pursuant to which the Issuers and the Guarantors agreed, for the benefit of the holders of the Notes, to use their commercially reasonable efforts to file a registration statement with the SEC with respect to a registered offer to exchange the Senior Secured Notes for new “exchange” notes having terms substantially identical in all material respects to the Senior Secured Notes, with certain exceptions (the “Exchange Offer”). The Issuers have agreed to use their commercially reasonable efforts (i) to consummate the Exchange Offer on or before July 14, 2020 (the “Exchange Date”) and (ii) upon the occurrence of certain events described in the Notes Registration Rights Agreement which result in the inability to consummate the Exchange Offer, to cause a shelf registration statement covering resales of the Notes to be declared effective . If the Issuers fail to comply with their obligations under the Notes Registration Rights Agreement, additional interest will accrue on the Notes at a rate of 0.25% per annum (increasing by an additional 0.25% per annum with respect to each subsequent 90-day period that occurs after the date on which such default occurs, up to a maximum additional interest rate of 1.00%) from and including the date on which any such default shall occur to but excluding the earlier of (x) the date on which all such defaults have been cured and (y) the date on which the Notes are freely tradeable by persons other than affiliates of the Issuers pursuant to Rule 144 under the Securities Act. Deferred Financing Costs In connection with the Tranche B revolving credit facility established in February 2019, the Partnership incurred debt issuance costs and fees of approximately $3.0 million during the three months ended March 31, 2019, which was being amortized over the life of the Tranche B revolving credit facility, using the straight-line method. In connection with the issuance of its Senior Secured Notes, the Partnership incurred debt issuance costs and fees of approximately $14.3 million during nine months ended September 30, 2019 In connection with the retirement of its revolving credit facilities and its $175.0 million, 7.875% senior notes due 2021, the Partnership wrote-off unamortized deferred financing fees of $6.9 million, during the nine months ended September 30, 2019 which is presented in loss on debt extinguishment in the accompanying unaudited condensed consolidated statement of operations. | 10. LONG-TERM DEBT Total debt consisted of the following at the dates indicated (in thousands): December 31, 2018 2017 Credit facility $ 155,739 $ 153,423 7.875% Senior Notes, due June 2021 173,613 173,098 Notes payable—acquisition debt 92 304 Notes payable—acquisition non-competes - 378 Insurance and vehicle financing 1,294 1,280 Less deferred financing costs, net of accumulated amortization (9,692 ) (9,788 ) Total debt 321,046 318,695 Less current maturities (798 ) (1,002 ) Total long-term debt $ 320,248 $ 317,693 Credit Facility On August 4, 2016, our 100% owned subsidiary, StoneMor Operating LLC (the “Operating Company”) entered into a Credit Agreement (the “Original Credit Agreement”) among each of the Subsidiaries of the Operating Company (together with the Operating Company, “Borrowers”), the Lenders identified therein, Capital One, National Association (“Capital One”), as Administrative Agent, Issuing Bank and Swingline Lender, Citizens Bank N.A., as Syndication Agent, and TD Bank, N.A. and Raymond James Bank, N.A., as Co-Documentation Agents. In addition, on the same date, the Partnership, the Borrowers and Capital One, as Administrative Agent, entered into the Guaranty and Collateral Agreement (the “Guaranty Agreement,” and together with the Credit Agreement, “New Agreements”). Capitalized terms which are not defined in the following description of the New Agreements shall have the meaning assigned to such terms in the New Agreements, as amended On March 15, 2017, the Borrowers, Capital One, as Administrative Agent and acting in accordance with the written consent of the Required Lenders, entered into the First Amendment to Credit Agreement. Those parties subsequently entered into a Second Amendment and Limited Waiver on July 26, 2017, a Third Amendment and Limited Waiver effective as of August 15, 2017, a Fourth Amendment to Credit Agreement dated September 29, 2017, a Fifth Amendment to Credit Agreement dated as of December 22, 2017 but effective as of September 29, 2017 , a Sixth Amendment and Waiver to Credit Agreement dated June 12, 2018 and a Seventh Amendment and Waiver to the Credit Agreement dated July 13, 2018. We refer to the Original Credit Agreement, as so amended, as the “Original Amended Agreement.” On February 4, 2019, the Partnership, the Borrowers, Capital One, as Administrative Agent and the Lenders entered into an Eighth Amendment and Waiver to Credit Agreement (the “Eighth Amendment”). See Note 19 for a detailed discussion of the changes to the Original Amended Agreement effected by the Eighth Amendment. The Original Amended Agreement provided for up to $175.0 million initial aggregate amount of Revolving Commitments, which were subject to borrowing base limitations. Prior to the Eighth Amendment, the Operating Company could also request the issuance of Letters of Credit for up to $15.0 million in the aggregate, of which there were $9.4 outstanding at December 31, 2018 and $7.5 million outstanding at December 31, 2017. Prior to the Eighth Amendment, the Maturity Date under the Original Amended Agreement was the earlier of (i) August 4, 2021 and (ii) the date that is six months prior to the earliest scheduled maturity date of any outstanding Permitted Unsecured Indebtedness (at present, such date is December 1, 2020, which is six months prior to the June 1, 2021 maturity date of outstanding 7.875% senior notes). As of December 31, 2018, the outstanding amount of borrowings under the Original Amended Agreement was $155.7 million, which was used to pay down outstanding obligations under the Partnership’s prior credit agreement, to pay fees, costs and expenses related to the New Agreements and to fund working capital needs. Prior to the Eighth Amendment, proceeds of the Loans under the Original Amended Agreement could be used to finance the working capital needs and for other general corporate purposes of the Borrowers and Guarantors, including acquisitions and distributions permitted under the Original Amended Agreement. Each Borrowing under the Original Amended Credit Agreement is comprised of Base Rate Loans or Eurodollar Loans. The Loans comprising each Base Rate Borrowing (including each Swingline Loan) bear interest at the Base Rate plus the Applicable Rate, and the Loans comprising each Eurodollar Borrowing bear interest at the Eurodollar Rate plus the Applicable Rate. Prior to the Sixth Amendment and Waiver, the Applicable Rate was determined based on the Consolidated Leverage Ratio of the Partnership and its Subsidiaries and ranged from 1.75% to 3.75% for Eurodollar Rate Loans and 0.75% to 2.75% for Base Rate Loans and between 0.30% and 0.50% for unused commitment fee. The Sixth Amendment and Waiver redetermined the Applicable Rate based on the Consolidated Secured Net Leverage Ratio of the Partnership and its Subsidiaries and increased the minimum and maximum Applicable Rate by 0.50% to be in the range between 2.25% to 4.25% for Eurodollar Rate Loans and 1.25% to 3.75% for Base Rate Loans (but in no event less that the Applicable Rate that would be in effect if calculated as set forth in the Original Amended Agreement not giving effect to the Sixth Amendment and Waiver and the Seventh Amendment and Waiver Prior to the Eighth Amendment, the Original Amended Agreement contained financial covenants, pursuant to which the Partnership will not permit: • until June 12, 2018, the ratio of Consolidated Funded Indebtedness (net of unrestricted cash and cash equivalents in an of up to $5.0 million) to Consolidated EBITDA, or the Consolidated Leverage Ratio, as of the last day of any fiscal quarter, commencing on September 30, 2016, determined for the period of four consecutive fiscal quarters ending on such date (the “Measurement Period”), to be greater than 4.25 to 1.00 for periods ended in 2018 and 4.00 to 1:00 for the period ended March 31, 2018; • after June 12, 2018, the ratio of Consolidated Secured Funded Indebtedness to Consolidated EBITDA, or the Consolidated Secured Net Leverage Ratio, to be greater than 5.75:1.00 for the period ended June 30, 2018 and the period ended September 30, 2018, 5.50:1.00 for the period ended December 31, 2018, 5.00:1.00 for periods ending in fiscal 2019 and 4.50:1.00 for periods ending in fiscal 2020; • until June 12, 2018, the ratio of Consolidated EBITDA to Consolidated Debt Service, or the Consolidated Debt Service Coverage Ratio, as of the last day of any fiscal quarter, commencing on September 30, 2016 to be less than 2.50 to 1.00 for any Measurement Period; and • the ratio of Consolidated EBITDA (reduced, among other things, by the amount of maintenance and growth capital expenditures not financed with debt (other than Revolving Commitments), taxes and certain restricted payments including distributions paid in cash) to Consolidated Fixed Charges, or the Consolidated Fixed Charge Coverage Ratio, as of the last day of any fiscal quarter, commencing on December 31, 2017, to be less than 1:00 to 1:00 for any Measurement Period in 2018, 1:10 to 1:00 for any Measurement Period in 2019 and 1.20 to 1.00 for any Measurement Period in 2020. Additional covenants include customary limitations, subject to certain exceptions, on, among others: (i) the incurrence of Indebtedness; (ii) granting of Liens; (iii) fundamental changes and dispositions; (iv) investments, loans, advances, guarantees and acquisitions; (v) swap agreements; (vi) transactions with Affiliates; (vii) Restricted Payments; (viii) restrictive agreements; (ix) amendments to organizational documents and indebtedness; (x) prepayment of indebtedness; and (xi) Sale and Leaseback Transactions The Borrowers’ obligations under the Original Amended Agreement are guaranteed by the Partnership and the Borrowers. Pursuant to the Guaranty Agreement, the Borrowers’ obligations under the Original Amended Agreement are secured by a first priority lien and security interest (subject to permitted liens and security interests) in substantially all of the Partnership’s and Borrowers’ assets, whether then owned or thereafter acquired, excluding certain excluded assets, which include, among others: (i) Trust Accounts, certain proceeds required by law to be placed into such Trust Accounts and funds held in such Trust Accounts; and (ii) Excluded Real Property, including owned and leased real property that may not be pledged as a matter of law. The Partnership was not in compliance with the facility’s maximum Consolidated Leverage Ratio for the periods ended March 31, 2018 and December 31, 2017, which constituted defaults that the lenders agreed to waive pursuant to the Sixth Amendment and Waiver. In addition, the Partnership’s failure to timely file its 2017 Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the period ended March 31, 2018 constituted defaults under its revolving credit facility. Under the Sixth Amendment and Waiver, the lenders agreed to waive such defaults and extend the dates by which certain reports were required to be filed, and under the Seventh Amendment and Waiver, the lenders agreed to waive our failure to timely file the 2017 Annual Report on Form 10-K on or before the previously extended filing deadline and agreed to further extend the dates by which certain reports were required to be filed. Under the Eighth Amendment and Waiver, the lenders agreed to waive defaults resulting from our failure to comply with the facility’s maximum Consolidated Secured Net Leverage Ratio and minimum Consolidated Fixed Charge Coverage Ratio for the periods ended June 30, September 30 and December 31, 2018 and our failure to timely file the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018 on or before the previously extended filing deadlines and agreed to further extend the dates by which these reports were required to be filed. See Note 19 in Part II, Item 8. Financial Statements and Supplementary Data, for further detail regarding the extended filing deadlines for our Quarterly Reports on Form 10-Q for the quarters ended June 30, 2018 and September 30, 2018. Senior Notes On May 28, 2013, the Partnership issued $175.0 million aggregate principal amount of 7.875% Senior Notes due 2021 (the "Senior Notes"). The Partnership pays 7.875% interest per annum on the principal amount of the Senior Notes, payable in cash semi-annually in arrears on June 1 and December 1 of each year. The net proceeds from the offering of the Senior Notes were used to retire a $150.0 million aggregate principal amount of 10.25% Senior Notes due 2017 and the remaining proceeds were used for general corporate purposes. The Senior Notes were issued at 97.832% of par resulting in gross proceeds of $171.2 million with an original issue discount of approximately $3.8 million. The Partnership incurred debt issuance costs and fees of approximately $4.6 million. These costs and fees are deferred and will be amortized over the life of the Senior Notes. The Senior Notes mature on June 1, 2021. The Partnership may redeem the Senior Notes at any time, in whole or in part, at the redemption prices (expressed as percentages of the principal amount) set forth below, together with accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period beginning June 1 of the years indicated: Year Percentage 2018 101.969 % 2019 and thereafter 100.000 % Subject to certain exceptions, upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Senior Notes will have the right to require the Partnership to purchase that holder’s Senior Notes for a cash price equal to 101% of the principal amounts to be purchased, plus accrued and unpaid interest. The Senior Notes are jointly and severally guaranteed by certain of the Partnership’s subsidiaries. The Indenture governing the Senior Notes contains covenants, including limitations of the Partnership’s ability to incur additional indebtedness and liens, make certain dividends, distributions, redemptions or investments, enter into certain transactions with affiliates, make certain asset sales, and engage in certain mergers, consolidations or sales of all or substantially all of the Partnership’s assets, among other items. As of December 31, 2018, the Partnership was in compliance with these covenants. |
REDEEMABLE CONVERTIBLE PREFERRE
REDEEMABLE CONVERTIBLE PREFERRED UNITS AND PARTNERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
REDEEMABLE CONVERTIBLE PREFERRED UNITS AND PARTNERS’ DEFICIT | 9. REDEEMABLE CONVERTIBLE PREFERRED UNITS AND PARTNERS’ DEFICIT Redeemable Convertible Preferred Units On June 27, 2019, funds and accounts affiliated with Axar Capital Management LP (“Axar”) and certain other investors (individually a “Purchaser” and collectively the “Purchasers”) and the Partnership entered into the Series A Preferred Unit Purchase Agreement (the “Series A Purchase Agreement”) pursuant to which the Partnership sold to the Purchasers an aggregate of 52,083,333 of the Partnership’s Series A Preferred Units (the “Preferred Units”) representing limited partner interests in the Partnership with certain rights, preferences and privileges as are set forth in the Partnership’s Third Amended and Restated Agreement of Limited Partnership dated as of June 27, 2019 (the “Third Amended Partnership Agreement”). The purchase price for the Preferred Units sold pursuant to the Series A Purchase Agreement (the “Purchased Units”) was $1.1040 per Purchased Unit, reflecting an 8% discount to the liquidation preference of each Preferred Unit, for an aggregate purchase price of $57.5 million. Pursuant to the Series A Purchase Agreement, the Partnership agreed to file a registration statement on Form S-1 with the SEC as promptly as practicable to effect a $40.2 million rights offering of common units representing limited partnership interests in the Partnership (“Common Units”) to all holders of Common Units (other than the Purchasers, American Infrastructure Funds LP and their respective affiliates) with a purchase price of $1.20 per Common Unit (the “Rights Offering”), and agreed to use its reasonable best efforts to complete the Rights Offering within 100 days after the Closing Date. The Rights Offering occurred early in the fourth quarter of 2019, and the proceeds from the Rights Offering were used to redeem certain of the Preferred Units as described below. For further detail on the Rights Offering and the related redemption of certain Preferred Units, see Note 17 Subsequent Events. Under the Series A Purchase Agreement, the Partnership also granted the Purchasers a preemptive right to purchase a pro rata share of any subsequent issuance of Common Units or shares of common stock of the corporation (“Common Stock”) into which the General Partner is converted in the C-Corporation Conversion or rights to acquire any such securities, for so long as the Purchaser continues to hold any Preferred Units, any Common Units or Common Stock issued upon conversion thereof. The Preferred Units have the following rights, preferences and privileges, among others as set forth in the Third Amended Partnership Agreement: • Conversion: The Preferred Units are convertible at the option of the holders thereof at any time beginning 10 days after completion of the Rights Offering and shall automatically be converted upon consummation of the C-Corporation Conversion, in each case at an initial conversion rate of one Common Unit or one share of Common Stock, as applicable, for each Preferred Unit. Subject to customary exceptions, the conversion rate for each Preferred Unit is subject to adjustment (a) proportionately, in the event of distributions made in the form of interests in the Partnership, any split, combination or similar recapitalization of Common Units and certain other specified transactions with respect to interests in the Partnership, (b) upon any issuance or deemed issuance by the Partnership prior to consummation of the Rights Offering of Common Units for a price per Common Unit less than the Series A Liquidation Preference (as defined below), to the rate determined by dividing the Series A Liquidation Preference by the price per Common Unit in such issuance or deemed issuance and (c) upon any issuance or deemed issuance by the Partnership after consummation of the Rights Offering of Common Units for a price per Common Unit less than the Series A Liquidation Preference, to a rate determined on a weighted average anti-dilution adjustment basis. • Voting: The holder of a Preferred Unit is entitled to one vote for each Common Unit into which such Preferred Unit is convertible (whether or not such right to convert is exercisable at such time). The holders of Preferred Units are entitled to vote as a single class with the holders of Common Units on all matters submitted to the limited partners for a vote. In addition, the affirmative vote of the holders of at least 60% of the outstanding Preferred Units is required to: o Amend the Third Amended Partnership Agreement or the Partnership’s Certificate of Limited Partnership if such amendment would be adverse (other than in a de minimus manner) to any of the rights, preferences or privileges of the Preferred Units; o Pay any distribution from Capital Surplus (as defined in the Third Amended Partnership Agreement); or o Issue any class or series of interest in the Partnership that, with respect to distributions, is senior to or pari passu with the Preferred Units, or modify the terms of any existing class or series of interest in the Partnership to so provide. • Distributions: Holders of Preferred Units are entitled to participate in any distributions made to holders of Common Units on an as-converted basis (whether or not such right to convert is exercisable at such time), and any such distributions with respect to Preferred Units shall be excluded in calculating the distributions or allocations of income or gain to holders of incentive distribution rights under the Third Amended Partnership Agreement. • Redemption: Upon completion of the Rights Offering, the Partnership is obligated to use 100% of the net proceeds thereof to redeem up to 33,487,904 Preferred Units held by Axar and the other Purchasers at a redemption price of $1.20 per Preferred Unit. • Liquidation: Upon any liquidation, dissolution or winding up of the Partnership, holders of Preferred Units are entitled to receive a payment of $1.20 per Preferred Unit (the “Series A Liquidation Preference”) before payments are made to any other class or series of interest in the Partnership ranking junior to the Preferred Units, including Common Units. • Restrictions on Transfer: Holders of Preferred Units may not transfer such Preferred Units other than to one or more affiliates without the approval of the Partnership. The Series A Purchase Agreement included various representations, warranties, covenants, indemnification and other provisions which are customary for a transaction of this nature. The Partnership offered and sold the Purchased Units in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The Partnership relied on this exemption from registration based in part on representations made by the Purchasers in the Series A Purchase Agreement. Contingent Beneficial Conversion Feature The Partnership accounts for potential beneficial conversion features under FASB ASC Topic 470-20, Debt – Debt with conversion and Other Options its commitment in connection with the sale of the Preferred Units to use its best efforts to complete the Rights Offering . The Partnership has the obligation to redeem a portion of the Series A Preferred from the net proceeds of the Rights Offering. Upon exercise of the redemption right, any previously recognized accretion of deemed dividends will be reversed in the period of redemption and reflected as income attributable to common unitholders in the Partnership’s consolidated statements of operations, along with the related per unit amounts . For further detail on the Rights Offering, see Note 17 Subsequent Events. |
DEFERRED REVENUES AND COSTS
DEFERRED REVENUES AND COSTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | ||
DEFERRED REVENUES AND COSTS | 10. DEFERRED REVENUES AND COSTS The Partnership defers revenues and all direct costs associated with the sale of pre-need cemetery merchandise and services until the merchandise is delivered or the services are performed. The Partnership recognizes deferred merchandise and service revenues as customer contract liabilities within long-term liabilities on its consolidated balance sheets. The Partnership recognizes deferred direct costs associated with pre-need cemetery merchandise and service revenues as deferred selling and obtaining costs within long-term assets on its consolidated balance sheets. The Partnership also defers the costs to obtain new pre-need cemetery and new prearranged funeral business as well as the investment earnings on the prearranged services and merchandise trusts. Such costs are recognized when the associated performance obligation is fulfilled based upon the net change in the customer contract liabilities. All other selling costs are expensed as incurred. Additionally, the Partnership has elected the practical expedient of not recognizing incremental costs to obtain as incurred when the amortization period otherwise would have been one year or less Deferred revenues and related costs consisted of the following at the dates indicated (in thousands): September 30, 2019 December 31, 2018 Deferred contract revenues $ 830,038 $ 830,602 Deferred merchandise trust revenue 104,740 92,718 Deferred merchandise trust unrealized gains (losses) 8,777 (9,034 ) Deferred revenues $ 943,555 $ 914,286 Deferred selling and obtaining costs $ 113,601 $ 112,660 For the three and nine months ended September 30, 2019, the Partnership recognized $13.7 million and $54.7 million, The components of the customer contract liabilities, net in the Partnership’s consolidated balance sheets at September 30, 2019 and December 31, 2018 were as follows (in thousands): September 30, 2019 December 31, 2018 Customer contract liabilities $ 972,767 $ 937,708 Amounts due from customers for unfulfilled performance obligations on cancellable pre-need contracts (29,212 ) (23,422 ) Customer contract liabilities, net $ 943,555 $ 914,286 The Partnership expects to service 55% of its deferred revenue in the first 4-5 years and approximately 80% of its deferred | 12. DEFERRED REVENUES AND COSTS The Partnership defers revenues and all direct costs associated with the sale of pre-need cemetery merchandise and services until the merchandise is delivered or the services are performed. The Partnership recognizes deferred merchandise and service revenues as deferred revenues within long-term liabilities on its consolidated balance sheets. The Partnership recognizes deferred direct costs associated with pre-need cemetery merchandise and service revenues as deferred selling and obtaining costs within long-term assets on its consolidated balance sheets. The Partnership also defers the costs to obtain new pre-need cemetery and new prearranged funeral business as well as the investment earnings on the prearranged services and merchandise trusts. Deferred revenues and related costs consisted of the following at the dates indicated (in thousands): December 31, 2018 2017 Deferred contract revenues $ 830,602 $ 808,549 Deferred merchandise trust revenue 92,718 105,354 Deferred merchandise trust unrealized gains (losses) (9,034 ) (1,277 ) Deferred revenues $ 914,286 $ 912,626 Deferred selling and obtaining costs $ 112,660 $ 126,398 Deferred revenues presented in the table above are net of the allowance for contract cancellations disclosed in Note 4. The activity in deferred selling and obtaining costs was as follows (in thousands): December 31, 2018 Deferred selling and obtaining costs, beginning of period $ 126,398 Cumulative effect of accounting change (18,557 ) Change in deferred selling and obtaining costs 4,819 Deferred selling and obtaining costs, end of period $ 112,660 For the year ended December 31, 2018, the Partnership recognized $58.7 million of the deferred revenue balance at December 31, 2017 as revenue. Also during the year ended December 31, 2018, the Partnership recognized $4.8 million from deferred incremental direct selling costs. The components of deferred revenues, net in the Partnership’s Condensed Consolidated Balance Sheet at December 31, 2018 and December 31, 2017 were as follows (in thousands): December 31, December 31, 2018 2017 Deferred revenue $ 937,708 $ 912,626 Amounts due from customers for unfulfilled performance obligations on cancellable pre-need contracts (1) (23,422 ) — Deferred revenue, net $ 914,286 $ 912,626 (1) Prior to the adoption of “ Revenue from Contracts with Customers” The Partnership cannot estimate the period when it expects its remaining performance obligations will be recognized because certain performance obligations will only be satisfied at the time of death. The Partnership expects to service 55% of its deferred revenue in the first 4-5 years and approximately 80% of its deferred revenue within 18 years. |
LONG-TERM INCENTIVE PLAN
LONG-TERM INCENTIVE PLAN | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
LONG-TERM INCENTIVE PLAN | 11. LON On April 15, 2019, the Compensation and Nominating and Governance Committee (the “Committee”) of the Board approved the award of 1,015,047 phantom unit awards consisting of 494,421 phantom units subject to time-based vesting (“TVUs”) and 520,626 phantom units subject to performance-based vesting (“PVUs”) to certain members of the general partner’s senior management. The awards of phantom units were made under the Partnership’s Amended and Restated 2019 Long-Term Incentive Plan (“LTIP”). The TVUs shall vest, if at all, in three equal annual installments on each April 3 (or first business day thereafter) commencing on April 3, 2020. The PVUs shall vest based on the extent, if any, to which the Committee determines that the performance conditions established by the Committee for calendar years 2019, 2020 and 2021 have been achieved or waived in writing, as follows: • if the “threshold” performance condition with respect to a calendar year has been achieved or waived but not the “target” condition, then 25% of the PVUs subject to vesting with respect to such year (rounded down to the nearest whole phantom unit) shall vest; • if the “target” performance condition with respect to a calendar year has been achieved or waived, then 50% of the PVUs subject to vesting with respect to such year shall vest; and • if the “maximum” performance condition with respect to a calendar year has been achieved or waived, then 100% of the PVUs subject to vesting with respect to such year shall vest. Also on April 15, 2019, an additional 275,000 restricted units were awarded to an officer of the general partner pursuant to his employment agreement, which units vest in equal quarterly installments over a four year period commencing July 15, 2019, the three month anniversary of the grant date. The Recapitalization Transactions, described in Note 1 General, resulted in a Change of Control as defined in the LTIP. The Change of Control accelerated the vesting of certain awards, resulting in the immediate vesting of 1,351,493 phantom and restricted units. These awards were net settled with 376,351 units withheld to satisfy the participants’ tax withholding obligations, resulting in a net number of 975,142 common units being issued. The Partnership recognized $2.2 million in unit-based compensation expense related to this accelerated vesting. These units were delivered in the third quarter of 2019. An aggregate of 238,553 phantom units issued under the LTIP and held in deferred compensation accounts for certain directors that either became payable as a result of the Recapitalization Transactions or had previously become payable were issued in the third quarter of 2019. An aggregate of 48,924 restricted units vested in the second quarter of 2019 in accordance with the awards’ contractual vesting schedule, which were net settled with 17,629 units withheld to satisfy the participants’ tax withholding obligations, resulting in a net number of 31,295 common units being issued. In addition, 49,379 restricted units vested in the third quarter of 2019 in accordance with the awards’ contractual vesting schedule, which were net settled with 17,772 units withheld to satisfy the participants’ tax withholding obligations, resulting in a net number of 31,607 common units being issued. | 13. LONG-TERM INCENTIVE AND RETIREMENT PLANS 2018 Long-Term Incentive Plan Effective August 22, 2018, the General Partner’s Board of Directors (the "Board") adopted the Stonemor Amended and Restated 2018 Long-Term Incentive Plan (“2018 LTIP”), which amended and restated the Stonemor Partners L.P. 2014 Long-Term Incentive Plan ("2014 LTIP") that had been approved by the Board and the Partnership’s unitholders in 2014. The 2018 LTIP increased the number of units that may be delivered with respect to awards from 1,500,000 common units plan to 2,000,000 common units. The Compensation and Nominating and Governance Committee of the Board (the "Compensation Committee") administers the 2018 LTIP. The 2018 LTIP permits the grant of awards, which may be in the form of phantom units, restricted units, unit appreciation rights ("UAR"), options, performance awards, cash awards, distribution equivalent rights or other equity awards, including performance factors for each, covering an aggregate of 2,000,000 common units, a number that the Board may increase by up to 100,000 common units per year. At December 31, 2018, the estimated number of common units to be issued upon vesting of outstanding awards under this plan, assuming the satisfaction of the maximum conditions for performance factors, was 1,122,601. As of December 31, 2018, a cumulative number of 34,036 common units had been issued, leaving 843,363 common units available for future grants under the plan, assuming no increases by the Board. Phantom Unit Awards Phantom units represent contingent rights to receive a common unit or an amount of cash, or a combination of both, based upon the value of a common unit. Phantom units become payable, in cash or common units, at the Partnership’s election, upon the separation of directors and executives from service or upon the occurrence of certain other events specified in the underlying agreements. Phantom units are subject to terms and conditions determined by the Compensation Committee. In tandem with phantom unit grants, the Compensation Committee may grant distribution equivalent rights ("DERs"), which are the right to receive an amount in cash or common units equal to the cash distributions made by the Partnership with respect to common unit during the period that the underlying phantom unit is outstanding. All phantom units outstanding under the 2018 LTIP at December 31, 2018 contain tandem DERs to the extent there were distributions. The following table sets forth the 2018 LTIP phantom unit award activity for the years ended December 31, 2018 and 2017, respectively: Years Ended December 31, 2018 2017 Outstanding, beginning of period 108,602 117,630 Granted (1) 354,104 41,732 Settled in common units or cash (1) (709 ) (16,098 ) Forfeiture (87,536 ) Performance vesting forfeiture (29,512 ) (34,662 ) Outstanding, end of period (2) 344,949 108,602 (1) The weighted-average grant date fair value for the unit awards on the date of grant was $6.72 and $8.11 for the years ended December 31, 2018 and 2017, respectively. The intrinsic values of unit awards vested during the years ended December 31, 2018 and 2017 were $2.4 million and $0.4 million, respectively. (2) Based on the closing price of the common units on December 31, 2018, the estimated intrinsic value of the outstanding unit awards was $2.4 million at December 31, 2018. Restricted Unit Awards A restricted unit is a common unit that is subject to a restricted period established by the Compensation Committee, during which the award remains subject to forfeiture or is either not exercisable by or payable to the recipient of the award. The Compensation Committee determines the number of restricted units to be granted, the period of time when the restricted units are subject to vesting or forfeiture conditions, which may include accelerated vesting upon the achievement of certain performance goals, and such other terms and conditions the Compensation Committee may establish. Upon or as soon as reasonably practical following the vesting of a restricted unit, the participant is entitled to receive a certificate evidencing ownership of the unit or to have the restrictions removed from any certificate that may have previously been delivered so that the unit will be unrestricted. Recipients of restricted unit awards are entitled to unit distributions rights (“UDRs”), representing the right to receive distributions made with respect to the Partnership’s common units. Such UDRs may be payable in cash or as additional restricted units and may be subject to forfeiture and withheld until the restricted units to which they relate cease to be subject to forfeiture, all as determined by the Compensation Committee. All restricted units outstanding under the 2018 LTIP at December 31, 2018 provided for current payment of UDRs in cash at the time the related distributions were paid to the Partnership’s unitholders. The following table sets forth the 2018 LTIP restricted unit award activity for the years ended December 31, 2018 and 2017, respectively: Years Ended December 31, 2018 2017 Outstanding, beginning of period — — Granted (1) 780,949 — Settled in common units or cash (1) — — Performance vesting forfeiture — — Outstanding, end of period (2) 780,949 — (1) The weighted-average grant date fair value for the unit awards on the date of grant was $3.98 for the year ended December 31, 2018. 2004 Long-Term Incentive Plan The Compensation Committee administers the Partnership’s 2004 Long-Term Incentive Plan ("2004 LTIP"). The 2004 LTIP permitted the grant of awards, which were permitted to be in the form of phantom units, restricted units, unit appreciation rights ("UAR") or other equity awards. At December 31, 2018, the estimated number of common units to be issued upon vesting and exercise of outstanding awards under this plan was 219,306, based upon the closing price of our common units at December 31, 2018. A cumulative number of 626,188 common units had been issued under the 2004 LTIP as of December 31, 2018. There were no awards available for grant under the 2004 LTIP at December 31, 2017 because no new awards were permitted to be made after its expiration on September 10, 2014. Phantom Unit Awards Phantom units were credited to participants’ mandatory deferred compensation accounts in connection with DERs accruing on phantom units received under the 2004 LTIP. These DERs continue to accrue until the underlying securities are issued. The following table sets forth the 2004 LTIP activity related to DERs credited as phantom units to the participant’s accounts for the years ended December 31, 2018 and 2017, respectively: Years Ended December 31, 2018 2017 Outstanding, beginning of period 219,306 205,510 Granted (1) — 13,796 Settled in common units or cash — — Outstanding, end of period (2) 219,306 219,306 (1) The weighted-average grant date fair value for the phantom unit awards on the date of grant was $9.70 for the year ended December 31, 2017. (2) Based on the closing price of the common units on December 31, 2018, the estimated intrinsic value of the outstanding restricted phantom units was $0.5 million. Unit Appreciation Rights Awards UAR awards represent a right to receive an amount equal to the closing price of the Partnership’s common units on the date preceding the exercise date less the exercise price of the UARs, to the extent the closing price of the Partnership’s common units on the date preceding the exercise date is in excess of the exercise price. This amount is then divided by the closing price of the Partnership’s common units on the date preceding the exercise date to determine the number of common units to be issued to the participant. UAR awards are subject to terms and conditions determined by the Compensation Committee, which may include vesting restrictions. UAR awards granted through December 31, 2018 have a five-year contractual term beginning on the grant date and vest ratably over a period of 48 months beginning on the grant date. All of the UARs outstanding at December 31, 2018 are vested. The following table sets forth the UAR award activity for the years ended December 31, 2018 and 2017, respectively: Years Ended December 31, 2018 2017 Outstanding, beginning of period 58,646 66,355 Granted — — Exercised — — Forfeited (43,646 ) (7,709 ) Outstanding, end of period (1) 15,000 58,646 Exercisable, end of period 15,000 57,081 Based on the closing price of the common units on December 31, 2018 the outstanding UARs had no intrinsic value and the weighted average remaining contractual life for outstanding UAR awards at December 31, 2018 was 0.1 years. Total compensation expense for restricted unit award activity for the year ended December 31, 2018, was approximately $0.4 million. Total compensation expense for phantom unit awards under both the 2004 LTIP and the 2018 LTIP was approximately $2.0 million and $0.4 million for the years ended December 31, 2018 and 2017, respectively At December 31, 2018, the Partnership had no unrecognized compensation expense related to unvested UAR awards. The Partnership recognized total compensation expense for UAR awards of $0.1 million for each of the years ended December 31, 2018 and 2017. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES Legal The Partnership is currently subject to class or collective actions under the Securities Exchange Act of 1934 and for related state law claims that certain of our officers and directors breached their fiduciary duty to the Partnership and its unitholders. The Partnership could also become subject to additional claims and legal proceedings relating to the factual allegations made in these actions. While management cannot reasonably estimate the potential exposure in these matters at this time, if the Partnership does not prevail in any such proceedings, the Partnership could be required to pay substantial damages or settlement costs, subject to certain insurance coverages. Management has determined that, based on the status of the claims and legal proceedings against us, the amount of the potential losses cannot be reasonably estimated at this time. These actions are summarized below. • Anderson v. StoneMor Partners, LP, et al., No. 2:16-cv-6111, filed on November 21, 2016, in the United States District Court for the Eastern District of Pennsylvania. The plaintiffs in this case (as well as Klein v. StoneMor Partners, LP, et al., No. 2:16-cv-6275, filed in the United States District Court for the Eastern District of Pennsylvania on December 2, 2016, which has been consolidated with this case) brought an action on behalf of a putative class of the holders of Partnership units and allege that the Partnership made misrepresentations to investors in violation of Section 10(b) of the Securities Exchange Act of 1934 by, among other things and in general, failing to clearly disclose the use of proceeds from debt and equity offerings by making allegedly false or misleading statements concerning (a) the Partnership’s strength or health in connection with a particular quarter’s distribution announcement, (b) the connection between operations and distributions and (c) the Partnership’s use of cash from equity offerings and its credit facility. Plaintiffs sought damages from the Partnership and certain of its officers and directors on behalf of the class of Partnership unitholders, as well as costs and attorneys' fees. Lead plaintiffs have been appointed in this case, and filed a Consolidated Amended Class Action Complaint on April 24, 2017. Defendants filed a motion to dismiss that Consolidated Amended Complaint on June 8, 2017. The motion was granted on October 31, 2017, and the court entered judgment dismissing the case on November 30, 2017. Plaintiffs filed a notice of appeal on December 29, 2017. Oral argument was held before the United States Court of Appeals for the Third Circuit on November 1, 2018. On June 20, 2019, the Third Circuit affirmed the dismissal of plaintiffs’ case. On July 11, 2019, the plaintiffs filed a petition to have the appeal reheard by the entire Third Circuit, which the Third Circuit denied on September 16, 2019. Plaintiffs have 90 days from that date to file a petition for certiorari with the United States Supreme Court to seek discretionary review of the Third Circuit’s decision. • Bunim v. Miller, et al., No. 2:17-cv-519-ER, pending in the United States District Court for the Eastern District of Pennsylvania, and filed on February 6, 2017. The plaintiff in this case brought, derivatively on behalf of the Partnership, claims that the officers and directors of the Partnership’s general partner aided and abetted in breaches of the general partner’s purported fiduciary duties by, among other things and in general, allegedly making misrepresentations through the use of non-GAAP accounting standards in its public filings, by allegedly failing to clearly disclose the use of proceeds from debt and equity offerings, and by allegedly approving unsustainable distributions. The plaintiff also claims that these actions and misrepresentations give rise to causes of action for gross mismanagement, unjust enrichment, and (in connection with a purportedly misleading proxy statement filed in 2014) violations of Section 14(a) of the Securities Exchange Act of 1934. The derivative plaintiff seeks an award of damages, attorneys’ fees and costs in favor of the Partnership as nominal plaintiff, as well as general compliance and governance changes. This case has been stayed, by the agreement of the parties, pending final resolution of the motion to dismiss filed in the Anderson case, provided that either party may terminate the stay on 30 days' notice. • Muth v. StoneMor G.P. LLC, et al., December Term, 2016, No. 1196 and Binder v. StoneMor G.P. LLC, et al., January Term, 2017, No. 4872, both pending in the Court of Common Pleas for Philadelphia County, Pennsylvania, and filed on December 20, 2016 and February 3, 2017, respectively. In these cases, the plaintiffs brought, derivatively on behalf of the Partnership, claims that the officers and directors of the Partnership’s general partner aided and abetted in breaches of the general partner’s purported fiduciary duties by, among other things and in general, allegedly making misrepresentations through the use of non-GAAP accounting standards in its public filings and by failing to clearly disclose the use of proceeds from debt and equity offerings, as well as approving unsustainable distributions. The plaintiffs also claim that these actions and misrepresentations give rise to a cause of action for unjust enrichment. The derivative plaintiffs seek an award of damages, attorneys’ fees and costs in favor of the Partnership as nominal plaintiff, as well as alterations to the procedures for electing members to the board of the Partnership’s general partner, and other compliance and governance changes. These cases have been consolidated and stayed, by the agreement of the parties, pending final resolution of the motion to dismiss filed in the Anderson case, provided that either party may terminate the stay on 30 days' notice. The Philadelphia Regional Office of the SEC, Enforcement Division, is continuing its investigation of the Partnership as to whether violations of federal securities laws have occurred. The investigation relates to, among other things, our prior restatements, financial statements, internal control over financial reporting, public disclosures, use of non-GAAP financial measures, matters pertaining to unitholder distributions and the sources of funds therefor and information relating to protection of our confidential information and our policies regarding insider trading. We are continuing to cooperate with the SEC staff. The Partnership is party to other legal proceedings in the ordinary course of its business, but does not expect the outcome of any proceedings, individually or in the aggregate, to have a material adverse effect on its financial position, results of operations or cash flows. The Partnership carries insurance with coverage and coverage limits that it believes to be customary in the cemetery and funeral home industry. Although there can be no assurance that such insurance will be sufficient to protect the Partnership against all contingencies, management believes that the insurance protection is reasonable in view of the nature and scope of the operations. Other In connection with the Partnership’s 2014 lease and management agreements with the Archdiocese of Philadelphia, it has committed to pay aggregate fixed rent of $36.0 million in the following amounts: Lease Years 1-5 (May 28, 2014-May 31, 2019) None Lease Years 6-20 (June 1, 2019-May 31, 2034) $1,000,000 per Lease Year Lease Years 21-25 (June 1, 2034-May 31, 2039) $1,200,000 per Lease Year Lease Years 26-35 (June 1, 2039-May 31, 2049) $1,500,000 per Lease Year Lease Years 36-60 (June 1, 2049-May 31, 2074) None The fixed rent for lease years 6 through 11, an aggregate of $6.0 million, is deferred. If prior to May 31, 2024, the Archdiocese terminates the agreements pursuant to a lease year 11 termination or the Partnership terminates the agreements as a result of a default by the Archdiocese, the Partnership is entitled to retain the deferred fixed rent. If the agreements are not terminated, the deferred fixed rent will become due and payable on or before June 30, 2024. | 14. COMMITMENTS AND CONTINGENCIES Legal The Partnership is currently subject to class or collective actions under the Securities Exchange Act of 1934 and for related state law claims that certain of our officers and directors breached their fiduciary duty to the Partnership and its unitholders. The Partnership could also become subject to additional claims and legal proceedings relating to the factual allegations made in these actions. While management cannot reasonably estimate the potential exposure in these matters at this time, if the Partnership does not prevail in any such proceedings, the Partnership could be required to pay substantial damages or settlement costs, subject to certain insurance coverages. Management has determined that, based on the status of the claims and legal proceedings against us, the amount of the potential losses cannot be reasonably estimated at this time. These actions are summarized below. • Anderson v. StoneMor Partners, LP, et al., No. 2:16-cv-6111, filed on November 21, 2016, in the United States District Court for the Eastern District of Pennsylvania. The plaintiffs in this case (as well as Klein v. StoneMor Partners, LP, et al., No. 2:16-cv-6275, filed in the United States District Court for the Eastern District of Pennsylvania on December 2, 2016, which has been consolidated with this case) brought an action on behalf of a putative class of the holders of Partnership units and allege that the Partnership made misrepresentations to investors in violation of Section 10(b) of the Securities Exchange Act of 1934 by, among other things and in general, failing to clearly disclose the use of proceeds from debt and equity offerings by making allegedly false or misleading statements concerning (a) the Partnership’s strength or health in connection with a particular quarter’s distribution announcement, (b) the connection between operations and distributions and (c) the Partnership’s use of cash from equity offerings and its credit facility. Plaintiffs sought damages from the Partnership and certain of its officers and directors on behalf of the class of Partnership unitholders, as well as costs and attorneys' fees. Lead plaintiffs have been appointed in this case, and filed a Consolidated Amended Class Action Complaint on April 24, 2017. Defendants filed a motion to dismiss that Consolidated Amended Complaint on June 8, 2017. The motion was granted on October 31, 2017, and the court entered judgment dismissing the case on November 30, 2017. Plaintiffs filed a notice of appeal on December 29, 2017. Oral argument was held before the United States Court of Appeals for the Third Circuit on November 1, 2018. The Partnership expects the court to render a decision in the near future, but there can be no assurance as to when the court will issue its ruling. • Bunim v. Miller, et al., No. 2:17-cv-519-ER, pending in the United States District Court for the Eastern District of Pennsylvania, and filed on February 6, 2017. The plaintiff in this case brought, derivatively on behalf of the Partnership, claims that StoneMor GP’s officers and directors aided and abetted in breaches of StoneMor GP’s purported fiduciary duties by, among other things and in general, allegedly making misrepresentations through the use of non-GAAP accounting standards in its public filings, by allegedly failing to clearly disclose the use of proceeds from debt and equity offerings, and by allegedly approving unsustainable distributions. The plaintiff also claims that these actions and misrepresentations give rise to causes of action for gross mismanagement, unjust enrichment, and (in connection with a purportedly misleading proxy statement filed in 2014) violations of Section 14(a) of the Securities Exchange Act of 1934. The derivative plaintiff seeks an award of damages, attorneys’ fees and costs in favor of the Partnership as nominal plaintiff, as well as general compliance and governance changes. This case has been stayed, by the agreement of the parties, pending final resolution of the motion to dismiss filed in the Anderson case, provided that either party may terminate the stay on 30 days' notice. • Muth v. StoneMor G.P. LLC, et al., December Term, 2016, No. 1196 and Binder v. StoneMor G.P. LLC, et al., January Term, 2017, No. 4872, both pending in the Court of Common Pleas for Philadelphia County, Pennsylvania, and filed on December 20, 2016 and February 3, 2017, respectively. In these cases, the plaintiffs brought, derivatively on behalf of the Partnership, claims that StoneMor GP’s officers and directors aided and abetted in breaches of StoneMor GP’s purported fiduciary duties by, among other things and in general, allegedly making misrepresentations through the use of non-GAAP accounting standards in its public filings and by failing to clearly disclose the use of proceeds from debt and equity offerings, as well as approving unsustainable distributions. The plaintiffs also claim that these actions and misrepresentations give rise to a cause of action for unjust enrichment. The derivative plaintiffs seek an award of damages, attorneys’ fees and costs in favor of the Partnership as nominal plaintiff, as well as alterations to the procedures for electing members to the board of StoneMor GP, and other compliance and governance changes. These cases have been consolidated and stayed, by the agreement of the parties, pending final resolution of the motion to dismiss filed in the Anderson case, provided that either party may terminate the stay on 30 days' notice. The Philadelphia Regional Office of the Securities and Exchange Commission, Enforcement Division, is continuing its investigation of the Partnership as to whether violations of federal securities laws have occurred. The investigation relates to, among other things, our prior restatements, financial statements, internal control over financial reporting, public disclosures, use of non-GAAP financial measures, matters pertaining to unitholder distributions and the sources of funds therefor and information relating to protection of our confidential information and our policies regarding insider trading. We are continuing to cooperate with the SEC staff. The Partnership is party to other legal proceedings in the ordinary course of its business but does not expect the outcome of any proceedings, individually or in the aggregate, to have a material adverse effect on its financial position, results of operations or cash flows. The Partnership carries insurance with coverage and coverage limits that it believes to be customary in the cemetery and funeral home industry. Although there can be no assurance that such insurance will be sufficient to protect the Partnership against all contingencies, management believes that the insurance protection is reasonable in view of the nature and scope of the operations. Leases In 2017, the Partnership entered into capital leases that had aggregate gross and net asset values of $1.9 million and $1.8 million, respectively, at December 31, 2018. The Partnership has noncancelable leases for equipment and office space that expire at various dates with initial terms ranging from one to twenty-four years. Certain leases provide the Partnership with the option to renew for additional periods. Where leases contain escalation clauses, rent abatements, and/or concessions, the Partnership applies them in the determination of straight-line rent expense over the lease term. Leasehold improvements are amortized over the shorter of the lease term or asset life, which may include renewal periods where the renewal is reasonably assured, and is included in the determination of straight-line rent expense. Rent expense for operating leases for the years ended December 31, 2018 and 2017 was $4.9 million and $4.5, respectively. The aggregate amount of remaining future minimum lease payments as of December 31, 2018 is as follows (in thousands): Operating Capital 2019 $ 4,349 $ 1,499 2020 2,765 1,196 2021 2,130 949 2022 1,539 558 2023 1,184 89 Thereafter 5,737 — Total $ 17,704 $ 4,291 Less: Interest on capital leases (875 ) Total principal payable on capital leases $ 3,416 Other In connection with the Partnership’s 2014 lease and management agreements with the Archdiocese of Philadelphia, it has committed to pay aggregate fixed rent of $36.0 million in the following amounts: Lease Years 1-5 (May 28, 2014-May 31, 2019) None Lease Years 6-20 (June 1, 2019-May 31, 2034) $1,000,000 per Lease Year Lease Years 21-25 (June 1, 2034-May 31, 2039) $1,200,000 per Lease Year Lease Years 26-35 (June 1, 2039-May 31, 2049) $1,500,000 per Lease Year Lease Years 36-60 (June 1, 2049-May 31, 2074) None The fixed rent for lease years 6 through 11, an aggregate of $6.0 million, is deferred. If, prior to May 31, 2024, the Archdiocese terminates the agreements pursuant to a lease year 11 termination or the Partnership terminates the agreements as a result of a default by the Archdiocese, the Partnership is entitled to retain the deferred fixed rent. If the agreements are not terminated, the deferred fixed rent will become due and payable on or before June 30, 2024. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
LEASES | 13. LEASES The Partnership leases a variety of assets throughout its organization, such as office space, funeral homes, warehouses and equipment. In addition the Partnership has a sale-leaseback related to one of its warehouses. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheets and the Partnership recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements with an initial term of more than 12 months, the Partnership measures the lease liability at the present value of the sum of the remaining minimum rental payments, which exclude executory costs Certain leases provide the Partnership with the option to renew for additional periods , with renewal terms that can extend the lease term for periods ranging from 1 to years Certain of the Partnership’s leases have variable payments with annual escalations based on the proportion by which the consumer price index (“CPI”) for all urban consumers increased over the CPI index for the prior comparative year. The Partnership has the following balances recorded on its unaudited condensed consolidated balance sheet related to leases: September 30, 2019 Operating $ 11,321 Finance 6,211 Total ROU assets ( 1) $ 17,532 Liabilities: Current Operating $ 2,080 Finance 1,236 Long-term Operating 12,246 Finance 4,656 Total lease liabilities ( 2) $ 20,218 (1) (2) The Partnership’s current lease liabilities and long-term are presented within Accounts payable and accrued liabilities and Other long-term liabilities, respectively in its unaudited condensed consolidated balance sheet. As most of the Partnership’s leases do not provide an implicit rate, the Partnership uses its incremental borrowing rate, based on the information available at commencement date, in determining the present value of lease payments. The Partnership used the incremental borrowing rate on January 1, 2019 for operating leases that commenced prior to that date . The weighted average borrowing rates for operating and finance leases were 9.9% and 8.4%, respectively as of . The components of lease expense were as follows: Nine months ended September 30, 2019 Lease cost Classification Operating lease costs General and administrative expense $ 2,687 Finance lease costs Amortization of leased assets Depreciation and Amortization 899 Interest on lease liabilities Interest expense 370 Variable lease costs General and administrative expense — Short-term lease costs General and administrative expense — Net Lease costs $ 3,956 (1) The Partnership does not have any short-term leases with lease terms greater than one month. Maturities of the Partnership’s lease labilities as of September 30, 2019, per ASC 842, Leases, Year ending December 31, Operating Finance 2019 $ 867 $ 484 2020 3,320 1,761 2021 2,830 1,922 2022 2,532 1,978 2023 2,279 763 Thereafter 8,495 43 Total $ 20,323 $ 6,951 Less: Interest 5,997 1,059 Present value of lease liabilities $ 14,326 $ 5,892 Minimum lease commitments remaining under the Partnership’s operating leases and capital leases, per ASC 840, Leases, Year ending December 31, Operating Capital 2019 $ 4,349 $ 1,499 2020 2,765 1,196 2021 2,130 949 2022 1,539 558 2023 1,184 89 Thereafter 5,737 — Total $ 17,704 $ 4,291 Less: Interest (875 ) Present value of lease liabilities $ 3,416 Operating and finance lease payments include $3.3 million related to options to extend lease terms that are reasonably certain of being exercised and $2.0 million related to residual value guarantees. The weighted average remaining lease term for operating and finance leases was 7.2 years and 3.0 years, respectively as of September 30, 2019 As of September 30, 2019, the Partnership does not have additional operating and finance leases that have not yet commenced nor any lease transactions with its related parties. In addition, as of September 30, 2019, the Partnership has not entered into any new sale-leaseback arrangements. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
FAIR VALUE OF FINANCIAL INSTRUMENTS | 14. FAIR VALUE OF FINANCIAL INSTRUMENTS Management has established a hierarchy to classify the inputs used to measure the Partnership’s financial instruments at fair value, pursuant to which the Partnership is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs represent market data obtained from independent sources; whereas, unobservable inputs reflect the Partnership’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The hierarchy defines three levels of inputs that may be used to measure fair value: • Level 1 – Unadjusted quoted market prices in active markets for identical, unrestricted assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the same contractual term of the asset or liability. • Level 3 – Unobservable inputs based on the entity’s own assumptions about the assumptions market participants would use in the pricing of the asset or liability and are consequently not based on market activity but rather through particular valuation techniques. The carrying value of the Partnership’s current assets and current liabilities on its consolidated balance sheets approximated or equaled their estimated fair values due to their short-term nature or imputed interest rates. Recurring Fair Value Measurement At September 30, 2019 and December 31, 2018, the two financial instruments measured by the Partnership at fair value on a recurring basis were its merchandise and perpetual care trusts, which consist of investments in debt and equity marketable securities and cash equivalents that are carried at fair value and are classified as either Level 1 or Level 2 (see Note 7 Merchandise Trusts and Note 8 Perpetual Care Trusts). Where quoted prices are available in an active market, securities are classified as Level 1 investments pursuant to the fair value measurement hierarchy. Where quoted market prices are not available for the specific security, fair values are estimated by using either quoted prices of securities with similar characteristics or an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status. These securities are classified as Level 2 investments pursuant to the fair value measurements hierarchy. Certain investments in the merchandise and perpetual care trusts are excluded from the fair value leveling hierarchy in accordance with GAAP. These funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. Non-Recurring Fair Value Measurement The Partnership may be required to measure certain assets and liabilities at fair value, such as its indefinite-lived assets and long-lived assets, on a nonrecurring basis in accordance with GAAP from time to time. These adjustments to fair value usually result from impairment charges. Other Financial Instruments The Partnership’s other financial instruments at September 30, 2019 consisted of its Senior Secured Notes (see Note 8 Long-Term Debt) and at December 31, 2018 consisted of its Senior Notes and outstanding borrowings under its revolving credit facility. • At September 30, 2019, the estimated fair value of the Partnership’s Senior Secured Notes was $386.5 million, based on trades made on that date, compared with the carrying amount of $376.2 million. • At December 31, 2018, the estimated fair value of the Partnership’s Senior Notes was $162.5 million, based on trades made on that date, compared with the carrying amount of $173.6 million. | 15. FAIR VALUE OF FINANCIAL INSTRUMENTS Management has established a hierarchy to measure the Partnership’s financial instruments at fair value, which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs represent market data obtained from independent sources; whereas, unobservable inputs reflect the Partnership’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The hierarchy defines three levels of inputs that may be used to measure fair value: • Level 1 – Unadjusted quoted market prices in active markets for identical, unrestricted assets or liabilities that the reporting entity has the ability to access at the measurement date. • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the same contractual term of the asset or liability. • Level 3 – Unobservable inputs that the entity’s own assumptions about the assumptions market participants would use in the pricing of the asset or liability and are consequently not based on market activity but rather through particular valuation techniques. The Partnership’s current assets and liabilities and customer receivables on its consolidated balance sheets are similar to cash basis financial instruments, and their estimated fair values approximate their carrying values due to their short-term nature and thus are categorized as Level 1. The Partnership’s merchandise and perpetual care trusts consist of investments in debt and equity marketable securities and cash equivalents, are carried at fair value, and are considered either Level 1 or Level 2 (see Note 7 and Note 8). Where quoted prices are available in an active market, securities are classified as Level 1 investments pursuant to the fair value measurement hierarchy. Where quoted market prices are not available for the specific security, fair values are estimated by using either quoted prices of securities with similar characteristics or an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status. These securities are classified as Level 2 investments pursuant to the fair value measurements hierarchy. Certain investments in the merchandise and perpetual care trusts are excluded from the fair value leveling hierarchy in accordance with GAAP. These funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The Partnership’s other financial instruments at December 31, 2018 and 2017 consist of its Senior Notes and outstanding borrowings under its revolving credit facility (see Note 10). The estimated fair values of the Partnership’s Senior Notes at December 31, 2018 and 2017 were $162.50 million and $173.30 million, respectively, based on trades made on those dates, compared with the carrying amounts of $173.6 million and $173.1 million, respectively. At December 31, 2018 and 2017 , the carrying values of outstanding borrowings under the Partnership’s revolving credit facility (see Note 10), which bears interest at variable interest rates with maturities of 90 days or less, approximated their estimated fair values. The Senior Notes and the credit facility are valued using Level 2 inputs. The Partnership may be required to measure certain assets and liabilities at fair value on a nonrecurring basis in accordance with GAAP from time to time. These adjustments to fair value usually result from impairment charges. In 2017, as discussed in Note 9, in connection with its annual goodwill impairment assessment, the Partnership recorded a loss on goodwill impairment of $45.6 million related to our Funeral Home Operations reporting unit. This impairment was recorded by comparing the estimated fair value of the reporting unit to its carrying value. The fair value of the reporting unit was derived using discounted cash flow analyses based on Level 3 inputs. The lower of cost or estimated fair value of assets held for sale at December 31, 2018 and 2017 were $0.8 million and $1.0 million respectively with an original net book value of $1.9 million prior to an adjustment of $0.2 million and $0.9 million during December 31, 2018 and 2017 respectively. Assets held for sale are valued at lower of cost or estimated fair value based on broker comparables and estimates at the time the assets are classified as held for sale. These assets held for sale are classified as Level 3 pursuant to the fair value measurement hierarchy. In addition, the Partnership had $0.9 million of assets held for use that were impaired by $0.4 million during 2017, resulting in an updated net book value of $0.5 million. |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
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 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
SEGMENT INFORMATION | 16. SEGMENT INFORMATION Management operates the Partnership’s in two reportable operating segments: Cemetery Operations and Funeral Home Operations. These operating segments reflect the way the Partnership manages its operations and makes business decisions. Management evaluates the performance of these operating segments based on interments performed, interment rights sold, pre-need cemetery and at-need cemetery contracts written, revenue and segment profit (loss). As a percentage of revenue and assets, the Partnership’s major operations consist of its cemetery operations. The following tables present financial information with respect to the Partnership’s segments (in thousands). Corporate costs represent those not directly associated with an operating segment, such as corporate overhead, interest expense and income taxes. Corporate assets primarily consist of cash and cash equivalents and restricted cash . Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 STATEMENT OF OPERATIONS DATA: Cemetery Operations: Revenues $ 60,750 $ 61,405 $ 184,288 $ 191,328 Operating costs and expenses (54,681 ) (57,440 ) (166,777 ) (176,925 ) Depreciation and amortization (1,853 ) (1,858 ) (5,735 ) (6,043 ) Segment operating profit $ 4,216 $ 2,107 $ 11,776 $ 8,360 Funeral Home Operations: Revenues 12,401 11,780 38,827 41,373 Operating costs and expenses (10,669 ) (10,148 ) (32,636 ) (33,835 ) Depreciation and amortization (602 ) (652 ) (1,788 ) (2,066 ) Segment operating profit $ 1,130 $ 980 $ 4,403 $ 5,472 Reconciliation of segment operating profit to net loss: Cemetery Operations 4,216 2,107 11,776 8,360 Funeral Home Operations 1,130 980 4,403 5,472 Total segment profit 5,346 3,087 16,179 13,832 Corporate overhead (11,595 ) (12,876 ) (38,145 ) (39,868 ) Corporate depreciation and amortization (192 ) (227 ) (597 ) (744 ) Other gains (losses), net (129 ) 702 (3,558 ) (4,503 ) Loss on debt extinguishment — — (8,478 ) — Loss on impairment of goodwill (24,862 ) — (24,862 ) Interest expense (12,765 ) (7,638 ) (35,282 ) (22,858 ) Income tax benefit (expense) 1,545 (273 ) (4,841 ) 1,976 Net loss $ (42,652 ) $ (17,225 ) $ (99,584 ) $ (52,165 ) CASH FLOW DATA: Capital expenditures: Cemetery Operations $ 411 $ 2,105 $ 4,222 $ 9,378 Funeral Home Operations 465 246 1,447 465 Corporate 29 187 74 321 Total capital expenditures $ 905 $ 2,538 $ 5,743 $ 10,164 September 30, 2019 December 31, 2018 BALANCE SHEET DATA: Assets: Cemetery Operations $ 1,507,873 $ 1,508,667 Funeral Home Operations 146,708 136,064 Corporate 75,942 24,370 Total assets $ 1,730,523 $ 1,669,101 Goodwill: Cemetery Operations $ — $ 24,862 | 18. SEGMENT INFORMATION The Partnership’s operations include two reportable operating segments, Cemetery Operations and Funeral Home Operations. These operating segments reflect the way the Partnership manages its operations and makes business decisions as of December 31, 2018. Operating segment data for the periods indicated was as follows (in thousands): Years Ended December 31, 2018 2017 STATEMENT OF OPERATIONS DATA: Cemetery Operations: Revenues $ 261,935 $ 276,696 Operating costs and expenses (238,974 ) (233,950 ) Depreciation and amortization $ (8,037 ) (8,909 ) Segment income $ 14,924 $ 33,837 Funeral Home Operations: Revenues $ 54,191 $ 61,531 Operating costs and expenses (44,525 ) (49,803 ) Depreciation and amortization (2,744 ) (3,080 ) Segment income $ 6,922 $ 8,648 Reconciliation of segment income to net loss: Cemetery Operations $ 14,924 $ 33,837 Funeral Home Operations 6,922 8,648 Total segment income 21,846 42,485 Corporate overhead (53,281 ) (51,964 ) Corporate depreciation and amortization (955 ) (1,194 ) Loss on goodwill impairment — (45,574 ) Other losses, net (11,504 ) (1,187 ) Interest expense (30,602 ) (27,345 ) Income tax benefit (expense) 1,797 9,621 Net loss $ (72,699 ) $ (75,158 ) CASH FLOW DATA: Capital expenditures: Cemetery Operations $ 9,025 $ 10,048 Funeral Home Operations 2,839 426 Corporate 308 315 Total capital expenditures $ 12,172 $ 10,789 December 31, 2018 2017 BALANCE SHEET DATA: Assets: Cemetery Operations $ 1,508,667 $ 1,594,091 Funeral Home Operations 136,064 152,934 Corporate 24,370 9,057 Total assets $ 1,669,101 $ 1,756,082 Goodwill: Cemetery Operations $ 24,862 $ 24,862 Funeral Home Operations — — Total goodwill $ 24,862 $ 24,862 |
SUPPLEMENTAL CONSOLIDATED CASH
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | ||
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION | 17. SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION The tables presented below provide supplemental information to the unaudited condensed consolidated statements of cash flows regarding contract origination and maturity activity included in the pertinent captions on the Partnership’s unaudited condensed consolidated statements of cash flows (in thousands): Nine months ended September 30, 2019 2018 Accounts Receivable Pre-need/at-need contract originations (sales on credit) (88,296 ) $ (95,267 ) Cash receipts from sales on credit (post-origination) 73,991 100,841 Changes in accounts receivable, net of allowance $ (14,305 ) $ 5,574 Customer Contract Liabilities Deferrals: Cash receipts from customer deposits at origination, net of refunds $ 107,847 $ 114,132 Withdrawals of realized income from merchandise trusts during the period 6,699 13,815 Pre-need/at-need contract originations (sales on credit) 88,296 95,267 Undistributed merchandise trust investment earnings, net 8,367 357 Recognition: Merchandise trust investment income, net withdrawn as of end of period (6,985 ) (7,211 ) Recognized maturities of customer contracts collected as of end of period (155,915 ) (137,265 ) Recognized maturities of customer contracts uncollected as of end of period (24,449 ) (38,734 ) Changes in customer contract liabilities $ 23,860 $ 40,361 | 21. SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION The tables presented below provide supplemental information to the consolidated statements of cash flows regarding contract origination and maturity activity included in the pertinent captions on the Partnership’s consolidated statements of cash flows (in thousands): Years Ended December 31, 2018 2017 Pre-need/at-need contract originations (sales on credit) $ (126,199 ) $ (104,896 ) Cash receipts from sales on credit (post-origination) 130,697 87,822 Changes in Accounts receivable, net of allowance $ 4,498 $ (17,074 ) Deferrals: Cash receipts from customer deposits at origination, net of refunds $ 146,279 $ 146,624 Withdrawals of realized income from merchandise trusts during the period 15,582 12,551 Pre-need/at-need contract originations (sales on credit) 126,199 104,896 Undistributed merchandise trust investment earnings, net (2,725 ) (36,461 ) Recognition: Merchandise trust investment income, net withdrawn as of end of period (9,618 ) (11,738 ) Recognized maturities of customer contracts collected as of end of period (188,897 ) (199,074 ) Recognized maturities of customer contracts uncollected as of end of period (49,415 ) (25,847 ) Changes in Deferred revenues $ 37,405 $ (9,049 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS Rights Offering On September 25, 2019, the Partnership commenced its Rights Offering that entitled each unitholder of record (the “unitholder”) on September 26, 2019 (the “Record Date”) one non-transferable subscription right for each common unit held by the unitholder on the Record Date. Each subscription right entitled the unitholder to purchase 1.24 common units for each common unit held by the unitholder at a subscription price of $1.20 per common unit. Through the Rights Offering, which expired on October 25, 2019, 3,039,380 common units were purchased for a total of $3.6 million. The gross proceeds from the Rights Offering were used to redeem 3,039,380 of the Partnership’s outstanding Preferred Units on October 25, 2019 at a price of $1.20 per Preferred Unit. Divestitures As part of the Partnership’s recently launched asset sale program in the fourth quarter of 2019, the Partnership signed a non-binding letter of intent on one of its properties in October 2019 and received a $5.0 million refundable deposit. This asset sale is expected to be consummated in the first quarter of 2020. | 19. SUBSEQUENT EVENTS Credit Agreements On February 4, 2019, StoneMor Operating LLC (the “Operating Company”), a wholly-owned subsidiary of the Partnership, the Subsidiaries (as defined in the Amended Credit Agreement) of the Operating Company (together with the Operating Company, “Borrowers”), the Lenders party thereto and Capital One, National Association (“Capital One”), as Administrative Agent (in such capacity, the “Administrative Agent”), entered into the Eighth Amendment and Waiver to Credit Agreement (the “Eighth Amendment” and The Eighth Amendment added to the Amended Credit Agreement a separate last out revolving credit facility (the “Tranche B Revolving Credit Facility”) in the aggregate amount of $35.0 million to be provided by certain affiliates of Axar Capital Management as the initial lenders under the Tranche B Revolving Credit Facility (the “Tranche B Revolving Lenders”) on the following terms (as further detailed in the Eighth Amendment): • the aggregate amount of the Tranche B Revolving Commitments is $35.0 million; such Commitments were utilized in the amount of $15.0 million, which is reduced by a $0.7 million Original Issue Discount on the Eighth Amendment effective date. The remaining $20 million in commitments may be utilized in the amount of $5.0 million (or any integral multiple thereof) from time to time until April 30, 2019, provided that any borrowings resulting in the outstanding principal amount of the Tranche B Revolving Credit Facility being in excess of $25.0 million require, as a condition to such borrowings, that the Partnership receive a fairness opinion with respect to the Tranche B Revolving Credit Facility; • Tranche B Revolving Credit Facility Maturity Date is one business day after the maturity date of the original revolving credit facility (the “Tranche A Revolving Credit Facility”); • the interest rate applicable to the loans made under the Tranche B Revolving Credit Facility is 8.00% per annum, payable quarterly in arrears; • borrowings under the Tranche B Revolving Credit Facility on the effective date of the Eighth Amendment (the “Eighth Amendment Effective Date”) were subject to an original issue discount in the amount of $0.7 million; and • upon the repayment or prepayment of the Tranche B Revolving Credit Facility in full, the Tranche B Revolving Lenders will receive additional interest in the amount of $0.7 million. The Eighth Amendment also amended certain terms of the Original Amended Agreement to: • reduce the Tranche A Revolving Credit Availability Period to end on the Eighth Amendment Effective Date, which precludes borrowings under the Tranche A Revolving Credit Facility after such date; • reduce the amount of the Letter of Credit Sublimit from $15.0 million to $9.4 million, plus the principal amount of loans under the Tranche A Revolving Credit Facility that become subject to optional prepayment after the Eighth Amendment Effective Date, and permit the issuance of letters of credit under the Tranche A Revolving Credit Facility after the Eight Amendment Effective Date; • modify the Tranche A Revolving Credit Facility Maturity Date to be the earlier of (i) May 1, 2020 and (ii) the date that is six months prior to the earliest scheduled maturity date of any outstanding Permitted Unsecured Indebtedness; • redetermine the Applicable Rate to be 4.50% for Eurodollar Rate Loans and 3.50% for Base Rate Loans from the Eighth Amendment Effective Date to February 28, 2019; 4.75% and 3.75%, respectively, from March 1, 2019 to March 31, 2019; 5.50% and 4.50%, respectively, from April 1, 2019 to April 30, 2019; 5.75% and 4.75%, respectively, from May 1, 2019 to May 31, 2019; and 6.00% and 5.00%, respectively, from June 1, 2019; • discontinue the accrual of the commitment fee after the Eighth Amendment Effective Date; • provide for ticking fees assessed on the amount of outstanding loans made under the Tranche A Revolving Credit Facility (the “Tranche A Revolving Loans”) and payable to the Tranche A Revolving Lenders (i) in-kind, by increasing the outstanding principal amount of such Lender’s Tranche A Revolving Loans (“PIK”) or (ii) in cash, in the following amounts and on the following dates: o 3.00 o 1.00 o 1.00% on September 1, 2019, payable in cash, unless the Required Lenders agree to PIK; and o 1.00% on October 1, 2019, PIK; • amend the definition of “Consolidated Net Income” for purposes of calculating the Consolidated EBITDA to exclude, for the time period from January 1, 2018 to January 1, 2019, (i) any non-recurring charges for adjustments made to cost of goods sold for merchandise inventory impairment related to excess and damaged inventory of the Partnership or a subsidiary of the Partnership (and any reversal thereof) incurred during the Fiscal Year ended December 31, 2018 in an aggregate amount not to exceed $5.0 million and (ii) any non-recurring charges for the establishment of liability reserves required for future obligations of the Partnership or a Subsidiary of the Partnership to deliver allocated merchandise to customers (and any reversal thereof) incurred during the Fiscal Year ended December 2018 in an aggregate amount not to exceed $15.0 million; • amend the definition of “Consolidated EBITDA” for purposes of calculating the financial covenant to (i) adjust the limit on add backs for non-recurring cash expenses, losses, costs and charges to $17.0 million for each Measurement Period ended on or after April 1, 2018 and (ii) remove a separate add back for non-recurring cash expenses, costs and charges relating to “non-ordinary course of business” legal matters; • remove the Consolidated Secured Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio and replace them with a covenant requiring the Partnership to ensure that its Consolidated EBITDA is not less than the following amounts for the four quarters ending on the following dates: (i) $18.0 million for the period ended March 31, 2018; (ii) $13.0 million for the period ended June 30, 2018; (iii) $2.5 million for the period ended September 30, 2018; (iv) ($3.0 million) for the period ended December 31, 2018; (v) $1.0 million for the period ending March 31, 2019; (vi) $3.5 million for the period ending June 30, 2019; (vii) $8.0 million for the period ending September 30, 2019; (viii) $8.25 million for the period ending December 31, 2019; and (ix) $9.25 million for the period ending March 31, 2020; • provide for mandatory prepayments in an amount equal to 100% of the net cash proceeds from (i) sale/leaseback transactions and certain other permitted dispositions of assets and (ii) incurrence of certain indebtedness (including any indebtedness not permitted under the Amended Credit Agreement) in an amount exceeding $5.0 million; • extend the deadline for filing the Partnership’s Form 10-Q for the period ended March 31, 2018 to the later of February 6, 2019 and the date that is two Business Days following the Eighth Amendment Effective Date and for the periods ended June 30, 2018 and September 30, 2018 to February 15, 2019; • add a covenant requiring the Partnership and the Administrative Borrower to use their reasonable best efforts to consummate the transactions contemplated under the Merger Agreement (as defined below) by May 15, 2019 (the “C-Corporation Conversion”); modify the definition of “Change in Control” and several covenants, including but not limited to reporting covenants and covenants restricting fundamental changes, dispositions, investments, acquisitions and transactions with affiliates to permit the C-Corporation Conversion and to permit the Partnership to be a wholly-owned subsidiary of StoneMor Inc. (as defined below); • add a covenant requiring the Administrative Borrower to engage Houlihan Lokey or any other acceptable financial advisor by no later than the second business day after the Eighth Amendment Effective Date to advise it in the arrangement of the refinancing in full of the obligations with respect to the Tranche A Revolving Credit Facility (such refinancing, the “Refinancing”); • add a covenant requiring the Administrative Borrower to retain Carl Marks & Co. or another acceptable consultant of recognized national standing on or prior to the Eighth Amendment Effective Date, who shall (i) assist the Administrative Borrower in further developing its financial planning and analysis function; (ii) prepare a detailed analysis of G&A expenses and other overhead and develop cost savings initiatives and (iii) present a monthly written update to the Administrative Agent and the Lenders on progress; and • amend other provisions of the Original Amended Agreement in connection with the foregoing. In addition, in the Eighth Amendment, the Administrative Agent and Lenders party thereto waived existing defaults under the Original Amended Agreement as a result of the Partnership’s failure to (i) deliver the financial statements for the periods ended March 31, 2018, June 30, 2018 and September 30, 2018 and the related compliance certificates; (ii) comply with the facility’s maximum Consolidated Secured Net Leverage Ratio for each period ended June 30, 2018, September 30, 2018 and December 31, 2018 (iii) comply with the facility’s minimum Fixed Charge Coverage Ratio for each period ended June 30, 2018, September 30, 2018 and December 31, 2018; and (iv) inaccuracies in representations and warranties resulting from such defaults. The effectiveness of the Eighth Amendment was subject to the satisfaction of certain conditions, including the payment to the Tranche A Revolving Lenders of a fee in the aggregate amount of $0.8 million. Loan Agreement with a Related Party On February 4, 2019, the Partnership entered into the Eighth Amendment with, among other parties, certain affiliates of Axar Capital Management (collectively, “Axar”) to provide an up to $35.0 million bridge financing in the form of the Tranche B Revolving Credit Facility, of which $15.0 million was drawn down immediately. Borrowings under the financing arrangement are collateralized by a perfected first priority security interest in substantially all assets of the Partnership and the Borrowers held for the benefit of the existing Tranche A Revolving Lenders and bear interest at a fixed rate of 8.0%. Borrowings under Tranche B Revolving Credit Facility “Eighth Amendment Effective Date” are subject to an original issue discount in the amount of $0.7 million, which was recorded as original issue discount and will pay additional interest in the amount $0.7 million at the termination and payment in full of the financing arrangement, which will be accreted to interest expense over the term of the financing arrangement, As of March 15, 2019, Axar beneficially owned approximately 20.2% of the Partnership’s outstanding common units. Axar also has exposure to an additional 1,520,149 Common Units pursuant to certain cash-settled equity swaps which mature on June 20, 2022 in accordance with information included in Axar’s filing on Form 4 which was filed with the SEC on March 18, 2019. In addition, the Partnership’s board of directors has separately approved an amendment to the voting and standstill agreement and director voting agreement with Axar to permit Axar to acquire up to 27.5% of the Partnership common units outstanding. On March 29, 2019, the Partnership had additional borrowing of $10.0 million under the Tranche B Revolving Credit Facility. January 2019 Restructuring On January 31, 2019, the Partnership announced a restructuring initiative implemented as part of its ongoing organizational review. This restructuring is intended to further integrate, streamline and optimize the Partnership’s operations. As part of this restructuring, the Partnership will undertake certain cost reduction initiatives, including a reduction of approximately 45 positions of its workforce, primarily related to corporate functions in Trevose, a streamlining of general and administrative expenses and an optimization of location spend. The Partnership expects to incur cash charges of approximately $0.5 million to $0.7 million of employee separation and other benefit-related costs in connection with the January 2019 restructuring initiative. Substantially all of these cash payments are anticipated to be made by the end of 2019 and the Partnership anticipates that substantially all of the actions associated with this restructuring will be completed by the end of 2019. Under this restructuring, separation costs are expensed over the requisite service period, if any. There were no expenses recorded for the year ended December 31, 2018 related to the January 2019 restructuring initiative. Amendment and Restatement of 2018 LTIP On March 27, 2019, the Board of Directors of our General Partner approved the amendment and restatement of the 2018 LTIP, which was renamed the StoneMor Amended and Restated 2019 Long-Term Incentive Plan (“2019 Plan”). The amendments were made to (i) increase the number of common units of the Partnership reserved for delivery under the plan from 2,000,000 to 4,000,000 and (ii) make certain other clarifying changes and updates to the 2018 LTIP. The 2019 LTIP provides for the grant, from time to time, at the discretion of the board of directors of the General Partner or the Compensation, Nominating and Governance and Compliance Committee of the board of directors, of equity-based incentive compensation awards. Subject to adjustments in the event of certain transactions or changes in capitalization in accordance with 2019 LTIP, 4,000,000 common units of the Partnership have been reserved for delivery pursuant to awards under the 2019 LTIP. Common units that have been forfeited, cancelled, exercised, settled in cash, or otherwise terminated or expired without deliver will be available for future deliver. |
GENERAL
GENERAL | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
GENERAL | 1. GENERAL Nature of Operations StoneMor Partners L.P. (the "Partnership") is a provider of funeral and cemetery products and services in the death care industry in the United States. As of September 30, 2019, the Partnership operated 321 cemeteries in 27 states and Puerto Rico, of which 291 were owned and 30 were operated under lease, management or operating agreements. The Partnership also owned and operated 89 funeral homes, including 42 located on the grounds of cemetery properties that the Partnership owns, in 17 states and Puerto Rico. The Partnership’s cemeteries provide cemetery property interment rights, such as burial lots, lawn and mausoleum crypts, and cremation niches. Cemetery merchandise is comprised of burial vaults, caskets, grave markers and memorials and cemetery services, which include the installation of this merchandise and other service items. The Partnership sells these products and services both at the time of death, which is referred to as at-need, and prior to the time of death, which is referred to as pre-need. The Partnership’s funeral home services include family consultation, the removal and preparation of remains, insurance products and the use of funeral home facilities for visitation and memorial services. Basis of Presentation The accompanying condensed consolidated financial statements, which are unaudited have been prepared in accordance with the requirements of the Quarterly Report on Form 10-Q and accounting principles generally accepted in the United States (“GAAP”) for interim reporting. They do not include all disclosures normally made in financial statements contained in Annual Reports on Form 10-K. In management’s opinion, all adjustments necessary for a fair presentation of the Partnership’s financial position, results of operations and cash flows for the periods disclosed have been made. The balance sheet at December 31, 2018 has been derived from the audited consolidated financial statement as of December 31, 2018, as presented in the Partnership’s Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of each of the Partnership’s 100% owned subsidiaries. These statements also include the accounts of the merchandise and perpetual care trusts in which the Partnership has a variable interest and is the primary beneficiary. The Partnership operates 30 cemeteries under long-term leases, operating agreements and management agreements. The operations of 16 of these managed cemeteries have been consolidated . On May 10, 2019, the Partnership terminated one of the management agreements and recorded a $2.1 million loss upon the termination, which is included in Other losses, net in the accompanying unaudited condensed consolidated statements of operations for the nine months ended September 30, 2019. The Partnership operates 14 cemeteries under long-term leases and other agreements that do not qualify as acquisitions for accounting purposes. As a result, the Partnership did not consolidate all of the existing assets and liabilities related to these cemeteries. The Partnership has consolidated the existing assets and liabilities of the merchandise and perpetual care trusts associated with these cemeteries as variable interest entities, since the Partnership controls and receives the benefits and absorbs any losses from operating these trusts. Under the long-term leases, and other agreements associated with these properties, which are subject to certain termination provisions, the Partnership is the exclusive operator of these cemeteries and earns revenues related to sales of merchandise, services and interment rights and incurs expenses related to such sales, including the maintenance and upkeep of these cemeteries. Upon termination of these agreements, the Partnership will retain all of the benefits and related contractual obligations incurred from sales generated during the agreement period. The Partnership has also recognized the existing customer contract-related performance obligations that it assumed as part of these agreements. Recapitalization Transactions Series A Preferred Offering On June 27, 2019, funds and accounts affiliated with Axar Capital, a related party and the largest holder of the Partnership’s outstanding common units of record, and certain other investors (individually a “Purchaser” and collectively the “Purchasers”) and the Partnership entered into the Series A Preferred Unit Purchase Agreement (the “Series A Purchase Agreement” and the transactions contemplated thereby, the “Preferred Offering”) pursuant to which the Partnership sold to the Purchasers an aggregate of 52,083,333 of the Partnership’s Series A Preferred Units (the “preferred units”) representing limited partner interests in the Partnership with certain rights, preferences and privileges as are set forth in the Partnership’s Third Amended and Restated Agreement of Limited Partnership dated as of June 27, 2019 (the “Third Amended Partnership Agreement”). The purchase price for the preferred units sold pursuant to the Series A Purchase Agreement was $1.1040 per preferred unit, reflecting an 8% discount to the liquidation preference of each preferred unit, for an aggregate purchase price of $57.5 million. Senior Secured Notes Concurrently with the closing of the Preferred Offering, discussed above, the Partnership completed a private placement of $385.0 million of 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024 (the “Senior Secured Notes”) of the Partnership to certain financial institutions (the “Notes Offering,” and collectively with the Preferred Offering, the “Recapitalization Transactions”) pursuant to the terms of an indenture dated June 27, 2019 by and among the Partnership, Cornerstone Family Services of West Virginia Subsidiary, Inc. (“Cornerstone” and, collectively with the Partnership, the “Issuers”), certain direct and indirect subsidiaries of the Partnership (the “Guarantors”), the initial purchasers party thereto and Wilmington Trust, National Association, as trustee (the “Indenture”). The net proceeds of the Recapitalization Transactions were used to fully repay the then-outstanding senior notes due in June 2021, retire the Partnership’s revolving credit facility due in May 2020 and pay the associated transaction expenses, with the remaining balance reserved for general corporate purposes. The Partnership is to pay quarterly interest at either a fixed rate of 9.875% per annum in cash or, at their periodic option through January 30, 2022, a fixed rate of 7.50% per annum in cash plus a The Senior Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022. Proposed C-Corporation Conversion On September 27, 2018, StoneMor GP LLC (the “general partner”) and the Partnership publicly announced a plan to convert from a master limited partnership structure to a more traditional C-Corporation structure. Accordingly, the general partner and the Partnership entered into a Merger and Reorganization Agreement (as amended to date, the “Merger Agreement”) with StoneMor GP Holdings and Hans Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the general partner, providing for a series of transactions and resulting in (i) the general partner converting into a Delaware corporation to be named “StoneMor Inc.” and (ii) Hans Merger Sub merging with and into the Partnership (the “Merger”) with the Partnership surviving and with StoneMor Inc. as its sole general partner, in each case, pursuant to the terms of the Merger Agreement (collectively, the “C-Corporation Conversion”). At the consummation of the Merger, which is anticipated to be no later than the end of the fourth quarter of 2019, the general partner will complete its transition to a new publicly traded Delaware corporation, StoneMor Inc. Going Concern and Uses and Sources of Liquidity The Partnership’s primary sources of liquidity are cash generated from operations and the remaining balance of the proceeds from the sale of the Senior Secured Notes. As a master limited partnership (“MLP”), the Partnership's primary cash requirements, in addition to normal operating expenses, are for capital expenditures, net contributions to the merchandise and perpetual care trust funds, debt service and cash distributions. In general, as part of its operating strategy, the Partnership expects to fund: • working capital deficits through available cash, including the remaining balance of the proceeds from the sale of the Senior Secured Notes, cash generated from operations and divestitures of non-core assets; • expansion capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service obligations through available cash, cash generated from operations or asset sales. Amounts contributed to the merchandise trust funds will be withdrawn at the time of the delivery of the product or service sold to which the contribution relates (see "Summary of Significant Accounting Policies" section below regarding revenue recognition), which will reduce the amount of additional borrowings or asset sales needed; and • any cash distributions the Partnership is permitted and determines to pay in accordance with its partnership agreement and maintenance capital expenditures through available cash and cash flows from operating activities. While the Partnership relies heavily on its available cash and cash flows from operating activities to execute its operational strategy and meet its financial commitments and other short-term financial needs, the Partnership cannot be certain that sufficient capital will be generated through operations or be available to the Partnership to the extent required and on acceptable terms. The Partnership has experienced negative financial trends, including use of cash in operating activities, which, when considered in the aggregate, raise substantial doubt about the Partnership’s ability to continue as a going concern. These negative financial trends include: • the Partnership has continued to incur net losses for the nine months ended September 30, 2019 and has an accumulated deficit and negative cash flows from operating activities as of September 30, 2019, due to an increased competitive environment, increased expenses due to the proposed C-Corporation Conversion and increases in professional fees and compliance costs; and • a decline in billings coupled with the increase in professional, compliance and consulting expenses tightened the Partnership's liquidity position and increased reliance on long-term financial obligations, which, in turn, eliminated the Partnership's ability to pay distributions. During 2018 and 2019, the Partnership implemented (and will continue to implement) various actions to improve profitability and cash flows to fund operations. A summary of these actions is as follows: • sold an aggregate of 52,083,333 of the Partnership’s preferred units, representing limited partner interests in the Partnership, for an aggregate purchase price of $57.5 million and completed a private placement of $385.0 million of the Senior Secured Notes ; • continue to manage recurring operating expenses and seek to limit non-recurring operating expenses over the next twelve-month period; and • identify and complete sales of select assets to provide supplemental liquidity. Based on the Partnership's forecasted operating performance, planned actions to improve profitability, cash flows and projected plans to file financial statements on a timely basis consistent with the debt covenants, the Partnership does not believe it is probable that the Partnership will breach the covenants under the Indenture for the next twelve-month period. However, there is no certainty that the Partnership's actual operating performance and cash flows will not be substantially different from forecasted results and no certainty the Partnership will not need amendments to the Indenture in the future and such amendments will be granted. Factors that could impact the significant assumptions used by the Partnership in assessing its ability to satisfy its financial covenants include the following: • operating performance not meeting reasonably expected forecasts; • failing to generate profitable sales; • failing to achieve cost reduction targets; • inability to achieve and capitalize on its divestiture strategy; • investments in the Partnership's trust funds experiencing significant declines due to factors outside its control; • inability to compete successfully with other cemeteries and funeral homes in the Partnership's markets; • the number of deaths in the Partnership's markets declining; and • the mix of funeral and cemetery revenues between burials and cremations. If the Partnership's planned, implemented and not yet implemented actions are not completed or implemented and cash savings are not realized, or the Partnership fails to improve its operating performance and cash flows or the Partnership is not able to comply with the covenants under the Indenture, the Partnership may be forced to limit its business activities, limit its ability to implement further modifications to its operations or limit the effectiveness of some actions that are included in its forecasts, amend its Indenture and/or seek other sources of capital, and the Partnership may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Partnership's access to inventory or services that are important to the operation of the Partnership's business. Given the Partnership's level of cash and cash equivalents, to preserve capital resources and liquidity, the Board of Directors of the General Partner concluded that it was not in the best interest of unitholders to pay distributions to unitholders after the first quarter of 2017. In addition, the Indenture effectively prohibits the Partnership from making distributions to unitholders. Any of these events may have a material adverse effect on the Partnership's results of operations and financial condition. The ability of the Partnership to continue as a going concern is dependent upon achieving the action plans noted above. The unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2019 were prepared on the basis of a going concern, which contemplates that the Partnership will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments, if any, that would be necessary should the Partnership be required to liquidate its assets. Summary of Significant Accounting Policies Refer to Note 1 to the Partnership’s audited consolidated financial statements included in Item 8 of its Amended Annual Report Use of Estimates The preparation of the Partnership’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions as described in its Amended Annual Report. These estimates and assumptions may affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could differ from those estimates. Cash and Cash Equivalents The Partnership considers all highly liquid investments purchased with an original maturity of three months or less from the time they are acquired to be cash equivalents. Cash and Cash Equivalents was $43.5 million and $18.1 million as of September 30, 2019 and December 31, 2018, respectively. Restricted Cash Cash that is restricted from withdrawal or use under the terms of certain contractual agreement is recorded as restricted cash. Restricted cash was $20.6 million as of September 30, 2019, primarily related to cash collateralization of the Partnership’s letters of credit and surety bonds. There was no restricted cash as of December 31, 2018. Revenues The Partnership's revenues are derived from contracts with customers through sale and delivery of death care products and services. Primary sources of revenue are derived from (1) cemetery and funeral home operations generated both at the time of death (“at-need”) and prior to the time of death (“pre-need”), which are classified on the unaudited condensed consolidated statements of operations as Interments, Merchandise and Services, (2) investment income, which includes income earned on assets maintained in perpetual care and merchandise trusts related to sales of cemetery and funeral home merchandise and services occurring prior to the time of death that are required to be maintained in the trust by state law and (3) interest earned on pre-need installment contracts. Investment income is presented within Investment and other for Cemetery revenue and Services for Funeral home revenue. Revenue is measured based on the consideration specified in a contract with a customer and is net of any sales incentives and amounts collected on behalf of third parties. Pre-need contracts are price guaranteed, providing for future merchandise and services at prices prevailing when the agreements are signed. The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Sales taxes assessed by a governmental authority are excluded from revenue. Deferred Revenues Revenues from the sale of services and merchandise as well as any investment income from the merchandise trusts is deferred until such time that the services are performed or the merchandise is delivered. In addition, for amounts deferred on new contracts and investment income and unrealized gains on our merchandise trusts, deferred revenues include deferred revenues from pre-need sales that were entered into by entities prior to the Partnership’s acquisition of those entities or the assets of those entities. The Partnership provides for a profit margin for these deferred revenues to account for the projected future costs of delivering products and providing services on pre-need contracts that the Partnership acquired through acquisition. These revenues and their associated costs are recognized when the related merchandise is delivered or services are performed and are presented on a gross basis on the unaudited condensed consolidated statements of operations. Accounts Receivable, Net of Allowance The Partnership sells pre-need cemetery contracts whereby the customer enters into arrangements for future merchandise and services prior to the time of need. These sales are usually made using interest-bearing installment contracts not to exceed 60 months. The interest income is recorded as revenue when the interest amount is considered realizable and collectible, which typically coincides with cash payment. Interest income is not recognized until payments are collected in accordance with the contract. At the time of a pre-need sale, the Partnership records an account receivable in an amount equal to the total contract value less unearned finance income and any cash deposit paid, net of an estimated allowance for customer cancellations. The Partnership recognizes an allowance for cancellation of these receivables based upon its historical experience, which is recorded as a reduction in accounts receivable and a corresponding offset to deferred revenues. The Partnership recognizes an allowance for cancellation of receivables related to recognized contracts as an offset to revenue. Management evaluates customer receivables for impairment based upon its historical experience, including the age of the receivables and the customers’ payment histories Leases The Partnership leases a variety of assets throughout its organization, such as office space, funeral homes, warehouses and equipment. The Partnership has both operating and finance leases. The Partnership’s operating leases primarily include office space, funeral homes and equipment. The Partnership’s finance leases primarily consist of vehicles and certain IT equipment. The Partnership determines whether an arrangement is or contains a lease at the inception of the arrangement based on the facts and circumstances in each contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Partnership recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements with an initial term in excess of 12 months, the Partnership records the lease liability and Right of Use (“ROU”) asset at commencement date based upon the present value of the sum of the remaining minimum rental payments, which exclude executory costs. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received. Certain leases provide the Partnership with the option to renew for additional periods , with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. The exercise of lease renewal options is at the Partnership’s sole discretion, and the Partnership is only including the renewal option in the lease term when the Partnership can be reasonably certain that the Partnership will exercise the additional options. As most of the Partnership’s leases do not provide an implicit rate, the Partnership uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Partnership evaluates the term of the lease, type of asset and its weighted average cost of capital to determine its incremental borrowing rate used to measure the ROU asset and lease liability . The Partnership calculates operating lease expense ratably over the lease term plus any reasonably assured renewal periods. The Partnership considers reasonably assured renewal options, fixed escalation provisions and residual value guarantees in its calculation. Leasehold improvements are amortized over the shorter of the lease term or asset life, which may include renewal periods where the renewal is reasonably assured, and are included in the determination of straight-line rent expense. The depreciable life of assets and leasehold improvements are generally limited by the expected lease term. The Partnership’s leases also typically have lease and non-lease components, which are generally accounted for separately and not included in the measurement of the ROU asset and lease liability. Net Loss per Common Unit Basic net loss attributable to common limited partners per unit is computed by dividing net loss attributable to common limited partners, which is determined after the deduction of the general partner’s interest, by the weighted average number of common limited partner units outstanding during the period. Net loss attributable to common limited partners is determined by deducting net loss attributable to participating securities, if applicable, and net loss attributable to the general partner’s units. The general partner’s interest in net loss is calculated on a quarterly basis based upon its units and incentive distributions to be distributed for the quarter, with a priority allocation of net income to the general partner’s incentive distributions, if any, in accordance with the partnership agreement and the remaining net loss allocated with respect to the general partner’s and limited partners’ ownership interests. The Partnership presents net loss per unit under the two-class method for MLP, which considers whether the incentive distributions of an MLP represent a participating security when considered in the calculation of earnings per unit under the two-class method. The two-class method considers whether the partnership agreement contains any contractual limitations concerning distributions to the incentive distribution rights that would impact the amount of earnings to allocate to the incentive distribution rights for each reporting period. If distributions are contractually limited to the incentive distribution rights’ share of currently designated available cash for distributions, as defined under the partnership agreement, undistributed earnings in excess of available cash should not be allocated to the incentive distribution rights. Under the two-class method, management believes the partnership agreement contractually limits cash distributions to available cash; therefore, undistributed earnings in excess of available cash are not allocated to the incentive distribution rights. The following is a reconciliation of net loss allocated to the common limited partners for purposes of calculating net loss attributable to common limited partners per unit (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net loss $ (42,652 ) $ (17,225 ) $ (99,584 ) $ (52,165 ) Less: Incentive distribution right (“IDR”) payments to general partner — — — — Net loss to allocate to general and limited partners (42,652 ) (17,225 ) (99,584 ) (52,165 ) General partner’s interest excluding IDRs (426 ) (179 ) (1,018 ) (543 ) Net loss attributable to common limited partners $ (42,226 ) $ (17,046 ) $ (98,566 ) $ (51,622 ) Diluted net loss attributable to common limited partners per unit is calculated by dividing net loss attributable to common limited partners, less income allocable to participating securities, by the sum of the weighted average number of common limited partner units outstanding and the dilutive effect of unit awards, as calculated by the treasury stock or if converted methods, as applicable. These awards consist of common units that are contingently issuable upon the satisfaction of certain vesting conditions and common units issuable upon the exercise of certain unit appreciation rights awards under the terms of the Partnership’s long-term incentive plans. The following table sets forth the reconciliation of the Partnership’s weighted average number of common limited partner units used to compute basic net loss attributable to common limited partners per unit with those used to compute diluted net loss attributable to common limited partners per unit (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Weighted average number of common limited partner units—basic 38,916 37,959 38,438 37,959 Effect of dilutive incentive awards ( 1) — — — — Weighted average number of common limited partner units—diluted 38,916 37,959 38,438 37,959 (1) For the three and nine months ended September 30, 2019, the diluted weighted average number of limited partner units outstanding presented on the unaudited condensed consolidated statement of operations does not include 563,183 units as their effects would be anti-dilutive. In addition, all outstanding Preferred Units are exempt for purposes of calculating the diluted weighted average number of common limited partner units, as their conversion is not based on meeting a contingency derived from the Partnership’s unit price. The Preferred Units are convertible upon the completion of the Rights Offering (defined herein), which occurred early in the fourth quarter of 2019. For further detail on the Rights Offering, see Note 17 Subsequent Events. For the three and nine months ended September 30, 2018, the diluted weighted average number of limited partner units outstanding presented on the unaudited condensed consolidated statement of operations does not include 560,839 units, as their effects would be anti-dilutive. Recently Adopted Accounting Standards Leases The Partnership adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) ASU 2016-02 provides for certain practical expedients when adopting the guidance. The Partnership elected the package of practical expedients allowing the Partnership to not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases or initial direct costs for any expired or existing leases. The Partnership did not apply the hindsight practical expedient. The Partnership applied the land easements practical expedient allowing the Partnership to not assess whether any expired or existing land easements are or contain leases, if they were not previously accounted for as leases under the existing leasing guidance. Instead, the Partnership will continue to apply its existing accounting policies to historical land easements. The Partnership elected to apply the short-term lease exception; therefore, the Partnership did not record a ROU asset or corresponding lease liability for leases with a term of twelve months or less and instead recognized a single lease cost allocated over the lease term, generally on a straight-line basis. The Partnership is separating lease components from non-lease components, as it did not elect the applicable practical expedient. The Partnership has excluded maintenance, taxes and insurance costs from the calculation of the initial lease liability in the transition. Non-lease components are accounted for separately from the lease, recorded as maintenance, taxes and insurance and expensed as incurred. The Partnership adopted the new guidance on January 1, 2019 and as a result of the adoption, the Partnership recorded: • a $1.1 million reclassification from Intangible assets to Other assets for below market lease intangibles; • a $0.1 million and $0.2 million reclassification from Accounts payable and accrued liabilities and Other long-term liabilities, respectively, to Other assets for a deferred gain on a sale leaseback transaction; • a $0.3 million and $3.5 million reclassification from Accounts payable and accrued liabilities and Other long-term liabilities, respectively, to Other assets for a rent incentive; • a $15.3 million increase to Other assets for operating lease right-of-use assets; and • a $2.2 million and $13.1 million increase to Accounts payable and accrued liabilities and Other long-term liabilities, respectively, for operating lease liabilities. The foregoing adjustments r esulted in the creation of a net ROU asset of $12.3 million and operating lease liability of $15.3 million as of the adoption date. In connection with the adoption of these new lease standards, the Partnership implemented internal controls to ensure that its contracts are properly evaluated to determine applicability under ASU 2016-02 and that the Partnership properly applies ASU 2016-02 in accounting for and reporting on all its qualifying leases. Stock Compensation In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Presentation In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of partners’ deficit for interim financial statements. Under the amendments, an analysis of changes in each caption of shareholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The final rule was effective on November 5, 2018; as such, the Partnership used the new presentation of a condensed consolidated statement of Partners' deficit within its interim financial statements in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2019. Recently Issued Accounting Standard Updates - Not Yet Effective Credit Losses In June 2016, FASB issued ASU No. 2016-13, Credit Losses (Topic 326) Codification Improvements to Topic 326, Financial Instruments-Credit Losses , Financial Instruments-Credit Losses-Measured at Amortized Cost Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Financial Instruments-Credit Losses (Topic 326), Financial Instruments Variable Interest Entities In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Intere | 1. GENERAL Nature of Operations StoneMor Partners L.P. (the "Partnership") is a provider of funeral and cemetery products and services in the death care industry in the United States. As of December 31, 2018, the Partnership operated 322 cemeteries in 27 states and Puerto Rico, of which 291 were owned and 31 were operated under lease, management or operating agreements. The Partnership also owned and operated 90 funeral homes, including 42 located on the grounds of cemetery properties that we own, in 17 states and Puerto Rico. Basis of Presentation The consolidated financial statements included in this Annual Report on Form 10-K/A have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Principles of Consolidation The consolidated financial statements include the accounts of each of the Partnership’s 100% owned subsidiaries. These statements also include the accounts of the merchandise and perpetual care trusts in which the Partnership has a variable interest and is the primary beneficiary. The Partnership operates 31 cemeteries under long-term lease, operating or management agreements. The operations of 16 of these managed cemeteries have been consolidated. The Partnership operates 15 cemeteries under long-term leases and other agreements that do not qualify as acquisitions for accounting purposes. As a result, the Partnership did not consolidate all of the existing assets and liabilities related to these cemeteries. The Partnership has consolidated the existing assets and liabilities of the merchandise and perpetual care trusts associated with these cemeteries as variable interest entities since the Partnership controls and receives the benefits and absorbs any losses from operating these trusts. Under the long-term leases, and other agreements associated with these properties, which are subject to certain termination provisions, the Partnership is the exclusive operator of these cemeteries and earns revenues related to sales of merchandise, services and interment rights, and incurs expenses related to such sales, including the maintenance and upkeep of these cemeteries. Upon termination of these agreements, the Partnership will retain all of the benefits and related contractual obligations incurred from sales generated during the agreement period. The Partnership has also recognized the existing customer contract-related performance obligations that it assumed as part of these agreements. Total revenues derived from the cemeteries under these agreements totaled approximately $52.3 million and $59.0 million for the years ended December 31, 2018 and 2017, respectively. Reclassifications and Adjustments to Prior Period Financial Statements The following reclassifications outlined in the table below were made to the consolidated statement of operations for the year ended December 31, 2017 to conform the presentation of revenues for Cemetery Operations to the corresponding presentation in the consolidated statement of operations for the year ended December 31, 2018. These reclassifications were made primarily to (1) present revenue related to interment rights separately from Merchandise revenue and (2) to reclassify revenue related to the installation of certain cemetery merchandise items from Merchandise revenue to Services revenue. These reclassifications had no further impact on the consolidated statement of operations for the year ended December 31, 2017 and had no impact on the previously reported consolidated balance sheet as of December 31, 2017 and the consolidated statement of cash flows for the year ended December 31, 2017. Financial Statement Line Item 2017 As Previously Reported Reclassifications 2017 As Adjusted Revenues: Cemetery: Interments $ — $ 75,077 $ 75,077 Merchandise 159,546 (83,944 ) 75,602 Services 62,435 8,269 70,704 Investment and other 54,715 598 55,313 Total Cemetery Revenues $ 276,696 $ — $ 276,696 Merger and Reorganization Agreement On September 27, 2018, the Partnership, StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), StoneMor GP Holdings LLC, a Delaware limited liability company and the sole member of GP (“GP Holdings”), and Hans Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of GP (“Merger Sub”), entered into a Merger and Reorganization Agreement (the “Merger Agreement”) pursuant to which, among other things, GP will convert from a Delaware limited liability company into a Delaware corporation to be named StoneMor Inc. (the “Company” when referring to StoneMor Inc. subsequent to such conversion), the Partnership will become a wholly owned subsidiary of the Company and the unitholders of the Partnership will become stockholders in the Company. Upon the terms and subject to the conditions set forth in the Merger Agreement, GP Holdings shall contribute the 2,332,878 common units representing limited partner interests in the Partnership (the “Common Units”) owned by it (the “GP Holdings’ Common Units”) to GP and immediately following receipt thereof, GP shall contribute the GP Holdings’ Common Units to StoneMor LP Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of GP (“LP Sub”) and LP Sub shall be admitted as a limited partner of the Partnership; (ii) GP shall convert into the Company (the “Conversion”) and all of the limited liability company interests of GP held by GP Holdings prior to the Conversion shall be canceled; (iii) as part of the Conversion and before giving effect to the Merger (as defined below), GP Holdings will be the sole stockholder of StoneMor Inc. and, as consideration for the Conversion and the Merger, will receive 2,332,878 shares of common stock, par value $0.01 per share, of StoneMor Inc. (the “Company Shares”) (subject to adjustment as provided in the Merger Agreement) with respect to the 2,332,878 Common Units held by LP Sub immediately prior to the Conversion, and 2,950,000 Company Shares (the “General Partner Shares”) (also subject to adjustment as provided in the Merger Agreement) with respect to the 1.04% general partner interest, the incentive distribution rights and the governance and all other economic and other rights associated with the general partner interest held indirectly by GP Holdings through the GP immediately prior to the Conversion. Pursuant to the Merger Agreement, (i) any then outstanding awards of phantom units granted to a member of the GP Board under the StoneMor Partners L.P. Long-Term Incentive Plan(as amended April 19, 2010) (the “2004 Partnership Equity Plan”), (ii) any then outstanding award of Phantom Units granted to a member of the GP Board under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the “2014 Partnership Equity Plan”), which was also renamed the StoneMor Amended and Restated 2018 Long-Term Incentive Plan (the “Restated Plan”), (iii) any then outstanding award of Phantom Units that is not a 2004 Director Deferred Phantom Unit Award or a 2014 Director Deferred Phantom Unit Award granted under either the 2004 Partnership Equity Plan or the 2014 Partnership Equity Plan (a “Phantom Award”), (iv) any then outstanding award of restricted units (“Restricted Units”) granted under the 2014 Partnership Equity Plan, (v) any then outstanding award of unit appreciation rights (“UARs”) granted under the 2004 Partnership Equity Plan (a “UAR Award”) shall, without any required action on the part of the holder thereof, be assumed by the Company and converted into an award denominated in Company Shares. At the Effective Time, Merger Sub shall be merged with and into the Partnership (the “Merger”), with the Partnership surviving and with the Company as its sole general partner and LP Sub as its sole holder of Common Units and each outstanding Common Unit, including certain phantom units granted to members of the GP Board under the 2004 Partnership Equity Plan but excluding any Common Units held by LP Sub, being converted into the right to receive one Company Share. All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become limited partner interests in the surviving entity. Following the Effective Time, the general partnership interests in the Partnership issued and outstanding immediately prior to the Effective Time shall remain outstanding and unchanged subject to such changes as are set forth in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 9, 2008, as amended as of November 3, 2017 (the “LPA”), and the Company shall continue to be the sole general partner of the Partnership. Per the terms of the Merger Agreement each Party shall bear its own expenses, costs and fees (including attorneys’, auditors’ and financing fees, if any) in connection with the preparation and delivery of the Merger Agreement and compliance therewith, whether or not the transactions contemplated by the Merger Agreement are effected. The Partnership has incurred $2.1 million in legal and other expenses for the transactions contemplated by the Merger Agreement through December 31, 2018. Uses and Sources of Liquidity The Partnership’s primary sources of liquidity are cash generated from operations and borrowings under its revolving credit facility. As a master limited partnership (“MLP”), the Partnership's primary cash requirements, in addition to normal operating expenses, are for capital expenditures, net contributions to the merchandise and perpetual care trust funds, debt service and cash distributions. In general, as part of its operating strategy, the Partnership expects to fund: • working capital deficits through cash generated from operations, additional borrowings, and sales of underperforming properties; • expansion capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service obligations through available cash, cash generated from operations, additional borrowings or asset sales. Amounts contributed to the merchandise trust funds will be withdrawn at the time of the delivery of the product or service sold to which the contribution relates (see "Summary of Significant Accounting Policies" section below regarding revenue recognition), which will reduce the amount of additional borrowings or asset sales needed; and • any cash distributions the Partnership is permitted and determines to pay in accordance with its partnership agreement and maintenance capital expenditures through available cash and cash flows from operating activities. While the Partnership relies heavily on its cash flows from operating activities and borrowings under its credit facility to execute its operational strategy and meet its financial commitments and other short-term financial needs, the Partnership cannot be certain that sufficient capital will be generated through operations or available to the Partnership to the extent required and on acceptable terms. Moreover, although the Partnership's cash flows from operating activities have been positive, the Partnership has experienced negative financial trends which, when considered in the aggregate, raise substantial doubt about the Partnership’s ability to continue as a going concern. These negative financial trends include: • the Partnership has continued to incur net losses for the years ended December 31, 2018 and 2017 and has an accumulated deficit as of December 31, 2018, due to an increased competitive environment, an increase in professional fees and compliance costs and an increase in consulting fees associated with the Partnership's adoption and implementation of the Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers • decline in billings coupled with the increase in professional, compliance and consulting expenses, tightened the Partnership's liquidity position and increased reliance on long-term financial obligations, which, in turn, eliminated the Partnership's ability to pay distributions; • the Partnership's failure to comply with certain debt covenants required by the Partnership’s credit facility due to the Partnership's inability to complete a timely filing of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as exceeding of the maximum consolidated leverage ratio financial covenant for the quarters ended December 31, 2017 and March 31, 2018, exceeding the maximum consolidated secured net leverage ratio financial covenant for the periods ended June 30, 2018, September 30, 2018 and December 31, 2018 and not being able to achieve the minimum consolidated fixed charge coverage ratio for the periods ended June 30, 2018, September 30, 2018 and December 31, 2018. As further disclosed in the credit facility subsection in Note 10 Long-Term Debt, these failures constituted defaults that the Partnership's lenders agreed to waive; and • the provision for ticking fees assessed on the amount of outstanding loans made under the Tranche A Revolving Credit Facility (the “Tranche A Revolving Loans”) and payable to the Tranche A Revolving Lenders (i) in-kind, by increasing the outstanding principal amount of such Lender’s Tranche A Revolving Loans (“PIK”) or (ii) in cash in the following amounts and on the following dates: • 3.00% on July 1, 2019, of which (x) 2.00% shall PIK and (y) 1.00% shall be payable in cash, unless Required Lenders agree to PIK; • 1.00% on August 1, 2019, payable in cash, unless the Required Lenders agree to PIK; • 1.00% on September 1, 2019, payable in cash, unless the Required Lenders agree to PIK; and • 1.00% on October 1, 2019, PIK; During 2018 and to date in 2019, the Partnership has implemented (and will continue to implement) various actions to improve profitability and cash flows to fund operations. A summary of these actions is as follows: • continue to manage recurring operating expenses and seek to limit non-recurring operating expenses over the next twelve-month period, which includes the January 2019 Restructuring actions as further discussed in Note 19 Subsequent Events; • the Partnership engaged a financial advisor to advise the Partnership in the arrangement of the refinancing in full of the obligations with respect to the Tranche A Revolving Credit Facility including debt and equity financing vehicles, however, at this time the Partnership has no commitments to obtain any additional funds, and there can be no such assurance such funds will be available on acceptable terms or at all; • complete sales of certain assets and businesses to provide supplemental liquidity; and • for the reasons disclosed above, the Partnership was not in compliance with certain of its amended credit facility covenants as of December 31, 2017, March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018. These failures constituted defaults that the lenders agreed to waive pursuant to the Sixth Amendment and Waiver, the Seventh Amendment and Waiver and the Eighth Amendment and Waiver to the Partnership's credit facility on June 12, 2018, July 13, 2018 and February 4, 2019, respectively, as disclosed in the credit facility subsection in Note 10 Long-Term Debt and in Note 19 Subsequent Events. Moreover, based on the Partnership's forecasted operating performance, cash flows and projected plans to file financial statements on a timely basis consistent with the debt covenants, the Partnership does not believe it is probable that the Partnership will further breach the covenants under its amended credit facility for the next twelve-month period. However, there is no certainty that the Partnership's actual operating performance and cash flows will not be substantially different from forecasted results, and no certainty the Partnership will not need further amendments to its credit facility in the future. Factors that could impact the significant assumptions used by the Partnership in assessing its ability to satisfy its financial covenants include the following: • operating performance not meeting reasonably expected forecasts; • failing to generate profitable sales; • investments in the Partnership's trust funds experiencing significant declines due to factors outside its control; • being unable to compete successfully with other cemeteries and funeral homes in the Partnership's markets; • the number of deaths in the Partnership's markets declining; and • the mix of funeral and cemetery revenues between burials and cremations. If the Partnership's planned and implemented actions are not completed and cash savings realized and the Partnership fails to improve its operating performance and cash flows, or the Partnership is not able to comply with the covenants under its amended credit facility, the Partnership may be forced to limit its business activities, implement further modifications to its operations, further amend its credit facility and/or seek other sources of capital, and the Partnership may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Partnership's access to inventory or services that are important to the operation of the Partnership's business. Given the Partnership's level of cash and cash equivalents, to preserve capital resources and liquidity, the Board of Directors of the General Partner concluded that it was not in the best interest of unitholders to pay distributions to unitholders after the first quarter of 2017. In addition, the Partnership's revolving credit facility prohibits the Partnership from making distributions to unitholders. Any of these events may have a material adverse effect on the Partnership's results of operations and financial condition. The ability of the Partnership to meets its obligations at December 31, 2018, and to continue as a going concern is dependent upon achieving the action plans noted above. The consolidated financial statements for the year ended December 31, 2018 were prepared on the basis of a going concern which contemplates that the Partnership will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments, if any, that would be necessary should the Partnership be required to liquidate its assets. The ability of the Partnership to meet its obligations at December 31, 2018, and to continue as a going concern is dependent upon the availability of a refinancing in full of the obligations with respect to the Tranche A Revolving Credit Facility, continued ability to manage expenses and increased sales. As such, the consolidated financial statements included in this Annual Report on Form 10-K/A do not include any adjustments that might result from the outcome of these uncertainties. Summary of Significant Accounting Policies Use of Estimates The preparation of the Partnership’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expense during the reporting periods. The Partnership’s consolidated financial statements are based on a number of significant estimates, including revenue and expense accruals, depreciation and amortization, merchandise trust and perpetual care trust asset valuation, allowance for cancellations, unit-based compensation, deferred revenues, deferred merchandise trust investment earnings, deferred selling and obtaining costs, assets and liabilities obtained through business combinations, income taxes, hurricane-related losses and goodwill including any interim assessment for impairment. As a result, actual results could differ from those estimates. Revenues The Partnership's revenues are derived from contracts with customers through sale and delivery of death care products and services. Primary sources of revenue are derived from (1) cemetery and funeral home operations generated both at the time of death (“at-need”) and prior to the time of death (“pre-need”), classified on the Statements of Operations as Interments, Merchandise and Services and (2) investment income which includes income earned on assets maintained in perpetual care and merchandise trusts related to sales of cemetery and funeral home merchandise and services occurring prior to the time of death and required to be maintained in the trust by state law as well as interest earned on pre-need installment contracts. Investment income is presented within Investment and other for Cemetery revenue and Services for Funeral home revenue Cemetery and Funeral Home Operations Revenue is measured based on the consideration specified in a contract with a customer, and is net of any sales incentives and amounts collected on behalf of third parties. Pre-need contracts are price guaranteed, providing for future merchandise and services at prices prevailing when the agreements are signed. The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Sales taxes assessed by a governmental authority are excluded from revenue. Any shipping and handling costs that are incurred after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold. Investment income is earned on certain payments received from the customer on pre-need contracts, which are required by law to be deposited into the merchandise and service trusts. Amounts are withdrawn from the merchandise trusts when the Partnership fulfills the performance obligations. Earnings on these trust funds, which are specifically identifiable for each performance obligation, are also included in total transaction price. Pre-need contracts are generally subject to financing arrangements on an installment basis, with a contractual term not to exceed 60 months. Interest income is recognized utilizing the effective interest method. For those contracts that do not bear a market rate of interest, the Partnership imputes such interest based upon the prime rate at the time of origination plus 375 basis points in order to segregate the principal and interest component of the total contract value. The Partnership has elected to not adjust the transaction price for the effects of a significant financing component for contracts that have payment terms under one year. At the time of a non-cancellable pre-need sale, the Partnership records an account receivable in an amount equal to the total contract value less unearned finance income and any cash deposit paid. The revenue from both the sales and interest income from trusted funds are deferred until the merchandise is delivered or the services are performed. For a sale in a cancellable state, an account receivable is only recorded to the extent control has transferred to the customer for interment rights, merchandise or services for which the Partnership has not collected cash. The amounts collected from customers in states in which pre-need contracts are cancellable may be subject to refund provisions. The Partnership estimates the fair value of its refund obligation under such contracts on a quarterly basis and records such obligations within the other long-term liabilities line item on its Condensed Consolidated Balance Sheet. Nature of Goods and Services The following is a description of the principal activities, separated by reportable segments, from which the Partnership generates its revenue. As discussed more fully in Note 18 Segment Information, the Partnership operates two reportable segments: Cemetery Operations and Funeral Home Operations. Cemetery Operations The Cemetery Operations segment principally generates revenue from (1) providing rights to inter remains in a specific cemetery property inventory space such as burial lots and constructed mausoleum crypts (“Interments”), (2) sales of cemetery merchandise which includes markers (i.e., method of identifying a deceased person in a burial space, crypt or niche), base (i.e., the substrate upon which a marker is placed), vault (i.e., a container installed in the burial lot in which the casket is placed), caskets, cremation niches and other cemetery related items (“Merchandise”) and (3) service revenues, including opening and closing (“O&C”), a service of digging and refilling burial spaces to install the burial vault and place the casket into the vault, cremation services and fees for installation of cemetery merchandise (“Services”). Products and services may be sold separately or in packages. For packages, the Partnership accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services in a package based on their relative stand-alone selling prices. The stand-alone selling price is determined by management based upon local market conditions and reasonable ranges for both merchandise and services which is the best estimate of the stand-alone price. For items that are not sold separately (e.g., second interment rights), the Partnership estimates stand-alone selling prices using the best estimate of market value. The Partnership estimated the stand-alone selling price using inputs such as average selling price and list price broken down by each geographic location. Additionally the Partnership considered typical sales promotions that could have impacted the stand-alone selling price estimates. Interments revenue is recognized when control transfers, which is when the property is available for use by the customer. For pre-construction mausoleum contracts, the Partnership will only recognize revenue once the property is constructed and the customer has obtained substantially all of the remaining benefits of the property. Sales taxes collected are recognized on a net basis in our condensed consolidated financial statements. Merchandise revenue and deferred investment earnings on merchandise trusts are recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (title has transferred to the customer and the merchandise is either installed or stored, at the direction of the customer, at the vendor’s warehouse or a third-party warehouse at no additional cost to the Partnership). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligation. The estimate of the refund obligation is reevaluated on a quarterly basis. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a pre-need contract; these amounts are also recognized in revenue at the time the contract is cancelled. Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. The cost of goods sold related to merchandise and services reflects the actual cost of purchasing products and performing services and the value of cemetery property depleted through the recognized sales of interment rights. The costs related to the sales of lots and crypts are determined systematically using a specific identification method under which the total value of the underlying cemetery property and the lots available to be sold at the location are used to determine the cost per lot. Funeral Home Operations Our Funeral Home Operations segment principally generates revenue from (1) sales of funeral home merchandise which includes caskets and other funeral related items (“Merchandise”) and (2) service revenues, including services such as family consultation, the removal of and preparation of remains and the use of funeral home facilities for visitation and services of remembrance (“Services”). Our funeral home operations also include revenues related to the sale of term and whole life insurance on an agency basis, in which we earn a commission from the sales of these policies. Insurance commission revenue is reported within service revenues. Products and services may be sold separately or in packages. For packages, the Partnership accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services based on their relative stand-alone selling prices. The relative stand-alone selling price is determined by management's best estimate of the stand-alone price based upon the list price at each location. Funeral Home Operations primarily generate revenues from at-need sales. Merchandise revenue is recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (title has transferred to the customer and the merchandise is either installed or stored, at the direction of the customer, at the vendor’s warehouse or a third-party warehouse). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligations. The estimate of the refund obligation is reevaluated on a quarterly basis. Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. Costs related to the delivery or performance of merchandise and services are charged to expense when merchandise is delivered or services are performed. Deferred Selling and Obtaining Costs The Partnership defers certain costs (i.e., commissions and bonuses) that are incremental to obtaining pre-need cemetery and funeral contracts. The Partnership calculates the deferred selling costs asset by dividing total deferred selling and obtaining expenses by total deferrable revenues and multiplying such percentage by the periodic change in gross deferred revenues. Such costs are recognized when the associated performance obligation is fulfilled based upon the net change in deferred revenues. All other selling costs are expensed as incurred. Additionally, the Partnership has elected the practical expedient of not recognizing incremental costs to obtain as incurred when the amortization period otherwise would have been one year or less. As of December 31, 2018, we had $112.7 million in deferred incremental direct selling costs included in Deferred charges and other assets Cash and Cash Equivalents The Partnership considers all highly liquid investments purchased with an original maturity of three months or less from the time they are acquired to be cash equivalents. Accounts Receivable, Net of Allowance The Partnership sells pre-need cemetery contracts whereby the customer enters into arrangements for future merchandise and services prior to the time of need. These sales are usually made using interest-bearing installment contracts not to exceed 60 months. The interest income is recorded as revenue when the interest amount is considered realizable and collectible, which typically coincides with cash payment. Interest income is not recognized until payments are collected in accordance with the contract. At the time of a pre-need sale, the Partnership records an account receivable in an amount equal to the total contract value less unearned finance income and any cash deposit paid, net of an estimated allowance for customer cancellations. The Partnership recognizes an allowance for cancellation of these receivables based upon its historical experience, which is recorded as a reduction in accounts receivable and a corresponding offset to deferred revenues. The Partnership recognizes an allowance for cancellation of receivables related to recognized contracts as an offset to revenue. Management evaluates customer receivables for impairment based upon its historical experience, including the age of the receivables and the customers’ payment histories. Assets Held for Sale W |
Scenario Previously Reported [Member] | ||
GENERAL | 1. GENERAL Nature of Operations StoneMor Partners L.P. (the "Partnership") is a provider of funeral and cemetery products and services in the death care industry in the United States. As of December 31, 2018, the Partnership operated 322 cemeteries in 27 states and Puerto Rico, of which 291 were owned and 31 were operated under lease, management or operating agreements. The Partnership also owned and operated 90 funeral homes, including 42 located on the grounds of cemetery properties that we own, in 17 states and Puerto Rico. Basis of Presentation The consolidated financial statements included in this Annual Report on Form 10-K have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Principles of Consolidation The consolidated financial statements include the accounts of each of the Partnership’s 100% owned subsidiaries. These statements also include the accounts of the merchandise and perpetual care trusts in which the Partnership has a variable interest and is the primary beneficiary. The Partnership operates 31 cemeteries under long-term lease, operating or management agreements. The operations of 16 of these managed cemeteries have been consolidated. The Partnership operates 15 cemeteries under long-term leases and other agreements that do not qualify as acquisitions for accounting purposes. As a result, the Partnership did not consolidate all of the existing assets and liabilities related to these cemeteries. The Partnership has consolidated the existing assets and liabilities of the merchandise and perpetual care trusts associated with these cemeteries as variable interest entities since the Partnership controls and receives the benefits and absorbs any losses from operating these trusts. Under the long-term leases, and other agreements associated with these properties, which are subject to certain termination provisions, the Partnership is the exclusive operator of these cemeteries and earns revenues related to sales of merchandise, services and interment rights, and incurs expenses related to such sales, including the maintenance and upkeep of these cemeteries. Upon termination of these agreements, the Partnership will retain all of the benefits and related contractual obligations incurred from sales generated during the agreement period. The Partnership has also recognized the existing customer contract-related performance obligations that it assumed as part of these agreements. Total revenues derived from the cemeteries under these agreements totaled approximately $52.3 million and $59.0 million for the years ended December 31, 2018 and 2017, respectively. Reclassifications and Adjustments to Prior Period Financial Statements Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation in the consolidated results of operations, primarily to present interment rights separately from merchandise revenues and to reclassify items that were previously recorded in Merchandise Revenues that represented the installation of certain merchandise items which are now presented in Services. There was no effect on the previously reported consolidated results of operations, consolidated financial position or cash flows, except as described below under " Recently Issued Accounting Standard Updates - Adopted in the Current Period. Merger and Reorganization Agreement On September 27, 2018, the Partnership, StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), StoneMor GP Holdings LLC, a Delaware limited liability company and the sole member of GP (“GP Holdings”), and Hans Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of GP (“Merger Sub”), entered into a Merger and Reorganization Agreement (the “Merger Agreement”) pursuant to which, among other things, GP will convert from a Delaware limited liability company into a Delaware corporation to be named StoneMor Inc. (the “Company” when referring to StoneMor Inc. subsequent to such conversion), the Partnership will become a wholly owned subsidiary of the Company and the unitholders of the Partnership will become stockholders in the Company. Upon the terms and subject to the conditions set forth in the Merger Agreement, GP Holdings shall contribute the 2,332,878 common units representing limited partner interests in the Partnership (the “Common Units”) owned by it (the “GP Holdings’ Common Units”) to GP and immediately following receipt thereof, GP shall contribute the GP Holdings’ Common Units to StoneMor LP Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of GP (“LP Sub”) and LP Sub shall be admitted as a limited partner of the Partnership; (ii) GP shall convert into the Company (the “Conversion”) and all of the limited liability company interests of GP held by GP Holdings prior to the Conversion shall be canceled; (iii) as part of the Conversion and before giving effect to the Merger (as defined below), GP Holdings will be the sole stockholder of StoneMor Inc. and, as consideration for the Conversion and the Merger, will receive 2,332,878 shares of common stock, par value $0.01 per share, of StoneMor Inc. (the “Company Shares”) (subject to adjustment as provided in the Merger Agreement) with respect to the 2,332,878 Common Units held by LP Sub immediately prior to the Conversion, and 2,950,000 Company Shares (the “General Partner Shares”) (also subject to adjustment as provided in the Merger Agreement) with respect to the 1.04% general partner interest, the incentive distribution rights and the governance and all other economic and other rights associated with the general partner interest held indirectly by GP Holdings through the GP immediately prior to the Conversion. Pursuant to the Merger Agreement, (i) any then outstanding awards of phantom units granted to a member of the GP Board under the StoneMor Partners L.P. Long-Term Incentive Plan(as amended April 19, 2010) (the “2004 Partnership Equity Plan”), (ii) any then outstanding award of Phantom Units granted to a member of the GP Board under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the “2014 Partnership Equity Plan”), which was also renamed the StoneMor Amended and Restated 2018 Long-Term Incentive Plan (the “Restated Plan”), (iii) any then outstanding award of Phantom Units that is not a 2004 Director Deferred Phantom Unit Award or a 2014 Director Deferred Phantom Unit Award granted under either the 2004 Partnership Equity Plan or the 2014 Partnership Equity Plan (a “Phantom Award”), (iv) any then outstanding award of restricted units (“Restricted Units”) granted under the 2014 Partnership Equity Plan, (v) any then outstanding award of unit appreciation rights (“UARs”) granted under the 2004 Partnership Equity Plan (a “UAR Award”) shall, without any required action on the part of the holder thereof, be assumed by the Company and converted into an award denominated in Company Shares. At the Effective Time, Merger Sub shall be merged with and into the Partnership (the “Merger”), with the Partnership surviving and with the Company as its sole general partner and LP Sub as its sole holder of Common Units and each outstanding Common Unit, including certain phantom units granted to members of the GP Board under the 2004 Partnership Equity Plan but excluding any Common Units held by LP Sub, being converted into the right to receive one Company Share. All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become limited partner interests in the surviving entity. Following the Effective Time, the general partnership interests in the Partnership issued and outstanding immediately prior to the Effective Time shall remain outstanding and unchanged subject to such changes as are set forth in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 9, 2008, as amended as of November 3, 2017 (the “LPA”), and the Company shall continue to be the sole general partner of the Partnership. Per the terms of the Merger Agreement each Party shall bear its own expenses, costs and fees (including attorneys’, auditors’ and financing fees, if any) in connection with the preparation and delivery of the Merger Agreement and compliance therewith, whether or not the transactions contemplated by the Merger Agreement are effected. The Partnership has incurred $2.1 million in legal and other expenses for the transactions contemplated by the Merger Agreement through December 31, 2018. Uses and Sources of Liquidity The Partnership’s primary sources of liquidity are cash generated from operations and borrowings under its revolving credit facility. As a master limited partnership (“MLP”), the Partnership's primary cash requirements, in addition to normal operating expenses, are for capital expenditures, net contributions to the merchandise and perpetual care trust funds, debt service and cash distributions. In general, as part of its operating strategy, the Partnership expects to fund: • working capital deficits through cash generated from operations, additional borrowings, and sales of underperforming properties; • expansion capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service obligations through available cash, cash generated from operations, additional borrowings or asset sales. Amounts contributed to the merchandise trust funds will be withdrawn at the time of the delivery of the product or service sold to which the contribution relates (see "Summary of Significant Accounting Policies" section below regarding revenue recognition), which will reduce the amount of additional borrowings or asset sales needed; and • any cash distributions the Partnership is permitted and determines to pay in accordance with its partnership agreement and maintenance capital expenditures through available cash and cash flows from operating activities. While the Partnership relies heavily on its cash flows from operating activities and borrowings under its credit facility to execute its operational strategy and meet its financial commitments and other short-term financial needs, the Partnership cannot be certain that sufficient capital will be generated through operations or available to the Partnership to the extent required and on acceptable terms. Moreover, although the Partnership's cash flows from operating activities have been positive, the Partnership has experienced negative financial trends which, when considered in the aggregate, raise substantial doubt about the Partnership’s ability to continue as a going concern. These negative financial trends include: • the Partnership has continued to incur net losses for the years ended December 31, 2018 and 2017 and has an accumulated deficit as of December 31, 2018, due to an increased competitive environment, an increase in professional fees and compliance costs and an increase in consulting fees associated with the Partnership's adoption and implementation of the Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers • decline in billings coupled with the increase in professional, compliance and consulting expenses, tightened the Partnership's liquidity position and increased reliance on long-term financial obligations, which, in turn, eliminated the Partnership's ability to pay distributions; • the Partnership's failure to comply with certain debt covenants required by the Partnership’s credit facility due to the Partnership's inability to complete a timely filing of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as exceeding of the maximum consolidated leverage ratio financial covenant for the quarters ended December 31, 2017 and March 31, 2018, exceeding the maximum consolidated secured net leverage ratio financial covenant for the periods ended June 30, 2018, September 30, 2018 and December 31, 2018 and not being able to achieve the minimum consolidated fixed charge coverage ratio for the periods ended June 30, 2018, September 30, 2018 and December 31, 2018. As further disclosed in the credit facility subsection in Note 10 Long-Term Debt, these failures constituted defaults that the Partnership's lenders agreed to waive; and • the provision for ticking fees assessed on the amount of outstanding loans made under the Tranche A Revolving Credit Facility (the “Tranche A Revolving Loans”) and payable to the Tranche A Revolving Lenders (i) in-kind, by increasing the outstanding principal amount of such Lender’s Tranche A Revolving Loans (“PIK”) or (ii) in cash in the following amounts and on the following dates: • 3.00% on July 1, 2019, of which (x) 2.00% shall PIK and (y) 1.00% shall be payable in cash, unless Required Lenders agree to PIK; • 1.00% on August 1, 2019, payable in cash, unless the Required Lenders agree to PIK; • 1.00% on September 1, 2019, payable in cash, unless the Required Lenders agree to PIK; and • 1.00% on October 1, 2019, PIK; During 2018 and to date in 2019, the Partnership has implemented (and will continue to implement) various actions to improve profitability and cash flows to fund operations. A summary of these actions is as follows: • continue to manage recurring operating expenses and seek to limit non-recurring operating expenses over the next twelve-month period, which includes the January 2019 Restructuring actions as further discussed in Note 19 Subsequent Events; • the Partnership engaged a financial advisor to advise the Partnership in the arrangement of the refinancing in full of the obligations with respect to the Tranche A Revolving Credit Facility including debt and equity financing vehicles, however, at this time the Partnership has no commitments to obtain any additional funds, and there can be no such assurance such funds will be available on acceptable terms or at all; • complete sales of certain assets and businesses to provide supplemental liquidity; and • for the reasons disclosed above, the Partnership was not in compliance with certain of its amended credit facility covenants as of December 31, 2017, March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018. These failures constituted defaults that the lenders agreed to waive pursuant to the Sixth Amendment and Waiver, the Seventh Amendment and Waiver and the Eighth Amendment and Waiver to the Partnership's credit facility on June 12, 2018, July 13, 2018 and February 4, 2019, respectively, as disclosed in the credit facility subsection in Note 10 Long-Term Debt and in Note 19 Subsequent Events. Moreover, based on the Partnership's forecasted operating performance, cash flows and projected plans to file financial statements on a timely basis consistent with the debt covenants, the Partnership does not believe it is probable that the Partnership will further breach the covenants under its amended credit facility for the next twelve-month period. However, there is no certainty that the Partnership's actual operating performance and cash flows will not be substantially different from forecasted results, and no certainty the Partnership will not need further amendments to its credit facility in the future. Factors that could impact the significant assumptions used by the Partnership in assessing its ability to satisfy its financial covenants include the following: • operating performance not meeting reasonably expected forecasts; • failing to generate profitable sales; • investments in the Partnership's trust funds experiencing significant declines due to factors outside its control; • being unable to compete successfully with other cemeteries and funeral homes in the Partnership's markets; • the number of deaths in the Partnership's markets declining; and • the mix of funeral and cemetery revenues between burials and cremations. If the Partnership's planned and implemented actions are not completed and cash savings realized and the Partnership fails to improve its operating performance and cash flows, or the Partnership is not able to comply with the covenants under its amended credit facility, the Partnership may be forced to limit its business activities, implement further modifications to its operations, further amend its credit facility and/or seek other sources of capital, and the Partnership may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Partnership's access to inventory or services that are important to the operation of the Partnership's business. Given the Partnership's level of cash and cash equivalents, to preserve capital resources and liquidity, the Board of Directors of the General Partner concluded that it was not in the best interest of unitholders to pay distributions to unitholders after the first quarter of 2017. In addition, the Partnership's revolving credit facility prohibits the Partnership from making distributions to unitholders. Any of these events may have a material adverse effect on the Partnership's results of operations and financial condition. The ability of the Partnership to meets its obligations at December 31, 2018, and to continue as a going concern is dependent upon achieving the action plans noted above. The consolidated financial statements for the year ended December 31, 2018 were prepared on the basis of a going concern which contemplates that the Partnership will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments, if any, that would be necessary should the Partnership be required to liquidate its assets. The ability of the Partnership to meet its obligations at December 31, 2018, and to continue as a going concern is dependent upon the availability of a refinancing in full of the obligations with respect to the Tranche A Revolving Credit Facility, continued ability to manage expenses and increased sales. As such, the consolidated financial statements included in this Annual Report on Form 10-K do not include any adjustments that might result from the outcome of these uncertainties. Summary of Significant Accounting Policies Use of Estimates The preparation of the Partnership’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expense during the reporting periods. The Partnership’s consolidated financial statements are based on a number of significant estimates, including revenue and expense accruals, depreciation and amortization, merchandise trust and perpetual care trust asset valuation, allowance for cancellations, unit-based compensation, deferred revenues, deferred merchandise trust investment earnings, deferred selling and obtaining costs, assets and liabilities obtained through business combinations, income taxes, hurricane-related losses and goodwill including any interim assessment for impairment. As a result, actual results could differ from those estimates. Revenues The Partnership's revenues are derived from contracts with customers through sale and delivery of death care products and services. Primary sources of revenue are derived from (1) cemetery and funeral home operations generated both at the time of death (“at-need”) and prior to the time of death (“pre-need”), classified on the Statements of Operations as Interments, Merchandise and Services and (2) investment income which includes income earned on assets maintained in perpetual care and merchandise trusts related to sales of cemetery and funeral home merchandise and services occurring prior to the time of death and required to be maintained in the trust by state law as well as interest earned on pre-need installment contracts. Investment income is presented within Investment and other for Cemetery revenue and Services for Funeral home revenue Cemetery and Funeral Home Operations Revenue is measured based on the consideration specified in a contract with a customer, and is net of any sales incentives and amounts collected on behalf of third parties. Pre-need contracts are price guaranteed, providing for future merchandise and services at prices prevailing when the agreements are signed. The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Sales taxes assessed by a governmental authority are excluded from revenue. Any shipping and handling costs that are incurred after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold. Investment income is earned on certain payments received from the customer on pre-need contracts, which are required by law to be deposited into the merchandise and service trusts. Amounts are withdrawn from the merchandise trusts when the Partnership fulfills the performance obligations. Earnings on these trust funds, which are specifically identifiable for each performance obligation, are also included in total transaction price. Pre-need contracts are generally subject to financing arrangements on an installment basis, with a contractual term not to exceed 60 months. Interest income is recognized utilizing the effective interest method. For those contracts that do not bear a market rate of interest, the Partnership imputes such interest based upon the prime rate at the time of origination plus 375 basis points in order to segregate the principal and interest component of the total contract value. The Partnership has elected to not adjust the transaction price for the effects of a significant financing component for contracts that have payment terms under one year. At the time of a non-cancellable pre-need sale, the Partnership records an account receivable in an amount equal to the total contract value less unearned finance income and any cash deposit paid. The revenue from both the sales and interest income from trusted funds are deferred until the merchandise is delivered or the services are performed. For a sale in a cancellable state, an account receivable is only recorded to the extent control has transferred to the customer for interment rights, merchandise or services for which the Partnership has not collected cash. The amounts collected from customers in states in which pre-need contracts are cancellable may be subject to refund provisions. The Partnership estimates the fair value of its refund obligation under such contracts on a quarterly basis and records such obligations within the other long-term liabilities line item on its Condensed Consolidated Balance Sheet. Nature of Goods and Services The following is a description of the principal activities, separated by reportable segments, from which the Partnership generates its revenue. As discussed more fully in Note 18 Segment Information, the Partnership operates two reportable segments: Cemetery Operations and Funeral Home Operations. Cemetery Operations The Cemetery Operations segment principally generates revenue from (1) providing rights to inter remains in a specific cemetery property inventory space such as burial lots and constructed mausoleum crypts (“Interments”), (2) sales of cemetery merchandise which includes markers (i.e., method of identifying a deceased person in a burial space, crypt or niche), base (i.e., the substrate upon which a marker is placed), vault (i.e., a container installed in the burial lot in which the casket is placed), caskets, cremation niches and other cemetery related items (“Merchandise”) and (3) service revenues, including opening and closing (“O&C”), a service of digging and refilling burial spaces to install the burial vault and place the casket into the vault, cremation services and fees for installation of cemetery merchandise (“Services”). Products and services may be sold separately or in packages. For packages, the Partnership accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services in a package based on their relative stand-alone selling prices. The stand-alone selling price is determined by management based upon local market conditions and reasonable ranges for both merchandise and services which is the best estimate of the stand-alone price. For items that are not sold separately (e.g., second interment rights), the Partnership estimates stand-alone selling prices using the best estimate of market value. The Partnership estimated the stand-alone selling price using inputs such as average selling price and list price broken down by each geographic location. Additionally the Partnership considered typical sales promotions that could have impacted the stand-alone selling price estimates. Interments revenue is recognized when control transfers, which is when the property is available for use by the customer. For pre-construction mausoleum contracts, the Partnership will only recognize revenue once the property is constructed and the customer has obtained substantially all of the remaining benefits of the property. Sales taxes collected are recognized on a net basis in our condensed consolidated financial statements. Merchandise revenue and deferred investment earnings on merchandise trusts are recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (title has transferred to the customer and the merchandise is either installed or stored, at the direction of the customer, at the vendor’s warehouse or a third-party warehouse at no additional cost to the Partnership). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligation. The estimate of the refund obligation is reevaluated on a quarterly basis. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a pre-need contract; these amounts are also recognized in revenue at the time the contract is cancelled. Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. The cost of goods sold related to merchandise and services reflects the actual cost of purchasing products and performing services and the value of cemetery property depleted through the recognized sales of interment rights. The costs related to the sales of lots and crypts are determined systematically using a specific identification method under which the total value of the underlying cemetery property and the lots available to be sold at the location are used to determine the cost per lot. Funeral Home Operations Our Funeral Home Operations segment principally generates revenue from (1) sales of funeral home merchandise which includes caskets and other funeral related items (“Merchandise”) and (2) service revenues, including services such as family consultation, the removal of and preparation of remains and the use of funeral home facilities for visitation and services of remembrance (“Services”). Our funeral home operations also include revenues related to the sale of term and whole life insurance on an agency basis, in which we earn a commission from the sales of these policies. Insurance commission revenue is reported within service revenues. Products and services may be sold separately or in packages. For packages, the Partnership accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services based on their relative stand-alone selling prices. The relative stand-alone selling price is determined by management's best estimate of the stand-alone price based upon the list price at each location. Funeral Home Operations primarily generate revenues from at-need sales. Merchandise revenue is recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (title has transferred to the customer and the merchandise is either installed or stored, at the direction of the customer, at the vendor’s warehouse or a third-party warehouse). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligations. The estimate of the refund obligation is reevaluated on a quarterly basis. Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. Costs related to the delivery or performance of merchandise and services are charged to expense when merchandise is delivered or services are performed. Deferred Selling and Obtaining Costs The Partnership defers certain costs (i.e., commissions and bonuses) that are incremental to obtaining pre-need cemetery and funeral contracts. The Partnership calculates the deferred selling costs asset by dividing total deferred selling and obtaining expenses by total deferrable revenues and multiplying such percentage by the periodic change in gross deferred revenues. Such costs are recognized when the associated performance obligation is fulfilled based upon the net change in deferred revenues. All other selling costs are expensed as incurred. Additionally, the Partnership has elected the practical expedient of not recognizing incremental costs to obtain as incurred when the amortization period otherwise would have been one year or less. As of December 31, 2018, we had $112.7 million in deferred incremental direct selling costs included in Deferred charges and other assets Cash and Cash Equivalents The Partnership considers all highly liquid investments purchased with an original maturity of three months or less from the time they are acquired to be cash equivalents. Accounts Receivable, Net of Allowance The Partnership sells pre-need cemetery contracts whereby the customer enters into arrangements for future merchandise and services prior to the time of need. These sales are usually made using interest-bearing installment contracts not to exceed 60 months. The interest income is recorded as revenue when the interest amount is considered realizable and collectible, which typically coincides with cash payment. Interest income is not recognized until payments are collected in accordance with the contract. At the time of a pre-need sale, the Partnership records an account receivable in an amount equal to the total contract value less unearned finance income and any cash deposit paid, net of an estimated allowance for customer cancellations. The Partnership recognizes an allowance for cancellation of these receivables based upon its historical experience, which is recorded as a reduction in accounts receivable and a corresponding offset to deferred revenues. The Partnership recognizes an allowance for cancellation of receivables related to recognized contracts as an offset to revenue. Management evaluates customer receivables for impairment based upon its historical experience, including the age of the receivables and the customers’ payment histories. Assets Held for Sale We classify our assets or entities as held for sale in the period in which all of the following criteria are met: • management, having the authority to approve the action, commits to a plan to sell the asset or entity; • the asset or entity is available for immediate sale in its present condition; • an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; • the sale is probable and transfer is expected to be completed within one year; • the asset or entity is being actively marketed fo |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | 2. ACQUISITIONS On January 19, 2018, the Partnership acquired six cemetery properties in Wisconsin and their related assets, net of certain assumed liabilities, for cash consideration of $2.5 million, of which $0.8 million was paid at closing. These properties had been managed by the Partnership since August 2016. The Partnership has accounted for the purchase of these properties, which were not material individually or in the aggregate, under the acquisition method of accounting. The Partnership did not complete any acquisitions during the year ended December 31, 2017. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 9. GOODWILL AND INTANGIBLE ASSETS Goodwill The Partnership has recorded goodwill of approximately $24.9 million as of December 31, 2018 and 2017. This amount represents the excess of the purchase price over the fair value of identifiable net assets acquired. The changes in the carrying amounts of goodwill by reportable segment were as follows (in thousands): Cemetery Operations Funeral Home Operations Total December 31, 2016 24,862 45,574 70,436 Impairment of goodwill — (45,574 ) (45,574 ) December 31, 2017 $ 24,862 $ — $ 24,862 Activity — — — December 31, 2018 $ 24,862 $ — $ 24,862 T he Partnership tests goodwill for impairment at each year end by comparing its reporting units’ estimated fair values to carrying values . The Partnership completed its annual goodwill impairment assessment as of October 1, 2018 and concluded that goodwill was not impaired. The Partnership will continue to evaluate the goodwill at least annually or more frequently if impairment indicators arise. As a result of such assessment during 2017, management concluded that the carrying amount of the goodwill related to the Funeral Home Operations reporting unit was greater than its fair value. Based on the discounted cash flow method of the income approach to valuation, management and the audit committee determined the fair value of the Funeral Home Operations reporting unit and concluded that the goodwill was fully impaired. This impairment charge will not result in any current or future cash expenditures. Consideration was given within the valuation of the Funeral Home Operations reporting unit to the changes made during 2017 to the pre-need sales funding structure, erosion of market capitalization and achievability of the reporting unit's forecasted EBITDA margin relative to its historical operating performance. Intangible Assets The Partnership has intangible assets with finite lives recognized in connection with acquisitions and long-term lease, management and operating agreements. The Partnership amortizes these intangible assets over their estimated useful lives. The following table reflects the components of intangible assets at December 31, 2018 and 2017 (in thousands): December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Intangible Assets Gross Carrying Amount Accumulated Amortization Net Intangible Assets Lease and management agreements $ 59,758 $ (4,565 ) $ 55,193 $ 59,758 $ (3,569 ) $ 56,189 Underlying contract value 6,239 (1,482 ) $ 4,757 6,239 (1,326 ) 4,913 Non-compete agreements 2,853 (2,603 ) $ 250 5,016 (4,156 ) 860 Other intangible assets 1,577 (356 ) $ 1,221 1,777 (495 ) 1,282 Total intangible assets $ 70,427 $ (9,006 ) $ 61,421 $ 72,790 $ (9,546 ) $ 63,244 Amortization expense for intangible assets was $1.8 million and $2.2 million for the years ended December 31, 2018 and 2017, respectively. The following is estimated amortization expense related to intangible assets with finite lives for the periods noted below (in thousands): 2019 $ 1,398 2020 $ 1,278 2021 $ 1,213 2022 $ 1,210 2023 $ 1,206 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 11. INCOME TAXES On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Tax Act") was signed into law. The Tax Act made broad and complex changes to the U.S. tax code by, among other things, reducing the federal corporate income tax rate, creating a new limitation on deductible interest expense, creating bonus depreciation that will allow for full expensing on qualified property, changing the lives of post-2017 net operating loss carryovers and imposing limitations on deductibility of certain executive compensation. The Tax Act reduced the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate, the Partnership re-measured its ending net deferred tax liabilities at December 31, 2017 at the rate at which they are expected to reverse in the future and recognized a non-cash tax benefit of $6.5 million, in 2017 In 2018 the partnership recognized a benefit for post 2017 federal net operating losses and deferred tax assets which offset long life deferred tax liabilities of approximately The Partnership is not subject to U.S. federal and most state income taxes. The partners of the Partnership are liable for income tax in regard to their distributive share of the Partnership’s taxable income. Such taxable income may vary substantially from net income reported in the accompanying consolidated financial statements. Certain corporate subsidiaries are subject to federal and state income tax. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Partnership records a valuation allowance against its deferred tax assets if it deems that it is more likely than not that some portion or all of the recorded deferred tax assets will not be realizable in future periods. Income tax benefit for the years ended December 31, 2018 and 2017 consisted of the following (in thousands): Years Ended December 31, 2018 2017 Current provision: State $ (693 ) $ (681 ) Federal — — Foreign (101 ) (137 ) Total (794 ) (818 ) Deferred provision: State (23 ) (373 ) Federal 2,725 10,898 Foreign (111 ) (86 ) Total 2,591 10,439 Total income tax benefit $ 1,797 $ 9,621 A reconciliation of the federal statutory tax rate to the Partnership’s effective tax rate is as follows: Years Ended December 31, 2018 2017 Computed tax provision (benefit) at the applicable statutory tax rate 21.0 % 35.0 % State and local taxes net of federal income tax benefit (1.1 )% (1.1 )% Tax exempt (income) loss (1.5 )% (1.2 )% Change in current year valuation allowance (18.3 )% (24.1 )% Partnership earnings not subject to tax 2.0 % 6.3 % Changes in tax due to Tax Act and ASC 606 retroactive impact 0.5 % (7.7 )% Changes in valuation allowance due to Tax Act — % 15.1 % Permanent differences (0.1 )% (10.9 )% Other — % — % Effective tax rate 2.5 % 11.4 % The rate adjustment related to the change in valuation allowance due to the Tax Act was caused by changes in the federal tax rate and effective state rates and the creation of future unlimited-life deferred tax assets that are available to offset existing long-term deferred tax liabilities. Significant components of the deferred tax assets and liabilities were as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Prepaid expenses $ 5,102 $ 5,538 State net operating loss 24,162 19,305 Federal net operating loss 84,017 74,109 Foreign net operating loss 2,106 2,306 Other 55 55 Valuation allowance (89,066 ) (73,759 ) Total deferred tax assets 26,376 27,554 Deferred tax liabilities: Property, plant and equipment 2,119 4,104 Deferred revenue related to future revenues and accounts receivable 25,021 27,175 Deferred revenue related to cemetery property 5,825 5,829 Total deferred tax liabilities 32,965 37,108 Net deferred tax liabilities $ 6,589 $ 9,554 Net deferred tax assets and liabilities were classified on the consolidated balance sheets as follows (in thousands): December 31, 2018 2017 Deferred tax assets $ 86 $ 84 Noncurrent assets 86 84 Deferred tax assets 26,290 27,470 Deferred tax liabilities 32,965 37,108 Noncurrent liabilities 6,675 9,638 Net deferred tax liabilities $ 6,589 $ 9,554 At December 31, 2018, the Partnership had available approximately $0.1 million of alternative minimum tax credit carryforwards and approximately $396.6 million and $500.7 million of federal and state net operating loss carryforwards, respectively, a portion of which expires annually. Management periodically evaluates all evidence both positive and negative in determining whether a valuation allowance to reduce the carrying value of deferred tax assets is required. The vast majority of the Partnership’s taxable subsidiaries continue to accumulate deferred tax assets that on a more likely than not basis will not be realized. A full valuation allowance continues to be maintained on these taxable subsidiaries. The valuation allowance decreased in 2017 primarily due to a decrease in deferred tax liabilities that will reverse outside the carryforward period for our deferred tax assets, partially offset by an increase in net deferred tax assets that are not more likely than not to be realized. The valuation allowance increased in 2018 due to increases in deferred tax assets that are not more likely than not expected to be realized. At December 31, 2018, based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believed it was more likely than not that the Partnership will realize the benefits of these deductible differences. The amount of deferred tax assets considered realizable could be reduced in the future if estimates of future taxable income during the carryforward period are reduced. In accordance with applicable accounting standards, the Partnership recognizes only the impact of income tax positions that, based upon their merits, are more likely than not to be sustained upon audit by a taxing authority. To evaluate its current tax positions in order to identify any material uncertain tax positions, the Partnership developed a policy of identifying and evaluating uncertain tax positions that considers support for each tax position, industry standards, tax return disclosures and schedules and the significance of each position. It is the Partnership’s policy to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense. At December 31, 2018 and 2017, the Partnership had no material uncertain tax positions. The Partnership is not currently under examination by any federal or state jurisdictions. The federal statute of limitations and certain state statutes of limitations are open from 2013 forward. |
ISSUANCES OF LIMITED PARTNER UN
ISSUANCES OF LIMITED PARTNER UNITS | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
ISSUANCES OF LIMITED PARTNER UNITS | 17. ISSUANCES OF LIMITED PARTNER UNITS On November 19, 2015, the Partnership entered into an equity distribution agreement ("ATM Equity Program") with a group of banks (the "Agents") whereby it may sell, from time to time, common units representing limited partner interests having an aggregate offering price of up to $100,000,000. No common units were issued under the ATM Equity Program during the year ended December 31, 2018 or 2017. Pursuant to a Common Unit Purchase Agreement, dated May 19, 2014, by and between the Partnership and American Cemeteries Infrastructure Investors, LLC, a Delaware limited liability company ("ACII"), the Partnership issued 78,342 paid-in-kind units to ACII in lieu of cash distributions of $0.7 million during the year ended December 31, 2017. |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | 20. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following summarizes certain quarterly results of operations: First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per unit data) Year Ended December 31, 2018 Revenues $ 77,945 $ 81,571 $ 73,185 $ 83,425 Gross loss (8,026 ) (8,738 ) (10,016 ) (5,610 ) Net loss (17,923 ) (17,017 ) (17,225 ) (20,534 ) General partner’s interest in net loss for the period (187 ) (177 ) (179 ) (214 ) Limited partners’ interest in net loss for the period (17,736 ) (16,840 ) (17,046 ) (20,320 ) Net loss per limited partner unit (basic and diluted) $ (0.47 ) $ (0.44 ) $ (0.45 ) $ (0.54 ) Year Ended December 31, 2017 Revenues $ 82,946 $ 85,952 $ 84,034 $ 85,295 Gross profit (loss) (1,049 ) (3,113 ) (2,348 ) (4,163 ) Net loss (1) (8,561 ) (11,582 ) (9,576 ) (45,439 ) General partner’s interest in net income (loss) for the period (89 ) (121 ) (99 ) (473 ) Limited partners’ interest in net loss for the period (8,472 ) (11,461 ) (9,477 ) (44,966 ) Net loss per limited partner unit (basic and diluted) $ (0.22 ) $ (0.30 ) $ (0.25 ) $ (1.18 ) (1) Gross profit (loss) is computed based upon total revenues less total costs and expenses per the consolidated statements of operations for each quarter. Net income (loss) per limited partner unit is computed independently for each quarter and the full year based upon respective average units outstanding. Therefore, the sum of the quarterly per unit amounts may not equal the annual per share amounts. |
GENERAL (Policies)
GENERAL (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Nature of Operations | Nature of Operations StoneMor Partners L.P. (the "Partnership") is a provider of funeral and cemetery products and services in the death care industry in the United States. As of September 30, 2019, the Partnership operated 321 cemeteries in 27 states and Puerto Rico, of which 291 were owned and 30 were operated under lease, management or operating agreements. The Partnership also owned and operated 89 funeral homes, including 42 located on the grounds of cemetery properties that the Partnership owns, in 17 states and Puerto Rico. The Partnership’s cemeteries provide cemetery property interment rights, such as burial lots, lawn and mausoleum crypts, and cremation niches. Cemetery merchandise is comprised of burial vaults, caskets, grave markers and memorials and cemetery services, which include the installation of this merchandise and other service items. The Partnership sells these products and services both at the time of death, which is referred to as at-need, and prior to the time of death, which is referred to as pre-need. The Partnership’s funeral home services include family consultation, the removal and preparation of remains, insurance products and the use of funeral home facilities for visitation and memorial services. | Nature of Operations StoneMor Partners L.P. (the "Partnership") is a provider of funeral and cemetery products and services in the death care industry in the United States. As of December 31, 2018, the Partnership operated 322 cemeteries in 27 states and Puerto Rico, of which 291 were owned and 31 were operated under lease, management or operating agreements. The Partnership also owned and operated 90 funeral homes, including 42 located on the grounds of cemetery properties that we own, in 17 states and Puerto Rico. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements, which are unaudited have been prepared in accordance with the requirements of the Quarterly Report on Form 10-Q and accounting principles generally accepted in the United States (“GAAP”) for interim reporting. They do not include all disclosures normally made in financial statements contained in Annual Reports on Form 10-K. In management’s opinion, all adjustments necessary for a fair presentation of the Partnership’s financial position, results of operations and cash flows for the periods disclosed have been made. The balance sheet at December 31, 2018 has been derived from the audited consolidated financial statement as of December 31, 2018, as presented in the Partnership’s Amendment No. 1 to Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with | Basis of Presentation The consolidated financial statements included in this Annual Report on Form 10-K/A have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of each of the Partnership’s 100% owned subsidiaries. These statements also include the accounts of the merchandise and perpetual care trusts in which the Partnership has a variable interest and is the primary beneficiary. The Partnership operates 30 cemeteries under long-term leases, operating agreements and management agreements. The operations of 16 of these managed cemeteries have been consolidated . On May 10, 2019, the Partnership terminated one of the management agreements and recorded a $2.1 million loss upon the termination, which is included in Other losses, net in the accompanying unaudited condensed consolidated statements of operations for the nine months ended September 30, 2019. The Partnership operates 14 cemeteries under long-term leases and other agreements that do not qualify as acquisitions for accounting purposes. As a result, the Partnership did not consolidate all of the existing assets and liabilities related to these cemeteries. The Partnership has consolidated the existing assets and liabilities of the merchandise and perpetual care trusts associated with these cemeteries as variable interest entities, since the Partnership controls and receives the benefits and absorbs any losses from operating these trusts. Under the long-term leases, and other agreements associated with these properties, which are subject to certain termination provisions, the Partnership is the exclusive operator of these cemeteries and earns revenues related to sales of merchandise, services and interment rights and incurs expenses related to such sales, including the maintenance and upkeep of these cemeteries. Upon termination of these agreements, the Partnership will retain all of the benefits and related contractual obligations incurred from sales generated during the agreement period. The Partnership has also recognized the existing customer contract-related performance obligations that it assumed as part of these agreements. | Principles of Consolidation The consolidated financial statements include the accounts of each of the Partnership’s 100% owned subsidiaries. These statements also include the accounts of the merchandise and perpetual care trusts in which the Partnership has a variable interest and is the primary beneficiary. The Partnership operates 31 cemeteries under long-term lease, operating or management agreements. The operations of 16 of these managed cemeteries have been consolidated. The Partnership operates 15 cemeteries under long-term leases and other agreements that do not qualify as acquisitions for accounting purposes. As a result, the Partnership did not consolidate all of the existing assets and liabilities related to these cemeteries. The Partnership has consolidated the existing assets and liabilities of the merchandise and perpetual care trusts associated with these cemeteries as variable interest entities since the Partnership controls and receives the benefits and absorbs any losses from operating these trusts. Under the long-term leases, and other agreements associated with these properties, which are subject to certain termination provisions, the Partnership is the exclusive operator of these cemeteries and earns revenues related to sales of merchandise, services and interment rights, and incurs expenses related to such sales, including the maintenance and upkeep of these cemeteries. Upon termination of these agreements, the Partnership will retain all of the benefits and related contractual obligations incurred from sales generated during the agreement period. The Partnership has also recognized the existing customer contract-related performance obligations that it assumed as part of these agreements. Total revenues derived from the cemeteries under these agreements totaled approximately $52.3 million and $59.0 million for the years ended December 31, 2018 and 2017, respectively. |
Reclassifications and Adjustments to Prior Period Financial Statements | Reclassifications and Adjustments to Prior Period Financial Statements The following reclassifications outlined in the table below were made to the consolidated statement of operations for the year ended December 31, 2017 to conform the presentation of revenues for Cemetery Operations to the corresponding presentation in the consolidated statement of operations for the year ended December 31, 2018. These reclassifications were made primarily to (1) present revenue related to interment rights separately from Merchandise revenue and (2) to reclassify revenue related to the installation of certain cemetery merchandise items from Merchandise revenue to Services revenue. These reclassifications had no further impact on the consolidated statement of operations for the year ended December 31, 2017 and had no impact on the previously reported consolidated balance sheet as of December 31, 2017 and the consolidated statement of cash flows for the year ended December 31, 2017. Financial Statement Line Item 2017 As Previously Reported Reclassifications 2017 As Adjusted Revenues: Cemetery: Interments $ — $ 75,077 $ 75,077 Merchandise 159,546 (83,944 ) 75,602 Services 62,435 8,269 70,704 Investment and other 54,715 598 55,313 Total Cemetery Revenues $ 276,696 $ — $ 276,696 | |
Merger and Reorganization Agreement | Merger and Reorganization Agreement On September 27, 2018, the Partnership, StoneMor GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), StoneMor GP Holdings LLC, a Delaware limited liability company and the sole member of GP (“GP Holdings”), and Hans Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of GP (“Merger Sub”), entered into a Merger and Reorganization Agreement (the “Merger Agreement”) pursuant to which, among other things, GP will convert from a Delaware limited liability company into a Delaware corporation to be named StoneMor Inc. (the “Company” when referring to StoneMor Inc. subsequent to such conversion), the Partnership will become a wholly owned subsidiary of the Company and the unitholders of the Partnership will become stockholders in the Company. Upon the terms and subject to the conditions set forth in the Merger Agreement, GP Holdings shall contribute the 2,332,878 common units representing limited partner interests in the Partnership (the “Common Units”) owned by it (the “GP Holdings’ Common Units”) to GP and immediately following receipt thereof, GP shall contribute the GP Holdings’ Common Units to StoneMor LP Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of GP (“LP Sub”) and LP Sub shall be admitted as a limited partner of the Partnership; (ii) GP shall convert into the Company (the “Conversion”) and all of the limited liability company interests of GP held by GP Holdings prior to the Conversion shall be canceled; (iii) as part of the Conversion and before giving effect to the Merger (as defined below), GP Holdings will be the sole stockholder of StoneMor Inc. and, as consideration for the Conversion and the Merger, will receive 2,332,878 shares of common stock, par value $0.01 per share, of StoneMor Inc. (the “Company Shares”) (subject to adjustment as provided in the Merger Agreement) with respect to the 2,332,878 Common Units held by LP Sub immediately prior to the Conversion, and 2,950,000 Company Shares (the “General Partner Shares”) (also subject to adjustment as provided in the Merger Agreement) with respect to the 1.04% general partner interest, the incentive distribution rights and the governance and all other economic and other rights associated with the general partner interest held indirectly by GP Holdings through the GP immediately prior to the Conversion. Pursuant to the Merger Agreement, (i) any then outstanding awards of phantom units granted to a member of the GP Board under the StoneMor Partners L.P. Long-Term Incentive Plan(as amended April 19, 2010) (the “2004 Partnership Equity Plan”), (ii) any then outstanding award of Phantom Units granted to a member of the GP Board under the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the “2014 Partnership Equity Plan”), which was also renamed the StoneMor Amended and Restated 2018 Long-Term Incentive Plan (the “Restated Plan”), (iii) any then outstanding award of Phantom Units that is not a 2004 Director Deferred Phantom Unit Award or a 2014 Director Deferred Phantom Unit Award granted under either the 2004 Partnership Equity Plan or the 2014 Partnership Equity Plan (a “Phantom Award”), (iv) any then outstanding award of restricted units (“Restricted Units”) granted under the 2014 Partnership Equity Plan, (v) any then outstanding award of unit appreciation rights (“UARs”) granted under the 2004 Partnership Equity Plan (a “UAR Award”) shall, without any required action on the part of the holder thereof, be assumed by the Company and converted into an award denominated in Company Shares. At the Effective Time, Merger Sub shall be merged with and into the Partnership (the “Merger”), with the Partnership surviving and with the Company as its sole general partner and LP Sub as its sole holder of Common Units and each outstanding Common Unit, including certain phantom units granted to members of the GP Board under the 2004 Partnership Equity Plan but excluding any Common Units held by LP Sub, being converted into the right to receive one Company Share. All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become limited partner interests in the surviving entity. Following the Effective Time, the general partnership interests in the Partnership issued and outstanding immediately prior to the Effective Time shall remain outstanding and unchanged subject to such changes as are set forth in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of September 9, 2008, as amended as of November 3, 2017 (the “LPA”), and the Company shall continue to be the sole general partner of the Partnership. Per the terms of the Merger Agreement each Party shall bear its own expenses, costs and fees (including attorneys’, auditors’ and financing fees, if any) in connection with the preparation and delivery of the Merger Agreement and compliance therewith, whether or not the transactions contemplated by the Merger Agreement are effected. The Partnership has incurred $2.1 million in legal and other expenses for the transactions contemplated by the Merger Agreement through December 31, 2018. | |
Uses and Sources of Liquidity | Uses and Sources of Liquidity The Partnership’s primary sources of liquidity are cash generated from operations and borrowings under its revolving credit facility. As a master limited partnership (“MLP”), the Partnership's primary cash requirements, in addition to normal operating expenses, are for capital expenditures, net contributions to the merchandise and perpetual care trust funds, debt service and cash distributions. In general, as part of its operating strategy, the Partnership expects to fund: • working capital deficits through cash generated from operations, additional borrowings, and sales of underperforming properties; • expansion capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service obligations through available cash, cash generated from operations, additional borrowings or asset sales. Amounts contributed to the merchandise trust funds will be withdrawn at the time of the delivery of the product or service sold to which the contribution relates (see "Summary of Significant Accounting Policies" section below regarding revenue recognition), which will reduce the amount of additional borrowings or asset sales needed; and • any cash distributions the Partnership is permitted and determines to pay in accordance with its partnership agreement and maintenance capital expenditures through available cash and cash flows from operating activities. While the Partnership relies heavily on its cash flows from operating activities and borrowings under its credit facility to execute its operational strategy and meet its financial commitments and other short-term financial needs, the Partnership cannot be certain that sufficient capital will be generated through operations or available to the Partnership to the extent required and on acceptable terms. Moreover, although the Partnership's cash flows from operating activities have been positive, the Partnership has experienced negative financial trends which, when considered in the aggregate, raise substantial doubt about the Partnership’s ability to continue as a going concern. These negative financial trends include: • the Partnership has continued to incur net losses for the years ended December 31, 2018 and 2017 and has an accumulated deficit as of December 31, 2018, due to an increased competitive environment, an increase in professional fees and compliance costs and an increase in consulting fees associated with the Partnership's adoption and implementation of the Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers • decline in billings coupled with the increase in professional, compliance and consulting expenses, tightened the Partnership's liquidity position and increased reliance on long-term financial obligations, which, in turn, eliminated the Partnership's ability to pay distributions; • the Partnership's failure to comply with certain debt covenants required by the Partnership’s credit facility due to the Partnership's inability to complete a timely filing of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as exceeding of the maximum consolidated leverage ratio financial covenant for the quarters ended December 31, 2017 and March 31, 2018, exceeding the maximum consolidated secured net leverage ratio financial covenant for the periods ended June 30, 2018, September 30, 2018 and December 31, 2018 and not being able to achieve the minimum consolidated fixed charge coverage ratio for the periods ended June 30, 2018, September 30, 2018 and December 31, 2018. As further disclosed in the credit facility subsection in Note 10 Long-Term Debt, these failures constituted defaults that the Partnership's lenders agreed to waive; and • the provision for ticking fees assessed on the amount of outstanding loans made under the Tranche A Revolving Credit Facility (the “Tranche A Revolving Loans”) and payable to the Tranche A Revolving Lenders (i) in-kind, by increasing the outstanding principal amount of such Lender’s Tranche A Revolving Loans (“PIK”) or (ii) in cash in the following amounts and on the following dates: • 3.00% on July 1, 2019, of which (x) 2.00% shall PIK and (y) 1.00% shall be payable in cash, unless Required Lenders agree to PIK; • 1.00% on August 1, 2019, payable in cash, unless the Required Lenders agree to PIK; • 1.00% on September 1, 2019, payable in cash, unless the Required Lenders agree to PIK; and • 1.00% on October 1, 2019, PIK; During 2018 and to date in 2019, the Partnership has implemented (and will continue to implement) various actions to improve profitability and cash flows to fund operations. A summary of these actions is as follows: • continue to manage recurring operating expenses and seek to limit non-recurring operating expenses over the next twelve-month period, which includes the January 2019 Restructuring actions as further discussed in Note 19 Subsequent Events; • the Partnership engaged a financial advisor to advise the Partnership in the arrangement of the refinancing in full of the obligations with respect to the Tranche A Revolving Credit Facility including debt and equity financing vehicles, however, at this time the Partnership has no commitments to obtain any additional funds, and there can be no such assurance such funds will be available on acceptable terms or at all; • complete sales of certain assets and businesses to provide supplemental liquidity; and • for the reasons disclosed above, the Partnership was not in compliance with certain of its amended credit facility covenants as of December 31, 2017, March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018. These failures constituted defaults that the lenders agreed to waive pursuant to the Sixth Amendment and Waiver, the Seventh Amendment and Waiver and the Eighth Amendment and Waiver to the Partnership's credit facility on June 12, 2018, July 13, 2018 and February 4, 2019, respectively, as disclosed in the credit facility subsection in Note 10 Long-Term Debt and in Note 19 Subsequent Events. Moreover, based on the Partnership's forecasted operating performance, cash flows and projected plans to file financial statements on a timely basis consistent with the debt covenants, the Partnership does not believe it is probable that the Partnership will further breach the covenants under its amended credit facility for the next twelve-month period. However, there is no certainty that the Partnership's actual operating performance and cash flows will not be substantially different from forecasted results, and no certainty the Partnership will not need further amendments to its credit facility in the future. Factors that could impact the significant assumptions used by the Partnership in assessing its ability to satisfy its financial covenants include the following: • operating performance not meeting reasonably expected forecasts; • failing to generate profitable sales; • investments in the Partnership's trust funds experiencing significant declines due to factors outside its control; • being unable to compete successfully with other cemeteries and funeral homes in the Partnership's markets; • the number of deaths in the Partnership's markets declining; and • the mix of funeral and cemetery revenues between burials and cremations. If the Partnership's planned and implemented actions are not completed and cash savings realized and the Partnership fails to improve its operating performance and cash flows, or the Partnership is not able to comply with the covenants under its amended credit facility, the Partnership may be forced to limit its business activities, implement further modifications to its operations, further amend its credit facility and/or seek other sources of capital, and the Partnership may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Partnership's access to inventory or services that are important to the operation of the Partnership's business. Given the Partnership's level of cash and cash equivalents, to preserve capital resources and liquidity, the Board of Directors of the General Partner concluded that it was not in the best interest of unitholders to pay distributions to unitholders after the first quarter of 2017. In addition, the Partnership's revolving credit facility prohibits the Partnership from making distributions to unitholders. Any of these events may have a material adverse effect on the Partnership's results of operations and financial condition. The ability of the Partnership to meets its obligations at December 31, 2018, and to continue as a going concern is dependent upon achieving the action plans noted above. The consolidated financial statements for the year ended December 31, 2018 were prepared on the basis of a going concern which contemplates that the Partnership will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments, if any, that would be necessary should the Partnership be required to liquidate its assets. The ability of the Partnership to meet its obligations at December 31, 2018, and to continue as a going concern is dependent upon the availability of a refinancing in full of the obligations with respect to the Tranche A Revolving Credit Facility, continued ability to manage expenses and increased sales. As such, the consolidated financial statements included in this Annual Report on Form 10-K/A do not include any adjustments that might result from the outcome of these uncertainties. | |
Use of Estimates | Use of Estimates The preparation of the Partnership’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions as described in its Amended Annual Report. These estimates and assumptions may affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could differ from those estimates. | Use of Estimates The preparation of the Partnership’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expense during the reporting periods. The Partnership’s consolidated financial statements are based on a number of significant estimates, including revenue and expense accruals, depreciation and amortization, merchandise trust and perpetual care trust asset valuation, allowance for cancellations, unit-based compensation, deferred revenues, deferred merchandise trust investment earnings, deferred selling and obtaining costs, assets and liabilities obtained through business combinations, income taxes, hurricane-related losses and goodwill including any interim assessment for impairment. As a result, actual results could differ from those estimates. |
Revenues and Deferred Revenues | Revenues The Partnership's revenues are derived from contracts with customers through sale and delivery of death care products and services. Primary sources of revenue are derived from (1) cemetery and funeral home operations generated both at the time of death (“at-need”) and prior to the time of death (“pre-need”), which are classified on the unaudited condensed consolidated statements of operations as Interments, Merchandise and Services, (2) investment income, which includes income earned on assets maintained in perpetual care and merchandise trusts related to sales of cemetery and funeral home merchandise and services occurring prior to the time of death that are required to be maintained in the trust by state law and (3) interest earned on pre-need installment contracts. Investment income is presented within Investment and other for Cemetery revenue and Services for Funeral home revenue. Revenue is measured based on the consideration specified in a contract with a customer and is net of any sales incentives and amounts collected on behalf of third parties. Pre-need contracts are price guaranteed, providing for future merchandise and services at prices prevailing when the agreements are signed. The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Sales taxes assessed by a governmental authority are excluded from revenue. Deferred Revenues Revenues from the sale of services and merchandise as well as any investment income from the merchandise trusts is deferred until such time that the services are performed or the merchandise is delivered. In addition, for amounts deferred on new contracts and investment income and unrealized gains on our merchandise trusts, deferred revenues include deferred revenues from pre-need sales that were entered into by entities prior to the Partnership’s acquisition of those entities or the assets of those entities. The Partnership provides for a profit margin for these deferred revenues to account for the projected future costs of delivering products and providing services on pre-need contracts that the Partnership acquired through acquisition. These revenues and their associated costs are recognized when the related merchandise is delivered or services are performed and are presented on a gross basis on the unaudited condensed consolidated statements of operations. | Revenues The Partnership's revenues are derived from contracts with customers through sale and delivery of death care products and services. Primary sources of revenue are derived from (1) cemetery and funeral home operations generated both at the time of death (“at-need”) and prior to the time of death (“pre-need”), classified on the Statements of Operations as Interments, Merchandise and Services and (2) investment income which includes income earned on assets maintained in perpetual care and merchandise trusts related to sales of cemetery and funeral home merchandise and services occurring prior to the time of death and required to be maintained in the trust by state law as well as interest earned on pre-need installment contracts. Investment income is presented within Investment and other for Cemetery revenue and Services for Funeral home revenue Cemetery and Funeral Home Operations Revenue is measured based on the consideration specified in a contract with a customer, and is net of any sales incentives and amounts collected on behalf of third parties. Pre-need contracts are price guaranteed, providing for future merchandise and services at prices prevailing when the agreements are signed. The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Sales taxes assessed by a governmental authority are excluded from revenue. Any shipping and handling costs that are incurred after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold. Investment income is earned on certain payments received from the customer on pre-need contracts, which are required by law to be deposited into the merchandise and service trusts. Amounts are withdrawn from the merchandise trusts when the Partnership fulfills the performance obligations. Earnings on these trust funds, which are specifically identifiable for each performance obligation, are also included in total transaction price. Pre-need contracts are generally subject to financing arrangements on an installment basis, with a contractual term not to exceed 60 months. Interest income is recognized utilizing the effective interest method. For those contracts that do not bear a market rate of interest, the Partnership imputes such interest based upon the prime rate at the time of origination plus 375 basis points in order to segregate the principal and interest component of the total contract value. The Partnership has elected to not adjust the transaction price for the effects of a significant financing component for contracts that have payment terms under one year. At the time of a non-cancellable pre-need sale, the Partnership records an account receivable in an amount equal to the total contract value less unearned finance income and any cash deposit paid. The revenue from both the sales and interest income from trusted funds are deferred until the merchandise is delivered or the services are performed. For a sale in a cancellable state, an account receivable is only recorded to the extent control has transferred to the customer for interment rights, merchandise or services for which the Partnership has not collected cash. The amounts collected from customers in states in which pre-need contracts are cancellable may be subject to refund provisions. The Partnership estimates the fair value of its refund obligation under such contracts on a quarterly basis and records such obligations within the other long-term liabilities line item on its Condensed Consolidated Balance Sheet. Nature of Goods and Services The following is a description of the principal activities, separated by reportable segments, from which the Partnership generates its revenue. As discussed more fully in Note 18 Segment Information, the Partnership operates two reportable segments: Cemetery Operations and Funeral Home Operations. Cemetery Operations The Cemetery Operations segment principally generates revenue from (1) providing rights to inter remains in a specific cemetery property inventory space such as burial lots and constructed mausoleum crypts (“Interments”), (2) sales of cemetery merchandise which includes markers (i.e., method of identifying a deceased person in a burial space, crypt or niche), base (i.e., the substrate upon which a marker is placed), vault (i.e., a container installed in the burial lot in which the casket is placed), caskets, cremation niches and other cemetery related items (“Merchandise”) and (3) service revenues, including opening and closing (“O&C”), a service of digging and refilling burial spaces to install the burial vault and place the casket into the vault, cremation services and fees for installation of cemetery merchandise (“Services”). Products and services may be sold separately or in packages. For packages, the Partnership accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services in a package based on their relative stand-alone selling prices. The stand-alone selling price is determined by management based upon local market conditions and reasonable ranges for both merchandise and services which is the best estimate of the stand-alone price. For items that are not sold separately (e.g., second interment rights), the Partnership estimates stand-alone selling prices using the best estimate of market value. The Partnership estimated the stand-alone selling price using inputs such as average selling price and list price broken down by each geographic location. Additionally the Partnership considered typical sales promotions that could have impacted the stand-alone selling price estimates. Interments revenue is recognized when control transfers, which is when the property is available for use by the customer. For pre-construction mausoleum contracts, the Partnership will only recognize revenue once the property is constructed and the customer has obtained substantially all of the remaining benefits of the property. Sales taxes collected are recognized on a net basis in our condensed consolidated financial statements. Merchandise revenue and deferred investment earnings on merchandise trusts are recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (title has transferred to the customer and the merchandise is either installed or stored, at the direction of the customer, at the vendor’s warehouse or a third-party warehouse at no additional cost to the Partnership). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligation. The estimate of the refund obligation is reevaluated on a quarterly basis. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a pre-need contract; these amounts are also recognized in revenue at the time the contract is cancelled. Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. The cost of goods sold related to merchandise and services reflects the actual cost of purchasing products and performing services and the value of cemetery property depleted through the recognized sales of interment rights. The costs related to the sales of lots and crypts are determined systematically using a specific identification method under which the total value of the underlying cemetery property and the lots available to be sold at the location are used to determine the cost per lot. Funeral Home Operations Our Funeral Home Operations segment principally generates revenue from (1) sales of funeral home merchandise which includes caskets and other funeral related items (“Merchandise”) and (2) service revenues, including services such as family consultation, the removal of and preparation of remains and the use of funeral home facilities for visitation and services of remembrance (“Services”). Our funeral home operations also include revenues related to the sale of term and whole life insurance on an agency basis, in which we earn a commission from the sales of these policies. Insurance commission revenue is reported within service revenues. Products and services may be sold separately or in packages. For packages, the Partnership accounts for individual products and services separately as they are distinct (i.e., the product or service is separately identifiable from other items in the package and the customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration (including any discounts) is allocated among separate products and services based on their relative stand-alone selling prices. The relative stand-alone selling price is determined by management's best estimate of the stand-alone price based upon the list price at each location. Funeral Home Operations primarily generate revenues from at-need sales. Merchandise revenue is recognized when a customer obtains control of the product. This usually occurs when the customer takes possession of the product (title has transferred to the customer and the merchandise is either installed or stored, at the direction of the customer, at the vendor’s warehouse or a third-party warehouse). The amount of revenue recognized is adjusted for expected refunds, which are estimated based on applicable law, general business practices and historical experience observed specific to the respective performance obligations. The estimate of the refund obligation is reevaluated on a quarterly basis. Service revenue is recognized when the services are performed and the performance obligation is thereby satisfied. Costs related to the delivery or performance of merchandise and services are charged to expense when merchandise is delivered or services are performed. |
Deferred Selling and Obtaining Costs | Deferred Selling and Obtaining Costs The Partnership defers certain costs (i.e., commissions and bonuses) that are incremental to obtaining pre-need cemetery and funeral contracts. The Partnership calculates the deferred selling costs asset by dividing total deferred selling and obtaining expenses by total deferrable revenues and multiplying such percentage by the periodic change in gross deferred revenues. Such costs are recognized when the associated performance obligation is fulfilled based upon the net change in deferred revenues. All other selling costs are expensed as incurred. Additionally, the Partnership has elected the practical expedient of not recognizing incremental costs to obtain as incurred when the amortization period otherwise would have been one year or less. As of December 31, 2018, we had $112.7 million in deferred incremental direct selling costs included in Deferred charges and other assets | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Partnership considers all highly liquid investments purchased with an original maturity of three months or less from the time they are acquired to be cash equivalents. Cash and Cash Equivalents was $43.5 million and $18.1 million as of September 30, 2019 and December 31, 2018, respectively. | Cash and Cash Equivalents The Partnership considers all highly liquid investments purchased with an original maturity of three months or less from the time they are acquired to be cash equivalents. |
Accounts Receivable, Net of Allowance | Accounts Receivable, Net of Allowance The Partnership sells pre-need cemetery contracts whereby the customer enters into arrangements for future merchandise and services prior to the time of need. These sales are usually made using interest-bearing installment contracts not to exceed 60 months. The interest income is recorded as revenue when the interest amount is considered realizable and collectible, which typically coincides with cash payment. Interest income is not recognized until payments are collected in accordance with the contract. At the time of a pre-need sale, the Partnership records an account receivable in an amount equal to the total contract value less unearned finance income and any cash deposit paid, net of an estimated allowance for customer cancellations. The Partnership recognizes an allowance for cancellation of these receivables based upon its historical experience, which is recorded as a reduction in accounts receivable and a corresponding offset to deferred revenues. The Partnership recognizes an allowance for cancellation of receivables related to recognized contracts as an offset to revenue. Management evaluates customer receivables for impairment based upon its historical experience, including the age of the receivables and the customers’ payment histories | Accounts Receivable, Net of Allowance The Partnership sells pre-need cemetery contracts whereby the customer enters into arrangements for future merchandise and services prior to the time of need. These sales are usually made using interest-bearing installment contracts not to exceed 60 months. The interest income is recorded as revenue when the interest amount is considered realizable and collectible, which typically coincides with cash payment. Interest income is not recognized until payments are collected in accordance with the contract. At the time of a pre-need sale, the Partnership records an account receivable in an amount equal to the total contract value less unearned finance income and any cash deposit paid, net of an estimated allowance for customer cancellations. The Partnership recognizes an allowance for cancellation of these receivables based upon its historical experience, which is recorded as a reduction in accounts receivable and a corresponding offset to deferred revenues. The Partnership recognizes an allowance for cancellation of receivables related to recognized contracts as an offset to revenue. Management evaluates customer receivables for impairment based upon its historical experience, including the age of the receivables and the customers’ payment histories. |
Assets Held for Sale | Assets Held for Sale We classify our assets or entities as held for sale in the period in which all of the following criteria are met: • management, having the authority to approve the action, commits to a plan to sell the asset or entity; • the asset or entity is available for immediate sale in its present condition; • an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; • the sale is probable and transfer is expected to be completed within one year; • the asset or entity is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and • actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When the disposals of an entity or components of an entity that are classified as held for sale represent a strategic shift that has, or will have, a major effect on an entity's operations and financial results, we account for such disposals as discontinued operations. Otherwise, when the held for sale criteria is met but the disposal does not meet the criteria to be treated as discontinued operations, the assets or disposal group are reclassified from the corresponding balance sheet line items to held for sale. Assets classified as held for sale are carried at the lower of cost or market, with any gain or loss recorded in "Other losses, net" in the condensed consolidated statement of operations. The Partnership classified certain assets of two cemeteries and two funeral homes at December 31, 2018 and two cemeteries and three funeral homes at December 31, 2017 as held for sale. The contributions of revenues and earnings by these assets in 2018 and 2017 were not material. Assets held for sale consisted of the following at the date indicated (in thousands): 2018 2017 Cemetery property $ 350 $ 128 Buildings and improvements 407 718 Funeral home land - 170 Assets held for sale $ 757 $ 1,016 | |
Cemetery Property | Cemetery Property Cemetery property consists of developed and undeveloped cemetery land, constructed mausoleum crypts and lawn crypts and other cemetery property. Cemetery property is stated at cost or, upon acquisition of a business, at the fair value of the assets acquired. | |
Property and Equipment | Property and Equipment Property and equipment is stated at cost or, upon acquisition of a business, at the fair value of the assets acquired and depreciated on a straight-line basis. Maintenance and repairs are charged to expense as incurred, whereas additions and major replacements are capitalized and depreciation is recorded over their estimated useful lives as follows: Buildings and improvements 10 to 40 years Furniture and equipment 3 to 10 years Leasehold improvements over the shorter of the term of the lease or the life of the asset | |
Trusts | Merchandise Trusts Pursuant to state law, a portion of the proceeds from pre-need sales of merchandise and services is put into trust (the "merchandise trust") until such time that the Partnership meets the requirements for releasing trust principal, which is generally delivery of merchandise or performance of services. All investment earnings generated by the assets in the merchandise trusts (including realized gains and losses) are deferred until the associated merchandise is delivered or the services are performed (see Note 7). Perpetual Care Trusts Pursuant to state law, a portion of the proceeds from the sale of cemetery property is required to be paid into perpetual care trusts. The perpetual care trust principal does not belong to the Partnership and must remain in this trust in perpetuity, while interest and dividends may be released and used to defray cemetery maintenance costs, which are expensed as incurred. The Partnership consolidates the trust into its financial statements because the trust is considered a variable interest entity for which the Partnership is the primary beneficiary. Earnings from the perpetual care trusts are recognized in current cemetery revenues (see Note 8). | |
Fair Value Measurements | Fair Value Measurements The Partnership measures the available-for-sale securities held by its merchandise and perpetual care trusts at fair value on a recurring basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Partnership utilizes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined as follows: • Level 1—inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; • Level 2—inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and • Level 3—inputs to the valuation methodology are unobservable and significant to the fair value measurement. The categorization of the asset or liability within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. For additional disclosures for all of our available-for-sale securities, see Note 7 and Note 8. | |
Inventories | Inventories Inventories are classified within other current assets on the Partnership’s consolidated balance sheets and include cemetery and funeral home merchandise valued at the lower of cost or net realizable value. Cost is determined primarily on a specific identification basis using a first-in, first-out method. Inventories were approximately $7.5 million and $12.1 million at December 31, 2018 and 2017, respectively. Refer to Note 3 Impairment and Other Losses, for further information regarding impairment of inventories. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Partnership monitors the recoverability of long-lived assets, including cemetery property, property and equipment and other assets, based on estimates using factors such as current market value, future asset utilization, business and regulatory climate and future undiscounted cash flows expected to result from the use of the related assets, at a location level. The Partnership’s policy is to evaluate an asset for impairment when events or circumstances indicate that a long-lived asset’s carrying value may not be recovered. An impairment charge is recorded to write-down the asset to its fair value if the sum of future undiscounted cash flows is less than the carrying value of the asset. | |
Other-Than-Temporary Impairment of Trust Assets | Other-Than-Temporary Impairment of Trust Assets The Partnership determines whether or not the impairment of a fixed maturity debt security is other-than-temporary by evaluating each of the following: • Whether it is the Partnership’s intent to sell the security. If there is intent to sell, the impairment is considered to be other-than-temporary. • If there is no intent to sell, the Partnership evaluates if it is not more likely than not that it will be required to sell the debt security before its anticipated recovery. If the Partnership determines that it is more likely than not that it will be required to sell an impaired investment before its anticipated recovery, the impairment is considered to be other-than-temporary. The Partnership further evaluates whether or not all assets in the trusts have other-than-temporary impairments based upon a number of criteria including the severity of the impairment, length of time a security has been in a loss position, changes in market conditions and concerns related to the specific issuer. If an impairment is considered to be other-than-temporary, the cost basis of the security is adjusted downward to its fair value. For assets held in the perpetual care trusts, any reduction in the cost basis due to an other-than-temporary impairment is offset with an equal and opposite reduction in the perpetual care trust corpus and has no impact on earnings. For assets held in the merchandise trusts, any reduction in the cost basis due to an other-than-temporary impairment is recorded in deferred revenue. | |
Goodwill | Goodwill The Partnership tests goodwill for impairment at least annually or if impairment indicators arise by comparing its reporting units’ estimated fair values to carrying values. Because quoted market prices for the reporting units are not available, the Partnership’s management must apply judgment in determining the estimated fair value of these reporting units. The Partnership’s management uses all available information to make these fair value determinations, including the present values of expected future cash flows using discount rates commensurate with the risks involved in the Partnership’s assets and the available market data of the industry group. A key component of these fair value determinations is a reconciliation of the sum of the fair value calculations to the Partnership’s market capitalization. The observed market prices of individual trades of an entity’s equity securities (and thus its computed market capitalization) may not be representative of the fair value of the entity as a whole. Management will continue to evaluate goodwill at least annually, or more frequently if events or circumstances indicate that the carrying value of a reporting unit exceeds its fair value. In the fourth quarter of 2017, the Partnership early adopted ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Additionally, during the fourth quarter of 2018, we changed our annual goodwill impairment test date from December 31 st st | |
Intangible Assets | Intangible Assets The Partnership has other acquired intangible assets, most of which have been recognized as a result of acquisitions and long-term lease, management and operating agreements. The Partnership amortizes these intangible assets over their estimated useful lives and periodically tests them for impairment. | |
Accounts Payable and Accrued Liabilities | Accounts Payable and Accrued Liabilities The Partnership records liabilities for expenses incurred related to the current period in accounts payable and accrued liabilities on the Partnership’s consolidated balance sheets. At December 31, 2018 and 2017, accounts payable and accrued liabilities was comprised of accounts payable of $29.8 million and $18.5 million, respectively, accrued expenses of $21.7 million and $15.9 million, respectively, benefits and payroll liabilities of $6.9 million and $5.7 million, respectively, and tax liabilities of $3.1 million and $2.9 million, respectively. The $5.6 million increase in accrued expenses related to professional fee expenses. | |
Deferred Revenues | Deferred Revenues Revenues from the sale of services and merchandise as well as any investment income from the merchandise trusts is deferred until such time that the services are performed or the merchandise is delivered. In addition to amounts deferred on new contracts and investment income and unrealized gains on our merchandise trusts, deferred revenues include deferred revenues from pre-need sales that were entered into by entities prior to the Partnership’s acquisition of those entities or the assets of those entities. The Partnership provides for a profit margin for these deferred revenues to account for the projected future costs of delivering products and providing services on pre-need contracts that the Partnership acquired through acquisition. These revenues and their associated costs are recognized when the related merchandise is delivered or services are performed and are presented on a gross basis on the consolidated statements of operations. | |
Income Taxes | Income Taxes The Partnership is not subject to U.S. federal and most state income taxes. The partners of the Partnership are liable for income tax in regard to their distributive share of the Partnership’s taxable income. Such taxable income may vary substantially from net income reported in the accompanying consolidated financial statements. Certain corporate subsidiaries are subject to federal and state income tax. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Partnership records a valuation allowance against its deferred tax assets if it deems that it is more likely than not that some portion or all of the recorded deferred tax assets will not be realizable in future periods. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the "Tax Act") was signed into law. The Tax Act made broad and complex changes to the U.S. tax code by, among other things, reducing the federal corporate income tax rate, creating a new limitation on deductible interest expense, creating bonus depreciation that will allow for full expensing on qualified property, changing the lives of post-2017 net operating loss carryovers and imposing limitations on deductibility of certain executive compensation. | |
Net Loss per Common Unit | Net Loss per Common Unit Basic net loss attributable to common limited partners per unit is computed by dividing net loss attributable to common limited partners, which is determined after the deduction of the general partner’s interest, by the weighted average number of common limited partner units outstanding during the period. Net loss attributable to common limited partners is determined by deducting net loss attributable to participating securities, if applicable, and net loss attributable to the general partner’s units. The general partner’s interest in net loss is calculated on a quarterly basis based upon its units and incentive distributions to be distributed for the quarter, with a priority allocation of net income to the general partner’s incentive distributions, if any, in accordance with the partnership agreement and the remaining net loss allocated with respect to the general partner’s and limited partners’ ownership interests. The Partnership presents net loss per unit under the two-class method for MLP, which considers whether the incentive distributions of an MLP represent a participating security when considered in the calculation of earnings per unit under the two-class method. The two-class method considers whether the partnership agreement contains any contractual limitations concerning distributions to the incentive distribution rights that would impact the amount of earnings to allocate to the incentive distribution rights for each reporting period. If distributions are contractually limited to the incentive distribution rights’ share of currently designated available cash for distributions, as defined under the partnership agreement, undistributed earnings in excess of available cash should not be allocated to the incentive distribution rights. Under the two-class method, management believes the partnership agreement contractually limits cash distributions to available cash; therefore, undistributed earnings in excess of available cash are not allocated to the incentive distribution rights. The following is a reconciliation of net loss allocated to the common limited partners for purposes of calculating net loss attributable to common limited partners per unit (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net loss $ (42,652 ) $ (17,225 ) $ (99,584 ) $ (52,165 ) Less: Incentive distribution right (“IDR”) payments to general partner — — — — Net loss to allocate to general and limited partners (42,652 ) (17,225 ) (99,584 ) (52,165 ) General partner’s interest excluding IDRs (426 ) (179 ) (1,018 ) (543 ) Net loss attributable to common limited partners $ (42,226 ) $ (17,046 ) $ (98,566 ) $ (51,622 ) Diluted net loss attributable to common limited partners per unit is calculated by dividing net loss attributable to common limited partners, less income allocable to participating securities, by the sum of the weighted average number of common limited partner units outstanding and the dilutive effect of unit awards, as calculated by the treasury stock or if converted methods, as applicable. These awards consist of common units that are contingently issuable upon the satisfaction of certain vesting conditions and common units issuable upon the exercise of certain unit appreciation rights awards under the terms of the Partnership’s long-term incentive plans. The following table sets forth the reconciliation of the Partnership’s weighted average number of common limited partner units used to compute basic net loss attributable to common limited partners per unit with those used to compute diluted net loss attributable to common limited partners per unit (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Weighted average number of common limited partner units—basic 38,916 37,959 38,438 37,959 Effect of dilutive incentive awards ( 1) — — — — Weighted average number of common limited partner units—diluted 38,916 37,959 38,438 37,959 (1) For the three and nine months ended September 30, 2019, the diluted weighted average number of limited partner units outstanding presented on the unaudited condensed consolidated statement of operations does not include 563,183 units as their effects would be anti-dilutive. In addition, all outstanding Preferred Units are exempt for purposes of calculating the diluted weighted average number of common limited partner units, as their conversion is not based on meeting a contingency derived from the Partnership’s unit price. The Preferred Units are convertible upon the completion of the Rights Offering (defined herein), which occurred early in the fourth quarter of 2019. For further detail on the Rights Offering, see Note 17 Subsequent Events. For the three and nine months ended September 30, 2018, the diluted weighted average number of limited partner units outstanding presented on the unaudited condensed consolidated statement of operations does not include 560,839 units, as their effects would be anti-dilutive. | Net Loss per Common Unit Basic net income (loss) attributable to common limited partners per unit is computed by dividing net income (loss) attributable to common limited partners, which is determined after the deduction of the general partner’s interest, by the weighted average number of common limited partner units outstanding during the period. Net income (loss) attributable to common limited partners is determined by deducting net income (loss) attributable to participating securities, if applicable, and net income (loss) attributable to the general partner’s units. The general partner’s interest in net income (loss) is calculated on a quarterly basis based upon its units and incentive distributions to be distributed for the quarter, with a priority allocation of net income to the general partner’s incentive distributions, if any, in accordance with the partnership agreement, and the remaining net income (loss) allocated with respect to the general partner’s and limited partners’ ownership interests. The Partnership presents net income (loss) per unit under the two-class method for master limited partnerships, which considers whether the incentive distributions of a master limited partnership represent a participating security when considered in the calculation of earnings per unit under the two-class method. The two-class method considers whether the partnership agreement contains any contractual limitations concerning distributions to the incentive distribution rights that would impact the amount of earnings to allocate to the incentive distribution rights for each reporting period. If distributions are contractually limited to the incentive distribution rights’ share of currently designated available cash for distributions as defined under the partnership agreement, undistributed earnings in excess of available cash should not be allocated to the incentive distribution rights. Under the two-class method, management of the Partnership believes the partnership agreement contractually limits cash distributions to available cash; therefore, undistributed earnings in excess of available cash are not allocated to the incentive distribution rights. The following is a reconciliation of net income (loss) allocated to the common limited partners for purposes of calculating net income (loss) attributable to common limited partners per unit (in thousands): Years Ended December 31, 2018 2017 Net loss $ (72,699 ) $ (75,158 ) Less: Incentive distribution right (“IDR”) payments to general partner — — Net loss to allocate to general and limited partners (72,699 ) (75,158 ) General partner’s interest excluding IDRs (757 ) (782 ) Net loss attributable to common limited partners $ (71,942 ) $ (74,376 ) Diluted net income (loss) attributable to common limited partners per unit is calculated by dividing net income (loss) attributable to common limited partners, less income allocable to participating securities, by the sum of the weighted average number of common limited partner units outstanding and the dilutive effect of unit awards, as calculated by the treasury stock or if converted methods, as applicable. These awards consist of common units that are contingently issuable upon the satisfaction of certain vesting conditions and common units issuable upon the exercise of certain unit appreciation rights awards under the terms of the Partnership’s long-term incentive plans (see Note 13). The following table sets forth the reconciliation of the Partnership’s weighted average number of common limited partner units used to compute basic net income (loss) attributable to common limited partners per unit with those used to compute diluted net income (loss) attributable to common limited partners per unit (in thousands): Years Ended December 31, 2018 2017 Weighted average number of common limited partner units—basic 37,959 37,948 Add effect of dilutive incentive awards (1) — — Weighted average number of common limited partner units—diluted 37,959 37,948 (1) The diluted weighted average number of limited partners’ units outstanding presented on the consolidated statement of operations does not include 1,333,572 units and 289,937 units for the years ended December 31, 2018 and 2017, respectively, as their effects would be anti-dilutive. |
Recently Issued Accounting Standard Updates | Recently Adopted Accounting Standards Leases The Partnership adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) ASU 2016-02 provides for certain practical expedients when adopting the guidance. The Partnership elected the package of practical expedients allowing the Partnership to not reassess whether any expired or existing contracts are or contain leases, the lease classification for any expired or existing leases or initial direct costs for any expired or existing leases. The Partnership did not apply the hindsight practical expedient. The Partnership applied the land easements practical expedient allowing the Partnership to not assess whether any expired or existing land easements are or contain leases, if they were not previously accounted for as leases under the existing leasing guidance. Instead, the Partnership will continue to apply its existing accounting policies to historical land easements. The Partnership elected to apply the short-term lease exception; therefore, the Partnership did not record a ROU asset or corresponding lease liability for leases with a term of twelve months or less and instead recognized a single lease cost allocated over the lease term, generally on a straight-line basis. The Partnership is separating lease components from non-lease components, as it did not elect the applicable practical expedient. The Partnership has excluded maintenance, taxes and insurance costs from the calculation of the initial lease liability in the transition. Non-lease components are accounted for separately from the lease, recorded as maintenance, taxes and insurance and expensed as incurred. The Partnership adopted the new guidance on January 1, 2019 and as a result of the adoption, the Partnership recorded: • a $1.1 million reclassification from Intangible assets to Other assets for below market lease intangibles; • a $0.1 million and $0.2 million reclassification from Accounts payable and accrued liabilities and Other long-term liabilities, respectively, to Other assets for a deferred gain on a sale leaseback transaction; • a $0.3 million and $3.5 million reclassification from Accounts payable and accrued liabilities and Other long-term liabilities, respectively, to Other assets for a rent incentive; • a $15.3 million increase to Other assets for operating lease right-of-use assets; and • a $2.2 million and $13.1 million increase to Accounts payable and accrued liabilities and Other long-term liabilities, respectively, for operating lease liabilities. The foregoing adjustments r esulted in the creation of a net ROU asset of $12.3 million and operating lease liability of $15.3 million as of the adoption date. In connection with the adoption of these new lease standards, the Partnership implemented internal controls to ensure that its contracts are properly evaluated to determine applicability under ASU 2016-02 and that the Partnership properly applies ASU 2016-02 in accounting for and reporting on all its qualifying leases. Stock Compensation In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Presentation In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of partners’ deficit for interim financial statements. Under the amendments, an analysis of changes in each caption of shareholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The final rule was effective on November 5, 2018; as such, the Partnership used the new presentation of a condensed consolidated statement of Partners' deficit within its interim financial statements in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2019. Recently Issued Accounting Standard Updates - Not Yet Effective Credit Losses In June 2016, FASB issued ASU No. 2016-13, Credit Losses (Topic 326) Codification Improvements to Topic 326, Financial Instruments-Credit Losses , Financial Instruments-Credit Losses-Measured at Amortized Cost Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Financial Instruments-Credit Losses (Topic 326), Financial Instruments Variable Interest Entities In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement Fair Value Measurements Internal-Use Software In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software: Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract | Recently Issued Accounting Standard Updates - Adopted in the Current Period Revenue In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) The Partnership adopted the new revenue standard as of January 1, 2018 using the modified retrospective method and applying the new standard to all contracts with customers. Therefore, the comparative financial information has not been restated and continues to be reported under the accounting standards in effect that period. The Partnership elected to aggregate the effects of all contract modifications that occurred prior to the date of adoption when (i) identifying the satisfied and unsatisfied performance obligations, (ii) determining the transaction price and (iii) allocating the transaction price to the satisfied and unsatisfied performance obligations, rather than retrospectively restating the contracts for those modifications. The new revenue standard, as amended, requires that we recognize revenue in the amount to which we expect to be entitled for delivery of promised goods and services to our customers. The new revenue standard also resulted in enhanced revenue-related disclosures, including any significant judgments and changes in judgments. Additionally, the new revenue standard requires the deferral of incremental direct selling costs to the period in which the related revenue is recognized. The standard primarily impacts the manner in which we recognize (a) certain nonrefundable up-front fees and (b) incremental costs to acquire pre-need and at-need contracts (i.e., selling costs). The nonrefundable fees will be deferred and recognized as revenue when the underlying goods and services are delivered to the customer. The incremental direct selling costs will be deferred and recognized by specific identification upon the delivery of the underlying goods and services. The Partnership recorded a total net impact of $28.1 million decrease to the opening balance sheet of partners’ capital which was comprised of the adjustment to deferred revenue, the adjustment to deferred selling expense, establishment of the refund liability and the corresponding tax impact. Further, under the new revenue standard, the amounts due from customers for unfulfilled performance obligations on cancellable pre-need contracts may only be recognized to the extent that control has transferred to the customer for interments, merchandise or services for which the Partnership has not collected cash. Accordingly, we reclassified approximately $11.4 million of accounts receivable, net of allowance and $14.1 million of long-term receivables, net of allowance for a total of $25.5 million for unfulfilled performance obligations on cancelable preneed contracts to deferred revenue, net. As a result of adoption of the new revenue standard, we have also eliminated our previous cancellation reserve on these performance obligations in the amount of $12.9 million, which resulted in an increase in deferred revenue and accounts receivable. As noted above, due to the adoption of ASC 606, the Partnership recorded a $6.4 million decrease to the opening balance of partners’ capital primarily related to the timing of the recognition of nonrefundable upfront fees partially offset by an increase to the opening balance of partners’ capital due to the timing of revenue recognition for interment rights which are now recognized when the property is available for use by the customer. The Partnership recorded an $18.6 million decrease to the opening balance of partners’ capital due to the write-down of certain recoverable selling and obtaining costs that were determined not to be incremental costs to acquire under ASC 606. In addition, the Partnership established a $2.1 million reserve representing the fair value of the refund obligation that may arise due to state law provisions that include a guarantee of customer funds collected on unfulfilled performance obligations and maintained in trust, which may be refundable due to the exercise of customer cancellation rights. As a result, the Partnership recorded a $3.5 million decrease to the opening balance of partners’ capital and an increase in Other Long-Term Liabilities. Additionally, the Partnership recognized a tax benefit of $0.4 million as a result of adoption, which was an increase to the opening balance of partners’ capital. The information presented for the period prior to January 1, 2018 has not been restated and is reported under FASB ASC 605. The cumulative effect of adopting the new revenue standard impacted the Partnership’s consolidated January 1, 2018 balance sheet as follows (in thousands): Balance Sheet Balance as of December 31, 2017 Impact of Adoption of FASB ASC 606 Balance as of January 1, 2018 Assets Current Assets: Cash and cash equivalents $ 6,821 $ - $ 6,821 Accounts receivable, net of allowance 79,116 (6,122 ) 72,994 Prepaid expenses 4,580 - 4,580 Assets held for sale 1,016 - 1,016 Other current assets 21,453 - 21,453 Total current assets 112,986 (6,122 ) 106,864 Long-term accounts receivable - net of allowance 105,935 (6,527 ) 99,408 Cemetery property 333,404 (2,020 ) 331,384 Property and equipment, net of accumulated depreciation 114,090 - 114,090 Merchandise trusts, restricted, at fair value 515,456 - 515,456 Perpetual care trusts, restricted, at fair value 339,928 - 339,928 Deferred selling and obtaining costs 126,398 (18,557 ) 107,841 Deferred tax assets 84 7 91 Goodwill 24,862 - 24,862 Intangible assets 63,244 - 63,244 Other assets 19,695 - 19,695 Total assets $ 1,756,082 $ (33,219 ) $ 1,722,863 Liabilities and partners' capital Current liabilities Accounts payable and accrued liabilities $ 43,023 $ 1,329 $ 44,352 Accrued interest 1,781 - 1,781 Current portion, long-term debt 1,002 - 1,002 Total current liabilities 45,806 1,329 47,135 Long-term debt, net of deferred financing costs 317,693 - 317,693 Deferred revenues, net 912,626 (9,558 ) 903,068 Deferred tax liabilities 9,638 (367 ) 9,271 Perpetual care trust corpus 339,928 - 339,928 Other long term liabilities 38,695 3,474 42,169 Total liabilities 1,664,386 (5,122 ) 1,659,264 Partners' capital General partner (2,959 ) (292 ) (3,251 ) Common partner 94,655 (27,805 ) 66,850 Total partners' equity 91,696 (28,097 ) 63,599 Total liabilities and partners' equity $ 1,756,082 $ (33,219 ) $ 1,722,863 In accordance with FASB ASC 606 under the modified retrospective approach, the Partnership is required to disclose the impact of the new revenue standard by comparing the results of the current reporting period under FASB ASC 605. The impact of adopting ASC 606 on the Partnership’s condensed consolidated statement of operations for the year ended is as follows: Year Ended December 31, 2018 Statement of Operations As Reported Under FASB ASC 606 Balances if Reported Under FASB ASC 605 Impact of Adoption Revenues: Cemetery: Interments $ 76,902 $ 69,111 $ 7,791 Merchandise 75,412 69,578 5,834 Services 67,278 68,642 (1,364 ) Investment and other 42,343 53,787 (11,444 ) Funeral home: - Merchandise 25,652 25,540 112 Services 28,539 28,998 (459 ) Total revenues $ 316,126 $ 315,656 $ 470 Costs and Expenses: Cost of goods sold $ 54,647 $ 55,934 $ (1,287 ) Cemetery expenses 78,708 78,708 - Selling expense 62,538 60,763 1,775 General and administrative expense 43,081 42,720 361 Corporate overhead 53,281 53,281 - Depreciation and amortization 11,736 11,736 - Funeral home expenses: - Merchandise 6,579 6,579 - Services 22,159 22,201 (42 ) Other 15,787 15,755 32 Total costs and expenses $ 348,516 $ 347,677 $ 839 Gain on acquisitions and divestitures $ 691 $ 691 Other losses, net (12,195 ) (12,195 ) - Interest expense (30,602 ) (30,602 ) - Loss before income taxes (74,496 ) (74,127 ) (369 ) Income tax benefit (expense) 1,797 1,314 483 Net loss $ (72,699 ) $ (72,813 ) $ 114 The impact of the adoption on the December 31, 2018 balance sheet was not material. The cumulative impact of the adoption on the statement of cash flows only impacted certain line items in cash flows from operating activities. Total net cash provided by operating activities did not change as a result of the adoption. The decreased net loss of $0.1 million for the year ended December 31, 2018 , respectively, was offset by changes in costs of lots sold, provision for bad debt, and changes in the balances of accounts receivable, deferred selling and obtaining cost, deferred revenues and deferred taxes, net Financial Instruments In the first quarter of 2016, the FASB issued Update No. 2016-01, Financial Instruments (Subtopic 825-10) (“ASU 2016-01”). The core principle of ASU 2016-01 is that all equity investments should be measured at fair value with changes in the fair value recognized through operations. The amendment was effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application was not permitted for the key aspects of the amendment. The adoption of ASU 2016-01 on January 1, 2018 did not have a material impact on the Partnership's financial position, results of operations and related disclosures. These changes in fair value will be offset by a corresponding change in deferred merchandise trust gains (losses) within "Deferred revenues, net" and in "Perpetual care trust corpus" on the Partnership's condensed consolidated balance sheet. In the first quarter of 2018, the FASB issued Update No. 2018-03, Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2018-03"). The amendments clarify certain aspects of the guidance in Update 2016-01. The adoption of ASU 2018-03 on January 1, 2018 did not have a material impact on the Partnership's financial position, results of operations and related disclosures. Cash Flows In the third quarter of 2016, the FASB issued Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments The adoption of this standard on January 1, 2018 did not have a material impact on the Partnership’s financial position, results of operations and related disclosures. In the fourth quarter of 2016, the FASB issued Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Business Combinations In the first quarter of 2017, the FASB issued Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business Income Taxes In the first quarter of 2018, the FASB issued Update No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 Recently Issued Accounting Standard Updates - Not Yet Effective as of December 31, 2018 Presentation In August 2018, the Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of shareholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of shareholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The final rule was effective on November 5, 2018, as such, the Partnership plans to use the new presentation of a condensed consolidated statement of shareholders' equity within its interim financial statements beginning in its Form 10-Q for the quarter ending March 31, 2019. Other than the new presentation, the Partnership does not anticipate any material impact to its consolidated financial statements and related disclosures upon adoption. Leases In the first quarter of 2016, the FASB issued Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). The core principle of ASU 2016-02 is that all leases create an asset and a liability for lessees and recognition of those lease assets and lease liabilities represents an improvement over previous GAAP, which did not require lease assets and lease liabilities to be recognized for most leases or disclosure of key information about leasing arrangements. In addition, the new standard offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. This new standard will be effective for the Partnership on January 1, 2019. In the first quarter of 2018, the FASB issued Update No. 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842 (“ASU 2018-01”). The amendments in this update provide an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under Topic 840, Leases. An entity that elects the practical expedient must evaluate new or modified land easements under Topic 842 beginning at the date that the entity adopts Topic 842. An entity that does not elect this practical expedient must evaluate all existing or expired land easements in connection with the adoption of the new lease requirements in Topic 842 to assess whether they meet the definition of a lease. The amendments in this Update affect the amendments in Update 2016-02, which are not yet effective but may be early adopted. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Update 2016-02. An entity that early adopted Topic 842 should apply the amendments in this Update upon issuance. In July 2018, the FASB issued Update No. 2018-10 Codification Improvements to Topic 842, Leases (“ASU 2018-10”) and issued Update No. 2018-11 Leases (Topic 842) Targeted Improvements (“ASU 2018-11”). ASU 2018-10 provides certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 provides companies an option to apply the transition provisions of ASU 2016-02 at its adoption date instead of at the earliest comparative period presented in its financial statements and to provide lessors with a practical expedient to reduce the cost and complexity of implementing ASU 2016-02. ASU 2016-02 provides for certain practical expedients when adopting the guidance. The Partnership plans to elect the package of practical expedients allowing the Partnership to not reassess whether any expired or existing contracts are, or contain, leases, the lease classification for any expired or existing leases or initial direct costs for any expired or existing leases. The Partnership does not plan to apply the hindsight practical expedient allowing the Partnership to use hindsight when determining the lease term (i.e., evaluating the Partnership’s option to renew or terminate the lease or to purchase the underlying asset) and assessing impairment of expired or existing leases. The Partnership plans to apply the land easements practical expedient allowing the Partnership to not assess whether any expired or existing land easements are, or contain, leases if they were not previously accounted for as leases under the existing leasing guidance. Instead, the Partnership will continue to apply its existing accounting policies to historical land easements. The Partnership elects to apply the short-term lease exception; therefore, the Partnership will not record a right-of-use asset or corresponding lease liability for leases with a term of twelve months or less and instead recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The Partnership plans to elect the practical expedient to not separate lease components from non-lease components and instead account for both as a single lease component for all asset classes. The Partnership plans to adopt this guidance in the first quarter of 2019 using the optional transition method. Consequently, the Partnership's reporting for the comparative periods presented in the consolidated financial statements will continue to be in accordance with ASC Topic 840, Leases The Partnership has reviewed its existing leases and has begun the implementation of a lease module that interfaces with our current general ledger system. This module will serve as our lease repository and ensure completeness of our lease population. Credit Losses In the second quarter of 2016, the FASB issued Update No. 2016-13, Credit Losses (Topic 326) |
Recapitalization Transactions | Recapitalization Transactions Series A Preferred Offering On June 27, 2019, funds and accounts affiliated with Axar Capital, a related party and the largest holder of the Partnership’s outstanding common units of record, and certain other investors (individually a “Purchaser” and collectively the “Purchasers”) and the Partnership entered into the Series A Preferred Unit Purchase Agreement (the “Series A Purchase Agreement” and the transactions contemplated thereby, the “Preferred Offering”) pursuant to which the Partnership sold to the Purchasers an aggregate of 52,083,333 of the Partnership’s Series A Preferred Units (the “preferred units”) representing limited partner interests in the Partnership with certain rights, preferences and privileges as are set forth in the Partnership’s Third Amended and Restated Agreement of Limited Partnership dated as of June 27, 2019 (the “Third Amended Partnership Agreement”). The purchase price for the preferred units sold pursuant to the Series A Purchase Agreement was $1.1040 per preferred unit, reflecting an 8% discount to the liquidation preference of each preferred unit, for an aggregate purchase price of $57.5 million. Senior Secured Notes Concurrently with the closing of the Preferred Offering, discussed above, the Partnership completed a private placement of $385.0 million of 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024 (the “Senior Secured Notes”) of the Partnership to certain financial institutions (the “Notes Offering,” and collectively with the Preferred Offering, the “Recapitalization Transactions”) pursuant to the terms of an indenture dated June 27, 2019 by and among the Partnership, Cornerstone Family Services of West Virginia Subsidiary, Inc. (“Cornerstone” and, collectively with the Partnership, the “Issuers”), certain direct and indirect subsidiaries of the Partnership (the “Guarantors”), the initial purchasers party thereto and Wilmington Trust, National Association, as trustee (the “Indenture”). The net proceeds of the Recapitalization Transactions were used to fully repay the then-outstanding senior notes due in June 2021, retire the Partnership’s revolving credit facility due in May 2020 and pay the associated transaction expenses, with the remaining balance reserved for general corporate purposes. The Partnership is to pay quarterly interest at either a fixed rate of 9.875% per annum in cash or, at their periodic option through January 30, 2022, a fixed rate of 7.50% per annum in cash plus a The Senior Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022. | |
Proposed C-Corporation Conversion | Proposed C-Corporation Conversion On September 27, 2018, StoneMor GP LLC (the “general partner”) and the Partnership publicly announced a plan to convert from a master limited partnership structure to a more traditional C-Corporation structure. Accordingly, the general partner and the Partnership entered into a Merger and Reorganization Agreement (as amended to date, the “Merger Agreement”) with StoneMor GP Holdings and Hans Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the general partner, providing for a series of transactions and resulting in (i) the general partner converting into a Delaware corporation to be named “StoneMor Inc.” and (ii) Hans Merger Sub merging with and into the Partnership (the “Merger”) with the Partnership surviving and with StoneMor Inc. as its sole general partner, in each case, pursuant to the terms of the Merger Agreement (collectively, the “C-Corporation Conversion”). At the consummation of the Merger, which is anticipated to be no later than the end of the fourth quarter of 2019, the general partner will complete its transition to a new publicly traded Delaware corporation, StoneMor Inc. | |
Going Concern and Uses and Sources of Liquidity | Going Concern and Uses and Sources of Liquidity The Partnership’s primary sources of liquidity are cash generated from operations and the remaining balance of the proceeds from the sale of the Senior Secured Notes. As a master limited partnership (“MLP”), the Partnership's primary cash requirements, in addition to normal operating expenses, are for capital expenditures, net contributions to the merchandise and perpetual care trust funds, debt service and cash distributions. In general, as part of its operating strategy, the Partnership expects to fund: • working capital deficits through available cash, including the remaining balance of the proceeds from the sale of the Senior Secured Notes, cash generated from operations and divestitures of non-core assets; • expansion capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service obligations through available cash, cash generated from operations or asset sales. Amounts contributed to the merchandise trust funds will be withdrawn at the time of the delivery of the product or service sold to which the contribution relates (see "Summary of Significant Accounting Policies" section below regarding revenue recognition), which will reduce the amount of additional borrowings or asset sales needed; and • any cash distributions the Partnership is permitted and determines to pay in accordance with its partnership agreement and maintenance capital expenditures through available cash and cash flows from operating activities. While the Partnership relies heavily on its available cash and cash flows from operating activities to execute its operational strategy and meet its financial commitments and other short-term financial needs, the Partnership cannot be certain that sufficient capital will be generated through operations or be available to the Partnership to the extent required and on acceptable terms. The Partnership has experienced negative financial trends, including use of cash in operating activities, which, when considered in the aggregate, raise substantial doubt about the Partnership’s ability to continue as a going concern. These negative financial trends include: • the Partnership has continued to incur net losses for the nine months ended September 30, 2019 and has an accumulated deficit and negative cash flows from operating activities as of September 30, 2019, due to an increased competitive environment, increased expenses due to the proposed C-Corporation Conversion and increases in professional fees and compliance costs; and • a decline in billings coupled with the increase in professional, compliance and consulting expenses tightened the Partnership's liquidity position and increased reliance on long-term financial obligations, which, in turn, eliminated the Partnership's ability to pay distributions. During 2018 and 2019, the Partnership implemented (and will continue to implement) various actions to improve profitability and cash flows to fund operations. A summary of these actions is as follows: • sold an aggregate of 52,083,333 of the Partnership’s preferred units, representing limited partner interests in the Partnership, for an aggregate purchase price of $57.5 million and completed a private placement of $385.0 million of the Senior Secured Notes ; • continue to manage recurring operating expenses and seek to limit non-recurring operating expenses over the next twelve-month period; and • identify and complete sales of select assets to provide supplemental liquidity. Based on the Partnership's forecasted operating performance, planned actions to improve profitability, cash flows and projected plans to file financial statements on a timely basis consistent with the debt covenants, the Partnership does not believe it is probable that the Partnership will breach the covenants under the Indenture for the next twelve-month period. However, there is no certainty that the Partnership's actual operating performance and cash flows will not be substantially different from forecasted results and no certainty the Partnership will not need amendments to the Indenture in the future and such amendments will be granted. Factors that could impact the significant assumptions used by the Partnership in assessing its ability to satisfy its financial covenants include the following: • operating performance not meeting reasonably expected forecasts; • failing to generate profitable sales; • failing to achieve cost reduction targets; • inability to achieve and capitalize on its divestiture strategy; • investments in the Partnership's trust funds experiencing significant declines due to factors outside its control; • inability to compete successfully with other cemeteries and funeral homes in the Partnership's markets; • the number of deaths in the Partnership's markets declining; and • the mix of funeral and cemetery revenues between burials and cremations. If the Partnership's planned, implemented and not yet implemented actions are not completed or implemented and cash savings are not realized, or the Partnership fails to improve its operating performance and cash flows or the Partnership is not able to comply with the covenants under the Indenture, the Partnership may be forced to limit its business activities, limit its ability to implement further modifications to its operations or limit the effectiveness of some actions that are included in its forecasts, amend its Indenture and/or seek other sources of capital, and the Partnership may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Partnership's access to inventory or services that are important to the operation of the Partnership's business. Given the Partnership's level of cash and cash equivalents, to preserve capital resources and liquidity, the Board of Directors of the General Partner concluded that it was not in the best interest of unitholders to pay distributions to unitholders after the first quarter of 2017. In addition, the Indenture effectively prohibits the Partnership from making distributions to unitholders. Any of these events may have a material adverse effect on the Partnership's results of operations and financial condition. The ability of the Partnership to continue as a going concern is dependent upon achieving the action plans noted above. The unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2019 were prepared on the basis of a going concern, which contemplates that the Partnership will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments, if any, that would be necessary should the Partnership be required to liquidate its assets. | |
Restricted Cash | Restricted Cash Cash that is restricted from withdrawal or use under the terms of certain contractual agreement is recorded as restricted cash. Restricted cash was $20.6 million as of September 30, 2019, primarily related to cash collateralization of the Partnership’s letters of credit and surety bonds. There was no restricted cash as of December 31, 2018. | |
Leases | Leases The Partnership leases a variety of assets throughout its organization, such as office space, funeral homes, warehouses and equipment. The Partnership has both operating and finance leases. The Partnership’s operating leases primarily include office space, funeral homes and equipment. The Partnership’s finance leases primarily consist of vehicles and certain IT equipment. The Partnership determines whether an arrangement is or contains a lease at the inception of the arrangement based on the facts and circumstances in each contract. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Partnership recognizes lease expense for these leases on a straight-line basis over the lease term. For lease agreements with an initial term in excess of 12 months, the Partnership records the lease liability and Right of Use (“ROU”) asset at commencement date based upon the present value of the sum of the remaining minimum rental payments, which exclude executory costs. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received. Certain leases provide the Partnership with the option to renew for additional periods , with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. The exercise of lease renewal options is at the Partnership’s sole discretion, and the Partnership is only including the renewal option in the lease term when the Partnership can be reasonably certain that the Partnership will exercise the additional options. As most of the Partnership’s leases do not provide an implicit rate, the Partnership uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Partnership evaluates the term of the lease, type of asset and its weighted average cost of capital to determine its incremental borrowing rate used to measure the ROU asset and lease liability . The Partnership calculates operating lease expense ratably over the lease term plus any reasonably assured renewal periods. The Partnership considers reasonably assured renewal options, fixed escalation provisions and residual value guarantees in its calculation. Leasehold improvements are amortized over the shorter of the lease term or asset life, which may include renewal periods where the renewal is reasonably assured, and are included in the determination of straight-line rent expense. The depreciable life of assets and leasehold improvements are generally limited by the expected lease term. The Partnership’s leases also typically have lease and non-lease components, which are generally accounted for separately and not included in the measurement of the ROU asset and lease liability. | |
Scenario Previously Reported [Member] | ||
Basis of Presentation | Basis of Presentation The consolidated financial statements included in this Annual Report on Form 10-K have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). | |
Reclassifications and Adjustments to Prior Period Financial Statements | Reclassifications and Adjustments to Prior Period Financial Statements Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation in the consolidated results of operations, primarily to present interment rights separately from merchandise revenues and to reclassify items that were previously recorded in Merchandise Revenues that represented the installation of certain merchandise items which are now presented in Services. There was no effect on the previously reported consolidated results of operations, consolidated financial position or cash flows, except as described below under " Recently Issued Accounting Standard Updates - Adopted in the Current Period. | |
Uses and Sources of Liquidity | Uses and Sources of Liquidity The Partnership’s primary sources of liquidity are cash generated from operations and borrowings under its revolving credit facility. As a master limited partnership (“MLP”), the Partnership's primary cash requirements, in addition to normal operating expenses, are for capital expenditures, net contributions to the merchandise and perpetual care trust funds, debt service and cash distributions. In general, as part of its operating strategy, the Partnership expects to fund: • working capital deficits through cash generated from operations, additional borrowings, and sales of underperforming properties; • expansion capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service obligations through available cash, cash generated from operations, additional borrowings or asset sales. Amounts contributed to the merchandise trust funds will be withdrawn at the time of the delivery of the product or service sold to which the contribution relates (see "Summary of Significant Accounting Policies" section below regarding revenue recognition), which will reduce the amount of additional borrowings or asset sales needed; and • any cash distributions the Partnership is permitted and determines to pay in accordance with its partnership agreement and maintenance capital expenditures through available cash and cash flows from operating activities. While the Partnership relies heavily on its cash flows from operating activities and borrowings under its credit facility to execute its operational strategy and meet its financial commitments and other short-term financial needs, the Partnership cannot be certain that sufficient capital will be generated through operations or available to the Partnership to the extent required and on acceptable terms. Moreover, although the Partnership's cash flows from operating activities have been positive, the Partnership has experienced negative financial trends which, when considered in the aggregate, raise substantial doubt about the Partnership’s ability to continue as a going concern. These negative financial trends include: • the Partnership has continued to incur net losses for the years ended December 31, 2018 and 2017 and has an accumulated deficit as of December 31, 2018, due to an increased competitive environment, an increase in professional fees and compliance costs and an increase in consulting fees associated with the Partnership's adoption and implementation of the Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers • decline in billings coupled with the increase in professional, compliance and consulting expenses, tightened the Partnership's liquidity position and increased reliance on long-term financial obligations, which, in turn, eliminated the Partnership's ability to pay distributions; • the Partnership's failure to comply with certain debt covenants required by the Partnership’s credit facility due to the Partnership's inability to complete a timely filing of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as exceeding of the maximum consolidated leverage ratio financial covenant for the quarters ended December 31, 2017 and March 31, 2018, exceeding the maximum consolidated secured net leverage ratio financial covenant for the periods ended June 30, 2018, September 30, 2018 and December 31, 2018 and not being able to achieve the minimum consolidated fixed charge coverage ratio for the periods ended June 30, 2018, September 30, 2018 and December 31, 2018. As further disclosed in the credit facility subsection in Note 10 Long-Term Debt, these failures constituted defaults that the Partnership's lenders agreed to waive; and • the provision for ticking fees assessed on the amount of outstanding loans made under the Tranche A Revolving Credit Facility (the “Tranche A Revolving Loans”) and payable to the Tranche A Revolving Lenders (i) in-kind, by increasing the outstanding principal amount of such Lender’s Tranche A Revolving Loans (“PIK”) or (ii) in cash in the following amounts and on the following dates: • 3.00% on July 1, 2019, of which (x) 2.00% shall PIK and (y) 1.00% shall be payable in cash, unless Required Lenders agree to PIK; • 1.00% on August 1, 2019, payable in cash, unless the Required Lenders agree to PIK; • 1.00% on September 1, 2019, payable in cash, unless the Required Lenders agree to PIK; and • 1.00% on October 1, 2019, PIK; During 2018 and to date in 2019, the Partnership has implemented (and will continue to implement) various actions to improve profitability and cash flows to fund operations. A summary of these actions is as follows: • continue to manage recurring operating expenses and seek to limit non-recurring operating expenses over the next twelve-month period, which includes the January 2019 Restructuring actions as further discussed in Note 19 Subsequent Events; • the Partnership engaged a financial advisor to advise the Partnership in the arrangement of the refinancing in full of the obligations with respect to the Tranche A Revolving Credit Facility including debt and equity financing vehicles, however, at this time the Partnership has no commitments to obtain any additional funds, and there can be no such assurance such funds will be available on acceptable terms or at all; • complete sales of certain assets and businesses to provide supplemental liquidity; and • for the reasons disclosed above, the Partnership was not in compliance with certain of its amended credit facility covenants as of December 31, 2017, March 31, 2018, June 30, 2018, September 30, 2018 and December 31, 2018. These failures constituted defaults that the lenders agreed to waive pursuant to the Sixth Amendment and Waiver, the Seventh Amendment and Waiver and the Eighth Amendment and Waiver to the Partnership's credit facility on June 12, 2018, July 13, 2018 and February 4, 2019, respectively, as disclosed in the credit facility subsection in Note 10 Long-Term Debt and in Note 19 Subsequent Events. Moreover, based on the Partnership's forecasted operating performance, cash flows and projected plans to file financial statements on a timely basis consistent with the debt covenants, the Partnership does not believe it is probable that the Partnership will further breach the covenants under its amended credit facility for the next twelve-month period. However, there is no certainty that the Partnership's actual operating performance and cash flows will not be substantially different from forecasted results, and no certainty the Partnership will not need further amendments to its credit facility in the future. Factors that could impact the significant assumptions used by the Partnership in assessing its ability to satisfy its financial covenants include the following: • operating performance not meeting reasonably expected forecasts; • failing to generate profitable sales; • investments in the Partnership's trust funds experiencing significant declines due to factors outside its control; • being unable to compete successfully with other cemeteries and funeral homes in the Partnership's markets; • the number of deaths in the Partnership's markets declining; and • the mix of funeral and cemetery revenues between burials and cremations. If the Partnership's planned and implemented actions are not completed and cash savings realized and the Partnership fails to improve its operating performance and cash flows, or the Partnership is not able to comply with the covenants under its amended credit facility, the Partnership may be forced to limit its business activities, implement further modifications to its operations, further amend its credit facility and/or seek other sources of capital, and the Partnership may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Partnership's access to inventory or services that are important to the operation of the Partnership's business. Given the Partnership's level of cash and cash equivalents, to preserve capital resources and liquidity, the Board of Directors of the General Partner concluded that it was not in the best interest of unitholders to pay distributions to unitholders after the first quarter of 2017. In addition, the Partnership's revolving credit facility prohibits the Partnership from making distributions to unitholders. Any of these events may have a material adverse effect on the Partnership's results of operations and financial condition. The ability of the Partnership to meets its obligations at December 31, 2018, and to continue as a going concern is dependent upon achieving the action plans noted above. The consolidated financial statements for the year ended December 31, 2018 were prepared on the basis of a going concern which contemplates that the Partnership will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments, if any, that would be necessary should the Partnership be required to liquidate its assets. The ability of the Partnership to meet its obligations at December 31, 2018, and to continue as a going concern is dependent upon the availability of a refinancing in full of the obligations with respect to the Tranche A Revolving Credit Facility, continued ability to manage expenses and increased sales. As such, the consolidated financial statements included in this Annual Report on Form 10-K do not include any adjustments that might result from the outcome of these uncertainties. |
ACCOUNTS RECEIVABLE, NET OF A_2
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||
Long Term Accounts Receivable, Net of Allowance | Long-term accounts receivable, net, consisted of the following at the dates indicated (in thousands): September 30, 2019 December 31, 2018 Customer receivables $ 162,967 $ 167,017 Unearned finance income (17,254 ) (17,000 ) Allowance for bad debt (6,105 ) (4,941 ) Accounts receivable, net of allowance 139,608 145,076 Less: Current portion, net of allowance 61,470 57,928 Long-term portion, net of allowance $ 78,138 $ 87,148 | Long-term accounts receivable, net, consisted of the following at the dates indicated (in thousands): December 31, 2018 2017 Customer receivables (1) $ 167,017 $ 225,380 Unearned finance income (1) (17,000 ) (20,534 ) Allowance for contract cancellations (1) (4,941 ) (19,795 ) Accounts receivable, net of allowance 145,076 185,051 Less: Current portion, net of allowance 57,928 79,116 Long-term portion, net of allowance $ 87,148 $ 105,935 |
Activity in Allowance for Contract Cancellations | Activity in the allowance for bad debt was as follows (in thousands): September 30, 2019 December 31, 2018 Balance, beginning of period $ 4,941 $ 19,795 Cumulative effect of accounting changes — (12,876 ) Provision for bad debt 5,380 7,358 Charge-offs, net (4,216 ) (9,336 ) Balance, end of period $ 6,105 $ 4,941 | Activity in the allowance for contract cancellations was as follows (in thousands): Years Ended December 31, 2018 2017 Balance, beginning of period (1) $ 19,795 $ 26,153 Cumulative effect of accounting changes (12,876 ) — Provision for bad debt (1) 7,358 6,244 Charge-offs, net (9,336 ) (12,602 ) Balance, end of period $ 4,941 $ 19,795 (1) Upon adoption of ASC 606, the Partnership reclassified amounts due from customers for unfulfilled performance obligations on cancellable pre-need contracts to deferred revenue, net. As a result, the Partnership also eliminated the allowance for cancellation of these performance obligations. As the Partnership is now presenting the accounts receivable net of cancellable contracts, the allowance for cancellations was removed and the allowance on accounts receivable is represented by the provision for bad debt. |
CEMETERY PROPERTY (Tables)
CEMETERY PROPERTY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Text Block [Abstract] | ||
Schedule of Cemetery Property | Cemetery property consisted of the following at the dates indicated (in thousands): September 30, 2019 December 31, 2018 Cemetery land $ 255,624 $ 255,708 Mausoleum crypts and lawn crypts 72,988 75,133 Cemetery property (1) $ 328,612 $ 330,841 (1) | Cemetery property consisted of the following at the dates indicated (in thousands): December 31, 2018 2017 Cemetery land $ 255,708 $ 256,856 Mausoleum crypts and lawn crypts 75,133 76,548 Cemetery property $ 330,841 $ 333,404 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment consisted of the following at the dates indicated (in thousands): September 30, 2019 December 31, 2018 Buildings and improvements $ 130,181 $ 129,971 Furniture and equipment 59,883 58,706 Funeral home land 14,185 14,185 Property and equipment, gross 204,249 202,862 Less: Accumulated depreciation (95,257 ) (90,146 ) Property and equipment, net of accumulated depreciation $ 108,992 $ 112,716 | Property and equipment consisted of the following at the dates indicated (in thousands): December 31, 2018 2017 Buildings and improvements $ 129,971 $ 125,337 Furniture and equipment 58,706 57,514 Funeral home land 14,185 14,185 Property and equipment, gross 202,862 197,036 Less: Accumulated depreciation (90,146 ) (82,946 ) Property and equipment, net of accumulated depreciation $ 112,716 $ 114,090 |
PERPETUAL CARE TRUSTS (Tables)
PERPETUAL CARE TRUSTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Reconciliation of Trust Activities | A reconciliation of the Partnership’s merchandise trust activities for the nine months ended September 30, 2019 and 2018 is presented below (in thousands): Nine months ended September 30, 2019 2018 Balance—beginning of period $ 488,248 $ 515,456 Contributions 40,440 49,762 Distributions (45,256 ) (53,321 ) Interest and dividends 22,537 20,486 Capital gain distributions 363 405 Realized gains and losses, net 2,063 (258 ) Other than temporary impairment (2,816 ) (11,977 ) Taxes (655 ) (337 ) Fees (3,206 ) (3,049 ) Unrealized change in fair value 17,811 2,860 Balance—end of period $ 519,529 $ 520,027 | |
Cost and Market Value Associated with Assets Held in Trusts | The cost and market value associated with the assets held in the merchandise trusts as of September 30, 2019 and December 31, 2018 were as follows (in thousands): September 30, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 182,560 $ — $ — $ 182,560 Fixed maturities: U.S. governmental securities 2 488 10 (95 ) 403 Corporate debt securities 2 816 13 (116 ) 713 Total fixed maturities 1,304 23 (211 ) 1,116 Mutual funds—debt securities 1 117,566 4,937 (79 ) 122,424 Mutual funds—equity securities 1 47,346 3,035 (1 ) 50,380 Other investment funds ( 1) 130,952 2,410 (2,524 ) 130,838 Equity securities 1 13,293 1,175 (4 ) 14,464 Other invested assets 2 8,403 16 — 8,419 Total investments $ 501,424 $ 11,596 $ (2,819 ) $ 510,201 West Virginia Trust Receivable 9,328 — — 9,328 Total $ 510,752 $ 11,596 $ (2,819 ) $ 519,529 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of one to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of September 30, 2019, there were $63.3 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 16,903 $ — $ — $ 16,903 Fixed maturities: U.S. governmental securities 2 392 — (147 ) 245 Corporate debt securities 2 1,311 29 (328 ) 1,012 Total fixed maturities 1,703 29 (475 ) 1,257 Mutual funds—debt securities 1 187,840 262 (2,645 ) 185,457 Mutual funds—equity securities 1 45,023 110 (18 ) 45,115 Other investment funds ( 1) 210,655 388 (7,784 ) 203,259 Equity securities 1 18,097 1,327 (213 ) 19,211 Other invested assets 2 8,398 2 (17 ) 8,383 Total investments $ 488,619 $ 2,118 $ (11,152 ) $ 479,585 West Virginia Trust Receivable 8,663 — — 8,663 Total $ 497,282 $ 2,118 $ (11,152 ) $ 488,248 | |
Contractual Maturities of Debt Securities Held in Trusts | The contractual maturities of debt securities as of September 30, 2019 and December 31, 2018 were as follows below (in thousands): September 30, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 112 $ 30 $ 246 $ 16 Corporate debt securities 96 598 18 — Total fixed maturities $ 208 $ 628 $ 264 $ 16 December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 137 $ 108 $ — Corporate debt securities 68 873 55 16 Total fixed maturities $ 68 $ 1,010 $ 163 $ 16 | |
Aging of Unrealized Losses on Investments in Fixed Maturities and Equity Securities Held in Trusts | An aging of unrealized losses on the Partnership’s investments in debt and equity securities within the merchandise trusts as of September 30, 2019 and December 31, 2018 is presented below (in thousands): Less than 12 months 12 months or more Total September 30, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ 110 $ — $ 397 $ 95 $ 507 $ 95 Corporate debt securities 75 6 424 110 499 116 Total fixed maturities 185 6 821 205 1,006 211 Mutual funds—debt securities 15,178 79 — — 15,178 79 Mutual funds—equity securities 242 1 — — 242 1 Other investment funds 69,464 2,524 — — 69,464 2,524 Equity securities 5 4 — — 5 4 Other invested assets — — — — — — Total $ 85,074 $ 2,614 $ 821 $ 205 $ 85,895 $ 2,819 Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 243 $ 147 $ 243 $ 147 Corporate debt securities 103 2 549 326 652 328 Total fixed maturities 103 2 792 473 895 475 Mutual funds—debt securities 46,005 2,011 1,195 634 47,200 2,645 Mutual funds—equity securities 131 18 — — 131 18 Other investment funds 169,929 7,784 — — 169,929 7,784 Equity securities — — 597 213 597 213 Other invested assets — 4 790 13 790 17 Total $ 216,168 $ 9,819 $ 3,374 $ 1,333 $ 219,542 $ 11,152 | |
Variable Interest Entity, Primary Beneficiary | Perpetual care trusts | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Reconciliation of Trust Activities | A reconciliation of the Partnership’s perpetual care trust activities for the nine months ended September 30, 2019 and 2018 is presented below (in thousands): Nine months ended September 30, 2019 2018 Balance—beginning of period $ 330,562 $ 339,928 Contributions 5,520 10,795 Distributions (16,709 ) (13,790 ) Interest and dividends 15,621 17,416 Capital gain distributions 1,134 612 Realized gains and losses, net 2,303 353 Other than temporary impairment (1,297 ) (7,449 ) Taxes (634 ) (292 ) Fees (2,388 ) (4,087 ) Unrealized change in fair value 8,916 1,536 Balance—end of period $ 343,028 $ 345,022 | A reconciliation of the Partnership’s perpetual care trust activities for the years ended December 31, 2018 and 2017 is presented below (in thousands): Years Ended December 31, 2018 2017 Balance—beginning of period $ 339,928 $ 333,780 Contributions 13,162 9,505 Distributions (18,390 ) (17,491 ) Interest and dividends 22,198 17,978 Capital gain distributions 808 708 Realized gains and losses, net 473 1,061 Other than temporary impairment (18,038 ) — Taxes (237 ) (252 ) Fees (4,412 ) (2,280 ) Unrealized change in fair value (4,930 ) (3,081 ) Balance—end of period $ 330,562 $ 339,928 |
Cost and Market Value Associated with Assets Held in Trusts | The cost and market value associated with the assets held in the perpetual care trusts as of September 30, 2019 and December 31, 2018 were as follows (in thousands): September 30, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 87,453 $ — $ — $ 87,453 Fixed maturities: U.S. governmental securities 2 1,081 44 (54 ) 1,071 Corporate debt securities 2 2,025 21 (145 ) 1,901 Total fixed maturities 3,106 65 (199 ) 2,972 Mutual funds—debt securities 1 70,425 2,730 (59 ) 73,096 Mutual funds—equity securities 1 16,685 1,528 (18 ) 18,195 Other investment funds ( 1) 143,050 7,143 (5,024 ) 145,169 Equity securities 1 14,968 1,177 (18 ) 16,127 Other invested assets 2 16 — — 16 Total investments $ 335,703 $ 12,643 $ (5,318 ) $ 343,028 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from one to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of September 30, 2019 there were $41.2 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 12,835 $ — $ — $ 12,835 Fixed maturities: U.S. governmental securities 2 960 4 (121 ) 843 Corporate debt securities 2 4,883 161 (321 ) 4,723 Total fixed maturities 5,843 165 (442 ) 5,566 Mutual funds—debt securities 1 108,451 227 (837 ) 107,841 Mutual funds—equity securities 1 19,660 304 (142 ) 19,822 Other investment funds ( 1) 165,284 3,039 (4,607 ) 163,716 Equity securities 1 20,025 826 (145 ) 20,706 Other invested assets 2 56 20 — 76 Total investments $ 332,154 $ 4,581 $ (6,173 ) $ 330,562 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from two to eight years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2018 there were $94.5 million in unfunded investment commitments to the private credit funds, which are callable at any time. | The cost and market value associated with the assets held in the perpetual care trusts as of December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 12,835 $ — $ — $ 12,835 Fixed maturities: U.S. governmental securities 2 960 4 (121 ) 843 Corporate debt securities 2 4,883 161 (321 ) 4,723 Total fixed maturities 5,843 165 (442 ) 5,566 Mutual funds—debt securities 1 108,451 227 (837 ) 107,841 Mutual funds—equity securities 1 19,660 304 (142 ) 19,822 Other investment funds (1) 165,284 3,039 (4,607 ) 163,716 Equity securities 1 20,025 826 (145 ) 20,706 Other invested assets 2 56 20 — 76 Total investments $ 332,154 $ 4,581 $ (6,173 ) $ 330,562 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 30 days, and private credit funds, which have lockup periods ranging from two to eight years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2018 there were $94.5 million in unfunded commitments to the private credit funds, which are callable at any time. December 31, 2017 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 9,456 $ — $ — $ 9,456 Fixed maturities: U.S. governmental securities 2 506 4 (46 ) 464 Corporate debt securities 2 5,365 148 (191 ) 5,322 Total fixed maturities 5,871 152 (237 ) 5,786 Mutual funds—debt securities 1 141,511 1,974 (712 ) 142,773 Mutual funds—equity securities 1 32,707 1,757 (1,771 ) 32,693 Other investment funds (1) 124,722 2,630 (533 ) 126,819 Equity securities 1 22,076 1,648 (1,570 ) 22,154 Other invested assets 2 247 — — 247 Total investments $ 336,590 $ 8,161 $ (4,823 ) $ 339,928 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have a redemption period ranging from 1 to 90 days, and private credit funds, which have lockup periods ranging from four to ten years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2017 there were $92.2 million in unfunded commitments to the private credit funds, which are callable at any time. |
Contractual Maturities of Debt Securities Held in Trusts | The contractual maturities of debt securities as of September 30, 2019 and December 31, 2018, were as follows below (in thousands): September 30, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 60 $ 70 $ 821 $ 119 Corporate debt securities 203 1,536 163 — Total fixed maturities $ 263 $ 1,606 $ 984 $ 119 December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 416 $ 395 $ 32 Corporate debt securities 705 3,702 265 51 Total fixed maturities $ 705 $ 4,118 $ 660 $ 83 | The contractual maturities of debt securities as of December 31, 2018 and 2017, were as follows below (in thousands): December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 416 $ 395 $ 32 Corporate debt securities 705 3,702 265 51 Total fixed maturities $ 705 $ 4,118 $ 660 $ 83 December 31, 2017 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 263 $ 163 $ 38 Corporate debt securities 708 4,280 338 97 Total fixed maturities $ 708 $ 4,543 $ 501 $ 135 |
Aging of Unrealized Losses on Investments in Fixed Maturities and Equity Securities Held in Trusts | An aging of unrealized losses on the Partnership’s investments in debt and equity securities within the perpetual care trusts as of September 30, 2019 and December 31, 2018 is presented below (in thousands): Less than 12 months 12 months or more Total September 30, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 1,021 $ 54 $ 1,021 $ 54 Corporate debt securities 76 45 1,889 100 1,965 145 Total fixed maturities 76 45 2,910 154 2,986 199 Mutual funds—debt securities 11,348 59 3 — 11,351 59 Mutual funds—equity securities 505 18 — — 505 18 Other investment funds 67,147 5,024 — — 67,147 5,024 Equity securities 176 18 — — 176 18 Total $ 79,252 $ 5,164 $ 2,913 $ 154 $ 82,165 $ 5,318 Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 790 $ 121 $ 790 $ 121 Corporate debt securities 405 15 2,902 306 3,307 321 Total fixed maturities 405 15 3,692 427 4,097 442 Mutual funds—debt securities 21,867 591 2,814 246 24,681 837 Mutual funds—equity securities 1,382 141 — 1 1,382 142 Other investment funds 101,536 4,607 — — 101,536 4,607 Equity securities 241 16 583 129 824 145 Total $ 125,431 $ 5,370 $ 7,089 $ 803 $ 132,520 $ 6,173 | An aging of unrealized losses on the Partnership’s investments in debt and equity securities within the perpetual care trusts as of December 31, 2018 and 2017 is presented below (in thousands): Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 790 $ 121 $ 790 $ 121 Corporate debt securities 405 15 2,902 306 3,307 321 Total fixed maturities 405 15 3,692 427 4,097 442 Mutual funds—debt securities 21,867 591 2,814 246 24,681 837 Mutual funds—equity securities 1,382 141 — 1 1,382 142 Other investment funds 101,536 4,607 — — 101,536 4,607 Equity securities 241 16 583 129 824 145 Total $ 125,431 $ 5,370 $ 7,089 $ 803 $ 132,520 $ 6,173 Less than 12 months 12 months or more Total December 31, 2017 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 399 $ 46 $ 399 $ 46 Corporate debt securities 994 20 2,271 171 3,265 191 Total fixed maturities 994 20 2,670 217 3,664 237 Mutual funds—debt securities 37,090 289 12,793 423 49,883 712 Mutual funds—equity securities 16,668 1,754 36 17 16,704 1,771 Other investment funds 42,606 533 — — 42,606 533 Equity securities 9,516 1,510 112 60 9,628 1,570 Total $ 106,874 $ 4,106 $ 15,611 $ 717 $ 122,485 $ 4,823 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Outstanding Debt | Total debt consisted of the following at the dates indicated (in thousands): September 30, 2019 December 31, 2018 9.875%/11.500% Senior Secured PIK Toggle Notes, due June 2024 376,166 $ — 7.875% Senior Notes, due June 2021 — 173,613 Credit facility — 155,739 Notes payable—acquisition debt — 92 Insurance and vehicle financing 790 1,294 Less deferred financing costs, net of accumulated amortization (14,280 ) (9,692 ) Total debt 362,676 321,046 Less current maturities (503 ) (798 ) Total long-term debt $ 362,173 $ 320,248 | Total debt consisted of the following at the dates indicated (in thousands): December 31, 2018 2017 Credit facility $ 155,739 $ 153,423 7.875% Senior Notes, due June 2021 173,613 173,098 Notes payable—acquisition debt 92 304 Notes payable—acquisition non-competes - 378 Insurance and vehicle financing 1,294 1,280 Less deferred financing costs, net of accumulated amortization (9,692 ) (9,788 ) Total debt 321,046 318,695 Less current maturities (798 ) (1,002 ) Total long-term debt $ 320,248 $ 317,693 |
Schedule of Consolidated Interest Coverage Ratio | The Indenture includes financial covenants pursuant to which the Issuers will not permit: • the Operating Cash Flow Amount for the six months ending December 31, 2019 to be less than $20.0 million; • the ratio of the sum of the Operating Cash Flow Amount plus Cash Interest Expense to Cash Interest Expense, or the Consolidated Interest Coverage Ratio, for the nine months ended March 31, 2020 and the twelve months ending as of each date from June 30, 2020 onwards, as set forth below, to be less than: March 31, 2020 0.40x June 30, 2020 0.75x September 30, 2020 1.00x December 31, 2020 1.15x March 31, 2021 1.25x June 30, 2021 1.30x September 30, 2021 1.35x December 31, 2021 1.45x March 31, 2022 and each quarter end thereafter 1.50x | |
Redemption Price Expressed as Percentage of Principal Amount | The Partnership may redeem the Senior Notes at any time, in whole or in part, at the redemption prices (expressed as percentages of the principal amount) set forth below, together with accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period beginning June 1 of the years indicated: Year Percentage 2018 101.969 % 2019 and thereafter 100.000 % |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Operating Leases Future Payments | In connection with the Partnership’s 2014 lease and management agreements with the Archdiocese of Philadelphia, it has committed to pay aggregate fixed rent of $36.0 million in the following amounts: Lease Years 1-5 (May 28, 2014-May 31, 2019) None Lease Years 6-20 (June 1, 2019-May 31, 2034) $1,000,000 per Lease Year Lease Years 21-25 (June 1, 2034-May 31, 2039) $1,200,000 per Lease Year Lease Years 26-35 (June 1, 2039-May 31, 2049) $1,500,000 per Lease Year Lease Years 36-60 (June 1, 2049-May 31, 2074) None | The aggregate amount of remaining future minimum lease payments as of December 31, 2018 is as follows (in thousands): Operating Capital 2019 $ 4,349 $ 1,499 2020 2,765 1,196 2021 2,130 949 2022 1,539 558 2023 1,184 89 Thereafter 5,737 — Total $ 17,704 $ 4,291 Less: Interest on capital leases (875 ) Total principal payable on capital leases $ 3,416 In connection with the Partnership’s 2014 lease and management agreements with the Archdiocese of Philadelphia, it has committed to pay aggregate fixed rent of $36.0 million in the following amounts: Lease Years 1-5 (May 28, 2014-May 31, 2019) None Lease Years 6-20 (June 1, 2019-May 31, 2034) $1,000,000 per Lease Year Lease Years 21-25 (June 1, 2034-May 31, 2039) $1,200,000 per Lease Year Lease Years 26-35 (June 1, 2039-May 31, 2049) $1,500,000 per Lease Year Lease Years 36-60 (June 1, 2049-May 31, 2074) None |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Components of Leases | The Partnership has the following balances recorded on its unaudited condensed consolidated balance sheet related to leases: September 30, 2019 Operating $ 11,321 Finance 6,211 Total ROU assets ( 1) $ 17,532 Liabilities: Current Operating $ 2,080 Finance 1,236 Long-term Operating 12,246 Finance 4,656 Total lease liabilities ( 2) $ 20,218 (1) (2) The Partnership’s current lease liabilities and long-term are presented within Accounts payable and accrued liabilities and Other long-term liabilities, respectively in its unaudited condensed consolidated balance sheet. |
Components of Lease Expense | The components of lease expense were as follows: Nine months ended September 30, 2019 Lease cost Classification Operating lease costs General and administrative expense $ 2,687 Finance lease costs Amortization of leased assets Depreciation and Amortization 899 Interest on lease liabilities Interest expense 370 Variable lease costs General and administrative expense — Short-term lease costs General and administrative expense — Net Lease costs $ 3,956 (1) The Partnership does not have any short-term leases with lease terms greater than one month. |
Schedule of Minimum Lease Commitments Remaining Under the Partnerships Operating Lease and Capital Lease, per ASC 840 | Minimum lease commitments remaining under the Partnership’s operating leases and capital leases, per ASC 840, Leases, Year ending December 31, Operating Capital 2019 $ 4,349 $ 1,499 2020 2,765 1,196 2021 2,130 949 2022 1,539 558 2023 1,184 89 Thereafter 5,737 — Total $ 17,704 $ 4,291 Less: Interest (875 ) Present value of lease liabilities $ 3,416 |
ASC 842 | |
Schedule of Maturities the Partnership's of Lease liabilities, per ASC 842 | Maturities of the Partnership’s lease labilities as of September 30, 2019, per ASC 842, Leases, Year ending December 31, Operating Finance 2019 $ 867 $ 484 2020 3,320 1,761 2021 2,830 1,922 2022 2,532 1,978 2023 2,279 763 Thereafter 8,495 43 Total $ 20,323 $ 6,951 Less: Interest 5,997 1,059 Present value of lease liabilities $ 14,326 $ 5,892 |
SUPPLEMENTAL CONDENSED CONSOL_2
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Condensed Consolidating Balance Sheets | 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 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 | 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 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 Statement of Cash Flows | 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 | 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 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Segment Information | The following tables present financial information with respect to the Partnership’s segments (in thousands). Corporate costs represent those not directly associated with an operating segment, such as corporate overhead, interest expense and income taxes. Corporate assets primarily consist of cash and cash equivalents and restricted cash . Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 STATEMENT OF OPERATIONS DATA: Cemetery Operations: Revenues $ 60,750 $ 61,405 $ 184,288 $ 191,328 Operating costs and expenses (54,681 ) (57,440 ) (166,777 ) (176,925 ) Depreciation and amortization (1,853 ) (1,858 ) (5,735 ) (6,043 ) Segment operating profit $ 4,216 $ 2,107 $ 11,776 $ 8,360 Funeral Home Operations: Revenues 12,401 11,780 38,827 41,373 Operating costs and expenses (10,669 ) (10,148 ) (32,636 ) (33,835 ) Depreciation and amortization (602 ) (652 ) (1,788 ) (2,066 ) Segment operating profit $ 1,130 $ 980 $ 4,403 $ 5,472 Reconciliation of segment operating profit to net loss: Cemetery Operations 4,216 2,107 11,776 8,360 Funeral Home Operations 1,130 980 4,403 5,472 Total segment profit 5,346 3,087 16,179 13,832 Corporate overhead (11,595 ) (12,876 ) (38,145 ) (39,868 ) Corporate depreciation and amortization (192 ) (227 ) (597 ) (744 ) Other gains (losses), net (129 ) 702 (3,558 ) (4,503 ) Loss on debt extinguishment — — (8,478 ) — Loss on impairment of goodwill (24,862 ) — (24,862 ) Interest expense (12,765 ) (7,638 ) (35,282 ) (22,858 ) Income tax benefit (expense) 1,545 (273 ) (4,841 ) 1,976 Net loss $ (42,652 ) $ (17,225 ) $ (99,584 ) $ (52,165 ) CASH FLOW DATA: Capital expenditures: Cemetery Operations $ 411 $ 2,105 $ 4,222 $ 9,378 Funeral Home Operations 465 246 1,447 465 Corporate 29 187 74 321 Total capital expenditures $ 905 $ 2,538 $ 5,743 $ 10,164 September 30, 2019 December 31, 2018 BALANCE SHEET DATA: Assets: Cemetery Operations $ 1,507,873 $ 1,508,667 Funeral Home Operations 146,708 136,064 Corporate 75,942 24,370 Total assets $ 1,730,523 $ 1,669,101 Goodwill: Cemetery Operations $ — $ 24,862 | Operating segment data for the periods indicated was as follows (in thousands): Years Ended December 31, 2018 2017 STATEMENT OF OPERATIONS DATA: Cemetery Operations: Revenues $ 261,935 $ 276,696 Operating costs and expenses (238,974 ) (233,950 ) Depreciation and amortization $ (8,037 ) (8,909 ) Segment income $ 14,924 $ 33,837 Funeral Home Operations: Revenues $ 54,191 $ 61,531 Operating costs and expenses (44,525 ) (49,803 ) Depreciation and amortization (2,744 ) (3,080 ) Segment income $ 6,922 $ 8,648 Reconciliation of segment income to net loss: Cemetery Operations $ 14,924 $ 33,837 Funeral Home Operations 6,922 8,648 Total segment income 21,846 42,485 Corporate overhead (53,281 ) (51,964 ) Corporate depreciation and amortization (955 ) (1,194 ) Loss on goodwill impairment — (45,574 ) Other losses, net (11,504 ) (1,187 ) Interest expense (30,602 ) (27,345 ) Income tax benefit (expense) 1,797 9,621 Net loss $ (72,699 ) $ (75,158 ) CASH FLOW DATA: Capital expenditures: Cemetery Operations $ 9,025 $ 10,048 Funeral Home Operations 2,839 426 Corporate 308 315 Total capital expenditures $ 12,172 $ 10,789 December 31, 2018 2017 BALANCE SHEET DATA: Assets: Cemetery Operations $ 1,508,667 $ 1,594,091 Funeral Home Operations 136,064 152,934 Corporate 24,370 9,057 Total assets $ 1,669,101 $ 1,756,082 Goodwill: Cemetery Operations $ 24,862 $ 24,862 Funeral Home Operations — — Total goodwill $ 24,862 $ 24,862 |
SUPPLEMENTAL CONSOLIDATED CAS_2
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Supplemental Cash Flow Elements [Abstract] | ||
Schedule of Cash Flow, Supplemental Disclosures | The tables presented below provide supplemental information to the unaudited condensed consolidated statements of cash flows regarding contract origination and maturity activity included in the pertinent captions on the Partnership’s unaudited condensed consolidated statements of cash flows (in thousands): Nine months ended September 30, 2019 2018 Accounts Receivable Pre-need/at-need contract originations (sales on credit) (88,296 ) $ (95,267 ) Cash receipts from sales on credit (post-origination) 73,991 100,841 Changes in accounts receivable, net of allowance $ (14,305 ) $ 5,574 Customer Contract Liabilities Deferrals: Cash receipts from customer deposits at origination, net of refunds $ 107,847 $ 114,132 Withdrawals of realized income from merchandise trusts during the period 6,699 13,815 Pre-need/at-need contract originations (sales on credit) 88,296 95,267 Undistributed merchandise trust investment earnings, net 8,367 357 Recognition: Merchandise trust investment income, net withdrawn as of end of period (6,985 ) (7,211 ) Recognized maturities of customer contracts collected as of end of period (155,915 ) (137,265 ) Recognized maturities of customer contracts uncollected as of end of period (24,449 ) (38,734 ) Changes in customer contract liabilities $ 23,860 $ 40,361 | The tables presented below provide supplemental information to the consolidated statements of cash flows regarding contract origination and maturity activity included in the pertinent captions on the Partnership’s consolidated statements of cash flows (in thousands): Years Ended December 31, 2018 2017 Pre-need/at-need contract originations (sales on credit) $ (126,199 ) $ (104,896 ) Cash receipts from sales on credit (post-origination) 130,697 87,822 Changes in Accounts receivable, net of allowance $ 4,498 $ (17,074 ) Deferrals: Cash receipts from customer deposits at origination, net of refunds $ 146,279 $ 146,624 Withdrawals of realized income from merchandise trusts during the period 15,582 12,551 Pre-need/at-need contract originations (sales on credit) 126,199 104,896 Undistributed merchandise trust investment earnings, net (2,725 ) (36,461 ) Recognition: Merchandise trust investment income, net withdrawn as of end of period (9,618 ) (11,738 ) Recognized maturities of customer contracts collected as of end of period (188,897 ) (199,074 ) Recognized maturities of customer contracts uncollected as of end of period (49,415 ) (25,847 ) Changes in Deferred revenues $ 37,405 $ (9,049 ) |
GENERAL (Tables)
GENERAL (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Reclassification and Adjustment of Revenues for Cemetery Operations to Corresponding Presentation in Consolidated Statement of Operations | The following reclassifications outlined in the table below were made to the consolidated statement of operations for the year ended December 31, 2017 to conform the presentation of revenues for Cemetery Operations to the corresponding presentation in the consolidated statement of operations for the year ended December 31, 2018. Financial Statement Line Item 2017 As Previously Reported Reclassifications 2017 As Adjusted Revenues: Cemetery: Interments $ — $ 75,077 $ 75,077 Merchandise 159,546 (83,944 ) 75,602 Services 62,435 8,269 70,704 Investment and other 54,715 598 55,313 Total Cemetery Revenues $ 276,696 $ — $ 276,696 | |
Schedule of Assets Held for Sale | Assets held for sale consisted of the following at the date indicated (in thousands): | |
Estimated Useful Lives | Maintenance and repairs are charged to expense as incurred, whereas additions and major replacements are capitalized and depreciation is recorded over their estimated useful lives as follows: Buildings and improvements 10 to 40 years Furniture and equipment 3 to 10 years Leasehold improvements over the shorter of the term of the lease or the life of the asset | |
Reconciliation of Net Income (Loss) Allocated to Common Limited Partners | The following is a reconciliation of net loss allocated to the common limited partners for purposes of calculating net loss attributable to common limited partners per unit (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Net loss $ (42,652 ) $ (17,225 ) $ (99,584 ) $ (52,165 ) Less: Incentive distribution right (“IDR”) payments to general partner — — — — Net loss to allocate to general and limited partners (42,652 ) (17,225 ) (99,584 ) (52,165 ) General partner’s interest excluding IDRs (426 ) (179 ) (1,018 ) (543 ) Net loss attributable to common limited partners $ (42,226 ) $ (17,046 ) $ (98,566 ) $ (51,622 ) | The following is a reconciliation of net income (loss) allocated to the common limited partners for purposes of calculating net income (loss) attributable to common limited partners per unit (in thousands): Years Ended December 31, 2018 2017 Net loss $ (72,699 ) $ (75,158 ) Less: Incentive distribution right (“IDR”) payments to general partner — — Net loss to allocate to general and limited partners (72,699 ) (75,158 ) General partner’s interest excluding IDRs (757 ) (782 ) Net loss attributable to common limited partners $ (71,942 ) $ (74,376 ) |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The cumulative effect of adopting the new revenue standard impacted the Partnership’s consolidated January 1, 2018 balance sheet as follows (in thousands): Balance Sheet Balance as of December 31, 2017 Impact of Adoption of FASB ASC 606 Balance as of January 1, 2018 Assets Current Assets: Cash and cash equivalents $ 6,821 $ - $ 6,821 Accounts receivable, net of allowance 79,116 (6,122 ) 72,994 Prepaid expenses 4,580 - 4,580 Assets held for sale 1,016 - 1,016 Other current assets 21,453 - 21,453 Total current assets 112,986 (6,122 ) 106,864 Long-term accounts receivable - net of allowance 105,935 (6,527 ) 99,408 Cemetery property 333,404 (2,020 ) 331,384 Property and equipment, net of accumulated depreciation 114,090 - 114,090 Merchandise trusts, restricted, at fair value 515,456 - 515,456 Perpetual care trusts, restricted, at fair value 339,928 - 339,928 Deferred selling and obtaining costs 126,398 (18,557 ) 107,841 Deferred tax assets 84 7 91 Goodwill 24,862 - 24,862 Intangible assets 63,244 - 63,244 Other assets 19,695 - 19,695 Total assets $ 1,756,082 $ (33,219 ) $ 1,722,863 Liabilities and partners' capital Current liabilities Accounts payable and accrued liabilities $ 43,023 $ 1,329 $ 44,352 Accrued interest 1,781 - 1,781 Current portion, long-term debt 1,002 - 1,002 Total current liabilities 45,806 1,329 47,135 Long-term debt, net of deferred financing costs 317,693 - 317,693 Deferred revenues, net 912,626 (9,558 ) 903,068 Deferred tax liabilities 9,638 (367 ) 9,271 Perpetual care trust corpus 339,928 - 339,928 Other long term liabilities 38,695 3,474 42,169 Total liabilities 1,664,386 (5,122 ) 1,659,264 Partners' capital General partner (2,959 ) (292 ) (3,251 ) Common partner 94,655 (27,805 ) 66,850 Total partners' equity 91,696 (28,097 ) 63,599 Total liabilities and partners' equity $ 1,756,082 $ (33,219 ) $ 1,722,863 In accordance with FASB ASC 606 under the modified retrospective approach, the Partnership is required to disclose the impact of the new revenue standard by comparing the results of the current reporting period under FASB ASC 605. The impact of adopting ASC 606 on the Partnership’s condensed consolidated statement of operations for the year ended is as follows: Year Ended December 31, 2018 Statement of Operations As Reported Under FASB ASC 606 Balances if Reported Under FASB ASC 605 Impact of Adoption Revenues: Cemetery: Interments $ 76,902 $ 69,111 $ 7,791 Merchandise 75,412 69,578 5,834 Services 67,278 68,642 (1,364 ) Investment and other 42,343 53,787 (11,444 ) Funeral home: - Merchandise 25,652 25,540 112 Services 28,539 28,998 (459 ) Total revenues $ 316,126 $ 315,656 $ 470 Costs and Expenses: Cost of goods sold $ 54,647 $ 55,934 $ (1,287 ) Cemetery expenses 78,708 78,708 - Selling expense 62,538 60,763 1,775 General and administrative expense 43,081 42,720 361 Corporate overhead 53,281 53,281 - Depreciation and amortization 11,736 11,736 - Funeral home expenses: - Merchandise 6,579 6,579 - Services 22,159 22,201 (42 ) Other 15,787 15,755 32 Total costs and expenses $ 348,516 $ 347,677 $ 839 Gain on acquisitions and divestitures $ 691 $ 691 Other losses, net (12,195 ) (12,195 ) - Interest expense (30,602 ) (30,602 ) - Loss before income taxes (74,496 ) (74,127 ) (369 ) Income tax benefit (expense) 1,797 1,314 483 Net loss $ (72,699 ) $ (72,813 ) $ 114 | |
Reconciliation of Partnership's Weighted Average Number of Common Limited Partner Units | The following table sets forth the reconciliation of the Partnership’s weighted average number of common limited partner units used to compute basic net loss attributable to common limited partners per unit with those used to compute diluted net loss attributable to common limited partners per unit (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Weighted average number of common limited partner units—basic 38,916 37,959 38,438 37,959 Effect of dilutive incentive awards ( 1) — — — — Weighted average number of common limited partner units—diluted 38,916 37,959 38,438 37,959 (1) For the three and nine months ended September 30, 2019, the diluted weighted average number of limited partner units outstanding presented on the unaudited condensed consolidated statement of operations does not include 563,183 units as their effects would be anti-dilutive. In addition, all outstanding Preferred Units are exempt for purposes of calculating the diluted weighted average number of common limited partner units, as their conversion is not based on meeting a contingency derived from the Partnership’s unit price. The Preferred Units are convertible upon the completion of the Rights Offering (defined herein), which occurred early in the fourth quarter of 2019. For further detail on the Rights Offering, see Note 17 Subsequent Events. For the three and nine months ended September 30, 2018, the diluted weighted average number of limited partner units outstanding presented on the unaudited condensed consolidated statement of operations does not include 560,839 units, as their effects would be anti-dilutive. | The following table sets forth the reconciliation of the Partnership’s weighted average number of common limited partner units used to compute basic net income (loss) attributable to common limited partners per unit with those used to compute diluted net income (loss) attributable to common limited partners per unit (in thousands): Years Ended December 31, 2018 2017 Weighted average number of common limited partner units—basic 37,959 37,948 Add effect of dilutive incentive awards (1) — — Weighted average number of common limited partner units—diluted 37,959 37,948 (1) The diluted weighted average number of limited partners’ units outstanding presented on the consolidated statement of operations does not include 1,333,572 units and 289,937 units for the years ended December 31, 2018 and 2017, respectively, as their effects would be anti-dilutive. |
MERCHANDISE TRUSTS (Tables)
MERCHANDISE TRUSTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Reconciliation of Trust Activities | A reconciliation of the Partnership’s merchandise trust activities for the nine months ended September 30, 2019 and 2018 is presented below (in thousands): Nine months ended September 30, 2019 2018 Balance—beginning of period $ 488,248 $ 515,456 Contributions 40,440 49,762 Distributions (45,256 ) (53,321 ) Interest and dividends 22,537 20,486 Capital gain distributions 363 405 Realized gains and losses, net 2,063 (258 ) Other than temporary impairment (2,816 ) (11,977 ) Taxes (655 ) (337 ) Fees (3,206 ) (3,049 ) Unrealized change in fair value 17,811 2,860 Balance—end of period $ 519,529 $ 520,027 | |
Cost and Market Value Associated with Assets Held in Trusts | The cost and market value associated with the assets held in the merchandise trusts as of September 30, 2019 and December 31, 2018 were as follows (in thousands): September 30, 2019 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 182,560 $ — $ — $ 182,560 Fixed maturities: U.S. governmental securities 2 488 10 (95 ) 403 Corporate debt securities 2 816 13 (116 ) 713 Total fixed maturities 1,304 23 (211 ) 1,116 Mutual funds—debt securities 1 117,566 4,937 (79 ) 122,424 Mutual funds—equity securities 1 47,346 3,035 (1 ) 50,380 Other investment funds ( 1) 130,952 2,410 (2,524 ) 130,838 Equity securities 1 13,293 1,175 (4 ) 14,464 Other invested assets 2 8,403 16 — 8,419 Total investments $ 501,424 $ 11,596 $ (2,819 ) $ 510,201 West Virginia Trust Receivable 9,328 — — 9,328 Total $ 510,752 $ 11,596 $ (2,819 ) $ 519,529 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of one to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of September 30, 2019, there were $63.3 million in unfunded investment commitments to the private credit funds, which are callable at any time. December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 16,903 $ — $ — $ 16,903 Fixed maturities: U.S. governmental securities 2 392 — (147 ) 245 Corporate debt securities 2 1,311 29 (328 ) 1,012 Total fixed maturities 1,703 29 (475 ) 1,257 Mutual funds—debt securities 1 187,840 262 (2,645 ) 185,457 Mutual funds—equity securities 1 45,023 110 (18 ) 45,115 Other investment funds ( 1) 210,655 388 (7,784 ) 203,259 Equity securities 1 18,097 1,327 (213 ) 19,211 Other invested assets 2 8,398 2 (17 ) 8,383 Total investments $ 488,619 $ 2,118 $ (11,152 ) $ 479,585 West Virginia Trust Receivable 8,663 — — 8,663 Total $ 497,282 $ 2,118 $ (11,152 ) $ 488,248 | |
Contractual Maturities of Debt Securities Held in Trusts | The contractual maturities of debt securities as of September 30, 2019 and December 31, 2018 were as follows below (in thousands): September 30, 2019 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ 112 $ 30 $ 246 $ 16 Corporate debt securities 96 598 18 — Total fixed maturities $ 208 $ 628 $ 264 $ 16 December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 137 $ 108 $ — Corporate debt securities 68 873 55 16 Total fixed maturities $ 68 $ 1,010 $ 163 $ 16 | |
Aging of Unrealized Losses on Investments in Fixed Maturities and Equity Securities Held in Trusts | An aging of unrealized losses on the Partnership’s investments in debt and equity securities within the merchandise trusts as of September 30, 2019 and December 31, 2018 is presented below (in thousands): Less than 12 months 12 months or more Total September 30, 2019 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ 110 $ — $ 397 $ 95 $ 507 $ 95 Corporate debt securities 75 6 424 110 499 116 Total fixed maturities 185 6 821 205 1,006 211 Mutual funds—debt securities 15,178 79 — — 15,178 79 Mutual funds—equity securities 242 1 — — 242 1 Other investment funds 69,464 2,524 — — 69,464 2,524 Equity securities 5 4 — — 5 4 Other invested assets — — — — — — Total $ 85,074 $ 2,614 $ 821 $ 205 $ 85,895 $ 2,819 Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 243 $ 147 $ 243 $ 147 Corporate debt securities 103 2 549 326 652 328 Total fixed maturities 103 2 792 473 895 475 Mutual funds—debt securities 46,005 2,011 1,195 634 47,200 2,645 Mutual funds—equity securities 131 18 — — 131 18 Other investment funds 169,929 7,784 — — 169,929 7,784 Equity securities — — 597 213 597 213 Other invested assets — 4 790 13 790 17 Total $ 216,168 $ 9,819 $ 3,374 $ 1,333 $ 219,542 $ 11,152 | |
Merchandise Trusts | ||
Reconciliation of Trust Activities | A reconciliation of the Partnership’s merchandise trust activities for the years ended December 31, 2018 and 2017 is presented below (in thousands): Years Ended December 31, 2018 2017 Balance—beginning of period $ 515,456 $ 507,079 Contributions 66,408 59,983 Distributions (79,862 ) (81,634 ) Interest and dividends 27,228 24,762 Capital gain distributions 543 1,149 Realized gains and losses, net (1,012 ) 17,762 Other than temporary impairment (28,555 ) — Taxes (347 ) (1,272 ) Fees (3,855 ) (3,095 ) Unrealized change in fair value (7,756 ) (9,278 ) Balance—end of period $ 488,248 $ 515,456 | |
Cost and Market Value Associated with Assets Held in Trusts | The cost and market value associated with the assets held in the merchandise trusts as of December 31, 2018 and 2017 were as follows (in thousands): December 31, 2018 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 16,903 $ — $ — $ 16,903 Fixed maturities: U.S. governmental securities 2 392 - (147 ) 245 Corporate debt securities 2 1,311 29 (328 ) 1,012 Total fixed maturities 1,703 29 (475 ) 1,257 Mutual funds—debt securities 1 187,840 262 (2,645 ) 185,457 Mutual funds—equity securities 1 45,023 110 (18 ) 45,115 Other investment funds (1) 210,655 388 (7,784 ) 203,259 Equity securities 1 18,097 1,327 (213 ) 19,211 Other invested assets 2 8,398 2 (17 ) 8,383 Total investments $ 488,619 $ 2,118 $ (11,152 ) $ 479,585 West Virginia Trust Receivable 8,663 — — 8,663 Total $ 497,282 $ 2,118 $ (11,152 ) $ 488,248 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds, which have redemption periods ranging from 1 to 30 days, and private credit funds, which have lockup periods of two to seven years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2018, there were $71.0 million in unfunded commitments to the private credit funds, which are callable at any time. December 31, 2017 Fair Value Hierarchy Level Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term investments 1 $ 10,421 $ — $ — $ 10,421 Fixed maturities: U.S. governmental securities 2 196 1 (65 ) 132 Corporate debt securities 2 1,204 52 (242 ) 1,014 Total fixed maturities 1,400 53 (307 ) 1,146 Mutual funds—debt securities 1 222,450 1,522 (1,211 ) 222,761 Mutual funds—equity securities 1 71,500 2,399 (6,292 ) 67,607 Other investment funds (1) 171,044 522 (401 ) 171,165 Equity securities 1 21,808 2,715 (277 ) 24,246 Other invested assets 2 9,013 — — 9,013 Total investments $ 507,636 $ 7,211 $ (8,488 ) $ 506,359 West Virginia Trust Receivable 9,097 — — 9,097 Total $ 516,733 $ 7,211 $ (8,488 ) $ 515,456 (1) Other investment funds are measured at fair value using the net asset value per share practical expedient and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the balance sheet. This asset class is composed of fixed income funds and equity funds which have redemption periods ranging from 1 to 90 days, and private credit funds, which have lockup periods of four to eight years with two potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2017, there were $52.1 million in unfunded commitments to the private credit funds, which are callable at any time. | |
Contractual Maturities of Debt Securities Held in Trusts | The contractual maturities of debt securities as of December 31, 2018 and 2017 were as follows below (in thousands): December 31, 2018 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 137 $ 108 $ — Corporate debt securities 68 873 55 16 Total fixed maturities $ 68 $ 1,010 $ 163 $ 16 December 31, 2017 Less than 1 year 1 year through 5 years 6 years through 10 years More than 10 years U.S. governmental securities $ — $ 78 $ 54 $ — Corporate debt securities 76 801 125 11 Total fixed maturities $ 76 $ 879 $ 179 $ 11 | |
Aging of Unrealized Losses on Investments in Fixed Maturities and Equity Securities Held in Trusts | An aging of unrealized losses on the Partnership’s investments in debt and equity securities within the merchandise trusts as of December 31, 2018 and 2017 is presented below (in thousands): Less than 12 months 12 months or more Total December 31, 2018 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 243 $ 147 $ 243 $ 147 Corporate debt securities 103 2 549 326 652 328 Total fixed maturities 103 2 792 473 895 475 Mutual funds—debt securities 46,005 2,011 1,195 634 47,200 2,645 Mutual funds—equity securities 131 18 — — 131 18 Other investment funds 169,929 7,784 — — 169,929 7,784 Equity securities - - 597 213 597 213 Other invested assets - 4 790 13 790 17 Total $ 216,168 $ 9,819 $ 3,374 $ 1,333 $ 219,542 $ 11,152 Less than 12 months 12 months or more Total December 31, 2017 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Fixed maturities: U.S. governmental securities $ — $ — $ 112 $ 65 $ 112 $ 65 Corporate debt securities 150 50 361 192 511 242 Total fixed maturities 150 50 473 257 623 307 Mutual funds—debt securities 102,526 912 1,462 299 103,988 1,211 Mutual funds—equity securities 51,196 6,292 — — 51,196 6,292 Other investment funds 48,140 401 — — 48,140 401 Equity securities 2,906 255 390 22 3,296 277 Total $ 204,918 $ 7,910 $ 2,325 $ 578 $ 207,243 $ 8,488 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amounts of Goodwill by Reportable Segment | The changes in the carrying amounts of goodwill by reportable segment were as follows (in thousands): Cemetery Operations Funeral Home Operations Total December 31, 2016 24,862 45,574 70,436 Impairment of goodwill — (45,574 ) (45,574 ) December 31, 2017 $ 24,862 $ — $ 24,862 Activity — — — December 31, 2018 $ 24,862 $ — $ 24,862 |
Components of Intangible Assets | The following table reflects the components of intangible assets at December 31, 2018 and 2017 (in thousands): December 31, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Intangible Assets Gross Carrying Amount Accumulated Amortization Net Intangible Assets Lease and management agreements $ 59,758 $ (4,565 ) $ 55,193 $ 59,758 $ (3,569 ) $ 56,189 Underlying contract value 6,239 (1,482 ) $ 4,757 6,239 (1,326 ) 4,913 Non-compete agreements 2,853 (2,603 ) $ 250 5,016 (4,156 ) 860 Other intangible assets 1,577 (356 ) $ 1,221 1,777 (495 ) 1,282 Total intangible assets $ 70,427 $ (9,006 ) $ 61,421 $ 72,790 $ (9,546 ) $ 63,244 |
Estimated Amortization Expense Related to Intangible Assets with Finite Lives | The following is estimated amortization expense related to intangible assets with finite lives for the periods noted below (in thousands): 2019 $ 1,398 2020 $ 1,278 2021 $ 1,213 2022 $ 1,210 2023 $ 1,206 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Benefit | Income tax benefit for the years ended December 31, 2018 and 2017 consisted of the following (in thousands): Years Ended December 31, 2018 2017 Current provision: State $ (693 ) $ (681 ) Federal — — Foreign (101 ) (137 ) Total (794 ) (818 ) Deferred provision: State (23 ) (373 ) Federal 2,725 10,898 Foreign (111 ) (86 ) Total 2,591 10,439 Total income tax benefit $ 1,797 $ 9,621 |
Reconciliation of Federal Statutory Tax Rate to Partnership's Effective Tax Rate | A reconciliation of the federal statutory tax rate to the Partnership’s effective tax rate is as follows: Years Ended December 31, 2018 2017 Computed tax provision (benefit) at the applicable statutory tax rate 21.0 % 35.0 % State and local taxes net of federal income tax benefit (1.1 )% (1.1 )% Tax exempt (income) loss (1.5 )% (1.2 )% Change in current year valuation allowance (18.3 )% (24.1 )% Partnership earnings not subject to tax 2.0 % 6.3 % Changes in tax due to Tax Act and ASC 606 retroactive impact 0.5 % (7.7 )% Changes in valuation allowance due to Tax Act — % 15.1 % Permanent differences (0.1 )% (10.9 )% Other — % — % Effective tax rate 2.5 % 11.4 % |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of the deferred tax assets and liabilities were as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Prepaid expenses $ 5,102 $ 5,538 State net operating loss 24,162 19,305 Federal net operating loss 84,017 74,109 Foreign net operating loss 2,106 2,306 Other 55 55 Valuation allowance (89,066 ) (73,759 ) Total deferred tax assets 26,376 27,554 Deferred tax liabilities: Property, plant and equipment 2,119 4,104 Deferred revenue related to future revenues and accounts receivable 25,021 27,175 Deferred revenue related to cemetery property 5,825 5,829 Total deferred tax liabilities 32,965 37,108 Net deferred tax liabilities $ 6,589 $ 9,554 Net deferred tax assets and liabilities were classified on the consolidated balance sheets as follows (in thousands): December 31, 2018 2017 Deferred tax assets $ 86 $ 84 Noncurrent assets 86 84 Deferred tax assets 26,290 27,470 Deferred tax liabilities 32,965 37,108 Noncurrent liabilities 6,675 9,638 Net deferred tax liabilities $ 6,589 $ 9,554 |
DEFERRED REVENUES AND COSTS (Ta
DEFERRED REVENUES AND COSTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | ||
Schedule of Deferred Revenues and Related Costs | Deferred revenues and related costs consisted of the following at the dates indicated (in thousands): September 30, 2019 December 31, 2018 Deferred contract revenues $ 830,038 $ 830,602 Deferred merchandise trust revenue 104,740 92,718 Deferred merchandise trust unrealized gains (losses) 8,777 (9,034 ) Deferred revenues $ 943,555 $ 914,286 Deferred selling and obtaining costs $ 113,601 $ 112,660 | Deferred revenues and related costs consisted of the following at the dates indicated (in thousands): December 31, 2018 2017 Deferred contract revenues $ 830,602 $ 808,549 Deferred merchandise trust revenue 92,718 105,354 Deferred merchandise trust unrealized gains (losses) (9,034 ) (1,277 ) Deferred revenues $ 914,286 $ 912,626 Deferred selling and obtaining costs $ 112,660 $ 126,398 |
Schedule of Deferred Selling and Obtaining Costs | The activity in deferred selling and obtaining costs was as follows (in thousands): December 31, 2018 Deferred selling and obtaining costs, beginning of period $ 126,398 Cumulative effect of accounting change (18,557 ) Change in deferred selling and obtaining costs 4,819 Deferred selling and obtaining costs, end of period $ 112,660 | |
Schedule of Deferred Revenue, Net | The components of deferred revenues, net in the Partnership’s Condensed Consolidated Balance Sheet at December 31, 2018 and December 31, 2017 were as follows (in thousands): December 31, December 31, 2018 2017 Deferred revenue $ 937,708 $ 912,626 Amounts due from customers for unfulfilled performance obligations on cancellable pre-need contracts (1) (23,422 ) — Deferred revenue, net $ 914,286 $ 912,626 (1) Prior to the adoption of “ Revenue from Contracts with Customers” | |
Schedule of Customer Contract Liabilities, Net | The components of the customer contract liabilities, net in the Partnership’s consolidated balance sheets at September 30, 2019 and December 31, 2018 were as follows (in thousands): September 30, 2019 December 31, 2018 Customer contract liabilities $ 972,767 $ 937,708 Amounts due from customers for unfulfilled performance obligations on cancellable pre-need contracts (29,212 ) (23,422 ) Customer contract liabilities, net $ 943,555 $ 914,286 |
LONG-TERM INCENTIVE AND RETIREM
LONG-TERM INCENTIVE AND RETIREMENT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Set Forth Unit Appreciation Right Award Activity | The following table sets forth the UAR award activity for the years ended December 31, 2018 and 2017, respectively: Years Ended December 31, 2018 2017 Outstanding, beginning of period 58,646 66,355 Granted — — Exercised — — Forfeited (43,646 ) (7,709 ) Outstanding, end of period (1) 15,000 58,646 Exercisable, end of period 15,000 57,081 |
2018 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long-Term Incentive Plan Activity | The following table sets forth the 2018 LTIP phantom unit award activity for the years ended December 31, 2018 and 2017, respectively: Years Ended December 31, 2018 2017 Outstanding, beginning of period 108,602 117,630 Granted (1) 354,104 41,732 Settled in common units or cash (1) (709 ) (16,098 ) Forfeiture (87,536 ) Performance vesting forfeiture (29,512 ) (34,662 ) Outstanding, end of period (2) 344,949 108,602 (1) The weighted-average grant date fair value for the unit awards on the date of grant was $6.72 and $8.11 for the years ended December 31, 2018 and 2017, respectively. The intrinsic values of unit awards vested during the years ended December 31, 2018 and 2017 were $2.4 million and $0.4 million, respectively. (2) Based on the closing price of the common units on December 31, 2018, the estimated intrinsic value of the outstanding unit awards was $2.4 million at December 31, 2018. The following table sets forth the 2018 LTIP restricted unit award activity for the years ended December 31, 2018 and 2017, respectively: Years Ended December 31, 2018 2017 Outstanding, beginning of period — — Granted (1) 780,949 — Settled in common units or cash (1) — — Performance vesting forfeiture — — Outstanding, end of period (2) 780,949 — (1) The weighted-average grant date fair value for the unit awards on the date of grant was $3.98 for the year ended December 31, 2018. |
2004 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Long-Term Incentive Plan Activity | The following table sets forth the 2004 LTIP activity related to DERs credited as phantom units to the participant’s accounts for the years ended December 31, 2018 and 2017, respectively: Years Ended December 31, 2018 2017 Outstanding, beginning of period 219,306 205,510 Granted (1) — 13,796 Settled in common units or cash — — Outstanding, end of period (2) 219,306 219,306 (1) The weighted-average grant date fair value for the phantom unit awards on the date of grant was $9.70 for the year ended December 31, 2017. (2) Based on the closing price of the common units on December 31, 2018, the estimated intrinsic value of the outstanding restricted phantom units was $0.5 million. |
QUARTERLY RESULTS OF OPERATIO_2
QUARTERLY RESULTS OF OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following summarizes certain quarterly results of operations: First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per unit data) Year Ended December 31, 2018 Revenues $ 77,945 $ 81,571 $ 73,185 $ 83,425 Gross loss (8,026 ) (8,738 ) (10,016 ) (5,610 ) Net loss (17,923 ) (17,017 ) (17,225 ) (20,534 ) General partner’s interest in net loss for the period (187 ) (177 ) (179 ) (214 ) Limited partners’ interest in net loss for the period (17,736 ) (16,840 ) (17,046 ) (20,320 ) Net loss per limited partner unit (basic and diluted) $ (0.47 ) $ (0.44 ) $ (0.45 ) $ (0.54 ) Year Ended December 31, 2017 Revenues $ 82,946 $ 85,952 $ 84,034 $ 85,295 Gross profit (loss) (1,049 ) (3,113 ) (2,348 ) (4,163 ) Net loss (1) (8,561 ) (11,582 ) (9,576 ) (45,439 ) General partner’s interest in net income (loss) for the period (89 ) (121 ) (99 ) (473 ) Limited partners’ interest in net loss for the period (8,472 ) (11,461 ) (9,477 ) (44,966 ) Net loss per limited partner unit (basic and diluted) $ (0.22 ) $ (0.30 ) $ (0.25 ) $ (1.18 ) (1) |
GENERAL - Reconciliation of Net
GENERAL - Reconciliation of Net Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||||||||||||
Net loss | $ (42,652) | $ (34,398) | $ (22,534) | $ (20,534) | $ (17,225) | $ (17,017) | $ (17,923) | $ (45,439) | $ (9,576) | $ (11,582) | $ (8,561) | $ (99,584) | $ (52,165) | $ (72,699) | $ (75,158) |
Less: Incentive distribution right (“IDR”) payments to general partner | 0 | 0 | 0 | 0 | |||||||||||
Net loss to allocate to general and limited partners | (42,652) | (17,225) | (99,584) | (52,165) | (72,699) | (75,158) | |||||||||
General partner’s interest excluding IDRs | (426) | (179) | (1,018) | (543) | (757) | (782) | |||||||||
Limited partners' interest | $ (42,226) | $ (20,320) | $ (17,046) | $ (16,840) | $ (17,736) | $ (44,966) | $ (9,477) | $ (11,461) | $ (8,472) | $ (98,566) | $ (51,622) | $ (71,942) | $ (74,376) |
GENERAL - Reconciliation of Par
GENERAL - Reconciliation of Partnership's Weighted Average Number of Common Limited Partner Units (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||
Weighted average number of common limited partner units—basic | 38,916 | 37,959 | 38,438 | 37,959 | 37,959 | 37,948 |
Add effect of dilutive incentive awards | 0 | 0 | ||||
Weighted average number of common limited partner units—diluted | 38,916 | 37,959 | 38,438 | 37,959 | 37,959 | 37,948 |
GENERAL - Reconciliation of P_2
GENERAL - Reconciliation of Partnership's Weighted Average Number of Common Limited Partner Units (Parenthetical) (Detail) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||||
Units excluded from the calculation of diluted weighted average number of limited partners' units, because of their anti-dilutive effect | 563,183 | 560,839 | 563,183 | 560,839 | 1,333,572 | 289,937 |
ACCOUNTS RECEIVABLE, NET OF A_3
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE - Long Term Accounts Receivable, Net of Allowance (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||||
Customer receivables | $ 162,967 | $ 167,017 | $ 225,380 | |
Unearned finance income | (17,254) | (17,000) | (20,534) | |
Allowance for contract cancellations | (6,105) | (4,941) | (19,795) | |
Accounts receivable, net of allowance | 139,608 | 145,076 | 185,051 | |
Less: Current portion, net of allowance | 61,470 | 57,928 | $ 72,994 | 79,116 |
Long-term portion, net of allowance | $ 78,138 | $ 87,148 | $ 99,408 | $ 105,935 |
ACCOUNTS RECEIVABLE, NET OF A_4
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE - Activity in Allowance for Bad Debt (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance, beginning of period | $ 4,941 | $ 19,795 | $ 19,795 | |
Provision for cancellations | 5,380 | 3,776 | 7,358 | $ 6,244 |
Balance, end of period | 6,105 | 4,941 | 19,795 | |
Contract Cancellations | ||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Balance, beginning of period | 4,941 | $ 19,795 | 19,795 | 26,153 |
Cumulative effect of accounting changes | (12,876) | |||
Provision for cancellations | 5,380 | 7,358 | 6,244 | |
Charge-offs, net | (4,216) | (9,336) | (12,602) | |
Balance, end of period | $ 6,105 | $ 4,941 | $ 19,795 |
CEMETERY PROPERTY - Schedule of
CEMETERY PROPERTY - Schedule of Cemetery Property (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Abstract] | |||
Cemetery land | $ 255,624 | $ 255,708 | |
Mausoleum crypts and lawn crypts | 72,988 | 75,133 | |
Cemetery property | $ 328,612 | $ 330,841 | $ 333,404 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Abstract] | ||||
Buildings and improvements | $ 130,181 | $ 129,971 | ||
Furniture and equipment | 59,883 | 58,706 | ||
Funeral home land | 14,185 | 14,185 | ||
Property and equipment, gross | 204,249 | 202,862 | $ 197,036 | |
Less: Accumulated depreciation | (95,257) | (90,146) | (82,946) | |
Property and equipment, net of accumulated depreciation | $ 108,992 | $ 112,716 | $ 114,090 | $ 114,090 |
PROPERTY AND EQUIPMENT - Additi
PROPERTY AND EQUIPMENT - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | ||||||
Depreciation expense | $ 2.3 | $ 2.3 | $ 7.1 | $ 7.5 | $ 9.9 | $ 10.9 |
MERCHANDISE TRUSTS - Reconcilia
MERCHANDISE TRUSTS - Reconciliation of Merchandise Trust Activities (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Available For Sale Securities [Line Items] | ||||
Balance, beginning of period | $ 488,248 | $ 515,456 | $ 515,456 | |
Balance, end of period | 519,529 | 488,248 | $ 515,456 | |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Balance, beginning of period | 488,248 | 515,456 | 515,456 | 507,079 |
Contributions | 40,440 | 49,762 | 66,408 | 59,983 |
Distributions | (45,256) | (53,321) | (79,862) | (81,634) |
Interest and dividends | 22,537 | 20,486 | 27,228 | 24,762 |
Capital gain distributions | 363 | 405 | 543 | 1,149 |
Realized gains and losses, net | 2,063 | (258) | (1,012) | 17,762 |
Other than temporary impairment | (2,816) | (11,977) | (28,555) | |
Taxes | (655) | (337) | (347) | (1,272) |
Fees | (3,206) | (3,049) | (3,855) | (3,095) |
Unrealized change in fair value | 17,811 | 2,860 | (7,756) | (9,278) |
Balance, end of period | $ 519,529 | $ 520,027 | $ 488,248 | $ 515,456 |
MERCHANDISE TRUSTS - Cost and M
MERCHANDISE TRUSTS - Cost and Market Value Associated with Assets Held in Merchandise Trusts (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
West Virginia Trust Receivable | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Fair Value | $ 9,300 | $ 8,700 | $ 9,100 |
Variable Interest Entity, Primary Beneficiary | Merchandise Trusts | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 510,752 | 497,282 | 516,733 |
Gross Unrealized Gains | 11,596 | 2,118 | 7,211 |
Gross Unrealized Losses | (2,819) | (11,152) | (8,488) |
Fair Value | 519,529 | 488,248 | 515,456 |
Variable Interest Entity, Primary Beneficiary | Short-term investments | Merchandise Trusts | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 182,560 | 16,903 | 10,421 |
Fair Value | 182,560 | 16,903 | 10,421 |
Variable Interest Entity, Primary Beneficiary | Fixed maturities | Merchandise Trusts | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 1,304 | 1,703 | 1,400 |
Gross Unrealized Gains | 23 | 29 | 53 |
Gross Unrealized Losses | (211) | (475) | (307) |
Fair Value | 1,116 | 1,257 | 1,146 |
Variable Interest Entity, Primary Beneficiary | Fixed maturities | Merchandise Trusts | U.S. governmental securities | Level 2 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 488 | 392 | 196 |
Gross Unrealized Gains | 10 | 1 | |
Gross Unrealized Losses | (95) | (147) | (65) |
Fair Value | 403 | 245 | 132 |
Variable Interest Entity, Primary Beneficiary | Fixed maturities | Merchandise Trusts | Corporate debt securities | Level 2 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 816 | 1,311 | 1,204 |
Gross Unrealized Gains | 13 | 29 | 52 |
Gross Unrealized Losses | (116) | (328) | (242) |
Fair Value | 713 | 1,012 | 1,014 |
Variable Interest Entity, Primary Beneficiary | Mutual funds - debt securities | Merchandise Trusts | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 117,566 | 187,840 | 222,450 |
Gross Unrealized Gains | 4,937 | 262 | 1,522 |
Gross Unrealized Losses | (79) | (2,645) | (1,211) |
Fair Value | 122,424 | 185,457 | 222,761 |
Variable Interest Entity, Primary Beneficiary | Mutual funds - equity securities | Merchandise Trusts | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 47,346 | 45,023 | 71,500 |
Gross Unrealized Gains | 3,035 | 110 | 2,399 |
Gross Unrealized Losses | (1) | (18) | (6,292) |
Fair Value | 50,380 | 45,115 | 67,607 |
Variable Interest Entity, Primary Beneficiary | Other investment funds | Merchandise Trusts | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 130,952 | 210,655 | 171,044 |
Gross Unrealized Gains | 2,410 | 388 | 522 |
Gross Unrealized Losses | (2,524) | (7,784) | (401) |
Fair Value | 130,838 | 203,259 | 171,165 |
Variable Interest Entity, Primary Beneficiary | Equity securities | Merchandise Trusts | Level 1 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 13,293 | 18,097 | 21,808 |
Gross Unrealized Gains | 1,175 | 1,327 | 2,715 |
Gross Unrealized Losses | (4) | (213) | (277) |
Fair Value | 14,464 | 19,211 | 24,246 |
Variable Interest Entity, Primary Beneficiary | Other invested assets | Merchandise Trusts | Level 2 | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 8,403 | 8,398 | 9,013 |
Gross Unrealized Gains | 16 | 2 | |
Gross Unrealized Losses | (17) | ||
Fair Value | 8,419 | 8,383 | 9,013 |
Variable Interest Entity, Primary Beneficiary | Total investments | Merchandise Trusts | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 501,424 | 488,619 | 507,636 |
Gross Unrealized Gains | 11,596 | 2,118 | 7,211 |
Gross Unrealized Losses | (2,819) | (11,152) | (8,488) |
Fair Value | 510,201 | 479,585 | 506,359 |
Variable Interest Entity, Primary Beneficiary | West Virginia Trust Receivable | Merchandise Trusts | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Cost | 9,328 | 8,663 | 9,097 |
Fair Value | $ 9,328 | $ 8,663 | $ 9,097 |
MERCHANDISE TRUSTS - Cost and_2
MERCHANDISE TRUSTS - Cost and Market Value Associated with Assets Held in Merchandise Trusts (Parenthetical) (Detail) - Merchandise Trusts - Variable Interest Entity, Primary Beneficiary $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019USD ($)Extension | Dec. 31, 2018USD ($)Extension | Dec. 31, 2017USD ($)Extension | |
Schedule Of Available For Sale Securities [Line Items] | |||
Number of potential lockup period extensions | Extension | 3 | 3 | 2 |
Lockup extension period | 1 year | 1 year | 1 year |
Unfunded investment commitments to private credit funds, callable at any time | $ | $ 63.3 | $ 71 | $ 52.1 |
Minimum | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Fixed income funds and equity funds, redemption period | 1 day | 1 day | 1 day |
Private credit funds, lockup periods | 1 year | 2 years | 4 years |
Minimum | Scenario Previously Reported [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Private credit funds, lockup periods | 2 years | ||
Maximum | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Fixed income funds and equity funds, redemption period | 30 days | 30 days | 90 days |
Private credit funds, lockup periods | 7 years | 7 years | 8 years |
MERCHANDISE TRUSTS - Contractua
MERCHANDISE TRUSTS - Contractual Maturities of Debt Securities Held in Merchandise Trusts (Detail) - Variable Interest Entity, Primary Beneficiary - Merchandise Trusts - Fixed maturities - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | $ 208 | $ 68 | $ 76 |
1 year through 5 years | 628 | 1,010 | 879 |
6 years through 10 years | 264 | 163 | 179 |
More than 10 years | 16 | 16 | 11 |
U.S. governmental securities | |||
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | 112 | ||
1 year through 5 years | 30 | 137 | 78 |
6 years through 10 years | 246 | 108 | 54 |
More than 10 years | 16 | ||
Corporate debt securities | |||
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | 96 | 68 | 76 |
1 year through 5 years | 598 | 873 | 801 |
6 years through 10 years | $ 18 | 55 | 125 |
More than 10 years | $ 16 | $ 11 |
MERCHANDISE TRUSTS - Aging of U
MERCHANDISE TRUSTS - Aging of Unrealized Losses on Investments in Fixed Maturities and Equity Securities Held in Merchandise Trusts (Detail) - Variable Interest Entity, Primary Beneficiary - Merchandise Trusts - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Unrealized Losses | $ 2,614 | $ 9,819 | $ 7,910 |
12 Months or more Unrealized Losses | 205 | 1,333 | 578 |
Total Unrealized Losses | 2,819 | 11,152 | 8,488 |
Less than 12 months Fair Value | 85,074 | 216,168 | 204,918 |
12 Months or more Fair Value | 821 | 3,374 | 2,325 |
Total Fair Value | 85,895 | 219,542 | 207,243 |
Fixed maturities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Unrealized Losses | 6 | 2 | 50 |
12 Months or more Unrealized Losses | 205 | 473 | 257 |
Total Unrealized Losses | 211 | 475 | 307 |
Less than 12 months Fair Value | 185 | 103 | 150 |
12 Months or more Fair Value | 821 | 792 | 473 |
Total Fair Value | 1,006 | 895 | 623 |
Fixed maturities | U.S. governmental securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
12 Months or more Unrealized Losses | 95 | 147 | 65 |
Total Unrealized Losses | 95 | 147 | 65 |
Less than 12 months Fair Value | 110 | ||
12 Months or more Fair Value | 397 | 243 | 112 |
Total Fair Value | 507 | 243 | 112 |
Fixed maturities | Corporate debt securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Unrealized Losses | 6 | 2 | 50 |
12 Months or more Unrealized Losses | 110 | 326 | 192 |
Total Unrealized Losses | 116 | 328 | 242 |
Less than 12 months Fair Value | 75 | 103 | 150 |
12 Months or more Fair Value | 424 | 549 | 361 |
Total Fair Value | 499 | 652 | 511 |
Mutual funds - debt securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Unrealized Losses | 79 | 2,011 | 912 |
12 Months or more Unrealized Losses | 634 | 299 | |
Total Unrealized Losses | 79 | 2,645 | 1,211 |
Less than 12 months Fair Value | 15,178 | 46,005 | 102,526 |
12 Months or more Fair Value | 1,195 | 1,462 | |
Total Fair Value | 15,178 | 47,200 | 103,988 |
Mutual funds - equity securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Unrealized Losses | 1 | 18 | 6,292 |
Total Unrealized Losses | 1 | 18 | 6,292 |
Less than 12 months Fair Value | 242 | 131 | 51,196 |
Total Fair Value | 242 | 131 | 51,196 |
Other investment funds | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Unrealized Losses | 2,524 | 7,784 | 401 |
Total Unrealized Losses | 2,524 | 7,784 | 401 |
Less than 12 months Fair Value | 69,464 | 169,929 | 48,140 |
Total Fair Value | 69,464 | 169,929 | 48,140 |
Equity securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Unrealized Losses | 4 | 255 | |
12 Months or more Unrealized Losses | 213 | 22 | |
Total Unrealized Losses | 4 | 213 | 277 |
Less than 12 months Fair Value | 5 | 2,906 | |
12 Months or more Fair Value | 597 | 390 | |
Total Fair Value | $ 5 | 597 | $ 3,296 |
Other invested assets | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Unrealized Losses | 4 | ||
12 Months or more Unrealized Losses | 13 | ||
Total Unrealized Losses | 17 | ||
12 Months or more Fair Value | 790 | ||
Total Fair Value | $ 790 |
PERPETUAL CARE TRUSTS - Reconci
PERPETUAL CARE TRUSTS - Reconciliation of Perpetual Care Trust Activities (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Securities, Available-for-sale [Line Items] | ||||
Balance, beginning of period | $ 330,562 | $ 339,928 | $ 339,928 | |
Balance, end of period | 343,028 | 330,562 | $ 339,928 | |
Variable Interest Entity, Primary Beneficiary | Perpetual care trusts | ||||
Debt Securities, Available-for-sale [Line Items] | ||||
Balance, beginning of period | 330,562 | 339,928 | 339,928 | 333,780 |
Contributions | 5,520 | 10,795 | 13,162 | 9,505 |
Distributions | (16,709) | (13,790) | (18,390) | (17,491) |
Interest and dividends | 15,621 | 17,416 | 22,198 | 17,978 |
Capital gain distributions | 1,134 | 612 | 808 | 708 |
Realized gains and losses, net | 2,303 | 353 | 473 | 1,061 |
Other than temporary impairment | (1,297) | (7,449) | (18,038) | |
Taxes | (634) | (292) | (237) | (252) |
Fees | (2,388) | (4,087) | (4,412) | (2,280) |
Unrealized change in fair value | 8,916 | 1,536 | (4,930) | (3,081) |
Balance, end of period | $ 343,028 | $ 345,022 | $ 330,562 | $ 339,928 |
PERPETUAL CARE TRUSTS - Additio
PERPETUAL CARE TRUSTS - Additional Information (Detail) - Variable Interest Entity, Primary Beneficiary - Perpetual care trusts | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019USD ($)security | Sep. 30, 2018USD ($)security | Sep. 30, 2019USD ($)security | Sep. 30, 2018USD ($)security | Dec. 31, 2018USD ($)security | Dec. 31, 2017USD ($) | |
Debt Securities, Available-for-sale [Line Items] | ||||||
Purchases of available for sale securities | $ 42,500,000 | $ 56,400,000 | $ 59,400,000 | $ 86,000,000 | ||
Sales, maturities and paydowns of available for sale securities | 28,100,000 | 49,400,000 | 51,100,000 | 69,200,000 | ||
Other than temporary impairments loss | $ 1,297,000 | $ 7,449,000 | $ 18,038,000 | |||
Other Than Temporarily Impaired Securities | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Number of securities that incurred other than temporary impairment losses | security | 49 | 49 | 68 | 116 | 176 | |
Trust assets, cost | $ 6,600,000 | $ 40,000,000 | $ 35,800,000 | $ 158,000,000 | $ 181,400,000 | |
Trust assets, fair value | 6,000,000 | 39,400,000 | 34,500,000 | 150,600,000 | 163,300,000 | |
Other than temporary impairments loss | $ 600,000 | $ 600,000 | $ 1,300,000 | $ 7,400,000 | $ 18,100,000 | $ 0 |
PERPETUAL CARE TRUSTS - Cost an
PERPETUAL CARE TRUSTS - Cost and Market Value Associated with Assets Held in Perpetual Care Trusts (Detail) - Variable Interest Entity, Primary Beneficiary - Perpetual care trusts - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term investments | Level 1 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | $ 87,453 | $ 12,835 | $ 9,456 |
Fair Value | 87,453 | 12,835 | 9,456 |
Fixed maturities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 3,106 | 5,843 | 5,871 |
Gross Unrealized Gains | 65 | 165 | 152 |
Gross Unrealized Losses | (199) | (442) | (237) |
Fair Value | 2,972 | 5,566 | 5,786 |
Fixed maturities | Level 2 | U.S. governmental securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 1,081 | 960 | 506 |
Gross Unrealized Gains | 44 | 4 | 4 |
Gross Unrealized Losses | (54) | (121) | (46) |
Fair Value | 1,071 | 843 | 464 |
Fixed maturities | Level 2 | Corporate debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 2,025 | 4,883 | 5,365 |
Gross Unrealized Gains | 21 | 161 | 148 |
Gross Unrealized Losses | (145) | (321) | (191) |
Fair Value | 1,901 | 4,723 | 5,322 |
Mutual funds - debt securities | Level 1 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 70,425 | 108,451 | 141,511 |
Gross Unrealized Gains | 2,730 | 227 | 1,974 |
Gross Unrealized Losses | (59) | (837) | (712) |
Fair Value | 73,096 | 107,841 | 142,773 |
Mutual funds - equity securities | Level 1 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 16,685 | 19,660 | 32,707 |
Gross Unrealized Gains | 1,528 | 304 | 1,757 |
Gross Unrealized Losses | (18) | (142) | (1,771) |
Fair Value | 18,195 | 19,822 | 32,693 |
Other investment funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 143,050 | 165,284 | 124,722 |
Gross Unrealized Gains | 7,143 | 3,039 | 2,630 |
Gross Unrealized Losses | (5,024) | (4,607) | (533) |
Fair Value | 145,169 | 163,716 | 126,819 |
Equity securities | Level 1 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 14,968 | 20,025 | 22,076 |
Gross Unrealized Gains | 1,177 | 826 | 1,648 |
Gross Unrealized Losses | (18) | (145) | (1,570) |
Fair Value | 16,127 | 20,706 | 22,154 |
Other invested assets | Level 2 | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 16 | 56 | 247 |
Gross Unrealized Gains | 20 | ||
Fair Value | 16 | 76 | 247 |
Total Investments | |||
Debt Securities, Available-for-sale [Line Items] | |||
Cost | 335,703 | 332,154 | 336,590 |
Gross Unrealized Gains | 12,643 | 4,581 | 8,161 |
Gross Unrealized Losses | (5,318) | (6,173) | (4,823) |
Fair Value | $ 343,028 | $ 330,562 | $ 339,928 |
PERPETUAL CARE TRUSTS - Cost _2
PERPETUAL CARE TRUSTS - Cost and Market Value Associated with Assets Held in Perpetual Care Trusts (Parenthetical) (Detail) - Perpetual care trusts - Variable Interest Entity, Primary Beneficiary $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019USD ($)Extension | Dec. 31, 2018USD ($)Extension | Dec. 31, 2017USD ($)Extension | |
Debt Securities, Available-for-sale [Line Items] | |||
Number of potential lockup period extensions | Extension | 3 | 3 | 3 |
Lockup extension period | 1 year | 1 year | 1 year |
Unfunded investment commitments to private credit funds, callable at any time | $ | $ 41.2 | $ 94.5 | $ 92.2 |
Minimum | |||
Debt Securities, Available-for-sale [Line Items] | |||
Private credit funds, lockup periods | 2 years | 4 years | 4 years |
Fixed income funds and equity funds, redemption period | 1 day | 1 day | 1 day |
Minimum | Scenario Previously Reported [Member] | |||
Debt Securities, Available-for-sale [Line Items] | |||
Private credit funds, lockup periods | 2 years | ||
Maximum | |||
Debt Securities, Available-for-sale [Line Items] | |||
Private credit funds, lockup periods | 7 years | 8 years | 10 years |
Fixed income funds and equity funds, redemption period | 30 days | 30 days | 90 days |
PERPETUAL CARE TRUSTS - Contrac
PERPETUAL CARE TRUSTS - Contractual Maturities of Debt Securities Held in Perpetual Care Trusts (Detail) - Variable Interest Entity, Primary Beneficiary - Perpetual care trusts - Fixed maturities - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | $ 263 | $ 705 | $ 708 |
1 year through 5 years | 1,606 | 4,118 | 4,543 |
6 years through 10 years | 984 | 660 | 501 |
More than 10 years | 119 | 83 | 135 |
U.S. governmental securities | |||
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | 60 | ||
1 year through 5 years | 70 | 416 | 263 |
6 years through 10 years | 821 | 395 | 163 |
More than 10 years | 119 | 32 | 38 |
Corporate debt securities | |||
Investments Classified by Contractual Maturity Date [Line Items] | |||
Less than 1 year | 203 | 705 | 708 |
1 year through 5 years | 1,536 | 3,702 | 4,280 |
6 years through 10 years | $ 163 | 265 | 338 |
More than 10 years | $ 51 | $ 97 |
PERPETUAL CARE TRUSTS - Aging o
PERPETUAL CARE TRUSTS - Aging of Unrealized Losses on Investments in Fixed Maturities and Equity Securities Held in Perpetual Care Trusts (Detail) - Variable Interest Entity, Primary Beneficiary - Perpetual care trusts - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Fair Value | $ 79,252 | $ 125,431 | $ 106,874 |
12 Months or more Fair Value | 2,913 | 7,089 | 15,611 |
Total Fair Value | 82,165 | 132,520 | 122,485 |
Less than 12 months Unrealized Losses | 5,164 | 5,370 | 4,106 |
12 Months or more Unrealized Losses | 154 | 803 | 717 |
Total Unrealized Losses | 5,318 | 6,173 | 4,823 |
Fixed maturities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Fair Value | 76 | 405 | 994 |
12 Months or more Fair Value | 2,910 | 3,692 | 2,670 |
Total Fair Value | 2,986 | 4,097 | 3,664 |
Less than 12 months Unrealized Losses | 45 | 15 | 20 |
12 Months or more Unrealized Losses | 154 | 427 | 217 |
Total Unrealized Losses | 199 | 442 | 237 |
Fixed maturities | U.S. governmental securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
12 Months or more Fair Value | 1,021 | 790 | 399 |
Total Fair Value | 1,021 | 790 | 399 |
12 Months or more Unrealized Losses | 54 | 121 | 46 |
Total Unrealized Losses | 54 | 121 | 46 |
Fixed maturities | Corporate debt securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Fair Value | 76 | 405 | 994 |
12 Months or more Fair Value | 1,889 | 2,902 | 2,271 |
Total Fair Value | 1,965 | 3,307 | 3,265 |
Less than 12 months Unrealized Losses | 45 | 15 | 20 |
12 Months or more Unrealized Losses | 100 | 306 | 171 |
Total Unrealized Losses | 145 | 321 | 191 |
Mutual funds - debt securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Fair Value | 11,348 | 21,867 | 37,090 |
12 Months or more Fair Value | 3 | 2,814 | 12,793 |
Total Fair Value | 11,351 | 24,681 | 49,883 |
Less than 12 months Unrealized Losses | 59 | 591 | 289 |
12 Months or more Unrealized Losses | 246 | 423 | |
Total Unrealized Losses | 59 | 837 | 712 |
Mutual funds - equity securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Fair Value | 505 | 1,382 | 16,668 |
12 Months or more Fair Value | 36 | ||
Total Fair Value | 505 | 1,382 | 16,704 |
Less than 12 months Unrealized Losses | 18 | 141 | 1,754 |
12 Months or more Unrealized Losses | 1 | 17 | |
Total Unrealized Losses | 18 | 142 | 1,771 |
Other investment funds | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Fair Value | 67,147 | 101,536 | 42,606 |
Total Fair Value | 67,147 | 101,536 | 42,606 |
Less than 12 months Unrealized Losses | 5,024 | 4,607 | 533 |
Total Unrealized Losses | 5,024 | 4,607 | 533 |
Equity securities | |||
Investments, Unrealized Loss Position [Line Items] | |||
Less than 12 months Fair Value | 176 | 241 | 9,516 |
12 Months or more Fair Value | 583 | 112 | |
Total Fair Value | 176 | 824 | 9,628 |
Less than 12 months Unrealized Losses | 18 | 16 | 1,510 |
12 Months or more Unrealized Losses | 129 | 60 | |
Total Unrealized Losses | $ 18 | $ 145 | $ 1,570 |
LONG-TERM DEBT - Outstanding De
LONG-TERM DEBT - Outstanding Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Less deferred financing costs, net of accumulated amortization | $ (14,280) | $ (9,692) | $ (9,788) | |
Total debt | 362,676 | 321,046 | 318,695 | |
Less current maturities | (503) | (798) | $ (1,002) | (1,002) |
Total long-term debt | 362,173 | 320,248 | $ 317,693 | 317,693 |
9.875%/11.500% Senior Secured PIK Toggle Notes, due June 2024 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 376,166 | |||
Credit facility | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 155,739 | 153,423 | ||
Senior Notes | 7.875% notes, due 2021 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 173,613 | 173,098 | ||
Notes Payable, other Payables | Acquisitions Debt | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 92 | 304 | ||
Notes Payable, other Payables | Acquisition non-competes | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | 378 | |||
Insurance and vehicle financing | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, gross | $ 790 | $ 1,294 | $ 1,280 |
LONG-TERM DEBT - Additional Inf
LONG-TERM DEBT - Additional Information (Detail) | Jun. 27, 2019USD ($) | Jun. 12, 2018 | May 28, 2013USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018USD ($)Quarter | Dec. 31, 2017USD ($) | Sep. 29, 2017USD ($) | Aug. 04, 2016 |
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, debt issuance costs | $ 0 | |||||||||||||||||||
Long term debt, outstanding | $ 362,676,000 | $ 362,676,000 | $ 321,046,000 | $ 362,676,000 | $ 321,046,000 | $ 318,695,000 | ||||||||||||||
Write off unamortized deferred financing fees | $ 6,900,000 | |||||||||||||||||||
Debt covenant, number of consecutive quarters for calculating consolidated leverage ratio | Quarter | 4 | |||||||||||||||||||
Tranche B Revolving Credit Facility | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, debt issuance costs | $ 3,000,000 | |||||||||||||||||||
Maximum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt covenant, unrestricted cash and cash equivalents | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||
Debt covenant, debt service coverage ratio | 250.00% | 250.00% | ||||||||||||||||||
Debt covenant, consolidated fixed charge coverage ratio | 1 | 1 | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | $ 25,000,000 | ||||||||||||||||||
Maximum | Scenario, Forecast | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt covenant, consolidated fixed charge coverage ratio | 1.10 | 1.10 | 1.20 | 1.10 | ||||||||||||||||
Minimum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt covenant, consolidated leverage ratio until June 12, 2018 | 4 | 4.25 | ||||||||||||||||||
Debt covenant consolidated secured net leverage ratio after June 12, 2018 | 5.50 | 5.75 | 5.75 | |||||||||||||||||
Debt covenant, consolidated leverage ratio, prohibition of distribution | 7.50 | |||||||||||||||||||
Minimum | Scenario, Forecast | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt covenant consolidated secured net leverage ratio after June 12, 2018 | 4.50 | 5 | ||||||||||||||||||
Notes Registration Rights Agreement | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt instrument additional interest accrue percentage | 0.25% | |||||||||||||||||||
Debt instrument default to be charged for period | 0.25% | |||||||||||||||||||
Notes Registration Rights Agreement | Maximum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt instrument additional interest accrue percentage | 1.00% | |||||||||||||||||||
7.875% notes, due 2021 | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, interest rate | 7.875% | 7.875% | 7.875% | |||||||||||||||||
Long term debt, outstanding | $ 175,000,000 | $ 175,000,000 | $ 175,000,000 | |||||||||||||||||
Amended Credit Agreement | Credit facility | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, maximum borrowing capacity | $ 175,000,000 | |||||||||||||||||||
Line of credit outstanding amount | $ 155,700,000 | $ 155,700,000 | ||||||||||||||||||
Amended Credit Agreement | Letter of Credit | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, maximum borrowing capacity | 15,000,000 | 15,000,000 | ||||||||||||||||||
Line of credit outstanding amount | $ 9,400,000 | $ 9,400,000 | $ 7,500,000 | |||||||||||||||||
Credit Agreement | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Increase of basis spread on variable rate | 0.50% | |||||||||||||||||||
Credit Agreement | Maximum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |||||||||||||||||||
Credit Agreement | Minimum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |||||||||||||||||||
9.875% notes, due 2024 | Private Placement | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, interest rate | 9.875% | |||||||||||||||||||
11.500% notes, due 2024 | Private Placement | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, interest rate | 11.50% | |||||||||||||||||||
Senior Secured Notes | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Interest payable, Description | Interest is payable quarterly in arrears on the 30th day of each March, June, September and December, commencing September 30, 2019. | |||||||||||||||||||
Increase in outstanding principal amount | $ 4,000,000 | |||||||||||||||||||
Maturity date | Jun. 30, 2024 | |||||||||||||||||||
Interest payable option, Description | The Senior Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022. | |||||||||||||||||||
Applicable interest rate on united states treasury securities | 0.50% | |||||||||||||||||||
Redemptions from asset dispositions | $ 55,000,000 | |||||||||||||||||||
Mandatory prepayments, percentage of net cash proceeds | 2.00% | |||||||||||||||||||
Percentage of excess cash flow | 75.00% | |||||||||||||||||||
Debt covenant, aggregate amount of capital expenditures | 20,000,000 | |||||||||||||||||||
Debt covenant, unrestricted cash and unrestricted permitted investments | $ 20,000,000 | |||||||||||||||||||
Debt covenant, consolidated asset coverage ratio | 1.60 | 1.60 | 1.60 | |||||||||||||||||
Uncured period | 15 days | |||||||||||||||||||
Covenant compliance, percentage | 25.00% | |||||||||||||||||||
C-Corporation conversion uncured period | 5 days | |||||||||||||||||||
Percentage of consolidated revenue | 15.00% | |||||||||||||||||||
Debt instrument, revenue covenant | $ 30,000,000 | |||||||||||||||||||
Revenue - cure period | 30 days | |||||||||||||||||||
Interest rate increase percentage | 13.50% | |||||||||||||||||||
Senior Secured Notes | Scenario, Forecast | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt covenant, unrestricted cash and unrestricted permitted investments | $ 12,500,000 | $ 15,000,000 | ||||||||||||||||||
Senior Secured Notes | Maximum | Scenario, Forecast | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Unpermitted operating cash flow amount | $ 20,000,000 | |||||||||||||||||||
Senior Secured Notes | Minimum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt instrument, acceleration of or failure to pay | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||
Senior Secured Notes | Debt Instrument, Redemption, 2018 | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt instrument, redemption price, percentage | 4.00% | |||||||||||||||||||
Senior Secured Notes | Debt Instrument, Redemption, 2019 and thereafter | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt instrument, redemption price, percentage | 11.50% | |||||||||||||||||||
Senior Secured Notes | Redeemed On Or After June 27, 2021 and Before June 27, 2022 | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt instrument, redemption price, percentage | 4.00% | |||||||||||||||||||
Senior Secured Notes | Redeemed On Or After June 27, 2022 and Before June 27, 2023 | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt instrument, redemption price, percentage | 2.00% | |||||||||||||||||||
Senior Secured Notes | Redeemed On Or After June 27, 2023 | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Debt premium percentage | 0.00% | |||||||||||||||||||
Senior Secured Notes | In Cash | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, interest rate | 9.875% | |||||||||||||||||||
Senior Secured Notes | Option Through January 30, 2022 - In Cash | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, interest rate | 7.50% | |||||||||||||||||||
Senior Secured Notes | Option Through January 30, 2022 - Payable in Kind | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, interest rate | 4.00% | 4.00% | 4.00% | 4.00% | ||||||||||||||||
Senior Secured Notes | Private Placement | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, principal amount | $ 385,000,000 | |||||||||||||||||||
Gross proceeds from the sale of the senior secured notes | 371,500,000 | |||||||||||||||||||
Long-term debt, debt issuance costs | $ 7,000,000 | |||||||||||||||||||
Senior Secured Notes | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, debt issuance costs | $ 14,300,000 | |||||||||||||||||||
Senior Notes | 7.875% notes, due 2021 | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, interest rate | 7.875% | |||||||||||||||||||
Long-term debt, principal amount | $ 175,000,000 | |||||||||||||||||||
Gross proceeds from the sale of the senior secured notes | 171,200,000 | |||||||||||||||||||
Long-term debt, debt issuance costs | $ 4,600,000 | |||||||||||||||||||
Maturity date | Jun. 1, 2021 | |||||||||||||||||||
Debt premium percentage | 7.875% | 7.875% | ||||||||||||||||||
Long-term debt, issued price per $100 | 97.832% | |||||||||||||||||||
Long-term debt, discount | $ 3,800,000 | |||||||||||||||||||
Senior Notes | 10.25% Senior Notes, due 2017 | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Long-term debt, interest rate | 10.25% | |||||||||||||||||||
Long-term debt, principal amount | $ 150,000,000 | |||||||||||||||||||
Credit facility | Credit Agreement | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Weighted average interest rate on outstanding borrowings | 7.20% | 7.20% | ||||||||||||||||||
7.875% senior notes, due 2021 | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Purchase price as percentage of principal plus accrued and unpaid interest, Upon occurrence of change of control | 101.00% | |||||||||||||||||||
Eurodollar | Sixth Amendment To Credit Agreement | Maximum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, basis spread on variable rate | 4.25% | |||||||||||||||||||
Eurodollar | Sixth Amendment To Credit Agreement | Minimum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, basis spread on variable rate | 2.25% | |||||||||||||||||||
Eurodollar | Credit facility | Credit Agreement | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, basis spread on variable rate | 4.25% | |||||||||||||||||||
Eurodollar | Credit facility | Credit Agreement | Maximum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, basis spread on variable rate | 3.75% | |||||||||||||||||||
Eurodollar | Credit facility | Credit Agreement | Minimum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, basis spread on variable rate | 1.75% | |||||||||||||||||||
Base Rate | Maximum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, basis spread on variable rate | 3.75% | |||||||||||||||||||
Base Rate | Minimum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, basis spread on variable rate | 1.25% | |||||||||||||||||||
Base Rate | Credit facility | Credit Agreement | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, basis spread on variable rate | 3.25% | |||||||||||||||||||
Base Rate | Credit facility | Credit Agreement | Maximum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, basis spread on variable rate | 2.75% | |||||||||||||||||||
Base Rate | Credit facility | Credit Agreement | Minimum | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Credit facility, basis spread on variable rate | 0.75% | |||||||||||||||||||
StoneMor Operating LLC | ||||||||||||||||||||
Debt Disclosure [Line Items] | ||||||||||||||||||||
Ownership percentage | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% |
LONG-TERM DEBT - Schedule of Co
LONG-TERM DEBT - Schedule of Consolidated Interest Coverage Ratio (Detail) - Senior Secured Notes - Maximum | Sep. 30, 2019 |
March 31, 2020 | |
Debt Instrument [Line Items] | |
Consolidated interest coverage ratio | 0.40 |
June 30, 2020 | |
Debt Instrument [Line Items] | |
Consolidated interest coverage ratio | 0.75 |
September 30, 2020 | |
Debt Instrument [Line Items] | |
Consolidated interest coverage ratio | 1 |
December 31, 2020 | |
Debt Instrument [Line Items] | |
Consolidated interest coverage ratio | 1.15 |
March 31, 2021 | |
Debt Instrument [Line Items] | |
Consolidated interest coverage ratio | 1.25 |
June 30, 2021 | |
Debt Instrument [Line Items] | |
Consolidated interest coverage ratio | 1.30 |
September 30, 2021 | |
Debt Instrument [Line Items] | |
Consolidated interest coverage ratio | 1.35 |
December 31, 2021 | |
Debt Instrument [Line Items] | |
Consolidated interest coverage ratio | 1.45 |
March 31, 2022 and each quarter end thereafter | |
Debt Instrument [Line Items] | |
Consolidated interest coverage ratio | 1.50 |
REDEEMABLE CONVERTIBLE PREFER_2
REDEEMABLE CONVERTIBLE PREFERRED UNITS AND PARTNERS' DEFICIT - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jun. 27, 2019USD ($)Vote$ / sharesshares | Jun. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 25, 2019$ / sharesshares |
Temporary Equity [Line Items] | ||||
Total redeemable convertible preferred units | $ | $ 57,500 | |||
Shares of common unit sold | $ | $ 57,500 | |||
Outstanding Common Units | Rights Offering | ||||
Temporary Equity [Line Items] | ||||
Preferred units, sold | shares | 1.24 | |||
Unit sold, price per share | $ 1.20 | |||
Series A Redeemable Convertible Preferred Unit | ||||
Temporary Equity [Line Items] | ||||
Conversion of stock, description | The Preferred Units are convertible at the option of the holders thereof at any time beginning 10 days after completion of the Rights Offering and shall automatically be converted upon consummation of the C-Corporation Conversion, in each case at an initial conversion rate of one Common Unit or one share of Common Stock, as applicable, for each Preferred Unit. Subject to customary exceptions, the conversion rate for each Preferred Unit is subject to adjustment (a) proportionately, in the event of distributions made in the form of interests in the Partnership, any split, combination or similar recapitalization of Common Units and certain other specified transactions with respect to interests in the Partnership, (b) upon any issuance or deemed issuance by the Partnership prior to consummation of the Rights Offering of Common Units for a price per Common Unit less than the Series A Liquidation Preference (as defined below), to the rate determined by dividing the Series A Liquidation Preference by the price per Common Unit in such issuance or deemed issuance and (c) upon any issuance or deemed issuance by the Partnership after consummation of the Rights Offering of Common Units for a price per Common Unit less than the Series A Liquidation Preference, to a rate determined on a weighted average anti-dilution adjustment basis. | |||
Right to voting | The holder of a Preferred Unit is entitled to one vote for each Common Unit into which such Preferred Unit is convertible (whether or not such right to convert is exercisable at such time). | |||
Number of votes entitled to stockholders per share | Vote | 1 | |||
Percentage of net proceeds to be utilized for redemption of preferred units | 100.00% | |||
Preferred unit, liquidation preference price per share | $ 1.20 | |||
Series A Redeemable Convertible Preferred Unit | Axar and Other Purchasers | ||||
Temporary Equity [Line Items] | ||||
Preferred unit, shares redemption | shares | 33,487,904 | |||
Preferred unit, redemption price per share | $ 1.20 | |||
Series A Redeemable Convertible Preferred Unit | Minimum | ||||
Temporary Equity [Line Items] | ||||
Percentage of affirmative vote of outstanding shareholders | 60.00% | |||
Series A Purchase Agreement | Outstanding Common Units | Rights Offering | ||||
Temporary Equity [Line Items] | ||||
Shares of common unit sold | $ | $ 40,200 | |||
Unit sold, price per share | $ 1.20 | |||
Maximum period to complete right offering | 100 days | |||
Series A Purchase Agreement | Series A Redeemable Convertible Preferred Unit | ||||
Temporary Equity [Line Items] | ||||
Preferred units, sold | shares | 52,083,333 | |||
Contractual conversion price, per share | $ 1.1040 | |||
Preferred unit, liquidation preference discount percentage | 8.00% | |||
Total redeemable convertible preferred units | $ | $ 57,500 |
DEFERRED REVENUES AND COSTS - A
DEFERRED REVENUES AND COSTS - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue From Contract With Customer [Abstract] | |||||
Revenue, practical expedient, incremental cost of obtaining contract [true false] | false | ||||
Customer contract liabilities, revenue recognized | $ 13,700 | $ 54,700 | $ 58,700 | ||
Change in deferred selling and obtaining costs | $ 1,850 | $ 4,780 | $ 4,819 | $ 9,508 |
DEFERRED REVENUES AND COSTS - S
DEFERRED REVENUES AND COSTS - Schedule of Deferred Revenue and Other Costs (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue From Contract With Customer [Abstract] | ||||
Deferred contract revenues | $ 830,038 | $ 830,602 | $ 808,549 | |
Deferred merchandise trust revenue | 104,740 | 92,718 | 105,354 | |
Deferred merchandise trust unrealized gains (losses) | 8,777 | (9,034) | (1,277) | |
Deferred revenues | 943,555 | 914,286 | $ 903,068 | 912,626 |
Deferred selling and obtaining costs | $ 113,601 | $ 112,660 | $ 126,398 |
DEFERRED REVENUES AND COSTS -_2
DEFERRED REVENUES AND COSTS - Schedule of Customer Contract Liabilities, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue From Contract With Customer [Abstract] | ||||
Customer contract liabilities | $ 972,767 | $ 937,708 | $ 912,626 | |
Amounts due from customers for unfulfilled performance obligations on cancellable pre-need contracts | (29,212) | (23,422) | ||
Customer contract liabilities, net | $ 943,555 | $ 914,286 | $ 903,068 | $ 912,626 |
DEFERRED REVENUES AND COSTS - R
DEFERRED REVENUES AND COSTS - Revenue, Remaining Performance Obligation (Detail) | Sep. 30, 2019 | Dec. 31, 2018 |
First 4-5years | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, percentage | 55.00% | 55.00% |
Within 18 years | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation, percentage | 80.00% | 80.00% |
LONG-TERM INCENTIVE PLAN - Addi
LONG-TERM INCENTIVE PLAN - Additional Information (Detail) $ in Millions | Jun. 27, 2019USD ($)shares | Apr. 15, 2019Installmentshares | Sep. 30, 2019shares | Jun. 30, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, award vesting commencing date | Jul. 15, 2019 | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||
Share-based compensation arrangement by share-based payment award,vesting period grant date | 3 months | |||
Threshold Performance Condition, For Year 2019 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Target Performance Condition, For Year 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 50.00% | |||
Maximum Performance Condition, For Year 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 100.00% | |||
Restricted phantom units | Amended and Restated 2019 Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 238,553 | 1,015,047 | ||
Phantom Units Subject to Time-based Vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of equal annual installments | Installment | 3 | |||
Share-based compensation arrangement by share-based payment award, award vesting commencing date | Apr. 3, 2020 | |||
Phantom Units Subject to Time-based Vesting | Amended and Restated 2019 Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 494,421 | |||
Phantom Units Subject to Performance-based Vesting | Amended and Restated 2019 Long-Term Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 520,626 | |||
Restricted Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 31,607 | 31,295 | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 49,379 | 48,924 | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, settled in period | 17,772 | 17,629 | ||
Restricted Units | Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 275,000 | |||
Phantom and Restricted Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 975,142 | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period | 1,351,493 | |||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, settled in period | 376,351 | |||
Unit-based compensation expense recognized | $ | $ 2.2 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Fixed Rent for Cemeteries (Detail) - Two Thousand Fourteen Acquisitions [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Lease Years 1-5 | ||
Management Agreement Future Minimum Payments Due [Line Items] | ||
Ground Lease Payments Per Year | $ 0 | $ 0 |
Lease Years 6-20 | ||
Management Agreement Future Minimum Payments Due [Line Items] | ||
Ground Lease Payments Per Year | 1,000,000 | 1,000,000 |
Lease Years 21-25 | ||
Management Agreement Future Minimum Payments Due [Line Items] | ||
Ground Lease Payments Per Year | 1,200,000 | 1,200,000 |
Lease Years 26- 35 | ||
Management Agreement Future Minimum Payments Due [Line Items] | ||
Ground Lease Payments Per Year | 1,500,000 | 1,500,000 |
Lease Years 36-60 | ||
Management Agreement Future Minimum Payments Due [Line Items] | ||
Ground Lease Payments Per Year | $ 0 | $ 0 |
LEASES - Additional Information
LEASES - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Lessee Lease Description [Line Items] | |
Number of sale-leaseback related to warehouses | one |
Lease renewal term description | Certain leases provide the Partnership with the option to renew for additional periods, with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. |
Operating lease weighted-average discount rate | 9.90% |
Finance lease weighted-average discount rate | 8.40% |
Operating lease payments | $ 3.3 |
Residual value guarantees | $ 2 |
Operating lease, weighted average remaining lease term | 7 years 2 months 12 days |
Finance lease, weighted average remaining lease term | 3 years |
Minimum | |
Lessee Lease Description [Line Items] | |
Lease renewal term | 1 year |
Maximum | |
Lessee Lease Description [Line Items] | |
Lease renewal term | 30 years |
LEASES - Schedule of Components
LEASES - Schedule of Components of Leases (Detail) $ in Thousands | Sep. 30, 2019USD ($) |
Assets: | |
Operating | $ 11,321 |
Finance | 6,211 |
Total ROU assets | 17,532 |
Current Liabilities: | |
Operating | 2,080 |
Finance | 1,236 |
Long-term | |
Operating | 12,246 |
Finance | 4,656 |
Total lease liabilities | $ 20,218 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Finance lease costs | |
Net Lease costs | $ 3,956 |
Depreciation and Amortization | |
Finance lease costs | |
Amortization of leased assets | 899 |
General and Administrative Expense | |
Lease cost | |
Operating lease costs | 2,687 |
Interest Expense | |
Finance lease costs | |
Interest on lease liabilities | $ 370 |
LEASES - Components of Lease _2
LEASES - Components of Lease Expense (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2019 | |
Maximum | |
Lessee Lease Description [Line Items] | |
Term of short term lease | one month |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities the Partnership's of Lease liabilities, per ASC 842 (Detail) - ASC 842 - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 |
Operating | ||
2019 | $ 867 | |
2020 | 3,320 | |
2021 | 2,830 | |
2022 | 2,532 | |
2023 | 2,279 | |
Thereafter | 8,495 | |
Total | 20,323 | |
Less: Interest | 5,997 | |
Present value of lease liabilities | 14,326 | $ 15,300 |
Finance | ||
2019 | 484 | |
2020 | 1,761 | |
2021 | 1,922 | |
2022 | 1,978 | |
2023 | 763 | |
Thereafter | 43 | |
Total | 6,951 | |
Less: Interest | 1,059 | |
Present value of lease liabilities | $ 5,892 |
LEASES - Schedule of Minimum Le
LEASES - Schedule of Minimum Lease Commitments Remaining Under the Partnerships Operating Lease and Capital Lease, per ASC 840 (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Operating | ||
Financing | $ 4,349 | |
2020 | 2,765 | $ 2,765 |
2021 | 2,130 | 2,130 |
2022 | 1,539 | 1,539 |
2023 | 1,184 | 1,184 |
Thereafter | 5,737 | 5,737 |
Total | 17,704 | 17,704 |
Capital | ||
2019 | 1,499 | |
2020 | 1,196 | 1,196 |
2021 | 949 | 949 |
2022 | 558 | 558 |
2023 | 89 | 89 |
Total | 4,291 | 4,291 |
Less: Interest on capital leases | (875) | (875) |
Total principal payable on capital leases | $ 3,416 | $ 3,416 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Senior Secured Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable, fair value | $ 386.5 | |
Notes payable, carrying value | $ 376.2 | |
Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable, fair value | $ 162.5 | |
Notes payable, carrying value | $ 173.6 |
SUPPLEMENTAL CONDENSED CONSOL_3
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Additional Information (Detail) | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Aug. 04, 2016 |
StoneMor Operating LLC | ||||
Schedule Of Condensed Financial Information Of Subsidiaries [Line Items] | ||||
Ownership percentage subsidiaries by the parent | 100.00% | 100.00% | 100.00% | 100.00% |
SUPPLEMENTAL CONDENSED CONSOL_4
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Balance Sheets (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||||
Cash and cash equivalents, excluding restricted cash | $ 43,515 | $ 18,147 | $ 6,821 | $ 6,821 | $ 12,570 |
Restricted cash | 20,580 | ||||
Other current assets | 85,248 | 80,169 | 105,149 | ||
Assets held for sale | 757 | 1,016 | 1,016 | ||
Total current assets | 149,343 | 98,316 | 106,864 | 112,986 | |
Long-term accounts receivable - net of allowance | 78,138 | 87,148 | 99,408 | 105,935 | |
Cemetery and funeral home property and equipment | 437,604 | 443,557 | 447,494 | ||
Merchandise trusts | 519,529 | 488,248 | 515,456 | 515,456 | |
Perpetual care trusts | 343,028 | 330,562 | 339,928 | 339,928 | |
Deferred selling and obtaining costs | 113,601 | 112,660 | 126,398 | ||
Intangible assets | 56,562 | 61,421 | 63,244 | 63,244 | |
Goodwill and intangible assets | 86,283 | 88,106 | |||
Other assets | 32,718 | 22,327 | 19,779 | ||
Total assets | 1,730,523 | 1,669,101 | 1,722,863 | 1,756,082 | |
Liabilities, Redeemable Convertible Preferred Units and Partners’ Deficit | |||||
Total current liabilities | 65,088 | 61,800 | 47,135 | 45,806 | |
Long-term debt, net of deferred financing costs | 362,173 | 320,248 | 317,693 | 317,693 | |
Deferred revenues | 943,555 | 914,286 | 903,068 | 912,626 | |
Perpetual care trust corpus | 343,028 | 330,562 | 339,928 | 339,928 | |
Other long-term liabilities | 63,204 | 48,783 | 48,333 | ||
Total liabilities | 1,777,048 | 1,675,679 | 1,659,264 | 1,664,386 | |
Preferred unit, aggregate purchase price | 57,500 | ||||
Partners’ capital (deficit) | (104,025) | (6,578) | 63,599 | 91,696 | $ 190,354 |
Total liabilities, redeemable convertible preferred units and partners’ deficit | 1,730,523 | 1,669,101 | $ 1,722,863 | 1,756,082 | |
Scenario Previously Reported [Member] | |||||
Current assets: | |||||
Other current assets | 79,412 | ||||
Parent | |||||
Current assets: | |||||
Investments in and amounts due from affiliates eliminated upon consolidation | 61,875 | 159,946 | |||
Total assets | 61,875 | 159,946 | |||
Liabilities, Redeemable Convertible Preferred Units and Partners’ Deficit | |||||
Long-term debt, net of deferred financing costs | 68,453 | 68,250 | |||
Investments in and amounts due to affiliates eliminated upon consolidation | 46,525 | ||||
Total liabilities | 46,525 | 68,453 | 68,250 | ||
Preferred unit, aggregate purchase price | 57,500 | ||||
Partners’ capital (deficit) | (104,025) | (6,578) | 91,696 | ||
Total liabilities, redeemable convertible preferred units and partners’ deficit | 61,875 | 159,946 | |||
Subsidiary Issuer | |||||
Current assets: | |||||
Other current assets | 3,470 | 3,718 | 3,882 | ||
Total current assets | 3,470 | 3,718 | 3,882 | ||
Long-term accounts receivable - net of allowance | 2,906 | 3,118 | 2,179 | ||
Cemetery and funeral home property and equipment | 696 | 806 | 738 | ||
Deferred selling and obtaining costs | 5,580 | 5,511 | 6,171 | ||
Investments in and amounts due from affiliates eliminated upon consolidation | (586) | 82,836 | |||
Total assets | 12,652 | 12,567 | 95,806 | ||
Liabilities, Redeemable Convertible Preferred Units and Partners’ Deficit | |||||
Total current liabilities | 150 | 184 | 72 | ||
Long-term debt, net of deferred financing costs | 105,160 | 104,848 | |||
Deferred revenues | 32,926 | 32,147 | 33,469 | ||
Investments in and amounts due to affiliates eliminated upon consolidation | 259,737 | ||||
Total liabilities | 292,813 | 137,491 | 138,389 | ||
Partners’ capital (deficit) | (280,161) | (124,924) | (42,583) | ||
Total liabilities, redeemable convertible preferred units and partners’ deficit | 12,652 | 12,567 | 95,806 | ||
Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash and cash equivalents, excluding restricted cash | 42,066 | 16,298 | 4,216 | ||
Restricted cash | 20,580 | ||||
Other current assets | 69,812 | 64,924 | 83,901 | ||
Assets held for sale | 757 | 1,016 | |||
Total current assets | 132,458 | 81,222 | 89,133 | ||
Long-term accounts receivable - net of allowance | 64,918 | 71,708 | 89,275 | ||
Cemetery and funeral home property and equipment | 404,948 | 409,201 | 411,936 | ||
Deferred selling and obtaining costs | 90,236 | 88,705 | 98,639 | ||
Intangible assets | 187 | ||||
Goodwill and intangible assets | 25,676 | 26,347 | |||
Other assets | 29,939 | 19,403 | 16,995 | ||
Investments in and amounts due from affiliates eliminated upon consolidation | 649,920 | 539,997 | 556,783 | ||
Total assets | 1,372,606 | 1,235,912 | 1,289,108 | ||
Liabilities, Redeemable Convertible Preferred Units and Partners’ Deficit | |||||
Total current liabilities | 63,418 | 60,216 | 44,380 | ||
Long-term debt, net of deferred financing costs | 362,173 | 146,635 | 144,595 | ||
Deferred revenues | 797,538 | 770,337 | 773,516 | ||
Other long-term liabilities | 46,820 | 33,553 | 34,149 | ||
Due to affiliates | 173,613 | 173,098 | |||
Total liabilities | 1,269,949 | 1,184,354 | 1,169,738 | ||
Partners’ capital (deficit) | 102,657 | 51,556 | 119,370 | ||
Total liabilities, redeemable convertible preferred units and partners’ deficit | 1,372,606 | 1,235,910 | 1,289,108 | ||
Guarantor Subsidiaries | Scenario Previously Reported [Member] | |||||
Current assets: | |||||
Other current assets | 64,167 | ||||
Non-Guarantor Subsidiaries | |||||
Current assets: | |||||
Cash and cash equivalents, excluding restricted cash | 1,449 | 1,849 | 2,605 | ||
Other current assets | 11,966 | 11,527 | 17,366 | ||
Total current assets | 13,415 | 13,376 | 19,971 | ||
Long-term accounts receivable - net of allowance | 10,314 | 12,322 | 14,481 | ||
Cemetery and funeral home property and equipment | 31,960 | 33,550 | 34,820 | ||
Merchandise trusts | 519,529 | 488,248 | 515,456 | ||
Perpetual care trusts | 343,028 | 330,562 | 339,928 | ||
Deferred selling and obtaining costs | 17,785 | 18,444 | 21,588 | ||
Intangible assets | 56,375 | ||||
Goodwill and intangible assets | 60,607 | 61,759 | |||
Other assets | 2,779 | 2,924 | 2,784 | ||
Total assets | 995,185 | 960,033 | 1,010,787 | ||
Liabilities, Redeemable Convertible Preferred Units and Partners’ Deficit | |||||
Total current liabilities | 1,520 | 1,400 | 1,354 | ||
Deferred revenues | 113,091 | 111,802 | 105,641 | ||
Perpetual care trust corpus | 343,028 | 330,562 | 339,928 | ||
Other long-term liabilities | 16,384 | 15,230 | 14,184 | ||
Investments in and amounts due to affiliates eliminated upon consolidation | 570,954 | ||||
Due to affiliates | 543,543 | 576,025 | |||
Total liabilities | 1,044,977 | 1,002,537 | 1,037,132 | ||
Partners’ capital (deficit) | (49,792) | (42,502) | (26,345) | ||
Total liabilities, redeemable convertible preferred units and partners’ deficit | 995,185 | 960,035 | 1,010,787 | ||
Eliminations | |||||
Current assets: | |||||
Investments in and amounts due from affiliates eliminated upon consolidation | (649,920) | (601,286) | (799,565) | ||
Total assets | (649,920) | (601,286) | (799,565) | ||
Liabilities, Redeemable Convertible Preferred Units and Partners’ Deficit | |||||
Investments in and amounts due to affiliates eliminated upon consolidation | (877,216) | ||||
Due to affiliates | (717,156) | (749,123) | |||
Total liabilities | (877,216) | (717,156) | (749,123) | ||
Partners’ capital (deficit) | 227,296 | 115,870 | (50,442) | ||
Total liabilities, redeemable convertible preferred units and partners’ deficit | $ (649,920) | $ (601,286) | $ (799,565) |
SUPPLEMENTAL CONDENSED CONSOL_5
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Statements Captions [Line Items] | |||||||||||||||
Revenues | $ 73,151 | $ 83,425 | $ 73,185 | $ 81,571 | $ 77,945 | $ 85,295 | $ 84,034 | $ 85,952 | $ 82,946 | $ 223,115 | $ 232,701 | $ 316,126 | $ 338,227 | ||
Total costs and expenses | (79,592) | (83,201) | (245,678) | (259,481) | |||||||||||
Other income (loss) | (129) | 702 | (3,558) | (4,503) | (11,504) | (46,761) | |||||||||
Interest expense | (12,765) | (7,638) | (35,282) | (22,858) | (30,602) | (27,345) | |||||||||
Loss on debt extinguishment | (8,478) | ||||||||||||||
Loss on impairment of goodwill | (24,862) | (24,862) | (45,574) | ||||||||||||
Loss from operations before income taxes | (44,197) | (16,952) | (94,743) | (54,141) | (74,496) | (84,779) | |||||||||
Income tax benefit (expense) | 1,545 | (273) | (4,841) | 1,976 | 1,797 | 9,621 | |||||||||
Net loss | (42,652) | $ (34,398) | $ (22,534) | $ (20,534) | (17,225) | $ (17,017) | $ (17,923) | $ (45,439) | $ (9,576) | $ (11,582) | $ (8,561) | (99,584) | (52,165) | (72,699) | (75,158) |
Total costs and expenses | (18,362) | (19,407) | (57,245) | (57,828) | (348,516) | (348,900) | |||||||||
Parent | |||||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||||
Net loss from equity investment in subsidiaries | (42,652) | (15,867) | (94,405) | (48,090) | (63,084) | (69,724) | |||||||||
Interest expense | (1,358) | (4,241) | (4,075) | (5,434) | (5,434) | ||||||||||
Loss on debt extinguishment | (938) | ||||||||||||||
Loss from operations before income taxes | (42,652) | (17,225) | (99,584) | (52,165) | (68,518) | (75,158) | |||||||||
Net loss | (42,652) | (17,225) | (99,584) | (52,165) | (68,518) | (75,158) | |||||||||
Subsidiary Issuer | |||||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||||
Revenues | 1,257 | 1,513 | 4,260 | 4,563 | 6,382 | 7,788 | |||||||||
Total costs and expenses | (3,336) | (3,192) | (11,894) | (10,278) | |||||||||||
Other income (loss) | (445) | ||||||||||||||
Net loss from equity investment in subsidiaries | (33,050) | (13,280) | (74,333) | (40,382) | (54,573) | (71,281) | |||||||||
Interest expense | (2,087) | (5,909) | (6,261) | (8,348) | (8,348) | ||||||||||
Loss on debt extinguishment | (1,441) | ||||||||||||||
Loss from operations before income taxes | (35,129) | (17,046) | (89,317) | (52,358) | (70,650) | (84,147) | |||||||||
Net loss | (35,129) | (17,046) | (89,317) | (52,358) | (70,650) | (84,147) | |||||||||
Total costs and expenses | (13,666) | (12,306) | |||||||||||||
Guarantor Subsidiaries | |||||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||||
Revenues | 61,520 | 61,254 | 187,021 | 196,638 | 266,550 | 279,399 | |||||||||
Total costs and expenses | (64,596) | (68,979) | (197,511) | (214,804) | |||||||||||
Other income (loss) | (129) | 702 | (1,475) | (4,503) | (9,510) | (46,761) | |||||||||
Interest expense | (12,486) | (3,935) | (24,311) | (11,755) | (15,787) | (12,623) | |||||||||
Loss on debt extinguishment | (6,099) | ||||||||||||||
Loss on impairment of goodwill | (24,206) | (24,206) | |||||||||||||
Loss from operations before income taxes | (39,897) | (10,958) | (66,581) | (34,424) | (44,325) | (70,835) | |||||||||
Income tax benefit (expense) | 1,545 | (273) | (4,841) | 1,976 | 1,797 | 9,621 | |||||||||
Net loss | (38,352) | (11,231) | (71,422) | (32,448) | (42,528) | (61,214) | |||||||||
Total costs and expenses | (285,578) | (290,850) | |||||||||||||
Non-Guarantor Subsidiaries | |||||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||||
Revenues | 12,154 | 12,116 | 36,354 | 38,390 | 52,271 | 58,981 | |||||||||
Total costs and expenses | (13,440) | (12,728) | (40,793) | (41,289) | |||||||||||
Other income (loss) | (2,083) | (1,549) | |||||||||||||
Interest expense | (279) | (258) | (821) | (767) | (1,033) | (940) | |||||||||
Loss on impairment of goodwill | (656) | (656) | |||||||||||||
Loss from operations before income taxes | (2,221) | (870) | (7,999) | (3,666) | (8,660) | 4,356 | |||||||||
Net loss | (2,221) | (870) | (7,999) | (3,666) | (8,660) | 4,356 | |||||||||
Total costs and expenses | (58,349) | (53,685) | |||||||||||||
Eliminations | |||||||||||||||
Condensed Financial Statements Captions [Line Items] | |||||||||||||||
Revenues | (1,780) | (1,698) | (4,520) | (6,890) | (9,077) | (7,941) | |||||||||
Total costs and expenses | 1,780 | 1,698 | 4,520 | 6,890 | |||||||||||
Net loss from equity investment in subsidiaries | 75,702 | 29,147 | 168,738 | 88,472 | 117,657 | 141,005 | |||||||||
Loss from operations before income taxes | 75,702 | 29,147 | 168,738 | 88,472 | 117,657 | 141,005 | |||||||||
Net loss | $ 75,702 | $ 29,147 | $ 168,738 | $ 88,472 | 117,657 | 141,005 | |||||||||
Total costs and expenses | $ 9,077 | $ 7,941 |
SUPPLEMENTAL CONDENSED CONSOL_6
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Statements Captions [Line Items] | ||||
Net cash used in (provided by) operating activities | $ (26,755) | $ 19,411 | $ 26,457 | $ 14,976 |
Cash Flows From Investing Activities: | ||||
Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales | (4,493) | (10,877) | (12,563) | (8,921) |
Net cash used in investing activities | (4,493) | (10,877) | (12,563) | (8,921) |
Cash Flows From Financing Activities: | ||||
Cash distributions | (24,545) | |||
Proceeds from issuance of redeemable convertible preferred units, net | 57,500 | |||
Net borrowings and repayments of debt | 38,345 | (4,044) | 1,387 | 14,341 |
Proceeds from issuance of common units | 0 | |||
Other financing activities | (18,649) | (3,268) | (3,955) | (1,600) |
Net cash provided by (used in) financing activities | 77,196 | (7,312) | (2,568) | (11,804) |
Net increase in cash, cash equivalents and restricted cash | 45,948 | 1,222 | 11,326 | (5,749) |
Cash, cash equivalents and restricted cash—Beginning of period | 18,147 | 6,821 | 6,821 | 12,570 |
Cash, cash equivalents and restricted cash—End of period | 64,095 | 8,043 | 18,147 | 6,821 |
Parent | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Net cash used in (provided by) operating activities | 24,545 | |||
Cash Flows From Investing Activities: | ||||
Payments to affiliates | (57,500) | |||
Net cash used in investing activities | (57,500) | |||
Cash Flows From Financing Activities: | ||||
Cash distributions | (24,545) | |||
Proceeds from issuance of redeemable convertible preferred units, net | 57,500 | |||
Net cash provided by (used in) financing activities | 57,500 | (24,545) | ||
Subsidiary Issuer | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Net cash used in (provided by) operating activities | 212 | 363 | 370 | 103 |
Cash Flows From Investing Activities: | ||||
Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales | (188) | (363) | (370) | (103) |
Net cash used in investing activities | (188) | (363) | (370) | (103) |
Cash Flows From Financing Activities: | ||||
Net borrowings and repayments of debt | (24) | |||
Net cash provided by (used in) financing activities | (24) | |||
Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Net cash used in (provided by) operating activities | (16,712) | 29,462 | 39,943 | 28,488 |
Cash Flows From Investing Activities: | ||||
Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales | (4,158) | (9,888) | (11,510) | (7,831) |
Net cash used in investing activities | (4,158) | (9,888) | (11,510) | (7,831) |
Cash Flows From Financing Activities: | ||||
Payments from (to) affiliates | 47,350 | (10,336) | (13,782) | (38,327) |
Net borrowings and repayments of debt | 38,517 | (4,044) | 1,387 | 14,341 |
Other financing activities | (18,649) | (3,268) | (3,955) | (1,600) |
Net cash provided by (used in) financing activities | 67,218 | (17,648) | (16,350) | (25,586) |
Net increase in cash, cash equivalents and restricted cash | 46,348 | 1,926 | 12,082 | (4,929) |
Cash, cash equivalents and restricted cash—Beginning of period | 16,298 | 4,216 | 4,216 | 9,145 |
Cash, cash equivalents and restricted cash—End of period | 62,646 | 6,142 | 16,298 | 4,216 |
Non-Guarantor Subsidiaries | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Net cash used in (provided by) operating activities | (105) | (78) | (73) | 167 |
Cash Flows From Investing Activities: | ||||
Cash paid for acquisitions and capital expenditures, net of proceeds from divestitures and asset sales | (147) | (626) | (683) | (987) |
Net cash used in investing activities | (147) | (626) | (683) | (987) |
Cash Flows From Financing Activities: | ||||
Net borrowings and repayments of debt | (148) | |||
Net cash provided by (used in) financing activities | (148) | |||
Net increase in cash, cash equivalents and restricted cash | (400) | (704) | (756) | (820) |
Cash, cash equivalents and restricted cash—Beginning of period | 1,849 | 2,605 | 2,605 | 3,425 |
Cash, cash equivalents and restricted cash—End of period | 1,449 | 1,901 | 1,849 | 2,605 |
Eliminations | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Net cash used in (provided by) operating activities | (10,150) | (10,336) | (13,783) | (38,327) |
Cash Flows From Investing Activities: | ||||
Payments to affiliates | 57,500 | |||
Net cash used in investing activities | 57,500 | |||
Cash Flows From Financing Activities: | ||||
Payments from (to) affiliates | (47,350) | 10,336 | 13,782 | 38,327 |
Net cash provided by (used in) financing activities | $ (47,350) | $ 10,336 | $ 13,782 | $ 38,327 |
SEGMENT INFORMATION - Additiona
SEGMENT INFORMATION - Additional Information (Detail) - Segment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 2 | 2 |
SEGMENT INFORMATION - Segment I
SEGMENT INFORMATION - Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenues | $ 73,151 | $ 83,425 | $ 73,185 | $ 81,571 | $ 77,945 | $ 85,295 | $ 84,034 | $ 85,952 | $ 82,946 | $ 223,115 | $ 232,701 | $ 316,126 | $ 338,227 | ||||
Depreciation and amortization | (2,647) | (2,737) | (8,120) | (8,853) | (11,736) | (13,183) | |||||||||||
Segment profit | 5,346 | (5,610) | 3,087 | (8,738) | (8,026) | (4,163) | (2,348) | (3,113) | (1,049) | 16,179 | 13,832 | 21,846 | 42,485 | ||||
Corporate overhead | (11,595) | (12,876) | (38,145) | (39,868) | (53,281) | (51,964) | |||||||||||
Corporate depreciation and amortization | (192) | (227) | (597) | (744) | (955) | (1,194) | |||||||||||
Other gains (losses), net | (129) | 702 | (3,558) | (4,503) | |||||||||||||
Loss on debt extinguishment | (8,478) | ||||||||||||||||
Loss on impairment of goodwill | (24,862) | (24,862) | (45,574) | ||||||||||||||
Interest expense | (12,765) | (7,638) | (35,282) | (22,858) | (30,602) | (27,345) | |||||||||||
Income tax benefit (expense) | 1,545 | (273) | (4,841) | 1,976 | 1,797 | 9,621 | |||||||||||
Net loss | (42,652) | $ (34,398) | $ (22,534) | (20,534) | (17,225) | $ (17,017) | $ (17,923) | (45,439) | $ (9,576) | $ (11,582) | $ (8,561) | (99,584) | (52,165) | (72,699) | (75,158) | ||
Capital expenditures | 905 | 2,538 | 5,743 | 10,164 | 12,172 | 10,789 | |||||||||||
Total assets | 1,730,523 | 1,669,101 | 1,756,082 | 1,730,523 | 1,669,101 | 1,756,082 | $ 1,722,863 | ||||||||||
Goodwill | 24,862 | 24,862 | 24,862 | 24,862 | $ 24,862 | $ 70,436 | |||||||||||
Other losses, net | (11,504) | (1,187) | |||||||||||||||
Cemetery | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenues | 60,750 | 61,405 | 184,288 | 191,328 | 261,935 | 276,696 | |||||||||||
Operating costs and expenses | (54,681) | (57,440) | (166,777) | (176,925) | (238,974) | (233,950) | |||||||||||
Depreciation and amortization | (1,853) | (1,858) | (5,735) | (6,043) | (8,037) | (8,909) | |||||||||||
Goodwill | 24,862 | 24,862 | 24,862 | 24,862 | 24,862 | ||||||||||||
Funeral Home | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Revenues | 12,401 | 11,780 | 38,827 | 41,373 | 54,191 | 61,531 | |||||||||||
Operating costs and expenses | (10,669) | (10,148) | (32,636) | (33,835) | (44,525) | (49,803) | |||||||||||
Depreciation and amortization | (602) | (652) | (1,788) | (2,066) | (2,744) | (3,080) | |||||||||||
Loss on impairment of goodwill | (45,574) | ||||||||||||||||
Goodwill | $ 45,574 | ||||||||||||||||
Operating | Cemetery | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Segment profit | 4,216 | 2,107 | 11,776 | 8,360 | 14,924 | 33,837 | |||||||||||
Capital expenditures | 411 | 2,105 | 4,222 | 9,378 | 9,025 | 10,048 | |||||||||||
Total assets | 1,507,873 | 1,508,667 | 1,594,091 | 1,507,873 | 1,508,667 | 1,594,091 | |||||||||||
Operating | Funeral Home | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Segment profit | 1,130 | 980 | 4,403 | 5,472 | 6,922 | 8,648 | |||||||||||
Capital expenditures | 465 | 246 | 1,447 | 465 | 2,839 | 426 | |||||||||||
Total assets | 146,708 | 136,064 | 152,934 | 146,708 | 136,064 | 152,934 | |||||||||||
Corporate | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Capital expenditures | 29 | $ 187 | 74 | $ 321 | 308 | 315 | |||||||||||
Total assets | $ 75,942 | $ 24,370 | $ 9,057 | $ 75,942 | $ 24,370 | $ 9,057 |
SUPPLEMENTAL CONSOLIDATED CAS_3
SUPPLEMENTAL CONSOLIDATED CASH FLOW INFORMATION - Schedule of Cash Flow, Supplemental Disclosures (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts Receivable | ||||
Pre-need/at-need contract originations (sales on credit) | $ (88,296) | $ (95,267) | $ (126,199) | $ (104,896) |
Cash receipts from sales on credit (post-origination) | 73,991 | 100,841 | 130,697 | 87,822 |
Changes in accounts receivable, net of allowance | (14,305) | 5,574 | 4,498 | (17,074) |
Deferrals: | ||||
Cash receipts from customer deposits at origination, net of refunds | 107,847 | 114,132 | 146,279 | 146,624 |
Withdrawals of realized income from merchandise trusts during the period | 6,699 | 13,815 | 15,582 | 12,551 |
Pre-need/at-need contract originations (sales on credit) | 88,296 | 95,267 | 126,199 | 104,896 |
Undistributed merchandise trust investment earnings, net | 8,367 | 357 | (2,725) | (36,461) |
Recognition: | ||||
Merchandise trust investment income, net withdrawn as of end of period | (6,985) | (7,211) | (9,618) | (11,738) |
Recognized maturities of customer contracts collected as of end of period | (155,915) | (137,265) | (188,897) | (199,074) |
Recognized maturities of customer contracts uncollected as of end of period | (24,449) | (38,734) | (49,415) | (25,847) |
Changes in customer contract liabilities | $ 23,860 | $ 40,361 | $ 37,405 | $ (9,049) |
GENERAL - Additional Informatio
GENERAL - Additional Information (Detail) $ / shares in Units, $ in Thousands | May 10, 2019USD ($) | Sep. 30, 2019USD ($)PropertyStateshares | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)PropertyState | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)Property | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Sep. 30, 2019USD ($)PropertyStateSegmentshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)PropertyStateSegment | Dec. 31, 2017USD ($)Property | Oct. 01, 2019 | Sep. 01, 2019 | Aug. 01, 2019 | Jul. 01, 2019 | Jun. 27, 2019USD ($)$ / sharesshares | Jan. 01, 2019USD ($) | Sep. 27, 2018$ / sharesshares | Jan. 01, 2018USD ($) | Dec. 31, 2016USD ($) | Aug. 04, 2016 |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Total revenue derived from the cemeteries under agreements | $ 73,151 | $ 83,425 | $ 73,185 | $ 81,571 | $ 77,945 | $ 85,295 | $ 84,034 | $ 85,952 | $ 82,946 | $ 223,115 | $ 232,701 | $ 316,126 | $ 338,227 | |||||||||||||
Notes receivable interest, additional interest above prime rate | 3.75% | |||||||||||||||||||||||||
Number of reportable segments | Segment | 2 | 2 | ||||||||||||||||||||||||
Deferred selling and obtaining costs | $ 107,841 | |||||||||||||||||||||||||
Change in deferred selling and obtaining costs | $ 1,850 | 4,780 | $ 4,819 | 9,508 | ||||||||||||||||||||||
Inventories | 7,500 | 12,100 | 7,500 | 12,100 | ||||||||||||||||||||||
Accounts payable | 29,800 | 18,500 | 29,800 | 18,500 | ||||||||||||||||||||||
Accrued expenses | 21,700 | 15,900 | 21,700 | 15,900 | ||||||||||||||||||||||
Benefits and payroll liabilities | 6,900 | 5,700 | 6,900 | 5,700 | ||||||||||||||||||||||
Tax liabilities | 3,100 | 2,900 | 3,100 | 2,900 | ||||||||||||||||||||||
Increase in accrued expenses | 5,600 | |||||||||||||||||||||||||
Partners’ capital (deficit) | (104,025) | (6,578) | 91,696 | (104,025) | (6,578) | 91,696 | 63,599 | $ 190,354 | ||||||||||||||||||
Accounts receivable, net of allowance | 61,470 | 57,928 | 79,116 | 61,470 | 57,928 | 79,116 | 72,994 | |||||||||||||||||||
Long-term accounts receivable, net of allowance | 78,138 | 87,148 | 105,935 | 78,138 | 87,148 | 105,935 | 99,408 | |||||||||||||||||||
Remaining performance obligation | 29,212 | 23,422 | 29,212 | 23,422 | ||||||||||||||||||||||
Allowance for cancellation reserve | 12,900 | 12,900 | ||||||||||||||||||||||||
Customer refund liability | 2,100 | 2,100 | ||||||||||||||||||||||||
Other long-term liabilities | 51,940 | 42,108 | 38,695 | 51,940 | 42,108 | 38,695 | 42,169 | |||||||||||||||||||
Deferred tax liabilities | 11,264 | 6,675 | 9,638 | 11,264 | 6,675 | 9,638 | 9,271 | |||||||||||||||||||
Net loss | (42,652) | $ (34,398) | $ (22,534) | (20,534) | (17,225) | $ (17,017) | $ (17,923) | (45,439) | $ (9,576) | $ (11,582) | $ (8,561) | (99,584) | (52,165) | (72,699) | (75,158) | |||||||||||
Management lease loss | (2,100) | |||||||||||||||||||||||||
Preferred unit, aggregate purchase price | 57,500 | 57,500 | ||||||||||||||||||||||||
Cash and cash equivalents | 43,515 | 18,147 | 6,821 | 43,515 | 18,147 | 6,821 | 6,821 | $ 12,570 | ||||||||||||||||||
Restricted cash | 20,600 | 0 | $ 20,600 | 0 | ||||||||||||||||||||||
Lease renewal term description | Certain leases provide the Partnership with the option to renew for additional periods, with renewal terms that can extend the lease term for periods ranging from 1 to 30 years. | |||||||||||||||||||||||||
Operating lease ROU asset | 11,321 | $ 11,321 | ||||||||||||||||||||||||
Impact of Adoption of FASB ASC 606 | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Deferred selling and obtaining costs | (18,600) | |||||||||||||||||||||||||
Partners’ capital (deficit) | (28,100) | |||||||||||||||||||||||||
Accounts receivable, net of allowance | 11,400 | 11,400 | ||||||||||||||||||||||||
Long-term accounts receivable, net of allowance | 14,100 | 14,100 | ||||||||||||||||||||||||
Remaining performance obligation | $ 25,500 | 25,500 | ||||||||||||||||||||||||
Decrease of partners' capital related to timing of recognition of nonrefundable upfront fees | 6,400 | |||||||||||||||||||||||||
Other long-term liabilities | 3,500 | |||||||||||||||||||||||||
Deferred tax liabilities | $ 400 | |||||||||||||||||||||||||
Impact of Adoption of FASB ASC 606 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Total revenue derived from the cemeteries under agreements | 470 | |||||||||||||||||||||||||
Deferred selling and obtaining costs | (18,557) | (18,557) | ||||||||||||||||||||||||
Partners’ capital (deficit) | (28,097) | (28,097) | ||||||||||||||||||||||||
Accounts receivable, net of allowance | (6,122) | (6,122) | ||||||||||||||||||||||||
Long-term accounts receivable, net of allowance | (6,527) | (6,527) | ||||||||||||||||||||||||
Other long-term liabilities | 3,474 | 3,474 | ||||||||||||||||||||||||
Deferred tax liabilities | $ (367) | (367) | ||||||||||||||||||||||||
Net loss | $ 114 | |||||||||||||||||||||||||
ASC 842 | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Reclassification from Intangible assets to other assets for below market lease intangibles | $ 1,100 | |||||||||||||||||||||||||
Reclassification from accounts payable and accrued liabilities to other assets for deferred gain on sale leaseback transaction | 100 | |||||||||||||||||||||||||
Reclassification from other long term liabilities to other assets for deferred gain on sale leaseback transaction | 200 | |||||||||||||||||||||||||
Reclassification from accounts payable and accrued liabilities to other assets for rent | 300 | |||||||||||||||||||||||||
Reclassification from other long term Liabilities to other assets for rent | 3,500 | |||||||||||||||||||||||||
Increase in other assets for operating lease right of use assets | 15,300 | |||||||||||||||||||||||||
Increase in accounts payable and accrued liabilities for operating lease liabilities | 2,200 | |||||||||||||||||||||||||
Increase in other long term liabilities for operating lease liabilities. | 13,100 | |||||||||||||||||||||||||
Operating lease ROU asset | 12,300 | |||||||||||||||||||||||||
Operating lease liability | $ 14,326 | $ 14,326 | $ 15,300 | |||||||||||||||||||||||
Minimum | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Lease renewal term | 1 year | |||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Product sales, payment term | 60 months | 60 months | ||||||||||||||||||||||||
Liquid investments purchased with an original maturity | 3 months | 3 months | ||||||||||||||||||||||||
Lease renewal term | 30 years | |||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Scenario, Forecast | Tranche A Revolving Credit Facility | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Debt instrument, ticking fees, total | 3.00% | |||||||||||||||||||||||||
Debt instrument, ticking fees, PIK | 1.00% | 2.00% | ||||||||||||||||||||||||
Debt instrument, ticking fees, cash | 1.00% | 1.00% | 1.00% | |||||||||||||||||||||||
Merger and Reorganization Agreement | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Contribution of general partner shares | shares | 2,950,000 | |||||||||||||||||||||||||
General partner interest rate | 1.04% | |||||||||||||||||||||||||
Legal and other expenses | $ 2,100 | |||||||||||||||||||||||||
Merger and Reorganization Agreement | Stonemor GP Holdings LLC | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Contribution of common units | shares | 2,332,878 | |||||||||||||||||||||||||
Merger and Reorganization Agreement | StoneMor Inc. | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Contribution of common units | shares | 2,332,878 | |||||||||||||||||||||||||
Common units, par value | $ / shares | $ 0.01 | |||||||||||||||||||||||||
StoneMor Operating LLC | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Ownership percentage subsidiaries by the parent | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | 100.00% | ||||||||||||||||||||
Managed Properties | Cemetery Property | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Total revenue derived from the cemeteries under agreements | $ 52,300 | 59,000 | ||||||||||||||||||||||||
Cemetery | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Number of operating locations | Property | 30 | 31 | 30 | 31 | ||||||||||||||||||||||
Total revenue derived from the cemeteries under agreements | $ 60,750 | 61,405 | $ 184,288 | 191,328 | $ 261,935 | $ 276,696 | ||||||||||||||||||||
Cemetery | Held-for-sale | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Number of properties disposed | Property | 2 | 2 | 2 | 2 | ||||||||||||||||||||||
Cemetery | Consolidated Properties | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Number of operating locations | Property | 16 | 16 | 16 | 16 | ||||||||||||||||||||||
Cemetery | Unconsolidated Properties | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Number of operating locations | Property | 14 | 15 | 14 | 15 | ||||||||||||||||||||||
Funeral Home | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Total revenue derived from the cemeteries under agreements | $ 12,401 | $ 11,780 | $ 38,827 | $ 41,373 | $ 54,191 | $ 61,531 | ||||||||||||||||||||
Funeral Home | Held-for-sale | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Number of properties disposed | Property | 2 | 3 | 2 | 3 | ||||||||||||||||||||||
US and Puerto Rico | Cemetery | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Number of operating locations | Property | 321 | 322 | 321 | 322 | ||||||||||||||||||||||
Number of states | State | 27 | 27 | 27 | 27 | ||||||||||||||||||||||
US and Puerto Rico | Cemetery | Wholly Owned Properties | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Number of operating locations | Property | 291 | 291 | 291 | 291 | ||||||||||||||||||||||
US and Puerto Rico | Cemetery | Managed Properties | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Number of operating locations | Property | 30 | 31 | 30 | 31 | ||||||||||||||||||||||
US and Puerto Rico | Funeral Home | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Number of operating locations | Property | 89 | 90 | 89 | 90 | ||||||||||||||||||||||
Number of states | State | 17 | 17 | 17 | 17 | ||||||||||||||||||||||
US and Puerto Rico | Funeral Home | Cemetery Property | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Number of operating locations | Property | 42 | 42 | 42 | 42 | ||||||||||||||||||||||
Senior Secured Notes | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Long-term debt, gross | $ 376,166 | $ 376,166 | ||||||||||||||||||||||||
Fixed interest rate to be paid per annum in cash plus | 9.875% | 9.875% | ||||||||||||||||||||||||
Senior Secured Notes | Option Through January 30, 2022 - Payable in Kind | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Debt instrument | 4.00% | 4.00% | 4.00% | |||||||||||||||||||||||
Senior Secured Notes | Private Placement | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Long-term debt, gross | $ 385,000 | $ 385,000 | ||||||||||||||||||||||||
Senior Secured Notes | Private Placement | 9.875% notes, due 2024 | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Debt instrument | 9.875% | 9.875% | ||||||||||||||||||||||||
Senior Secured Notes | Private Placement | 11.500% notes, due 2024 | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Debt instrument | 11.50% | 11.50% | ||||||||||||||||||||||||
Senior Notes | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Preferred units, sold | shares | 52,083,333 | 52,083,333 | ||||||||||||||||||||||||
Preferred unit, aggregate purchase price | $ 57,500 | $ 57,500 | ||||||||||||||||||||||||
Senior Notes | Private Placement | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Long-term debt, gross | $ 385,000 | $ 385,000 | ||||||||||||||||||||||||
Series A Redeemable Convertible Preferred Unit | Series A Purchase Agreement | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Preferred units, sold | shares | 52,083,333 | |||||||||||||||||||||||||
Preferred unit sold, price per share | $ / shares | $ 1.1040 | |||||||||||||||||||||||||
Preferred unit, liquidation preference discount percentage | 8.00% | |||||||||||||||||||||||||
Preferred unit, aggregate purchase price | $ 57,500 | |||||||||||||||||||||||||
Other Losses, Net | ||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | ||||||||||||||||||||||||||
Management lease loss | $ 2,100 |
GENERAL - Reclassification and
GENERAL - Reclassification and Adjustment of Revenues for Cemetery Operations to Corresponding Presentation in Consolidated Statement of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||||||||||||
Revenues | $ 73,151 | $ 83,425 | $ 73,185 | $ 81,571 | $ 77,945 | $ 85,295 | $ 84,034 | $ 85,952 | $ 82,946 | $ 223,115 | $ 232,701 | $ 316,126 | $ 338,227 |
Cemetery | |||||||||||||
Revenues: | |||||||||||||
Revenues | 60,750 | 61,405 | 184,288 | 191,328 | 261,935 | 276,696 | |||||||
Cemetery | Interments | |||||||||||||
Revenues: | |||||||||||||
Revenues | 15,605 | 17,716 | 52,544 | 58,130 | 76,902 | 75,077 | |||||||
Cemetery | Merchandise | |||||||||||||
Revenues: | |||||||||||||
Revenues | 18,014 | 18,023 | 51,870 | 51,766 | 75,412 | 75,602 | |||||||
Cemetery | Services | |||||||||||||
Revenues: | |||||||||||||
Revenues | 17,068 | 16,419 | 50,400 | 50,647 | 67,278 | 70,704 | |||||||
Cemetery | Investment and other | |||||||||||||
Revenues: | |||||||||||||
Revenues | $ 10,063 | $ 9,247 | $ 29,474 | $ 30,785 | $ 42,343 | 55,313 | |||||||
Cemetery | 2017 As Previously Reported | |||||||||||||
Revenues: | |||||||||||||
Revenues | 276,696 | ||||||||||||
Cemetery | 2017 As Previously Reported | Merchandise | |||||||||||||
Revenues: | |||||||||||||
Revenues | 159,546 | ||||||||||||
Cemetery | 2017 As Previously Reported | Services | |||||||||||||
Revenues: | |||||||||||||
Revenues | 62,435 | ||||||||||||
Cemetery | 2017 As Previously Reported | Investment and other | |||||||||||||
Revenues: | |||||||||||||
Revenues | 54,715 | ||||||||||||
Cemetery | Reclassifications | Interments | |||||||||||||
Revenues: | |||||||||||||
Revenues | 75,077 | ||||||||||||
Cemetery | Reclassifications | Merchandise | |||||||||||||
Revenues: | |||||||||||||
Revenues | (83,944) | ||||||||||||
Cemetery | Reclassifications | Services | |||||||||||||
Revenues: | |||||||||||||
Revenues | 8,269 | ||||||||||||
Cemetery | Reclassifications | Investment and other | |||||||||||||
Revenues: | |||||||||||||
Revenues | $ 598 |
GENERAL - Assets Held for Sale
GENERAL - Assets Held for Sale (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | $ 757 | $ 1,016 | $ 1,016 |
Held-for-sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | 757 | 1,016 | |
Held-for-sale | Cemetery property | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | 350 | 128 | |
Held-for-sale | Buildings and improvements | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | $ 407 | 718 | |
Held-for-sale | Funeral home land | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Assets held for sale | $ 170 |
GENERAL - Estimated Useful Live
GENERAL - Estimated Useful Lives of Properties and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Buildings and improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Buildings and improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | over the shorter of the term of the lease or the life of the asset |
GENERAL - Cumulative Effect of
GENERAL - Cumulative Effect of Adopting New Revenue Standard Impacted Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||||
Cash and cash equivalents, excluding restricted cash | $ 43,515 | $ 18,147 | $ 6,821 | $ 6,821 | $ 12,570 |
Accounts receivable, net of allowance | 61,470 | 57,928 | 72,994 | 79,116 | |
Prepaid expenses | 5,630 | 4,475 | 4,580 | 4,580 | |
Assets held for sale | 757 | 1,016 | 1,016 | ||
Other current assets | 18,148 | 17,766 | 21,453 | 21,453 | |
Total current assets | 149,343 | 98,316 | 106,864 | 112,986 | |
Long-term accounts receivable - net of allowance | 78,138 | 87,148 | 99,408 | 105,935 | |
Cemetery property | 328,612 | 330,841 | 331,384 | 333,404 | |
Property and equipment, net of accumulated depreciation | 108,992 | 112,716 | 114,090 | 114,090 | |
Merchandise trusts, restricted, at fair value | 519,529 | 488,248 | 515,456 | 515,456 | |
Perpetual care trusts, restricted, at fair value | 343,028 | 330,562 | 339,928 | 339,928 | |
Deferred selling and obtaining costs | 107,841 | ||||
Deferred tax assets | 55 | 86 | 91 | 84 | |
Goodwill | 24,862 | 24,862 | 24,862 | 70,436 | |
Intangible assets | 56,562 | 61,421 | 63,244 | 63,244 | |
Other assets | 32,663 | 22,241 | 19,695 | 19,695 | |
Total assets | 1,730,523 | 1,669,101 | 1,722,863 | 1,756,082 | |
Current liabilities | |||||
Accounts payable and accrued liabilities | 64,585 | 59,035 | 44,352 | 43,023 | |
Accrued interest | 1,967 | 1,781 | 1,781 | ||
Current portion, long-term debt | 503 | 798 | 1,002 | 1,002 | |
Total current liabilities | 65,088 | 61,800 | 47,135 | 45,806 | |
Long-term debt, net of deferred financing costs | 362,173 | 320,248 | 317,693 | 317,693 | |
Customer contract liabilities, net | 943,555 | 914,286 | 903,068 | 912,626 | |
Deferred tax liabilities | 11,264 | 6,675 | 9,271 | 9,638 | |
Perpetual care trust corpus | 343,028 | 330,562 | 339,928 | 339,928 | |
Other long term liabilities | 51,940 | 42,108 | 42,169 | 38,695 | |
Total liabilities | 1,777,048 | 1,675,679 | 1,659,264 | 1,664,386 | |
Partners' capital | |||||
General partner | (5,026) | (4,008) | (3,251) | (2,959) | |
Common partner | (98,999) | (2,570) | 66,850 | 94,655 | |
Total partners' equity | (104,025) | (6,578) | 63,599 | 91,696 | $ 190,354 |
Total liabilities and partners' equity | $ 1,730,523 | 1,669,101 | 1,722,863 | 1,756,082 | |
Impact of Adoption of FASB ASC 606 | |||||
Current assets: | |||||
Accounts receivable, net of allowance | 11,400 | ||||
Long-term accounts receivable - net of allowance | $ 14,100 | ||||
Deferred selling and obtaining costs | (18,600) | ||||
Current liabilities | |||||
Deferred tax liabilities | 400 | ||||
Other long term liabilities | 3,500 | ||||
Partners' capital | |||||
Total partners' equity | $ (28,100) | ||||
Impact of Adoption of FASB ASC 606 | Balances if Reported Under FASB ASC 605 | |||||
Current assets: | |||||
Cash and cash equivalents, excluding restricted cash | 6,821 | ||||
Accounts receivable, net of allowance | 79,116 | ||||
Prepaid expenses | 4,580 | ||||
Assets held for sale | 1,016 | ||||
Other current assets | 21,453 | ||||
Total current assets | 112,986 | ||||
Long-term accounts receivable - net of allowance | 105,935 | ||||
Cemetery property | 333,404 | ||||
Property and equipment, net of accumulated depreciation | 114,090 | ||||
Merchandise trusts, restricted, at fair value | 515,456 | ||||
Perpetual care trusts, restricted, at fair value | 339,928 | ||||
Deferred selling and obtaining costs | 126,398 | ||||
Deferred tax assets | 84 | ||||
Goodwill | 24,862 | ||||
Intangible assets | 63,244 | ||||
Other assets | 19,695 | ||||
Total assets | 1,756,082 | ||||
Current liabilities | |||||
Accounts payable and accrued liabilities | 43,023 | ||||
Accrued interest | 1,781 | ||||
Current portion, long-term debt | 1,002 | ||||
Total current liabilities | 45,806 | ||||
Long-term debt, net of deferred financing costs | 317,693 | ||||
Customer contract liabilities, net | 912,626 | ||||
Deferred tax liabilities | 9,638 | ||||
Perpetual care trust corpus | 339,928 | ||||
Other long term liabilities | 38,695 | ||||
Total liabilities | 1,664,386 | ||||
Partners' capital | |||||
General partner | (2,959) | ||||
Common partner | 94,655 | ||||
Total partners' equity | 91,696 | ||||
Total liabilities and partners' equity | 1,756,082 | ||||
Impact of Adoption of FASB ASC 606 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||
Current assets: | |||||
Accounts receivable, net of allowance | (6,122) | ||||
Total current assets | (6,122) | ||||
Long-term accounts receivable - net of allowance | (6,527) | ||||
Cemetery property | (2,020) | ||||
Deferred selling and obtaining costs | (18,557) | ||||
Deferred tax assets | 7 | ||||
Total assets | (33,219) | ||||
Current liabilities | |||||
Accounts payable and accrued liabilities | 1,329 | ||||
Total current liabilities | 1,329 | ||||
Customer contract liabilities, net | (9,558) | ||||
Deferred tax liabilities | (367) | ||||
Other long term liabilities | 3,474 | ||||
Total liabilities | (5,122) | ||||
Partners' capital | |||||
General partner | (292) | ||||
Common partner | (27,805) | ||||
Total partners' equity | (28,097) | ||||
Total liabilities and partners' equity | $ (33,219) |
GENERAL - Cumulative Effect o_2
GENERAL - Cumulative Effect of Adopting New Revenue Standard Impacted Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||||||||||||||
Revenues | $ 73,151 | $ 83,425 | $ 73,185 | $ 81,571 | $ 77,945 | $ 85,295 | $ 84,034 | $ 85,952 | $ 82,946 | $ 223,115 | $ 232,701 | $ 316,126 | $ 338,227 | ||
Costs and Expenses: | |||||||||||||||
Cost of goods sold | 10,677 | 12,866 | 31,263 | 39,387 | 54,647 | 51,899 | |||||||||
Selling expense | 14,609 | 14,251 | 44,839 | 47,673 | 62,538 | 66,083 | |||||||||
General and administrative expense | 11,033 | 10,916 | 33,430 | 32,037 | 43,081 | 39,111 | |||||||||
Corporate overhead | 11,595 | 12,876 | 38,145 | 39,868 | 53,281 | 51,964 | |||||||||
Depreciation and amortization | 2,647 | 2,737 | 8,120 | 8,853 | 11,736 | 13,183 | |||||||||
Total costs and expenses | 18,362 | 19,407 | 57,245 | 57,828 | 348,516 | 348,900 | |||||||||
Gain on acquisitions and divestitures | 691 | 858 | |||||||||||||
Other losses, net | (12,195) | (2,045) | |||||||||||||
Interest expense | (12,765) | (7,638) | (35,282) | (22,858) | (30,602) | (27,345) | |||||||||
Loss from operations before income taxes | (44,197) | (16,952) | (94,743) | (54,141) | (74,496) | (84,779) | |||||||||
Income tax benefit (expense) | 1,545 | (273) | (4,841) | 1,976 | 1,797 | 9,621 | |||||||||
Net loss | (42,652) | $ (34,398) | $ (22,534) | $ (20,534) | (17,225) | $ (17,017) | $ (17,923) | $ (45,439) | $ (9,576) | $ (11,582) | $ (8,561) | (99,584) | (52,165) | (72,699) | (75,158) |
Cemetery | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 60,750 | 61,405 | 184,288 | 191,328 | 261,935 | 276,696 | |||||||||
Costs and Expenses: | |||||||||||||||
Depreciation and amortization | 1,853 | 1,858 | 5,735 | 6,043 | 8,037 | 8,909 | |||||||||
Total costs and expenses | 78,708 | 76,857 | |||||||||||||
Cemetery | Interments | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 15,605 | 17,716 | 52,544 | 58,130 | 76,902 | 75,077 | |||||||||
Cemetery | Merchandise | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 18,014 | 18,023 | 51,870 | 51,766 | 75,412 | 75,602 | |||||||||
Cemetery | Services | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 17,068 | 16,419 | 50,400 | 50,647 | 67,278 | 70,704 | |||||||||
Cemetery | Investment and other | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 10,063 | 9,247 | 29,474 | 30,785 | 42,343 | 55,313 | |||||||||
Funeral Home | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 12,401 | 11,780 | 38,827 | 41,373 | 54,191 | 61,531 | |||||||||
Costs and Expenses: | |||||||||||||||
Depreciation and amortization | 602 | 652 | 1,788 | 2,066 | 2,744 | 3,080 | |||||||||
Funeral Home | Merchandise | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 5,572 | 5,581 | 17,920 | 19,532 | 25,652 | 27,767 | |||||||||
Costs and Expenses: | |||||||||||||||
Total costs and expenses | 6,579 | 7,131 | |||||||||||||
Funeral Home | Services | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | $ 6,829 | $ 6,199 | $ 20,907 | $ 21,841 | 28,539 | 33,764 | |||||||||
Costs and Expenses: | |||||||||||||||
Total costs and expenses | 22,159 | 22,929 | |||||||||||||
Funeral Home | Investment and other | |||||||||||||||
Costs and Expenses: | |||||||||||||||
Total costs and expenses | 15,787 | $ 19,743 | |||||||||||||
Impact of Adoption of FASB ASC 606 | Balances if Reported Under FASB ASC 605 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 315,656 | ||||||||||||||
Costs and Expenses: | |||||||||||||||
Cost of goods sold | 55,934 | ||||||||||||||
Selling expense | 60,763 | ||||||||||||||
General and administrative expense | 42,720 | ||||||||||||||
Corporate overhead | 53,281 | ||||||||||||||
Depreciation and amortization | 11,736 | ||||||||||||||
Total costs and expenses | 347,677 | ||||||||||||||
Gain on acquisitions and divestitures | 691 | ||||||||||||||
Other losses, net | (12,195) | ||||||||||||||
Interest expense | (30,602) | ||||||||||||||
Loss from operations before income taxes | (74,127) | ||||||||||||||
Income tax benefit (expense) | 1,314 | ||||||||||||||
Net loss | (72,813) | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 470 | ||||||||||||||
Costs and Expenses: | |||||||||||||||
Cost of goods sold | (1,287) | ||||||||||||||
Selling expense | 1,775 | ||||||||||||||
General and administrative expense | 361 | ||||||||||||||
Total costs and expenses | 839 | ||||||||||||||
Loss from operations before income taxes | (369) | ||||||||||||||
Income tax benefit (expense) | 483 | ||||||||||||||
Net loss | 114 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Cemetery | Balances if Reported Under FASB ASC 605 | |||||||||||||||
Costs and Expenses: | |||||||||||||||
Total costs and expenses | 78,708 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Cemetery | Interments | Balances if Reported Under FASB ASC 605 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 69,111 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Cemetery | Interments | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 7,791 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Cemetery | Merchandise | Balances if Reported Under FASB ASC 605 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 69,578 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Cemetery | Merchandise | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 5,834 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Cemetery | Services | Balances if Reported Under FASB ASC 605 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 68,642 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Cemetery | Services | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | (1,364) | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Cemetery | Investment and other | Balances if Reported Under FASB ASC 605 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 53,787 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Cemetery | Investment and other | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | (11,444) | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Funeral Home | Merchandise | Balances if Reported Under FASB ASC 605 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 25,540 | ||||||||||||||
Costs and Expenses: | |||||||||||||||
Total costs and expenses | 6,579 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Funeral Home | Merchandise | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 112 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Funeral Home | Services | Balances if Reported Under FASB ASC 605 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | 28,998 | ||||||||||||||
Costs and Expenses: | |||||||||||||||
Total costs and expenses | 22,201 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Funeral Home | Services | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||||||||||||
Revenues: | |||||||||||||||
Revenues | (459) | ||||||||||||||
Costs and Expenses: | |||||||||||||||
Total costs and expenses | (42) | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Funeral Home | Investment and other | Balances if Reported Under FASB ASC 605 | |||||||||||||||
Costs and Expenses: | |||||||||||||||
Total costs and expenses | 15,755 | ||||||||||||||
Impact of Adoption of FASB ASC 606 | Funeral Home | Investment and other | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||||||||||||
Costs and Expenses: | |||||||||||||||
Total costs and expenses | $ 32 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Detail) $ in Thousands | Jan. 19, 2018USD ($)Property | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||
Payments to acquire businesses | $ 1,667 | $ 1,667 | |
Cemetery Properties In Wisconsin | |||
Business Acquisition [Line Items] | |||
Number of properties acquired | Property | 6 | ||
Consideration paid - cash | $ 2,500 | ||
Payments to acquire businesses | $ 800 |
IMPAIRMENT & OTHER LOSSES - Add
IMPAIRMENT & OTHER LOSSES - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($)Property | Dec. 31, 2017USD ($)Property | Jan. 01, 2018USD ($) | |
Impairment And Other Losses [Line Items] | |||||
Inventory impairment charges | $ 3,400 | ||||
Estimated impairment loss related to damaged and unusable merchandise | 8,900 | ||||
Impairment of cemetery property | $ 1,500 | 2,800 | |||
Property and equipment, net of accumulated depreciation | $ 108,992 | 108,992 | $ 112,716 | $ 114,090 | $ 114,090 |
Goodwill impairment charge | $ 24,862 | 24,862 | 45,574 | ||
Loss on management agreement | $ 2,100 | ||||
Impaired funeral homes | |||||
Impairment And Other Losses [Line Items] | |||||
Number of properties impaired | Property | 2 | ||||
Property and equipment, net of accumulated depreciation | $ 500 | $ 900 | |||
Impaired funeral homes | Held-for-sale | |||||
Impairment And Other Losses [Line Items] | |||||
Number of properties disposed | Property | 2 | 2 | |||
Other Gains (Losses), Net | |||||
Impairment And Other Losses [Line Items] | |||||
Asset impairment charges | $ 200 | $ 1,000 | |||
Other Gains (Losses), Net | Impaired funeral homes | |||||
Impairment And Other Losses [Line Items] | |||||
Asset impairment charges | $ 0 | $ 400 |
ACCOUNTS RECEIVABLE, NET OF A_5
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE - Schedule of Accounts Receivable, Net of Allowance (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||||
Customer receivables | $ 162,967 | $ 167,017 | $ 225,380 | |
Unearned finance income | (17,254) | (17,000) | (20,534) | |
Allowance for contract cancellations | (6,105) | (4,941) | (19,795) | |
Accounts receivable, net of allowance | 139,608 | 145,076 | 185,051 | |
Less: Current portion, net of allowance | 61,470 | 57,928 | $ 72,994 | 79,116 |
Long-term portion, net of allowance | $ 78,138 | $ 87,148 | $ 99,408 | $ 105,935 |
ACCOUNTS RECEIVABLE, NET OF A_6
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE - Activity in Allowance for Contract Cancellations (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Balance, beginning of period | $ 4,941 | $ 19,795 | $ 19,795 | |
Provision for cancellations | 5,380 | 3,776 | 7,358 | $ 6,244 |
Balance, end of period | 6,105 | 4,941 | 19,795 | |
Contract Cancellations | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Balance, beginning of period | 4,941 | $ 19,795 | 19,795 | 26,153 |
Cumulative effect of accounting changes | (12,876) | |||
Provision for cancellations | 5,380 | 7,358 | 6,244 | |
Charge-offs, net | (4,216) | (9,336) | (12,602) | |
Balance, end of period | $ 6,105 | $ 4,941 | $ 19,795 |
CEMETERY PROPERTY (Detail)
CEMETERY PROPERTY (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | |||
Cemetery property | $ 328,612 | $ 330,841 | $ 333,404 |
Cemetery land | |||
Property, Plant and Equipment [Line Items] | |||
Cemetery property | 255,708 | 256,856 | |
Mausoleum crypts and lawn crypts | |||
Property, Plant and Equipment [Line Items] | |||
Cemetery property | $ 75,133 | $ 76,548 |
CEMETERY PROPERTY Additional In
CEMETERY PROPERTY Additional Information (Detail) $ in Millions | 1 Months Ended |
Sep. 30, 2017USD ($) | |
Property Plant And Equipment [Abstract] | |
Loss from hurricanes | $ 0.8 |
PROPERTY AND EQUIPMENT (Detail)
PROPERTY AND EQUIPMENT (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 204,249 | $ 202,862 | $ 197,036 | |
Less: Accumulated depreciation | (95,257) | (90,146) | (82,946) | |
Property and equipment, net of accumulated depreciation | $ 108,992 | 112,716 | $ 114,090 | 114,090 |
Buildings and improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 129,971 | 125,337 | ||
Furniture and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | 58,706 | 57,514 | ||
Funeral home land | ||||
Property, Plant and Equipment [Line Items] | ||||
Property and equipment, gross | $ 14,185 | $ 14,185 |
MERCHANDISE TRUSTS - Additional
MERCHANDISE TRUSTS - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019USD ($)security | Sep. 30, 2018USD ($)security | Sep. 30, 2019USD ($)security | Sep. 30, 2018USD ($)security | Dec. 31, 2018USD ($)security | Dec. 31, 2017USD ($) | |
Merchandise Trusts | ||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||
Percentage of VIE for cancellable state | 53.60% | 53.60% | ||||
Merchandise Trusts | Variable Interest Entity, Primary Beneficiary | ||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||
Trust assets, fair value | $ 519,529 | $ 519,529 | $ 488,248 | $ 515,456 | ||
Purchases of available for sale securities | 42,200 | $ 78,300 | 117,700 | 374,500 | ||
Sales, maturities and paydowns of available for sale securities | 30,700 | 66,600 | 109,500 | 368,100 | ||
Trust assets, cost | $ 510,752 | 510,752 | 497,282 | 516,733 | ||
Other than temporary impairments loss | $ 2,816 | $ 11,977 | $ 28,555 | |||
Merchandise Trusts | Variable Interest Entity, Primary Beneficiary | Other Than Temporarily Impaired Securities | ||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||
Number of securities that incurred other than temporary impairment losses | security | 62 | 37 | 87 | 122 | 214 | |
Other than temporary impairments loss | $ 500 | $ 800 | $ 2,800 | $ 12,000 | $ 28,600 | 0 |
Trust assets, cost | 4,800 | 62,100 | 96,700 | 227,900 | 285,500 | |
Trust assets, fair value | 4,300 | $ 61,300 | 93,900 | $ 215,900 | 256,900 | |
West Virginia Trust Receivable | ||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||
Trust assets, fair value | 9,300 | 9,300 | 8,700 | 9,100 | ||
West Virginia Trust Receivable | Merchandise Trusts | Variable Interest Entity, Primary Beneficiary | ||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||
Trust assets, fair value | 9,328 | 9,328 | 8,663 | 9,097 | ||
Trust assets, cost | $ 9,328 | $ 9,328 | $ 8,663 | $ 9,097 | ||
Revenue from Contract with Customer [Member] | Geographic Concentration Risk [Member] | ||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||
Percentage of total merchandise trust in states in which customers may cancel contracts | 53.30% |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $ 24,862 | $ 24,862 | $ 24,862 | $ 70,436 |
Amortization expense related to intangible assets | $ 1,800 | $ 2,200 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Changes in Carrying Amounts of Goodwill as well as Allocation of Goodwill to Reporting Units (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 24,862 | $ 70,436 | |
Loss on impairment of goodwill | $ (24,862) | (24,862) | (45,574) |
Goodwill, Ending Balance | 24,862 | ||
Cemetery | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | $ 24,862 | 24,862 | |
Goodwill, Ending Balance | 24,862 | ||
Funeral Home | |||
Goodwill [Roll Forward] | |||
Goodwill, Beginning Balance | 45,574 | ||
Loss on impairment of goodwill | $ (45,574) |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Components of Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 70,427 | $ 72,790 | ||
Accumulated Amortization | (9,006) | (9,546) | ||
Net Intangible Assets | $ 56,562 | 61,421 | $ 63,244 | 63,244 |
Lease and management agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 59,758 | 59,758 | ||
Accumulated Amortization | (4,565) | (3,569) | ||
Net Intangible Assets | 55,193 | 56,189 | ||
Underlying contract value | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 6,239 | 6,239 | ||
Accumulated Amortization | (1,482) | (1,326) | ||
Net Intangible Assets | 4,757 | 4,913 | ||
Non-compete agreements | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 2,853 | 5,016 | ||
Accumulated Amortization | (2,603) | (4,156) | ||
Net Intangible Assets | 250 | 860 | ||
Other intangible assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 1,577 | 1,777 | ||
Accumulated Amortization | (356) | (495) | ||
Net Intangible Assets | $ 1,221 | $ 1,282 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Estimated Amortization Expense Related to Intangible Assets with Finite Lives (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2019 | $ 1,398 |
2020 | 1,278 |
2021 | 1,213 |
2022 | 1,210 |
2023 | $ 1,206 |
LONG-TERM DEBT - Redemption Pri
LONG-TERM DEBT - Redemption Prices Expressed as Percentages of Principal Amount (Detail) - 7.875% senior notes, due 2021 | 12 Months Ended |
Dec. 31, 2018 | |
Debt Instrument, Redemption, 2018 | |
Debt Instrument, Redemption [Line Items] | |
Debt instrument, redemption price, percentage | 101.969% |
Debt Instrument, Redemption, 2019 and thereafter | |
Debt Instrument, Redemption [Line Items] | |
Debt instrument, redemption price, percentage | 100.00% |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | |
Income Taxes [Line Items] | ||
Provisional tax benefit | $ 6,500 | |
Deferred tax liabilities | $ 9,638 | $ 6,675 |
Alternative minimum tax credit carry forwards | 100 | |
Federal | ||
Income Taxes [Line Items] | ||
Deferred tax liabilities | 3,100 | |
Net operating loss carryforwards | 396,600 | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $ 500,700 |
INCOME TAXES - Income Tax Benef
INCOME TAXES - Income Tax Benefit (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current provision: | ||||||
State | $ (693) | $ (681) | ||||
Foreign | (101) | (137) | ||||
Total | (794) | (818) | ||||
Deferred provision: | ||||||
State | (23) | (373) | ||||
Federal | 2,725 | 10,898 | ||||
Foreign | (111) | (86) | ||||
Total | 2,591 | 10,439 | ||||
Total income tax benefit | $ 1,545 | $ (273) | $ (4,841) | $ 1,976 | $ 1,797 | $ 9,621 |
INCOME TAXES - Summary of Recon
INCOME TAXES - Summary of Reconciliation of Federal Statutory Tax Rate to Partnership's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Computed tax provision (benefit) at the applicable statutory tax rate | 21.00% | 35.00% |
State and local taxes net of federal income tax benefit | (1.10%) | (1.10%) |
Tax exempt (income) loss | (1.50%) | (1.20%) |
Change in current year valuation allowance | (18.30%) | (24.10%) |
Partnership earnings not subject to tax | 2.00% | 6.30% |
Changes in tax due to Tax Act and ASC 606 retroactive impact | 0.50% | (7.70%) |
Changes in valuation allowance due to Tax Act | 15.10% | |
Permanent differences | (0.10%) | (10.90%) |
Effective tax rate | 2.50% | 11.40% |
INCOME TAXES - Significant Comp
INCOME TAXES - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Prepaid expenses | $ 5,102 | $ 5,538 |
State net operating loss | 24,162 | 19,305 |
Federal net operating loss | 84,017 | 74,109 |
Foreign net operating loss | 2,106 | 2,306 |
Other | 55 | 55 |
Valuation allowance | (89,066) | (73,759) |
Total deferred tax assets | 26,376 | 27,554 |
Deferred tax liabilities: | ||
Property, plant and equipment | 2,119 | 4,104 |
Deferred revenue related to future revenues and accounts receivable | 25,021 | 27,175 |
Deferred revenue related to cemetery property | 5,825 | 5,829 |
Total deferred tax liabilities | 32,965 | 37,108 |
Net deferred tax liabilities | $ 6,589 | $ 9,554 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $ 86 | $ 84 |
Noncurrent assets | 86 | 84 |
Deferred tax assets | 26,290 | 27,470 |
Deferred tax liabilities | 32,965 | 37,108 |
Noncurrent liabilities | 6,675 | 9,638 |
Net deferred tax liabilities | $ 6,589 | $ 9,554 |
DEFERRED REVENUES AND COSTS -_3
DEFERRED REVENUES AND COSTS - Schedule of Deferred Selling and Obtaining Costs (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred Revenue Arrangement [Line Items] | ||||
Deferred selling and obtaining costs, beginning of period | $ 112,660 | $ 126,398 | $ 126,398 | |
Change in deferred selling and obtaining costs | $ 1,850 | $ 4,780 | 4,819 | $ 9,508 |
Deferred selling and obtaining costs, end of period | 112,660 | $ 126,398 | ||
Impact of Adoption of FASB ASC 606 | ||||
Deferred Revenue Arrangement [Line Items] | ||||
Cumulative effect of accounting changes | $ (18,557) |
DEFERRED REVENUES AND COSTS -_4
DEFERRED REVENUES AND COSTS - Schedule of Deferred Revenue, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Revenue From Contract With Customer [Abstract] | ||||
Customer contract liabilities | $ 972,767 | $ 937,708 | $ 912,626 | |
Amounts due from customers for unfulfilled performance obligations on cancellable pre-need contracts | (29,212) | (23,422) | ||
Customer contract liabilities, net | $ 943,555 | $ 914,286 | $ 903,068 | $ 912,626 |
LONG-TERM INCENTIVE AND RETIR_2
LONG-TERM INCENTIVE AND RETIREMENT PLANS - Additional Information (Detail) - USD ($) | Apr. 15, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Aug. 22, 2018 | Aug. 21, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||||||
Total compensation expense for unit awards | $ 2,814,000 | $ 2,026,000 | $ 2,523,000 | $ 1,045,000 | ||||
Unit appreciation rights | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
UARs granted under LTIP, contractual term | 5 years | |||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 48 months | |||||||
Common unit awards outstanding, intrinsic values | $ 0 | $ 0 | ||||||
Common unit awards outstanding, weighted average remaining contractual life | 1 month 6 days | |||||||
Total compensation expense for unit awards | $ 100,000 | 100,000 | ||||||
Unrecognized compensation cost related to non-vested UARs | 0 | $ 0 | ||||||
Restricted Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total compensation expense for unit awards | 400,000 | |||||||
Restricted phantom units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total compensation expense for unit awards | $ 2,000,000 | $ 400,000 | ||||||
2018 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Long-Term Incentive Plan, common units permitted for grant (in shares) | 2,000,000 | 2,000,000 | 2,000,000 | 1,500,000 | ||||
Long-Term Incentive Plan, common units increase per year (in shares) | 100,000 | |||||||
Long-Term Incentive Plan, common units to be issued upon vesting and exercise (in shares) | 1,122,601 | 1,122,601 | ||||||
Long-Term Incentive Plan, common units, issued (in shares) | 34,036 | |||||||
Long-Term Incentive Plan, common units available for future issuance (in shares) | 843,363 | 843,363 | ||||||
Long-Term Incentive Plan, common units increased for issuance during the period (in shares) | 0 | |||||||
2018 Plan | Restricted phantom units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common unit awards outstanding, intrinsic values | $ 2,400,000 | $ 2,400,000 | ||||||
2004 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Long-Term Incentive Plan, common units to be issued upon vesting and exercise (in shares) | 219,306 | 219,306 | ||||||
Long-Term Incentive Plan, common units, issued (in shares) | 626,188 | |||||||
Long-Term Incentive Plan, common units available for future issuance (in shares) | 0 | |||||||
Long-Term Incentive Plan, expiration date | Sep. 10, 2014 | |||||||
2004 Plan | Restricted phantom units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common unit awards outstanding, intrinsic values | $ 500,000 | $ 500,000 |
LONG-TERM INCENTIVE AND RETIR_3
LONG-TERM INCENTIVE AND RETIREMENT PLANS - Long-Term Incentive Plan and Unit Appreciation Right Activity (Detail) - shares | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted phantom units | 2018 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Outstanding, beginning of period (in shares) | 108,602 | 117,630 | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 354,104 | 41,732 | ||
Settled in common units or cash (in shares) | (709) | (16,098) | ||
Forfeiture (in shares) | (87,536) | |||
Performance vesting forfeiture (in shares) | (29,512) | (34,662) | ||
Outstanding, end of period (in shares) | 344,949 | 108,602 | ||
Restricted phantom units | 2004 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Outstanding, beginning of period (in shares) | 219,306 | 205,510 | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 0 | 13,796 | ||
Settled in common units or cash (in shares) | 0 | 0 | ||
Outstanding, end of period (in shares) | 219,306 | 219,306 | ||
Restricted Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 31,607 | 31,295 | ||
Settled in common units or cash (in shares) | (49,379) | (48,924) | ||
Performance vesting forfeiture (in shares) | (17,772) | (17,629) | ||
Restricted Units | 2018 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Outstanding, beginning of period (in shares) | 0 | 0 | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 780,949 | 0 | ||
Settled in common units or cash (in shares) | 0 | 0 | ||
Performance vesting forfeiture (in shares) | 0 | 0 | ||
Outstanding, end of period (in shares) | 780,949 | 0 | ||
Unit appreciation rights | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Outstanding, beginning of period (in shares) | 58,646 | 66,355 | ||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, grants in Period | 0 | 0 | ||
Performance vesting forfeiture (in shares) | (43,646) | (7,709) | ||
Outstanding, end of period (in shares) | 15,000 | 58,646 | ||
Exercised (in shares) | 0 | 0 | ||
Exercisable, end of period (in shares) | 15,000 | 57,081 |
LONG-TERM INCENTIVE AND RETIR_4
LONG-TERM INCENTIVE AND RETIREMENT PLANS - Long-Term Incentive Plan and Unit Appreciation Right Activity (Paranthetical) (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted phantom units | 2018 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Long-Term incentive plan, fair value per unit | $ 6.72 | $ 8.11 |
Common unit awards vested during the period, intrinsic values | $ 2.4 | $ 0.4 |
Common unit awards outstanding, intrinsic values | 2.4 | |
Restricted phantom units | 2004 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Long-Term incentive plan, fair value per unit | $ 9.70 | |
Common unit awards outstanding, intrinsic values | $ 0.5 | |
Restricted Units | 2018 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Long-Term incentive plan, fair value per unit | $ 3.98 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Commitments And Contingencies [Line Items] | |||
Capital leases, aggregate gross | $ 1,900 | ||
Capital leases, net asset values | 1,800 | ||
Operating lease expense | 4,900 | $ 4,500 | |
Aggregate fixed rent payment to landlord | $ 17,704 | 17,704 | |
Second Quarter Twenty Fourteen Acquisition | |||
Commitments And Contingencies [Line Items] | |||
Aggregate fixed rent payment to landlord | 36,000 | 36,000 | |
Deferred fixed rent | $ 6,000 | $ 6,000 | |
Minimum | |||
Commitments And Contingencies [Line Items] | |||
Operating lease, initial term | 1 year | ||
Minimum | Second Quarter Twenty Fourteen Acquisition | |||
Commitments And Contingencies [Line Items] | |||
Fixed rent for lease term deferred | 6 years | 6 years | |
Maximum | |||
Commitments And Contingencies [Line Items] | |||
Operating lease, initial term | 24 years | ||
Maximum | Second Quarter Twenty Fourteen Acquisition | |||
Commitments And Contingencies [Line Items] | |||
Fixed rent for lease term deferred | 11 years | 11 years |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Operating Lease Future Payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Operating | ||
2019 | $ 4,349 | |
2020 | $ 2,765 | 2,765 |
2021 | 2,130 | 2,130 |
2022 | 1,539 | 1,539 |
2023 | 1,184 | 1,184 |
Thereafter | 5,737 | 5,737 |
Total | 17,704 | 17,704 |
Capital | ||
2019 | 1,499 | |
2020 | 1,196 | 1,196 |
2021 | 949 | 949 |
2022 | 558 | 558 |
2023 | 89 | 89 |
Total | 4,291 | 4,291 |
Less: Interest on capital leases | (875) | (875) |
Total principal payable on capital leases | $ 3,416 | $ 3,416 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Loss on impairment of goodwill | $ 24,862 | $ 24,862 | $ 45,574 | ||
Assets held for sale | $ 757 | 1,016 | $ 1,016 | ||
Held-for-sale | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets held for sale | 757 | 1,016 | |||
Held-for-sale | Impaired funeral homes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Assets held for sale | 500 | 900 | |||
Other Gains (Losses), Net | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment of assets held for use | 400 | ||||
Fair Value, Inputs, Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fair value of assets held-for-sale | 800 | 1,000 | |||
Assets held-for-sale original net book value | 1,900 | ||||
Assets held-for-sale fair value adjustment | 200 | 900 | |||
Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notes payable, fair value | 162,500 | ||||
Notes payable, carrying value | 173,600 | ||||
Senior Notes | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notes payable, fair value | 162,500 | 173,300 | |||
Notes payable, carrying value | $ 173,600 | $ 173,100 | |||
Line of Credit | Maximum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument maturity term | 90 days | 90 days |
ISSUANCES OF LIMITED PARTNER _2
ISSUANCES OF LIMITED PARTNER UNITS (Detail) - USD ($) | Nov. 19, 2015 | Dec. 31, 2017 |
Limited Partners Capital Account [Line Items] | ||
Proceeds from issuance of common units | $ 0 | |
Distribution units issued | 78,342 | |
Cash Distributions paid | $ 24,545,000 | |
American Cemeteries Infrastructure Investors, LLC (ACII) | ||
Limited Partners Capital Account [Line Items] | ||
Cash Distributions paid | $ 700,000 | |
At The Market ATMPrograms | Maximum | ||
Limited Partners Capital Account [Line Items] | ||
Value of shares issuable under market agreement | $ 100,000,000 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Detail) | Oct. 25, 2019USD ($)$ / sharesshares | Sep. 25, 2019$ / sharesshares | Jun. 01, 2019 | Mar. 29, 2019USD ($) | Mar. 15, 2019shares | Feb. 04, 2019USD ($) | Apr. 01, 2018USD ($) | Oct. 31, 2019USD ($)Property | May 31, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Jan. 31, 2019USD ($)Position | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019 | Dec. 31, 2018USD ($)shares | Oct. 01, 2019 | Sep. 01, 2019 | Aug. 01, 2019 | Jul. 01, 2019 | Apr. 19, 2019USD ($) | Mar. 27, 2019shares | Feb. 03, 2019USD ($) | Aug. 22, 2018shares | Aug. 21, 2018shares |
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Payments of lender fees | $ 0 | ||||||||||||||||||||||||||||||||
Debt covenant, maximum add back of extraordinary, unusual or nonrecurring losses, charges or expenses | $ 17,000,000 | ||||||||||||||||||||||||||||||||
Issuance of Series A convertible preferred units, net of issuance | $ 57,500,000 | ||||||||||||||||||||||||||||||||
2018 Plan | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Long-Term Incentive Plan, common units permitted for grant (in shares) | shares | 2,000,000 | 2,000,000 | 2,000,000 | 1,500,000 | |||||||||||||||||||||||||||||
January 2019 Restructuring | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Restructuring and related cost | $ 0 | $ 0 | |||||||||||||||||||||||||||||||
Base Rate | Minimum | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Credit facility, basis spread on variable rate | 1.25% | ||||||||||||||||||||||||||||||||
Base Rate | Maximum | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Credit facility, basis spread on variable rate | 3.75% | ||||||||||||||||||||||||||||||||
Subsequent Events | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Refundable deposit received for divestitures of property. | $ 5,000,000 | ||||||||||||||||||||||||||||||||
Divestiture, number of property in non-binding letter | Property | 1 | ||||||||||||||||||||||||||||||||
Subsequent Events | 2019 Plan | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Long-Term Incentive Plan, common units permitted for grant (in shares) | shares | 4,000,000 | ||||||||||||||||||||||||||||||||
Subsequent Events | January 2019 Restructuring | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Number of positions expected to be eliminated | Position | 45 | ||||||||||||||||||||||||||||||||
Restructuring and related cost | $ 0 | ||||||||||||||||||||||||||||||||
Subsequent Events | Minimum | January 2019 Restructuring | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Expected cost in restructuring | 500,000 | ||||||||||||||||||||||||||||||||
Subsequent Events | Maximum | January 2019 Restructuring | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Expected cost in restructuring | $ 700,000 | ||||||||||||||||||||||||||||||||
Axar and Other Purchasers | Subsequent Events | Stonemor PartnersLp | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Ownership interest of Partnership's outstanding common units | 20.20% | ||||||||||||||||||||||||||||||||
Number of common units pursuant to certain cash-settled equity swaps | shares | 1,520,149 | ||||||||||||||||||||||||||||||||
Maximum percentage of common units outstanding to be acquired | 27.50% | ||||||||||||||||||||||||||||||||
Axar | Subsequent Events | Stonemor PartnersLp | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Ownership interest of Partnership's outstanding common units | 20.20% | ||||||||||||||||||||||||||||||||
Number of common units pursuant to certain cash-settled equity swaps | shares | 1,520,149 | ||||||||||||||||||||||||||||||||
Maximum percentage of common units outstanding to be acquired | 27.50% | ||||||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Debt covenant, non-recurring charges for adjustments made to cost of goods sold for merchandise inventory impairment, maximum | $ 5,000,000 | ||||||||||||||||||||||||||||||||
Debt covenant, non-recurring charges for establishment of liability reserves, maximum | $ 15,000,000 | ||||||||||||||||||||||||||||||||
Debt covenant, consolidated EBITDA, minimum | $ 3,000,000 | $ 2,500,000 | $ 13,000,000 | $ 18,000,000 | |||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Scenario, Forecast | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Debt covenant, consolidated EBITDA, minimum | $ 9,250,000 | $ 8,250,000 | $ 8,000,000 | $ 3,500,000 | $ 1,000,000 | ||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Scenario, Forecast | Tranche A Revolving Credit Facility | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Debt instrument, ticking fees, total | 3.00% | ||||||||||||||||||||||||||||||||
Debt instrument, ticking fees, PIK | 1.00% | 2.00% | |||||||||||||||||||||||||||||||
Debt instrument, ticking fees, cash | 1.00% | 1.00% | 1.00% | ||||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Scenario, Forecast | Tranche A Revolving Credit Facility | Eurodollar | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Credit facility, basis spread on variable rate | 6.00% | 5.75% | 5.50% | ||||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Scenario, Forecast | Tranche A Revolving Credit Facility | Base Rate | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Credit facility, basis spread on variable rate | 5.00% | 4.75% | 4.50% | ||||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Subsequent Events | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Mandatory prepayments, percentage of net cash proceeds | 100.00% | ||||||||||||||||||||||||||||||||
Capital equipment financing basket allowed | $ 5,000,000 | ||||||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Subsequent Events | Letter of Credit | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Credit facility, maximum borrowing capacity | 9,400,000 | $ 15,000,000 | |||||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Subsequent Events | Tranche A Revolving Credit Facility | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Debt expected exit fees at termination | 800,000 | ||||||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Subsequent Events | Tranche A Revolving Credit Facility | Eurodollar | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Credit facility, basis spread on variable rate | 4.75% | 4.50% | |||||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Subsequent Events | Tranche A Revolving Credit Facility | Base Rate | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Credit facility, basis spread on variable rate | 3.75% | 3.50% | |||||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Axar and Other Purchasers | Subsequent Events | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Credit facility, maximum borrowing capacity | 35,000,000 | ||||||||||||||||||||||||||||||||
Long-term debt, discount | $ 700,000 | ||||||||||||||||||||||||||||||||
Long-term debt, interest rate | 8.00% | ||||||||||||||||||||||||||||||||
Payments of lender fees | $ 700,000 | ||||||||||||||||||||||||||||||||
Debt expected exit fees at termination | 700,000 | ||||||||||||||||||||||||||||||||
Amount drawn down | $ 10,000,000 | $ 15,000,000 | |||||||||||||||||||||||||||||||
Long-term debt, interest rate | 8.00% | ||||||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Axar | Scenario, Forecast | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Incremental borrowing amount, or integral multiple thereof | $ 5,000,000 | ||||||||||||||||||||||||||||||||
Eighth Amendment To Credit Agreement | Axar | Subsequent Events | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Credit facility, maximum borrowing capacity | $ 35,000,000 | ||||||||||||||||||||||||||||||||
Debt covenant, minimum outstanding principal amount to receive fairness opinion | 25,000,000 | ||||||||||||||||||||||||||||||||
Current borrowing capacity | 15,000,000 | $ 20,000,000 | |||||||||||||||||||||||||||||||
Long-term debt, discount | $ 700,000 | ||||||||||||||||||||||||||||||||
Long-term debt, interest rate | 8.00% | ||||||||||||||||||||||||||||||||
Payments of lender fees | $ 700,000 | ||||||||||||||||||||||||||||||||
Debt expected exit fees at termination | 700,000 | ||||||||||||||||||||||||||||||||
Amount drawn down | $ 10,000,000 | $ 15,000,000 | |||||||||||||||||||||||||||||||
Long-term debt, interest rate | 8.00% | ||||||||||||||||||||||||||||||||
Rights Offering | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Rights offering commenced date | Sep. 25, 2019 | ||||||||||||||||||||||||||||||||
Rights offering record date | Sep. 26, 2019 | ||||||||||||||||||||||||||||||||
Rights offering expired date | Oct. 25, 2019 | ||||||||||||||||||||||||||||||||
Outstanding Common Units | Rights Offering | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Preferred units, sold | shares | 1.24 | ||||||||||||||||||||||||||||||||
Unit sold, subscription price per share | $ / shares | $ 1.20 | ||||||||||||||||||||||||||||||||
Outstanding Common Units | Rights Offering | Subsequent Events | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Issuance of Series A convertible preferred units, net of issuance (in units) | shares | 3,039,380 | ||||||||||||||||||||||||||||||||
Issuance of Series A convertible preferred units, net of issuance | $ 3,600,000 | ||||||||||||||||||||||||||||||||
Outstanding Preferred Units | Rights Offering | Subsequent Events | |||||||||||||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||||||||||||
Preferred unit, shares redemption | shares | 3,039,380 | ||||||||||||||||||||||||||||||||
Preferred unit, redemption price per share | $ / shares | $ 1.20 |
QUARTERLY RESULTS OF OPERATIO_3
QUARTERLY RESULTS OF OPERATIONS (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | $ 73,151 | $ 83,425 | $ 73,185 | $ 81,571 | $ 77,945 | $ 85,295 | $ 84,034 | $ 85,952 | $ 82,946 | $ 223,115 | $ 232,701 | $ 316,126 | $ 338,227 | ||
Gross profit (loss) | 5,346 | (5,610) | 3,087 | (8,738) | (8,026) | (4,163) | (2,348) | (3,113) | (1,049) | 16,179 | 13,832 | 21,846 | 42,485 | ||
Net loss | (42,652) | $ (34,398) | $ (22,534) | (20,534) | (17,225) | (17,017) | (17,923) | (45,439) | (9,576) | (11,582) | (8,561) | (99,584) | (52,165) | (72,699) | (75,158) |
General partner’s interest in net loss for the period | (426) | (214) | (179) | (177) | (187) | (473) | (99) | (121) | (89) | (1,018) | (543) | 757 | 782 | ||
Limited partners’ interest | $ (42,226) | $ (20,320) | $ (17,046) | $ (16,840) | $ (17,736) | $ (44,966) | $ (9,477) | $ (11,461) | $ (8,472) | $ (98,566) | $ (51,622) | $ (71,942) | $ (74,376) | ||
Net income (loss) per limited partner unit, basic (in dollars per share) | $ (1.09) | $ (0.54) | $ (0.45) | $ (0.44) | $ (0.47) | $ (1.18) | $ (0.25) | $ (0.30) | $ (0.22) | $ (2.56) | $ (1.36) | $ (1.90) | $ (1.96) | ||
Net income (loss) per limited partner unit, diluted (in dollars per share) | $ (0.39) | $ (0.45) | $ (0.44) | $ (0.47) | $ (1.18) | $ (0.25) | $ (0.30) | $ (0.22) | |||||||
Loss on impairment of goodwill | $ 24,862 | $ 24,862 | $ 45,574 | ||||||||||||
Scenario Previously Reported [Member] | |||||||||||||||
Gross profit (loss) | $ (10,016) |