8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2022

STONEMOR INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction
 of incorporation) 001-39172 (Commission
 file number) 80-0103152 (I.R.S. Employer
 Identification No.)

3331 Street Road, Suite 200 Bensalem, Pennsylvania (Address of principal executive offices) 19020 (Zip Code)  

(215) 826-2800

Registrant’s telephone number, including area code

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	STON	New York Stock Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 11, 2022, StoneMor Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise expressly stated in such filing.

Item 7.01 Regulation FD Disclosure.

As discussed above in Item 2.02, on August 11, 2022, the Company issued a press release announcing its financial results for the quarter ended June 30, 2022.

The information in this Item 7.01, including Exhibit 99.1 incorporated by reference herein, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing made by the Company pursuant to the Securities Act or the Exchange Act, other than to the extent that such filing incorporates any or all of such information by express reference thereto.

Item 8.01 Other Events.

The Company has set the close of business on Thursday, September 15, 2022 as the record date for stockholders entitled to notice of and to vote at the Special Meeting of Stockholders (the “Special Meeting”) to be held to consider the Agreement and Plan of Merger, dated as of May 24, 2022, by and among the Company, Axar Cemetery Parent Corp., a Delaware corporation, and Axar Cemetery Merger Corp., a Delaware corporation and indirect wholly-owned subsidiary of Parent. The date of the Special Meeting has not yet been determined and will be announced at a future date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
 

Exhibit Number	Description
99.1	Press Release dated August 11, 2022. *
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

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SIGNATURES

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

Date: August 11, 2022	STONEMOR INC.
	By:	/s/ Jeffrey DiGiovanni
		Jeffrey DiGiovanni
		Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

 

STONEMOR INC. REPORTS SECOND QUARTER FINANCIAL RESULTS

BENSALEM, PA – August 11, 2022 – StoneMor Inc. (NYSE: STON) (“StoneMor” or the “Company”),a leading owner and operator of cemeteries and funeral homes,today reported operating and financial results for the second quarter ended June 30, 2022. Investors are encouraged to read the Company’s quarterly report on Form 10-Q when it is filed with the Securities and Exchange Commission (the “SEC”), which will contain additional details, and will be posted at www.stonemor.com.

SECOND QUARTER FINANCIAL PERFORMANCE

•Revenues for the second quarter were $80.0 million compared to $83.0 million in in the second quarter in the prior year. Six-month revenues were $161.0 million compared to $161.3 million in the prior year period.

•Cemetery segment operating income for the second quarter was $5.3 million compared to $14.7 million in the second quarter in the prior year, representing a decrease of $9.3 million. Six-month cemetery segment operating income was $13.4 million compared to $26.3 million in the prior year period, representing a decrease of $13.0 million.

•Funeral home segment operating lossfor the second quarter was $0.1 million compared to operating income of $1.2 million in the second quarter in the prior year, representing a decrease of $1.4 million. Six-month funeral home segment operating income was $1.2 million compared to $2.8 million in the prior year period, representing a decrease of $1.6 million.

•Corporate overhead expense increased to $12.8 million in the second quarter compared to $9.5 million in the second quarter in the prior year. Six-month corporate overhead expense increased to $24.6 million compared to $19.1 million in the prior year period.

•Second quarter operating loss was $7.8 million compared to operating income of $4.1 million in the second quarter in the prior year.

•Second quarter net loss from continuing operations was $17.3 million compared to $36.2 million in the second quarter in the prior year.

•Second quarter adjusted EBITDA was $12.1 million compared to $32.1 million in the second quarter in the prior year.

Joe Redling, StoneMor’s President and Chief Executive Officer said, “During the second quarter of 2022, our teams continued to deliver strong sales production performance, even as we faced tough comparisons after our record performance throughout 2021. Specifically, our cemetery sales production grew 6.5% in the second quarter of 2022, compared with the same quarter of 2021, including 12% growth related to our pre-need sales production. We continue to focus on managing our costs to combat the inflationary pressures from suppliers and managing certain extraordinary costs associated with our various corporate initiatives that have had a negative impact on our performance.”

LIQUIDITY UPDATE

As of June 30, 2022, the Company had $83.3 million of cash, including $12.0 million of restricted cash, and $392.6 million of total debt.

“Through the second quarter, we remain confident that we will meet or exceed our previously announced 2022 annual guidance targets for organic growth in our trusts of $70 million and unlevered free cash flow of $40 million,” said Jeff DiGiovanni, StoneMor’s Senior Vice President and Chief Financial Officer. “For the six months ended June 30, 2022, we generated $36.6 million in organic trust growth, which excluded $10.3 million in trust funds added through our recent acquisitions, as well as $17.6 million in unlevered free cash flow.”

CONFERENCE CALL INFORMATION

StoneMor will conduct a conference call to discuss this news release today, August 11, 2022 at 4:30 p.m. Eastern Time. The conference call can be accessed by calling (800) 954-0601. No reservation number is necessary; however, it is advised that interested parties access the call-in number 5 to 10 minutes prior to the scheduled start time to avoid delays. StoneMor will also host a live webcast of this conference call. Investors may access the live webcast via the Investors page of the StoneMor website www.stonemor.com under Events & Presentations.

About StoneMor Inc.

StoneMor Inc., headquartered in Bensalem, Pennsylvania, is an owner and operator of cemeteries and funeral homes in the United States, with 304 cemeteries and 72 funeral homes in 24 states and Puerto Rico. StoneMor’s cemetery products and services, which are sold on both a pre-need (before death) and at-need (at death) basis, include: burial lots, lawn and mausoleum crypts, burial vaults, caskets, memorials, and all services which provide for the installation of this merchandise. For additional information about StoneMor Inc. please visit StoneMor’s website, and the investors section, at http://www.stonemor.com.

CONTACT

Investor Relations

StoneMor Inc.

(215) 826-4438

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Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release, including, but not limited to, statements regarding the Company’s achievement of its 2022 organic trust growth and unlevered free cash flow guidance targets, are forward-looking statements. Generally, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “expect,” “predict” and similar expressions identify these forward-looking statements. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are based on management’s current expectations and estimates. These statements are neither promises nor guarantees and are made subject to certain risks and uncertainties that could cause actual results to differ materially from the results stated or implied in this press release. StoneMor’s major risks are related to uncertainties associated withcurrent business and economic disruptions resulting from the ongoing coronavirus pandemic, including the effect of government regulations issued in connection therewith, its ability to identify, and negotiate acceptable agreements with, sellers of additional properties, uncertainties associated with the cash flow from pre-need and at-need sales, trusts and financings, which may impact StoneMor’s ability to meet its financial projections and service its debt, as well as with StoneMor’s ability to maintain an effective system of internal control over financial reporting and disclosure controls and procedures.

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

Non-GAAP Financial Measures

This release includes certain non-GAAP financial measures, including adjusted EBITDA, Field EBITDA and unlevered free cash flow, which are intended as supplemental measures of the Company’s performance that are not required by or presented in accordance with GAAP. All business results presented in this release are not prepared in accordance with Article 11 of Regulation S-X.

Management uses these non-GAAP measures internally to evaluate and manage the Company’s operations and to better understand its business because they facilitate a comparative assessment of the Company's operating performance relative to its performance based on results calculated under GAAP. These non-GAAP measures also isolate the effects of some items that vary from period to period without any correlation to core operating performance and eliminate certain charges that management believes do not reflect the Company's operations and underlying operational performance. The Compensation, Nominating and Governance Committee of the Company’s board of directors also uses certain of these measures to evaluate management's performance and set its compensation. The Company believes that these non-GAAP measures also provide useful information to investors regarding certain financial and business trends relating to the Company’s financial condition and operating results and facilitate an evaluation of the financial performance of the Company and its operations on a consistent basis. Providing this information therefore allows investors to make independent assessments of the Company’s financial performance, results of operation and trends while viewing the information through the eyes of management.

These non-GAAP measures are subject to limitations. The non-GAAP measures presented in this release may not be comparable to similarly titled measures used by other companies because other companies may not calculate one or more in the same manner. Additionally, the non-GAAP performance measures exclude significant expenses and

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income that are required by GAAP to be recorded in the Company’s financial statements; do not reflect changes in, or cash requirements for, working capital needs; and do not reflect interest expense, or the requirements necessary to service interest or principal payments on debt. Further, our historical adjusted results are not intended to project our adjusted results of operations or financial position for any future period. To compensate for these limitations, management presents and considers these non-GAAP measures in conjunction with the Company’s GAAP results; no non-GAAP measure should be considered in isolation from or as an alternative to net income, earnings per share or any other measure determined in accordance with GAAP. Readers should review the reconciliations included below, and should not rely on any single financial measure to evaluate the Company’s business.

A reconciliation of each non-GAAP measure to the most directly comparable GAAP measure is set forth below (in thousands):

EBITDA AND ADJUSTED EBITDA

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Net loss from continuing operations	$	(17,261	)	$	(36,245	)	$	(29,495	)	$	(41,458	)
Income tax (expense) benefit		181			(9,736	)		413			(11,412	)
Interest expense		9,279			9,977			18,565			20,450
Depreciation and amortization		2,018			2,027			4,079			4,129
Non-cash stock compensation		508			508			1,007			1,013
Cost of lots sold		1,309			2,257			3,179			3,651
EBITDA		(3,966	)		(31,212	)		(2,252	)		(23,627	)
Loss on debt extinguishment		—			40,128			—			40,128
Loss on sale of businesses and other impairments		43			2,220			43			2,220
Other (losses) gains		15			(69	)		15			(69	)
Change in deferred revenues		18,087			23,054			51,761			45,652
Change in deferred selling and obtaining costs		(2,096	)		(2,027	)		(4,928	)		(4,229	)
Adjusted EBITDA	$	12,083		$	32,094		$	44,639		$	60,075

FIELD EBITDA

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
EBITDA	$	(3,966	)	$	(31,212	)	$	(2,252	)	$	(23,627	)
Corporate overhead		12,806			9,534			24,619			19,075
Less: non-cash stock compensation		508			508			1,007			1,013
Field EBITDA	$	8,332		$	(22,186	)	$	21,360		$	(5,565	)

UNLEVERED CASH PROVIDED BY OPERATING ACTIVITIES AND UNLEVERED FREE CASH FLOW

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022		2021
Net cash (used in) provided by operating activities	$	(2,204	)	$	(6,198	)	$	6,551	$	(1,567	)
Cash interest payments		17,095			22,502			17,206		31,141
Unlevered cash provided by operating activities		14,891			16,304			23,757		29,574
Less: cash paid for capital expenditures		3,542			1,587			6,144		3,361
Unlevered free cash flow	$	11,349		$	14,717		$	17,613	$	26,213

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STONEMOR INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share and per share data)

	June 30,			December 31,
	2022			2021
Assets
Current assets:
Cash and cash equivalents, excluding restricted cash	$	71,238		$	83,882
Restricted cash		12,021			16,415
Accounts receivable, net of allowance		65,106			62,220
Prepaid expenses		8,073			6,971
Other current assets		12,788			11,459
Total current assets		169,226			180,947
Long-term accounts receivable, net of allowance		76,769			72,309
Cemetery property		299,549			296,758
Property and equipment, net of accumulated depreciation		89,346			82,610
Merchandise trusts, restricted, at fair value		604,760			567,853
Perpetual care trusts, restricted, at fair value		349,150			339,138
Deferred selling and obtaining costs		127,927			124,023
Deferred tax assets		3			21
Goodwill		6,774			—
Intangible assets, net		51,902			54,023
Other assets		22,629			23,462
Total assets	$	1,798,035		$	1,741,144
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities	$	55,953		$	44,704
Accrued interest		4,344			4,344
Current portion, long-term debt		2,576			762
Total current liabilities		62,873			49,810
Long-term debt, net of deferred financing costs		390,033			389,401
Deferred revenues		1,118,208			1,056,260
Deferred tax liabilities		11,093			10,878
Perpetual care trust corpus		349,150			339,138
Other long-term liabilities		41,343			41,399
Total liabilities		1,972,700			1,886,886
Commitments and contingencies
Stockholders' equity:
Common stock, par value $0.01 per share, 200,000,000 shares authorized, 118,723,067   and 118,290,600 shares issued and outstanding, respectively		1,187			1,182
Paid-in capital in excess of par value		(82,719	)		(83,286	)
Accumulated deficit		(93,133	)		(63,638	)
Total stockholders' equity		(174,665	)		(145,742	)
Total liabilities and stockholders' equity	$	1,798,035		$	1,741,144

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STONEMOR INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Revenues:
Cemetery:
Interments	$	22,136		$	22,906		$	43,291		$	43,425
Merchandise		19,744			17,787			34,600			34,069
Services		18,370			17,698			35,228			34,979
Investment and other		10,204			13,737			26,832			26,635
Funeral home:
Merchandise		5,040			5,449			11,085			11,422
Services		4,553			5,404			9,988			10,764
Total revenues		80,047			82,981			161,024			161,294
Costs and Expenses:
Cost of goods sold		12,519			12,435			24,058			23,619
Cemetery expense		21,634			18,090			43,813			36,251
Selling expense		17,289			14,776			32,862			28,983
General and administrative expense		12,250			10,650			23,003			20,843
Corporate overhead		12,806			9,534			24,619			19,075
Depreciation and amortization		2,018			2,027			4,079			4,129
Funeral home expenses:
Merchandise		1,389			1,478			3,021			3,139
Services		4,700			4,477			9,457			9,138
Other		3,185			3,239			6,571			6,258
Total costs and expenses		87,790			76,706			171,483			151,435
Loss on sale of businesses and other impairments		(43	)		(2,220	)		(43	)		(2,220	)
Other (losses) gains		(15	)		69			(15	)		69
Operating (loss) income		(7,801	)		4,124			(10,517	)		7,708
Interest expense		(9,279	)		(9,977	)		(18,565	)		(20,450	)
Loss on debt extinguishment		—			(40,128	)		—			(40,128	)
Loss from continuing operations before income taxes		(17,080	)		(45,981	)		(29,082	)		(52,870	)
Income tax (expense) benefit		(181	)		9,736			(413	)		11,412
Net loss from continuing operations		(17,261	)		(36,245	)		(29,495	)		(41,458	)
Discontinued operations (Note 2):
Income from operations of discontinued businesses		—			860			—			1,449
Income tax expense		—			—			—			—
Net income from discontinued operations		—			860			—			1,449
Net loss	$	(17,261	)	$	(35,385	)	$	(29,495	)	$	(40,009	)
Net loss from continuing operations per common    share (basic)	$	(0.15	)	$	(0.31	)	$	(0.25	)	$	(0.35	)
Net income from discontinued operations per common    share (basic)		—			0.01			—			0.01
Net loss per common share (basic)	$	(0.15	)	$	(0.30	)	$	(0.25	)	$	(0.34	)
Net loss from continuing operations per common share (diluted)	$	(0.15	)	$	(0.31	)	$	(0.25	)	$	(0.35	)
Net income from discontinued operations per common share (diluted)		—			0.01			—			0.01
Net loss per common share (diluted)	$	(0.15	)	$	(0.30	)	$	(0.25	)	$	(0.34	)
Weighted average number of common shares    outstanding - basic		118,476			117,956			118,402			117,933
Weighted average number of common shares    outstanding - diluted		118,476			117,956			118,402			117,933

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STONEMOR INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Six Months Ended June 30,
	2022			2021
Cash Flows From Operating Activities:
Net loss	$	(29,495	)	$	(40,009	)
Adjustments to reconcile net loss to net cash provided by    operating activities:
Cost of lots sold		3,179			3,651
Depreciation and amortization		4,079			4,169
Provision for bad debt		2,883			3,519
Non-cash compensation expense		1,007			1,013
Loss on debt extinguishment		—			40,128
Non-cash interest expense		1,208			3,160
Loss on sale of businesses		43			1,353
Other losses (gains)		15			(69	)
Changes in assets and liabilities:
Payment of paid-in-kind interest		—			(18,440	)
Accounts receivable, net of allowance		(13,073	)		(11,522	)
Merchandise trust fund		(22,568	)		(17,378	)
Other assets		955			(2,942	)
Deferred selling and obtaining costs		(4,928	)		(4,229	)
Deferred revenues		51,761			45,652
Deferred taxes, net		233			(11,523	)
Payables and other liabilities		11,252			1,900
Net cash provided by (used in) operating activities		6,551			(1,567	)
Cash Flows From Investing Activities:
Cash paid for acquisitions		(18,295	)		—
Proceeds from divestitures		173			6,578
Cash paid for capital expenditures		(6,144	)		(3,361	)
Net cash (used in) provided by investing activities		(24,266	)		3,217
Cash Flows From Financing Activities:
Proceeds from borrowings		6,001			404,433
Repayments of debt		(3,897	)		(329,294	)
Principal payment on finance leases		(616	)		(796	)
Early redemption premium		—			(18,478	)
Cost of financing activities		(376	)		(10,632	)
Shares repurchased related to share-based compensation		(435	)		—
Net cash provided by financing activities		677			45,233
Net (decrease) increase in cash, cash equivalents and restricted cash		(17,038	)		46,883
Cash, cash equivalents and restricted cash—Beginning of period		100,297			60,090
Cash, cash equivalents and restricted cash—End of period	$	83,259		$	106,973
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	17,206		$	31,141
Cash paid during the period for income taxes		2,498			1,989
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	836		$	961
Operating cash flows from finance leases		153			166
Financing cash flows from finance leases		616			796
Non-cash investing and financing activities:
Right of use assets obtained in exchange for new operating lease liabilities	$	47		$	3,277
Right of use assets obtained in exchange for new finance lease liabilities		197			105

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Document and Entity Information	Aug. 11, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001753886
Document Type	8-K
Document Period End Date	Aug. 11, 2022
Entity Registrant Name	STONEMOR INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39172
Entity Tax Identification Number	80-0103152
Entity Address, Address Line One	3331 Street Road
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Bensalem
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19020
City Area Code	215
Local Phone Number	826-2800
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	STON
Security Exchange Name	NYSE
Entity Emerging Growth Company	false