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Section 1: 10-K (10-K)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
or
Delaware
(State or other jurisdiction of
incorporation or organization)
3600 Horizon Boulevard
Trevose, Pennsylvania
(Address of principal executive offices)
Title of each class
Common Stock, $0.01 par value per share
For the transition period from to
.
Commission File Number: 001-39172
STONEMOR INC.
(Exact name of registrant as specified in its charter)
(Registrant’s telephone number, including area code): (215) 826-2800
__________________________________
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol(s)
STON
Securities registered pursuant to Section 12(g) of the Act: None
80-0103152
(I.R.S. Employer
Identification No.)
19053
(Zip Code)
Name of each exchange on which registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☐
☒
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☒
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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. ☐
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2019, the last business day of the most recent second quarter of the registrant’s predecessor, the aggregate market value of the common units of such predecessor held by non-affiliates was approximately $49.3 million based on $2.20, the closing price per such common unit as reported on the New York Stock Exchange on June 28, 2019.
At March 31, 2020, the registrant had outstanding 94,477,102 shares of Common Stock, par value $.01 per share.
Documents incorporated by reference: None
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Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
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FORM 10-K OF STONEMOR INC.
TABLE OF CONTENTS
PART I
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
PART II
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
PART III
PART IV
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EXPLANATORY NOTE
Effective as of December 31, 2019, pursuant to that certain Merger and Reorganization Agreement (as amended, the “Merger Agreement”) by and among StoneMor GP LLC (“StoneMor GP”), a Delaware limited liability company and the general partner of StoneMor
Partners L.P. (the “Partnership”), the Partnership, StoneMor GP Holdings LLC, a Delaware limited liability company and formerly 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”), GP converted from a Delaware limited liability company into a Delaware corporation named StoneMor Inc. (the “Company”) and Merger Sub was merged with and into the Partnership (the “Merger”). The Company is the successor registrant to the
Partnership pursuant to Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act:”).
As used in this Annual Report on Form 10-K (the “Annual Report”), unless the context otherwise requires, references to the terms the “Company,” “StoneMor,” “we,” “us,” and “our” refer to StoneMor Inc. and its consolidated subsidiaries for all periods from and after the
Merger and to StoneMor Partners L.P. and its consolidated subsidiaries for all periods prior to the Merger.
In addition, as used in this Annual Report, unless the context otherwise requires, references to (i) the term “Cornerstone” refers to Cornerstone Family Services, Inc.; (ii) the term “CFSI” refers to CFSI LLC; (iii) the term “CFS” refers to Cornerstone Family Services LLC;
(iv) the term “LP Sub” refers to StoneMor LP Holdings, LLC; (v) the term “ACII” refers to American Cemeteries Infrastructure Investors, LLC; (vi) the term “AUH” refers to AIM Universal Holdings, LLC; (vii) the term “AIM” refers to American Infrastructure MLP
Funds; (viii) the term “AIM II” refers to American Infrastructure MLP Fund II, L.P.; (ix) the term AIM FFII refers to American Infrastructure MLP Founders Fund II, L.P.; (x) the term “AIM II StoneMor” refers to AIM II Delaware StoneMor, Inc.; (xi) the term AIM
Management II refers to American Infrastructure MLP Management II, L.L.C.; and (xiv) the term AIM II Offshore refers to AIM II Offshore, L.P.
We are filing as a smaller reporting company within the meaning of Rule 12b-2 under the Exchange Act. As a smaller reporting company, we may choose to comply with certain scaled or non-scaled financial and non-financial disclosure requirements on an item by item
basis.
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ITEM 1.
BUSINESS
OVERVIEW
Our History
PART I
We were formed as a Delaware limited partnership in April 2004 and, since our formation, our general partner has been StoneMor GP, a Delaware limited liability company. From May 2014 until December 31, 2019, the sole member of StoneMor GP was GP Holdings.
Recent Developments
COVID-19 Pandemic
In December 2019, an outbreak of a novel strain of coronavirus originated in Wuhan, China (“COVID-19”) and has since spread worldwide, including to the Unites States (the “U.S.”), posing public health risks that have reached pandemic proportions (the “COVID-19
Pandemic”). The COVID-19 Pandemic poses a threat to the health and economic wellbeing of our employees, customers and vendors. Currently, our operations have been deemed essential by the state and local governments in which we operate, with the exception of
Puerto Rico, and we are actively working with federal, state and local government officials to ensure that we continue to satisfy their requirements for offering our essential services. The operation of all of our facilities is critically dependent on our employees who staff
these locations. To ensure the wellbeing of our employees and their families, we have provided all of our employees with detailed health and safety literature on COVID-19, such as the Center for Disease Control (the “CDC”)’s industry-specific guidelines for working with
the deceased who were and may have been infected with COVID-19. In addition, our procurement and safety teams have updated and developed new safety-oriented guidelines to support daily field operations and provided personal protection equipment to those
employees whose positions necessitate them, and we have implemented work from home policies at our corporate office consistent with CDC guidance to reduce the risks of exposure to COVID-19 while still supporting the families that we serve.
Our marketing and sales team has quickly responded to the sales challenges presented by the COVID-19 Pandemic by implementing virtual meeting options using a variety of web-based tools to ensure that we can continue to connect with and meet our customers’ needs in
a safe, effective and productive manner. Some of our locations have also started providing live video streaming of their funeral and burial services to our customers, so that family and friends can connect virtually during their time of grief.
Like most businesses world-wide, the COVID-19 Pandemic has impacted us financially; however, we cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows. As recently as
early March 2020, we were experiencing sales growth for the first quarter of 2020, as compared to the first quarter of 2019. However, over the last two weeks, we have seen our pre-need sales activity decline as Americans practice social distancing. In addition, our pre-
need customers with installment contracts could default on their installment contracts due to lost work or other financial stresses arising from the COVID-19 Pandemic. While we expect our pre-need sales to be challenged during the COVID 19 Pandemic, we believe the
implementation of our virtual meeting tools is one of several key steps to mitigate this disruption. In addition, we expect that throughout this disruption our cemeteries and funeral homes will remain open and available to serve our families in all the locations in which we
operate to the extent permitted by local authorities, with the exception of Puerto Rico.
C-Corporation Conversion
On December 31, 2019, pursuant to the terms of the Merger Agreement, we completed the following series of reorganization transactions (which we sometimes refer to collectively as the “C-Corporation Conversion”):
•
•
GP Holdings contributed its entire equity interest in the Partnership to StoneMor GP and, in exchange, ultimately received an aggregate of 5,099,969 shares of our common stock;
StoneMor GP contributed the common units in the Partnership it received from GP Holdings to LP Sub, a Delaware limited liability company and wholly-owned subsidiary of StoneMor GP;
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•
•
Merger Sub merged with and into the Partnership, with the Partnership surviving as a Delaware limited partnership, and pursuant to which each outstanding Series A Convertible Preferred Unit (defined below) and Common Unit (other than the common
units held by LP Sub) was converted into the right to receive one share of our common stock; and
StoneMor GP converted from a Delaware limited liability company to a Delaware corporation called StoneMor Inc.
As a result of the C-Corporation Conversion, the Company remains the general partner of the Partnership and LP Sub is the sole limited partner of the Partnership such that, directly or indirectly, the Company owns 100% of the interests in the Partnership.
Divestitures and Early Debt Redemptions
On January 3, 2020, we sold substantially all of the assets of Oakmont Memorial Park, Oakmont Funeral Home, Redwood Chapel, Inspiration Chapel and Oakmont Crematory located in California pursuant to the terms of an asset sale agreement (the “Oakmont
Agreement”) with Carriage Funeral Holdings, Inc. for an aggregate cash purchase price of $33.0 million (the “Oakmont Sale”). The divested assets consisted of one cemetery, one funeral home and certain related assets. In March 2020, we entered into an asset purchase
agreement for the sale of substantially all of the assets of the cemetery, funeral establishment and crematory commonly known as Olivet Memorial Park, Olivet Funeral and Cremation Services, and Olivet Memorial Park & Crematory pursuant to the terms of an asset sale
agreement (the “Olivet Agreement”) with Cypress Lawn Cemetery Association for a net cash purchase price of $24.3 million, subject to certain adjustments (the “Olivet Sale”). In addition, in March 2020, we entered into an asset sale agreement (the “California
Agreement”) with certain entities owned by John Yeatman and Guy Saxton to sell substantially all of our remaining California properties, consisting of five cemeteries, six funeral establishments and four crematories (the “Remaining California Assets”) for a cash purchase
price of $7.1 million, subject to certain closing adjustments (the “Remaining California Sale”).
In January 2020, we redeemed an aggregate $30.4 million of principal of our 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024 (the “Senior Secured Notes”), primarily using the net proceeds from the Oakmont Sale. Per the indenture dated June 27, 2019 by
and among the Partnership, Cornerstone Family Services of West Virginia Subsidiary, Inc., certain direct and indirect subsidiaries of the Company, the initial purchasers party thereto and Wilmington Trust, National Association, as trustee and as collateral agent (as
amended, the “Indenture”), we anticipate using the first $23.7 million of net proceeds and 80% of the remaining net proceeds from the Olivet Sale along with 80% of the net proceeds from the Remaining California Sale to redeem additional portions of the outstanding
Senior Secured Notes.
The information set forth in this Annual Report regarding our cemeteries and funeral homes is as of December 31, 2019 and does not give effect to the Oakmont Sale, the Olivet Sale or the Remaining California Sale.
Amendments to the Indenture and Capital Raise in 2020
On April 1, 2020, the Partnership, Cornerstone Family Services of West Virginia Subsidiary, Inc. (collectively with the Partnership, the “Issuers”) and Wilmington Trust, National Association, as trustee, entered into the Third Supplemental Indenture (the “Supplemental
Indenture”) to the Indenture. Pursuant to the terms of the Supplemental Indenture:
1.
The following financial covenants were amended:
a.
b.
c.
The Interest Coverage Ratio measurements at March 31, June 30 and September 30, 2020 were eliminated and replaced with a Minimum Operating Cash Flow covenant of $(25.0 million), $(35.0 million) and $(35.0 million), respectively;
The required Interest Coverage Ratios at December 31, 2020, March 31, 2021 and June 30, 2021 were reduced to 0.00x, 0.75x and 1.10x, respectively, from 1.15x, 1.25x and 1.30x; and
The Asset Coverage tests at March 31, June 30, September 30 and December 31, 2020 were reduced to 1.40x from 1.60x;
2.
3.
The premium payable upon voluntary redemption of the Senior Secured Notes on or after June 27, 2021 and before June 27, 2022 was increased from 4.0% to 5.0% and the premium payable upon any such voluntary redemption on or after June 27, 2022
and before June 27, 2023 was increased from 2.0% to 3.0%; and
The Issuers agreed to use their best efforts to cause us to effectuate a rights offering on the terms described below as promptly as practicable with an expiration date no later than July 24, 2020 and to receive proceeds of not less than $8.2 million
therefrom (in addition to the $8.8 million capital raise described below).
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The foregoing amendments effected by the Supplemental Indenture will become operational when we pay a $5 million consent fee to the holders of the Senior Secured Notes, of which $3.5 million will be paid in cash and $1.5 million will be paid by increasing the
principal amount of the Senior Secured Notes outstanding, and satisfy other specified conditions.
Concurrently with the execution of the Supplemental Indenture, we entered into a letter agreement (the “Axar Commitment”) with Axar pursuant to which Axar committed to (a) purchase shares of our Series A Preferred Stock with an aggregate purchase price of $8.8
million on April 3, 2020, (b) exercise its basic rights in the rights offering by tendering the shares of Series A Preferred Stock so purchased for shares of our common stock, $0.01 par value per share (“Common Stock”) and (c) purchase any shares offered in the rights
offering for which other stockholders do not exercise their rights, up to a maximum of an additional $8.2 million of such shares. We did not pay Axar any commitment, backstop or other fees in connection with the Axar Commitment.
On April 3, 2020, as contemplated by the Axar Commitment, the Company and Axar CL SPV LLC, Star V Partners LLC and Blackwell Partners LLC –Series E. (the “2020 Purchasers”) entered into a Series A Preferred Stock Purchase Agreement (the “2020 Preferred
Purchase Agreement”) pursuant to which we sold 176 shares of our Series A Preferred Stock, par value $0.01 per share (the “Preferred Shares”), for a cash price of $50,000 per share, an aggregate of $8.8 million. We offered and sold the Preferred Shares in reliance upon
the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. We relied on this exemption from registration based in part on representations made by the 2020 Purchasers in the 2020 Preferred Purchase Agreement.
Under the terms of the Supplemental Indenture and the Axar Commitment, we agreed to undertake an offering to holders of our Common Stock of transferable rights to purchase their pro rata share of shares of Common Stock with an aggregate exercise price of at least
$17 million at a price of $0.73 per share. The rights offering period, during which the rights will be transferable, will be no less than 20 calendar days and no more than 45 calendar days. We agreed to use our best efforts to complete the rights offering with an expiration
date no later than July 24, 2020.
Recapitalization Transactions in 2019
On June 27, 2019, we closed a $447.5 million recapitalization transaction, consisting of (i) the sale of an aggregate of 52,083,333 of the Partnership’s Series A Preferred Units (the “Series A Convertible Preferred Units”) representing limited partner interests in the
Partnership at a purchase price of $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 (the “Preferred Offering”) and (ii) a concurrent private placement of $385.0
million of Senior Secured Notes to certain financial institutions (collectively with the Preferred Offering, the “Recapitalization Transactions”). The net proceeds of the Recapitalization Transactions were used to fully repay our then-outstanding senior notes due in June
2021 and retire the revolving credit facility due in May 2020, as well as for associated transaction expenses, cash collateralization of existing letters of credit and other needs under the former credit facility, with the balance available for general corporate purposes.
Board Reconstitution
In connection with the closing of the Recapitalization Transactions, our Board of Directors was reconstituted. Directors Martin R. Lautman, Ph.D., Leo J. Pound, Robert A Sick and Fenton R. Talbott resigned as directors and the authorized number of directors was reduced
to seven. Andrew Axelrod, David Miller and Spencer Goldenberg were elected to fill the vacancies created by the resignations. The reconstituted board is comprised of Messrs. Axelrod, Miller and Goldenberg, Robert B. Hellman, Jr., Stephen Negrotti, Patricia Wellenbach
and Joseph M. Redling. Mr. Axelrod serves as the chairman of the board.
Strategic Partnership Agreement
On April 2, 2020, we entered into two multi-year Master Services Agreements (the “MSAs”) with Moon Landscaping, Inc. and its affiliate, Rickert Landscaping, Inc. (collectively “Moon”). Under the terms of the MSAs, Moon will provide all grounds and maintenance
services at most of the funeral homes, cemeteries and other properties we own or manage including, but not limited to, landscaping, openings and closings, burials, installations, routine maintenance and janitorial services. Moon will hire all of our grounds and maintenance
employees at the serviced locations and will perform all functions currently handled by those employees. We expect the implementation of the MSAs to take place on a clustered basis over the next three to four months, with full implementation expected no later than July
31, 2020.
We agreed to pay a total of approximately $241 million over the term of the contract, which runs through December 31, 2024, based upon an initial annual cost of $49 million and annual increases of 2%. The first year cost will be prorated based upon exact implementation
and roll-out schedule for each location. As part of the MSAs, we agreed to lease our landscaping and maintenance equipment to Moon for the duration of the agreements and to transfer title to any such equipment we own at the
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end of the term to Moon, in each case without any additional payment by Moon. As of December 31, 2019, the net book value of the equipment we will be leasing to Moon was approximately $7.4 million.
Each party has the right to terminate the MSAs at any time on six months’ prior written notice, provided that if we terminate the MSAs without cause, we will be obligated to pay Moon an equipment credit fee in the amount of $1.0 million for each year remaining in the
term, prorated for the portion of the year in which any such termination occurs. The MSAs also contain representations, covenants and indemnity provisions that are customary for agreements of this nature.
Products and Service Offerings
We are currently one of the largest owners and operators of cemeteries and funeral homes in the U.S. As of December 31, 2019, we operated 321 cemeteries in 27 states and Puerto Rico. We own 291 of these cemeteries and we manage or operate the remaining 30 under
lease, management or operating agreements with the nonprofit cemetery companies that own the cemeteries. As of December 31, 2019, we also owned, operated or managed 90 funeral homes, including 42 located on the grounds of cemetery properties that we own, in 17
states and Puerto Rico.
The cemetery products and services that we sell include the following:
Interment Rights
burial lots
lawn crypts
mausoleum crypts
cremation niches
perpetual care rights
Merchandise
burial vaults
caskets
grave markers and grave marker bases
memorials
Services
installation of burial vaults
installation of caskets
installation of other cemetery merchandise
other service items
We sell these products and services both at the time of death, which we refer to as at-need, and prior to the time of death, which we refer to as pre-need. In 2019, we performed 52,010 burials and sold 25,963 interment rights (net of cancellations). Based on our sales of
interment spaces in 2019, our cemeteries have an aggregate average remaining sales life of 243 years.
Our cemetery properties are located in Alabama, California, Colorado, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Maryland, Michigan, Mississippi, Missouri, New Jersey, North Carolina, Ohio, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
South Carolina, Tennessee, Virginia, Washington, West Virginia and Wisconsin. Our cemetery operations accounted for approximately 82% and 83% of our revenues in 2019 and 2018, respectively.
The funeral home products and services that we sell include the following:
Merchandise
caskets and related items
Services
family consultation
removal and preparation of remains
insurance products
use of funeral home facilities for visitation and prayer services
Our funeral homes are located in Alabama, California, Florida, Illinois, Indiana, Kansas, Maryland, Mississippi, Missouri, North Carolina, Ohio, Oregon, Pennsylvania, Puerto Rico, South Carolina, Tennessee, Virginia and West Virginia. Our funeral home operations
accounted for approximately 18% and 17% of our consolidated revenues in 2019 and 2018, respectively.
OPERATIONS
Segment Reporting and Related Information
We have two distinct reportable segments, which are classified as Cemetery Operations and Funeral Home Operations segments, both of which are supported by corporate costs and expenses.
We have chosen this level of organization and disaggregation of reportable segments because: (a) each reportable segment has unique characteristics that set it apart from the other segment; (b) we have organized our management personnel at these two operational levels;
and (c) it is the level at which our chief decision makers evaluates performance.
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Cemetery Operations
As of December 31, 2019, we operated 321 cemeteries. Our Cemetery Operations include sales of cemetery interment rights, merchandise and services and the performance of cemetery maintenance and other services. An interment right entitles a customer to a burial
space in one of our cemeteries and the perpetual care of that burial space. Burial spaces, or lots, are parcels of property that hold interred human remains. A burial vault is a rectangular container, usually made of concrete but can also be made of steel or plastic, which sits
in the burial lot and in which the casket is placed. The top of the burial vault is buried approximately 18 to 24 inches below the surface of the ground, and the casket is placed inside the vault. Burial vaults prevent ground settling that may create uneven ground surfaces.
Ground settling typically results in higher maintenance costs and potential exposure for accidents on the property. Lawn crypts are a series of closely spaced burial lots with preinstalled vaults and may include other improvements, such as landscaping, sprinkler systems
and drainage. A mausoleum crypt is an above ground structure that may be designed for a particular customer, which we refer to as a private mausoleum or it may be a larger building that serves multiple customers, which we refer to as a community mausoleum. Cremation
niches are spaces in which the ashes remaining after cremation are stored. Cremation niches are often part of community mausoleums; although we sell a variety of cremation niches to accommodate our customers’ preferences.
Grave markers, monuments and memorials are above ground products that serve as memorials by showing who is remembered, the dates of birth and death and other pertinent information. These markers, monuments and memorials include simple plates, such as those
used in a community mausoleum or cremation niche, flush-to-the-ground granite or bronze markers, headstones or large stone obelisks.
One of the principal services we provide at our cemeteries is an "opening and closing," which is the digging and refilling of burial spaces to install the vault and place the casket into the vault. With pre-need sales, there are usually two openings and closings, where
permitted by applicable law. During the initial opening and closing, we install the burial vault in the burial space. Where permitted by applicable law, we usually perform this service shortly after the customer signs a pre-need contract. Advance installation allows us to
withdraw the related funds from our merchandise trusts, making the amount in excess of our cost to purchase and install the vault available to us for other uses and eliminates future merchandise trusting requirements for the burial vault and its installation. During the final
opening and closing, we remove the dirt above the vault, open the lid of the vault, place the casket into the vault, close the vault lid and replace the ground cover. With at-need sales, we typically perform the initial opening and closing at the time we perform the final
opening and closing. Our other services include the installation of other cemetery merchandise and the perpetual care related to interment rights.
Funeral Home Operations
As of December 31, 2019, we owned, operated or managed 90 funeral homes, 42 of which are located on the grounds of cemetery properties that we own. Our funeral homes offer a range of services to meet a family’s funeral needs, including family consultation, final
expense insurance products, the removal and preparation of remains, provision of caskets and related funeral merchandise, the use of funeral home facilities for visitation, worship and performance of funeral services and transportation services. Funeral Home Operations
primarily generate revenues from at-need sales.
Cremation Products and Services
We operate crematories at some of our cemeteries or funeral homes, but our primary crematory operations are sales of receptacles for cremated remains, such as urns, and the inurnment of cremated remains in niches or scattering gardens. Cremation products and services
usually cost less than traditional burial products and services and take up less space than burials. We sell cremation products and services on both a pre-need and an at-need basis.
Seasonality
Although the death care business is relatively stable and predictable, our results of operations may be subject to seasonal fluctuations in deaths due to weather conditions, illness and public health crises, such as the COVID-19 Pandemic. Generally, more deaths occur
during the winter months, primarily resulting from pneumonia and influenza. In addition, we generally perform fewer initial openings and closings in the winter, as the ground is frozen in many of the areas in which we operate. We may also experience declines in contracts
written during the winter months due to increased inclement weather during which our sales staff would be unable to meet with customers.
Sales Contracts
Pre-need products and services are typically sold on an installment basis. At-need products and services are generally required to be paid for in full in cash by the customer at the time of sale. As a result of our pre-need sales, the backlog of unfulfilled pre-
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need performance obligations recorded in deferred revenues was $949.4 million and $919.6 million at December 31, 2019 and 2018, respectively.
Trusts
Sales of cemetery products and services are subject to a variety of state regulations. In accordance with these regulations, we are required to establish and fund two types of trusts: merchandise trusts and perpetual care trusts, to ensure that we can meet our future
obligations. Our funding obligations are generally equal to a percentage of the sales proceeds or costs of the products and services we sell.
Sales Personnel, Training and Marketing
As of December 31, 2019, we employed 455 full-time commissioned salespeople and four part-time commissioned salespeople, 125 salaried sales managers, 20 outside sales counselors and seven full-time sales support employees. We had two divisional sales vice
presidents who report directly to our two divisional presidents. Individual salespersons are typically located at the cemeteries they serve and report directly to the cemetery sales manager. We have made a commitment to the ongoing education and training of our sales force
and to salesperson retention in order to provide our customers high quality customer service and in an effort to comply with all applicable laws and requirements. Our salespeople are trained to prioritize our customers’ needs and sell merchandise and services that are in our
customers’ best interests. Our training program includes classroom training at regional training locations, field training, periodically updated training materials that utilize media, such as web based modules, for interactive training and participation in industry seminars.
Additionally, we place special emphasis on training property sales managers, who are key elements to a successful pre-need sales program.
We generate sales leads through various methods including digital marketing, direct mail, websites, funeral follow-up and sales force cold calling, with the assistance of database mining and other marketing resources. We have created a marketing department to allow us to
use more sophisticated marketing techniques to focus more effectively on our lead generation and to direct sales efforts. Sales leads are referred to the sales force to schedule an appointment, either at the customer’s home or at the cemetery location.
Acquisitions
We did not complete any acquisitions during the year ended December 31, 2019. On January 19, 2018, we 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. We had been managing these properties since August 2016. We accounted for the purchase of these properties, which were not material individually or in the aggregate, under the acquisition method of accounting.
Competition
Our cemeteries and funeral homes generally serve customers that live within a 10 to 15-mile radius of a property’s location. We face competition from other cemeteries and funeral homes located within this localized area. Most of these cemeteries and funeral homes are
independently owned and operated, and most of these owners and operators are smaller than we are and have fewer resources than we do. We have historically face limited competition from the two larger publicly held death care companies that have U.S. operations —
Service Corporation International and Carriage Services, Inc. — as they do not directly operate cemeteries in the same local geographic areas in which we operate. Furthermore, these companies have historically generated the majority of their revenues from funeral home
operations. Based on the relative levels of cemetery and funeral home operations of these publicly traded death care companies, which are disclosed in their filings with the Securities and Exchange Commission (the "SEC"), we believe that we are the only publicly held
death care company that focuses a majority of its efforts on Cemetery Operations.
Within a localized area of competition, we compete primarily for at-need sales, because, in general, many of the independently owned, local competitors may not have pre-need sales programs. Most of these competitors do not have as many of the resources that are
available to us to launch and grow a substantial pre-need sales program. The number of customers that cemeteries and funeral homes are able to attract is largely a function of reputation and heritage, although competitive pricing, professional service and attractive, well-
maintained and conveniently located facilities are also important factors. The sale of cemetery and funeral home products and services on a pre-need basis has increasingly been used by many companies as an important marketing tool. Due to the importance of reputation
and heritage, increases in customer base are usually gained over a long period of time.
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Competitors within a localized area have an advantage over us if a potential customer’s family members are already buried in the competitor’s cemetery. If either of the two publicly held death care companies identified above operated, or in the future were to operate,
cemeteries within close proximity of our cemeteries, they may offer more competition than independent cemeteries and may have a competitive advantage over us to the extent they have greater financial resources available to them due to their size and access to the capital
markets.
REGULATION
Our funeral operations are regulated by the Federal Trade Commission (the “FTC”) under Section 5 of the Federal Trade Commission Act and a trade regulation rule for the funeral industry promulgated thereunder referred to as the “Funeral Rule.” The Funeral Rule
defines certain acts or practices as unfair or deceptive and contains certain requirements to prevent these acts or practices. The preventive measures require a funeral provider to give consumers accurate, itemized price information and various other disclosures about
funeral merchandise and services and prohibit a funeral provider from: (i) misrepresenting legal, crematory and cemetery requirements; (ii) embalming for a fee without permission; (iii) requiring the purchase of a casket for direct cremation; (iv) requiring consumers to
buy certain funeral merchandise or services as a condition for furnishing other funeral merchandise or services; (v) misrepresenting state and local requirements for an outer burial container; and (vi) representing that funeral merchandise and services have preservative and
protective value. Additionally, the Funeral Rule requires the disclosure of mark-ups, commissions, additional charges and rebates related to cash advance items. Our operations are also subject to regulation, supervision and licensing under numerous federal, state and local
laws and regulations, including those that impose trusting requirements
Our operations are subject to federal, regional, state and local laws and regulations related to environmental protection, such as the federal Clean Air Act, Clean Water Act, Emergency Planning and Community Right-to-Know Act and Comprehensive Environmental
Response ("EPCRA"), Compensation, and Liability Act, that impose legal requirements governing air emissions, waste management and disposal and wastewater discharges.
We are subject to the requirements of the Occupational Safety and Health Act ("OSHA") and comparable state statutes. OSHA’s regulatory requirement, known as the Hazard Communication Standard, and similar state statutes require us to provide information and training
to our employees about hazardous materials used or maintained for our operations. We may also be subject to Tier 1 or Tier 2 Emergency and Hazardous Chemical Inventory reporting requirements under the EPCRA, depending on the amount of hazardous materials
maintained on-site at a particular facility. We are also subject to the federal Americans with Disabilities Act and similar laws, which, among other things, may require that we modify our facilities to comply with minimum accessibility requirements for disabled persons.
We take various measures to comply with the Funeral Rule and all other laws and regulations to which we are subject, and we believe we are substantially in compliance with these existing laws and regulations.
Federal, state and local legislative bodies and regulatory agencies frequently propose new laws and regulations, some of which could have a material effect on our operations and on the deathcare industry in general. We cannot accurately predict the outcome of any
proposed legislation or regulation or the effect that any such legislation or regulation might have on us.
Employees
On January 31, 2019, we announced a profit improvement initiative, as part of our ongoing organizational review, designed to further integrate, streamline and optimize our operations. As part of this profit improvement initiative, during 2019 we undertook certain cost
reduction initiatives, which included a reduction of approximately 200 positions of our workforce within our field operations and corporate functions in our headquarters located in Trevose, Pennsylvania.
As of December 31, 2019, we employed 2,313 full-time, 219 part-time and 14 seasonal employees. 40 of these full-time employees are represented by various unions in Pennsylvania, California, New Jersey and Illinois and are subject to collective bargaining agreements
that have expiration dates ranging from September 2020 to May 2023. We believe that our relationship with our employees is generally favorable.
Available Information
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC, including us.
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We maintain an Internet website with the address of http://www.stonemor.com. The information on this website is not, and should not be considered, part of this Annual Report and is not incorporated by reference into this Annual Report. This website address is only
intended to be an inactive textual reference. Copies of our reports filed with, or furnished to, the SEC on Forms 10-K, 10-Q and 8-K, and any amendments to such reports, are available for viewing and copying at such Internet website, free of charge, as soon as reasonably
practicable after filing such material with, or furnishing it to, the SEC.
ITEM 1A.
RISK FACTORS
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions that we believe are reasonable regarding the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy and other future conditions. All statements, other than statements of historical information, should be deemed to be forward-looking statements. The words “may,” “will,” “estimate,” “believe,” “expect,” “anticipate,”
“plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements.
Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the risks set forth below. The risks described below are those that we have identified as material and is not an exhaustive list of all the risks we face.
There may be others that we have not identified or that we have deemed to be immaterial. All forward-looking statements made by us or on our behalf are qualified by the risks described below. If any events occur that give rise to the following risks, our business, financial
condition or results of operations could be materially and adversely impacted. These risk factors, some of which are beyond our control or not readily predictable, should be read in conjunction with other information set forth in this Annual Report, including our
consolidated financial statements and the related notes. Investors are cautioned not to put undue reliance on our forward-looking statements.
RISKS RELATED TO OUR INDEBTEDNESS
Our level of indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt obligations.
As of December 31, 2019, we had $393.4 million of total debt (excluding debt issuance costs, debt discounts and capital lease obligations), consisting of $392.8 million of the Senior Secured Notes and $0.6 million of financed vehicles. Our indebtedness requires
significant interest and principal payments. Since December 31, 2019, we have redeemed an aggregate of $31.3 million of principal on the Senior Secured Notes, primarily with the net proceeds from the Oakmont Sale, and we anticipate using the first $23.7 million of net
proceeds and 80% of the remaining net proceeds from the Olivet Sale along with 80% of the net proceeds from the Remaining California Sale to redeem additional portions of the outstanding Senior Secured Notes. Under the Indenture, we are obligated to pay a 2.0%
premium for future redemptions of the principal of the Senior Secured Notes in excess of $23.7 million. We have the right and expect to pay quarterly interest at a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind through January
30, 2022. The Senior Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022.
Our level of indebtedness could have important consequences to us, including:
•
•
•
•
•
continuing to require us to dedicate a substantial portion of our cash flow from operations to the payment of the principal of and interest on our indebtedness, thereby reducing the funds available for operations and any future business opportunities;
limiting flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;
placing us at a competitive disadvantage compared to our competitors that have less indebtedness;
increasing our vulnerability to adverse general economic or industry conditions; and
limiting our ability to obtain additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements and increasing our cost of borrowing.
In addition, the Indenture prohibits us from incurring additional debt or liens for working capital expenditures, acquisitions or other purposes (subject to very limited exceptions), requires us to maintain a minimum liquidity level on a rolling ten business day basis and
requires us to meet minimum interest and asset coverage ratios as of the end of each fiscal quarter. Our ability to make payments on and to refinance our indebtedness will depend on our ability to generate cash in the future from operations, financings or asset sales. Our
ability to repay our indebtedness and comply with the restrictive and financial maintenance covenants will be dependent on, among other things, the successful execution of our strategic plans. If we require additional
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capacity under the restrictive covenants to successfully execute our strategic plans or if we are unable to comply with the financial maintenance covenants, we will need to seek an amendment from a majority of the holders of the Senior Secured Notes. No assurances can
be given that we will be successful in obtaining such an amendment, and any failure to obtain such an amendment will have a material adverse effect on our business operations and our financial results.
Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not generate sufficient funds to service our debt and meet our business needs, such as funding working capital or
the expansion of our operations. If we are not able to repay or refinance our debt as it becomes due, we may be forced to take certain actions, including reducing spending on day-to-day operations, reducing future financing for working capital, capital expenditures and
general corporate purposes, selling assets or dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. The trustee or holders of our debt could also accelerate amounts due in the event that we default,
which could potentially trigger a default or acceleration of the maturity of our debt.
In addition, our ability to withstand competitive pressures and to react to changes in our industry could be impaired, and our leverage could put us at a competitive disadvantage compared to our competitors that are less leveraged, as these competitors could have greater
financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. Our leverage could also impede our ability to withstand downturns in our industry or the economy in general.
The prohibition on incurring additional debt in the Indenture for the Senior Secured Notes, as well as future operating results, may require us to issue additional equity securities to finance our working capital and capital expenditure needs. Any such equity issuance may
be at a price less than the then-current market price, which would result in dilution to our stockholders’ interest in us.
The Indenture prohibits us from incurring additional debt, including to fund working capital and capital expenditures, subject to very limited exceptions. This prohibition may require us to issue additional equity securities in order to provide us with sufficient cash to fund
our working capital, liquidity and capital expenditure needs. There can be no assurance as to the price and terms on which such equity securities may be issued, and our stockholders’ equity interest in us may be materially diluted. For example, under the Supplemental
Indenture and the Axar Commitment, we agreed to use our best efforts to effectuate a rights offering with an exercise price per shares of $0.73 per share with aggregate proceeds of not less than $17.0 million. Except as set forth in the Axar Commitment, there can be no
assurances that we will be able to issue additional equity on any terms, in which case we may not have sufficient cash to fund our working capital, liquidity and capital expenditure needs and we may be unable to comply with one or more of the financial maintenance
covenants in the Indenture.
We must comply with covenants in the Indenture. Failure to comply with these covenants, which may result from events that are not within our control, may result in an Event of Default under the Indenture, which would have a material adverse effect on our business and
financial condition and on the trading price of our common shares.
The operating and financial restrictions and covenants in the Indenture restrict our ability to finance future operations or capital needs, including working capital and other liquidity, or to expand or pursue our business activities. For example, the Indenture requires us to
comply with various affirmative covenants regarding, among other matters, maintenance and investment of trust funds and trust accounts into which certain sales proceeds are required by law to be deposited, minimum liquidity and other covenants. The Indenture also
includes other restrictive and financial maintenance covenants including, but not limited to:
•
covenants that, subject to certain exceptions, limit our ability to:
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▪
▪
▪
▪
▪
▪
incur additional indebtedness, including entering into a working capital facility;
grant liens;
engage in certain sale/leaseback, merger, consolidation or asset sale transactions;
make certain investments;
pay dividends or make distributions;
engage in affiliate transactions;
amend our organizational documents; and
make capital expenditures; and
•
covenants that require us to maintain:
▪
▪
a minimum liquidity level on a rolling ten business day basis;
a minimum interest coverage ratio on a trailing twelve month basis as of each fiscal quarter end; and
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▪
a minimum asset coverage ratio as of each fiscal quarter end.
The Indenture also 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:
•
•
•
•
•
•
•
•
our failure to pay any interest on any senior secured note when it becomes due and payable that remains uncured for five business days;
our failure 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;
our failure to comply with the agreements and covenants relating to maintenance of our 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 restrictive or financial
maintenance covenants in the Indenture;
our failure to comply with any other agreements or covenants contained in the Indenture or certain other agreements executed in connection with the Indenture 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 (as defined in the Indenture);
certain bankruptcy or insolvency proceedings involving an Issuer or any subsidiary; and
our failure to maintain one or more licenses, permits or similar approvals for the conduct of our 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.
Our ability to comply with the covenants and restrictions contained in the Indenture may be affected by events beyond our control, including prevailing economic, financial and industry conditions and global health concerns. As a result of changes in market or other
economic conditions, our ability to comply with these covenants may be impaired.
If we violate any of the restrictions, covenants, ratios or tests in our Indenture, or fail to pay amounts thereunder when due, the trustee or the holders of at least 25% of the outstanding principal amount of our Senior Secured Notes will be able to accelerate the maturity of
all amounts due under the Senior Secured Notes and demand repayment of amounts outstanding. We might not have, or be able to obtain, sufficient funds to make these accelerated payments, and the failure to make such payments would have a material adverse effect on
our business operations and our financial results. Additionally, any subsequent replacement of our debt obligations or any new indebtedness could have similar or greater restrictions.
RISK FACTORS RELATED TO OUR BUSINESS
Our ability to execute our strategic plans depends on many factors, some of which are beyond our control.
Our strategic plans are focused on efforts to revitalize the business, grow our revenue and manage our operating and non-recurring operating expenses. Many of the factors that impact our ability to execute our strategic plans, such as the number of deaths and general
economic conditions, are beyond our control. Changes in operating conditions, such as supply disruptions and labor disputes, could negatively impact our operations. If we are unable to leverage scale to drive cost savings, productivity improvements, pre-need production
or anticipated earnings growth, or if we are unable to deploy capital to maximize stockholder value, our financial performance could be affected. If we are unable to identify divestitures as planned or to realize expected synergies and strategic benefits, our financial
performance could also be affected. We cannot give assurance that we will be able to execute any or all of our strategic plans. Failure to execute any or all of our strategic plans could have a material adverse effect on our financial condition, results of operations, and cash
flows.
In April 2019, we outlined and began implementing a turnaround strategy to return to profitability that is focused on four key goals: cash flow and liquidity, capital structure, strategic balance sheet/portfolio review and performance improvement from cost reductions and
revenue enhancement. The turnaround strategy may negatively impact our operations, which could include
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disruptions from the realignment of operational functions within the home office, sales of selected properties, changes in the administrative reporting structure and changes in our product assortments or marketing strategies. The impact of these disruptions may be material,
and these changes could adversely affect our business operations and financial results. These changes could also decrease the cash we have available to fund ongoing liquidity and working capital requirements, and we may experience periods of limited liquidity. In
addition, we are currently not generating sufficient consistent cash flow to cover the interest payments on our debt and meet our operating liquidity needs. If our turnaround strategy is not successful, takes longer than initially projected or is not executed effectively, our
business operations, financial results, liquidity and cash flow will be adversely affected. Furthermore, no assurances can be given that our turnaround strategy, even if implemented properly, will result in a return to profitability.
We are under leadership of a new Board of Directors, who collectively have a limited operating history with us.
In June 2019, in connection with the Recapitalization Transactions (as defined in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Events), our Board of Directors was reconstituted. Directors Martin R.
Lautman, Ph.D., Leo J. Pound, Robert A. Sick and Fenton R. Talbott resigned as directors and the authorized number of directors was reduced to seven. Andrew Axelrod, David Miller and Spencer Goldenberg were elected as directors to fill the vacancies created by the
resignations. The reconstituted Board of Directors is comprised of Messrs. Axelrod, Miller and Goldenberg, Robert Hellman, Stephen Negrotti, Patricia Wellenbach and Joe Redling. Certain of our new board members have limited experience with our management team
and our business. The ability of our new directors to quickly understand our business plans, operations and turnaround strategies will be critical to their ability to make informed and effective decisions about our strategy and operations, particularly given the competitive
environment in which our business operates.
Cemetery burial practice claims could have a material adverse impact on our financial results.
Our cemetery practices have evolved and improved over time. Most of our cemeteries have been operating for decades and may have used practices and procedures that are outdated in comparison to today's standards. When cemetery disputes occur, we may be subject to
litigation and liability for improper burial practices, including:
•
•
burial practices of a different era that are judged today in hindsight as being outdated; and
alleged violations of our practices and procedures by one or more of our associates.
In addition, since most of our cemeteries were acquired through various acquisitions, we may be subject to litigation and liability based upon actions or events that occurred before we acquired or managed the cemeteries. Claims or litigation based upon our cemetery burial
practices could have a material adverse impact on our financial condition, results of operations and cash flows.
Our ability to generate pre-need sales depends on a number of factors, including sales incentives and local and general economic conditions.
Significant declines in pre-need sales would reduce our backlog and revenue and could reduce our future market share. On the other hand, a significant increase in pre-need sales could have a negative impact on cash flow as a result of commissions and other costs incurred
initially without corresponding revenue.
We are continuing to refine the mix of service and product offerings in both our funeral and cemetery segments, including changes in our sales commission and incentive structure. These changes could cause us to experience declines in pre-need sales in the short-run. In
addition, economic conditions at the local or national level could cause declines in pre-need sales either as a result of less discretionary income or lower consumer confidence. Declines in pre-need cemetery property sales reduce current revenue, and declines in other pre-
need sales would reduce our backlog and future revenue and could reduce future market share.
Pre-need sales typically generate low or negative cash flow in the periods immediately following sales, which could adversely affect our liquidity and cash flow.
When we sell cemetery merchandise and services on a pre-need basis, upon cash collection, we pay commissions on the sale to our salespeople and are required by state law to deposit a portion of the sales proceeds into a merchandise trust. In addition, most of our
customers finance their pre-need purchases under installment contracts payable over a number of years. Depending on the trusting requirements of the states in which we operate, the applicable sales commission rates and the amount of the down payment, our cash flow
from sales to customers through installment contracts is typically negative until we have collected the related receivable or until we purchase the products or perform the services and are permitted to withdraw funds
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we have deposited in the merchandise trust. To the extent we increase pre-need sales, state trusting requirements are increased or we delay the performance of the services or delivery of merchandise we sell on a pre-need basis, our cash flow from pre-need sales may be
further reduced, and our liquidity could be adversely affected.
We have a history of operating losses and may not achieve or maintain profitability and positive cash flow.
We have incurred negative cash flows from operations and net losses for several years and have an accumulated deficit as of December 31, 2019, due to an increased competitive environment, increased expenses due to the C-Corporation Conversion and increases in
professional fees and compliance costs. To the extent that we continue to have negative operating cash flow in future periods, we may not have sufficient liquidity and we may not be able to successfully implement our turnaround strategy. We cannot predict if or when we
will operate profitably and generate positive cash flows.
Our merchandise and perpetual care trust funds own investments in equity securities, fixed income securities, mutual funds and master limited partnerships, which are affected by financial market conditions that are beyond our control.
Pursuant to state law, a portion of the proceeds from pre-need sales of merchandise and services is put into merchandise trusts until such time that we meet the requirements for releasing trust principal, which is generally delivery of merchandise or performance of services.
In addition, the Indenture also provides certain limitations on how the assets in the merchandise trusts may be invested. Generally, a majority of the 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.
Also, 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 us and must remain in this trust in perpetuity while interest and dividends may be
released and used to defray cemetery maintenance costs.
These trust assets are managed by a trustee, which is advised by Cornerstone, our registered investment adviser subsidiary, all under the oversight of the Trust and Compliance Committee of our Board. Cornerstone has engaged two outside sub-advisers to assist
Cornerstone in providing investment recommendations with respect to certain trust assets. There is no guarantee that the trustee will achieve its objectives and deliver adequate returns, and the trustee’s investment choices may result in losses. In addition our returns on
these investments are affected by financial market conditions that are beyond our control. If the investments in our trust funds experience significant declines, there could be insufficient funds in the trusts to cover the costs of delivering services and merchandise. Pursuant
to state law, we may be required to cover any such shortfall in merchandise trusts with cash flows from operations, which could have a material adverse effect on our financial condition, results of operations or cash flows. A substantial portion of our revenue is generated
from investment returns that we realize from merchandise and perpetual care trusts. Unstable economic conditions have, at times, caused us to experience declines in the fair value of the assets held in these trusts. Moreover future cash flows could be negatively impacted if
we are forced to liquidate any such investments that are in an impaired position.
If the fair market value of these trusts, plus any other amount due to us upon delivery of the associated contracts, were to decline below the estimated costs to deliver the underlying products and services, we would record a charge to earnings to record a liability for the
expected losses on the delivery of the associated contracts.
For more information related to our trust investments, see Note 7, Merchandise Trusts and Note 8, Perpetual Trusts to our consolidated financial statements in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report.
We may be required to replenish our funeral and cemetery trust funds in order to meet minimum funding requirements, which would have a negative effect on our earnings and cash flow.
In certain states, we have withdrawn allowable distributable earnings from our merchandise trusts, including gains prior to the maturity or cancellation of the related contract. Additionally, some states have laws that either require replenishment of investment losses under
certain circumstances or impose various restrictions on withdrawals of future earnings when trust fund values drop below certain prescribed amounts. In the event of realized losses or market declines, we may be required to deposit portions or all of these amounts into the
respective trusts in some future period. As of December 31, 2019, we had unrealized losses of approximately $4.2 million in the various trusts within these states, of which $3.1 million were in merchandise trust accounts and $1.1 million were in perpetual care trust
accounts.
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Any reductions in the earnings of the investments held in merchandise and perpetual care trusts could adversely affect our revenues and cash flow.
We invest our trust assets primarily for generation of realized income. We rely on the earnings, interest and dividends paid by the assets in our trusts to provide both revenue and cash flow. Interest income from fixed-income securities is particularly susceptible to changes
in interest rates and declines in credit worthiness while dividends from equity securities are susceptible to the issuer’s ability to make such payments. Declines in earnings from perpetual care trust funds would cause a decline in current revenue, while declines in earnings
from other trust funds could cause a decline in future cash flows and revenue.
Unfavorable publicity could affect our reputation and business.
Since our operations relate to life events that are emotionally stressful for our client families, our business is dependent on customer trust and confidence. Unfavorable publicity about our business generally or in relation to any specific location could affect our reputation
and customers’ trust and confidence in our products and services, thereby having an adverse impact upon our sales and financial results.
Our failure to attract and retain qualified sales personnel and management could have an adverse effect on our business and financial condition.
Our ability to attract and retain a qualified sales force and other personnel is an important factor in achieving future success. Buying cemetery and funeral home products and services, especially at-need products and services, is very emotional for most customers, so our
sales force must be particularly sensitive to our customers’ needs. We cannot assure our stockholders that we will be successful in our efforts to attract and retain a skilled sales force. If we are unable to maintain a qualified and productive sales force, our revenues may
decline and our cash available for distribution may decrease.
Our success also depends upon the services and capabilities of our management team. Management establishes the "tone at the top" by which an environment of ethical values, operating style and management philosophy is fostered. The inability of our senior management
team to maintain a proper "tone at the top" or the loss of services of one or more members of senior management, as well as the inability to attract qualified managers or other personnel could have a material adverse effect on our business, financial condition and results of
operations. We may not be able to locate or employ on acceptable terms qualified replacements for senior management or key employees if their services were no longer available. We do not maintain key employee insurance on any of our executive officers.
Failure to effectively identify and manage divestitures and acquisitions could have an adverse effect on our results of operations.
In the fourth quarter of 2019, we launched an asset sale program designed to divest assets at attractive multiples, reduce debt levels and improve our cash flow and liquidity. As of April 1, 2020, execution of this program has resulted in the consummation of the Oakmont
Sale in January 2020 and the execution of two separate asset purchase agreements for the Olivet Sale and the Remaining California Sale in March 2020. However, we may not be successful in identifying additional divestiture opportunities on terms acceptable to us and the
gains or losses on the divestiture of, or lost operating income from, such assets may affect our earnings.
In addition, we continue to evaluate acquisition opportunities that could strategically fit our business objectives. However, we may not be successful in identifying and acquiring cemeteries or funeral homes on terms favorable to us or at all and may face competition from
other death care companies in making acquisitions. In addition, if we complete acquisitions, we may encounter various associated risks, including the inability to integrate an acquired business into our operations, diversion of management’s attention and unanticipated
problems or liabilities, some or all of which could have a material adverse effect on our operations and financial performance. Moreover, if we acquire cemeteries that do not have an existing pre-need sales program or a significant amount of pre-need products and services
that have been sold but not yet purchased or performed, the operation of the cemetery and implementation of a pre-need sales program after acquisition may require significant amounts of working capital.
We are also limited by our Indenture, which prohibits us from incurring additional debt or liens for acquisitions and engaging in certain asset sale transactions (subject to very limited exceptions), as well as restricts our use of proceeds from asset sale transactions.
If our execution and implementation of divestitures and acquisitions is unsuccessful, our financial condition, results of operations and cash flow could be adversely affected. We may also incur asset impairment charges related to divestitures or acquisitions that would
reduce our earnings.
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We have identified material weaknesses in our internal control over financial reporting and determined that our disclosure controls and procedures were not effective which could, if not remediated, result in additional material misstatements in our financial statements and
may adversely affect our liquidity, the market for our common shares and our business.
Our management is responsible for establishing and maintaining adequate disclosure controls and procedures and internal control over our financial reporting, as defined in Rules 13a- 15(e) and 13a-15(f), respectively, under the Exchange Act. Effective internal controls
are necessary for us to provide timely, reliable and accurate financial reports, identify and proactively correct any deficiencies, material weaknesses or fraud and meet our reporting obligations. As disclosed in Part II, Item 9A. Controls and Procedures of this Annual
Report, management identified material weaknesses in our internal control over financial reporting and concluded our disclosure controls and procedures were not effective as of December 31, 2018. A material weakness is defined as a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our independent registered public accounting
firm also expressed an adverse opinion on the effectiveness of our internal control over financial reporting.
We have commenced our remediation efforts as discussed in Part II, Item 9A. Controls and Procedures of this Annual Report to address the material weaknesses in internal control over financial reporting and ineffective disclosure controls and procedures, which may
include replacing and or enhancing our accounting systems in order to better perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. If accounting systems are not successfully implemented or we encounter other difficulties, we might incur
significant unexpected expenses in order to perform the Section 404 evaluation and our ability to file timely with the SEC may be adversely impacted. In addition, if our remedial measures are insufficient, or if additional material weaknesses or significant deficiencies in
our internal controls occur in the future, we could be required to further restate our financial results, which could materially and adversely affect our business, results of operations and financial condition, restrict our ability to access the capital markets, require us to expend
significant resources to correct the material weaknesses or deficiencies, harm our reputation or otherwise cause a decline in investor confidence.
We rely significantly on information technology and any failure, inadequacy, interruption or security lapse of that technology, including any cybersecurity incidents, could harm our ability to operate our business effectively.
Our ability to manage and maintain our internal reports effectively and integrate new business acquisitions depends significantly on our operational technology platform and other information systems. Some of our information technology systems may experience
interruptions, delays or cessations of service or produce errors in connection with ongoing systems implementation work. Cybersecurity attacks in particular are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data
and other electronic security breaches that could lead to disruptions in systems and corruption of data. The failure of our systems to operate effectively or to integrate with other systems or a breach in security or other unauthorized access of these systems may also result in
reduced efficiency of our operations and could require significant capital investments to remediate any such failure, problem or breach and to comply with applicable regulations, all of which could adversely affect our business, financial condition and results of operations.
Any failure to maintain the security of the information relating to our customers, their loved ones, our employees and our vendors could damage our reputation, cause us to incur substantial additional costs and make us subject to litigation, all of which could adversely
affect our operating results, financial condition or cash flow.
In the ordinary course of our business, we receive certain personal information, in both physical and electronic formats, about our customers, their loved ones, our employees and our vendors. In addition, our online operations depend upon the secure transmission of
confidential information over public networks, including information permitting electronic payments. We maintain security measures and data backup systems to protect, store and prevent unauthorized access to such information. However, it is possible that computer
hackers and others (through cyberattacks, which are rapidly evolving and becoming increasingly sophisticated, or by other means) might defeat our security measures in the future and obtain the personal information of customers, their loved ones, our employees and our
vendors that we hold. In addition, our employees, contractors or third parties with whom we do business may attempt to circumvent our security measures to misappropriate such information and may purposefully or inadvertently cause a breach, corruption or data loss
involving such information. A breach of our security measures or failure in our backup systems could adversely affect our reputation with our customers and their loved ones, our employees and our vendors, as well as our operations, results of operations, financial
condition and cash flow. It could also result in litigation against us or the imposition of penalties. Moreover, a security breach could require that we expend significant additional resources to upgrade further the security measures that we employ to guard such important
personal information against cyberattacks and other attempts to access such information and could result in a disruption of our operations.
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The financial condition of third-party insurance companies that fund our pre-need funeral contracts and the amount of benefits those policies ultimately pay may impact our financial condition, results of operations or cash flows.
Where permitted, customers may arrange their pre-need funeral contract by purchasing a life insurance or annuity policy from third-party insurance companies. The customer/policy holder assigns the policy benefits to our funeral home to pay for the pre-need funeral
contract at the time of need. For the sales of pre-need funeral contracts funded through life insurance policies, we receive commissions from third-party insurance companies. Additionally, there is a death benefit associated with the contract that may vary over the contract
life. There is no guarantee that the value of the death benefit will increase or cover future increases in the cost of providing a funeral service. If the financial condition of the third-party insurance companies were to deteriorate materially because of market conditions or
otherwise, there could be an adverse effect on our ability to collect all or part of the proceeds of the life insurance or annuity policy, including any increase in the death benefit. Failure to collect such proceeds could have a material adverse effect on our financial condition,
results of operations or cash flows.
Our liquidity may be impacted by our ability to negotiate bonding arrangements with third-party insurance companies.
Where permitted, we may enter into bonding arrangements with insurance companies, whereby pre-need performance obligations otherwise required to be trusted may be insured through a process called bonding. In the event that we are unable to deliver on bonded pre-
need contract sales at the time of need, the insurance company will provide cash sufficient to deliver goods for the respective pre-need sale item. On an ongoing basis, we must negotiate acceptable terms of these various bonding arrangements, and the insurance company
may require us to provide cash collateral from time to time under certain circumstances. To the extent we are unable to negotiate acceptable terms for such arrangements and thus are no longer able to maintain existing bonds, we would need to deposit the corresponding
amounts in the merchandise trusts. In addition, the insurance companies may increasingly require us to provide cash collateral for such surety bonds in light of our financial condition. We may be required to provide additional cash collateral from time to time under certain
circumstances. Any of these actions would have an adverse impact on our liquidity.
Litigation or legal proceedings could expose us to significant liabilities and damage our reputation.
From time to time, we are party to various claims and legal proceedings, including, but not limited to, claims and proceedings regarding employment, cemetery or burial practices and other litigation. As set forth more fully in Part I, Item 3. Legal Proceedings and Part II,
Item 8. Financial Statements and Supplementary Data, Note 15 Commitments and Contingencies of this Annual Report, we are currently subject to state law claims that certain of our officers and directors breached their fiduciary duty to the Company. We could also
become subject to additional claims and legal proceedings relating to the factual allegations made in these actions. We are also subject to class or collective actions under the wage and hours provisions of the Fair Labor Standards Act and state wage and hour laws,
including, but not limited to, national and state class or collective actions, or putative class or collective actions.
Adverse outcomes in some or all of our pending cases may result in significant monetary damages or injunctive relief against us, as litigation and other claims are subject to inherent uncertainties. Any such adverse outcomes, in pending cases or other lawsuits that may
arise in the future, could have a material adverse impact on our financial position, results of operations and cash flow. While we hold insurance policies that may reduce cash outflows with respect to adverse outcomes of certain litigation matters, these insurance policies
exclude certain claims, such as claims arising under the Fair Labor Standards Act.
In addition, litigation claims and legal proceedings could demand substantial amounts of our management’s time, resulting in the diversion of our management resources from effectively managing our business operations, and costs to defend litigation claims and legal
proceedings could be material. Any adverse publicity resulting from allegations made in litigation claims or legal proceedings may also adversely affect our reputation. All these factors could negatively affect our business and results of operations.
Our ability to use our Net Operating Losses and other tax assets is uncertain.
As of December 31, 2019, we had net operating loss (“NOL”) carryforwards of approximately $423.0 million for U.S. federal income tax purposes and substantial similar tax assets at the federal and state levels. Along with other previous transfers of our interests, we
believe the Recapitalization Transactions caused an “ownership change” for income tax purposes, which may significantly limit our ability to use NOLs and certain other tax assets to offset future taxable income, possibly reducing the amount of cash available to us to
satisfy our obligations.
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A number of years may elapse before particular tax matters, for which we have established accruals, are audited and finally resolved.
We are subject to federal income tax laws and state tax laws. The number of tax years open to audit varies depending on the tax jurisdiction. The federal statutes of limitations have expired for all tax years prior to 2016, and we are not currently under audit by the Internal
Revenue Service (“IRS”). Various state jurisdictions are conducting sales tax audits from years 2015 to 2019 and escheat audits from year 2005 to present day. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we
believe that our accruals reflect the probable outcome of known tax contingencies. However, unfavorable settlement of any particular issue may reduce a deferred tax asset or require the use of cash, which may have a material adverse impact to our financial statements.
Favorable resolution could result in reduced income tax expense reported in the financial statements in the future. For further details, see Part II, Item 8. Financial Statements and Supplementary Data, Note 12 Income Taxes of this Annual Report.
Changes in taxation as well as the inherent difficulty in quantifying potential tax effects of business decisions could have a material adverse effect on the results of our operations, financial condition, or cash flows.
We make judgments regarding the utilization of existing income tax credits and the potential tax effects of various financial transactions and results of operations to estimate our obligations to taxing authorities. Tax obligations include income, franchise, real estate, sales
and use and employment-related taxes. These judgments include reserves for potential adverse outcomes regarding tax positions that have been taken. Changes in federal, state, or local tax laws, adverse tax audit results, or adverse tax rulings on positions taken could have
a material adverse effect on the results of our operations, financial condition or cash flow.
If the IRS makes audit adjustments to the Partnership’s income tax returns for 2018 or 2019 tax years, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from such audit adjustment directly from us, in which
case our financial condition could be adversely affected.
Pursuant to the Bipartisan Budget Act of 2015, for our 2018 and 2019 tax years, if the IRS makes audit adjustments to the Partnership’s income tax returns, it (and some states) may assess and collect any taxes (including any applicable penalties and interest) resulting from
such audit adjustment directly from us. To the extent possible under the new rules, we may elect to either pay the taxes (including any applicable penalties and interest) directly to the IRS or, if we are eligible, issue a revised Schedule K-1 to each holder of the Partnership’s
common units during the applicable year with respect to an unaudited and adjusted return. Although we may elect to have such unitholders take such audit adjustment into account in accordance with their interests in the Partnership during the tax year under audit, there
can be no assurance the election will be practical, permissible or effective in all circumstances. As a result, StoneMor Inc. may be required to pay the necessary taxes, which would mean that our current stockholders may indirectly bear some or all of the impact of the tax
liability resulting from such audit adjustment, even if they did not own units in us during the tax year under audit. If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties and/or interest, our financial condition could be adversely
affected. These rules were not applicable for tax years beginning on or prior to December 31, 2017.
RISKS RELATED TO OUR INDUSTRY
The cemetery and funeral home industry continues to be competitive, and if we are not able to respond effectively to changing consumer preferences, our market share, revenues and profitability could decrease.
Our ability to compete successfully depends on our management’s forward vision, timely responses to changes in the business environment and the ability of our cemeteries and funeral homes to maintain a good reputation and high professional standards as well as offer
products and services at competitive prices. If we are unable to compete successfully, our financial condition, results of operations and cash flows could be materially adversely affected.
We experience price competition from independent funeral service location and cemetery operators, monument dealers, casket retailers, low-cost funeral providers and other nontraditional providers of merchandise and services. New market entrants tend to attempt to build
market share by offering lower cost alternatives. In the past, this price competition has resulted in our losing market share in some markets. In other markets, we have had to reduce prices or offer discounts, thereby reducing profit margins in order to retain or recapture
market share. Independent competitors tend to be aggressive in distinguishing themselves by their independent ownership, and they promote their independence through television, radio and print advertising, direct mailings and personal contact. Increasing pressures from
new market entrants and continued advertising and marketing by competitors in local markets could cause us to lose market share and revenue. In addition, competitors may change the types or mix of products or services offered. These changes may attract customers,
causing us to lose market share
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and revenue as well as to incur costs in response to this competition. Increased use of the internet by customers to research and/or purchase products and services could also have an adverse impact upon our sales and financial results.
Future market share, revenues and profits will depend in part on our ability to anticipate, identify and respond to changing consumer preferences ahead of and/or better than our competitors. In addition, any strategies we may implement to address these trends may prove
incorrect or ineffective.
Broad-based business or economic disruptions caused by global health concerns and other crises could adversely affect our business, financial condition, profitability or cash flows.
Global health concerns, such as the COVID-19 Pandemic, could result in social, economic and labor instability that adversely affect our employee and customer relationships, pre-need sales activity, the value of our trust investments and associated funding obligations, and
in so doing adversely affect our business, financial condition, results of operations and cash flows. For example, governmental actions restricting public gatherings and interaction may result in our customers deferring making purchase decisions regarding pre-need
arrangements or delay holding funeral services and may result in our inability to operate our cemeteries and funeral homes, which would have an adverse impact on our business, financial condition, results of operations and cash flows. In addition, our pre-need customers
with installment contracts could default on their installment contracts due to lost work or other financial stresses arising from the COVID-19 Pandemic. Having to adjust our policies and practices to respond to global health concerns could also result in increased operating
expenses. We continue to monitor this public health crisis and its impact on our employees, customers and vendors and the overall economic environment within the U.S. and worldwide, but we cannot presently predict the full scope and severity of the disruptions caused
by the COVID-19 Pandemic on our business, financial condition, results of operations and cash flows.
Because fixed costs are inherent in our business, a decrease in our revenues can have a disproportionate effect on our cash flow and profits.
Our business requires us to incur many of the costs of operating and maintaining facilities, land and equipment regardless of the level of sales in any given period. For example, we must pay salaries, utilities, property taxes and maintenance costs on our cemetery properties
and funeral homes regardless of the number of interments or funeral services we perform. If we cannot decrease these costs significantly or rapidly when we experience declines in sales, declines in sales can cause our margins, profits and cash flow to decline at a greater
rate than the decline in our revenues.
If the trend toward cremation in the U.S. continues, our revenues may decline, which could have an adverse effect on our business and financial condition.
We and other death care companies that focus on traditional methods of interment face competition from the increasing number of cremations in the U.S. Industry studies1 indicate that the percentage of cremations has steadily increased. In 2018, the U.S. cremation rate
was 53%, with an annual growth rate from 2013 to 2018 of 1.58%. This percentage is expected to increase to 59% by 2023. Because the products and services associated with cremations, such as niches and urns, produce lower revenues than the products and services
associated with traditional interments, a continuing trend toward cremation may reduce our revenues. For the years ended December 31, 2019 and 2018, sales related to cremations represented 7% and 5%, respectively, of our total consolidated revenues.
Declines in the number of deaths in our markets can cause a decrease in revenues.
Declines in the number of deaths could cause at-need sales of cemetery and funeral home merchandise and services to decline and could cause a decline in the number of pre-need sales, both of which could decrease revenues. Changes in the number of deaths can vary
among local markets and from quarter to quarter, and variations in the number of deaths in our markets or from quarter to quarter are not predictable. Generally, the number of deaths may fluctuate depending on weather conditions and illness.
Regulation and compliance could have a material adverse impact on our financial results.
Our operations are subject to regulation, supervision and licensing under numerous federal, state and local laws, ordinances and regulations, including extensive regulations concerning trusts/escrows, pre-need sales, cemetery ownership, funeral home ownership, marketing
practices, crematories, environmental matters and various other aspects of our business. For example, the funeral industry is regulated at the federal level by the FTC, which requires funeral service locations to take actions designed to
1 Industry statistics were compiled by the Cremation Association of North America.
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protect consumers. Our facilities are also subject to stringent health, safety, and environmental regulations. Our pay practices, including wage and hour overtime pay, are also subject to federal and state regulations. Violations of applicable laws could result in fines or
sanctions against us. We may experience significant increases in costs as a result of business regulations and laws, which are beyond our control, including increases in the cost of health care. Although we seek to control increases in these costs, continued upward pressure
on costs could reduce the profitability of our business.
State laws impose licensing requirements and regulate pre-need sales. As such, we are subject to state trust fund and pre-need sales practice audits, which could result in audit adjustments as a result of non-compliance. In addition, we assume the liability for any audit
adjustments for our acquired businesses for periods under audit prior to our ownership of these acquired businesses. These audit adjustments could have a material adverse impact on our financial condition, results of operations and cash flow.
In addition, from time to time, governments and agencies propose to amend or add regulations or reinterpret existing regulations, which could increase costs and decrease cash flows. For example, foreign, federal, state, local, and other regulatory agencies have considered
and may enact additional legislation or regulations that could affect the deathcare industry. These include regulations that require more liberal refund and cancellation policies for pre-need sales of products and services, limit or eliminate our ability to use surety bonding,
require the escheatment of trust funds, increase trust requirements, require the deposit of funds or collateral to offset unrealized losses of trusts, and/or prohibit the common ownership of funeral service locations and cemeteries in the same market. If adopted by the
regulatory authorities of the jurisdictions in which we operate, these and other possible proposals could have a material adverse effect on our financial condition, results of operations, and cash flows.
Compliance with laws, regulations, industry standards, and customs concerning burial procedures and the handling and care of human remains is critical to the continued success of our business. We continually monitor and review our operations in an effort to ensure that
we take the right actions necessary to remaining in compliance with these laws, regulations and standards. However, litigation and regulatory proceedings regarding these issues could have a material adverse effect on our financial condition, results of operations and cash
flow.
For additional information regarding the regulation of the funeral and cemetery industry, see Part I, Item 1. Business, Regulation of this Annual Report.
We are subject to legal restrictions on our marketing practices that could reduce the volume of our sales, which could have an adverse effect on our business, operations and financial condition.
The enactment or amendment of legislation or regulations relating to marketing activities may make it more difficult for us to sell our products and services. For example, the federal "do not call" legislation has adversely affected our ability to market our products and
services using telephone solicitation, by limiting whom we may call and increasing our costs of compliance. As a result, we rely heavily on direct mail marketing and telephone follow-up with existing contacts. Additional laws or regulations limiting our ability to market
through direct mail, over the telephone, through Internet and e-mail advertising or door-to-door may make it difficult to identify potential customers, which could increase our costs of marketing. Both increases in marketing costs and restrictions on our ability to market
effectively could reduce our revenues and could have an adverse effect on our business, operations and financial condition, as well as our ability to make cash distributions to our stockholders.
RISK FACTORS RELATED TO OWNING OUR COMMON STOCK
Axar holds a majority of the voting power of our common stock.
Axar Capital Management L.P. and its affiliates (collectively, “Axar”) beneficially owns more than 52% of our outstanding common stock and, as a result, has the ability to elect all of the members of our Board of Directors other than one director whose nomination and
election is the subject of a separate voting agreement. In addition, it will be able to determine the outcome of all other matters requiring stockholder approval, including certain mergers and other material transactions, and will be able to cause or prevent a change in the
composition of our Board of Directors or a change in control of our Company that could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our Company. So long as Axar continues to own a significant amount of
our outstanding shares, even if such amount is less than 50%, it will continue to be able to strongly influence all matters requiring stockholder approval, regardless of whether or not other stockholders believe that the transaction is in their own best interests. Axar’s
ownership interest also makes us a “controlled company” within the meaning of the New York Stock Exchange (the “NYSE”) listing standards. Our Corporate Governance Guidelines, consistent with the listing standards applicable to companies that are not controlled
companies, require that a majority of our directors and all of the members of our Compensation, Nominating and Governance Committee be independent within the meaning of those standards. However, we can amend our Corporate Governance Guidelines in our
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Board’s discretion, and as a controlled company, we are not subject to the requirement that a majority of our directors and all of the members of our Compensation, Nominating and Governance Committee be independent.
Economic, financial and stock market fluctuations could affect future potential earnings and cash flows and could result in future intangible asset and long-lived asset impairments.
In addition to an annual review, we assess the impairment of our goodwill, intangible assets and other long-lived assets whenever events or changes in circumstances indicate that the carrying value may be greater than fair value and therefore not fully recoverable.
Recoverability of these assets is measured by a comparison of the carrying amount of the assets to the future net cash flow, undiscounted and without interest, expected to be generated by the assets. Factors that could trigger an interim impairment review include, but are
not limited to, a significant decline in the market value of our stock or debt values, significant under-performance relative to historical or projected future operating results, and significant negative industry or economic trends. In 2019, we determined that the continued
decline of our sales during 2019 was a triggering event that warranted an impairment assessment of our definite-lived and long-lived intangible assets. Based on the results of our interim goodwill impairment assessment for the third quarter of 2019, we concluded our
goodwill was fully impaired as of September 30, 2019, and recorded a loss on goodwill impairment of $24.9 million in the consolidated statement of operations for the year ended December 31, 2019. Based on the results of our impairment tests of our long-lived assets
throughout 2019, we concluded certain of our long-lived assets were impaired by a total of $2.9 million during year ended December 31, 2019, which was included in Other losses, net in the consolidated statement of operations for the year ended December 31, 2019 in
Part II, Item 8. Financial Statements and Supplementary Data.
We do not expect to pay dividends on our common stock for the foreseeable future.
Due to our continued high level of indebtedness and limited liquidity, we do not expect to pay dividends for the foreseeable future. In addition, the Indenture governing our Senior Secured Notes prohibits us from paying any dividends with limited exceptions.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
Not applicable.
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ITEM 2.
PROPERTIES
CEMETERIES AND FUNERAL HOMES
The following table summarizes the distribution of our cemetery and funeral home properties by state as of December 31, 2019 as well as the average estimated remaining sales life in years for our cemeteries based upon the number of interment spaces sold during the most
recent three years:
Cemeteries
Funeral
Homes
Cemetery
Net Acres
Average
Estimated Net
Sales Life
in Years
Number
of Interment
Spaces Sold
in 2019
Alabama
California
Colorado
Delaware
Florida
Georgia
Illinois
Indiana
Iowa
Kansas
Kentucky
Maryland
Michigan
Mississippi
Missouri
New Jersey
North Carolina
Ohio
Oregon
Pennsylvania
Puerto Rico
Rhode Island
South Carolina
Tennessee
Virginia
Washington
West Virginia
Wisconsin
Total
9
7
2
1
9
7
11
11
1
3
2
10
13
2
6
6
19
13
7
68
7
2
8
11
34
3
33
16
321
6
7
—
—
28
—
2
5
—
2
—
1
—
1
3
—
2
2
10
8
4
—
1
4
2
—
2
—
90
305
272
12
12
278
135
438
1,013
89
84
59
716
818
44
277
341
619
627
162
5,319
209
70
395
657
1,183
33
1,404
533
16,104
204
67
433
216
101
160
57
240
479
176
139
202
337
396
279
76
189
327
260
352
97
193
312
189
246
62
617
201
243
753
1,238
32
8
861
452
1,043
863
77
242
82
1,067
823
27
376
1,076
996
603
406
8,090
593
30
290
1,148
1,737
125
650
694
24,382
We calculated estimated remaining sales life for each of our cemeteries by dividing the number of unsold interment spaces as of December 31, 2019 by the average number of interment spaces sold at that cemetery in the three most recent fiscal years. For purposes of
estimating remaining sales life, we defined unsold interment spaces as unsold burial lots and unsold spaces in existing mausoleum crypts as of December 31, 2019. We defined interment spaces sold in the three most recent fiscal years as:
•
•
•
the number of burial lots sold, net of cancellations, over such period;
the number of spaces sold over such period in existing mausoleum crypts, net of cancellations; and
the number of spaces sold over such period in mausoleum crypts that we have not yet built, net of cancellations.
We count the sale of a double-depth burial lot as the sale of two interment spaces since a double-depth burial lot includes two interment rights. For the same reason we count an unsold double-depth burial lot as two unsold interment spaces. Because our sales of cremation
niches were immaterial, we did not include cremation niches in the calculation of estimated remaining sales life. When calculating estimated remaining sales life, we did not take into account any future cemetery expansion. In addition, sales of an unusually high or low
number of interment spaces in a particular year affect our calculation of estimated remaining sales life. Future sales may differ from previous years’ sales, and actual remaining sales life may differ from our estimates. We calculated the average estimated remaining sales
life by aggregating unsold interment spaces and interment spaces sold on a
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state-by-state or company-wide basis. Based on the average number of interment spaces sold in the last three fiscal years, we estimate that our cemeteries have an aggregate average remaining sales life of 243 years.
The following table shows the cemetery properties that we owned or operated as of December 31, 2019, grouped by estimated remaining sales life:
0 - 25
years
26 - 49
years
50 - 100
years
101 - 150
years
151 - 200
years
Over 200
years
Alabama
California
Colorado
Delaware
Florida
Georgia
Illinois
Indiana
Iowa
Kansas
Kentucky
Maryland
Michigan
Mississippi
Missouri
New Jersey
North Carolina
Ohio
Oregon
Pennsylvania
Puerto Rico
Rhode Island
South Carolina
Tennessee
Virginia
Washington
West Virginia
Wisconsin
Total
—
1
—
—
1
1
2
—
—
—
—
2
—
—
—
2
—
—
—
9
—
—
—
—
3
—
6
1
28
—
2
—
—
1
—
2
—
—
1
1
—
—
—
—
—
3
—
—
1
—
—
—
—
1
—
—
—
12
1
3
1
—
3
2
2
1
—
—
—
—
1
—
1
1
—
1
1
6
4
1
2
2
—
3
2
2
40
4
—
—
—
2
—
1
3
—
1
—
2
2
—
2
3
4
2
1
6
2
—
1
2
6
—
1
1
46
2
—
—
—
1
2
1
1
—
—
—
1
3
—
—
—
1
1
—
—
—
—
—
—
2
—
1
1
17
2
1
1
1
1
2
3
6
1
1
1
5
7
2
3
—
11
9
5
46
1
1
5
7
22
—
23
11
178
We believe that we have either satisfactory title to or valid rights to use all of our cemetery properties. The 30 cemetery properties that we manage or operate under long-term lease, operating or management agreements have nonprofit owners. We believe that these
cemeteries have either satisfactory title to or valid rights to use these cemetery properties and that we have valid rights to use these properties under the long-term agreements. Although title to the cemetery properties is subject to encumbrances, such as liens for taxes,
encumbrances securing payment obligations, easements, restrictions and immaterial encumbrances, we do not believe that any of these burdens should materially detract from the value of these properties or from our interest in these properties nor should these burdens
materially interfere with the use of our cemetery properties in the operation of our business as described above. Many of our cemetery properties are located in zoned regions, and we believe that cemetery use is permitted for those cemeteries: (i) as expressly permitted
under applicable zoning ordinances; (ii) through a special exception to applicable zoning designations; or (iii) as an existing non-conforming use.
OTHER
Our home office is located in a 57,000 square foot leased space in Trevose, Pennsylvania, with a lease that expires in 2028, with certain contractual renewal options. We are also tenants under various leases covering office spaces other than our corporate headquarters.
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ITEM 3.
LEGAL PROCEEDINGS
For information regarding our significant pending administrative and judicial proceedings involving regulatory, operating, transactional, environmental, and other matters, see Part II, Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated
Financial Statements—Note 15 Commitments and Contingencies.
We and certain of our subsidiaries are parties to legal proceedings that have arisen in the ordinary course of business. We do not expect such matters to have a material adverse effect on our consolidated financial position, results of operations or cash flows. We carry
insurance with coverage and coverage limits that we believe to be customary in the cemetery and funeral home industry. Although there can be no assurance that such insurance will be sufficient to protect us against such contingencies, we believe that our insurance
protection is reasonable in view of the nature and scope of our operations.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
Our common stock is listed on the NYSE under the symbol "STON".
HOLDERS
As of March 25, 2020, there were approximately 11 holders of record of our common stock. The number of record holders does not include persons who held our common stock in nominee or “street name” accounts through brokers.
PERFORMANCE GRAPH
As a smaller reporting company, we have elected not to provide the performance graph otherwise required by this Item.
RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES
Purchases of Equity Securities
Issuer Purchases of Equity Securities
Period
(a)
Total Number of Units
Purchased(1)
(b)
Average Price Paid per
Unit(2)
(c)
Total Number of Units Purchased as Part of
Publicly Announced Plans or Programs
(d)
Maximum Number (or Approximate Dollar Value) of
Units that May Yet Be Purchased Under the Plans or
Programs
April 1, 2019 - April 25, 2019
May 1, 2019
June 1, 2019
July 1, 2019 - July 18, 2019
August 1, 2019
September 1, 2019
October 1, 2019 - October 18, 2019
Total
18,265
167
167
17,438
376,518
167
16,081
428,803
$
$
3.91
3.90
2.40
1.97
1.80
1.10
1.14
1.87
—
—
—
—
—
—
—
—
$
$
—
—
—
—
—
—
—
—
(1)
(2)
All of these units represent units that were withheld upon the vesting of awards under the StoneMor 2019 Amended and Restated Long-Term Incentive Plan (the “2019 Plan”) to satisfy certain tax obligations of the recipients of such awards arising from the
vesting thereof and thus may be deemed to have been repurchased by the Company.
The value of the units withheld was the closing price of the Company’s common units on the last trading day before the date on which such units were withheld.
ITEM 6.
SELECTED FINANCIAL DATA
As a smaller reporting company, we have elected not to provide the disclosure otherwise required under this Item.
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ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis presented below provides information to assist in understanding the Company’s financial condition and results of operations and should be read in conjunction with the Company’s consolidated financial statements included in Part II,
Item 8. Financial Statements and Supplementary Data of this Annual Report.
Certain statements contained in this Annual Report, including, but not limited to, information regarding our operating activities, the plans and objectives of our management and assumptions regarding our future performance and plans are forward-looking statements.
When used in this Annual Report, the words “believes,” “anticipates,” “expects” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s 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 Annual Report. We believe the assumptions underlying the consolidated financial statements are
reasonable.
Our risks and uncertainties are more particularly described in Part I, Item 1A. Risk Factors of this Annual Report. You should not place undue reliance on forward-looking statements included in this Annual Report, which speak only as of the date the statements were
made. Except as required by applicable laws, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise.
BUSINESS OVERVIEW
We are one of the leading providers of funeral and cemetery products and services in the death care industry in the United States (“U.S.”). As of December 31, 2019, we operated 321 cemeteries in 27 states and Puerto Rico, of which 291 were owned and 30 were operated
under leases, operating agreements or management agreements. We also owned, operated or managed 90 funeral homes in 17 states and Puerto Rico. On December 31, 2019, we consummated the C-Corporation Conversion for the purpose of transitioning the Partnership
and its affiliates from a master limited partnership structure to a corporate form. See Part II. Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 1 General of this Annual Report for further information related to
the C-Corporation Conversion.
Our revenue is derived from our Cemetery Operations and Funeral Home Operations segments. Our Cemetery Operations segment principally generates revenue from sales of interment rights, cemetery merchandise, which includes markers, bases, vaults, caskets and
cremation niches and our cemetery services, which include opening and closing (“O&C”) services, cremation services and fees for the installation of cemetery merchandise. Our Funeral Home Operations segment principally generates revenue from sales of funeral home
merchandise, which includes caskets and other funeral related items and service revenues, which include services such as family consultation, the removal of and preparation of remains and the use of funeral home facilities for visitation and prayer services. These sales
occur both at the time of death, which we refer to as at-need, and prior to the time of death, which we refer to as pre-need. Our Funeral Home Operations segment 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 insurance policies.
The pre-need sales enhance our financial position by providing a backlog of future revenue from both trust and insurance-funded pre-need funeral and cemetery sales. We believe pre-need sales add to the stability and predictability of our revenues and cash flows. Pre-
need sales are typically sold on an installment plan. While revenue on the majority of pre-need funeral sales is deferred until the time of need, sales of pre-need cemetery property interment rights provide opportunities for full current revenue recognition when the property
is available for use by the customer.
We also earn investment income on certain payments received from customers on pre-need contracts, which are required by law to be deposited into the merchandise and service trusts. Amounts are withdrawn from the merchandise and service trusts when we fulfill the
performance obligations. Earnings on these trust funds, which are specifically identifiable for each performance obligation, are also included in the total transaction price. For sales of interment rights, a portion of the cash proceeds received are required to be deposited into
a perpetual care trust. While the principal balance of the perpetual care trust must remain in the trust in perpetuity, we recognize investment income on such assets as revenue, excluding realized gains and losses from the sale of trust assets. Pre-need contracts are 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, we impute such interest based upon the
prime rate at the time of origination plus 150 basis points in order to segregate the principal and interest components of the total contract value.
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Our revenue depends upon the demand for funeral and cemetery services and merchandise, which can be influenced by a variety of factors, some of which are beyond our control including demographic trends, such as population growth, average age, death rates and
number of deaths. Our operating results and cash flows could also be influenced by our ability to remain relevant to the customers. We provide a variety of unique product and service offerings to meet the needs of our customers’ families. The mix of services could
influence operating results, as it influences the average revenue per contract. Expense management, which includes controlling salaries, merchandise costs, corporate overhead and other expense categories, could also impact operating results and cash flows. Lastly,
economic conditions, legislative and regulatory changes and tax law changes, all of which are beyond our control, could impact our operating results and cash flows.
For further discussion of our key operating metrics, see our Results of Operations and Liquidity and Capital Resources sections below.
RECENT EVENTS
The following are key events and transactions that have occurred since January 1, 2019 that were material to us and/or facilitate an understanding of our consolidated financial statements contained in Part II, Item 8. Financial Statements and Supplementary Data of this
Annual Report:
•
•
•
•
COVID-19 Pandemic. See the following section “General Trends and Outlook” of Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion on the impact we have seen on our business as a
result of the COVID-19 Pandemic;
Divestitures. On January 3, 2020, we consummated the Oakmont Sale with Carriage Funeral Holdings, Inc. for an aggregate cash purchase price of $33.0 million. The divested assets consisted of one cemetery, one funeral home and certain related assets.
In March 2020, we entered into the Olivet Agreement with Cypress Lawn Cemetery Association to sell substantially all of the assets of the cemetery, funeral establishment and crematory commonly known as Olivet Memorial Park, Olivet Funeral and
Cremation Services and Olivet Memorial Park & Crematory for a net cash purchase price of $24.3 million, subject to certain adjustments. In addition, in March 2020, we entered into the California Agreement with certain entities owned by John
Yeatman and Guy Saxton to sell substantially all of our remaining California properties, consisting of five cemeteries, six funeral establishments and four crematories for a cash purchase price of $7.1 million, subject to certain closing adjustments. In
January 2020, we redeemed an aggregate $30.4 million of principal on the Senior Secured Notes, primarily using the net proceeds from the Oakmont Sale. Per the Indenture, we anticipate using the first $23.7 million of net proceeds and 80% of the
remaining net proceeds from the Olivet Sale along with 80% of the net proceeds from the Remaining California Sale to redeem additional portions of the outstanding Senior Secured Notes;
Amendments to Indenture and Capital Raise in 2020. On April 1, 2020, the Partnership, Cornerstone Family Services of West Virginia Subsidiary, Inc. and Wilmington Trust, National Association, as trustee, entered into the Supplemental Indenture.
Pursuant to the terms of the Supplemental Indenture, several financial covenants were amended. The amendments effected by the Supplemental Indenture will become operational when we pay a $5 million consent fee to the holders of the Senior
Secured Notes, of which $3.5 million will be paid in cash and $1.5 million will be paid by increasing the principal amount of the Senior Secured Notes outstanding, and satisfy other specified conditions. Concurrently with the execution of the
Supplemental Indenture, we entered the Axar Commitment pursuant to which Axar committed to (a) purchase shares of our Series A Preferred Stock with an aggregate purchase price of $8.8 million on April 3, 2020, (b) exercise its basic rights in the
rights offering by tendering the shares of Series A Preferred Stock so purchased for shares of Common Stock and (c) purchase any shares offered in the rights offering for which other stockholders do not exercise their rights, up to a maximum of an
additional $8.2 million of such shares. We did not pay Axar any commitment, backstop or other fees in connection with the Axar Commitment. As contemplated by the Axar Commitment, on April 3, 2020, we sold an aggregate of 176 shares of our
Series A Preferred Stock to the 2020 Purchasers for an aggregate purchase price of $8.8 million. Under the terms of the Supplemental Indenture and the Axar Commitment, we agreed to undertake an offering to holders of our Common Stock of
transferable rights to purchase their pro rata share of shares of Common Stock with an aggregate exercise price of at least $17 million at a price of $0.73 per share. The rights offering period, during which the rights will be transferable, will be no less
than 20 calendar days and no more than 45 calendar days. We agreed to use our best efforts to complete the rights offering with an expiration date no later than July 24, 2020. For further details, see Part II. Item 8. Financial Statements and
Supplementary Data—Notes to the Consolidated Financial Statements—Note 26 Subsequent Events of this Annual Report;
Reduction in Workforce. On January 31, 2019, we announced a profit improvement initiative as part of our ongoing organizational review. This profit improvement initiative is intended to further integrate, streamline and optimize our operations. As
part of this profit improvement initiative, during 2019 we undertook certain cost reduction initiatives,
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•
•
•
•
•
which included a reduction of approximately 200 positions of our workforce within our field operations and corporate functions in our headquarters located in Trevose, Pennsylvania;
Recapitalization Transactions in 2019. On June 27, 2019, we closed a $447.5 million recapitalization transaction, consisting of (i) the sale of an aggregate of 52,083,333 of the Partnership’s Series A Preferred Units representing limited partner interests
in the Partnership at a purchase price of $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 and (ii) a concurrent private placement of the Senior
Secured Notes to certain financial institutions. The net proceeds of the Recapitalization Transactions were used to fully repay our outstanding senior notes due in June 2021 and retire the revolving credit facility due in May 2020, as well as for associated
transaction expenses, cash collateralization of existing letters of credit and other needs under the former credit facility, with the balance available for general corporate purposes;
Board Reconstitution. In connection with the closing of the Recapitalization Transactions, our Board of Directors was reconstituted. Directors Martin R. Lautman, Ph.D., Leo J. Pound, Robert A Sick and Fenton R. Talbott resigned as directors and the
authorized number of directors was reduced to seven. Andrew Axelrod, David Miller and Spencer Goldenberg were elected to fill the vacancies created by the resignations. The reconstituted board is comprised of Messrs. Axelrod, Miller and
Goldenberg, Robert B. Hellman, Jr., Stephen Negrotti, Patricia Wellenbach and Joseph M. Redling. Mr. Axelrod serves as the chairman of the board;
Changes in Executive Management. On April 15, 2019, Garry P. Herdler became our Senior Vice President and Chief Financial Officer, replacing Mark Miller. On September 19, 2019,
₋
₋
₋
Jeffrey DiGiovanni became our Senior Vice President and Chief Financial Officer, replacing Garry P. Herdler. With Mr. DiGiovanni’s promotion, the roles of Chief Accounting Officer and Chief Financial Officer were combined;
Jim Ford resigned from the Company, and the role of Chief Operating Officer was eliminated; and
Tom Connolly became our Senior Vice President of Business Planning and Operations;
C-Corporation Conversion. On December 31, 2019, we completed the C-Corporation Conversion; and
Lease Accounting Standard. Effective January 1, 2019, we adopted the new lease accounting standard as further discussed in Part II. Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 1
General of this Annual Report which resulted in an increase in other assets of $15.3 million and increases of $2.2 million and $13.1 million in accounts payable and accrued liabilities and other long-term liabilities, respectively, in the consolidated
balance sheet. The adoption did not have a material impact on our results of operations or cash flows.
GENERAL TRENDS AND OUTLOOK
We expect our business to be affected by key trends in the death care industry, based upon assumptions made by us and information currently available. Death care industry factors affecting our financial position and results of operations include, but are not limited to,
death rates, per capita disposable income, demographic trends in terms of number of adults aged 65 and older, cremation rates and trends and e-commerce sales. The number of deaths which is related to the age structure of the population, mortality rates, disease
prevalence, natural disasters, sudden accidents, suicides and other causes drives industry revenue. With the aging of the U.S. population, the number of deaths is expected to increase over the next few years. Per the report by Max Roser titled, Future Population Growth,
projected deaths per year in the U.S. are expected to increase by 12% from 2019 to 2028.
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Source: Max Roser (2020) - "Future Population Growth". Published online at OurWorldInData.org. Retrieved from: 'https://ourworldindata.org/future-population-growth' [Online Resource]
Number of births and deaths per year, United States
The growth of per capita disposable income is positively correlated with industry performance, as with higher per capita income, consumers are more likely to choose full-service traditional funerals over cremation and purchase additional expensive merchandise and
services. The proportion of the population aged 65 and older is a positive indicator of demand for cemetery services, as this age segment of the population accounts for the majority of all deaths and are most likely to purchase pre-need services and merchandise. Per the
report published by IBISWorld in June 2019 titled, IBISWorld Industry Report 81221: Funeral Homes in the US, individuals aged 65 and older are projected to account for 73.9% of market demand in the funeral operations industry in 2019. Per the report published by
IBISWorld in April 2019 titled, IBISWorld Industry Report 81222: Cemetery Services in the US, individuals aged 55 and older are projected to account for 86.3% of market demand in the cemetery services industry in 2019.
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Major Market Segmentation by Age (2019)
Funeral Homes Industry (U.S.)
Cemetery Operations Industry (U.S.)
Cremations typically cost significantly less than traditional burial services and bring in significantly less revenue and profit for cemeteries and funeral homes. The rising demand for cremations due to cost considerations, increased mobility of the population, environmental
reasons, religious considerations and changing consumer preferences present a potential threat to the cemetery services and funeral homes industries. Per the National Funeral Directors Association’s 2019 Cremation & Burial Report, the cremation rate within the U.S.
began to exceed the burial rate within the U.S. around the year 2015, and is expected to be over 60% by the year 2025.
Rates of Burial and Cremation
Source: 2019 NFDA Cremation & Burial Report
Funeral homes have traditionally benefited from limited competition for industry products, such as caskets and urns; however, online retailers are beginning to encroach on this market sector by offering these products to consumers at more cost-effective prices.
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In addition, we are subject to fluctuations in the fair value of equity and fixed-maturity debt securities held in our trusts. These values can be negatively impacted by contractions in the credit market and overall downturns in economic activity. Our ability to make payments
on our debt depends on our success at managing operations with respect to these industry trends. To the extent our underlying assumptions about or interpretations of available information prove to be incorrect, our actual results may vary materially from our expected
results.
COVID-19 Pandemic
The outbreak of COVID-19 in Wuhan, China in December 2019 has since reached pandemic proportions, posing a significant threat to the health and economic wellbeing of our employees, customers and vendors. Currently, our operations have been deemed essential by
the state and local governments in which we operate, with the exception of Puerto Rico, and we are actively working with federal, state and local government officials to ensure that we continue to satisfy their requirements for offering our essential services The
operation of all of our facilities is critically dependent on the employees who staff these locations. To ensure the wellbeing of our employees and their families, we have provided all of our employees with detailed health and safety literature on COVID-19, such as the
CDC’s industry-specific guidelines for working with the deceased who were and may have been infected with COVID-19. In addition, our procurement and safety teams have updated and developed new safety-oriented guidelines to support daily field operations and
provided personal protection equipment to those employees whose positions necessitate them, and we have implemented work from home policies at our corporate office consistent with CDC guidance to reduce the risks of exposure to COVID-19 while still supporting the
families that we serve.
Our marketing and sales team has quickly responded to the sales challenges presented by the COVID-19 Pandemic by implementing virtual meeting options using a variety of web-based tools to ensure that we can continue to connect with and meet our customers’ needs in
a safe, effective and productive manner. Some of our locations have also started providing live video streaming of their funeral and burial services to our customers, so that family and friends can connect virtually during their time of grief.
Like most businesses world-wide, the COVID-19 Pandemic has impacted us financially; however, we cannot presently predict the scope and severity with which COVID-19 will impact our business, financial condition, results of operations and cash flows. As recently as
early March 2020, we were experiencing sales growth for the first quarter of 2020, as compared to the first quarter of 2019. However, over the last two weeks, we have seen our pre-need sales activity decline as Americans practice social distancing. In addition, our pre-
need customers with installment contracts could default on their installment contracts due to lost work or other financial stresses arising from the COVID-19 Pandemic. While we expect our pre-need sales to be challenged during the COVID 19 Pandemic, we believe the
implementation of our virtual meeting tools is one of several key steps to mitigate this disruption. In addition, we expect that throughout this disruption our cemeteries and funeral homes will remain open and available to serve our families in all the locations in which we
operate to the extent permitted by local authorities, with the exception of Puerto Rico.
Business Strategies
We believe the Recapitalization Transactions demonstrate both strong underlying values of our asset base as well as confidence in our ability to execute our turnaround plan. We believe the recapitalization of our balance sheet has reset our financial footing and helps
position us to execute the following business strategies:
•
•
•
Execute on Financial Strategy. The Recapitalization Transactions have significantly extended our debt capital structure with a five-year maturity, which provides us with a meaningful liquidity improvement to execute our turnaround strategy, including
the next phase of our performance improvement plans. In April 2019, we announced a turnaround strategy focused on four key goals: cash flow and liquidity, capital structure, strategic balance sheet/portfolio review, and performance improvement from
cost reductions and revenue enhancement;
Implementation of New Strategic Initiatives. We view our substantial and diverse asset base as a strength, but we have prioritized the ways in which we view our assets. We believe that by tiering operating units by class and contribution, initiating a
divestiture plan for select assets and prioritizing certain assets over others, we will be able to optimize results in our top tier properties and more efficiently manage our assets. From a portfolio review perspective, we continue to focus our resources on
improving our “top tier” assets as we believe they possess the greatest potential for improved profitability. We are also minimizing costs and resources on our “lower-tier” assets to reduce the impact these assets have on profitability of the portfolio; and
Improve Operating Efficiencies. We believe we have identified significant expense reduction opportunities in the next phase of this operational turnaround strategy with additional “4-wall level” operational savings, identified projects and industry
benchmarking. In addition, we are focused on improving performance through cost reductions
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and revenue enhancement and executing on other long and short-term turnaround strategies that will allow us to meet our primary objectives on a continuing basis. The next phase of cost reduction and operational performance improvement opportunities
have now been identified with a focus on prioritizing identified opportunities in procurement, sourcing, product hierarchy, field labor efficiencies, shared services and outsourcing. We believe that the execution of these initiatives will result in improved
profitability and cash flow across the asset base. In terms of revenue enhancements, we believe we have identified the primary drivers of our sales productivity and pre-need sales issues and, while it is in the early stages, we remain focused on improving
retention of sales personnel and optimizing staffing levels across our asset base.
RESULTS OF OPERATIONS
We have two distinct reportable segments, Cemetery Operations and Funeral Home Operations, which are supported by corporate costs and expenses.
Cemetery Operations
Overview
We are currently one of the largest owners and operators of cemeteries in the United States of America. As of December 31, 2019, we operated 321 cemeteries in 27 states and Puerto Rico. We own 291 of these cemeteries, and we manage or operate the remaining 30 under
leases, operating agreements or management agreements. Revenues from our Cemetery Operations segment accounted for approximately 82% and 83% of our total revenues during the years ended December 31, 2019 and 2018, respectively.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
The following table presents operating results for our Cemetery Operations segment for the years ended December 31, 2019 and 2018 (in thousands):
Interments
Merchandise
Services
Interest income
Investment and other
Total revenues
Cost of goods sold
Cemetery expense
Selling expense
General and administrative expense
Depreciation and amortization
Total costs and expenses
Segment operating profit
2019
2018
$
%
Year Ended December 31,
Variance
67,425
64,476
65,494
8,280
32,212
237,887
40,174
74,339
59,347
44,231
7,420
225,511
12,376
$
$
76,902
75,412
67,278
8,995
33,348
261,935
54,647
78,708
62,538
43,081
8,037
247,011
14,924
$
$
(9,477)
(10,936)
(1,784)
(715)
(1,136)
(24,048)
(14,473)
(4,369)
(3,191)
1,150
(617)
(21,500)
(2,548)
(12%)
(15%)
(3%)
(8%)
(3%)
(9%)
(26%)
(6%)
(5%)
3%
(8%)
(9%)
(17%)
$
$
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The following table presents supplemental operating data for the years ended December 31, 2019 and 2018:
SUPPLEMENTAL DATA:
Interments performed
Net interment rights sold (1)
Lots
Mausoleum crypts (including pre-construction)
Niches
Total net interment rights sold (1)
Cemetery contracts written
Number of pre-need cemetery contracts written
Number of at-need cemetery contracts written
Number of cemetery contracts written
______________________________
(1)
Net of cancellations. Sales of double-depth burial lots are counted as two sales.
2019
2018
#
%
Year Ended December 31,
Variance
52,010
23,074
1,210
1,679
25,963
35,401
53,999
89,400
54,773
27,044
1,334
1,685
30,063
39,989
57,664
97,653
(2,763)
(3,970)
(124)
(6)
(4,100)
(4,588)
(3,665)
(8,253)
(5%)
(15%)
(9%)
(0%)
(14%)
(11%)
(6%)
(8%)
Cemetery interments revenues were $67.4 million for the year ended December 31, 2019, a decrease of $9.5 million and 12% from $76.9 million for the year ended December 31, 2018. The change was due to decreases in the pre-need sales of lots of $3.9 million, lawn
crypts of $2.7 million and mausoleums of $2.6 million. These decreases were partially offset by a net increase in at-need interment revenues of $0.9 million, a decrease in cancellations of $0.9 million primarily related to the decrease in interment revenues and a net
increase in various other pre-need revenues of $0.2 million. These changes were combined with a decrease of $2.3 million due to further refinement of our process for recording revenues in accordance with Accounting Standard Codification (“ASC”) 606, Revenue from
Contracts with Customers (“ASC 606”).
Cemetery merchandise revenues were $64.5 million for the year ended December 31, 2019, a decrease of $10.9 million and 15% from $75.4 million for the year ended December 31, 2018. The change was primarily due to a decrease in pre-need revenues from markers and
bases of $7.7 million, a decline in contracts serviced that were acquired through acquisitions in prior years of $2.1 million, a net decrease in at-need merchandise revenues of $0.3 million and a net decrease in various other pre-need merchandise revenues of $0.1 million.
These decreases were partially offset by a decrease in cancellations of $0.7 million primarily related to the decrease in merchandise revenues. These changes were combined with a decrease of $1.4 million due to further refinement of our process for recording revenues in
accordance with ASC 606.
Cemetery services revenues were $65.5 million for the year ended December 31, 2019, a decrease of $1.8 million and 3% from $67.3 million for the year ended December 31, 2018. The change was due to a decrease in at-need opening and closing revenues of $0.9 million,
a decline in contracts serviced that were acquired through acquisitions in prior years of $0.5 million and a decrease in pre-need marker installations of $0.4 million. These decreases were partially offset by a net increase in various other pre-need and at-need service
revenues of $0.8 million and a decrease in cancellations of $0.2 million primarily related to the decrease in service revenues. These changes were combined with a decrease of $1.0 million due to further refinement of our process for recording revenues in accordance with
ASC 606.
Interest income was $8.3 million for the year ended December 31, 2019, a decrease of $0.7 million and 8% from $9.0 million for the year ended December 31, 2018. The change was primarily due to a decrease in accounts receivable outstanding driven by the accelerated
collection of pre-need receivables.
Investment and other income was $32.2 million for the year ended December 31, 2019, a decrease of $1.1 million and 3% from $33.3 million for the year ended December 31, 2018. The change was due to a decrease in land sales of $0.5 million combined with a net
decrease of $1.5 million in various other sources of other income, partially offset by an increase in investment income of $0.9 million.
Cost of goods sold was $40.2 million for the year ended December 31, 2019, a decrease of $14.5 million and 26% from $54.6 million for the year ended December 31, 2018. The change was due to a decrease of $4.7 million related to lower revenue activity and a $6.9
million decrease in costs primarily related to markers, the servicing of contacts acquired through acquisition, vaults and lots. These decreases were combined with $2.9 million of vault inventory adjustments and impairments that were recorded in the first and fourth
quarters of 2018, but which did not recur in 2019.
Cemetery expenses were $74.3 million for the year ended December 31, 2019, a decrease of $4.4 million and 6% from $78.7 million for the year ended December 31, 2018. The change was primarily due to a decrease in payroll and related taxes of $3.6
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million resulting from a reduction in force in 2019 and the implementation of a general manager operating model, gains on insurance recoveries received of $1.1 million and a decrease in real estate taxes of $1.0 million resulting from the reassessment of certain properties
under management in the prior year that did not recur in the current year. Partially offsetting these decreases was an increase in repairs and maintenance of $1.0 million and a net increase in various other cemetery expenses of $0.3 million.
Selling expenses were $59.3 million for the year ended December 31, 2019, a decrease of $3.2 million and 5% from $62.5 million for the year ended December 31, 2018. The change was due to a decrease in payroll and related taxes of $5.4 million, resulting primarily
from a decrease in contracts written during the current year, which resulted in reduced sales incentive compensation and the elimination of an annual sales trip bonus. This was combined with a net decrease of $0.5 million in various other expenses. These decreases were
partially offset by an increase in marketing and advertising expense of $2.7 million.
General and administrative expenses were $44.2 million for the year ended December 31, 2019, an increase of $1.2 million and 3% from $43.1 million for the year ended December 31, 2018. The change was due to an increase in payroll and related taxes of $4.1 million
primarily associated with the implementation of a general manager operating model, combined with an increase in the cost of surety bonds of $0.7 million. These increases were partially offset by decreases in non-general manager related payroll of $0.9 million resulting
from a reduction in force in 2019, legal fees of $0.8 million, employee benefits of $0.4 million and a net decrease in various other expenses of $1.5 million.
Depreciation and amortization expenses were $7.4 million for the year ended December 31, 2019, a decrease of $0.6 million and 8% from $8.0 million for the year ended December 31, 2018. The change was due to routine depreciation and amortization of the associated
asset base.
Funeral Home Operations
Overview
As of December 31, 2019, we owned, operated or managed 90 funeral homes located in 17 states and Puerto Rico. Revenues from Funeral Home Operations accounted for approximately 18% and 17% of our total revenues during the years ended December 31, 2019 and
2018, respectively.
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
The following table presents operating results for our Funeral Home Operations for the years ended December 31, 2019 and 2018 (in thousands):
Merchandise
Services
Total revenues
Merchandise
Services
Depreciation and amortization
Other
Total expenses
Segment operating profit
2019
2018
$
%
Year Ended December 31,
Variance
$
$
23,774
27,861
51,635
7,013
21,659
2,376
14,643
45,691
5,944
$
$
25,652
28,539
54,191
6,579
22,159
2,744
15,787
47,269
6,922
$
$
(1,878)
(678)
(2,556)
434
(500)
(368)
(1,144)
(1,578)
(978)
(7%)
(2%)
(5%)
7%
(2%)
(13%)
(7%)
(3%)
(14%)
Funeral home merchandise revenues were $23.8 million for the year ended December 31, 2019, a decrease of $1.9 million and 7% from $25.7 million for the year ended December 31, 2018. The change was due to a $1.0 million decrease in revenues from pre-need
contracts that matured during the current year, a $0.5 million decrease in at-need casket sales and a net decrease in various other merchandise revenues of $0.4 million.
Funeral home services revenues were $27.9 million for the year ended December 31, 2019, a decrease of $0.7 million and 2% from $28.5 million for the year ended December 31, 2018. The change was due to a $0.7 million decrease related to a reduction in at-need
services during the current year and a net decrease in various other funeral home service revenues of $0.3 million. Partially offsetting these decreases was increased revenue from pre-need contracts that matured during the current year of $0.3 million.
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Funeral home expenses were $45.7 million for the year ended December 31, 2019, a decrease of $1.6 million and 3% from $47.3 million for the year ended December 31, 2018. The change was due to savings of $1.9 million achieved with the elimination of the insurance
sales group and a decrease in payroll and related costs of $0.8 million. Partially offsetting these decreases was an increase in casket costs of $0.8 million and a net increase in various other expenses of $0.3 million.
Corporate
Operating Results
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Corporate Overhead
The following table summarizes our corporate overhead by expense category for the years ended December 31, 2019 and 2018 (in thousands):
Corporate overhead
Non-recurring adjustments
Severance
C-Corporation Conversion fees
Other professional fees
Total non-recurring adjustments
Corporate overhead, adjusted
2019
2018
$
%
Year Ended December 31,
Variance
$
$
51,107
$
53,281
$
1,459
2,378
5,641
9,478
41,629
$
1,792
2,158
6,903
10,853
42,428
$
(2,174)
(333)
220
(1,262)
(1,375)
(799)
(4%)
(19%)
10%
(18%)
(13%)
(2%)
Corporate overhead expense was $51.1 million for the year ended December 31, 2019, a decrease of $2.2 million and 4% from $53.3 million for the year ended December 31, 2018. The change was due to the following:
•
•
•
•
•
•
•
Other Losses, Net
savings in payroll and payroll-related benefits of $2.5 million resulting primarily from a reduction in workforce in 2019;
a decrease of $2.0 million in various other expenses, primarily driven by reductions in telecom, recruiting and employee benefits provider fees;
a decrease in accounting fees of $0.9 million primarily related to nonrecurring costs incurred in 2018 associated with the implementation of ASC 606 and nonrecurring accounting-related consulting fees and internal audit fees associated with our
delayed 2018 periodic filings and material weakness identified in 2018;
an increase of $0.3 million in severance and bonus expenses;
an increase in legal fees and legal settlements of $0.7 million;
an increase in stock compensation expense of $1.1 million; and
an increase of $1.1 million in other professional fees primarily resulting from financial advisory and consulting fees, partially offset by nonrecurring fees paid to an interim executive in 2018.
Other losses, net were $8.1 million for the year ended December 31, 2019, a decrease of $3.4 million and 30% from $11.5 million for the year ended December 31, 2018. Other losses, net for the year ended December 31, 2019 consisted of a $2.8 million impairment of
cemetery property, a $2.6 million impairment charge related to damaged and excess inventory and damaged allocated merchandise, a $2.1 million loss on the termination of a management agreement and $0.6 million related to other loss events. Other losses, net for the year
ended December 31, 2018 consisted of $9.7 million of impairment charges related to damaged and excess inventory and damaged allocated merchandise and $2.8 million impairment of cemetery property, partially offset by gains of $1.0 million from the termination of a
management agreement and sales of certain funeral homes and unused buildings.
Interest Expense
Interest expense was $48.5 million for the year ended December 31, 2019, an increase of $17.9 million and 59% from $30.6 million for the year ended December 31, 2018. The change was primarily due to the following:
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•
•
•
an increase of $17.2 million related to a higher interest rate and principal on our Senior Secured Notes compared to the interest rate and principal under our prior revolving credit facility and senior notes;
an increase of $3.4 million due to the write-off and amortization of deferred financing fees in connection with our Recapitalization Transactions; and
a decrease of $2.7 million resulting from the payoff of the revolving credit facility in the second quarter of 2019.
Loss on Debt Extinguishment
Loss on debt extinguishment was $8.5 million for the year ended December 31, 2019. This related to the write-off of deferred financing fees of $6.9 million and original issue discounts of $1.6 million associated with the refinancing of the senior notes and revolving credit
facilities. For the year ended December 31, 2018, there was no loss on debt extinguishment.
Loss on Goodwill Impairment
We recorded a loss on goodwill impairment of $24.9 million related to our Cemetery Operations reporting unit for the year ended December 31, 2019. For the year ended December 31, 2018 there was no impairment of goodwill. For further information, see Part II, Item 8.
Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 9 Goodwill and Intangible Assets of this Annual Report.
Income Tax Expense
Income tax expense was $28.2 million for the year ended December 31, 2019 compared to a $1.8 million income tax benefit for the year ended December 31, 2018. The variance was primarily due to the change in our tax status from a partnership to a C-corporation, which
resulted in us recognizing deferred tax assets and liabilities created by differences in the book versus tax basis of the Partnership’s assets and liabilities. The provision for the year ended December 31, 2019 was net of the future benefit expected to be realized upon filing a
consolidated federal tax return for Stonemor Inc. and its subsidiaries. The primary book versus tax basis difference was the result of our cemetery properties that for tax purposes are depreciated over the average life of the cemeteries, which range from 100 to 300 years.
The benefit for the year ended December 31, 2018 was primarily driven by changes in the Tax Act, which allowed us to use post-December 31, 2017 NOLs against long life deferred tax liabilities. Our effective tax rate differs from our statutory tax rate, primarily because
our legal entity structure includes different tax filing entities that are not subject to entity level income taxes. The effective rate for 2019 is not expected to continue into future tax years, because it reflected adjustments triggered by our change in tax status from a
partnership to a C-corporation on December 31, 2019. Additionally, our “ownership change” for income tax purposes that was triggered by the Recapitalization Transactions in June 2019 provided us with the opportunity to reevaluate our ability to offset our NOLs and
certain other deferred tax assets against future deferred tax liabilities.
LIQUIDITY AND CAPITAL RESOURCES
General
Our primary sources of liquidity are cash generated from operations and the remaining balance of the proceeds from the sale of the Senior Secured Notes. Our primary cash requirements, in addition to normal operating expenses, are for capital expenditures, net
contributions to the merchandise and perpetual care trust funds and debt service. In general, as part of our operating strategy, we expect 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 proceeds from asset sales; and
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 proceeds from 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 related, which will reduce the amount of additional borrowings or asset sales needed.
any maintenance capital expenditures through available cash and cash flows from operating activities.
While we rely heavily on our available cash and cash flows from operating activities to execute our operational strategy and meet our financial commitments and other short-term financial needs, we cannot be certain that sufficient capital will be generated through
operations or be available to us to the extent required and on acceptable terms. We have experienced negative financial trends, including use of cash in operating activities, which, when considered in the aggregate, raise substantial doubt about our ability to continue as a
going concern. These negative financial trends include:
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•
•
we have continued to incur net losses for the years ended December 31, 2019 and 2018 and have an accumulated deficit and negative cash flow from operating activities as of December 31, 2019, due to an increased competitive environment, increased
expenses due to the consummated 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 our liquidity position and increased reliance on long-term financial obligations.
During 2018 and 2019, we 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 for an aggregate purchase price of $57.5 million and completed a private placement of $385.0 million of the Senior Secured Notes. The net proceeds of both transactions were used to
fully repay the then-outstanding senior notes due in June 2021 and retire our revolving credit facility that was due in May 2020;
continue to manage recurring operating expenses and seek to limit non-recurring operating expenses; and
identify and complete sales of select assets to provide supplemental liquidity.
On April 1, 2020, we entered into the Supplemental Indenture that amended three financial covenants and the premium payable upon voluntary redemption of the Senior Secured Notes in the Indenture, and we agreed to use our best efforts to effectuate an offering to
holders of our Common Stock of transferable rights to purchase their pro rata share of shares of our Common Stock with an aggregate exercise price of at least $17 million at a price of $0.73 per share, as promptly as practicable with an expiration date no later than July 24,
2020 and to receive proceeds of not less than $8.2 million therefrom (in addition to the $8.8 million capital raise described next). Concurrently with the execution of the Supplemental Indenture, we entered into the Axar Commitment pursuant to which Axar committed to
(a) purchase shares of our Series A Preferred Stock with an aggregate purchase price of $8.8 million on April 3, 2020, (b) exercise its basic rights in the rights offering by tendering the shares of Series A Preferred Stock so purchased for shares of our Common Stock and
(c) purchase any shares offered in the rights offering for which other stockholders do not exercise their rights, up to a maximum of an additional $8.2 million of such shares. As contemplated by the Axar Commitment, on April 3, 2020, we sold an aggregate of 176 shares
of our Series A Preferred Stock to the 2020 Purchasers for an aggregate purchase price of $8.8 million.
There is no certainty that our actual operating performance and cash flows will not be substantially different from forecasted results, and there is no certainty we will not need amendments to the Indenture in the future. Factors that could impact the significant assumptions
used by us in assessing our ability to satisfy our financial covenants include the following:
•
•
•
•
•
•
operating performance not meeting reasonably expected forecasts;
failing to generate profitable sales;
investments in our trust funds experiencing significant declines due to factors outside our control;
being unable to compete successfully with other cemeteries and funeral homes in our markets;
the number of deaths in our markets declining; and
an adverse change in the mix of funeral and cemetery revenues between burials and cremations.
If our planned, implemented and not yet implemented actions are not completed or implemented and cash savings are not realized, or we fail to improve our operating performance and cash flows or we are not able to comply with the covenants under the Indenture, we
may be forced to limit our business activities, limit our ability to implement further modifications to our operations or limit the effectiveness of some actions that are included in our forecasts, amend the Indenture and/or seek other sources of capital, and we may be unable
to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact our access to inventory or services that are important to the operation of our business. Our ability to meet our obligations as of December 31, 2019 and to
continue as a going concern is dependent upon achieving the action plans noted above.
Based on our forecasted operating performance, planned actions to improve our profitability and cash flows, the execution of the Supplemental Indenture and the Axar Commitment and the consummation of the transactions contemplated thereby, including receipt of not
less than $17.0 million in proceeds from the contemplated rights offering, together with plans to file financial statements on a timely basis consistent with the debt covenants, we do not believe it is probable that we will breach the covenants under the Indenture or be
unable to continue as a going concern for the next twelve-month period. As such, the consolidated financial statements for the years ended December 31, 2019 and 2018 were prepared on the basis of a going concern, which contemplates that we 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 we be required to liquidate our assets.
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Cash Flows
The following table summarizes our consolidated statements of cash flows by class of activities (in thousands):
Net cash (used in) provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Significant sources and uses of cash during the Years Ended December 31, 2019 and 2018
Operating Activities
$
Year Ended December 31,
2019
2018
$
(37,986)
(163)
76,769
26,457
(12,563)
(2,568)
Net cash used in operations was $38.0 million for the year ended December 31, 2019 compared to $26.5 million of net cash provided by operations during the year ended December 31, 2018. The $64.4 million change in operating cash flow was primarily due to the
following:
•
•
•
•
•
Change in cash from accounts payable and accrued liabilities – $19.8 million: We aggressively managed our working capital in 2019 to maximize cash flows, while upon completion of the Recapitalization Transaction in June 2019, we made significant
paydowns on our payables, which resulted in a net increase in operating cash outflows of $19.8 million in 2019.
Cash interest – $6.6 million: Our cash interest paid in 2019 increased by $6.6 million as our total debt and associated debt service costs increased under the Senior Secured Notes as compared to our prior revolving credit facility and senior notes.
Impact of early payoff – $14.1 million: In order to improve the liquidity profile of the business in 2019 and 2018, we ran an early payoff program during the fourth quarter of 2019 and throughout 2018. The early payoff program offered customers with
outstanding pre-need receivable contracts the opportunity to pre-pay their outstanding balance at a 15% discount. The change in cash flows generated by each year’s early payoff program accounted for a net decrease in operating cash inflows of $14.1
million in 2019.
Merchandise trust distributions – $19.1 million: We received $2.0 million of excess income distributions from our merchandise trusts in 2019 compared to $21.1 million of excess income distributions from our merchandise trusts in 2018, which resulted
in a net decrease in operating cash inflows of $19.1 million in 2019.
Sales production, non-recurring expenses and other working capital items – 4.8 million: Our cash flows in 2019 were further impacted by the continued contraction in sales production and other working capital items, partially offset by decreases in our
non-recurring expenses, which resulted in a net increase in operating cash outflows of $4.8 million.
Investing Activities
Net cash used in investing activities for the year ended December 31, 2019 was $0.2 million as compared to $12.6 million in the comparable 2018 period. The cash used in investing activities for the year ended December 31, 2019 was primarily attributable to capital
expenditures of $6.4 million, offset by proceeds from divestitures of $6.3 million, which consisted of the $5.0 million letter of intent deposit we received in connection with the Oakmont Sale and $1.3 million from the termination of one of our management agreements.
Net cash used in investing activities during the year ended December 31, 2018 consisted of $12.2 million used for capital expenditures and $1.7 million used for property acquisitions, offset by proceeds from asset sales of $1.3 million.
Financing Activities
Net cash provided by financing activities for the year ended December 31, 2019 was $76.8 million, an increase of $79.3 million from net cash used in financing activities of $2.6 million for the year ended December 31, 2018, primarily due to net proceeds of $406.1
million and $57.5 million from the issuance of the Senior Secured Notes and the Preferred Offering, respectively, which were both related to our comprehensive recapitalization, as described in Note 10 Long-Term Debt and Note 11 Redeemable Convertible Preferred Units
and Partners' Deficit of the consolidated financial statements included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report. These investing proceeds were offset by the repayment in full of the prior senior notes and revolving credit
facilities of $366.9 million, the payment of $17.4 million in financing costs related to the debt refinancing and debt amendments, principal payments of $1.4 million for our finance leases, payments of $0.8 million for employee tax withholdings on the units that vested in
2019 and a $0.3 million intercompany advance that was effectively repaid by a reduction in the units issued to GP Holdings in the C-Corporation Conversion to comply with our
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settlement with the SEC. Net cash used in financing activities during the year ended December 31, 2018 consisted primarily of $4.0 million of financing costs partially offset by $1.4 million of net proceeds from borrowings.
Capital Expenditures
The following table summarizes maintenance and expansion capital expenditures, excluding amounts paid for acquisitions, for the periods presented (in thousands):
Maintenance capital expenditures
Expansion capital expenditures
Total capital expenditures
Contractual Obligations
Year Ended December 31,
2019
2018
1,590
4,828
6,418
$
$
4,383
7,789
12,172
$
$
In the normal course of business, we enter into various contractual and contingent obligations that impact or could impact our liquidity. We have contractual obligations requiring future cash payments related to debt maturities, interest on debt, operating lease and finance
lease agreements, liabilities to purchase merchandise related to our pre-need sales contracts and capital commitments to private credit funds.
A summary of our total contractual and contingent obligations as of December 31, 2019 is presented in the table below (in thousands):
Contractual Obligations:
Debt(1)
Cemetery land purchase obligations(2)
Operating leases
Finance leases
Lease and management agreements(3)
Deferred revenues(4)
Self-insurance-related liabilities:
Workers compensation
General liability
Medical
Total contractual obligations
Contingent Obligations:
Other investment funds(5)
Total contingent obligations
Total
Total
Less than 1 year
1-3 years
3-5 years
More than 5 years
$
$
592,824
17,070
19,201
6,488
37,507
949,375
11,923
7,256
2,156
1,643,800
119,755
119,755
1,763,555
$
$
30,293
2,447
3,304
1,773
—
—
4,219
2,584
2,156
46,776
119,755
119,755
166,531
$
$
72,592
5,344
5,280
3,892
—
—
4,141
3,128
—
94,377
—
—
94,377
$
$
489,939
6,004
4,269
823
—
—
1,432
851
—
503,318
—
—
503,318
$
$
—
3,275
6,348
—
37,507
—
2,131
693
—
49,954
—
—
49,954
(1)
(2)
(3)
Represents the interest payable and par value of our financed vehicles and of our Senior Secured Notes outstanding as of December 31, 2019, exclusive of the unamortized debt discounts and unamortized deferred financing fees as of December 31, 2019
of $14.3 million and $12.9 million, respectively. This table assumes that we pay the fixed rate of 7.50% per annum in cash plus the fixed rate of 4.00% per annum payable in kind through January 30, 2022 and cash interest payments at 9.875% for all
interest periods after January 30, 2022, and that current principal amounts outstanding under the Senior Secured Notes are not repaid until the maturity date of June 30, 2024. Since December 31, 2019, an aggregate of $31.3 million of principal on our
Senior Secured Notes has been redeemed, primarily with the net proceeds from the Oakmont Sale. Per the Indenture, we anticipate using the first $23.7 million of net proceeds and 80% of the remaining net proceeds from the Olivet Sale along with 80%
of the net proceeds from the Remaining California Sale to redeem additional portions of the outstanding Senior Secured Notes.
Represents the amounts due related to an agreement we entered into in 2017 to purchase cemetery land in annual installments beginning January 26, 2018 through January 26, 2025. Cypress Lawn Cemetery Association has agreed to assume the
obligations under this agreement in connection with the Olivet Sale.
Represents the aggregate rent payments pertaining to our lease and management agreements with the Archdiocese of Philadelphia. This table assumes that we defer the rent payments, together with accrued interest compounded quarterly, that are related
to the periods from June 1, 2019 through May 31, 2025. This table does not include any
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(4)
(5)
associated unamortized discount. For further details, see "Agreements with the Archdiocese of Philadelphia" section below.
Total cannot be separated into periods, because we are unable to anticipate when the merchandise and services will be delivered. This balance represents the revenues to be recognized from the total performance obligations on our customer contracts.
Represents unfunded capital commitments to private credit funds that are callable at any time during the lockup periods, which range from four to ten years with three potential one year extensions at the discretion of the funds’ general partners and which
will be funded using existing trust assets.
Not included in the above table are potential funding obligations related to our merchandise and service trusts. In certain states and provinces, we have withdrawn allowable distributable earnings including unrealized gains prior to the maturity or cancellation of the related
contract. Additionally, some states have laws that either require replenishment of investment losses under certain circumstances or impose various restrictions when trust fund values drop below certain prescribed amounts. In the event that our trust investments do not
recover from market declines, we may be required to deposit portions or all of these amounts into the respective trusts in some future period. As of December 31, 2019, we had unrealized losses of $4.2 million in the various trusts within these states.
Agreements with the Archdiocese of Philadelphia
In accordance with the lease and management agreements with the Archdiocese of Philadelphia, we have agreed to pay to the Archdiocese aggregate fixed rent of $36.0 million in the following amounts:
Lease Years 1-5 (May 28, 2014-May 31, 2019)
Lease Years 6-20 (June 1, 2019-May 31, 2034)
Lease Years 21-25 (June 1, 2034-May 31, 2039)
Lease Years 26-35 (June 1, 2039-May 31, 2049)
Lease Years 36-60 (June 1, 2049-May 31, 2074)
None
$1,000,000 per Lease Year
$1,200,000 per Lease Year
$1,500,000 per Lease Year
None
The fixed rent for lease years 6 through 11, an aggregate of $6.0 million is deferred. If prior to May 31, 2025, the Archdiocese terminates the agreements pursuant to its terms during lease year 11 or we terminate the agreements as a result of a default by the Archdiocese,
we are 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, 2025.
Long-Term Debt and Redeemable Convertible Preferred Units
Senior Secured Notes
On June 27, 2019, StoneMor Partners L.P., Cornerstone Family Services of West Virginia Subsidiary, Inc. and, collectively with the Company, certain direct and indirect subsidiaries of the Company, the initial purchasers party thereto and Wilmington Trust, National
Association, as trustee and as collateral agent, entered into an indenture with respect to the 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024.
For further detail on our Senior Secured Notes, see Note 10 Long-Term Debt of Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report.
Redeemable Convertible Preferred Units
On June 27, 2019, funds and accounts affiliated with Axar Capital Management LP and certain other investors entered into the Series A Purchase Agreement pursuant to which the Partnership sold to such purchasers an aggregate of 52,083,333 of the Partnership’s Series A
Convertible Preferred Units representing limited partner interests in the Partnership with certain rights, preferences and privileges as were set forth in the Partnership’s Third Amended and Restated Agreement of Limited Partnership dated as of June 27, 2019. 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. The terms of the sale of the
Preferred Units were determined based on arms-length negotiations between the Partnership and Axar.
Pursuant to the Series A Purchase Agreement, the Partnership filed a registration statement on Form S-1 with the SEC to effect a $40.2 million rights offering of common units representing limited partnership interests in the Company (“Common Units”) to all holders of
Common Units (other than the Purchasers, American Infrastructure Funds LP and their respective affiliates).
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The offering entitled each unitholder to one non-transferable subscription right for each common unit held by the unitholder on the record date for the offering. Each subscription right entitled the unitholder to purchase 1.24 common units for each common unit held by the
unitholder at a purchase price of $1.20 per Common Unit (the “Rights Offering”). The Rights Offering was completed in 2019 with the sale of 3,039,380 common units for an aggregate price of $3.6 million. The proceeds from the Rights Offering were used to redeem
3,039,380 of Partnership’s outstanding Preferred Units on October 25, 2019 at a price of $1.20 per Preferred Unit.
For further detail on our Preferred Units, see Note 11 Redeemable Convertible Preferred Units and Owners’ Equity of Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report.
Surety Bonds
We have entered into arrangements with certain surety companies, whereby such companies agree to issue surety bonds on our behalf as financial assurance and/or as required by existing state and local regulations. The surety bonds are used for various business purposes;
however, the majority of the surety bonds issued and outstanding have been used to support our pre-need sales activities.
When selling pre-need contracts, we may post surety bonds where allowed by state law. We post the surety bonds in lieu of trusting a certain amount of funds received from the customer. If we were not able to renew or replace any such surety bond, we would be required
to fund the trust only for the portion of the applicable pre-need contracts for which we have received payments from the customers, less any applicable retainage, in accordance with state law. We have provided cash collateral to secure these surety bond obligations and
may be required to provide additional cash collateral in the future under certain circumstances.
For the years ended December 31, 2019 and 2018, we had $92.3 million and $91.4 million, respectively, of cash receipts from sales attributable to related bond contracts. These amounts do not consider reductions associated with taxes, obtaining costs or other costs.
Surety bond premiums are paid annually and the bonds are automatically renewable until maturity of the underlying pre-need contracts, unless we are given prior notice of cancellation. Except for cemetery pre-construction bonds (which are irrevocable), the surety
companies generally have the right to cancel the surety bonds at any time with appropriate notice. In the event a surety company were to cancel the surety bond, we would be required to obtain replacement surety assurance from another surety company or fund a trust for
an amount generally less than the posted bond amount. We do not expect that we will be required to fund material future amounts related to these surety bonds due to a lack of surety capacity or surety company non-performance.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of our consolidated financial statements and related notes included within Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report in conformity with general accepted accounting principles (“GAAP”) requires us to make
estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and disclosure of contingent assets and liabilities that arose during the reporting period and through the date our financial statements are filed with the SEC. Although we
base our estimates on historical experience and various other assumptions we believe to be reasonable, actual results may differ from these estimates.
A critical accounting estimate or policy is one that requires a high level of subjective judgement by management and could have a material impact on our financial position, results of operations or cash flows if actual results vary significantly from our estimates.
Revenue Recognition
We recognize revenue in an amount that reflects the consideration to which we expect to be entitled for the transfer of goods and services to our customers. We account for individual products and services separately as distinct performance obligations. Our performance
obligations include the delivery of funeral and cemetery merchandise and services and cemetery property interment rights. 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. 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), we estimate stand-alone selling prices using the best estimate of market value,
using inputs such as average selling price and list
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price broken down by each geographic location. Additionally, we consider typical sales promotions that could impact the stand-alone selling price estimates.
Pursuant to state law, all or a portion of the proceeds from funeral and cemetery merchandise or services sold on a pre-need basis may be required to be paid into trust funds. We defer investment earnings related to these merchandise and service trusts until the associated
merchandise is delivered or services are performed. A portion of the proceeds from the sale of cemetery property interment rights is required by state law to be paid by us into perpetual care trust funds to maintain the cemetery. The portion of these proceeds are not
recognized as revenue. Investment earnings from these trusts are distributed to us regularly and recognized in current cemetery revenue.
Inaccuracies in our records of the timing of physical delivery of our merchandise and services can have a material impact on our financial position, results of operations or cash flows.
Deferred Revenues
Revenues from the sale of services and merchandise, as well as any investment income from the merchandise trusts, are deferred until such time as the services are performed or the merchandise is delivered. In addition to amounts deferred on new contracts, investment
income and unrealized gains and losses on our merchandise trusts are recognized as deferred revenues. Deferred revenues also include deferred revenues from pre-need sales that we acquired through our various acquisitions, and we provide a profit margin for these
deferred revenues to account for the projected future costs of delivering products and providing services on these acquired pre-need contracts.
Inaccuracies in our records of the timing of physical delivery of our merchandise and services can have a material impact on our financial position, results of operations or cash flows.
For further details on our deferred revenues, see Part II, Item 8. Financial Statements and Supplementary Data – Note 1 General and Note 13 Deferred Revenues and Costs.
Loss Contract Analysis
We perform an analysis annually to determine whether our pre-need contracts are in a loss position, which would necessitate a charge to earnings. For this analysis, we add the sales prices of the underlying contracts and net realized earnings, then subtract net unrealized
losses to derive the net amount of estimated proceeds for contracts as of the balance sheet date. We consider unrealized gains and losses based on current market prices quoted for the investments, and we do not include future expected returns on the investments in our
analysis. We compare our estimated proceeds to the estimated direct costs to deliver our contracts, which consist primarily of funeral and cemetery merchandise costs along with salaries, supplies and equipment related to the delivery of a pre-need contract. If a deficiency
were to exist, we would record a charge to earnings and a corresponding liability for the expected loss on delivery of those contracts from our backlog.
Inaccuracies in the judgements made in determining the net amount of estimated proceeds and estimated direct costs can have a material impact our financial position, results of operations or cash flows.
Allowance for Doubtful Accounts
Accounts receivable is presented net of an allowance for doubtful accounts. The allowance for doubtful accounts is determined by applying a cancellation rate to amounts included in accounts receivable. The cancellation rate is based upon a five year average rate by each
specific location.
Inaccuracies in the judgements made in determining the cancelation rate can have a material impact on our financial position, results of operations or cash flows.
For further details on our allowance for doubtful accounts, see Part II, Item 8. Financial Statements and Supplementary Data – Note 1 General and Note 4 Accounts Receivable, Net of Allowance.
Other-Than-Temporary Impairment of Trust Assets
Assets held in our merchandise trusts are carried at fair value. Any change in unrealized gains and losses is reflected in the carrying value of the assets and is recognized as deferred revenue. Any and all investment income streams, including interest, dividends or gains and
losses from the sale of trust assets, are offset against deferred revenue until such time that we deliver the
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underlying merchandise. Investment income generated from our merchandise trust is included in "Cemetery investment and other revenues".
Pursuant to state law, a portion of the proceeds from the sale of cemetery property is required to be paid into perpetual care trusts. All principal 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. Assets in our perpetual care trusts are carried at fair value. Any change in unrealized gains and losses is reflected in the carrying value of the assets and is offset against perpetual care trust corpus.
We evaluate whether or not the assets in our merchandise and perpetual care trusts have an other-than-temporary impairment on a security-by-security basis. We determine whether or not the impairment of a fixed maturity debt security is other-than-temporary by
evaluating each of the following:
•
•
Whether it is our 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, we evaluate whether it is not more likely than not we will be required to sell the debt security before its anticipated recovery. If we determine that it is more likely than not that we will be required to sell an impaired investment
before its anticipated recovery, the impairment is considered to be other-than-temporary.
We further evaluate 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.
Inaccuracies in the judgements made in assessing our intent to sell and severity of impairment and in analyzing the changes in market conditions and concerns related to an asset’s issuer can have a material impact on our financial position, results of operations or cash
flows.
For further details on our other-than-temporary impairment of our trust assets, see Part II, Item 8. Financial Statements and Supplementary Data – Note 1 General, Note 7 Merchandise Trusts and Note 8 Perpetual Care Trusts.
Asset Acquisitions
Asset acquisitions are measured based on their cost to us, including transaction costs incurred by us. An asset acquisition’s cost or the consideration transferred by us is assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash,
measurement is based on the amount of cash we paid to the seller, as well as transaction costs incurred by us. Consideration given in the form of nonmonetary assets, liabilities incurred or equity interests issued is measured based on either the cost to us or the fair value of
the assets or net assets acquired, whichever is more clearly evident. The cost of an asset acquisition is allocated to the assets acquired based on their estimated relative fair values. Goodwill is not recognized in an asset acquisition.
Inaccuracies made in the judgements made in determining the fair value of the nonmonetary assets acquired can have a material impact on our financial position, results of operations or cash flows.
Valuation of long-lived assets
We assess our long-lived assets, such as definite-lived intangible assets and property and equipment, for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. We assess our goodwill and indefinite-lived assets
for impairment annually, as of October 1st, or whenever events or circumstances indicate that the carrying amount of goodwill or the indefinite-lived assets may not be recoverable. If the carrying value of an asset exceeds its fair value, we record an impairment charge that
reduces our earnings.
We apply the discounted cash flow method (the “DCF method”) to determine the fair value of our goodwill, utilizing a number of factors, such as actual operating results, future business plans and forecasted cash flows, economic projections, volatility of earnings, changes
in senior management, market data, terminal values and discount rates. These factors used to determine the fair value of our goodwill are highly subjective and very sensitive to changes in the underlying assumptions, such as
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•
•
•
•
a prolonged downturn in the business environment in which the reporting unit operates;
underperformance of the reporting unit performance compared to our forecasts;
volatility in equity and debt markets resulting in higher discount rates; and
unexpected regulatory changes.
We apply various valuation techniques, such as the income approach or sales comparison approach, to determine the fair values of our long-lived assets. In evaluating our long-lived assets for recoverability, we consider current market conditions and our intent with respect
to holding or disposing of the assets. The factors used in our evaluations for recoverability and the inputs we use in applying the valuation technique we select are highly subjective and very sensitive to changes in the underlying assumptions. Changes in economic and
operating conditions or our intent with regard to our long-lived assets that occurs subsequent to our impairment analyses could impact these assumptions and result in future impairments of our long-lived assets.
Inaccuracies made in the judgements discussed above in determining the fair value of goodwill, indefinite-lived assets and long-lived assets can have a material impact on our financial position, results of operations or cash flows
For further details on our intangible assets see Part II, Item 8. Financial Statements and Supplementary Data – Note 1 General.
Income Taxes
Effective December 31, 2019, in connection with the C-Corporation Conversion, we are subject to both federal and state income taxes. We record deferred tax assets and liabilities to recognize temporary differences between the bases of assets and liabilities in our tax and
GAAP balance sheets and for federal and state NOL carryforwards and alternative minimum tax credits. We record a valuation allowance against our deferred tax assets, if we deem 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.
In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including our past operating results, recent cumulative losses and our forecast of future taxable income. In determining future taxable income, we make
assumptions regarding the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require us to make significant judgments about our forecasts of our future taxable income
and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance would result
in additional income tax expense in the period and could have a significant impact on our future earnings.
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, (i) reducing the federal corporate income tax rate, (ii) creating a new limitation on
deductible interest expense, (iii) creating bonus depreciation that will allow for full expensing on qualified property and (iv) imposing limitations on deductibility of certain executive compensation. We evaluated the provisions of the Tax Act and determined the primary
impact of the Tax Act was the reduction in corporate tax rate from 35% to 21%, which required us to remeasure our deferred tax assets and liabilities in our consolidated financial statements for the year ended December 31, 2017.
Subsequently, in February 2018, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared or analyzed (including computations) in
reasonable detail to complete the accounting for certain income tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting for the income tax
effects of certain elements of the Tax Act. In accordance with SAB 118, we recognized the provisional tax impacts related to the remeasurement of our deferred tax assets and liabilities in our consolidated financial statements for the year ended December 31, 2017. Upon
completion of our analysis of the Tax Act in 2018, we noted there were no material adjustments.
As of December 31, 2019, we had federal and state NOL carryforwards of approximately $423.0 million and $542.0 million, respectively, a portion of which expires annually. We believe the Recapitalization Transactions caused an “ownership change for income tax
purposes under the applicable provisions of the Internal Revenue Code of 1986, as amended, which may significantly limit our ability to use such federal NOL carryforwards to offset future taxable income. The C-Corporation Conversion did not impact our ability to use
existing NOLs.
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For further details on our income taxes, see Part II, Item 8. Financial Statements and Supplementary Data – Note 1 General and Note 12 Income Taxes.
Contingencies
We are party to various legal proceedings in the ordinary course of our business, as well as class and collective actions under the Exchange Act and for related state law claims that certain of our officers and directors breached their fiduciary duty to the Partnership and its
unitholders. We accrue for contingencies when the occurrence of a material loss is probable and can be reasonably estimated, based on our best estimate of the expected liability. The accuracy of the estimates used to determine probability and amount of a potential future
liability is impacted by, among other things, the complexity of the issues and the amount of due diligence we have been able to perform.
Differences between the actual settlement costs, final judgments or fines and our estimates could have a material impact on our financial position, results of operations or cash flows.
For further details on our contingencies, see Part II, Item 8. Financial Statements and Supplementary Data–Note 15 Commitments and Contingencies.
Insurance loss reserves
We purchase comprehensive general liability, professional liability, automobile liability and workers’ compensation insurance coverages structured with high deductibles. This high-deductible insurance program means we are primarily self-insured for claims and
associated costs and losses covered by these policies. Historical insurance industry experience indicates a high degree of inherent variability in assessing the ultimate amount of losses associated with casualty insurance claims. This is especially true with respect to liability
and workers’ compensation exposures due to the extended period of time that transpires between when the claim might occur and the full settlement of such claim, which is often many years. We continually evaluate loss estimates associated with claims and losses related
to these insurance coverages falling within the deductible of each coverage.
We analyze and adjust our insurance loss reserve, using assumptions based on factors such as claim settlement patterns, claim development trends, claim frequency and severity patterns, inflationary trends and data reasonableness that impact our analysis and determination
of the “best estimate” of the projected ultimate claim losses.
Differences between actual insurance loss settlements and our insurance loss reserves could have a material impact on our financial position, results of operations or cash flows.
Recent Accounting Pronouncements and Accounting Changes
For discussion of recent accounting pronouncements and accounting changes, see Part II, Item 8. Financial Statements and Supplementary Data–Note 1 General.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term "market" risk refers to the risk of gains or losses arising from changes in interest rates and
prices of marketable securities. The disclosures are not meant to be precise indicators of expected future gains or losses, but rather indicators of reasonably possible gains or losses. This forward-looking information provides indicators of how we view and manage our
ongoing market risk exposures. All of our market risk-sensitive instruments were entered into for purposes other than trading.
The trusts are invested in assets with the primary objective of maximizing income and distributable cash flow for trust distributions, while maintaining an acceptable level of risk. Certain asset classes in which we invest for the purpose of maximizing yield are subject to an
increased market risk. This increased market risk will create volatility in the unrealized gains and losses of the trust assets from period to period.
For additional information on the investments in our merchandise trusts and perpetual trusts, see Part II, Item 8. Financial Statements and Supplementary Data – Note 7 Merchandise Trusts and Note 8 Perpetual Care Trusts of this Annual Report.
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INTEREST-BEARING INVESTMENTS
The interest-bearing investments in our merchandise trusts and perpetual care trusts that are subject to interest rate sensitivity consist of fixed-income securities, money market investments and other short-term investments. As of December 31, 2019, the accumulated fair
value of the interest-bearing investments in our merchandise trusts and perpetual care trusts was $145.7 million and $53.3 million, respectively or 27.8% and 15.4% of the fair value of our total trust assets, respectively.
MARKETABLE EQUITY SECURITIES
The marketable equity securities in our merchandise trusts and perpetual care trusts that are subject to market price sensitivity consist of individual equity securities as well as closed and open-ended mutual funds. As of December 31, 2019, $25.7 million and $31.7 million,
respectively or 4.9% and 9.2% of the fair value of our total trust assets, respectively.
OTHER INVESTMENT FUNDS
Other investment funds are measured at fair value using the net asset value per share practical expedient. 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 eight years with three potential one year extensions at the discretion of the funds’ general partners. This asset class has an inherent valuation risk as the values provided by investment fund managers may not represent the liquidation
values obtained by the trusts upon redemption or liquidation of the fund assets. As of December 31, 2019, the fair value of other investment funds in our merchandise trusts and perpetual care trusts represented 41.3% and 55.3%, respectively, of the fair value of total trust
assets. The fair market value of the holdings in these funds was $216.4 million and $191.4 million in our merchandise trusts and perpetual care trusts, respectively, as of December 31, 2019, based on net asset value quotes.
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ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
STONEMOR INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Operations for the Years Ended December 31, 2019 and 2018
Consolidated Statements of Preferred Units and Owners’ Equity for the Years Ended December 31, 2019 and 2018
Consolidated Statements of Cash Flow for the Years Ended December 31, 2019 and 2018
Notes to Consolidated Financial Statements
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52
53
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of StoneMor Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of StoneMor Inc. (formerly StoneMor Partners L.P.) (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of operations, preferred
units and owners’ equity, and cash flows for each of the two years in the period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with accounting principles generally
accepted in the United States of America.
Change in accounting principle
As discussed in Notes 1 and 17 to the consolidated financial statements, the Company has changed its method of accounting for leases for the year ended December 31, 2019 due to the adoption of ASU No. 2016-02, Leases (Topic 842).
COVID-19 Outbreak
We draw attention to Note 26 to the consolidated financial statements, which describes the uncertainty related to the COVID-19 pandemic and impact on the Company’s business.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our opinion.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2018.
Philadelphia, Pennsylvania
April 7, 2020
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Assets
Current assets:
Cash and cash equivalents, excluding restricted cash
Restricted cash
Accounts receivable, net of allowance
Prepaid expenses
Assets held for sale
Other current assets
Total current assets
Long-term accounts receivable, net of allowance
Cemetery property
Property and equipment, net of accumulated depreciation
Merchandise trusts, restricted, at fair value
Perpetual care trusts, restricted, at fair value
Deferred selling and obtaining costs
Deferred tax assets
Goodwill
Intangible assets
Other assets
Total assets
Liabilities and Owners' Equity
Current liabilities:
Accounts payable and accrued liabilities
Liabilities held for sale
Accrued interest
Current portion, long-term debt
Total current liabilities
Long-term debt, net of deferred financing costs
Deferred revenues
Deferred tax liabilities
Perpetual care trust corpus
Other long-term liabilities
Total liabilities
Commitments and contingencies
Owners' equity:
STONEMOR INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31,
2019
December 31,
2018
$
$
$
$
34,867
21,900
55,794
4,778
23,858
17,142
158,339
75,549
320,605
103,400
517,192
343,619
114,944
81
—
56,246
29,393
1,719,368
55,134
20,668
125
374
76,301
367,963
949,375
34,613
343,619
49,987
1,821,858
944,474
(1,046,964)
—
—
(102,490)
1,719,368
$
$
$
$
18,147
—
57,928
4,475
757
17,009
98,316
87,148
331,137
112,716
488,248
330,562
113,644
86
24,862
61,421
22,241
1,670,381
59,035
—
1,967
798
61,800
320,248
919,606
6,675
330,562
42,108
1,680,999
—
—
—
(10,618)
(10,618)
1,670,381
Common stock, par value $0.01 per share, 200,000 shares authorized, 94,447 shares issued and outstanding
Paid-in capital in excess of par value
Retained deficit
Members' equity
Total owners' equity
Total liabilities and owners' equity
See Accompanying Notes to the Consolidated Financial Statements.
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Revenues:
Cemetery:
Interments
Merchandise
Services
Investment and other
Funeral home:
Merchandise
Services
Total revenues
Costs and Expenses:
Cost of goods sold
Cemetery expense
Selling expense
General and administrative expense
Corporate overhead
Depreciation and amortization
Funeral home expenses:
Merchandise
Services
Other
Loss on goodwill impairment
Total costs and expenses
Other losses, net
Operating loss
Interest expense
Loss on debt extinguishment
Loss from operations before income taxes
Income tax (expense) benefit
Net loss
Net loss attributable to StoneMor Partners L.P. (predecessor)
Net loss attributable to StoneMor Inc.
Net loss per common share (basic)(1)
Net loss per common share (diluted)(1)
Weighted average number of common shares outstanding - basic(2)
Weighted average number of common shares outstanding - diluted(2)
STONEMOR INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share and per unit data)
2019
2018
Year Ended December 31,
$
$
$
$
$
$
$
$
67,425
64,476
65,494
40,492
23,774
27,861
289,522
40,174
74,339
59,347
44,231
51,107
10,782
7,013
21,659
14,643
24,862
348,157
(8,106)
(66,741)
(48,519)
(8,478)
(123,738)
(28,204)
(151,942)
(151,942)
—
(3.84)
(3.83)
39,614
39,677
76,902
75,412
67,278
42,343
25,652
28,539
316,126
54,647
78,708
62,538
43,081
53,281
11,736
6,579
22,159
15,787
-
348,516
(11,504)
(43,894)
(30,602)
—
(74,496)
1,797
(72,699)
(72,699)
—
(1.92)
(1.92)
37,959
37,959
(1)
(2)
For the period prior to the C-Corporation Conversion, represents net loss divided by weighted average number of common limited partner units outstanding and for the period following the C-Corporation Conversion, represents net loss divided by weighted average number of common shares
outstanding.
For the period prior to the C-Corporation Conversion, represents weighted average number of common limited partner units outstanding and for the period following the C-Corporation Conversion, represents weighted average number of common shares outstanding.
See Accompanying Notes to the Consolidated Financial Statements.
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December 31, 2017
Cumulative effect of accounting change
January 1, 2018
Common unit awards under incentive plans
Net loss
Cumulative effect of accounting change
December 31, 2018
Issuance of Series A Preferred Units
Issuance of Series A Preferred Units - related party
Rights offering - related party
GP Holdings' Merger consideration
Reduction to GP Holdings' Merger consideration related to SEC settlement - related party
Unit-based compensation
Units repurchased related to unit-based compensation
Net loss prior to the C-Corporation Conversion (attributable to StoneMor Partners L.P.
(predecessor))
Effect of the C-Corporation Conversion on owners' equity
December 31, 2019
STONEMOR INC.
CONSOLIDATED STATEMENTS OF CHANGES IN OWNERS’ EQUITY
(dollars in thousands, except units and shares)
Redeemable Convertible
Preferred Unit
Series A
Number of
Outstanding
Preferred
Units
Value of
Outstanding
Preferred
Units
—
—
—
—
—
—
—
11,322,465
40,760,868
(3,039,380)
—
—
—
—
—
(49,043,953)
—
$
$
—
—
—
—
—
—
—
12,500
45,000
(3,647)
—
—
—
—
—
(53,853)
—
Partners' Deficit
Common Stock
Outstanding
Common
Units
37,957,936
—
37,957,936
709
—
—
37,958,645
—
—
3,039,380
2,950,000
(182,909)
2,067,088
(428,802)
—
(45,403,402)
—
$
Members' Equity
91,696
(28,097)
63,599
2,522
(72,699)
(4,040)
(10,618)
—
—
3,647
4,032
(250)
3,623
(803)
(151,942)
152,311
—
Number of
Common Shares
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
94,447,356
94,447,356
$
Par Value of
Common Shares
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Paid-in Capital in
Excess of Par
Value
$
—
—
—
—
—
—
—
—
—
—
(4,032)
—
—
—
Retained Deficit
—
$
—
—
—
—
—
—
—
—
—
—
—
—
—
$
Total
91,696
(28,097)
63,599
2,522
(72,699)
(4,040)
(10,618)
12,500
45,000
—
—
(250)
3,623
(803)
—
944,474
944,474
—
(1,042,932)
(1,046,964)
—
—
—
$
(151,942)
—
(102,490)
See Accompanying Notes to the Consolidated Financial Statements.
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STONEMOR INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash Flows From Operating Activities:
Net loss
Adjustments to reconcile net loss to net cash provided by operating activities:
Cost of lots sold
Depreciation and amortization
Provision for bad debt
Non-cash compensation expense
Loss on debt extinguishment
Loss on goodwill impairment
Non-cash interest expense
Other losses, net
Changes in assets and liabilities:
Accounts receivable, net of allowance
Merchandise trust fund
Other assets
Deferred selling and obtaining costs
Deferred revenues
Deferred taxes, net
Payables and other liabilities
Net cash (used in) provided by operating activities
Cash Flows From Investing Activities:
Cash paid for capital expenditures
Cash paid for acquisitions
Proceeds from divestitures
Proceeds from asset sales
Net cash used in investing activities
Cash Flows From Financing Activities:
Proceeds from issuance of redeemable convertible preferred units
Proceeds from issuance of redeemable convertible preferred units - related party
Proceeds from borrowings
Repayments of debt
Principal payment on finance leases
Cost of financing activities
Reduction to GP Holdings' Merger consideration due to SEC settlement - related party
Units repurchased related to unit-based compensation
Net cash provided by (used in) financing activities
Net increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash—Beginning of period
Cash, cash equivalents and restricted cash—End of period
Supplemental disclosure of cash flow information:
Cash paid during the period for interest
Cash paid during the period for income taxes
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Non-cash investing and financing activities:
Acquisition of assets by financing
Net transfers within assets held for sale
Accrued paid-in-kind interest on Senior Secured Notes (defined within)
See Accompanying Notes to the Consolidated Financial Statements.
54
Year Ended December 31,
2019
2018
$
(151,942)
$
(72,699)
7,027
10,782
7,559
3,623
8,478
24,862
18,095
8,106
(8,633)
(17,916)
(56)
(3,598)
36,656
27,943
(8,972)
(37,986)
(6,418)
—
6,255
—
(163)
12,500
45,000
406,087
(366,905)
(1,464)
(17,396)
(250)
(803)
76,769
38,620
18,147
56,767
32,239
1,419
3,638
495
1,464
2,277
23,340
7,867
$
$
$
$
$
$
$
$
7,808
11,736
7,358
2,523
—
—
5,985
11,504
4,498
4,295
2,618
(4,819)
37,405
(2,591)
10,836
26,457
(12,172)
(1,667)
—
1,276
(12,563)
—
—
29,880
(28,493)
—
(3,955)
—
—
(2,568)
11,326
6,821
18,147
25,606
1,725
—
—
—
2,673
543
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1.
GENERAL
STONEMOR INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As used in this Annual Report on Form 10-K (the “Annual Report”), unless the context otherwise requires, references to the terms the “Company,” “StoneMor,” “we,” “us,” and “our” refer to StoneMor Inc. and its consolidated subsidiaries for all periods from and after the
Merger and to StoneMor Partners L.P. and its consolidated subsidiaries for all periods prior to the Merger.
In addition, as used in this Annual Report, unless the context otherwise requires, references to (i) the term “Cornerstone” refers to Cornerstone Family Services, Inc.; (ii) the term “CFSI” refers to CFSI LLC; (iii) the term “CFS” refers to Cornerstone Family Services LLC;
(iv) the term “LP Sub” refers to StoneMor LP Holdings, LLC; (v) the term “ACII” refers to American Cemeteries Infrastructure Investors, LLC; (vi) the term “AUH” refers to AIM Universal Holdings, LLC; (vii) the term “AIM” refers to American Infrastructure MLP
Funds; (viii) the term “AIM II” refers to American Infrastructure MLP Fund II, L.P.; (ix) the term AIM FFII refers to American Infrastructure MLP Founders Fund II, L.P.; (x) the term “AIM II StoneMor” refers to AIM II Delaware StoneMor, Inc.; (xi) the term AIM
Management II refers to American Infrastructure MLP Management II, L.L.C.; and (xiv) the term AIM II Offshore refers to AIM II Offshore, L.P.
Nature of Operations
StoneMor Inc. is a leading provider of funeral and cemetery products and services in the death care industry in the U.S. As of December 31, 2019, the Company 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 Company also owned and operated 90 funeral homes, including 42 located on the grounds of cemetery properties that the Company owns, in 17 states and Puerto Rico.
The Company’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 Company 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 Company’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.
C-Corporation Conversion
On December 31, 2019, pursuant to the terms of the Merger Agreement, the Company completed the following series of reorganization transactions (which the Company sometimes refer to collectively as the “C-Corporation Conversion”):
•
•
•
•
GP Holdings contributed its entire equity interest in the Partnership to StoneMor GP and, in exchange, ultimately received an aggregate of 5,099,969 shares of the Company’s common stock;
StoneMor GP contributed the common units in the Partnership it received from GP Holdings to LP Sub, a Delaware limited liability company and wholly-owned subsidiary of StoneMor GP;
Merger Sub merged with and into the Partnership, with the Partnership surviving as a Delaware limited partnership, and pursuant to which each outstanding Series A Convertible Preferred Unit (defined within) and Common Unit (defined within) (other
than the common units held by LP Sub) was converted into the right to receive one share of the Company’s common stock; and
StoneMor GP converted from a Delaware limited liability company to a Delaware corporation called StoneMor Inc.
As a result of the C-Corporation Conversion, the Company remains the general partner of the Partnership and LP Sub is the sole limited partner of the Partnership such that, directly or indirectly, the Company owns 100% of the interests in the Partnership.
The C-Corporation Conversion represented a transaction between entities under common control and was accounted for similarly to pooling of interests in a business combination. The common stock of the Company issued to the holders of the common units and preferred
units of the Partnership and to GP Holdings for its general partner interest in the Partnership was
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recognized by the Company at the carrying value of the equity interests in the Partnership. In addition, the Company became the successor and the Partnership the predecessor for the purposes of financial reporting.
Basis of Presentation and Principles of Consolidation
The consolidated financial statements included in this Annual Report have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). All intercompany transactions and balances have been eliminated.
The consolidated financial statements include the accounts of StoneMor Inc. and StoneMor Partnership L.P., each together with their consolidated subsidiaries. Financial results as of and for the years ended December 31, 2019 and 2018 are the financial results of
StoneMor Inc. and StoneMor Partners L.P., the Company’s predecessor for accounting purposes, as there was no activity under StoneMor Inc. prior to December 31, 2019. Earnings per share and weighted-average common shares outstanding for the years
ended December 31, 2019 and 2018 have been presented giving pro forma effect to C-Corporation Conversion, as if it had occurred on January 1, 2018.
The consolidated financial statements include the accounts of each of the Company’s 100% owned subsidiaries. These statements also include the accounts of the merchandise and perpetual care trusts in which the Company has a variable interest and is the primary
beneficiary. The Company 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 Company 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 consolidated statements of operations for the years ended December 31, 2019 and 2018.
The Company operates 14 cemeteries under long-term leases and other agreements that do not qualify as acquisitions for accounting purposes. As a result, the Company did not consolidate all of the existing assets and liabilities related to these cemeteries. The Company
has consolidated the existing assets and liabilities of the merchandise and perpetual care trusts associated with these cemeteries as variable interest entities, since the Company 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 Company 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 Company will retain all of the benefits and related contractual obligations incurred from sales generated during the agreement
period. The Company has also recognized the existing customer contract-related performance obligations that it assumed as part of these agreements.
Correction of a prior period error related to the predecessor
The Company has revised its consolidated balance sheet as of December 31, 2018 for the correction of the accounting related to the implementation of Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), with respect to
the recognition of revenue on sales of lawn crypt products in Maryland. Per Maryland state law, vaults cannot be pre-installed and as such per ASC 606, revenue cannot be recognized upon the sale of vaults; however, lawn crypt gardens, which are burial spaces with pre-
installed, fully constructed vaults and irrigation, can be sold and revenue immediately recognized upon sale per ASC 606. During the third quarter of 2019, the Company identified that in its implementation of ASC 606 in 2018, it had incorrectly recognized revenue on
sales of uninstalled lawn crypt products in Maryland, as if they had been installed. The Company concluded based on quantitative and qualitative analysis that the adjustments recorded to correct this prior period error were immaterial to the Company’s financial condition
as of December 31, 2018 and 2019.
The following table presents the corrections that were made to the consolidated balance sheet as of December 31, 2018:
2018
As Previously Reported
Reclassifications
2018
As Adjusted
Assets
Cemetery property
Deferred selling and obtaining costs
Total assets
Liabilities
Deferred revenues
Total liabilities
Members' Equity
Members' equity
$
$
$
$
$
$
$
$
$
$
$
$
330,841
112,660
1,669,101
914,286
1,675,679
(6,578)
56
296
984
1,280
5,320
5,320
(4,040)
$
$
$
$
$
$
331,137
113,644
1,670,381
919,606
1,680,999
(10,618)
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Recapitalization Transactions
Series A Preferred Offering
On June 27, 2019, funds and accounts affiliated with Axar Capital, a related party and as of the date of the transaction and December 31, 2019, the largest holder of the Company’s outstanding common shares of record, and certain other investors and the Company entered
into 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 Convertible 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 Partnership Agreement dated as of June 27, 2019 at a purchase price of $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 (the “Preferred Offering”).
Senior Secured Notes
Concurrently with the closing of the Preferred Offering, the Company completed a private placement of $385.0 million of 9.875%/11.500% Senior Secured Notes (the “Senior Secured Notes”) to certain financial institutions (collectively with the Preferred Offering, the
“Recapitalization Transactions”). The net proceeds of the Recapitalization Transactions were used to fully repay the then-outstanding senior notes due in June 2021, retire the Company’s revolving credit facility due in May 2020 and pay the associated transaction expenses,
with the remaining balance reserved for general corporate purposes. The Company has the right and expects to pay quarterly interest at a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind through January 30, 2022. The Senior
Secured Notes will require cash interest payments at 9.875% for all interest periods after January 30, 2022.
Uses and Sources of Liquidity
The Company’s primary sources of liquidity are cash generated from operations, the remaining balance of the proceeds from the sale of the Senior Secured Notes and proceeds from asset sales. The Company’s primary cash requirements, in addition to normal operating
expenses, are for capital expenditures, net contributions to the merchandise and perpetual care trust funds and debt service. In general, as part of its operating strategy, the Company 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 proceeds from asset sales;
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 proceeds from 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 related (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 maintenance capital expenditures through available cash and cash flows from operating activities.
While the Company 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 Company cannot be certain that sufficient capital will be
generated through operations or be available to the Company to the extent required and on acceptable terms. The Company has experienced negative financial trends, including use of cash in operating activities, which, when considered in the aggregate, could raise
substantial doubt about the Company’s ability to continue as a going concern. These negative financial trends include:
•
•
the Company has continued to incur net losses for the year ended December 31, 2019 and has an accumulated deficit and negative cash flow from operating activities as of December 31, 2019, due to an increased competitive environment, increased
expenses due to the consummated 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 that tightened the Company's liquidity position and increased reliance on long-term financial obligations.
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During 2018 and 2019, the Company 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 Preferred Units for an aggregate purchase price of $57.5 million and completed a private placement of $385.0 million of the Senior Secured Notes. The net proceeds of both transactions were used to fully repay the then-
outstanding senior notes due in June 2021 and retire the Company’s revolving credit facility due in May 2020;
continue to manage recurring operating expenses and seek to limit non-recurring operating expenses; and
identify and complete sales of select assets to provide supplemental liquidity.
In addition, there is no certainty that the Company's actual operating performance and cash flows will not be substantially different from forecasted results and no certainty the Company 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 Company 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 Company'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 Company's markets;
the number of deaths in the Company's markets declining; and
the mix of funeral and cemetery revenues between burials and cremations.
If the Company's planned, implemented and not yet implemented actions are not completed or implemented and cash savings are not realized, or the Company fails to improve its operating performance and cash flows or the Company is not able to comply with the
covenants under the Indenture, the Company 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 Company may be unable to continue as a going concern. Additionally, a failure to generate additional liquidity could negatively impact the Company's access to inventory or services that are important to the operation of the Company's business.
Any of these events may have a material adverse effect on the Company's results of operations and financial condition. The ability of the Company to continue as a going concern is dependent upon achieving the action plans noted above.
Based on the Company's forecasted operating performance, planned actions to improve the Company’s profitability and cash flows, the execution of the Supplemental Indenture and the Axar Commitment and the consummation of the transactions contemplated thereby,
including receipt of not less than $17.0 million in proceeds from the contemplated rights offering, together with plans to file its financial statements on a timely basis consistent with the debt covenants and commitment to filing its periodic reports on a timely basis
consistent with the debt covenants, the Company does not believe it is probable that it will breach the covenants under the Indenture or be unable to continue as a going concern for the next twelve-month period. As such, the consolidated financial statements for the years
ended December 31, 2019 and 2018 were prepared on the basis of a going concern, which contemplates that the Company 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 Company be required to liquidate its assets.
Summary of Significant Accounting Policies
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions as described in this 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 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 Company 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 $34.9 million and $18.1 million as of December 31, 2019 and
December 31, 2018, respectively.
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Restricted Cash
Cash that is restricted from withdrawal or use under the terms of certain contractual agreements is recorded as restricted cash. Restricted cash was $21.9 million as of December 31, 2019, primarily related to cash collateralization of the Company’s letters of credit and
surety bonds and the $5.0 million refundable deposit the Company received in October 2019, in connection with the non-binding letter of intent it signed for the sale of one of its properties. There was no restricted cash as of December 31, 2018.
Revenues
The Company'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-need and pre-need, which are
classified on the 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 pre-need sales of cemetery and funeral home
merchandise and services 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.
Investment income is earned on certain payments received from customers 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 Company 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 Company 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 Company 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 Company 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 Company 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 Company estimates the fair value of its refund obligation under such contracts on a quarterly basis and records such
obligations within other long-term liabilities line item on its consolidated balance sheets.
In accordance with ASC 606, the Company recognizes revenue in the amount to which the Company expect to be entitled to when it satisfies a performance obligation by transferring control over a product or service to a customer. The Company only recognizes amounts
due from a customer for unfulfilled performance obligations on a cancellable pre-need contract to the extent that control has transferred to the customer for interments, merchandise or services for which the Company has not collected cash. The Company defers the
recognition of any nonrefundable up-front fees and incremental direct selling costs associated with its sales contracts with a customer (i.e., commissions and bonuses) until the underlying goods or services have been delivered to the customer if the amortization period
associated with the deferred nonrefundable up-front fees and incremental direct selling is greater than a year; otherwise, these nonrefundable up-front fees and incremental direct selling costs are expensed immediately. Incremental direct selling costs are recognized by
specific identification. The Company 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
In addition, the Company maintains a 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 to the extent that
the funds are refundable upon a customer’s exercise of any cancellation rights.
Sales taxes assessed by governmental authorities 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.
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Nature of Goods and Services
The following is a description of the principal activities within the Company’s two reportable segments from which the Company generates its revenue.
Cemetery Operations
The Company generates revenues in its Cemetery Operations segment principally 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 and (3) service revenues, including opening and closing, 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. Products and services may be sold separately or in packages. For packages, the Company 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 Company estimates stand-alone selling prices using the best estimate of market value, using inputs such as average selling price and list price broken down by each geographic location. Additionally, the Company considers 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 Company will only recognize revenue once the property is constructed and the customer has obtained
substantially all of the remaining benefits of the property.
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 Company). 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, the Company is 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
The Company generates revenues in its Funeral Home Operations segment principally generates revenue from (1) sales of funeral home merchandise which includes caskets and other funeral related items 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. The Funeral Home Operations segment also include revenues related to the sale of term and whole life insurance on an agency basis,
in which the Company earns 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 Company 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. The revenue
generated by the Company through its Funeral Home Operations segment is principally derived from at-need sales.
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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 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 the Company’s merchandise trusts, deferred revenues include deferred revenues from pre-need sales that were entered into by entities prior to the Company’s acquisition of the assets of those entities. The Company 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 Company 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.
Accounts Receivable, Net of Allowance
The Company sells pre-need cemetery contracts whereby the customer enters into arrangements for future pre-need merchandise and services. 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 Company
records an account receivable in an amount equal to the total contract value less unearned finance income, unfulfilled performance obligations on cancellable contracts, and any cash deposit paid. The Company recognizes an allowance for doubtful accounts by applying a
cancellation rate to amounts included in accounts receivable, which is recorded as a reduction in accounts receivable and a corresponding offset to deferred revenues. The cancellation rate is based on a five year average rate by each specific location. Management evaluates
customer receivables for impairment based upon its historical experience, including the age of the receivables and the customers’ payment histories.
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 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. Major classifications of property and equipment and their respective useful lives are as follows:
Buildings and improvements
Software and computer hardware
Furniture and equipment
Leasehold improvements
Assets Held for Sale
10 to 40 years
3 years
3 to 10 years
over the shorter of the term of the lease or the life of the asset
For a long-lived asset or disposal group to be classified as held for sale all of the following criteria must be met
•
•
Management, having authority to approve the action, commits to a plan to sell the long-lived asset or disposal group;
The long-lived asset or disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such long-lived assets (disposal groups);
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•
•
•
•
An active program to locate a buyer(s) and other actions required to complete the plan to sell the long-lived asset (disposal group) have been initiated;
The sale of the long-lived asset (disposal group) is probable and transfer of the long-lived asset (disposal group) is expected to qualify for recognition as a completed sale within one year;
The long-lived asset (disposal group) 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.
The determination to classify a site (or group of sites) as an asset held for sale requires significant estimates by the Company about the site and the level of market activity in which the site is based. Such estimates are based on factors that include recent sales of comparable
sites, the extent of buyers’ interest in the site and the site’s condition. Based on these factors, the Company assesses the probability of divesting of the site under current market conditions at an acceptable price within one year. After the Company identifies a site to be held
for sale, the Company discontinues depreciating the long-lived assets associated with the site and estimates the assets’ fair value, net of selling costs. If the carrying value of the assets to be classified as held for sale exceeds the Company’s estimated net fair value, the
Company writes the assets down to the estimated net fair value. Assets and liabilities associated with the site to be classified as held for sale are presented separately in the Company’s consolidated balance sheets beginning with the period in which the Company decided to
classify the site as held for sale. For further details of the Company’s assets held for sale, see Note 22 Assets Held For Sale of this Annual Report.
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 Company 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. For further details of the Company’s
merchandise trusts, see Note 7 Merchandise Trusts of this Annual Report.
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 Company 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 Company consolidates the trust into its financial statements because the trust is considered a variable interest entity for which the Company is the primary beneficiary.
Earnings from the perpetual care trusts are recognized in current cemetery revenues. For further details of the Company’s perpetual care trusts, see Note 8 Perpetual Care Trusts of this Annual Report.
Fair Value Measurements
The Company 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 Company 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. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable,
are made at the end of each quarter. For additional disclosures on the Company’s available-for-sale securities, refer to Note 7 Merchandise Trusts and Note 8 Perpetual Care Trusts.
Inventories
Inventories are classified within Other current assets on the Company’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 $5.9 million and $7.5 million at December
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31, 2019 and 2018, respectively. Refer to Note 3 Impairment and Other Losses for further information regarding impairment of inventories.
Impairment of Long-Lived Assets
The Company 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 Company’s policy is to perform step 1 of the long-lived asset impairment test prescribed by ASC 360, Property, Plant and Equipment (the “ASC 360 Asset Impairment
Test”) every reporting period for all of its cemetery property and funeral home locations; for any location that has an operating loss for the current reporting period, a trend of operating losses over the current fiscal year and/or a trend of operating losses over the previous
five fiscal years, the Company then performs step 2 of the ASC 360 Asset Impairment Test. If step 2 indicates the carrying value of any of the Company’s locations is not recoverable, as a result of the sum of expected future undiscounted cash flows for the location being
less than the carrying value of the location, the Company records an impairment charge to write-down the location to its fair value.
Other-Than-Temporary Impairment of Trust Assets
The Company 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 Company’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 Company 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 Company 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 Company 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
The Company tested goodwill for impairment at least annually or if impairment indicators arose by comparing its reporting units’ estimated fair values to carrying values. Because quoted market prices for the reporting units were not available, the Company’s management
had to apply judgment in determining the estimated fair value of its reporting units.
Management used 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 Company’s assets and the available market data of the industry
group. A key component of these fair value determinations was a reconciliation of the sum of the fair value calculations to the Company’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.
Due to a decline in the market value of the Company’s unit values and the Company’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 the only reporting unit to which the Company allocated its goodwill, Cemetery Operations, exceeded its fair
value, and the Company’s goodwill was fully impaired as of September 30, 2019. For further details on the Company’s impairment of its goodwill, see Note 3 Impairment and Other Losses and Note 9 Goodwill and Intangible Assets of this Annual Report.
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Intangible Assets
The Company 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 Company amortizes these intangible assets over their estimated useful lives and periodically
tests them for impairment.
Taxes
The Company is subject to U.S. federal income taxes, and a provision for U.S. federal income tax has been provided in the consolidated statements of operations for the years ended December 31, 2019 and 2018. The Company is also responsible for certain state income
and franchise taxes in the states in which it operates.
Deferred tax assets and liabilities are recognized for the 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, if applicable. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which 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
earnings in the period that includes the enactment date.
The Company recognizes interest accrued related to unrecognized tax benefits, if any, in income tax expense in the consolidated statements of operations.
For further details, see Note 12 Income Taxes of this Annual Report.
Stock-Based Compensation
The Company has a long-term incentive plan under which it is authorized to grant stock-based compensation awards, such as restricted stock or restricted units to be settled in common stock and non-qualified stock options (“stock options”). The Company recognizes
compensation expense in an amount equal to the fair value of the stock-based awards on the date of grant over the requisite service period. The fair value of restricted stock awards and restricted stock unit awards is determined based on the number of restricted stock or
restricted stock units granted and the closing price of the Company’s common stock on the date of grant. The fair value of stock options is determined by applying the Black-Scholes model to the grant-date market value of the underlying common stock of the Company.
The Company has elected to recognize forfeiture credits for these stock-based compensation awards as they are incurred, as this method best reflects actual stock-based compensation expense.
Tax deductions on the stock-based compensation awards are not realized until the stock-based compensation awards are vested or exercised. The Company recognizes deferred tax assets for stock-based compensation awards that will result in future deductions on its
income tax returns, based on the amount of stock-based compensation recognized at the statutory tax rate in the jurisdiction in which the Company will receive a tax deduction. If the tax deduction for a stock-based compensation award is greater than the cumulative GAAP
compensation expense for that stock-based compensation award upon realization of a tax deduction, an excess tax benefit will be recognized and recorded as a favorable impact on the effective tax rate. If the tax deduction for a stock-based compensation award is less than
the cumulative GAAP compensation expense for that stock-based compensation award upon realization of the tax deduction, a tax shortfall will be recognized and recorded as an unfavorable impact on the effective tax rate. Any excess tax benefits or shortfalls will be
recorded discretely in the period in which they occur. The cash flows resulting from any excess tax benefit will be classified as financing cash flows in the Company’s consolidated statements of cash flows.
The Company provides its employees with the election to settle the income tax obligations arising from the vesting of their restricted stock-based compensation awards by the Company withholding stock equal to such income tax obligations. Stock acquired from
employees in connection with the settlement of the employees’ income tax obligations on these stock-based compensation awards are accounted for as treasury shares that are subsequently retired. Restricted stock awards, restricted stock units and stock options are not
considered issued and outstanding for purposes of earnings per share calculations until vested.
For further details on the Company’s stock-based compensation plans, see Note 14 Long-Term Incentive Plan of this Annual Report.
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Leases
The Company leases a variety of assets throughout its organization, such as office space, funeral homes, warehouses and equipment. The Company has both operating and finance leases. The Company’s operating leases primarily include office space, funeral homes and
equipment. The Company’s finance leases primarily consist of vehicles and certain IT equipment. The Company 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 Company 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 Company 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 Company 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. Where leases contain escalation clauses, rent abatements and/or concessions, the Company
applies them in the determination of lease expense. The exercise of lease renewal options is at the Company’s sole discretion, and the Company only includes the renewal option in the lease term when the Company can be reasonably certain that it will exercise the
additional options.
As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company 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 Company calculates operating lease expense ratably over the lease term plus any reasonably assured renewal periods. The Company 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 Company’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 Share (Basic and Diluted)
Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing net loss attributable to
common shares by the sum of the weighted-average number of outstanding common shares and the dilutive effect of share-based awards, as calculated by the treasury stock or if converted methods, as applicable. These awards consist of common shares that are
contingently issuable upon the satisfaction of certain vesting conditions for stock awards granted under the 2019 Plan.
The following table sets forth the reconciliation of the Company’s weighted-average number of outstanding common shares as of December 31, 2019 and common limited partner units as of December 31, 2018 used to compute basic net loss attributable to common shares
and common limited partners per unit, respectively, with those used to compute diluted net loss per common share and per common limited partners unit, respectively, (in thousands):
Weighted average number of outstanding common shares—basic(1)
Plus effect of dilutive incentive awards(2)
Restricted shares
Stock options
Weighted average number of outstanding common shares—diluted(1)
Year Ended December 31,
2019
2018
39,614
—
63
39,677
37,959
—
—
37,959
(1)
(2)
For the period following the C-Corporation Conversion, represents common shares, and for the period prior to the C-Corporation Conversion, represents limited common partner units.
For the years ended December 31, 2019 and 2018, the diluted weighted-average number of outstanding common shares and limited partner units presented, respectively, on the consolidated statement of operations does not include 515,625
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restricted common shares and 1,333,572 common limited partners units, respectively, as their effects would have been anti-dilutive.
Advertising Costs
Advertising costs are expensed as incurred. For the years ended December 31, 2019 and 2018, advertising costs were $9.2 million and $6.9 million, respectively.
Recently Adopted Accounting Standards
Leases
The Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and subsequently-issued related ASUs, using the modified retrospective approach, as of January 1, 2019. 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 lessees and lessors, including for 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.
ASU 2016-02 provides for certain practical expedients when adopting the guidance. The Company elected the package of practical expedients allowing the Company 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 Company did not apply the hindsight practical expedient. The Company applied the land easements practical expedient allowing the Company 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 Company will continue to apply its existing accounting policies to historical land easements. The Company elected to apply
the short-term lease exception; therefore, it did not record a ROU asset or corresponding lease liability for leases with a term of 12 months or less and instead recognized a single lease cost allocated over the lease term, generally on a straight-line basis. The Company is
separating lease components from non-lease components, as it did not elect the applicable practical expedient. The Company excluded maintenance, taxes and insurance costs from the calculation of the initial lease liability in the transition period. Non-lease components
are accounted for separately from the lease, recorded as maintenance expense, taxes or insurance expense and expensed as incurred.
The Company adopted the new guidance on January 1, 2019 and as a result of the adoption, the Company recorded in its consolidated financial statements for fiscal year 2019 the following adjustments as of January 1, 2019:
•
•
•
•
•
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 resulted 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 Company implemented internal controls to ensure that its contracts are properly evaluated to determine applicability under ASU 2016-02 and that the Company 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, to simplify the accounting for share-based payments to nonemployees by
aligning it with the accounting for share-based payments to employees. This amendment is effective for fiscal
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years and interim periods within fiscal years beginning after December 15, 2018. The Company adopted this standard effective January 1, 2019. The adoption of this standard did not have an impact on the Company’s consolidated financial statements, as the Company had
only issued units to employees and nonemployee directors and had previously recognized its nonemployee directors unit-based payments in line with its recognition of unit-based payments to employees, using the grant-date fair value of the equity instruments issued,
amortized over the requisite service period.
Variable Interest Entities
In October 2018, FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities (“ASU 2018-17”). The core principle of ASU 2018-17 is that indirect interests held through related parties in
common control arrangements should be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. ASU 2018-17 is effective for fiscal years beginning after December 15, 2019. The Company
adopted the requirements of this amendment upon its effective date of January 1, 2020 retrospectively. The adoption of this standard did not impact the Company’s consolidated financial statements or related disclosures upon adoption, because the Company did not, and
currently does not, have any indirect interests through related parties under common control for which it receives decision-making fees.
Fair Value Measurement
In August 2018, FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). This standard removed, modified and added disclosure requirements
from ASC 820, Fair Value Measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements as of and for the year
ended December 31, 2020, as this standard primarily addresses disclosure requirements for Level 3 fair value measurements. Currently, the Company does not have any fair value instruments that would be classified as Level 3 on the fair value hierarchy.
Internal-Use Software
In August 2018, 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. The amendments in this standard
aligned the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include
an internal-use software license). ASU No. 2018-15 is effective for annual periods beginning after December 15, 2019. The Company adopted the requirements of this amendment upon its effective date of January 1, 2020 prospectively. The Company will apply the
requirements of this standard to the costs it incurs implementing its new enterprise resource planning software in 2020.
Recently Issued Accounting Standard Updates - Not Yet Effective
Credit Losses
In June 2016, FASB issued ASU No. 2016-13, Credit Losses (Topic 326) ("ASU 2016-13"). The core principle of ASU 2016-13 is that all assets measured at amortized cost basis should be presented at the net amount expected to be collected using historical experience,
current conditions and reasonable and supportable forecasts as a basis for credit loss estimates, instead of the probable initial recognition threshold used under current GAAP. In November 2018, FASB issued ASU No. 2018-19, Codification Improvements to Topic 326,
Financial Instruments-Credit Losses (“ASU 2018-09”), which clarified that receivables arising from operating leases are not within the scope of Accounting Standards Codification (“ASC”) 326-20, Financial Instruments-Credit Losses-Measured at Amortized Cost, and
should be accounted for in accordance with ASC 842, Leases. In April 2019, FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU
2019-04”), which includes clarifications to the amendments issued in ASU 2016-13. In May 2019, FASB issued ASU No. 2019-05, Financial Instruments-Credit Losses (Topic 326), which provides entities that have certain instruments within the scope of ASC 326-20
with an option to irrevocably elect the fair value option in ASC 825, Financial Instruments, upon adoption of ASU 2016-13. In November 2019, FASB issued ASU No. 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and
Leases (Topic 842) (“ASU 2019-10”), which modifies the effective dates for ASU 2016-13, ASU 2017-12 and ASU 2016-02 to reflect the FASB’s new policy of staggering effective dates between larger public companies and all other companies. With the issuance of ASU
2019-10, the Company’s effective date for adopting all amendments related to the new credit loss standard has been extended to January 1, 2023. In November 2019, FASB also issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-
Credit Losses (“ASU 2019-11”), which includes clarifications to and
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addresses specific stakeholders’ issues concerning the amendments issued in ASU 2016-13. The Company plans to adopt the requirements of these amendments upon their effective date of January 1, 2023, using the modified-retrospective method and is evaluating the
potential impact of the adoption on its financial position, results of operations and related disclosures.
Taxes
In December 2019, FASB issued ASU No. 2019-12, Income Taxes (Topic 340) (“ASU 2019-12”), with the intent to simplify the accounting for income taxes. ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod
allocation and calculating income taxes in interim periods. ASU 2019-12 also adds guidance to reduce complexity in certain tax accounting areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12
is effective for annual periods beginning after December 15, 2021. The Company plans to adopt the requirements of this amendment upon its effective date of January 1, 2022 retrospectively and is evaluating the potential impact of the adoption on its financial position,
results of operations and related disclosures.
2.
ACQUISITIONS
The Company did not complete any acquisitions during the year ended December 31, 2019. On January 19, 2018, the Company 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 Company since August 2016. The Company accounted for the purchase of these properties, which were not material individually or in the aggregate, under the acquisition method of
accounting.
3.
IMPAIRMENT AND OTHER LOSSES
Goodwill Impairment Assessment
Due to a decline in the market value of the Company’s unit values and the Company’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 the only reporting unit to which the Company allocated its goodwill, Cemetery Operations, exceeded its fair
value, and the Company’s goodwill was fully impaired as of September 30, 2019. The Company recognized a $24.9 million impairment charge included in Loss on impairment of goodwill in the accompanying consolidated statement of operations for the year ended
December 31, 2019. Refer to Note 9 Goodwill and Intangible Assets for further details on the Company’s goodwill.
Impairment of Long-Lived Assets
During each reporting period for the years ended December 31, 2019 and 2018, the Company performed step 1 of the ASC 360 Asset Impairment Test and identified all cemetery property and funeral home locations with an operating loss for the current reporting period, a
trend of operating losses over the current fiscal year and/or a trend of operating losses over the previous five fiscal years. Of those locations identified during step 1, the Company recorded impairments for those locations for which step 2 of the ASC 360 Asset Impairment
Test indicated the locations’ carrying values may not be recoverable. As a result of performing step 1 and step 2 of the ASC 360 Asset Impairment Test, the Company recorded a $2.8 million impairment charge for certain cemetery property locations, which is included in
Other losses, net in the accompanying consolidated statements of operations, during each of the years ended December 31, 2019 and 2018.
Termination of Management Agreement
The Company operates certain of its cemeteries under long-term leases, operating agreements and management agreements. On May 10, 2019, the Company terminated one of the management agreements and recorded a $2.1 million loss, which is included in Other losses,
net in the accompanying consolidated statement of operations for the year ended December 31, 2019.
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 Company until the Company 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 Company 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
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goods sold for the year ended December 31, 2018 in the accompanying consolidated statement of operations as this merchandise was utilized to fulfill the Company’s contractual obligations to at-need and pre-need customers.
Due to enhanced inventory control procedures implemented in late 2018, the Company 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 2019 and 2018, the Company recorded estimated impairment losses of approximately $2.6 million and $8.9 million, respectively, related to this
damaged and unusable merchandise. The impairment losses are included in Other losses in the accompanying consolidated statements of operations for the years ended December 31, 2019 and 2018. The losses recorded represent management’s best estimate, and were
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 Company to change those estimates and assumptions.
Software
During 2017 and 2018, the Company initiated two software implementation projects to enhance its Lawson ERP System with a cash reconciliation module and lease accounting module, respectively. However, during the fourth quarter of 2019, the Company determined
these two software implementation projects were not viable and terminated them. The Company recognized a $0.5 million impairment related to these two unviable software implementation projects.
4.
ACCOUNTS RECEIVABLE, NET OF ALLOWANCE
Long-term accounts receivable, net, consisted of the following at the dates indicated (in thousands):
Customer receivables
Unearned finance income
Allowance for doubtful accounts
Accounts receivable, net of allowance
Less: Current portion, net of allowance
Long-term portion, net of allowance
Activity in the allowance for doubtful accounts was as follows (in thousands):
Balance, beginning of period
Cumulative effect of accounting changes
Provision for doubtful accounts
Charge-offs, net
Balance, end of period
Management evaluates customer receivables for impairment based upon its historical experience, including the age of the receivables and the customers’ payment histories.
5.
CEMETERY PROPERTY
Cemetery property consisted of the following at the dates indicated (in thousands):
Cemetery land
Mausoleum crypts and lawn crypts
Cemetery property
December 31, 2019
December 31, 2018
$
$
$
$
$
$
153,530
(16,303)
(5,884)
131,343
55,794
75,549
4,941
—
7,559
(6,616)
5,884
249,260
71,345
320,605
$
$
$
$
$
$
December 31, 2019
December 31, 2019
167,017
(17,000)
(4,941)
145,076
57,928
87,148
19,795
(12,876)
7,358
(9,336)
4,941
255,708
75,429
331,137
December 31, 2018
December 31, 2018
The Company recorded an impairment of cemetery property during the years ended December 31, 2019 and 2018. For further details see Note 3 Impairment and Other Losses of this Annual Report.
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6.
PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at the dates indicated (in thousands):
Buildings and improvements
Furniture and equipment
Funeral home land
Property and equipment, gross
Less: Accumulated depreciation
Property and equipment, net of accumulated depreciation
Depreciation expense was $9.4 million and $9.9 million for the years ended December 31, 2019 and 2018, respectively.
7.
MERCHANDISE TRUSTS
December 31, 2019
December 31, 2018
$
$
125,382
57,674
14,185
197,241
(93,841)
103,400
$
$
129,971
58,706
14,185
202,862
(90,146)
112,716
At December 31, 2019 and 2018 the Company’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 18 Fair Value of Financial Instruments. There were no Level 3 assets in the Company’s merchandise trusts.
When the Company receives a payment from a pre-need customer, the Company deposits the amount required by law into the merchandise trusts that may be subject to cancellation on demand by the pre-need customer. The Company’s merchandise trusts related to states
in which pre-need customers may cancel contracts with the Company comprises 53.6% of the total merchandise trust as of December 31, 2019. The merchandise trusts are variable interest entities (“VIE”) of which the Company 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 Company may be
required to fund this shortfall.
The Company included $9.7 million and $8.7 million of investments held in trust as required by law by the West Virginia Funeral Directors Association at December 31, 2019 and 2018 respectively, in its merchandise trust assets. These trusts are recognized at their account
value, which approximates fair value.
A reconciliation of the Company’s merchandise trust activities for the years ended December 31, 2019 and 2018 is presented below (in thousands):
Balance—beginning of period
Contributions
Distributions
Interest and dividends
Capital gain distributions
Realized gains and losses, net
Other than temporary impairment
Taxes
Fees
Unrealized change in fair value
Total
Less: Assets held for sale
Balance—end of period
Year ended December 31,
2019
2018
$
$
488,248
54,742
(59,776)
29,367
1,699
3,246
(6,056)
(556)
(4,268)
17,219
523,865
(6,673)
517,192
$
$
515,456
66,408
(79,862)
27,228
543
(1,012)
(28,555)
(347)
(3,855)
(7,756)
488,248
—
488,248
During the years ended December 31, 2019 and 2018, purchases of available for sale securities were approximately $54.4 million and $117.7 million, respectively. During the years ended December 31, 2019 and 2018, sales, maturities and paydowns of available for sale
securities were approximately $38.1 million and $109.5 million, respectively. Cash flows from pre-need contracts are presented as operating cash flows in the Company’s consolidated statement of cash flows.
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The cost and market value associated with the assets held in the merchandise trusts as of December 31, 2019 and 2018 were as follows (in thousands):
December 31, 2019
Short-term investments
Fixed maturities:
U.S. governmental securities
Corporate debt securities
Total fixed maturities
Mutual funds—debt securities
Mutual funds—equity securities
Other investment funds(1)
Equity securities
Other invested assets
Total investments
West Virginia Trust Receivable
Total
Less: Assets held for sale
Total
(1)
Fair Value
Hierarchy
Level
1
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
$
144,610
$
—
$
—
$
2
2
1
1
1
2
$
$
456
783
1,239
67,801
46,609
213,024
24,386
8,360
506,029
9,651
515,680
(6,369)
509,311
$
$
6
14
20
1,857
1,744
6,366
1,327
32
11,346
—
11,346
(304)
11,042
$
$
(65)
(133)
(198)
(6)
—
(2,953)
(4)
—
(3,161)
—
(3,161)
—
(3,161)
$
$
144,610
397
664
1,061
69,652
48,353
216,437
25,709
8,392
514,214
9,651
523,865
(6,673)
517,192
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 Company’s consolidated 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 six years with three potential one year extensions at the discretion of the funds’ general partners. As of December 31, 2019, there were $57.3 million in unfunded investment commitments to the private credit funds, which
are callable at any time.
December 31, 2018
Short-term investments
Fixed maturities:
U.S. governmental securities
Corporate debt securities
Total fixed maturities
Mutual funds—debt securities
Mutual funds—equity securities
Other investment funds(1)
Equity securities
Other invested assets
Total investments
West Virginia Trust Receivable
Total
Fair Value
Hierarchy
Level
1
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
$
16,903
$
—
$
—
$
2
2
1
1
1
2
$
$
392
1,311
1,703
187,840
45,023
210,655
18,097
8,398
488,619
8,663
497,282
$
$
—
29
29
262
110
388
1,327
2
2,118
—
2,118
$
$
(147)
(328)
(475)
(2,645)
(18)
(7,784)
(213)
(17)
(11,152)
—
(11,152)
$
$
16,903
245
1,012
1,257
185,457
45,115
203,259
19,211
8,383
479,585
8,663
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 Company’s consolidated 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.
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The contractual maturities of debt securities as of December 31, 2019 and 2018 were as follows below (in thousands):
December 31, 2019
U.S. governmental securities
Corporate debt securities
Total fixed maturities
December 31, 2018
U.S. governmental securities
Corporate debt securities
Total fixed maturities
Temporary Declines in Fair Value
Less than
1 year
Less than
1 year
112
101
213
—
68
68
$
$
$
$
$
$
$
$
1 year
through
5 years
1 year
through
5 years
78
546
624
137
873
1,010
$
$
$
$
6 years
through
10 years
6 years
through
10 years
193
16
209
108
55
163
$
$
$
$
More than
10 years
More than
10 years
The Company 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 Company’s investments in debt and equity securities within the merchandise trusts as of December 31, 2019 and 2018 is presented below (in thousands):
December 31, 2019
Fixed maturities:
U.S. governmental securities
Corporate debt securities
Total fixed maturities
Mutual funds—debt securities
Mutual funds—equity securities
Other investment funds
Equity securities
Other invested assets
Total
December 31, 2018
Fixed maturities:
U.S. governmental securities
Corporate debt securities
Total fixed maturities
Mutual funds—debt securities
Mutual funds—equity securities
Other investment funds
Equity securities
Other invested assets
Total
Less than 12 months
12 months or more
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Total
Fair
Value
Unrealized
Losses
$
$
$
$
90
198
288
241
—
54,782
3
—
55,314
$
$
Less than 12 months
Fair
Value
Unrealized
Losses
—
103
103
46,005
131
169,929
—
—
216,168
$
$
1
29
30
6
—
2,953
4
—
2,993
—
2
2
2,011
18
7,784
—
4
9,819
$
$
$
$
397
424
821
—
—
—
—
—
821
$
$
12 months or more
Fair
Value
Unrealized
Losses
243
549
792
1,195
—
—
597
790
3,374
$
$
64
104
168
—
—
—
—
—
168
147
326
473
634
—
—
213
13
1,333
$
$
$
$
487
622
1,109
241
—
54,782
3
—
56,135
$
$
Total
Fair
Value
Unrealized
Losses
243
652
895
47,200
131
169,929
597
790
219,542
$
$
147
328
475
2,645
18
7,784
213
17
11,152
For all securities in an unrealized loss position, the Company 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
Company 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 Company assesses its merchandise trust assets for other-than-temporary declines in fair value on a quarterly basis. During the year ended December 31, 2019, the Company determined, based on its review, that there were 102 securities with an
72
13
—
13
—
16
16
65
133
198
6
—
2,953
4
—
3,161
Table of Contents
aggregate cost basis of approximately $178.2 million and an aggregate fair value of approximately $172.2 million, resulting in an impairment of $6.1 million, with such impairment considered to be other-than-temporary due to credit indicators. During the year ended
December 31, 2018, the Company 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 Company adjusted the cost basis of these assets to their current value and offset these changes against deferred merchandise trust revenue. These adjustments to deferred
revenue will be reflected within the Company’s consolidated statements of operations in future periods as the underlying merchandise is delivered or the underlying service is performed.
8.
PERPETUAL CARE TRUSTS
At December 31, 2019 and 2018 the Company’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. All of the 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 18 Fair Value of Financial Instruments. There were no Level 3
assets in the Company’s perpetual care trusts. The perpetual care trusts are VIEs for which the Company is the primary beneficiary.
A reconciliation of the Company’s perpetual care trust activities for the year ended December 31, 2019 and 2018 is presented below (in thousands):
Balance—beginning of period
Contributions
Distributions
Interest and dividends
Capital gain distributions
Realized gains and losses, net
Other than temporary impairment
Taxes
Fees
Unrealized change in fair value
Total
Less: Assets held for sale
Balance—end of period
Year ended December 31,
2019
2018
$
$
330,562
7,575
(20,598)
20,201
2,112
3,121
(3,941)
(547)
(3,176)
10,780
346,089
(2,470)
343,619
$
$
339,928
13,162
(18,390)
22,198
808
473
(18,038)
(237)
(4,412)
(4,930)
330,562
—
330,562
During the year ended December 31, 2019 and 2018, purchases of available for sale securities were approximately $46.4 million and $59.4 million, respectively. During the year ended December 31, 2019 and 2018, sales, maturities and paydowns of available for sale
securities were approximately $29.0 million and $51.1 million, respectively. Cash flows from perpetual care trust related contracts are presented as operating cash flows in the Company’s consolidated statements of cash flows.
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Table of Contents
The cost and market value associated with the assets held in the perpetual care trusts as of December 31, 2019 and 2018 were as follows (in thousands):
December 31, 2019
Short-term investments
Fixed maturities:
U.S. governmental securities
Corporate debt securities
Total fixed maturities
Mutual funds—debt securities
Mutual funds—equity securities
Other investment funds(1)
Equity securities
Other invested assets
Total investments
Less: Assets held for sale
Total
Fair Value
Hierarchy
Level
1
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
$
50,358
$
—
$
—
$
2
2
1
1
1
2
$
$
1,069
2,020
3,089
49,963
16,698
186,355
30,423
16
336,902
(2,416)
334,486
$
$
32
22
54
1,439
1,617
10,526
1,333
—
14,969
(54)
14,915
$
$
(52)
(142)
(194)
(38)
(66)
(5,472)
(12)
—
(5,782)
—
(5,782)
$
$
50,358
1,049
1,900
2,949
51,364
18,249
191,409
31,744
16
346,089
(2,470)
343,619
(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 Company’s consolidated 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 December 31, 2019 there were $62.4 million in unfunded investment commitments to the private credit funds, which are
callable at any time.
December 31, 2018
Short-term investments
Fixed maturities:
U.S. governmental securities
Corporate debt securities
Total fixed maturities
Mutual funds—debt securities
Mutual funds—equity securities
Other investment funds(1)
Equity securities
Other invested assets
Total investments
Fair Value
Hierarchy
Level
1
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
$
12,835
$
—
$
—
$
2
2
1
1
1
2
$
960
4,883
5,843
108,451
19,660
165,284
20,025
56
332,154
$
4
161
165
227
304
3,039
826
20
4,581
$
(121)
(321)
(442)
(837)
(142)
(4,607)
(145)
—
(6,173)
$
12,835
843
4,723
5,566
107,841
19,822
163,716
20,706
76
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 Company’s consolidated 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 December 31, 2019 and December 31, 2018, were as follows below (in thousands):
December 31, 2019
U.S. governmental securities
Corporate debt securities
Total fixed maturities
Less than
1 year
1 year through
5 years
6 years through
10 years
More than
10 years
60
294
354
$
$
192
1,522
1,714
$
$
684
84
768
$
$
114
—
114
$
$
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December 31, 2018
U.S. governmental securities
Corporate debt securities
Total fixed maturities
Temporary Declines in Fair Value
Less than
1 year
1 year through
5 years
6 years through
10 years
More than
10 years
$
$
—
705
705
$
$
416
3,702
4,118
$
$
395
265
660
$
$
32
51
83
The Company 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 Company’s investments in debt and equity securities within the perpetual care trusts as of December 31, 2019 and 2018 is presented below (in thousands):
December 31, 2019
Fixed maturities:
U.S. governmental securities
Corporate debt securities
Total fixed maturities
Mutual funds—debt securities
Mutual funds—equity securities
Other investment funds
Equity securities
Total
December 31, 2018
Fixed maturities:
U.S. governmental securities
Corporate debt securities
Total fixed maturities
Mutual funds—debt securities
Mutual funds—equity securities
Other investment funds
Equity securities
Total
Less than 12 months
12 months or more
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Total
Fair
Value
Unrealized
Losses
$
$
$
$
291
463
754
2,856
566
53,426
121
57,723
$
$
Less than 12 months
Fair
Value
Unrealized
Losses
—
405
405
21,867
1,382
101,536
241
125,431
$
$
4
46
50
38
66
5,472
12
5,638
—
15
15
591
141
4,607
16
5,370
$
$
$
$
942
1,887
2,829
—
—
—
—
2,829
$
$
12 months or more
Fair
Value
Unrealized
Losses
790
2,902
3,692
2,814
—
—
583
7,089
$
$
48
96
144
—
—
—
—
144
121
306
427
246
1
—
129
803
$
$
$
$
1,233
2,350
3,583
2,856
566
53,426
121
60,552
$
$
Total
Fair
Value
Unrealized
Losses
790
3,307
4,097
24,681
1,382
101,536
824
132,520
$
$
52
142
194
38
66
5,472
12
5,782
121
321
442
837
142
4,607
145
6,173
For all securities in an unrealized loss position, the Company 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
Company 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 Company assesses its perpetual care trust assets for other-than-temporary declines in fair value on a quarterly basis. During the year ended December 31, 2019, the Company determined that there were 79 securities with an aggregate cost basis of approximately $85.7
million and an aggregate fair value of approximately $81.8 million, resulting in an impairment of $3.9 million, with such impairment considered to be other-than-temporary. During the year ended December 31, 2018, the Company 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 Company adjusted the
cost basis of these assets to their current value with the offset going against the liability for perpetual care trust corpus in its consolidated balance sheet.
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9.
GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired. Due to a decline in the market value of the Company and its 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 the only reporting unit to which
the Company allocated its goodwill, Cemetery Operations, exceeded its fair value, and the Company’s goodwill was fully impaired as of September 30, 2019. The Company recognized a $24.9 million impairment charge included in Loss on goodwill impairment in the
accompanying consolidated statement of operations for the year ended December 31, 2019. In 2018, the Company concluded goodwill was not impaired as part of its 2018 annual goodwill impairment testing.
The changes in the carrying amounts of goodwill by reportable segment were as follows (in thousands):
December 31, 2017
Activity
December 31, 2018
Impairment of goodwill
December 31, 2019
Intangible Assets
$
$
Cemetery
Operations
24,862
—
24,862
(24,862)
—
The Company has intangible assets with finite lives recognized in connection with acquisitions and long-term lease, management and operating agreements. The Company amortizes these intangible assets over their estimated useful lives.
The following table reflects the components of intangible assets at December 31, 2019 and 2018 (in thousands):
Lease and management agreements
Underlying contract value
Non-compete agreements
Other intangible assets
Total intangible assets
Gross
Carrying
Amount
December 31, 2019
Accumulated
Amortization
Net
Intangible
Assets
Gross
Carrying
Amount
December 31, 2018
Accumulated
Amortization
Net
Intangible
Assets
$
$
59,758
2,593
406
269
63,026
$
$
(5,561)
(681)
(341)
(197)
(6,780)
$
$
54,197
1,912
65
72
56,246
$
$
59,758
6,239
2,853
1,577
70,427
$
$
(4,565)
(1,482)
(2,603)
(356)
(9,006)
$
$
55,193
4,757
250
1,221
61,421
As a result of the adoption of ASU 2016-02 on January 1, 2019, the Company recorded a $1.1 million reclassification from Other intangible assets to Other assets for below market lease intangibles. On May 10, 2019, the Company terminated one of its management
agreements and therefore reduced the carrying amount of its underlying contract value intangible balance by $2.7 million. Amortization expense for intangible assets was $1.4 million and $1.8 million for the years ended December 31, 2019 and 2018, respectively.
The following is estimated amortization expense related to intangible assets with finite lives for the fiscal years noted below (in thousands):
2020
2021
2022
2023
2024
$
$
$
$
$
1,142
1,077
1,074
1,071
1,071
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10.
LONG-TERM DEBT
Total debt consisted of the following as of December 31, 2019 and 2018 (in thousands):
9.875%/11.500% Senior Secured PIK Toggle Notes, due June 2024
7.875% Senior Notes, due June 2021
Credit facility
Notes payable—acquisition debt
Insurance and vehicle financing
Less deferred financing costs, net of accumulated amortization
Total debt
Less current maturities
Total long-term debt
Senior Secured Notes
December 31, 2019
December 31, 2018
$
$
380,619
—
—
—
574
(12,856)
368,337
(374)
367,963
$
$
—
173,613
155,739
92
1,294
(9,692)
321,046
(798)
320,248
On June 27, 2019, StoneMor Partners L.P. (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc. (collectively with the Partnership, the “Issuers”), certain direct and indirect subsidiaries of the Partnership, 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 “Original Indenture”) with respect to the 9.875%/11.500% Senior
Secured PIK Toggle Notes due 2024.
On December 31, 2019, the Company, the subsidiary guarantors party thereto, the Issuers and the Trustee entered into the First Supplemental Indenture (the “First Supplemental Indenture”) and on January 30, 2020, the Company, LP Sub, the Issuers and the Trustee
entered into the Second Supplemental Indenture (the “Second Supplemental Indenture” and, collectively with the Original Indenture and the First Supplemental Indenture, the “Indenture”).
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. The Company has the right and expects to pay quarterly interest at a fixed rate of
7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind through 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 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 the Company and by each subsidiary of the
Company (other than the Issuers except as to each other’s obligations under the Senior Secured Notes) that the Company has caused or will cause to become a guarantor pursuant to the terms of the Indenture (collectively, the “Guarantors”). In addition, the Issuers, the
Guarantors and the Collateral Agent entered into a Collateral Agreement (as supplemented, 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 assets of the Issuers and the Guarantors (other than the Company), 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.
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Table of Contents
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 Securities and
Exchange Commission (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
June 30, 2020
September 30, 2020
December 31, 2020
March 31, 2021
June 30, 2021
September 30, 2021
December 31, 2021
March 31, 2022 and each quarter end thereafter
0.40x
0.75x
1.00x
1.15x
1.25x
1.30x
1.35x
1.45x
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 ending September 30, 2019 to be more than $20.0 million;
the average daily balance of Unrestricted Cash and unrestricted Permitted Investments of the Company 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 ending 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
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measurement period as of the last day of any fiscal quarter beginning with the fiscal quarter ending 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 of 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; and
failure by the Company 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 Company 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.
As of December 31, 2019, the Company was in compliance with the covenants of the Indenture.
On April 1, 2020, the Issuers and the Trustee entered into the Third Supplemental Indenture to the Indenture (the “Supplemental Indenture”), pursuant to which certain financial covenants and the premium payable upon voluntary redemption of the Senior Secured Notes in
the Indenture were amended. For further details, see Note 26 Subsequent Events of this Annual Report.
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 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 had failed to comply with their obligations under the Notes Registration Rights Agreement, additional interest would have accrued on the Notes at a rate of 0.25% per annum (increasing by an additional 0.25% per annum with respect to
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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 February 2019, the Company entered into the Eighth Amendment and Waiver to the original agreement for its revolving credit facility dated August 4, 2016 (the “Tranche B Revolving Credit Facility”). In connection with the Tranche B Revolving Credit Facility, the
Company incurred debt issuance costs and fees of approximately $3.1 million, which was being amortized over the life of the Tranche B Revolving Credit Facility, using the effective interest method. In connection with the issuance of the Senior Secured Notes, the
Company incurred debt issuance costs and fees of approximately $14.3 million during the year ended December 31, 2019, which have been deferred and are being amortized over the life of the Senior Secured Notes, using the effective interest method.
In connection with the retirement of all of its revolving credit facilities and its $175.0 million 7.875% senior notes due 2021, the Company wrote-off unamortized deferred financing fees of $6.9 million, during the year ended December 31, 2019, which is presented in Loss
on debt extinguishment in the accompanying consolidated statement of operations.
For the years ended December 31, 2019 and 2018, the Company recognized $7.3 million and $3.2 million of amortization of deferred financing fees on its various debt facilities.
11.
REDEEMABLE CONVERTIBLE PREFERRED UNITS AND OWNERS’ EQUITY
Redeemable Convertible Preferred Units
On June 27, 2019, the Partnership completed the Preferred Offering pursuant to which it sold an aggregate of 52,083,333 Preferred Units at a purchase price of $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.
Pursuant to the Series A Purchase Agreement, the Partnership filed a registration statement on Form S-1 with the SEC to effect the Rights Offering, which was completed on October 25, 2019 with 3,039,380 common units being 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.
On December 31, 2019, in connection with the consummation of the C-Corporation Conversion, all of the remaining outstanding Preferred Units were converted into common shares of the Company at a conversion rate of one share of common stock for each Preferred
Unit.
Capital Stock
Effective as of the C-Corporation Conversion, the Company is authorized to issue two classes of capital stock: common stock, $0.01 par value per share (“Common Stock”) and preferred stock, $0.01 par value per share (“Preferred Stock”). At December 31, 2019,
94,447,356 million shares of Common Stock were issued and outstanding and no shares of Preferred Stock were issued or outstanding. At December 31, 2019, there were 105,552,644 shares of Common Stock available for issuance, including 986,552 shares available for
issuance as stock-based incentive compensation under the 2019 Plan, and 10,000,000 shares of Preferred Stock available for issuance.
Holders of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the Company’s stockholders, will have the exclusive right to vote for the election of directors and do not have cumulative voting rights. In the event of any
liquidation, dissolution or winding-up of the Company’s affairs, the holders of the Company’s Common Stock will be entitled to share ratably in the Company’s assets that are remaining after payment or provision for payment of all of the Company’s debts and obligations
and after liquidation payments to and subject to any continuing participation by holders of outstanding shares of Preferred Stock, if any.
The Company’s Board of Directors (the “Board”) is authorized, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time one or more classes or series of Preferred Stock covering up to an aggregate of
10,000,000 shares of Preferred Stock. Each class or series of Preferred Stock will cover the number of shares and will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the Board, which may include, among others, dividend
rights, liquidation preferences, voting rights, conversion rights, preemptive rights and
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redemption rights. Except as provided by law or in a preferred stock designation, the holders of Preferred Stock will not be entitled to vote at or receive notice of any meeting of stockholders.
Subsequent Events
On April 1, 2020, the Issuers and the Trustee entered into the Supplemental Indenture, pursuant to which the Issuers agreed to cause the Company to use its best efforts to effectuate an offering to holders of Common Stock of transferable rights to purchase their pro rata
share of shares of Common Stock with an aggregate exercise price of at least $17 million at a price of $0.73 per share, as promptly as practicable with an expiration date no later than July 24, 2020 and to receive proceeds of not less than $8.2 million therefrom.
Concurrently, the Company entered into a letter agreement with Axar (the “Axar Commitment”), pursuant to which Axar agreed to purchase shares of the Company’s Series A Preferred Stock with an aggregate purchase price of $8.8 million on April 3, 2020. As
contemplated by the Axar Commitment, on April 3, 2020, the Company sold an aggregate of 176 shares of Series A Preferred Stock to the 2020 Purchasers for an aggregate purchase price of $8.8 million pursuant to the terms of a Series A Preferred Stock Purchase
Agreement (the “2020 Preferred Purchase Agreement”) by and among the Company and the purchasers party thereto. For further details, see Note 26 Subsequent Events of this Annual Report.
12.
INCOME TAXES
Prior to December 31, 2019, the Company was not subject to U.S. federal income tax and most state income taxes, as it was structured as a master limited partnership. The taxable income for the Company flowed through to the partners for the fiscal years prior to January
1, 2020 and could vary from the net income reported on the Company’s consolidated statements of operations for the year ended December 31, 2019 and 2018. Since the Company consummated the C-Corporation Conversion on December 31, 2019, the Company’s taxable
income for the year ended December 31, 2019 continued to flow through to the partners. Per ASC 740, the C-Corporation Conversion is considered a change in tax status, and therefore, the Company had to record deferred tax assets and liabilities attributable to differences
between the carrying amounts and tax basis of existing assets and liabilities on its consolidated balance sheets as of the consummation date of the C-Corporation Conversion. 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 of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date for the new tax rates. The
Company also recognized a valuation allowance against its deferred tax assets, as the Company deemed it more likely than not that some portion or all of the recorded deferred tax assets will not be realizable in future periods.
Additionally, prior to the C-corporation Conversion, corporate subsidiaries of the Partnership were historically subject to federal income tax and most state income taxes, and the Partnership was required to file separate federal income tax returns for many of its corporate
subsidiaries. Deferred tax assets of the individual corporate subsidiaries could not be offset against the deferred liabilities of other individual corporate subsidiaries. As a result of the C-Corporation Conversion, the Company will file a consolidated federal income tax return
for StoneMor Inc. for all fiscal periods post the consummation date of the C-Corporation Conversion. The Company recognized a $7.5 million tax benefit for the year ended December 31, 2019 related to the projected tax consequences of filing a consolidated federal
income tax return for StoneMor Inc. and its subsidiaries.
Income tax (expense) benefit for the years ended December 31, 2019 and 2018 consisted of the following (in thousands):
Current provision:
State
Federal
Foreign
Total
Deferred provision:
State
Federal
Foreign
Total
Total income tax (expense) benefit
Years Ended December 31,
2019
2018
$
$
(73)
—
(187)
(260)
(6,704)
(21,210)
(30)
(27,944)
(28,204)
$
$
(693)
—
(101)
(794)
(23)
2,725
(111)
2,591
1,797
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A reconciliation of the federal statutory tax rate to the Company’s effective tax rate is as follows:
Computed tax provision (benefit) at the applicable statutory tax rate
State and local taxes net of federal income tax benefit
Tax exempt (income) loss
Change in current year valuation allowance
Company's earnings not subject to tax
Changes in tax due to Tax Act and ASC 606 retroactive impact
Change in tax status
Permanent differences
Other
Effective tax rate
Years Ended December 31,
2019
2018
21.0%
(4.5)%
(1.2)%
(8.0)%
(0.2)%
—%
(27.2)%
(2.7)%
—%
(22.8)%
21.0%
(1.1)%
(1.5)%
(18.3)%
2.0%
0.5%
—%
(0.1)%
—%
2.5%
The effective tax rate increased as a result of the deferred tax liabilities the Company had to record in connection with the C-Corporation Conversion. The temporary differences related to these deferred tax liabilities will reverse over the lives of the various cemeteries,
which range from an average 100 to 300 years.
Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):
Deferred tax assets:
Prepaid expenses
State net operating loss
Federal net operating loss
Foreign net operating loss
Other
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Property, plant and equipment
Deferred revenue related to future revenues and accounts receivable
Deferred revenue related to cemetery property
Total deferred tax liabilities
Net deferred tax liabilities
Net deferred tax assets and liabilities were classified on the consolidated balance sheets as follows (in thousands):
Deferred tax assets
Noncurrent assets
Deferred tax assets
Deferred tax liabilities
Noncurrent liabilities
Net deferred tax liabilities
2019
2018
December 31,
13,010
26,121
88,818
8,656
55
(103,336)
33,324
28,399
33,582
5,875
67,856
34,532
$
$
2019
2018
December 31,
81
81
33,243
67,856
34,613
34,532
$
$
5,102
24,162
84,017
2,106
55
(89,066)
26,376
2,119
25,021
5,825
32,965
6,589
86
86
26,290
32,965
6,675
6,589
$
$
$
$
At December 31, 2019, the Company had available approximately $0.1 million of alternative minimum tax credit carryforwards and approximately $423.0 million and $542.0 million of federal and state net operating loss (“NOL”) 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 Company’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. Along with other previous transfers of the Company’s interests, the Company believes the Recapitalization
Transactions in June 2019 caused an “ownership change” for income tax purposes, which significantly limits the Company’s ability to use NOLs and certain other tax assets to offset future taxable income. The valuation allowance increased in 2019 due to management’s
evaluation of the future limitation on the Company’s ability to
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offset future deferred tax liabilities with net operating loss carryovers and certain other deferred tax assets. 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, 2019, 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 Company 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 Company 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 Company 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 Company’s policy to recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense in the consolidated statements of operations. At December 31, 2019 and 2018, the Company had no material uncertain tax positions.
The Company is not currently under tax examination by any federal jurisdictions or state income tax jurisdictions. In general, the federal statute of limitations and certain state statutes of limitations are open from 2016 forward. For entities with net operating loss
carryovers the statute of limitations is extended to 2013 to the extent of the net operating loss carryover.
13.
DEFERRED REVENUES AND COSTS
The Company 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 Company recognizes deferred merchandise and service revenues as customer
contract liabilities within long-term liabilities on its consolidated balance sheets. The Company 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 Company 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 Company has elected the practical expedient of not recognizing incremental costs to obtain a contract as
incurred, as the associated amortization period is typically one year or less.
Deferred revenues and related costs consisted of the following (in thousands):
Deferred contract revenues
Deferred merchandise trust revenue
Deferred merchandise trust unrealized gains (losses)
Deferred revenues
Deferred selling and obtaining costs
December 31, 2019
December 31, 2018
$
$
$
837,190
104,304
7,881
949,375
114,944
$
$
$
For the years ended December 31, 2019 and 2018, the Company recognized $64.1 million and $58.7 million, respectively, of the customer contract liabilities balance that existed at December 31, 2018 and 2017, respectively, as revenue.
The components of the customer contract liabilities, net in the Company’s consolidated balance sheets at December 31, 2019 and December 31, 2018 were as follows (in thousands):
Customer contract liabilities, gross
Amounts due from customers for unfulfilled performance obligations on cancellable pre-need contracts
Customer contract liabilities, net
December 31, 2019
December 31, 2018
$
$
974,927
(25,552)
949,375
$
$
835,922
92,718
(9,034)
919,606
113,644
943,028
(23,422)
919,606
The Company expects to service approximately 55% of its deferred revenue that existed at December 31, 2019 and 2018 in the first 4-5 years and approximately 80% of its deferred revenue that existed at December 31, 2019 and 2018 within 18 years. The Company 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.
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14.
LONG-TERM INCENTIVE PLAN
The Board previously adopted the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the “2014 Plan”). Effective August 22, 2018, the Board amended and restated the 2014 Plan (the “2018 Plan”). On March 27, 2019, the Board amended and restated the 2018 Plan
(the “2019 Plan”) to (i) increase the number of common units of the Company reserved for issuance under the 2019 Plan and (ii) make certain other clarifying changes and updates to the 2019 Plan. The 2019 Plan permitted the grant of awards covering a total of 4,000,000
common units of the Company. A “unit” under the 2019 Plan was defined as a common unit of the Company and such other securities as may be substituted or resubstituted for common units of the Company, including but not limited to shares of the Company’s common
stock.
On December 18, 2019, the Board approved the first amendment to the 2019 Plan, which permits the grant of awards covering a total of 8,500,000 common units of the Company. On December 31, 2019, the Board approved the assumption of the 2019 Plan and all
outstanding awards thereunder by the Company in connection with the C-Corporation Conversion. The 2019 Plan is intended to promote the interests of the Company by providing to employees, consultants and directors of the Company incentive compensation awards to
encourage superior performance and enhance the Company’s ability to attract and retain the services of individuals who are essential for its growth and profitability and to encourage them to devote their best efforts to advancing the Company’s business.
Phantom unit and restricted unit awards
On April 15, 2019, the Compensation, Nominating and Governance Committee (the “Compensation Committee”) 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 Company’s senior management.
The TVUs had a vesting period equal to three equal annual installments on each April 3 (or first business day thereafter) commencing on April 3, 2020. The PVUs vested based on the extent, if any, to which the Compensation Committee determines that the performance
conditions established by the Compensation 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 Company pursuant to his employment agreement that were scheduled to 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 2019 Plan. The Change of Control accelerated the vesting of certain awards, including all those granted on April 15, 2019, 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 to be issued. The Company recognized $2.2 million in stock-
based compensation expense related to this accelerated vesting. These units were delivered in the third quarter of 2019.
In addition, an aggregate of 238,554 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.
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A rollforward of phantom unit and restricted unit awards as of December 31, 2019 is as follows:
Total non-vested at December 31, 2018
Units issued
Units vested
Units forfeited
Total non-vested at December 31, 2019
Number of Phantom Unit and Restricted Unit Awards
Weighted Average Grant Date Fair Value
1,029,638
1,381,572
(1,819,131)
(32,861)
559,218
$
$
7.49
2.86
5.16
6.68
3.67
For the years ended December 31, 2019 and 2018, the Company recognized $3.6 million and $2.4 million, respectively, of non-cash stock compensation expense related to phantom unit and restricted unit awards into earnings. As of December 31, 2019, total unamortized
compensation cost related to unvested restricted stock awards was $0.5 million, which the Company expects to recognize over the remaining weighted-average period of 2.75 years.
Non-qualified stock options
On December 18, 2019, the Compensation Committee approved the granting of unit options to employees of the Company, including certain members of senior management to purchase an aggregate of 5.5 million common units at an exercise price of $1.20 per unit. The
option awards vest in three equal annual installments on each December 18 (or first business day thereafter) commencing on December 18, 2020, provided that the recipient remains employed by the Company. The Company measured the option awards at their grant-date
fair value utilizing the Black-Scholes model and will recognize stock compensation expense on a straight-line basis over the weighted-average service period, which is expected to be three years. The option awards expire no later than 10 years from the date of grant.
A rollforward of stock options as of December 31, 2019 is as follows:
Total outstanding at December 31, 2018
Options granted
Options exercisable
Options exercised
Options forfeited
Options expired
Total outstanding at December 31, 2019
Number of Stock Options
Weighted Average Grant Date Fair Value
Weighted Average Exercise Price
—
5,500,000
—
—
—
—
5,500,000
$
$
—
0.34
—
—
—
—
0.34
$
$
—
1.20
—
—
—
—
1.20
For the years ended December 31, 2019 and 2018, non-cash stock compensation expense related to stock options was not material. As of December 31, 2019, total unrecognized compensation cost related to unvested stock options was $1.9 million, which the Company
expects to recognize over the remaining weighted-average period of 3 years.
Assumptions used in calculating the fair value of the stock options granted during the year are summarized below:
Valuation assumptions:
Expected dividend yield
Expected volatility
Expected term (years)
Risk-free interest rate
Weighted average:
Exercise price per stock option
Market price per share
Weighted average fair value per stock option
$
$
$
85
2019
None
23.41%
6.0
1.78%
1.20
1.23
0.34
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15.
COMMITMENTS AND CONTINGENCIES
Legal
The Partnership remains subject to state law derivative claims that certain of the Partnership’s officers and directors breached their fiduciary duty to the Partnership and its unitholders. The Company 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 we do not prevail in any such proceedings, we 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 the Company, the amount of the potential losses cannot be reasonably estimated at this time. These actions are summarized below.
•
•
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, 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, which has now been dismissed. In November 2019, the court issued a dormant case notice under which the plaintiffs were required to
file a statement of intent to proceed by January 21, 2020. The plaintiffs have not filed any such notice, and we anticipate that the court will dismiss this case for failure to proceed in the near future.
The Partnership had also been subject to consolidated class actions in the United States District Court for the Eastern District of Philadelphia alleging various violations under the Exchange Act. Anderson v. StoneMor Partners, LP, et al., No. 2:16-cv-6111, filed on
November 21, 2016, and consolidated with Klein v. StoneMor Partners, LP, et al., No. 2:16-cv-6275, filed on December 2, 2016. On October 31, 2017, the court granted defendants’ motion to dismiss the complaint and entered judgment dismissing the case on November
30, 2017. On June 20, 2019, the United States Court of Appeals for the Third Circuit affirmed the dismissal of the case and the plaintiffs did not seek discretionary review of that decision before the United States Supreme Court, thereby terminating the case.
On December 11, 2019, the Company entered into a settlement with the SEC with respect to alleged violations of the reporting, books and records, internal accounting controls and related provisions of the federal securities laws that occurred prior to 2017 under the
Company’s former management team (the “Settlement”). Pursuant to the terms of the Settlement, which resolved the matters that were the subject of the previously reported investigation by the SEC’s Enforcement Division, and without admitting or denying the findings in
the Settlement: (i) the Company and GP Holdings consented to a cease and desist order with respect to violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and the regulations promulgated thereunder, and (ii) GP Holdings agreed to pay a civil
penalty of $250,000, which was paid with the proceeds of an intercompany loan.
The Company 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
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cash flows. The Company 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 Company against all
contingencies, Management believes that the insurance protection is reasonable in view of the nature and scope of the Company’s 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)
Lease Years 6-20 (June 1, 2019-May 31, 2034)
Lease Years 21-25 (June 1, 2034-May 31, 2039)
Lease Years 26-35 (June 1, 2039-May 31, 2049)
Lease Years 36-60 (June 1, 2049-May 31, 2074)
None
$1,000,000 per Lease Year
$1,200,000 per Lease Year
$1,500,000 per Lease Year
None
The fixed rent for lease years six through 11, an aggregate of $6.0 million, is deferred. If prior to May 31, 2025, the Archdiocese terminates the agreements in accordance with their terms during lease year 11 or the Company terminates the agreements as a result of a
default by the Archdiocese, the Company 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, 2025.
16.
EXIT AND DISPOSAL ACTIVITIES
On January 31, 2019, the Company announced a profit improvement initiative as part of its ongoing organizational review. This profit improvement initiative was intended to further integrate, streamline and optimize the Company’s operations. As part of this profit
improvement initiative, during 2019 the Company undertook certain cost reduction initiatives, which included a reduction of approximately 200 positions of its workforce within its field operations and corporate functions in its headquarters located in Trevose,
Pennsylvania. The Company recognized severance expense of $1.5 million for this reduction in workforce, which is included in Cemetery expense, Funeral home services expense and Corporate overhead in the accompanying consolidated statement of operations for the
year ended December 31, 2019. The following table summarizes the activity in the severance liability recognized for this reduction in workforce in the accompanying consolidated balance sheet as of December 31, 2019, by reportable segment (in thousands):
Balance at January 1, 2019
Accruals
Cash payments
Balance at December 31, 2019
Cemetery Operations
Funeral Home Operations
Corporate
Consolidated
$
$
—
935
(849)
86
$
$
—
25
(25)
—
$
$
—
583
(519)
64
$
$
—
1,543
(1,393)
150
The Company expects to settle the remaining severance liability for this reduction in workforce during the first quarter of 2020, and it does not expect to incur any additional charges related to this reduction in workforce.
17.
LEASES
The Company leases a variety of assets throughout its organization, such as office space, funeral homes, warehouses and equipment. In addition the Company 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 Company’s consolidated balance sheets, and the Company 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 Company 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 Company 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 Company’s sole discretion, and the Company is
only including the renewal option in the lease term when the Company can be reasonably certain that it will exercise the renewal options. The Company does have residual value guarantees on the finance leases for its vehicles, but no residual guarantees on any of its
operating leases.
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Certain of the Company’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 Company has the following balances recorded on its consolidated balance sheet as of December 31, 2019 related to leases (in thousands):
Assets:
Operating
Finance
Total ROU assets(1)
Liabilities:
Current
Operating
Finance
Long-term
Operating
Finance
Total lease liabilities(2)
December 31, 2019
10,570
5,685
16,255
2,022
1,200
11,495
4,302
19,019
$
$
$
$
(1)
(2)
The Company’s ROU operating assets and finance assets are presented within Other assets and Property and equipment, net of accumulated depreciation, respectively in its consolidated balance sheet.
The Company’s current and long-term lease liabilities are presented within Accounts payable and accrued liabilities and Other long-term liabilities, respectively, in its consolidated balance sheet.
As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, based on the information available at commencement date, in determining the present value of lease payments. The Company 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 8.5%, respectively as of December 31, 2019.
The components of lease expense were as follows (in thousands):
Lease cost
Operating lease costs(1)
Finance lease costs
Amortization of leased assets
Interest on lease liabilities
Short-term lease costs(2)
Net Lease costs
Classification
General and administrative expense
Depreciation and Amortization
Interest expense
General and administrative expense
(1)
(2)
The Company includes its variable lease costs under operating lease costs as these variable lease costs are immaterial.
The Company does not have any short-term leases with lease terms greater than one month.
Maturities of the Company’s lease labilities as of December 31, 2019, per ASC 842, Leases, were as follows (in thousands):
Year ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total
Less: Interest
Present value of lease liabilities
88
Year ended December 31, 2019
$
$
Operating
Finance
$
$
$
3,283
2,783
2,455
2,190
2,046
6,348
19,105
(5,588)
13,517
$
$
$
3,628
1,282
495
—
5,405
1,759
1,838
2,026
708
106
—
6,437
(935)
5,502
Table of Contents
Minimum lease commitments remaining under the Company’s operating leases and capital leases, per ASC 840, Leases, as of December 31, 2018 were as follows (in thousands):
Year ending December 31,
2019
2020
2021
2022
2023
Thereafter
Total
Less: Interest
Present value of lease liabilities
Operating
Capital
$
$
4,349
2,765
2,130
1,539
1,184
5,737
17,704
$
$
$
1,499
1,196
949
558
89
—
4,291
(875)
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 the Company’s operating
and finance leases was 7.1 years and 2.8 years, respectively, as of December 31, 2019.
As of December 31, 2019, the Company had one additional operating lease that has not yet commenced, which was valued at $0.1 million, but did not have any lease transactions with its related parties. In addition, as of December 31, 2019, the Company had not entered
into any new sale-leaseback arrangements.
18.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Management has established a hierarchy to classify the inputs used to measure the Company’s financial instruments at fair value, pursuant to which the Company 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 Company’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 Company’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 December 31, 2019 and 2018, the two financial instruments measured by the Company 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. For further details, see Note 7 Merchandise Trusts and Note 8 Perpetual Care Trusts of this Annual Report.
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.
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Table of Contents
Non-Recurring Fair Value Measurement
The Company 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. As of December 31, 2019, the Company adjusted the fair value of two of its funeral homes sold in 2019 to mark them down to the selling prices which were lower than the carrying value of the funeral homes on the Company’s consolidated balance
sheets The resulting impairment charges were recorded in Other losses, net in the accompanying consolidated statement of operations during the year ended December 31, 2019. As the Company’s determination of the fair value of these assets were based on the quoted
prices the Company received from the sellers, these assets held for sale were classified as Level 1 in the fair value hierarchy.
Other Financial Instruments
The Company’s other financial instruments at December 31, 2019 consisted of its Senior Secured Notes (see Note 10 Long-Term Debt of this Annual Report) and at December 31, 2018 consisted of its Senior Notes and outstanding borrowings under its revolving credit
facility. Both these financial instruments are classified as Level 1 in the fair value hierarchy, as their fair value measurements are based on quoted market prices, obtained from Bloomberg, specific to the Company’s outstanding borrowings.
•
•
At December 31, 2019, the estimated fair value of the Company’s Senior Secured Notes was $383.2 million, based on trades made on that date, compared with the carrying amount of $392.8 million.
At December 31, 2018, the estimated fair value of the Company’s Senior Notes was $162.5 million, based on trades made on that date, compared with the carrying amount of $173.6 million.
Credit and Market Risk
The Company’s financial instruments exposed to concentrations of credit risk consist primarily of its cash and cash equivalents, trade receivables, merchandise trusts and perpetual care trusts.
The Company’s cash balances on deposit with financial institutions totaled $34.9 million and $18.1 million as of December 31, 2019 and 2018, respectively, which exceeded Federal Deposit Insurance Corporation insured limits. The Company regularly monitors these
institutions’ financial condition.
As of December 31, 2019 and 2018, the majority of the Company’s trade receivables were long-term trade account receivables, which typically consisted of interest-bearing installment contracts not to exceed 60 months. Significant customers are those that individually
account for greater than 10% of the Company’s consolidated revenue or total accounts receivable. Due to the inherent nature of the Company’s business and consumer make-up, there were no customers whose trade receivables with the Company represented more than
10% of the Company’s total accounts receivable as of December 31, 2019 and 2018. The Company mitigates the credit risk associated with its long-term trade account receivables by performing credit evaluations and monitoring the payment patterns of its customers.
Management continually evaluates customer receivables for impairment based on historical experience, including the age of the receivables and the customers’ payment pattern. The Company has a process in place to collect all receivables within 30 to 60 days of aging. As
of December 31, 2019 and 2018, the Company had $5.9 million and $4.9 million, respectively, in allowance for doubtful accounts, based on historical cancellation rate trends. The Company wrote off $6.6 million and $9.3 million in bad debts during the years ended
December 31, 2019 and 2018.
The Company’s merchandise and perpetual care trusts are invested in assets, such as individual equity securities and closed and open-ended mutual funds, with the primary objective of maximizing income and distributable cash flow for trust distributions, while
maintaining an acceptable level of risk. Certain asset classes in which the Company invests for the purpose of maximizing yield are subject to an increased market risk. This increased market risk creates volatility in the unrealized gains and losses of the trust assets from
period to period. For further details of the market risk to which the Company’s merchandise and perpetual care trusts are subjected, see Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
The Company purchases comprehensive general liability, professional liability, automobile liability and workers’ compensation insurance coverages structured with high deductibles. While these high-deductible insurance programs mean the Company is primarily self-
insured for claims and associated costs and losses covered by these policies, it is possible that insurers could seek to avoid or be financially unable to meet their obligations under, or a court may decline to enforce such provisions of, the Company’s insurance programs.
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Table of Contents
19.
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
The Company’s Senior Secured Notes are guaranteed by the Company’s 100% owned subsidiaries, other than the co-issuers, (except as to each other’s obligations thereunder), as described in Note 10 Long-Term Debt. The guarantees are full, unconditional, joint and
several. The Partnership and Cornerstone Family Services of West Virginia Subsidiary Inc. (“CFS West Virginia”) are the co-issuers of the Senior Secured Notes. As of December 31, 2019, StoneMor Inc. is also a guarantor of the Senior Secured Notes.
In accordance with the disclosures made in Note 1 General, Basis of Presentation and Principles of Consolidation of this Annual Report, StoneMor Inc. is the “Parent” for the consolidated financial statements presented as of and for the year ended December 31, 2019,
while the Partnership is the “Parent” for the consolidated financial statements presented as of and for the year ended December 31, 2018. The Company’s consolidated financial statements as of December 31, 2019 and 2018 and for the years ended December 31, 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 Company. The Company’s
consolidated financial statements also contain merchandise and perpetual care trusts that are also non-guarantor subsidiaries for the purposes of this note.
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Table of Contents
The financial information presented below reflects the Company’s standalone accounts, the combined accounts of the co-issuers, the combined accounts of the guarantor subsidiaries, the combined accounts of the non-guarantor subsidiaries, the consolidating adjustments
and eliminations and the Company’s consolidated accounts as of December 31, 2019 and 2018 and for the years ended December 31, 2019 and 2018. For the purpose of the following financial information, the Company’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, 2019
Assets
Current assets:
Cash and cash equivalents, excluding restricted cash
Restricted cash
Assets held for sale
Other current assets
Total current assets
Long-term accounts receivable
Cemetery and funeral home property and
equipment
Merchandise trusts
Perpetual care trusts
Deferred selling and obtaining costs
Intangible assets
Other assets
Investments in and amounts due from affiliates
eliminated upon consolidation
Total assets
Liabilities and Owners' Equity
Current liabilities
Long-term debt, net of deferred financing costs
Deferred revenues
Perpetual care trust corpus
Other long-term liabilities
Investments in and amounts due to affiliates
eliminated upon consolidation
Total liabilities
Owners' equity
Total liabilities and owners' equity
$
$
$
Parent
Partnership
CFS West Virginia
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
—
—
—
—
—
—
—
—
—
—
—
—
$
—
—
—
3,497
3,497
2,557
609
—
—
5,654
—
—
$
33,553
21,900
23,858
62,686
141,997
63,124
391,626
—
—
91,243
136
26,907
1,314
—
—
11,531
12,845
9,868
31,770
517,192
343,619
18,047
56,110
2,567
$
—
34,867
21,900
23,858
77,714
158,339
75,549
424,005
517,192
343,619
114,944
56,246
29,474
$
301,531
301,531
$
—
12,317
$
648,359
1,363,392
$
—
992,018
$
(949,890)
(949,890)
$
—
1,719,368
161
66,239
33,349
—
—
74,674
193
802,528
—
68,227
1,466
—
113,498
343,619
16,373
183,611
283,360
(271,043)
12,317
$
367,770
1,313,392
50,000
1,363,392
$
567,666
1,042,622
(50,604)
992,018
$
(1,324,027)
(1,324,027)
374,137
(949,890)
$
$
76,301
367,963
949,375
343,619
84,600
—
1,821,858
(102,490)
1,719,368
—
301,531
—
—
—
102,490
404,021
(102,490)
301,531
92
102,490
102,490
(102,490)
—
$
Table of Contents
CONDENSED CONSOLIDATING BALANCE SHEET (continued)
December 31, 2018
Assets
Current assets:
Cash and cash equivalents, excluding restricted cash
Assets held for sale
Other current assets
Total current assets
Long-term accounts receivable
Cemetery and funeral home property and
equipment
Merchandise trusts
Perpetual care trusts
Deferred selling and obtaining costs
Goodwill and intangible assets
Other assets
Investments in and amounts due from affiliates
eliminated upon consolidation
Total assets
Liabilities, Redeemable Convertible Preferred Units and Partners’ Capital (Deficit)
Current liabilities
Long-term debt, net of deferred financing costs
Deferred revenues
Perpetual care trust corpus
Other long-term liabilities
Due to affiliates
Total liabilities
Redeemable convertible preferred units
Partners’ capital (deficit)
Total liabilities, redeemable convertible preferred units and partners’ capital (deficit)
Parent
Subsidiary
Issuer
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
$
$
$
$
$
—
—
—
—
—
—
—
—
—
—
—
57,835
57,835
—
68,453
—
—
—
—
68,453
—
(10,618)
57,835
$
$
$
93
$
—
—
3,718
3,718
3,118
806
—
—
5,511
—
—
(4,626)
8,527
184
105,160
32,147
—
—
—
137,491
—
(128,964)
8,527
$
$
$
$
16,298
757
64,167
81,222
71,708
409,497
—
—
89,689
25,676
19,401
539,997
1,237,190
60,216
146,635
775,657
—
33,553
173,613
1,189,674
—
47,516
1,237,190
$
$
$
1,849
—
11,527
13,376
12,322
33,550
488,248
330,562
18,444
60,607
2,926
—
960,035
1,400
—
111,802
330,562
15,230
543,543
1,002,537
—
(42,502)
960,035
$
$
$
$
$
—
—
—
—
—
—
—
—
—
—
—
(593,206)
(593,206)
—
—
—
—
—
(717,156)
(717,156)
—
123,950
(593,206)
$
$
$
18,147
757
79,412
98,316
87,148
443,853
488,248
330,562
113,644
86,283
22,327
—
1,670,381
61,800
320,248
919,606
330,562
48,783
—
1,680,999
—
(10,618)
1,670,381
Table of Contents
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Year Ended December 31, 2019
Total revenues
Total costs and expenses
Other losses, net
Net loss from equity investment in
subsidiaries
Interest expense
Loss on debt extinguishment
Income (loss) from operations
before income taxes
Income tax expense
Net income (loss)
Year Ended December 31, 2018
Total revenues
Total costs and expenses
Other loss
Net loss from equity investment in
subsidiaries
Interest expense
Income (loss) from continuing operations
before income taxes
Income tax benefit
Net income (loss)
Parent
Partnership
CFS West Virginia
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
$
$
$
—
—
—
(151,942)
—
—
(151,942)
—
(151,942)
$
Parent
$
$
$
—
—
—
(125,840)
(25,164)
(938)
(151,942)
—
(151,942)
$
$
5,041
(15,181)
(46)
$
242,339
(285,292)
(5,761)
(120,653)
(10,505)
(1,441)
(142,785)
—
(142,785)
$
—
(11,726)
(6,099)
(66,539)
(28,204)
(94,743)
$
$
49,068
(54,610)
(2,299)
—
(1,124)
—
(8,965)
—
(8,965)
$
$
(6,926)
6,926
—
398,435
—
—
398,435
—
398,435
$
289,522
(348,157)
(8,106)
—
(48,519)
(8,478)
(123,738)
(28,204)
(151,942)
Subsidiary
Issuer
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
$
—
—
—
(63,084)
(5,434)
(68,518)
—
(68,518)
$
94
6,382
(13,666)
(445)
(54,573)
(8,348)
(70,650)
—
(70,650)
$
$
$
266,550
(285,578)
(9,510)
—
(15,787)
(44,325)
1,797
(42,528)
$
$
52,271
(58,349)
(1,549)
—
(1,033)
(8,660)
—
(8,660)
$
$
(9,077)
9,077
—
117,657
—
117,657
—
117,657
$
316,126
(348,516)
(11,504)
—
(30,602)
(74,496)
1,797
(72,699)
Table of Contents
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended December 31, 2019
Net cash provided by operating activities
Cash Flows From Investing Activities:
Cash paid for acquisitions and capital
expenditures, net of proceeds from
divestitures and asset sales
Payments to affiliates
Net cash used in investing activities
Cash Flows From Financing Activities:
Payments from affiliates
Proceeds from issuance of redeemable convertible preferred units, net
Net borrowings and repayments of debt
Other financing activities
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents and restricted cash
Cash and cash equivalents and restricted cash—
Beginning of period
Cash and cash equivalents and restricted cash—
End of period
Year Ended December 31, 2018
Net cash provided by operating activities
Cash Flows From Investing Activities:
Cash paid for acquisitions and capital
expenditures, net of proceeds from
divestitures and asset sales
Net cash used in investing activities
Cash Flows From Financing Activities:
Cash distributions
Payments to affiliates
Proceeds from issuance of redeemable convertible preferred units, net
Net borrowings and repayments of debt
Other financing activities
Net cash used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents—Beginning of
period
Cash and cash equivalents—End of period
20.
SIGNIFICANT RISKS AND CONCENTRATIONS
Parent
Partnership
$
—
$
—
$
CFS West Virginia
280
$
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
(1,662)
$
(935)
$
(35,669)
$
(37,986)
—
—
—
—
—
—
—
—
—
—
—
(390,238)
(390,238)
—
57,500
332,738
—
390,238
—
—
(232)
(73,087)
(73,319)
—
—
73,039
—
73,039
—
—
(644)
—
(644)
427,656
—
(367,746)
(18,449)
41,461
39,155
16,298
713
—
713
—
—
(313)
—
(313)
(535)
—
463,325
463,325
(427,656)
—
—
—
(427,656)
—
1,849
—
(163)
—
(163)
—
57,500
37,718
(18,449)
76,769
38,620
18,147
$
—
$
—
$
—
$
55,453
$
1,314
$
—
$
56,767
Parent
Subsidiary
Issuer
Guarantor
Subsidiaries
Non-
Guarantor
Subsidiaries
Eliminations
Consolidated
$
—
$
370
$
39,942
$
(73)
$
(13,782)
$
26,457
—
—
—
—
—
—
—
—
—
—
—
$
(370)
(370)
—
—
—
—
—
—
—
—
—
$
(11,510)
(11,510)
—
(13,782)
—
1,387
(3,955)
(16,350)
12,082
(683)
(683)
—
—
—
—
—
—
(756)
—
—
—
13,782
—
—
—
13,782
—
$
4,216
16,298
$
2,605
1,849
$
—
—
$
(12,563)
(12,563)
—
—
—
1,387
(3,955)
(2,568)
11,326
6,821
18,147
The Company operates in two reportable segments: Cemetery Operations and Funeral Home Operations, with significant concentration in the Cemetery Operations segment. During the years ended December 31, 2019 and 2018, revenues from the Company’s Cemetery
Operations represented 82% and 83% of the Company’s consolidated revenue, respectively. During the years ended December 31, 2019 and 2018, sales from the Company’s Cemetery Operations contributed 68% of the Company’s consolidated segment profit.
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Although the death care business is relatively stable and predictable, the Company’s results of operations may be subject to seasonal fluctuations in deaths due to weather conditions and illness. Generally, more deaths occur during the winter months, primarily resulting
from pneumonia and influenza. In addition, the Company generally performs fewer initial openings and closings in the winter, as the ground is frozen in many of the areas in which the Company operates. The Company may also experience declines in contracts written
during the winter months due to inclement weather, which makes it more difficult for the Company’s sales staff to meet with customers.
For the year ended December 31, 2019, revenue from one location represented more than 10% of the Company’s consolidated revenue and revenue from five locations collectively represented approximately 49% of the Company’s consolidated revenue. For the year
ended December 31, 2018, revenue from one location represented more than 10% of the Company’s consolidated revenue and revenue from six locations collectively represented approximately 52% of the Company’s consolidated revenue.
21.
RELATED PARTIES
On February 4, 2019, the Partnership entered into the Eighth Amendment and Wavier to Credit Agreement with, among other parties, certain funds affiliated with Axar Capital Management, LP (collectively, the “Axar Lenders”) pursuant to which, among other things, the
Axar Lenders agreed to provide an up to $35.0 million bridge financing in the form of a Tranche B Revolving Credit Facility (the “Tranche B Facility”). Borrowings under the financing arrangement including the Tranche B Facility were collateralized by a perfected first
priority security interest in substantially all assets of the Partnership and the other borrowers thereunder held for the benefit of the existing Tranche A Revolving Lenders and bore interest at a fixed rate of 8.0%. Borrowings under the Tranche B Facility on original date
thereof were subject to an original issue discount in the amount of $0.7 million, which was recorded as original issue discount, and the Partnership paid 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 the date of the transaction, funds and/or managed accounts for which Axar Capital Management, LP served as investment manager (collectively, the “Axar Vehicles”) beneficially owned
approximately 19.5% of the Partnership’s outstanding common units. The highest outstanding principal amount under the Tranche B Facility during 2019 was $35.0 million, all of which was repaid (together with interest, including the original issue discount), in the
amount of $2.2 million, in connection with the Recapitalization Transactions.
On June 27, 2019, the Axar Vehicles, David Miller and certain other investors (individually a “Purchaser” and collectively the “Purchasers”) and the Company 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”) at a purchase price of $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. The Axar Vehicles purchased an aggregate of 39,764,492 Preferred Units for an aggregate purchase price of $43.9 million and David Miller
purchased an aggregate of 996,377 Preferred Units for an aggregate purchase price of $1.1 million. Immediately prior to consummation of the Preferred Offering, Andrew M. Axelrod, the sole member of Axar GP, LLC, the general partner of Axar Capital Management,
LP, and Mr. Miller were appointed directors of the Partnership’s general partner.
On June 27, 2019, the Partnership also consummated a private placement of $385.0 million of 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024 to certain financial institutions (collectively with the Preferred Offering, the “Recapitalization Transactions”)
pursuant to the terms of an indenture dated June 27, 2019 by and among the Company, Cornerstone Family Services of West Virginia Subsidiary, Inc. (collectively with the Company, the “Issuers”), certain direct and indirect subsidiaries of the Company (as guarantors), the
initial purchasers party thereto and Wilmington Trust, National Association, as trustee. A portion of the net proceeds of the Recapitalization Transactions were used to repay the outstanding principal balance of and accrued and unpaid interest on the Tranche B Facility with
the Axar Lenders.
On October 25, 2019, the Partnership completed the Rights Offering. In accordance with the terms of the Preferred Units as set forth in the Partnership’s Third Amended and Restated Agreement of Limited Partnership dated as of June 27, 2019, the gross proceeds from the
Rights Offering were used to redeem an aggregate of 3,039,380 Preferred Units at a redemption price of $1.20 per Preferred Unit, including (i) 1,921,315 Preferred Units redeemed from the Axar Vehicles for an aggregate redemption price of $2,305,578 and (ii) 90,432
Preferred Units redeemed from the David Miller for an aggregate redemption price of $108,518. In addition, Messrs. Redling and Negrotti participated and acquired 422,341 and 7,519 common units, respectively, in the Rights Offering.
In December 2019, the Company purchased a $30 million participation in a $70 million new debt facility issued by Payless Holdings LLC (“Payless”). Funds and accounts affiliated with Axar also invested $20 million in this facility. The investment was initially proposed
by the Company’s Chairman of the Board, Mr. Axelrod and subsequently approved by the Board. The Axar funds controlled by Mr. Axelrod own approximately 30% of the equity of Payless, and Mr. Axelrod serves on Payless’
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board of directors. The Company’s investment in Payless represents approximately 4% of the total fair market value of all of the Company’s trusts as of December, 31, 2019.
As of March 1, 2020, Axar beneficially owned 52.4% of the Company’s outstanding common stock, which constituted a majority of the Company’s outstanding common stock. As a result, the Company is a “controlled company” within the meaning of NYSE corporate
governance standards. For discussion of certain risks and uncertainties attributable to the Company being a controlled company, see Part I, Item 1A. Risk Factors of this Annual Report. For discussion on the security ownership of certain beneficial owners, directors and
executives of the Company, see Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of this Annual Report.
On April 1, 2020 and April 3, 2020, the Company entered into the Axar Commitment and the 2020 Preferred Purchase Agreement, respectively, with Axar and funds or accounts under its management, respectively. For further details, see Note 26 Subsequent Events of this
Annual Report.
22.
ASSETS HELD FOR SALE
In October 2019, the Company committed to the Oakmont Sale (defined within) for an aggregate cash purchase price of $33.0 million, which was then consummated in January 2020. As such, the Company classified all assets and liabilities associated with the Oakmont
Sale as Assets held for sale on its consolidated balance sheet as of December 31, 2019. The Company also had other immaterial assets and liabilities that met the assets held for sale criteria as of December 31, 2019. The following table summarizes the assets and liabilities
that have been classified as Assets held for sale on the Company’s consolidated balance sheets as of December 31, 2019 and 2018:
Oakmont
December 31,
2019
Other
Total
December 31,
2018
Other
Assets
Current assets:
Accounts receivable, net of allowance
Prepaid expenses
Other current assets
Total current assets held for sale
Long-term accounts receivable, net of allowance
Cemetery property
Property and equipment, net of accumulated depreciation
Merchandise trusts, restricted, at fair value
Perpetual care trusts, restricted, at fair value
Deferred selling and obtaining costs
Other assets
Total assets held for sale
Liabilities
Current liabilities:
Accounts payable and accrued liabilities
Current portion, long-term debt
Other current liabilities
Total current liabilities held for sale
Deferred revenues
Perpetual care trust corpus
Other long-term liabilities
Total liabilities held for sale
Net assets held for sale
23.
SEGMENT INFORMATION
$
$
$
$
580
34
35
649
3,194
5,811
2,762
6,673
2,470
1,388
411
23,358
102
36
5,000
5,138
12,856
2,470
204
20,668
2,690
$
$
$
$
$
$
$
—
—
—
—
—
350
150
—
—
—
—
500
—
—
—
—
—
—
—
—
500
$
580
34
35
649
3,194
6,161
2,912
6,673
2,470
1,388
411
23,858
102
36
5,000
5,138
12,856
2,470
204
20,668
3,190
$
$
$
$
—
—
—
—
—
350
407
—
—
—
—
757
—
—
—
—
—
—
—
757
Management operates the Company in two reportable operating segments: Cemetery Operations and Funeral Home Operations. These operating segments reflect the way the Company manages its operations and makes business decisions. Management evaluates the
performance of these operating segments based on interments performed, interment rights sold, pre-need
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cemetery and at-need cemetery contracts written, revenue and segment profit (loss). As a percentage of revenue and assets, the Company’s major operations consist of its cemetery operations.
The following tables present financial information with respect to the Company’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.
Year Ended December 31,
2019
2018
STATEMENT OF OPERATIONS DATA:
Cemetery Operations(1):
Revenues
Operating costs and expenses
Depreciation and amortization
Segment operating profit
Funeral Home Operations:
Revenues
Operating costs and expenses
Depreciation and amortization
Segment operating profit
Reconciliation of segment operating profit to net loss:
Cemetery Operations
Funeral Home Operations
Total segment profit
Corporate overhead
Corporate depreciation and amortization
Other losses, net
Loss on debt extinguishment
Loss on impairment of goodwill
Interest expense
Income tax (expense) benefit
Net loss
Exit and disposal activities
Cemetery Operations
Funeral Home Operations
Corporate
Total exit and disposal activities
CASH FLOW DATA:
Capital expenditures:
Cemetery Operations
Funeral Home Operations
Corporate
Total capital expenditures
(1)
Segment operating profit for Cemetery Operations for the year ended December31, 2019 excludes the loss on impairment of goodwill recognized by the Company in 2019.
98
$
$
$
$
$
$
$
$
237,887
(218,091)
(7,420)
12,376
51,635
(43,315)
(2,376)
5,944
12,376
5,944
18,320
(51,107)
(986)
(8,106)
(8,478)
(24,862)
(48,519)
(28,204)
(151,942)
935
25
583
1,543
4,871
1,431
115
6,418
$
$
$
$
$
$
$
$
261,935
(238,974)
(8,037)
14,924
54,191
(44,525)
(2,744)
6,922
14,924
6,922
21,846
(53,281)
(955)
(11,504)
—
—
(30,602)
1,797
(72,699)
—
—
—
—
9,025
2,839
308
12,172
Table of Contents
BALANCE SHEET DATA:
Assets:
Cemetery Operations
Funeral Home Operations
Corporate
Total assets
Goodwill:
Cemetery Operations
Assets held for sale:
Cemetery Operations
Funeral Home Operations
Total assets held for sale
Disposed assets:
Cemetery Operations
Funeral Home Operations
Total disposed assets
December 31, 2019
December 31, 2018
$
$
$
$
$
$
$
1,504,463
148,310
66,595
1,719,368
—
20,819
3,039
23,858
—
110
110
$
$
$
$
$
$
$
1,509,947
136,064
24,370
1,670,381
24,862
349
408
757
18
586
604
24.
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 Company’s consolidated statements of cash flows (in thousands):
Accounts Receivable
Pre-need/at-need contract originations (sales on credit)
Cash receipts from sales on credit (post-origination)
Changes in accounts receivable, net of allowance
Customer Contract Liabilities
Deferrals:
Cash receipts from customer deposits at origination, net of refunds
Withdrawals of realized income from merchandise trusts during the
period
Pre-need/at-need contract originations (sales on credit)
Undistributed merchandise trust investment earnings, net
Recognition:
Merchandise trust investment income, net withdrawn as of end
of period
Recognized maturities of customer contracts collected as of end
of period
Recognized maturities of customer contracts uncollected as of end
of period
Changes in customer contract liabilities
Year ended December 31,
2019
2018
$
$
$
$
$
$
(113,759)
105,126
(8,633)
141,264
8,537
113,759
13,389
(9,555)
(204,629)
(26,109)
36,656
$
(126,199)
130,697
4,498
146,279
15,582
126,199
(2,725)
(9,618)
(188,897)
(49,415)
37,405
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Table of Contents
25.
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following summarizes certain quarterly results of operations data:
Year Ended December 31, 2019
Revenues
Gross loss(1)
Net loss (2)
Net loss per common share (basic and diluted)(2)
Year Ended December 31, 2018
Revenues
Gross loss(1)
Net loss (2)
General partner’s interest in net income (loss) for the period
Limited partners’ interest in net loss for the period
Net loss per common limited partner unit (basic and diluted)(2)
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
(in thousands, except per unit data)
$
$
$
$
71,469
(9,363)
(22,534)
(0.59)
77,945
(8,026)
(17,923)
(187)
(17,736)
(0.47)
$
$
$
$
78,495
(6,759)
(34,398)
(0.87)
81,571
(8,738)
(17,017)
(177)
(16,840)
(0.44)
$
$
$
$
73,151
(6,441)
(42,652)
(1.10)
73,185
(10,016)
(17,225)
(179)
(17,046)
(0.45)
$
$
$
$
66,407
(11,210)
(52,358)
(1.23)
83,425
(5,610)
(20,534)
(214)
(20,320)
(0.54)
(1)
(2)
Gross profit (loss) is computed based upon total revenues less total costs and expenses per the consolidated statements of operations for each quarter.
Net loss per common share for the year ended December 31, 2019 and net loss per common limited partners unit for the year ended December 31, 2018 were computed independently for each quarter and the full year based upon respective weighted-
average outstanding common shares or common limited partners unit. Therefore, the sum of the quarterly per common share or per common limited partners unit amounts for the year ended December 31, 2019 and 2018, respectively, may not equal the
annual per share amounts.
26.
SUBSEQUENT EVENTS
Divestitures
In the fourth quarter of 2019, the Company launched an asset sale program designed to divest assets at attractive multiples, reduce debt levels and improve the Company’s cash flow and liquidity. Execution of this program has resulted in the following divestiture activity:
On January 3, 2020, the Company sold substantially all of the assets of Oakmont Memorial Park, Oakmont Funeral Home, Redwood Chapel, Inspiration Chapel and Oakmont Crematory located in California pursuant to the terms of an asset sale agreement (the “Oakmont
Agreement”) with Carriage Funeral Holdings, Inc. for an aggregate cash purchase price of $33.0 million (the “Oakmont Sale”). The divested assets consisted of one cemetery, one funeral home and certain related assets. The Oakmont Sale resulted in a gain exceeding
approximately $20.0 million for the Company, which it will recognize in its condensed consolidated statement of operations for the quarter ended March 31, 2020. For further details on the assets and liabilities the Company divested in connection with the Oakmont Sale,
see Note 22 Assets Held for Sale of this Annual Report.
In March 2020, the Company entered into an asset sale agreement for the sale of substantially all of the assets of the cemetery, funeral establishment and crematory commonly known as Olivet Memorial Park, Olivet Funeral and Cremation Services and Olivet Memorial
Park & Crematory (the “Olivet Agreement”) with Cypress Lawn Cemetery Association for a net cash purchase price of $24.3 million, subject to certain adjustments (the “Olivet Sale”). In addition, in March 2020, the Company entered into an asset sale agreement (the
“California Agreement”) with certain entities owned by John Yeatman and Guy Saxton to sell substantially all of the Company’s remaining California properties, consisting of five cemeteries, six funeral establishments and four crematories (the “Remaining California
Assets”) for a cash purchase price of $7.1 million, subject to certain closing adjustments (the “Remaining California Sale”).
In January 2020, the Company redeemed an aggregate $30.4 million of principal on the Senior Secured Notes, primarily using the net proceeds from the Oakmont Sale. Per the Indenture, the Company anticipates using the first $23.7 million of net proceeds from the Olivet
Sale and the Remaining California Sale and 80% of the remaining net proceeds from the Olivet Sale along with 80% of the net proceeds from the Remaining California Sale to redeem additional portions of the outstanding Senior Secured Notes.
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Discontinued Operations
The Company’s recently consummated Oakmont Sale and Olivet Sale and pending Remaining California Sale (collectively, the “Total California Sale”) meet the criteria in ASC 205, Discontinued Operations, to be presented as discontinued operations on the Company’s
consolidated financial statements in its periodic filings beginning in fiscal year 2020, as the Total California Sale constitutes the disposal of a major geographical area in which the Company operates and as such represents a strategic shift that will have a major effect on the
Company’s operations and financial results.
The Company will present the assets and liabilities associated with the Total California Sale separately in the asset and liability sections of its consolidated balance sheets and will report the results of operations of the above-mentioned divestitures separately in its
consolidated statements of operations for all periods presented in its periodic filings beginning with its quarterly report on Form 10-Q for the quarter ending March 31, 2020.
COVID-19 and Business Interruption
The outbreak of COVID-19 in Wuhan, China in December 2019 has since reached pandemic proportions, posing a significant threat to the health and economic wellbeing of the Company’s employees, customers and vendors. Currently, the Company’s operations have
been deemed essential by the state and local governments in which it operates, with the exception of Puerto Rico, and the Company is actively working with federal, state and local government officials to ensure that it continues to satisfy their requirements for offering the
Company’s essential services. The operation of all of the Company’s facilities is critically dependent on the Company’s employees who staff these locations. To ensure the wellbeing of the Company’s employees and their families, the Company has provided every
employee of the Company with detailed health and safety literature on COVID-19, such as the CDC’s industry-specific guidelines for working with the deceased who were and may have been infected with COVID-19, the Company’s procurement and safety teams have
updated and developed new safety-oriented guidelines to support daily field operations and provided personal protection equipment to those employees whose positions necessitate them, and the Company has implemented work from home policies at the Company’s
corporate office consistent with CDC guidance to reduce the risks of exposure to COVID-19 while still supporting the families that we serve.
The Company’s marketing and sales team has quickly responded to the sales challenges presented by the COVID-19 Pandemic by implementing virtual meeting options using a variety of web-based tools to ensure that the Company’s sales personnel can continue to
connect with and meet the needs of the Company’s customers in a safe, effective and productive manner. Some of the Company’s locations have also started providing live video streaming of their funeral and burial services to customers, so that family and friends can
connect virtually during their time of grief.
Like most businesses world-wide, the COVID-19 Pandemic has impacted the Company financially; however, the Company cannot presently predict the scope and severity with which COVID-19 will impact the Company’s business, financial condition, results of
operations and cash flows. As recently as early March 2020, the Company was experiencing sales growth for the first quarter of 2020, as compared to the first quarter of 2019. However, over the last two weeks, the Company has seen its pre-need sales activity decline as
Americans practice social distancing. In addition, the Company’s pre-need customers with installment contracts could default on their installment contracts due to lost work or other financial stresses arising from the COVID-19 Pandemic. While the Company expects its
pre-need sales to be challenged during the COVID 19 Pandemic, the Company believes the implementation of its virtual meeting tools is one of several key steps to mitigate this disruption. In addition, the Company expects that throughout this disruption its cemeteries and
funeral homes will remain open and available to serve its families in all the locations in which it operates to the extent permitted by local authorities, with the exception of Puerto Rico.
Amendments to the Indenture and Capital Raise in 2020
On April 1, 2020, the Partnership and Cornerstone (collectively with the Partnership, the “Issuers”) and Wilmington Trust, National Association, as trustee, entered into the Third Supplemental Indenture (the “Supplemental Indenture”) to the Indenture. Pursuant to the
terms of the Supplemental Indenture:
1.
The following financial covenants were amended:
a.
b.
c.
The Interest Coverage Ratio measurements at March 31, June 30 and September 30, 2020 were eliminated and replaced with a Minimum Operating Cash Flow covenant of $(25.0 million), $(35.0 million) and $(35.0 million), respectively;
The required Interest Coverage Ratios at December 31, 2020, March 31, 2021 and June 30, 2021 were reduced to 0.00x, 0.75x and 1.10x, respectively, from 1.15x, 1.25x and 1.30x; and
The Asset Coverage tests at March 31, June 30, September 30 and December 31, 2020 were reduced to 1.40x from 1.60x;
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2.
3.
The premium payable upon voluntary redemption of the Senior Secured Notes on or after June 27, 2021 and before June 27, 2022 was increased from 4.0% to 5.0% and the premium payable upon any such voluntary redemption on or after June 27, 2022
and before June 27, 2023 was increased from 2.0% to 3.0%; and
The Issuers agreed to use their best efforts to cause the Company to effectuate a rights offering on the terms described below as promptly as practicable with an expiration date no later than July 24, 2020 and to receive proceeds of not less than $8.2
million therefrom (in addition to the $8.8 million capital raise described below).
The foregoing amendments effected by the Supplemental Indenture will become operational when the Company pays a $5 million consent fee to the holders of the Senior Secured Notes, of which $3.5 million will be paid in cash and $1.5 million will be paid by increasing
the principal amount of the Senior Secured Notes outstanding, and satisfies other specified conditions.
Concurrently with the execution of the Supplemental Indenture, the Company entered into a letter agreement (the “Axar Commitment”) with Axar pursuant to which Axar committed to (a) purchase shares of our Series A Preferred Stock with an aggregate purchase price
of $8.8 million on April 3, 2020, (b) exercise its basic rights in the rights offering by tendering the shares of Series A Preferred Stock so purchased for shares of Common Stock and (c) purchasing any shares offered in the rights offering for which other stockholders do not
exercise their rights, up to a maximum of an additional $8.2 million of such shares. The Company did not pay Axar any commitment, backstop or other fees in connection with the Axar Commitment.
On April 3, 2020, as contemplated by the Axar Commitment, the Company and Axar CL SPV LLC, Star V Partners LLC and Blackwell Partners LLC –Series E. (the “2020 Purchasers”) entered into a Series A Preferred Stock Purchase Agreement (the “2020 Preferred
Purchase Agreement”) pursuant to which the Company sold 176 shares of its Series A Preferred Stock, par value $0.01 per share (the “Preferred Shares”), for a cash price of $50,000 per share, an aggregate of $8.8 million. The Company offered and sold the Preferred
Shares in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The Company relied on this exemption from registration based in part on representations made by the 2020 Purchasers in the 2020 Preferred
Purchase Agreement.
Under the terms of the Supplemental Indenture and the Axar Commitment, the Company agreed to undertake an offering to holders of its Common Stock of transferable rights to purchase their pro rata share of shares of Common Stock with an aggregate exercise price of
at least $17 million at a price of $0.73 per share. The rights offering period, during which the rights will be transferable, will be no less than 20 calendar days and no more than 45 calendar days. The Company agreed to use its best efforts to complete the rights offering
with an expiration date no later than July 24, 2020.
Strategic Partnership Agreement
On April 2, 2020, the Company entered into two multi-year Master Services Agreements (the “MSAs”) with Moon Landscaping, Inc. and its affiliate, Rickert Landscaping, Inc. (collectively “Moon”). Under the terms of the MSAs, Moon will provide all grounds and
maintenance services at most of the funeral homes, cemeteries and other properties the Company owns or manages including, but not limited to, landscaping, openings and closings, burials, installations, routine maintenance and janitorial services. Moon will hire all of the
Company’s grounds and maintenance employees at the serviced locations and will perform all functions currently handled by those employees. The Company expects the implementation of the MSAs to take place on a clustered basis over the next three to four months,
with full implementation expected no later than July 31, 2020.
The Company agreed to pay a total of approximately $241 million over the term of the contract, which runs through December 31, 2024, based upon an initial annual cost of $49 million and annual increases of 2%. The first year cost will be prorated based upon exact
implementation and roll-out schedule for each location. As part of the MSAs, the Company agreed to lease its landscaping and maintenance equipment to Moon for the duration of the agreements and to transfer title to any such equipment we own at the end of the term to
Moon, in each case without any additional payment by Moon. As of December 31, 2019, the net book value of the equipment we will be leasing to Moon was approximately $7.4 million.
Each party has the right to terminate the MSAs at any time on six months’ prior written notice, provided that if the Company terminate the MSAs without cause, it will be obligated to pay Moon an equipment credit fee in the amount of $1.0 million for each year remaining
in the term, prorated for the portion of the year in which any such termination occurs. The MSAs also contain representations, covenants and indemnity provisions that are customary for agreements of this nature.
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ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A.
CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are designed to ensure that information required to be disclosed in our reports filed
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including the Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure.
Our management, including the CEO and CFO, evaluated the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2019. Based on such evaluation, our CEO and CFO
concluded the disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed under the supervision
of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the
United States of America ("GAAP").
Management’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors
of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or
detected on a timely basis.
Management previously identified and reported material weaknesses in its Annual Report on Form 10-K for the Year Ended December 31, 2018. We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31,
2019 based on the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on our assessment, we concluded that the Company did not maintain effective
internal control over financial reporting as of December 31, 2019 as a result of the material weaknesses described below:
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A.
Control environment, control activities and monitoring:
The Company did not design and maintain effective internal controls over financial reporting related to control environment, control activities and monitoring based on the criteria established in the Committee of Sponsoring Organization Internal Control Integrated
Framework including more specifically:
•
•
Management did not implement effective oversight to support deployment of control activities due to (a) failure to establish clear accountability for the performance of internal control over financial reporting responsibilities in certain areas
important to financial reporting and (b) failure to prioritize and implement related corrective actions in a timely manner.
Management did not have effective monitoring controls over the periodic review of user access to applications and data and for user access to segregate duties within relevant financial applications.
B.
Establishment and review of certain accounting policies:
The Company’s controls applicable to establishment, periodic review for ongoing relevance and consistent application of material accounting policies in conformity with generally accepted accounting principles (“GAAP”) including (i) revenue recognition and (ii)
insurance-related assets and liabilities were not designed appropriately and thus failed to operate effectively. More specifically:
•
•
•
Management did not maintain effective controls over sales contract origination occurring at its site locations. Specifically, there was no subsequent review of contract entry at site locations or corporate and no approved master price listing.
Management did not have effective review and monitoring controls over revenue recognition with respect to the Accounting Standards Codification 606, Revenues from Contracts with Customers, to timely detect misstatements in income
statement and balance sheet accounts. There was no oversight monitoring at corporate for contract cancellations, and the timely and accurate servicing of contracts for proper revenue recognition.
Management did not maintain effective completeness and accuracy controls at a level of precision to timely detect misstatements related to the insurance related assets and liabilities.
C.
Reconciliation of certain general ledger accounts to supporting details:
The Company’s controls over the reconciliation of amounts recorded in the general ledger for "Cemetery property" and "Deferred revenues" on the consolidated balance sheets were not designed appropriately and thus failed to operate effectively. More specifically:
•
•
Management did not have effective segregation of duties over the preparation and subsequent review of its deferred revenue reconciliation process at a sufficient level of precision to timely detect potential misstatements of the related income
statement and balance sheet accounts.
Management did not consistently reconcile these general ledger account balances to supporting documentation.
D.
Accurate and timely relief of deferred revenues and corresponding recognition of income statement impacts:
The Company’s internal controls designed to prevent a material misstatement in the recognized amount of "Deferred revenues" as of the balance sheet date were not designed appropriately. Specifically, the Company concluded that it did not design effective controls that
would lead to a timely identification of a material error in "Deferred revenues" due to failure to accurately and timely relieve the liability when the service was performed, or merchandise was delivered. Further, the Company’s review controls designed to detect such errors
did not operate at the appropriate level of precision to identify such error. More specifically:
•
•
Management did not have effective review and monitoring controls over the revenue, cost of goods sold and deferred balances of pre-acquisition contracts at a sufficient level of precision to timely detect potential misstatements of the related
income statement and balance sheet accounts.
Management did not have effective review and monitoring controls over the results of ongoing deferred revenue testing at a sufficient level of precision to detect potential misstatements of the related balance sheet accounts.
Our management communicated the results of its assessment to the Audit Committee of the Board of Directors.
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STATUS OF REMEDIATION OF MATERIAL WEAKNESSES
Management is committed to the remediation of the material weaknesses described above, as well as the continued improvement of our internal control over financial reporting. We have identified and are implementing,, the actions described below to remediate the
underlying causes of the control deficiencies that gave rise to the material weaknesses. As we continue our evaluation and improve our internal control over financial reporting, management may modify the actions described below or identify and take additional measures
to address control deficiencies. Until the remediation efforts described below, including any additional measures management identifies as necessary, are completed, the material weaknesses described above will continue to exist.
A.
To address the material weakness in control environment, control activities and monitoring, the Company is:
•
•
•
•
•
Re-evaluating its internal controls over financial reporting program including our risk assessment process, internal controls and process documentation;
Enhancing the existing and developing more appropriate corporate monitoring controls to provide reasonable assurance that the Company maintains sufficient oversight of the performance of internal controls;
Planning to provide internal controls training throughout the Company;
Implementing a project team with appropriate subject matter expertise to oversee and monitor the remediation plans and status of all internal control deficiencies; and
Re-evaluating security and access rights reporting from relevant financial applications and databases and determining the appropriateness of access as well as potential segregation of duties conflicts.
Management will continue to review such actions and progress with the Audit Committee. The remediation of this weakness in the control environment will contribute to the remediation of each of the additional material weaknesses described below.
B.
To address the material weakness associated with the establishment and periodic review of certain accounting policies for compliance with applicable GAAP that gave rise to potentially inaccurate or untimely revenue recognition and accounting for
insurance-related assets and liabilities, management is performing a comprehensive review of the Company’s existing accounting policies to provide reasonable assurance of compliance with GAAP. More specifically, the Company plans to:
•
•
•
Implement new controls over sales contract origination in order to monitor the completeness and accuracy of contract information recorded in the system; this includes validation of the accuracy of contract data in the contract management
system, comparing pricing to approved standard price lists and/or implementing pricing approval workflow; and, validating merchandise and perpetual trust amounts and percentages.
Develop a process to evaluate contract cancellations and to facilitate the timely and accurate servicing of contracts for proper revenue recognition.
Implement additional controls over the input data related to the completeness and accuracy of the calculation provided by the actuary for the related insurance assets and liabilities; and
C.
To address the material weakness associated with controls over the reconciliation of amounts in cemetery property and deferred revenue, management is in the process of reassessing its existing policies and designing procedures to:
•
•
Implement independent review procedures of all deferred revenue reconciliations
Validate the completeness and accuracy of cemetery property activity by comparing system data to information provided by the site locations in order to assess cemetery property and deferred revenue balances.
As noted in Section B. above, Management’s implementation of and enhancement of sales contract origination, servicing, and revenue recognition and cost controls will contribute to the improvement of the quality of the cemetery property and deferred revenue
reconciliations.
D.
To address the material weakness regarding accurate and timely relief of deferred revenue and corresponding income statement impacts, the Company continues to refine controls and introduce additional monitoring controls which will operate at an
appropriate level of precision to identify material misstatements in "Deferred revenues." More specifically, Management plans to implement additional review procedures and steps for its deferred revenue analysis, which includes analyzing historical not
on system (NOS) contracts, comparing trust liability to its trust asset basis, and automating the match of purchase receipts to servicing data in the contract management system.
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We believe these measures will remediate the material weaknesses noted. As we continue to evaluate and work to remediate the control deficiencies that gave rise to the material weaknesses, we may determine that additional measures or time are required to address the
control deficiencies or that we need to modify or otherwise adjust the remediation measures described above. We will continue to assess the effectiveness of our remediation efforts in connection with our evaluation of our internal control over financial reporting. Also, we
believe the corrective actions and controls need to be in operation for a sufficient period of time for management to conclude that the control environment is operating effectively and has been adequately tested through audit procedures.
REMEDIATION OF PREVIOUS MATERIAL WEAKNESSES
To address the material weakness associated with management not maintaining effective controls over the assessment of condition and impairment of allocated and un-allocated merchandise inventory due to excessive or deterioration damage, the Company designed and
implemented additional controls to identify and assess excess or damage merchandise inventory and record appropriate reserves.
To address the material weakness associated with management not maintaining effective segregation of duties over revenue recognition with respect to the ASC 606 transition adjustment and subsequent calculations at a sufficient level of precision to timely detect
misstatements in the related income statement and balance sheet account, the Company has automated the calculations and implemented an independent review process
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Our remediation efforts were ongoing during our last fiscal quarter ended December 31, 2019. Other than the remediation steps described above, there were no other material changes in our internal control over financial reporting identified in management’s evaluation
pursuant to Rules 13a-15(d) and 15d-15(d) of the Exchange Act during the quarter ended December 31, 2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION
None.
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PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS AND EXECUTIVE OFFICERS OF STONEMOR INC.
The following table shows information regarding our executive officers of as of March 1, 2020.
Name
Joseph M. Redling
Jeffrey DiGiovanni (1)
Austin K. So
Tom Connolly
Age
61
43
46
54
Positions with StoneMor Inc.
President, Chief Executive Officer and Director
Chief Financial Officer and Senior Vice President
Senior Vice President, Chief Legal Officer and Secretary
Senior Vice President of Business Planning and Operations
(1)
Jeffrey DiGiovanni has served as Chief Financial Officer and Senior Vice President since September 19, 2019. Garry P. Herdler served as Chief Financial Officer and Senior Vice President from April 15, 2019 to September 18, 2019. Mark Miller served
as Chief Financial Officer and Senior Vice President from May 16, 2017 to April 14, 2019.
Our Board of Directors (the “Board”) is divided into three classes, with the terms of one class expiring at each annual meeting of stockholders. Upon the expiration of a term of a class of directors, the directors in such class are elected for a term of three years and until
their respective successors are duly elected and qualified or until their earlier resignation or removal. Andrew Axelrod serves as Chairman of our Board.
We are a “controlled company” within the meaning of the New York Stock Exchange listing standards. As a controlled company, we are not subject to the requirements under those listing standards that a majority of our directors and all of the members of our
Compensation, Nominating and Governance Committee be independent. However, our Corporate Governance Guidelines do require that a majority of our directors, and the charter of our Compensation, Nominating and Governance Committee requires that all of its
members, be independent within the meaning of those standards.
The following table shows information regarding our directors as of March 1, 2020:
Name
Andrew Axelrod
Spencer E. Goldenberg
Robert B. Hellman, Jr.
David Miller
Stephen J. Negrotti
Joseph M. Redling
Patricia D. Wellenbach
Age
37
37
60
60
68
61
62
Class
III
I
II
III
II
III
I
Director Since
2019
2019
2004
2019
2018
2018
2019
Annual Meeting at Which Term Will Expire
2022
2020
2021
2022
2021
2022
2020
We are party to a Nomination and Director Voting Agreement dated as of September 17, 2018 (as amended on February 4, 2019 and June 27, 2019, the “DVA”) with Axar Capital Management, LP, certain funds and managed accounts for which it serves as investment
manager and its general partner, Axar GP, LLC (collectively, the “Axar Entities”), GP Holdings and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC (“ACII” and,
collectively with GP Holdings, the “ACII Entities”). Under the DVA, the Axar Entities have the option to designate up to three nominees to our Board (or, if the number of directors is increased, at least three-sevenths of the whole number of directors). Following the
refinancing or repayment of our Senior Secured Notes, the number of directors the Axar Entities have the right to nominate is subject to reduction if they or their affiliates (collectively, the “Axar Group”) collectively beneficially own less than 15% of our outstanding
common stock. The DVA also provides that, for so long as the ACII Entities and their affiliates (collectively, the “ACII Group”) collectively beneficially own at least 4% of our outstanding common stock, the ACII Entities are entitled to designate one nominee to our
Board. The Axar Entities and the ACII Entities also agreed to vote their shares in favor of the election of any such nominees.
Any nominee submitted by the Axar Entities or ACII is subject to the Compensation, Nominating and Governance Committee’s reasonable determination that the nominee (i) is suitable to serve on the Board in accordance with the customary standards of suitability for
directors of NYSE listed companies, (ii) is not prohibited from serving as a director pursuant to any rule or regulation of the SEC or the NYSE and (iii) is not an employee, manager or director of any entity engaged in the death care
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business. Pursuant to the terms of the DVA, the Axar Entities have designated Messrs. Axelrod, Miller and Goldenberg as nominees and the ACII Entities have designated Mr. Hellman as a nominee.
Our advance notice bylaws require that our stockholders desiring to nominate a candidate for election as a director must submit a notice to us not later than 90 days prior to the first anniversary of the date on which we mailed our proxy statement to stockholders for our
most recent annual meeting of stockholders, subject to certain exceptions, including that any such notice for our first annual meeting of stockholders must be submitted not later than 90 days prior to the date of the meeting or, if the date of such meeting is first publicly
announced less than 100 days prior to the meeting, ate least 10 days prior to the date of the meeting. Any such notice must set forth:
•
•
•
•
•
•
•
•
•
•
•
•
the name and address of the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made;
the class and number of shares of our common stock that are owned beneficially and held of record by such stockholder and such beneficial owner;
the investment strategy or objective, if any, of such stockholder and certain specified associates who are not individuals;
the disclosure of any short positions or other derivative positions relating to the shares of our common stock held by such stockholder and such beneficial owner, such information to include, and be updated to reflect any material change in, such
positions from the period beginning six (6) months prior to the nomination through the time of the annual meeting;
a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder and such beneficial owner has a right to vote any shares of any of our securities;
a representation that such stockholder is a holder of record of our stock entitled to vote at such meeting, will continue to be a holder of record of stock entitled to vote at such meeting through the date of the meeting and intends to appear in person or by
proxy at the meeting to bring such nomination or other business before the meeting;
a representation as to whether such stockholder or beneficial owner intends or is part of a group that intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of our outstanding stock required to
approve or adopt the proposal or to elect each such nominee;
a description of any agreement, arrangement or understanding with respect to the nomination or other business between or among such stockholder, beneficial owner or any other person, including without limitation any agreements that would be
required to be disclosed pursuant to Item 5 or Item 6 of Schedule 13D under the Exchange Act (regardless of whether the requirement to file a Schedule 13D is applicable);
all information relating to the proposed nominee as would be required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act ;
a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the previous three years, and any other material relationships, between or among each stockholder giving notice and
the beneficial owner, if any, on whose behalf the nomination is made, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation
all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or
associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant;
the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and
attaching (A) a completed director nominee questionnaire in the form we require (which form the stockholder providing notice shall request from our Secretary and which we shall provide within ten (10) days of such request) and (B) a completed and
signed written representation and agreement, in the form we require (which form the stockholder providing notice shall request from our Secretary and which we shall provide within ten (10) days of such request), that the proposed nominee:(i) is not and
will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as one of our directors, will act or vote on any issue or
question (a “Voting Commitment”) that has not been disclosed to us or any Voting Commitment that could limit or interfere with the proposed nominee’s ability to comply, if elected as one of our directors, with the proposed nominee’s fiduciary duties
under applicable law; (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than us with respect to
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any direct or indirect compensation, reimbursement or indemnification in connection with service or action as one of our directors that has not been disclosed to us; (iii) would be in compliance, if elected as one of our directors, and will comply with,
applicable law, applicable rules of the New York Stock Exchange and all or our applicable publicly disclosed corporate governance, conflict of interest, corporate opportunity, confidentiality and stock ownership and trading policies and guidelines; (iv)
will tender, promptly following such proposed nominee’s election or reelection, an irrevocable resignation effective upon such proposed nominee’s failure to receive the required vote for re-election at the next meeting at which such proposed nominee
would face re-election and upon acceptance of such resignation by the Board of Directors, in accordance with the Board of Director’s policies or guidelines on Director elections and (v) intends to serve a full term if elected as one of our directors.
EXECUTIVE OFFICERS AND BOARD MEMBERS
A brief biography for our executive officer who also serves as one of the directors of the Board is included below.
Joseph M. Redling has served as our President and Chief Executive Officer since July 18, 2018. Prior to his appointment, Mr. Redling served as the Chief Operating Officer of Vonage Holdings. Inc., a billion-dollar communications company, where he managed the day to
day operations of the company’s consumer and B2B businesses. Prior to the Chief Operating Officer position, he was President of Consumer Services for Vonage overseeing its large consumer business unit. Prior to that, Mr. Redling was President and Chief Executive
Officer of Nutrisystem, Inc., a leader in the weight-loss industry. His experience also includes over a decade with Time Warner and AOL where he held a number of senior executive level roles including Chief Marketing Officer, President of Paid Services and Customer
Management, President of the AOL Access Business and CEO of AOL International.
ADDITIONAL DIRECTORS
A brief biography for each non-executive director of the Board is included below.
Andrew Axelrod was appointed to and named Chairman of the Board in June 2019. Mr. Axelrod founded Axar Capital Management LP, an investment management firm, in April 2015 and serves as its Managing Partner and Portfolio Manager. He has been the Chief
Executive Officer and Executive Chairman of the board of directors of Axar Acquisition Corp. since October 2016. Before founding Axar Capital Management, Mr. Axelrod worked at Mount Kellett Capital Management LP, a private equity investment firm, from 2009 to
2014. At Mount Kellett Capital Management, he was promoted to Co-Head of North America Investments in 2011 and became a Partner in 2013. Prior to joining Mount Kellett Capital Management, Mr. Axelrod worked at Kohlberg Kravis Roberts & Co. L.P. from 2007 to
2008 and The Goldman Sachs Group, Inc. from 2005 to 2006. Mr. Axelrod has served as chairman of the board of directors of Terra Capital Partners since February 2018. Mr. Axelrod graduated magna cum laude with a B.S. in Economics from Duke University. Mr.
Axelrod’s leadership of the Company’s largest common shareholder and his extensive experience in financing, investments and restructurings provides critical skills to the Board as the we continue to implement our turnaround plan.
Spencer Goldenberg was appointed to the Board in June 2019. He serves as the Chief Financial Officer for Menin Hospitality, an owner and operator of hotels, restaurants and commercial retail establishments across the United States (“U.S.”) with a concentration in the
southeast U.S. and Chicago. Prior to joining Menin Hospitality, Mr. Goldenberg was a partner in the accounting firm of Gerstle, Rosen & Goldenberg P.A. from February 2008 to June 2015. Mr. Goldenberg has served as an independent director of Terra Property Trust, Inc.
and its subsidiary, Terra Secured Income Fund 6, and is the chairman of the audit committee of Terra Secured Income Fund 6. From October 2005 until February 2008, he served as a legislative aide to Florida State Senator Gwen Margolis. Mr. Goldenberg holds an active
certified public accountant’s license in the state of Florida. He holds a B.A. in International Affairs from Florida State University. Mr. Goldenberg’s extensive finance, accounting and audit experience enhances the ability of the Board to oversee the Company’s financial
performance and reporting.
Robert B. Hellman, Jr. was appointed to the Board in April 2004. Mr. Hellman co-founded American Infrastructure Funds ("AIM") in 2006 and has been an infrastructure and private real assets investor for over 25 years. He has been an investor and director in a wide
variety of industries, including agriculture, building materials, forest products, energy production and distribution, death care, entertainment, health and fitness, and real estate. On behalf of AIM, he currently holds three patents on the application of the design of innovative
financial security structures. Mr. Hellman began his private equity career at McCown DeLeeuw in 1987, and previously was a consultant with Bain & Company, where he was one of the founding members of Bain’s Tokyo office. Mr. Hellman serves on the board of a
number of private companies. He is also a member of the Board of the Stanford Institute for Economic Policy Research and President of Stanford’s DAPER Investment Fund. He received an M.B.A. from the Harvard Business School with Baker Scholar honors, an M.S. in
economics from the London School of Economics, and a B.A. in economics from Stanford University. Mr. Hellman brings to the Board extensive investment management and capital raising experience, combined with excellent leadership and strategic skills.
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David Miller was appointed to the Board in June 2019. Mr. Miller has served as the Chairman of the board of JG Wentworth since February 2018. Mr. Miller served as a Senior Advisor to the Blackstone Tactical Opportunities Fund from March 2015 until February 2018.
Prior to Blackstone, Mr. Miller served as Chief Executive Officer and Chairman of JGWPT Inc., the holding company for J.G. Wentworth. Prior to JGWPT, Mr. Miller was Executive Vice President at ACE, responsible for ACE’s International Accident and Health
Insurance business. Prior to ACE, Mr. Miller was President and Chief Executive Officer of Kemper Auto and Home Insurance. Prior to Kemper, Mr. Miller was Chief Operating Officer of Providian Direct Insurance. Mr. Miller has served as a director of Ellington
Residential Mortgage (NYSE: EARN) since 2013, as a director of Lombard International Assurance since July 2015 and as a director of J.G. Wentworth since January 2018. Mr. Miller has a BSEE in electrical engineering from Duke University and a MBA in Finance
from The Wharton School of the University of Pennsylvania. Mr. Miller’s extensive experience as a senior executive will provide the board of directors with additional expertise in corporate leadership and governance.
Stephen J. Negrotti was appointed to the Board in April 2018. Mr. Negrotti was most recently President and CEO of Turner Investments Inc. (“Turner”), an investment manager, from April 2014 until October 2015. He also served as a member of the board of directors and
President of the Turner Family of Mutual Funds during that time. Mr. Negrotti has been self-employed as an independent certified public accountant and a consultant since October 2015 and was also employed in that capacity from January 2012 until joining Turner. Mr.
Negrotti has over 40 years of finance and administration experience. He joined Ernst & Young in Philadelphia in 1976 and was a Partner at Ernst & Young LLP from 1986 through 2011, coordinating services to financial industry clients and acting as an advisor in Ernst &
Young’s Global Private Equity practice in New York. Mr. Negrotti holds an M.B.A in Finance from Drexel University and a Bachelor’s degree in Accounting from The Pennsylvania State University. Mr. Negrotti brings to the Board significant experience in financial
oversight and accounting matters
Patricia D. Wellenbach was appointed to the Board in April 2018. She has been President and CEO of Philadelphia’s Please Touch Museum since November 2015. In such capacity, Ms. Wellenbach is responsible for management and oversight of one of the top 10
children’s museums in the country. The Museum employs 100 people and has a budget of $10.0 million. In addition, Ms. Wellenbach works closely with the Museum’s board of trustees and is a steward of a 100,000 square foot building on the National Historic Register.
The building is owned by the City of Philadelphia, and as such Ms. Wellenbach works closely with city leaders on the preservation of this historic landmark building. From February 2013 to October 2015, Ms. Wellenbach was President and CEO of Green Tree School and
Services, a non-residential school and behavioral health clinic for children with autism and severe emotional disturbances. In such capacity, Ms. Wellenbach oversaw a budget of $9.0 million, managed the construction of a new facility and negotiated contracts with two
unions. The complexity of the medical and educational needs of the children required Ms. Wellenbach to have experience with a high level of regulatory and compliance issues. From October 2007 to January 2013, Ms. Wellenbach advised companies as President and CEO
of Sandcastle Strategy Group, LLC. Ms. Wellenbach currently serves on the boards of Thomas Jefferson University (from July 2015) and the Philadelphia Mayor’s Cultural Advisory Board (from September 2016). Ms. Wellenbach previously was a member of the board of
directors at the Reinvestment Fund, a CDFI fund that makes community impact investments in areas of work force development, charter schools, food access and other community needs, from March 2010 until December 2017. Ms. Wellenbach is also a member of the
National Association of Corporate Directors, Women Corporate Directors, the Forum of Executive Women and the Pennsylvania Women’s Forum. Ms. Wellenbach holds a degree from the Boston College School of Nursing and a certificate from the UCLA Anderson
School of Management’s Healthcare Executive Program. Ms. Wellenbach brings to the Board significant experience in managing complex businesses in transition and restructuring, merger and acquisition experience both as a chief executive officer and as a board member
and experience with risk, regulatory and compliance issues.
EXECUTIVE OFFICERS (NON-BOARD MEMBERS)
A brief biography for each of our executive officers who do not also serve on the Board are as follows:
Jeffrey DiGiovanni was appointed our Chief Financial Officer in September 2019 and had previously served as our Chief Accounting Officer since September 2018. From January 2012 until joining the Company in September 2018 as our Chief Accounting Officer, he was
Managing Director at Pine Hill Group, a leading accounting and transaction advisory firm with offices in Philadelphia, New York City and Princeton, New Jersey, where he worked with clients to deliver services including readiness for initial public offerings, financial
reporting including reporting to the SEC and technical accounting assistance on complex transactions. He holds a Bachelor of Science degree in Accounting and a Master of Science in Financial Services from Saint Joseph’s University and is a Certified Public Accountant.
Tom Connolly was appointed our Senior Vice President of Business Planning and Operations in September 2019. Prior to joining the Company, he served as Vice President, Business Operations for Brookstone, an omni channel business with mall, airport, ecommerce and
wholesale divisions. Previously, Tom worked for Vestis Retail Group (Bob’s Stores, Eastern Mountain Sports and Sport Chalet) and EMS. Tom possesses a broad range of professional competencies, including: finance, strategic planning, analytics, marketing, ecommerce,
wholesale, airport retail, merchandise planning, operations, real estate, store
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operations, organizational design and human resources. He earned a Bachelor of Arts in Political Science from Haverford University.
Austin K. So was appointed as our Senior Vice President, Chief Legal Officer and Secretary in July 2016. Prior to joining the Company, Mr. So was the Division General Counsel and Secretary of Heraeus Incorporated, a global manufacturing conglomerate, from 2012 to
2016. Leading a team of lawyers based in Germany, China and the U.S., Mr. So oversaw litigation, mergers and acquisitions, commercial transactions, government investigations, compliance, export control, trade law and other legal matters. From 2002 to 2012, Mr. So
practiced both transactional law and litigation at corporate law firms in New York City. Mr. So received an A.B. from Harvard College and a J.D. from The University of Pennsylvania Law School.
BOARD MEETINGS AND EXECUTIVE SESSIONS, COMMUNICATIONS WITH DIRECTORS AND BOARD COMMITTEES
In fiscal year 2019, the Board held ten meetings. Each director then in office attended at least 75% of these meetings and the meetings of the committees of the Board on which such director served, either in person or by teleconference.
The Board holds regular executive sessions, in which non-management board members meet without any members of management present. Mr. Axelrod, Chairman of the Board, presides at regular sessions of the non-management members of the Board. In addition, our
independent directors, excluding any non-management directors who are not independent, also meet at least annually.
Our Board welcomes communications from our stockholders and other interested parties. Stockholders and any other interested parties may send communications to our Board, any committee of the Board, the Chairman of the Board, the Lead Independent Director, if one
has been appointed, or any other director in particular to:
StoneMor Inc.
3600 Horizon Boulevard
Trevose, Pennsylvania 19053
Stockholders and any other interested parties should mark the envelope containing each communication as “Stockholder Communication with Directors” and clearly identify the intended recipient(s) of the communication. Our Senior Vice President and Chief Legal
Officer will review each communication received from stockholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (1) the communication complies with the requirements of any applicable
policy adopted by the Board relating to the subject matter of the communication and (2) the communication falls within the scope of matters generally considered by the Board. To the extent the subject matter of a communication relates to matters that have been delegated
by the Board to a committee or to one of our executive officers, then our Senior Vice President and Chief Legal Officer may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated. The acceptance and
forwarding of communications to the members of the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.
The Board has an Audit Committee, a Trust and Compliance Committee and a Compensation, Nominating and Governance Committee (the “Compensation Committee”). The Board appoints the members of such committees. The members of the committees and a brief
description of the functions performed by each committee are set forth below.
Audit Committee
The current members of the Audit Committee are Messrs. Goldenberg, Miller and Negrotti (Chair). The primary responsibilities of the Audit Committee are to assist the Board in its general oversight of our financial reporting, internal controls and audit functions, and it is
directly responsible for the appointment, retention, compensation and oversight of the work of our independent auditors. The Audit Committee’s charter is posted on our website at www.stonemor.com under the “Corporate Governance” section of our “Investors” webpage.
Information on our website does not constitute a part of this Annual Report.
All current committee members qualify as "independent" under applicable standards established by the SEC and the NYSE for members of audit committees. In addition, Mr. Negrotti has been determined by the Board to meet the qualifications of an "audit committee
financial expert", having the necessary accounting or related financial management expertise, in accordance with the standards established by the SEC and NYSE. The "audit committee financial expert" designation is a disclosure requirement of the SEC related to
Mr. Negrotti's experience and understanding with respect to certain accounting and auditing matters. The designation does not impose any duties, obligations or liabilities that are greater than those generally imposed on
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Mr. Negrotti as a member of the Audit Committee and the Board, and it does not affect the duties, obligations or liabilities of any other member of the Board.
Trust and Compliance Committee
The current members of the Trust and Compliance Committee are Messrs. Axelrod (Chair) and Redling and Ms. Wellenbach. The primary responsibilities of the Trust and Compliance Committee are to assist the Board in fulfilling its responsibility in the oversight
management of merchandise trusts and perpetual care trusts (collectively, the "Trusts") and to review and recommend an investment policy for the Trusts, including (i) asset allocation, (ii) acceptable risk levels, (iii) total return or income objectives, (iv) investment
guidelines relating to eligible investments, diversification and concentration restrictions and (v) performance objectives for specific managers or other investments. The Trust and Compliance Committee also oversees matters of non-financial compliance, including our
overall compliance with applicable legal and regulatory requirements.
Compensation, Nominating and Governance Committee
The current members of the Compensation Committee are Messrs. Goldenberg, Hellman and Miller (Chair). The primary responsibilities of the Compensation Committee are to oversee compensation decisions for our non-management directors and executive, as well as
our long-term incentive plan and to select and recommend nominees for election to the Board.
CORPORATE CODE OF BUSINESS CONDUCT AND ETHICS AND CORPORATE GOVERNANCE GUIDELINES
We have adopted a Code of Business Conduct and Ethics which is applicable to all of our directors, officers and employees, including our principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Business
Conduct and Ethics incorporates guidelines designed to deter wrongdoing and to promote honest and ethical conduct and compliance with applicable laws and regulations. If any amendments are made to the Code of Business Conduct and Ethics or if we grant any waiver,
including any implicit waiver, from a provision of the code to any of our financial managers, we will disclose the nature of such amendment or waiver on our website (www.stonemor.com) or in a current report on Form 8-K. We have also adopted Corporate Governance
Guidelines which, together with the Code of Business Conduct and Ethics and our bylaws, constitute the framework for our corporate governance.
The Code of Business Conduct and Ethics and the Corporate Governance Guidelines are publicly available on our website at www.stonemor.com under the “Corporate Governance” section of our “Investors” webpage. Information on our website does not constitute a part
of this Annual Report.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Per the Securities and Exchange Act (as amended, the “Exchange Act”), Section 16(a) (“Section 16(a)”), directors, executive officers and beneficial owners of more than 10% of common units, if any, are required to file reports of ownership and reports of changes in
ownership with the SEC. Our directors of the Board, executive officers and beneficial owners of more than 10% of our common shares are also required to furnish us with copies of all such reports that are filed. Based solely on our review of copies of such forms and
amendments and on written representations from Section 16(a) reporting individuals, we believe that all of the directors of our Board, executive officers and beneficial owners of more than 10% of our common stock filed the required reports on a timely basis under
Section 16(a) during the year ended December 31, 2019, except that:
•
•
•
One Form 4 was not timely filed for each of Martin R. Lautman, Stephen J. Negrotti, Leo J. Pound, Fenton R. Talbott and Patricia D. Wellenbach to report one award of restricted phantom units in connection with the March 2019 board meeting;
One Form 4 was not timely filed for each of Joseph M. Redling, Garry P. Herdler, Jeffrey DiGiovanni, Austin K. So and James Steven Ford to report one deemed sale of units to the Partnership on August 1, 2019 in connection with the withholding of
units in satisfaction of the reporting person’s tax withholding obligations; and
Two additional Forms 4 were not timely filed by Messrs. Redling and So and four additional Forms 4 were not timely filed by Mr. Ford to report a corresponding number of deemed sales of units to the Partnership in connection with the withholding of
units in satisfaction of the reporting person’s tax withholding obligations.
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ITEM 11.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth summary information relating to all compensation awarded to, earned by or paid to the individuals listed in the table below, collectively referred to as our "named executive officers" or “NEOs,” for all services rendered in all capacities to us
during the years noted:
Name and Principal Position
Joseph M. Redling (5)
Chief Executive Officer and President
Jeffrey DiGiovanni (6)
Chief Financial Officer and Senior Vice
President
Garry P. Herdler (7)
Former Chief Financial Officer and Senior
Vice President
James S. Ford (8)
Former Chief Operating Officer
Austin K. So
Senior Vice President, Chief Legal Officer
and Secretary of the Company
Year
2019
2018
2019
2019
2019
2019
2018
Salary
($)
Bonus (1)
($)
Equity
Awards (2)
($)
Option Awards (3)
($)
Non-Equity
Incentive Plan
Compensation
($)
All Other
Compensation (4)
($)
700,000
317,692
275,000
199,038
—
311,538
375,000
375,000
700,000
325,000
175,000
207,692
—
50,000
187,500
200,000
1,036,088
2,910,000
191,500
1,053,250
—
344,700
344,700
313,969
857,173
—
154,291
—
—
—
154,291
—
—
—
—
—
—
—
—
—
796
666
—
468,621
—
405,128
—
2,279
Total
($)
3,294,056
3,553,358
795,791
1,928,601
—
1,111,366
1,061,491
891,248
(1)
(2)
(3)
(4)
(5)
(6)
Represents bonus amounts earned with respect to the applicable year except as otherwise indicated.
Represents the aggregate grant date fair value of equity awards in accordance with ASC 718. In 2019, Messrs. DiGiovanni, Ford, Redling and So received TVUs and PVUs under the 2019 Plan with aggregate grant date fair values of $191,500, $344,700,
$1,036,088 and $344,700, respectively, if the target conditions were met in each of the three vesting periods. The values of these awards would be $222,347, $437,240, $1,554,321 and $437,240, respectively, if the maximum conditions were met in each
of the three vesting periods. The calculation of the aggregate grant date fair value of the equity awards assumes performance conditions for the PVUs were met on the grant date of the equity awards.
Represents the aggregate grant date fair value of option awards in accordance with ASC 718.
All other compensation for 2019 and 2018 include the following personal benefits:
Name
Joseph M. Redling
Garry P. Herdler
James S. Ford
Austin K. So
Year
2019
2018
2019
2019
2019
2018
Airfare
Benefits
($)
Transportation
Other
176
—
234
1,886
—
—
620
162
626
1,113
—
—
—
504
17,261
27,129
—
2,279
Mr. Redling commenced service as our Chief Executive Officer and President on July 18, 2018.
Mr. DiGiovanni commenced service as our Chief Financial Officer and Senior Vice President on September 19, 2019. Prior to September 19, 2019, Mr. DiGiovanni served as our Chief Accounting Officer from September 5, 2018.
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(7)
(8)
Mr. Herdler served as Chief Financial Officer and Senior Vice President from April 15, 2019 to September 18, 2019. Mr. Herdler continued to serve us as a consultant through December 31, 2019. The amount set forth under All Other Compensation for
2019 includes $450,500 Mr. Herdler earned in consulting fees, through ORE Management LLC, from September 18, 2019 to December 31, 2019. For further details on our consulting agreement with Mr. Herdler, see Part III, Item. 11. Executive
Compensation – Agreements with Named Executive Officers.
Mr. Ford served as our Chief Operating Officer until October 1, 2019. The amount set forth under All Other Compensation for 2019 includes $375,000 in severance payments to which Mr. Ford became entitled.”
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2019
The following table sets forth information with respect to outstanding equity awards at December 31, 2019 for our named executive officers:
Name (1)
Joseph M. Redling
Jeffrey DiGiovanni
Austin K. So
(1)
Number of securities
underlying unexercised
options (#) exercisable
—
—
—
Number of securities
underlying unexercised
options (#)
unexercisable
2,500,000
450,000
450,000
Option Awards
Equity Incentive Plan
Awards: Number of
securities underlying
unexercised unearned
options (#)
2,500,000
450,000
450,000
Option Exercise Price
$
Option Expiration Date
1.20
1.20
1.20
12/18/2029
12/18/2029
12/18/2029
Number of
Unearned
Shares, Units
or Other Rights
That Have
Not Vested
(#)
Stock Awards
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($) (2)
515,625
—
—
747,656
—
—
No unvested or unexercised equity awards were held at December 31, 2019 by any named executive officer not listed in this table.
(2)
The market value of this outstanding award has been computed by multiplying the closing price of our common units on December 31, 2019 by the number of unvested units held by Mr. Redling.
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
The following is a summary of certain material provisions of agreements between the Company and our named executive officers.
Joseph M. Redling
Joseph M. Redling and the Company are parties to an employment agreement dated June 29, 2018 pursuant to which Mr. Redling serves as the Chief Executive Officer and Senior Vice President of the Company. Mr. Redling’s initial base salary under the agreement is
$700,000 per year, which base salary is subject to annual review by the Board. Any decrease in base salary shall be made only to the extent we contemporaneously and proportionately decreases the base salaries of all of the Company’s senior executives.
The agreement provides that Mr. Redling is eligible to receive an annual incentive cash bonus with respect to each calendar year of the Company, provided that he will not be eligible to receive such bonus if he is not employed on the last day of the calendar year to which
such bonus relates. The target amount of the cash bonus is 100% of his base salary with respect to the applicable calendar year and is to be based on specific individual and company performance goals established by the Compensation Committee and as described in his
employment agreement. With respect to calendar year 2018, the agreement provides that Mr. Redling was eligible for a pro-rated cash bonus based upon the time Mr. Redling was employed by the Company during calendar year 2018.
The agreement also provided that Mr. Redling was entitled to receive an initial grant of restricted common units in the Partnership of 750,000 units. Such restricted common units will vest, if at all, in equal quarterly installments over the four year period following the date
of grant and will have rights to distributions consistent with fully vested common units in the Partnership. The grant of such restricted common units was made on July 18, 2018, and is subject to such other terms and conditions as are set forth in the Executive Restricted
Unit Agreement entered into between Mr. Redling and the Company at the time of grant. In accordance with the terms of the Merger Agreement, Mr. Redling’s restricted common units that had vested as of the effective date of the C-Corporation Conversion were
converted into common shares, while his unvested restricted common units were converted into restricted common shares and remain subject to the same vesting schedule.
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Under the agreement, Mr. Redling is also entitled to participate in the 2019 Plan for the 2019 calendar year and each calendar year thereafter, to the extent that the Company offers the 2019 Plan to all senior executives of the Company. Mr. Redling’s participation in the
2019 Plan with respect to the 2019 calendar year and each calendar year, if offered by the Company, shall be in an annual amount equal to 150% of his base salary, with 50% of such annual amount vesting in equal annual installments over three years and 50% of the
annual amount vesting based upon attainment of performance goals as determined by the Executive Committee of the Board, in consultation with the Compensation Committee.
If Mr. Redling’s employment is terminated for any reason, Mr. Redling will be entitled to receive the following: (i) any base salary for days actually worked through the date of termination; (ii) reimbursement of all expenses for which Mr. Redling is entitled to be
reimbursed pursuant to the agreement, but for which he has not yet been reimbursed; (iii) any vested accrued benefits under the Company’s employee benefit plans and programs in accordance with the terms of such plans and programs, as accrued through the date of
termination; (iv) vested but unissued equity in the Company; (v) any bonus or other incentive (or portion thereof) for any preceding completed calendar year that has been awarded by the Company to Mr. Redling, but has not been received by him prior to the date of
termination; (vi) accrued but unused vacation, to the extent Mr. Redling is eligible in accordance with the Company’s policies and (vii) any other payment or benefit (other than severance benefits) to which Mr. Redling may be entitled under the applicable terms of any
written plan, program, policy, agreement, or corporate governance document of the Company or any of their successors or assigns.
If Mr. Redling’s employment is terminated by the Company without "Cause" and not for death or “Disability” or by Mr. Redling for "Good Reason" (as such terms are defined in the agreement), and provided that Mr. Redling enters into a release as provided for in the
agreement, Mr. Redling would be entitled to receive, in addition to the benefits described in the preceding paragraph, the following: (i) payment of 1.5 times his base salary for a period of 12 months following the effective date of his termination, to be paid in equal
installments in accordance with the normal payroll practices of the Company, commencing on the 60th day following the date of termination, with the first payment including any amounts not yet paid between the date of termination and the date of the first payment and (ii)
a pro-rata cash bonus for the calendar year in which such termination occurs, if any, determined by the Company (subject to certain the restrictions as set forth above), which shall be paid at the same time that annual incentive cash bonuses are paid to other executives of
the Company, but in no event later than March 15 of the calendar year following the calendar year in which the date of termination occurs.
In the event of a "Change in Control" (as such term is defined in the agreement), all outstanding equity interests granted to Mr. Redling that are subject to time-based vesting provisions and that are not fully vested shall become fully vested as of the date of such Change in
Control. The agreement also includes customary covenants running during Mr. Redling’s employment and for 12 months thereafter prohibiting Mr. Redling from directly or indirectly competing with the Company and from solicitation of employees, directors, officers,
associates, consultants, agents or independent contractors, customers, suppliers, vendors and others having business relationships with the Company. The agreement also contains provisions relating to protection of the Company’s property, its confidential information and
ownership of intellectual property as well as various other covenants and provisions customary for an agreement of this nature.
Jeffrey DiGiovanni
Jeffrey DiGiovanni and the Company are parties to an employment agreement dated September 19, 2019, pursuant to which Mr. DiGiovanni serves as the Chief Financial Officer and Senior Vice President of the Company. Mr. DiGiovanni’s initial base salary under the
agreement is $350,000 per year, which base salary is subject to annual review by the Board. Any decrease in base salary shall be made only to the extent the Company contemporaneously and proportionately decreases the base salaries of all of its senior executives.
The agreement provides that Mr. DiGiovanni is eligible to receive an annual incentive cash bonus with respect to each fiscal year of the Company, provided, except for certain qualifying terminations of employment, that he will not be eligible to receive such bonus if he is
not employed on the last day of the fiscal year to which such bonus relates. The target amount of the cash bonus is 50% of his base salary.
Under the agreement, Mr. DiGiovanni is also entitled to participate in the 2019 Plan to the extent that the Company offers the 2019 Plan to all senior executives of the Company. Mr. DiGiovanni’s participation in the 2019 Plan, if offered by the Company, shall be in an
annual amount equal to 50% of his base salary, with 50% of such annual amount vesting in equal annual installments over three years and 50% of the annual amount vesting based upon attainment of performance goals as determined by the Compensation Committee. To
the extent Mr. DiGiovanni’s employment terminates on account of "Retirement" (as such term is defined in the agreement) during a performance period applicable to a particular 2019 Plan grant, the portion of such 2019 Plan grant that is subject to performance goals shall
be earned pro-rata based on actual performance and the number of months that Mr. DiGiovanni was employed by the Company during the performance period. To be eligible for a pro-rated
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portion of the 2019 Plan grant in the event of a retirement, Mr. DiGiovanni must execute a release substantially in the form attached to his agreement.
If Mr. DiGiovanni’s employment is terminated by the Company for "Cause" or by Mr. DiGiovanni without "Good Reason" or in the event of Mr. DiGiovanni’s death or "Disability" (as such terms are defined in the agreement), Mr. DiGiovanni will be entitled to receive the
following: (i) any base salary for days actually worked through the date of termination; (ii) reimbursement of all expenses for which Mr. DiGiovanni is entitled to be reimbursed pursuant to the agreement, but for which he has not yet been reimbursed; (iii) any vested
accrued benefits under the Company’s employee benefit plans and programs in accordance with the terms of such plans and programs, as accrued through the date of termination; (iv) vested but unissued equity in the Company; (v) any bonus or other incentive (or portion
thereof) for any preceding completed fiscal year that has been awarded by the Company to Mr. DiGiovanni, but has not been received by him prior to the date of termination; and (vi) accrued but unused vacation, to the extent Mr. DiGiovanni is eligible in accordance with
the Company’s policies.
If Mr. DiGiovanni’s employment is terminated by the Company without "Cause" or by Mr. DiGiovanni for "Good Reason" (as such terms are defined in the agreement), and provided that Mr. DiGiovanni enters into a release as provided for in the agreement, Mr.
DiGiovanni would be entitled to receive, in addition to the benefits described in the preceding paragraph, the following: (i) payment of his base salary for a period of 12 months following the effective date of his termination, to be paid in equal installments in accordance
with the normal payroll practices of the Company, commencing on the Company’s first payroll date following the expiration of the release revocation period, with the first payment including any amounts not yet paid between the date of termination and the date of the first
payment and (ii) a pro-rata cash bonus for the fiscal year in which such termination occurs, if any, determined by the Company (subject to certain the restrictions as set forth above), which shall be paid at the same time that annual incentive cash bonuses are paid to other
executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which the date of termination occurs.
In the event of a "Change in Control" (as such term is defined in the agreement), all outstanding equity interests granted to Mr. DiGiovanni that are subject to time-based vesting provisions and that are not fully vested shall become fully vested as of the date of such Change
in Control. The agreement also includes customary covenants running during Mr. DiGiovanni’s employment and for 12 months thereafter prohibiting Mr. DiGiovanni from directly or indirectly competing with the Company and from solicitation of employees, directors,
officers, associates, consultants, agents or independent contractors, customers, suppliers, vendors and others having business relationships with the Company. The agreement also contains provisions relating to protection of the Company’s property, its confidential
information and ownership of intellectual property as well as various other covenants and provisions customary for an agreement of this nature.
Austin K. So
In May 2016, Mr. So entered into a letter agreement with the Company, pursuant to which Mr. So serves as the Senior Vice President, Chief Legal Officer and Secretary of the Company. The letter agreement provided that Mr. So would receive an annual base salary of
$275,000. Pursuant to the letter agreement, Mr. So was also eligible to receive, subject to mutually agreed terms and conditions: (i) an annual incentive bonus, with a target bonus equal to 25% of his annual base salary; (ii) an annual equity incentive award targeted at 25%
of Mr. So’s base salary, which was subsequently increased to 50% in the discretion of the Compensation Committee; and (iii) salary continuation for a period of 6 months in case of Mr. So’s termination without cause, provided that he has been employed with the Company
for a period of at least 12 months, but less than 24 months. Mr. So also entered into a Confidentiality, Nondisclosure, and Restrictive Covenant Agreement with the Company, which contains customary non-solicitation, non-competition and confidentiality covenants.
In January 2017, Mr. So entered into a letter agreement with the Company which provided that, effective as of February 1, 2017, his annual base salary increased to $375,000. In addition, Mr. So received a cash bonus of $100,000 in connection with the execution of this
letter agreement. The letter agreement also provides that Mr. So was eligible to receive a quarterly retention bonus of $50,000 per quarter, payable in cash after the end of each quarter in 2017, and a quarterly retention bonus of $25,000 per quarter, payable in cash after the
end of each quarter in 2018, provided that he remained employed by the Company on the day the Company was obligated to pay the applicable retention bonus.
On June 15, 2018, Mr. So and the Company entered into an employment agreement pursuant to which Mr. So continues to serve as Senior Vice President, Chief Legal Officer and Secretary of the Company. The agreement superseded the letter agreements described above.
Mr. So’s base salary under the agreement remains $375,000 per year, which base salary is subject to annual review by the Board. Any decrease in base salary shall be made only to the extent the Company contemporaneously and proportionately decreases the base salaries
of all of its senior executives.
The agreement provides that Mr. So is eligible to receive an annual incentive cash bonus with respect to each fiscal year of the Company, provided that, except for certain qualifying terminations of employment, he will not be eligible to receive such bonus if he is not
employed on the last day of the fiscal year to which such bonus relate. The amount of the cash bonus will be
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targeted at 50% of his base salary with respect to the applicable fiscal year. Mr. So remained entitled to receive a quarterly retention bonus of $25,000 per quarter, payable in cash after the end of each quarter in 2018, provided that he was employed by the Company on the
day the Company paid the applicable retention bonus.
Under the agreement, Mr. So is also entitled to participate in the 2019 Plan to the extent that the Company offers the 2019 Plan to all senior executives of the Company. Mr. So’s participation in the 2019 Plan, if offered by the Company, shall be in an annual amount equal
to 50% of his base salary, with 50% of such annual amount vesting in equal annual installments over three years and 50% of the annual amount vesting based upon attainment of performance goals as determined by the Compensation Committee. To the extent Mr. So’s
employment terminates on account of "Retirement" (as such term is defined in the agreement) during a performance period applicable to a particular 2019 Plan grant, the portion of such 2019 Plan grant that is subject to performance goals shall be earned pro-rata based on
actual performance and the number of months that Mr. So was employed by the Company during the performance period. To be eligible for a pro-rated portion of the 2019 Plan grant in the event of a retirement, Mr. So must execute a release substantially in the form
attached to his agreement.
If Mr. So’s employment is terminated by the Company for "Cause" or by Mr. So without "Good Reason" or in the event of Mr. So’s death or "Disability" (as such terms are defined in the agreement), Mr. So will be entitled to receive the following: (i) any base salary for
days actually worked through the date of termination; (ii) reimbursement of all expenses for which Mr. So is entitled to be reimbursed pursuant to the agreement, but for which he has not yet been reimbursed; (iii) any vested accrued benefits under the Company’s employee
benefit plans and programs in accordance with the terms of such plans and programs, as accrued through the date of termination; (iv) vested but unissued equity in the Company; (v) any bonus or other incentive (or portion thereof) for any preceding completed fiscal year
that has been awarded by the Company to Mr. So, but has not been received by him prior to the date of termination; and (vi) accrued but unused vacation, to the extent Mr. So is eligible in accordance with the Company’s policies.
If Mr. So’s employment is terminated by the Company without "Cause" or by Mr. So for "Good Reason" (as such terms are defined in the agreement), and provided that Mr. So enters into a release as provided for in the agreement, Mr. So would be entitled to receive, in
addition to the benefits described in the preceding paragraph, the following: (i) payment of his base salary for a period of 12 months following the effective date of his termination, to be paid in equal installments in accordance with the normal payroll practices of the
Company, commencing on the Company’s first payroll date following the expiration of the release revocation period, with the first payment including any amounts not yet paid between the date of termination and the date of the first payment and (ii) a pro-rata cash bonus
for the fiscal year in which such termination occurs, if any, determined by the Company (subject to certain the restrictions as set forth above), which shall be paid at the same time that annual incentive cash bonuses are paid to other executives of the Company, but in no
event later than March 15 of the fiscal year following the fiscal year in which the date of termination occurs.
In the event of a "Change in Control" (as such term is defined in the agreement), all outstanding equity interests granted to Mr. So that are subject to time-based vesting provisions and that are not fully vested shall become fully vested as of the date of such Change in
Control. The agreement also includes customary covenants running during Mr. So’s employment and for 12 months thereafter prohibiting Mr. So from directly or indirectly competing with the Company and from solicitation of employees, directors, officers, associates,
consultants, agents or independent contractors, customers, suppliers, vendors and others having business relationships with the Company. The agreement also contains provisions relating to protection of the Company’s property, its confidential information and ownership
of intellectual property as well as various other covenants and provisions customary for an agreement of this nature.
Garry P. Herdler
Garry P. Herdler and the Company were parties to an employment agreement effective as of April 15, 2019 pursuant to which Mr. Herdler served as Chief Financial Officer and Senior Vice President of the Company. Mr. Herdler ceased serving as Chief Financial Officer
and Senior Vice President of the Company effective September 19, 2019. Mr. Herdler’s initial base salary under his employment agreement with the Company was $450,000 per year.
The employment agreement provided that Mr. Herdler was eligible to receive an annual incentive cash bonus with respect to each fiscal year of the Company targeted at 75% of his base salary, provided, except for certain qualifying terminations of employment, that he
would not be eligible to receive such bonus if he was not employed on the last day of the fiscal year to which such bonus related and, further, he would not be eligible for such bonus unless other senior executives of the Company had also earned a bonus for such fiscal
year. Notwithstanding the foregoing, the bonus paid to Mr. Herdler for calendar year 2019 was not to be less than $202,500 (less any taxes and other applicable withholdings), with such minimum amount earned and payable in three equal installments on July 1, September
1 and December 1 of 2019; provided, that in order to receive each of the foregoing installment payments, Mr. Herdler must have been employed by the Company on the applicable installment payment date. In accordance with his severance agreement with the Company,
Mr. Herdler received the final installment of the
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minimum bonus that was payable on December 1, 2019, in the gross amount of $67,500, less any taxes and other applicable withholdings.
Under the employment agreement, Mr. Herdler was also entitled to participate in the Company’s long-term incentive plan for the 2019 fiscal year and each fiscal year thereafter, to the extent that the Company offered the 2019 Plan to all of its senior executives. Mr.
Herdler’s participation in the 2019 Plan with respect to the 2018 fiscal year resulted in a grant of 275,000 restricted units, which vested in its entirety on June 27, 2019. The Company also agreed to reimburse Mr. Herdler for the cost of a supplemental directors’ and
officers’ insurance policy for up to $5,000,000 in aggregate coverage.
The employment agreement provided for certain benefits if Mr. Herdler’s employment was terminated by the Company with or without "Cause" or by Mr. Herdler with or without "Good Reason" or in the event of Mr. Herdler’s death or "Disability" of a "Change in
Control" (as such terms are defined in the agreement).
The employment agreement also contained various other covenants and provisions customary for an employment agreement of this nature.
In connection with the cessation of Mr. Herdler’s service as Chief Financial Officer and Senior Vice President of the Company, the Company entered into a Consulting Agreement effective September 23, 2019 (the “Consulting Agreement”) with his management company,
ORE Management LLC (the “Consultant”) pursuant to which the Consultant agreed to cause Mr. Herdler (a) to work with the turnaround consultants previously engaged by the Company to assist such consultants in their validation of the Company’s previously developed
performance improvement plan with accelerated cost reductions to be implemented in the second half of 2019 and in 2020, (b) to work with such consultants and the Company to develop a comprehensive written action plan and strategy (the “Plan”) to implement the
annualized cost reduction targets identified by such consultants and (c) to perform other services related to the development and implementation of the Plan as may be directed by the President and Chief Executive Officer of the Company. During the 14-week term of the
Consulting Agreement, the Consultant received a bi-weekly consulting fee of $21,500. If Consultant delivered a Plan during the term of the Consulting Agreement reflecting at least $10 million in projected annualized cost reductions that was validated by the Company’s
turnaround consultants and approved by the Company, then the Consultant was eligible to receive an additional fee ranging from $100,000 to $300,000 based on the projected annualized cost reductions, one-time cost reductions and cash collateral reductions (the
“Projected Cost Reductions”) set forth in the Plan. Pursuant to this provision, the Consultant received an additional fee of $300,000.
In connection with entering into the Consulting Agreement, Mr. Herdler and the Company also entered into a Severance Agreement and General Release and Waiver of Claims on September 19, 2019 pursuant to which, in consideration for the Company agreeing to pay the
final $67,500 installment of his 2019 bonus, maintain certain directors’ and officers’ liability insurance under which Mr. Herdler is an insured and enter into the Consulting Agreement, Mr. Herdler released and discharged the Company and certain other persons and entities
from any claims, liabilities and causes of action, whether known or unknown.
James S. Ford
James S. Ford and the Company were parties to an employment agreement effective as of March 1, 2018 pursuant to which Mr. Ford served as Chief Operating Officer and Senior Vice President of the Company. Mr. Ford retired as Chief Operating Officer and Senior Vice
President of the Company effective October 1, 2019. Mr. Ford’s initial base salary under his employment agreement with the Company was $375,000 per year.
The employment agreement provided that Mr. Ford was eligible to receive an annual incentive cash bonus with respect to each fiscal year of the Company, provided, except for certain qualifying terminations of employment, that he would not be eligible to receive such
bonus if he was not employed on the last day of the fiscal year to which such bonus relates and, further, he would not be eligible for such bonus unless other senior executives of the Company had also earned a bonus for such fiscal year. The amount of the cash bonus was
targeted at 50% of his base salary with respect to the applicable fiscal year. Mr. Ford was entitled to a payment of a pro-rata bonus for fiscal year 2019, if any, to be paid at the same time that annual incentive cash bonuses are paid to other current executives of the
Company.
Under the employment agreement, Mr. Ford was also entitled to participate in the Company’s long-term incentive plan for the 2018 fiscal year and each fiscal year thereafter, to the extent that the Company offered the 2019 Plan (as defined herein) to all of its senior
executives, and his employment agreement provided for a grant of 16,393 restricted units in the Company that were to vest in equal monthly installments over a two year period. Under the employment agreement, Mr. Ford’s participation in the 2019 Plan was to be in an
annual amount equal to 50% of Mr. Ford’s base salary, with 50% of such annual amount vesting in equal annual installments over three years and 50% of the annual amount vesting based upon attainment of
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performance goals as determined by the Compensation Committee. Mr. Ford’s participation in the 2018 Plan with respect to the 2018 and 2018 fiscal years resulted in a cumulative grant of 16,393 restricted units and 136,906 phantom units in the Company; however, the
unvested portion of his restricted unit award, equivalent to 3,415 units, was forfeited effective upon Mr. Ford’s resignation.
The employment agreement also provided that Mr. Ford was entitled to relocation benefits, including reimbursement of Mr. Ford’s (i) relocation expenses, (ii) closing costs for the purchase of a home as a result of Mr. Ford’s relocation and (iii) travel expenses associated
with up to eight visits by Mr. Ford to his then-current residence and for up to four visits by Mr. Ford’s wife to the Philadelphia area during the first 150 days after the effective date of Mr. Ford’s employment agreement with the Company.
The employment agreement provided for certain benefits if Mr. Ford’s employment was terminated by the Company with or without "Cause" or by Mr. Ford with or without "Good Reason" or in the event of Mr. Ford’s death or "Disability" of a "Change in Control" (as
such terms are defined in the agreement). In connection with Mr. Ford’s voluntary separation, the Company agreed to provide Mr. Ford with (a) payment of Mr. Ford’s base salary for a period of 12 months following effective date of Mr. Ford’s termination, to be paid in
equal installments in accordance with the normal payroll practices of the Company over a period of 12 months, commencing on the Company’s first regularly scheduled payroll that is at least 10 days following the expiration of the seven day revocation period set forth in
the General Release and Waiver of Claims between Mr. Ford and the Company (with the first payment to include all installments that would have been paid had such installments commenced immediately following the Separation Date (as defined in Mr. Ford’s separation
agreement with the Company), if any; and (b) payment of a pro-rata Bonus for Fiscal Year 2019, if any, determined by the Company and subject to the restrictions as set forth in Section 3(b)(i) of Mr. Ford’s employment agreement with the Company, which shall be paid at
the same time that annual incentive cash bonuses are paid to other executives of the Company.
The employment agreement also included customary covenants running during Mr. Ford’s employment and for 12 months thereafter prohibiting Mr. Ford from directly or indirectly competing with the Company and from solicitation of employees, directors, officers,
associates, consultants, agents or independent contractors, customers, suppliers, vendors and others having business relationships with the Company. The employment agreement also contained provisions relating to protection of the Company’s property, its confidential
information and ownership of intellectual property as well as various other covenants and provisions customary for an employment agreement of this nature.
In connection with the announcement of Mr. Ford’s departure from the Company, he and the Company entered into a Separation Agreement on September 17, 2019 pursuant to which Mr. Ford was entitled to receive, in addition to payment of amounts due under his
employment agreement that had accrued as of his departure date, 12 months of base salary as in effect on his departure date, payable in equal installments in accordance with our normal payroll practices, and a prorated portion of any 2019 bonus, payable at such time as
2019 bonuses, if any, are paid to our other senior executives.
DIRECTOR COMPENSATION
Name (1)
Andrew Axelrod (3)
Spencer E. Goldenberg (3)
Robert B. Hellman
Martin R. Lautman, Ph.D.(3)
David Miller (3)
Stephen J. Negrotti
Leo J. Pound (3)
Robert A. Sick (3)
Fenton R. Talbott (3)
Patricia D. Wellenbach
Fees Earned or
Paid in Cash
($)
Stock Awards
($) (2)
All Other
Compensation
($)
Total
($)
37,625
35,500
74,250
22,000
38,500
154,250
20,000
28,000
35,000
142,500
10,000
10,000
—
25,000
10,000
20,000
10,000
—
10,000
20,000
—
—
—
—
—
—
—
—
—
—
47,625
45,500
74,250
47,000
48,500
174,250
30,000
28,000
45,000
162,500
(1)
Each director denoted was entitled to an annual retainer of $80,000, which could be received in cash, restricted phantom units or a combination of cash and restricted phantom units at the director’s election. A minimum of $20,000 of the $80,000 annual
retainer payable to each director was required to be deferred and credited quarterly, in the form of restricted phantom units to each director, except for Messrs. Hellman and Sick. Messrs. Hellman and Sick were not subject to the restricted phantom unit
retainer clause, as they were both affiliates of AIM, a former member of StoneMor GP. In addition to the retainers, the same directors were entitled to a meeting fee of $2,000 for each meeting of the board of directors attended in person and $1,500 for
each committee meeting attended in person, a fee of $500
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for participation by telephone in any board or committee meeting that was greater than one hour, but less than two hours, and $1,000 for participation by telephone in any board or committee meeting that was two hours or more. In addition, Mr. Negrotti
received an annual retainer of $15,000 as Chairman of our Audit Committee, Messrs. Miller and Sick received an annual retainer of $10,000 for serving as Chairman of our Compensation Committee and Messrs. Axelrod and Hellman received an annual
retainer of $2,500 for serving as Chairman of our Trust and Compliance Committee. Mr. Negrotti and Ms. Wellenbach were paid a fee of $75,000 for serving on the Conflicts Committee. Each director’s annual retainer and committee chair fees were
prorated to reflect the length of time in which they sat on our Board and/or chaired one of our Board’s committees. Lastly, each director is entitled to receive restricted phantom shares pursuant to their distribution equivalent rights. The cash amounts
shown in the table above are those that were earned in 2019, as well as $10,000 of board fees earned in 2018 but paid in 2019. $16,000 of the cash amounts earned in 2019 were paid in January 2020.
The shares of restricted phantom common stock awarded as retainer compensation are credited to a mandatory deferred compensation account established for each such person. In addition, for each restricted phantom share in such account, the Company
credits the account, solely in additional restricted phantom shares, an amount of distribution equivalent rights so as to provide the restricted phantom shareholders a means of participating on a one-for-one basis in distributions made to holders of our
common shares. Payments of the participant’s mandatory deferred compensation account will be made on the earliest of (i) separation of the participant from service as a director, (ii) disability, (iii) unforeseeable emergency, (iv) death or (v) change of
control of the Company. Any such payment will be made at the Company’s election in the Company’s common shares or cash.
Messrs. Lautman, Pound, Sick and Talbott resigned as director of the Company effective June 26, 2019, immediately prior to the consummation of the Recapitalization Transactions, and Messrs. Axelrod, Goldenberg and Miller were appointed as
directors of the Company at the same time.
(2)
(3)
LONG-TERM INCENTIVE PLANS
The Board previously adopted the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the “2014 Plan”). Effective August 22, 2018, the Board amended and restated the 2014 Plan (the “2018 Plan”). On March 27, 2019, the Board amended and restated the 2018 Plan
(the “2019 Plan”) to (i) increase the number of common units of the Partnership reserved for issuance under the 2019 Plan and (ii) make certain other clarifying changes and updates to the 2019 Plan. The 2019 Plan permitted the grant of awards covering a total of
4,000,000 common units of the Partnership. A “unit” under the 2019 Plan was defined as a common unit of the Partnership and such other securities as may be substituted or resubstituted for common units of the Partnership, including but not limited to shares of the
Company’s common shares.
On December 18, 2019, the Board approved an amendment to the 2019 Plan to increase to 8,500,000 the number of common units of the Partnership authorized for issuance thereunder. On December 31, 2019, the Board approved the assumption of the 2019 Plan and all
outstanding awards thereunder by the Company. The 2019 Plan is intended to promote the interests of the Company by providing to employees, consultants and directors of the Company incentive compensation awards to encourage superior performance and enhance the
Company’s ability to attract and retain the services of individuals who are essential for its growth and profitability and to encourage them to devote their best efforts to advancing the Company’s business.
Subject to adjustments due to recapitalization or reorganization, the maximum aggregate number of common shares which may be issued pursuant to all awards under the 2019 Plan is 8,500,000. Common shares withheld from an award or surrendered by a recipient to
satisfy certain tax withholding obligations of the Company or in connection with the payment of an exercise price with respect to an award will not be considered to be common shares delivered under the 2019 Plan. If any award is forfeited, canceled, exercised, settled in
cash or otherwise terminates or expires without the actual delivery of common shares pursuant to the award, the common shares subject to such award will be available again for awards under the 2019 Plan.
The 2019 Plan is administered by the Compensation Committee. The Compensation Committee has full power and authority to: (i) designate participants; (ii) determine the type or types of awards to be granted to a participant; (iii) determine the number of common shares
to be covered by awards; (iv) determine the terms and conditions of any award, including, without limitation, provisions relating to acceleration of vesting or waiver of forfeiture restrictions; (v) determine whether, to what extent, and under what circumstances awards may
be vested, settled, exercised, canceled or forfeited; (vi) interpret and administer the 2019 Plan and any instrument or agreement relating to an award made under the 2019 Plan; (vii) establish, amend, suspend or waive such rules and regulations and delegate to and appoint
such agents as it deems appropriate for the proper administration of the 2019 Plan; and (viii) make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the 2019 Plan. The
Compensation Committee may correct any defect or supply any omission or reconcile any inconsistency in the 2019 Plan or an award agreement as the Compensation Committee deems necessary or appropriate.
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Awards under the 2019 Plan may be in the form of: (i) phantom units; (ii) restricted units (including unit distribution rights, referred to as "UDRs"); (iii) options; (iv) unit appreciation rights (“UARs”); (v) distribution equivalent rights (“DERs”); (vi) substitute awards;
(vii) performance awards; (viii) unit awards; (ix) cash awards and (x) other unit-based awards. Awards under the 2019 Plan may be granted either alone or in addition to, in tandem with, or in substitution for any other award granted under the 2019 Plan or any other plan of
the Company. Awards granted in addition to or in tandem with other awards may be granted at either the same time as or at a different time from the other award. If an award is granted in substitution or exchange for another award, the Compensation Committee shall
require the recipient to surrender the original award in consideration for the grant of the new award. Awards under the 2019 Plan may be granted in lieu of cash compensation. Summaries of the different types of awards are provided below:
Phantom Unit Award
A phantom unit award entitles the grantee to receive one common share upon the vesting of each phantom unit or, at the discretion of our Compensation Committee, the cash equivalent of the fair market value of one common share (or a combination of such cash or
common shares) for each phantom unit. The Compensation Committee determines the number of phantom units to be granted, the period of time when the phantom units are subject to forfeiture, 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, including whether DERs are granted with respect to phantom units.
Restricted Unit Award
A restricted unit award entitles the grantee to receive one common share per restricted unit awarded. The awarded units are 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 forfeiture, 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 practicable following the vesting of a restricted unit, the participant is entitled to
receive a certificate evidencing ownership of one common share per unit awarded or to have the restrictions removed from any common share certificate that may have previously been delivered so that the common share 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 Company’s common shares. 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.
UDR
A UDR is a distribution made by us with respect to a restricted unit. At the discretion of the Compensation Committee, a grant of restricted units may also provide for a UDR, which may be subject to the same forfeiture and other restrictions as the restricted units. If
restricted, the distributions will be held, without interest, until the restricted unit vests or is forfeited with the UDR being paid or forfeited at the same time, as the case may be. The Compensation Committee may also provide that distributions be used to acquire additional
restricted units. When there is no restriction on the UDRs, UDRs will be paid to the holder of the restricted unit without restriction at the same time as cash distributions are paid by the Company.
Option Award
An option award confers on the grantee the right to purchase common shares at a specified exercise price during specified time periods. The Compensation Committee determines the number of common shares underlying each option, whether DERs are also to be granted
with the option, and the exercise price and the conditions and limitations applicable to the exercise of the option.
UAR
A UAR entitles the grantee to receive, in cash or common shares. An amount equal to the excess of the fair market value of one common share on the exercise date of the UAR over the exercise price of the UAR, which may be paid in cash or common shares at the
discretion of the Compensation Committee. The Compensation Committee determines the number of common shares to be covered by each grant, whether DERs are granted with respect to such UAR, and the exercise price and the conditions and the limitations applicable
to the exercise of the UAR, which may include accelerated vesting upon the achievement of certain performance goals.
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DER
A DER entitles the grantee to receive an amount, payable either in cash, common shares and/or phantom shares at the discretion of the Compensation Committee, equal to the distributions or dividends we make with respect to a common share during the period the award
is outstanding. At the discretion of the Compensation Committee, any award, other than a restricted unit or unit award, may include a tandem grant of DERs, which may provide that the DERs will be paid directly to the participant, be reinvested into additional awards, be
credited to an account subject to the same restrictions as the tandem award, if any, or be subject to such other provisions and restrictions as determined by the Compensation Committee. The Compensation Committee may also grant DERs as stand-alone awards.
Substitute Awards
Awards may be granted under the 2019 Plan in substitution for similar awards held by individuals who become participants of the 2019 Plan as a result of a merger or other transaction with the Company.
Performance Award
A performance award is an award under which the participant’s right to receive a grant and to exercise or receive a settlement of any award and the vesting or timing of such award is subject to performance conditions specified by the Compensation Committee.
Performance conditions consist of one or more business criteria or individual performance criteria and a targeted level or levels of performance with respect to each criterion, as determined by the Compensation Committee. The achievement of performance conditions shall
be measured over a performance period of up to ten years, as specified by the Compensation Committee. At the end of the applicable performance period, the Compensation Committee shall determine the amount, if any, of the potential performance award to which the
recipient is entitled. The settlement of a performance award shall be in cash, common shares or other awards or property at the discretion of the Compensation Committee.
Unit Award
A unit award is a grant of one common share, which is not subject to a restricted period during which the award remains subject to forfeiture or is either not exercisable by or payable to the recipient of the award. Unit awards are granted at the discretion of the
Compensation Committee as a bonus or additional compensation or in lieu of cash compensation the recipient would otherwise be entitled to receive, in such amounts as the Compensation Committee determines to be appropriate.
Other Awards and Cash Awards
Other awards, denominated or payable in, valued in whole or in part by reference to or otherwise based on, or settled in, common shares, may be granted by the Compensation Committee, including convertible or exchangeable debt securities, other rights convertible or
exchangeable into common shares, purchase rights for common shares and awards with value and payment contingent upon performance of the Company or any other factors designated by the Compensation Committee and awards valued by reference to the book value of
the Company’s common shares or the value of securities of or the performance of specified affiliates of the Company. The Compensation Committee determines the terms and conditions of such other equity awards. Additionally, cash awards may also be granted by the
Compensation Committee, either as an element of, or supplement to, another award or independent of another award.
Change in Control
Upon a change of control of the Company, the Compensation Committee may undertake one or more of the following actions, which may vary among individual holders and awards: (i) remove forfeiture restrictions on any award; (ii) accelerate the time of exercisability or
lapse of a restricted period; (iii) provide for cash payment with respect to outstanding awards by requiring the mandatory surrender of all or some of outstanding awards; (iv) cancel awards that remain subject to a restricted period without payment to the recipient of the
award; or (v) make certain adjustments to outstanding awards as the Compensation Committee deems appropriate.
If a director’s membership on the Board terminates for any reason, or an employee’s employment with the Company terminates for any reason, his or her unvested awards will be automatically forfeited unless, and then only to the extent that, our Compensation Committee
or grant agreements provide otherwise.
The 2019 Plan became effective on the date of its approval by the Board as of December 18, 2019. The 2019 Plan will continue in effect until the earliest of (i) the date determined by the Board; (ii) the date that all common shares available under the 2019 Plan have been
delivered to participants; or (iii) the tenth anniversary of the approval of the 2019 Plan by the Board. The
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authority of the Board or the Compensation Committee to amend or terminate any award granted prior to such termination, as well as the awards themselves, will extend beyond such termination date.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table shows the amount and percentage of the outstanding shares of our common stock that each of our named executive officers, each of our directors, each person whom we believe beneficial owns 5% or more of the outstanding shares of our common
stock and all of our directors and executive officers as a group as of March 1, 2020. Unless otherwise indicated, the beneficial owner named in the table is deemed to have sole voting and sole dispositive power of the shares of common stock set forth opposite such
beneficial owner’s name.
Name of Beneficial Owner
Position
Amount of
Beneficial
Ownership
Percent
of Class
President, Chief Executive Officer and a Director
Chief Financial Officer and Senior Vice President
Joseph M. Redling (1)
Jeffrey DiGiovanni
Garry P. Herdler
Austin K. So
James S. Ford
Robert B. Hellman, Jr. (2)(3)
Spencer E. Goldenberg
Stephen J. Negrotti
Andrew Axelrod (4)(5)
David Miller
Patricia D. Wellenbach
All current directors and executive officers as a group (10 persons)
Axar Capital Management, LP (1330 Avenue of the Americas, 30th Floor, New York, NY 10019) (5)
StoneMor GP Holdings, LLC (950 Tower Lane, Suite 800, Foster City, CA 94464) (4)
Mangrove Partners Master Fund Ltd. (c/o Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands KY1-1104) (6)
Former Chief Financial Officer and Senior Vice President
Senior Vice President, Chief Legal Officer and Secretary
Former Chief Operating Officer
Director
Director
Director
Director
Director
Director
1,003,301
40,349
205,021
114,267
119,887
7,505,698
—
13,584
49,517,272
905,945
6,064
59,106,480
49,517,272
5,099,969
10,294,832
1.1%
*
*
*
*
7.9%
*
*
52.4%
1.0%
*
62.6%
52.4%
5.4%
10.9%
*
(1)
(2)
(3)
(4)
(5)
(6)
Less than one percent
Excludes 421,875 shares of restricted common stock included in the award of 750,000 restricted common units granted to Mr. Redling that will not vest within 60 days of March 1, 2020, as these unvested shares of restricted common stock confer no common
stockholder rights to Mr. Redling.
Mr. Hellman’s beneficial ownership includes 41,567 shares of common stock held by Mr. Hellman directly, 5,099,969 shares of common stock held by StoneMor GP Holdings, LLC and 2,364,162 shares of common stock held by ACII. AUH is the sole
manager of ACII. Messrs. Matthew P. Carbone and Robert B. Hellman Jr. are managing members of AUH, collectively referred to as the "managing members." The managing members may be deemed to share voting and dispositive power over the common
stock held by ACII. ACII is owned by its members: AIM II, AIM FFII and AIM II StoneMor. AIM II StoneMor is owned by AIM Management II and AIM II Offshore. AIM Management II is the general partner of AIM II, AIM FFII and AIM II Offshore.
Mr. Hellman is a managing member of AIM Management II and the president of AIM II StoneMor.
Information other than percentage of class beneficially owned is based on a Schedule 13D/A filed on January 3, 2020.
Represents shares beneficially owned by Axar Capital Management, LP as investment manager for certain funds and managed accounts with respect to the shares they hold. Mr. Axelrod is the sole member of Axar GP, LLC, the general partner of Axar Capital
Management, LP.
Information other than percentage of class beneficially owned is based on a Schedule 13D/A filed on January 2, 2020.
Information other than percentage of class beneficially owned is based on a Schedule 13G filed on January 3, 2020.
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EQUITY COMPENSATION PLAN INFORMATION
The following table details information regarding the 2019 Plan as of December 31, 2019:
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders—2019 Plan
Total
(1)
Excludes 43,594 phantom shares and 515,625 restricted shares awarded under the 2019 Plan.
(a)
Number of
securities to
be issued upon
exercise of
outstanding
options, warrants
and rights
(b)
Weighted
average exercise
price of
outstanding
options, warrants
and rights
$(1)
(c)
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))
—
6,059,219
6,059,219
$
$
—
1.20
1.20
—
986,552
986,552
For more information related to our 2019 Plan, see Note 14, Long Term Incentive Plan to our consolidated financial statements in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
INDEPENDENCE OF DIRECTORS
For a list of our directors as of March 1, 2020, see Part III, Item 10, Directors, Executive Officers and Corporate Governance in this Annual Report. Our Board has concluded that all of our directors other than Andrew M. Axelrod and Joseph M. Redling, and all of the
members of our Audit Committee and our Compensation Committee, are independent within the meaning of the NYSE listing standards.
RELATED PARTY TRANSACTIONS POLICY AND PROCEDURES
Prior to consummation of the Merger on December 31, 2019, the Board had established a Conflicts Committee, which was authorized to exercise all of the power and authority of the Board in connection with investigating, reviewing and acting on matters referred or
disclosed to it where a conflict of interest exists or arises and performing such other functions as the Board may assign to the Conflicts Committee from time to time. The Conflicts Committee was responsible for reviewing all matters involving a conflict of interest
submitted to it by the Board or as required by any written agreement involving a conflict of interest to which we are a party. In reviewing any transaction or proposed transaction, the Conflicts Committee determined whether the transaction complied with our policies on
conflicts of interests.
Effective upon consummation of the Merger, the Board adopted a new charter for the Audit Committee. As set forth in that charter, it is our policy that we will not enter into any transaction that would need to be disclosed in this Item 13 unless the Audit Committee or
another independent body of the Board first reviewed and approved the transaction.
As of March 1, 2020, Axar beneficially owns 52.4% of our outstanding common stock, which constitutes a majority of our outstanding common stock. As a result, we are a “controlled company” within the meaning of NYSE corporate governance standards. For discussion
on certain risks and uncertainties attributable to us being a controlled company, see Part I, Item 1A. Risk Factors of this Annual Report.
On February 4, 2019, the Partnership entered into the Eighth Amendment and Wavier to Credit Agreement with, among other parties, certain funds affiliated with Axar Capital Management, LP (collectively, the “Axar Lenders”) pursuant to which, among other things, the
Axar Lenders agreed to provide an up to $35.0 million bridge financing in the form of a Tranche B Revolving Credit Facility (the “Tranche B Facility”). Borrowings under the financing arrangement including the Tranche B Facility were collateralized by a perfected first
priority security interest in substantially all assets of the Partnership and the other borrowers thereunder held for the benefit of the existing Tranche A Revolving Lenders and bore interest at a fixed rate of 8.0%. Borrowings under the Tranche B Facility on original date
thereof were subject to an original issue discount in the amount of $0.7 million, which was recorded as original issue discount, and the Partnership paid 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
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term of the financing arrangement. As of the date of the transaction, funds and/or managed accounts for which Axar Capital Management, LP served as investment manager (collectively, the “Axar Vehicles”) beneficially owned approximately 19.5% of the Partnership’s
outstanding common units. The highest outstanding principal amount under the Tranche B Facility during 2019 was $35.0 million, all of which was repaid (together with interest, including the original issue discount, in the amount of $2.2 million, in connection with the
Recapitalization Transactions.
On June 27, 2019, the Axar Vehicles, David Miller and certain other investors (individually a “Purchaser” and collectively the “Purchasers”) and the Company 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”) at a purchase price of $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. The Axar Vehicles purchased an aggregate of 39,764,492 Preferred Units for an aggregate purchase price of $43.9 million and David Miller
purchased an aggregate of 996,377 Preferred Units for an aggregate purchase price of $1.1 million. Immediately prior to consummation of the Preferred Offering, Andrew M. Axelrod, the sole member of Axar GP, LLC, the general partner of Axar Capital Management,
LP, and Mr. Miller were appointed directors of the Partnership’s general partner.
On June 27, 2019, the Partnership also consummated a private placement of $385.0 million of 9.875%/11.500% Senior Secured PIK Toggle Notes due 2024 to certain financial institutions (collectively with the Preferred Offering, the “Recapitalization Transactions”)
pursuant to the terms of an indenture dated June 27, 2019 by and among the Company, Cornerstone Family Services of West Virginia Subsidiary, Inc. (collectively with the Company, the “Issuers”), certain direct and indirect subsidiaries of the Company (as guarantors), the
initial purchasers party thereto and Wilmington Trust, National Association, as trustee. A portion of the net proceeds of the Recapitalization Transactions were used to repay the outstanding principal balance of and accrued and unpaid interest on the Tranche B Facility with
the Axar Lenders.
On October 25, 2019, the Partnership completed the Rights Offering. In accordance with the terms of the Preferred Units as set forth in the Partnership’s Third Amended and Restated Agreement of Limited Partnership dated as of June 27, 2019, the gross proceeds from the
Rights Offering were used to redeem an aggregate of 3,039,380 Preferred Units at a redemption price of $1.20 per Preferred Unit, including (i) 1,921,135 Preferred Units redeemed from the Axar Vehicles for an aggregate redemption price of $2,305,362 and (ii) 90,432
Preferred Units redeemed from the David Miller for an aggregate redemption price of $108,518. In addition, Messrs. Redling and Negrotti participated and acquired 422,341 and 7,519 common units, respectively, in the Rights Offering.
In December 2019, we purchased a $30 million participation in a $70 million new debt facility issued by Payless Holdings LLC (“Payless”). Funds and accounts affiliated with Axar also invested $20 million in this facility. The investment was initially proposed by our
Chairman of the Board, Mr. Axelrod and subsequently approved by the Board. The Axar funds controlled by Mr. Axelrod own approximately 30% of the equity of Payless, and Mr. Axelrod serves on Payless’ board of directors. Our investment in Payless represents
approximately 4% of the total fair market value of all of our trusts as of December, 31, 2019.
On April 1, 2020, we entered into the Axar Commitment with Axar pursuant to which Axar committed to (a) purchase shares of our Series A Preferred Stock with an aggregate purchase price of $8.8 million on April 3, 2020, (b) exercise its basic rights in the rights
offering by tendering the shares of Series A Preferred Stock so purchased for shares of our common stock, $0.01 par value per share and (c) purchase any shares offered in the rights offering for which other stockholders do not exercise their rights, up to a maximum of an
additional $8.2 million of such shares. We did not pay Axar any commitment, backstop or other fees in connection with the Axar Commitment.
On April 3, 2020, as contemplated by the Axar Commitment, we and the 2020 Purchasers entered into the 2020 Preferred Purchase Agreement pursuant to which we sold 176 shares of our Series A Preferred Stock, par value $0.01 per share, for a cash price of $50,000 per
share, an aggregate of $8.8 million. The 2020 Purchasers are funds or accounts managed by Axar.
OMNIBUS AGREEMENT
On September 20, 2004, we entered into an omnibus agreement (the "Omnibus Agreement") with McCown De Leeuw, a private equity investment firm and a founder of Cornerstone, CFS, CFSI and StoneMor Operating LLC.
Under the Omnibus Agreement, as long as the general partner of the Partnership is an affiliate of McCown De Leeuw, McCown De Leeuw will agree, and will cause its controlled affiliates to agree, not to engage, either directly or indirectly, in the business of owning and
operating cemeteries and funeral homes (including the sales of cemetery and funeral home products and services) in the U.S. On November 30, 2010, MDC IV Liquidating Trusts became successors to McCown De Leeuw, and
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McCown De Leeuw was subsequently terminated. The MDC IV Liquidating Trusts assumed and agreed to be bound by and perform all of the obligations and duties of McCown De Leeuw under the Omnibus Agreement.
The Omnibus Agreement may not be further amended without the prior approval of the Audit Committee if we determine that the proposed amendment will adversely affect holders of our common stock. Any further action, notice, consent, approval or waiver permitted or
required to be taken or given by us under the indemnification provisions of the Omnibus Agreement as amended must be taken or given by the Audit Committee.
MATTERS PERTAINING TO FORMER PRESIDENT AND CHIEF EXECUTIVE OFFICER
On October 12, 2018, a former President and Chief Executive Officer of the Company, Lawrence Miller, and the Company entered into a letter agreement (the “Agreement”) that resolved the number of units that vested upon Mr. Miller’s retirement as the Company’s
President and Chief Executive Officer in May 2017 pursuant to awards made under the 2019 Plan. The parties agreed that a total of 22,644 time-based units and 63,836 performance-based units vested under such awards in accordance with the terms of the Separation
Agreement dated March 27, 2017 between Mr. Miller and the Company (the “Separation Agreement”). The parties also agreed that a total of $340,751.40 will be paid to Mr. Miller pursuant to distribution equivalent rights with respect to those units.
In connection with entering into the Agreement, Mr. Miller resigned as a director of the Board. The Company paid Mr. Miller his distribution equivalent rights in October 2018 and issued the vested units in February 2019, after it had filed all reports it was required to file
under the Securities Exchange Act of 1934, as amended. The Agreement also included a customary release by Mr. Miller of any further claims with respect to the 2019 Plan, including the referenced awards, and any right to appoint a “Founder Director” under the terms of
the Company’s Second Amended and Restated Limited Liability Company Agreement, as amended. During 2018 and 2019, Mr. Miller received $528,000 and $467,000, respectively as additional cash severance pursuant to the terms of the Separation Agreement.
PARENTS OF SMALLER REPORTING COMPANIES
As a smaller reporting company, we are required to list all “parents” of the Company showing the basis of control and, as to each such parent, the percentage of voting securities owned or other basis of control by its immediate parent. For this purpose, a “parent” is an
affiliate that, directly or indirectly through one or more intermediaries, controls an entity. The only person that we believe is or may be deemed to be a “parent” of the Company is Axar Capital Management, LP based on (i) its ownership of 49,517,272, or approximately
52.4%, of our outstanding common stock and (ii) the fact that Andrew M. Axelrod, the Chairman of our Board, is the sole member of the general partner of Axar Capital Management, LP.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees paid or accrued for professional services rendered by Grant Thornton LLP for the audit of our annual financial statements for fiscal years 2019 and 2018, along with audit-related services and all other services rendered by
Grant Thornton LLP for fiscal years 2019 and 2018:
Audit fees
Audit-related fees
Tax fees
Years Ended December 31,
2019
2018
$
$
1,832,040
262,338
—
2,094,378
$
$
2,299,550
—
84,250
2,383,800
The category of "Audit fees" includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents. The decrease in fees in 2019 was primarily the result of non-
recurring fees for audit work performed in 2018 with regards to the implementation of ASC 606 and out-of-scope procedures.
The category of "Audit-related fees" includes fees for services related to providing consents for our various registration statements.
The category of "Tax fees" includes fees for the consultation and preparation of federal, state and local tax returns, as well as consultation on tax compliance matters.
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All above audit services, audit-related services and tax services were pre-approved by the Audit Committee, which concluded that the provision of such services by Grant Thornton LLP was compatible with the maintenance of each firm’s independence in the conduct of its
auditing functions. The Audit Committee’s outside auditor independence policy provides for pre-approval of all services performed by the outside auditors.
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Table of Contents
ITEM 15.
EXHIBITS INDEX AND FINANCIAL STATEMENT SCHEDULES
(a)
Financial Statements
(1)
The following financial statements of StoneMor Inc. are included in Part II, Item 8. Financial Statements and Supplementary Data:
PART IV
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Operations for the years ended December 31, 2019 and 2018
Consolidated Statements of Owners’ Equity for the years ended December 31, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018
Notes to Consolidated Financial Statements
(2)
Other schedules have not been included either because they are not applicable or because the information is included elsewhere in this Annual Report on Form 10-K (the “Annual Report”).
(b)
The documents listed in the Exhibit Index of this Annual Report are filed with or incorporated by reference in this Annual Report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
Exhibit
Number
Description
3.1*
3.2
3.3*
4.1*
4.2*
4.3
4.4*
4.5*
Certificate of Incorporation of StoneMor Inc.
Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock of StoneMor Inc.
Bylaws of StoneMor Inc.
Indenture dated as of June 27, 2019 by and among StoneMor Partners L.P., Cornerstone Family Services of West Virginia Subsidiary, Inc., the initial purchasers named
therein, the guarantors named therein and Wilmington Trust, National Association, as trustee, including the form of 9.875%/11.500% Senior Secured PIK Toggle Notes
due 2024
First Supplemental Indenture, dated as of December 31, 2019, by and among StoneMor Partners L.P., Cornerstone Family Services of West Virginia Subsidiary, Inc.,
8-K
4.1
December 31, 2019
StoneMor Inc., the Subsidiary Guarantors and Wilmington Trust, National Association
Second Supplemental Indenture, dated as of January 30, 2020, by and among StoneMor Partners L.P., Cornerstone Family Services of West Virginia Subsidiary, Inc.,
StoneMor Inc., StoneMor LP Holdings, LLC and Wilmington Trust, National Association
Third Supplemental Indenture, dated as of April 1, 2020, by and among StoneMor Partners L.P., Cornerstone Family Services of West Virginia Subsidiary, Inc. and
Wilmington Trust, National Association
Form of 9.875%/11.500% Senior Secured PIK Toggle Note due 2024 (included in Exhibit 4.1)
8-K
8-K
4.1
April 2, 2020
4.2
June 28, 2019
128
Incorporated by Reference
Form
Exhibit
Filing Date
8-K
3.1
December 31, 2019
8-K
8-K
3.2
4.1
December 31, 2019
June 28, 2019
Table of Contents
4.6*
4.7
4.8*
4.9
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
Collateral Agreement dated as of June 27, 2019 by and among StoneMor Partners L.P., Cornerstone Family Services of West Virginia Subsidiary, Inc., the guarantors
8-K
4.3
June 28, 2019
named therein and Wilmington Trust, National Association, as collateral agent
Supplement to Collateral Agreement dated January 30, 2020 by StoneMor LP Holdings, LLC to Collateral Agreement dated as of June 27, 2019 by and among
StoneMor Partners L.P., Cornerstone Family Services of West Virginia Subsidiary, Inc., the guarantors named therein and Wilmington Trust, National Association, as
collateral agent
Registration Rights Agreement dated June 27, 2019 by and among StoneMor Partners L.P., Cornerstone Family Services of West Virginia Subsidiary, Inc., the guarantors
8-K
4.4
June 28, 2019
name therein and the initial purchasers named therein
Description of Common Stock
Omnibus Agreement by and among McCown De Leeuw & Co. IV, L.P., McCown De Leeuw & Co. IV Associates, L.P., MDC Management Company IV, LLC, Delta
Fund LLC, Cornerstone Family Services LLC, CFSI LLC, StoneMor Partners L.P., StoneMor GP LLC, StoneMor Operating LLC, dated as of September 20, 2004
10-Q
10.4
September 30, 2004
Amendment No. 1 to Omnibus Agreement entered into on, and effective as of, January 24, 2011 by and among MDC IV Trust U/T/A November 30, 2010, MDC IV
8-K
10.1
January 28, 2011
Associates Trust U/T/A November 30, 2010, Delta Trust U/T/A November 30, 2010 (successors respectively to McCown De Leeuw & Co. IV, L.P., a California limited
partnership, McCown De Leeuw IV Associates, L.P., a California limited partnership, Delta Fund LLC, a California limited liability company, and MDC Management
Company IV, LLC, a California limited liability company), Cornerstone Family Services LLC, a Delaware limited liability company, CFSI LLC, a Delaware limited
liability company, StoneMor Partners L.P., a Delaware limited partnership, StoneMor GP LLC, a Delaware limited liability company, for itself and on behalf of the
Partnership in its capacity as general partner of the Partnership, and StoneMor Operating LLC, a Delaware limited liability company
Lease Agreement, dated as of September 26, 2013, by and among StoneMor Operating, LLC, StoneMor Pennsylvania LLC and StoneMor Pennsylvania Subsidiary
LLC, the Archdiocese of Philadelphia, and StoneMor Partners L.P., solely in its capacity as guarantor
Amendment No. 1 to Lease Agreement, dated as of March 20, 2014, by and among StoneMor Operating, LLC, StoneMor Pennsylvania LLC and StoneMor
Pennsylvania Subsidiary LLC, the Archdiocese of Philadelphia, and StoneMor Partners L.P., solely in its capacity as guarantor
8-K
8-K
10.1
October 2, 2013
10.1
March 26, 2014
Amendment No. 2 to Lease Agreement, dated as of May 28, 2014, by and among StoneMor Operating, LLC, StoneMor Pennsylvania LLC, StoneMor Pennsylvania
10-Q
10.3
August 8, 2014
Subsidiary LLC, the Archdiocese of Philadelphia, and StoneMor Partners L.P.
Registration Rights Agreement dated as of June 27, 2019 by and among StoneMor Partners L.P., StoneMor GP LLC, SMP SPV LLC, Star V Partners LLC, Blackwell
Partners LLC –Series E, David Miller, MPF Investco 6, LLC, MPF Investco 7, LLC, MPF Investco 8, LLC, The Mangrove Partners Fund, L.P. and The Mangrove
Partners Fund (Cayman Partnership), L.P.
8-K
10.2
June 28, 2019
10.7*
Registration Rights Agreement dated as of January 30, 2020 by and among StoneMor Inc., American Cemeteries Infrastructure Investors, LLC, StoneMor GP Holdings,
8-K
10.1
February 4, 2020
LLC and certain funds and managed accounts for which Axar Capital Management, LP serves as investment manager
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Table of Contents
10.8*
10.9*
10.10
Asset Sale Agreement dated as of December 4, 2019 by and among Carriage
Funeral Holdings, Inc., StoneMor California Subsidiary, Inc. and StoneMor California, Inc.
Series A Preferred Unit Purchase Agreement dated as of June 27, 2019 by and among StoneMor Partners L.P., SMP SPV LLC, Star V Partners LLC, Blackwell Partners
LLC –Series E, David Miller, MPF Investco 6, LLC, MPF Investco 7, LLC, MPF Investco 8, LLC, The Mangrove Partners Fund, L.P. and The Mangrove Partners Fund
(Cayman Partnership), L.P.
Nomination and Director Voting Agreement dated as of September 27, 2018 by and among StoneMor GP LLC, Axar Capital Management, LP, Axar GP, LLC, Axar
Master Fund, Ltd., StoneMor GP Holdings, LLC and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American
Cemeteries Infrastructure Investors LLC.
10.11
First Amendment to Nomination and Director Voting Agreement dated as of February 4, 2019 by and among StoneMor GP LLC, Axar Capital Management, LP, Axar
GP, LLC, Axar Master Fund, Ltd., StoneMor GP Holdings, LLC and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit
of American Cemeteries Infrastructure Investors LLC.
10.12
Second Amendment to Nomination and Director Voting Agreement dated as of Juke 27. 2019 by and among StoneMor GP LLC, Axar Capital Management, LP, Axar
GP, LLC, Axar Master Fund, Ltd., StoneMor GP Holdings, LLC and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit
of American Cemeteries Infrastructure Investors LLC.
8-K
8-K
2.1
December 5, 2019
10.1
June 28, 2019
10.13†*
Form of Indemnification Agreement by and between StoneMor GP LLC and Lawrence Miller, Robert B. Hellman, Jr., Fenton R. Talbott, Martin R. Lautman, William
10-Q
10.9
November 15, 2004
10.14†*
10.15†*
10.16†*
10.17†*
10.18†*
10.19†*
10.20†*
10.21†*
10.22†*
10.23†*
10.24†*
Shane, Allen R. Freedman, effective September 20, 2004
Form of Indemnification Agreement by and between StoneMor GP LLC and Howard Carver and Peter Grunebaum, effective February 16, 2007
Form of Indemnification Agreement by and between StoneMor GP LLC and Leo J. Pound and Jonathan Contos, dated February 26, 2015
Indemnification Agreement, dated May 16, 2017, by and between StoneMor GP LLC and R. Paul Grady
Indemnification Agreement, effective May 16, 2017, by and between StoneMor GP LLC and Mark Miller
Indemnification Agreement, effective May 16, 2017, by and between StoneMor GP LLC and Robert A. Sick
Indemnification Agreement effective June 15, 2018 by and between StoneMor GP LLC and Patricia Wellenbach
Indemnification Agreement effective June 15, 2018 by and between StoneMor GP LLC and Stephen J. Negrotti
Indemnification Agreement effective July 16, 2019 by and between StoneMor GP LLC and Andrew M. Axelrod
Indemnification Agreement effective July 16, 2019 by and between StoneMor GP LLC and Spencer E. Goldenberg
Indemnification Agreement effective July 16, 2019 by and between StoneMor GP LLC and David Miller
Form of StoneMor Inc. Indemnification Agreement
10.25†*
Employment Agreement by and between Joseph M. Redling and StoneMor GP LLC, dated June 29, 2018
130
10-Q
10-Q
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
10.9
10.1
10.2
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.1
November 15, 2004
May 8, 2015
May 22, 2017
May 22, 2017
May 22, 2017
June 18, 2018
June 18, 2018
July 22, 2019
July 22, 2019
July 22, 2019
December 31, 2019
10.1
July 3, 2018
Table of Contents
10.26†*
10.27†*
10.28†*
10.29†*
10.30†*
10.31†
10.32†*
10.33†*
10.34†*
10.35†*
10.36†*
10.37†
10.38†*
10.39†*
10.40†*
10.41†*
10.42†*
10.43†*
10.44*
10.45
10.46
10.47
21.1
Employment Agreement dated September 19, 2019 by and between StoneMor GP LLC and Jeffrey DiGiovanni
Employment Agreement by and between Austin K. So and StoneMor GP LLC, dated June 15, 2018
StoneMor Amended and Restated 2019 Long-Term Incentive Plan
First Amendment to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan
Director Restricted Phantom Unit Agreement by and between StoneMor GP LLC and Andrew M. Axelrod
Amendment to Director Restricted Phantom Unit Agreement dated November 7, 2019 by and between StoneMor GP LLC and Andrew M. Axelrod
Director Restricted Phantom Unit Agreement by and between StoneMor GP LLC and Spencer E. Goldenberg
Director Restricted Phantom Unit Agreement by and between StoneMor GP LLC and David Miller
Director Restricted Phantom Unit Agreement effective June 15, 2018 by and between StoneMor GP LLC and Stephen J. Negrotti
Director Restricted Phantom Unit Agreement effective June 15, 2018 by and between StoneMor GP LLC and Patricia D. Wellenbach
Executive Restricted Unit Award Agreement dated July 18, 2018 by and between StoneMor GP LLC and Joseph M. Redling
Form of StoneMor Amended and Restated 2019 Long-Term Incentive Plan Option Agreement
Severance Agreement and General Release and Waiver of Claims by and among StoneMor GP LLC and Garry P. Herdler
Employment Agreement dated April 10, 2019 by and between StoneMor GP LLC and Garry P. Herdler
Retirement Agreement dated as of April 10, 2019 by and between Mark L. Miller and StoneMor GP LLC
Employment Agreement, effective May 16, 2017, by and between StoneMor GP LLC and Mark Miller
Separation Agreement by and among StoneMor GP LLC and James Ford
Employment Agreement dated March 1, 2018 by and between StoneMor GP LLC and James Ford
Letter Agreement dated April 1, 2020 by and between Axar Capital Management, LP and StoneMor Inc.
Series A Preferred Stock Purchase Agreement dated April 3, 2020 by and among StoneMor, Inc., Axar CL SPV LLC, Star V Partners LLC and Blackwell Partners LLC
–Series E
Master Services Agreement (Unionized Locations) dated April 2, 2020 by and between StoneMor Operating LLC and Rickert Landscaping, Inc.
Master Services Agreement dated April 2, 2020 by and between StoneMor Operating LLC and Moon Landscaping, Inc.
Subsidiaries of Registrant
131
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
10.3
10.3
10.1
10.1
10.5
10.6
10.7
10.5
10.4
10.1
10.2
10.1
10.3
10.3
10.4
10.1
10.1
September 19, 2019
June 18, 2018
April 2, 2019
December 20, 2019
July 22, 2019
July 22, 2019
July 22, 2019
June 18, 2018
June 18, 2018
July 24, 2018
September 19, 2019
April 16, 2019
April 16, 2019
May 22, 2017
September 19, 2019
March 2, 2018
April 2, 2020
Table of Contents
31.1
Certification pursuant to Exchange Act Rule 13a-14(a) of Joseph M. Redling,
President and Chief Executive Officer
31.2
32.1
32.2
101
Certification pursuant to Exchange Act Rule 13a-14(a) of Jeffrey DiGiovanni, Chief Financial Officer and Senior Vice President
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350) and Exchange Act Rule 13a-14(b) of Joseph M. Redling, President and
Chief Executive Officer
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350) and Exchange Act Rule 13a-14(b) of Jeffrey DiGiovanni, Chief Financial
Officer and Senior Vice President
Attached as Exhibit 101 to this report are the following Interactive Data Files formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance
Sheets as of December 31, 2019 and 2018; (ii) Consolidated Statements of Operations for the years ended December 31, 2019 and 2018; (iii) Consolidated Statements of
Owners’ Equity; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018; and (v) Notes to the Consolidated Financial
Statements. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the information contained in the XBRL documents is unaudited and these are not
the official publicly filed financial statements of StoneMor Inc.
*
†
Incorporated by reference, as indicated
Management contract, compensatory plan or arrangement
ITEM 16.
FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
April 7, 2020
STONEMOR INC.
By:
/s/ Joseph M. Redling
Joseph M. Redling
President and Chief Executive Officer
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Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures
Title
President and Chief Executive Officer and Director
Date
April 7, 2020
/s/ Joseph M. Redling
Joseph M. Redling
(Principal Executive Officer)
/s/ Jeffrey DiGiovanni
Jeffrey DiGiovanni
(Principal Financial and Accounting Officer)
/s/ Andrew Axelrod
Andrew Axelrod
/s/ Robert B. Hellman, Jr.
Robert B. Hellman, Jr.
/s/ Spender Goldberg
Spencer Goldberg
/s/ David Miller
David Miller
/s/ Stephen J. Negrotti
Stephen J. Negrotti
/s/ Patricia D. Wellenbach
Patricia D. Wellenbach
(Back To Top)
Senior Vice President and Chief Financial Officer
April 7, 2020
Chairman of the Board
Director
Director
Director
Director
Director
134
April 7, 2020
April 7, 2020
April 7, 2020
April 7, 2020
April 7, 2020
April 7, 2020
Section 2: EX-3.2 (EX-3.2 PREFERRED STOCK CERTIFICATE OF DESIGNATION)
Exhibit 3.2
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES A PREFERRED STOCK
OF
STONEMOR INC.
(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)
StoneMor Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “General Corporation Law”), in accordance with Section 151 of the General Corporation
Law, does hereby certify that:
1.
The name of the corporation (hereinafter, the “Corporation”) is StoneMor Inc., a Delaware corporation.
Article IV of the Certificate of Incorporation of the Company (the “Certificate of Incorporation”) authorizes the issuance of ten million (10,000,000) shares of preferred stock, $0.01 par value per
share (the “Preferred Stock”), and expressly vests in the Board of Directors of the Corporation the authority to issue any or all of said shares in one (1) or more series and by resolution or resolutions to establish the designation
and number and to fix the relative rights and preferences of each series to be issued.
2.
3.
The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series A issue of Preferred Stock:
A Preferred Stock”). Shares of the Series A Preferred Stock shall possess the rights and preferences set forth below:
RESOLVED, that one thousand (1,000) of the ten million (10,000,000) authorized shares of Preferred Stock of the Company shall be designated Series A Preferred Stock, $0.01 par value per share (the “Series
1.
Ranking. The Series A Preferred Stock shall rank, prior and superior to all of the common stock par value $0.01 per share of the Corporation (“Common Stock”) and any
other capital stock of the Corporation authorized as of the date hereof (other than the Series A Preferred Stock) with respect to the preferences as to dividends, distributions and payments upon the voluntary or involuntary
liquidation, dissolution and winding up of the Corporation or sale of all or substantially all of the assets of the Corporation. The rights of the shares of Common Stock and other capital stock of the Corporation (other than the
Series A Preferred Stock) shall be subject to the preferences and relative rights of the Series A Preferred Stock. Without the prior express written consent of the holders of record of a majority of the outstanding shares of Series
A Preferred Stock, the Corporation shall not hereafter authorize or issue additional or other capital stock whether such capital stock is of senior or pari-passu in respect of the preferences as to distributions and payments upon
any event described in Subsection 2.1 hereof. In the event of the merger or consolidation of the Corporation with or into another corporation, the Series A Preferred Stock shall maintain their relative powers, designations and
preferences provided for herein
1
(except that the Series A Preferred Stock may not be pari passu with, or junior to, any capital stock of the successor entity) and no merger shall result inconsistent therewith. With respect to the Series A Preferred Stock “Junior
Securities” shall mean all classes or series of capital stock of the Corporation established before or after the date hereof to which the Series A Preferred Stock is senior, including the Common Stock.
2.
Liquidation, Dissolution or Winding Up.
2.1
Preferential Payments to Holders of Series A Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation or sale of all or substantially all of the assets of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the Series A Original Issue Price (as defined below). As
used herein, the “Series A Original Issue Price” shall mean $50,000 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the
Series A Preferred Stock. If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of
Series A Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in
proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The aggregate
amount which a holder of a share of Series A Preferred Stock is entitled to receive under this Subsection 2.1 is hereinafter referred to as the “Series A Liquidation Amount.”
Distribution of Remaining Assets. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or sale of
all or substantially all of the assets of the Corporation, after the payment of the Series A Liquidation Amount, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed exclusively
to the holders of the Common Stock, pro rata based on the number of shares held by each such holder.
2.2
Series A Preferred Stock shall have one vote per share.
3.
Voting. Except as required by law, the shares of Series A Preferred Stock are not entitled to vote on any matter. In exercising any voting rights provided by law, each share of
4.
5.
6.
Nonconvertible Stock. The shares of Series A Preferred Stock shall not be convertible into shares of Common Stock or other securities of the Corporation.
No Redemption Rights. The shares of Series A Preferred Stock shall not be subject to any mandatory or optional redemption rights or obligations.
Dividends. The holders of the Series A Preferred Stock, in preference to the holders of the Common Stock, shall be entitled to receive in any fiscal year of the Corporation, out of any
assets legally available therefor, dividends at the rate of 16% of the Series A Original
2
Issue Price (as defined in Section 2) per share of Series A Preferred Stock per annum plus all unpaid accrued and accumulated dividends thereon. All accrued dividends on any shares of Series A Preferred Stock shall be paid in
cash only when, as and if declared by the Board out of funds legally available therefor or upon a liquidation of the Series A Preferred Stock in accordance with the provisions of Section 2 and shall in no event be declared or
paid on or before July 31, 2020; provided, that to the extent not paid on the last day of March, June, September and December of each calendar year (each such date, a “Dividend Payment Date”), all accrued dividends on any
shares shall accumulate and compound on the applicable Dividend Payment Date whether or not declared by the Board and shall remain accumulated, compounding dividends until paid pursuant hereto. All accrued and
accumulated dividends on the Shares shall be prior and in preference to any dividend on any Junior Securities and shall be fully declared and paid before any dividends are declared and paid, or any other distributions or
redemptions are made, on any Junior Securities.
or thereof may be amended, waived, modified, discharged or terminated without the written consent or affirmative vote of the holders of at least a majority of the outstanding shares of Series A Preferred Stock.
7.
Amendment, Waiver or Discharge. Except as otherwise expressly provided herein, neither this Certificate of Designation, the Certificate of Incorporation nor any term hereof
[Signature page follows]
3
IN WITNESS WHEREOF, this Certificate of Designation has been executed by a duly authorized officer of the Corporation as of this 30th day of March, 2020.
StoneMor Inc.
By:
/s/ Joseph M. Redling
Joseph M. Redling,
President and Chief Executive Officer
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4
Section 3: EX-4.3 (EX-4.3 SECOND SUPPLEMENTAL INDENTURE, DATED AS OF JANUARY 30, 2020, BY AND AMONG
STONEMOR PARTNERS L.P., CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC., STONEMOR INC.,
STONEMOR LP HOLDINGS, LLC AND WILMINGTON TRUST, NATIONAL ASSOCIATION)
Exhibit 4.3
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of January 30, 2020, among StoneMor, Inc., a Delaware corporation (the “C-Corporation”), StoneMor Partners L.P., a Delaware
limited partnership (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (together with the Partnership, the “Issuers”), StoneMor LP Holdings, LLC, a Delaware limited
liability company (the “Subsidiary Guarantor”), a subsidiary of the C-Corporation, and Wilmington Trust, National Association, in its capacity as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).
W I T N E S E T H
WHEREAS, the Issuers, the C-Corporation and the Subsidiary Guarantors have heretofore executed and delivered to Wilmington Trust, National Association, in its capacity as the Collateral Agent and as the
Trustee, an indenture dated as of June 27, 2019, as supplemented by that certain First Supplemental Indenture, dated as of December 31, 2019 (as amended, modified or supplemented from time to time, the “Indenture”),
providing for the issuance of $385,000,000 of 9.875% / 11.500% Senior Secured PIK Toggle Notes due 2024 (the “Notes”);
Subsidiary Guarantor shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and
WHEREAS, the Indenture provides that under certain circumstances the Subsidiary Guarantor shall execute and deliver to the Trustee and the Collateral Agent a supplemental indenture pursuant to which the
Indenture without the consent of Holders.
WHEREAS, pursuant to Section 12.01(c) of the Indenture, the Issuers, the C-Corporation, the Subsidiary Guarantor, the Trustee and the Collateral Agent are authorized to execute and deliver this Supplemental
ratable benefit of the Holders as follows:
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and
thereof.
Notes.
(1)
(2)
(3)
(4)
Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
Agreement to Guarantee. The Subsidiary Guarantor hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article XIII
Execution and Delivery. The Subsidiary Guarantor agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the
Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(5)
Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy, which may be delivered by facsimile or PDF transmission, shall be an original, but all of them
together represent the same agreement. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
(6)
(7)
Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
The Trustee and the Collateral Agent. Neither the Trustee nor the Collateral Agent makes any representations or shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Subsidiary Guarantor.
(8)
Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby.
(9)
Representations and Warranties by the Subsidiary Guarantor. The Subsidiary Guarantor hereby represents and warrants to the Trustee and the Collateral Agent that this Supplemental Indenture has been
duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and the terms of the Indenture.
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[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, each of the parties hereto have caused this Second Supplemental Indenture to be duly executed by their respective authorized officers as of the date first written above.
STONEMOR INC.
By: /s/ Jeffrey DiGiovanni
Name: Jeffrey DiGiovanni
Title: Chief Financial Officer
STONEMOR PARTNERS L.P.
By: /s/ Jeffrey DiGiovanni
Name: Jeffrey DiGiovanni
Title: Chief Financial Officer
CORNERSTONE FAMILY SERVICES OF
WEST VIRGINIA SUBSIDIARY, INC.
By: /s/ Jeffrey DiGiovanni
Name: Jeffrey DiGiovanni
Title: Chief Financial Officer
STONEMOR LP HOLDINGS, LLC
By: /s/ Jeffrey DiGiovanni
Name: Jeffrey DiGiovanni
Title: Chief Financial Officer
[Signature Page to Second Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION,
not in its individual capacity, but solely in its capacity as the Trustee and as the Collateral Agent
By: /s/ Joseph P. O’Donnell
Name: Joseph P. O’Donnell
Title: Vice President
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[Signature Page to Second Supplemental Indenture]
Section 4: EX-4.7 (EX-4.7 SUPPLEMENT TO COLLATERAL AGREEMENT DATED JANUARY 30, 2020 BY STONEMOR LP
HOLDINGS, LLC TO COLLATERAL AGREEMENT DATED AS OF JUNE 27, 2019 BY AND AMONG STONEMOR PARTNERS L.P.,
CORNERSTONE FAMILY SERVICES OF WEST VIRGINIA SUBSIDIARY, INC., THE GUARANT)
SUPPLEMENT TO COLLATERAL AGREEMENT
Exhibit 4.7
Reference is hereby made to the Collateral Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of June 27, 2019, made by each of
StoneMor Partners, L.P., a Delaware limited liability company (the “Partnership”), Cornerstone Family Services of West Virginia Subsidiary, Inc., a West Virginia corporation (the “Co-Issuer” and, together with the Partnership, the
“Issuers”) the other Grantors from time to time party thereto, and Wilmington Trust, National Association, as the Collateral Agent. Capitalized terms used herein and not defined herein shall have the meanings given to them in the
Agreement.
the form of this Supplement to become a Grantor in accordance with the terms of the Indenture.
Section 9.21 of the Agreement provides that an Additional Grantor may become a Grantor under the Agreement by the execution and delivery of a written supplement to the Agreement substantially in
By its execution below, the undersigned, StoneMor LP Holdings, LLC, a Delaware limited liability company (the “New Grantor”), agrees to become, and does hereby become, a Grantor under the
Agreement and agrees to be bound by the Agreement as if originally a party thereto. The New Grantor hereby collaterally assigns and pledges to the Collateral Agent for the benefit of the Secured Parties, and grants to the Collateral
Agent for the benefit of the Secured Parties, a security interest in all of the New Grantor’s right, title and interest in and to the Collateral, whether now owned or hereafter acquired, to secure the prompt and complete payment and
performance of the Secured Obligations. For the avoidance of doubt, the grant of a security interest herein shall not be deemed to be an assignment of intellectual property rights owned by the New Grantor.
By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in the Agreement are true and correct in all material respects (without
duplication of any materiality or Material Adverse Effect qualifier) as of the date hereof. The New Grantor represents and warrants that the schedule supplements (to the Perfection Certificate) attached hereto are true and correct in all
material respects (without duplication of any materiality or Material Adverse Effect qualifier) and that such supplements set forth all information required to be scheduled under the Perfection Certificate with respect to the New Grantor;
and the Perfection Certificate shall be deemed to be so supplemented upon execution of this Supplement. The New Grantor shall take all steps necessary and required under the Agreement to perfect, in favor of the Collateral Agent, a
first priority Lien against the New Grantor’s Collateral, subject to Liens permitted under Section 8.02 of the Indenture.
THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the New Grantor has executed and delivered this Supplement as of this 30th day of January, 2020.
STONEMOR LP HOLDINGS, LLC
/s/ Jeffrey DiGiovanni
By:
Name: Jeffrey DiGiovanni
Title: Chief Financial Officer
SCHEDULES TO THE SUPPLEMENT TO COLLATERAL AGREEMENT
Exhibit 4.7
Schedule 1(a)
Legal Names, Etc.
Exact Legal Name
Type of
Entity
State of Organization
State Organizational Number
EIN
StoneMor LP Holdings, LLC
Limited liability company
Delaware
80-0103159
7063826
Not Applicable
Schedule 1(b)
Prior Organizational Names
Not Applicable
Schedule 1(c)
Changes in Organizational Identity; Other Names
3600 Horizon Boulevard, Suite 100, Trevose, PA 19053.
Schedule 2(a)
Chief Executive Offices
Not Applicable
Schedule 3(a)
Prior Locations Maintained by Company/Subsidiaries
Not Applicable
Schedule 4
File Search Reports
A financing statement (duly authorized by the New Grantor as the debtor therein), including therein the indications of the collateral, is attached to this Schedule 5 and has been prepared for filing in the proper Uniform Commercial Code
filing office in the jurisdiction identified thereon.
Schedule 5
Copy of Financing Statements To Be Filed
The proper filing office for the financing statement attached to Schedule 5 is identified thereon. No other actions are required to create, preserve, protect and perfect the security interests in the Pledged Collateral granted to the Collateral
Agent pursuant to the Security Documents.
Schedule 6
Filings/Filing Office
Not Applicable
Schedule 7
Real Property
Not Applicable
Schedule 8
Fixtures
Not Applicable
Schedule 9
Termination Statements
Schedule 10(a)
Stock Ownership and Other Equity Interests
Grantor Issuer
Jurisdiction of Incorporation or Organization
Grantor Owner, Number and % of Equity Interests
Owned
Class or Nature of Equity Interests and Certificate
Number
StoneMor LP Holdings, LLC
Delaware
StoneMor Inc., 100%
N/A
The New Grantor owns 2,332,878 common units representing limited partner interests in the Partnership pursuant to that certain Merger and Reorganization Agreement, dated September 27, 2018 entered into by and among the
Partnership, StoneMor GP LLC, a Delaware limited liability company, the New Grantor, and Hans Merger Sub, LLC, a Delaware limited liability company.
Schedule 10(b)
Other Equity Interests
Not Applicable
Schedule 11
Instruments and Tangible Chattel Paper
Not Applicable
Schedule 12
Intellectual Property
Not Applicable
Schedule 13
Commercial Tort Claims
Not Applicable
Schedule 14
Deposit Accounts, Securities Accounts and Commodity Accounts
Not Applicable
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Schedule 15
Letter-of-Credit Rights
Section 5: EX-4.9 (EX-4.9: DESCRIPTION OF COMMON STOCK)
DESCRIPTION OF COMMON STOCK
Exhibit 4.9
The following description of the capital stock of StoneMor Inc. (the “Company”) does not purport to be complete and is subject to, and qualified in its entirety by, our certificate of incorporation (“Charter”) and our bylaws
(“Bylaws”), each of which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part.
General
The authorized capital stock of the Company consists of 200,000,000 shares of common stock, $0.01 par value per share, and 10,000,000 shares of preferred stock, $0.01 par value per share. We have one class of securities
registered under Section 12 of the Securities Exchange Act of 1934, our common stock, which is listed on the New York Stock Exchange under the symbol “STON.”
Common Stock
Voting rights. Except as provided by law or in a preferred stock designation, the holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and will have
the exclusive right to vote for the election of directors. A plurality of the votes cast is required for stockholders to elect directors. Except as otherwise required by law, the holders of our common stock, as such, are not entitled to
vote on any amendment to the Charter (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of any outstanding series of preferred stock, if the holders of such affected
series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Charter (including any certificate of designations relating to any series of preferred stock) or
pursuant to the Delaware General Corporation Law (the “DGCL”). All other matters put to a stockholder vote generally require the approval of a majority of the votes cast, except as otherwise provided by our Charter
(including any preferred stock designation) or Bylaws or required by law. The holders of our common stock do not have cumulative voting rights.
Dividends. The holders of our common stock are entitled to receive dividends (payable in cash, stock or otherwise) ratably, if any, as may be declared from time to time by our board of directors out of legally available funds,
subject to any preferential or participating dividend rights of any preferred stock then outstanding.
Liquidation. In the event of any liquidation, dissolution or winding-up of the Company’s affairs, holders of our common stock are entitled to share ratably in the Company’s assets that are remaining after payment or provision
for payment of all of the Company’s debts and obligations and after liquidation payments to holders of outstanding shares of preferred stock, if any.
Preemptive, subscription and conversion rights. The holders of our common stock have no preferences or rights of conversion, exchange, pre-emption or other subscription rights. There are no redemption or sinking fund
provisions applicable to the common stock.
General. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of our common stock are subject to the rights of the holders of shares of any series of
preferred stock which we may issue.
Transfer agent and registrar. The transfer agent and registrar for our common stock is the American Stock Transfer & Trust Company, LLC.
Anti-Takeover Effects of Provisions of the Company’s Certificate of Incorporation, the Company’s Bylaws and Delaware Law
Some provisions of Delaware law and the Charter and the Bylaws described below, contain provisions that could make the following transactions more difficult: acquisitions of the Company by means of a tender offer, a proxy
contest or otherwise and removal of the Company’s incumbent officers and directors. These provisions may also have the effect of preventing changes in the Company’s management. It is possible that these provisions could
make it more difficult to accomplish or could deter transactions that the Company stockholders may otherwise consider to be in their best interest or in the Company’s best interests, including transactions that might result in a
premium over the market price for the Company Shares.
These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of the Company to
first negotiate with the Company.
Delaware Law
The Company is subject to the provisions of Section 203 of the DGCL. In general, those provisions prohibit a Delaware corporation, including those whose securities are listed for trading on the NYSE, from engaging in any
business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:
•
•
•
the transaction is approved by the board of directors before the date the interested stockholder attained that status;
after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at
the time the transaction commenced; or
on or after such time as such person becomes an interested stockholder, the business combination is approved by the board of directors and authorized at a meeting of stockholders by at least two-thirds of the
outstanding voting stock that is not owned by the interested stockholder.
Section 203 defines “business combination” to include the following:
•
any merger or consolidation involving the corporation and the interested stockholder;
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•
•
•
•
any sale, transfer, pledge or other disposition (in one or a series of transactions) of 10% or more of the assets of the corporation involving the interested stockholder;
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
subject to certain exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the
interested stockholder; or
the receipt by the interested stockholder of the benefit, directly or indirectly, of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or
controlled by any of these entities or persons.
Charter and Bylaws
Among other things, the Charter and Bylaws:
•
provide advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of the Company
stockholders, which may preclude the Company stockholders from bringing matters before the Company stockholders at an annual or special meeting;
•
•
these procedures provide that notice of stockholder proposals must be timely given in writing to the Company’s corporate secretary prior to the meeting at which the action is to be taken; and
generally, to be timely, notice must be received at the Company’s principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for
the preceding year;
provide our board of directors the ability to authorize undesignated preferred stock, which makes it possible for our board of directors to issue, without stockholder approval, preferred stock with voting or
other rights or preferences that could impede the success of any attempt to change control of the Company and which may have the effect of deterring hostile takeovers or delaying changes in control or
management of the Company;
provide that the authorized number of directors may be changed only by resolution of our board of directors;
•
•
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•
•
•
•
•
•
provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a
quorum;
provide that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in
lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock;
provide that directors may be removed only for cause and only by the affirmative vote of holders of at least 662/3% of the voting power of our then-outstanding capital stock entitled to vote generally in the
election of directors;
provide that the Charter may be amended by the affirmative vote of the holders of at least 662/3% of the Company’s then-outstanding capital stock entitled to vote thereon;
provide that special meetings of the Company stockholders may only be called by our board of directors or stockholders owning at least twenty percent (20%) of the entire capital stock of the Company
issued and outstanding and entitled to vote on the matter or matters to be brought before the proposed special meeting; and
provide that the Bylaws can be amended or repealed by our board of directors or by the affirmative vote of holders of at least 662/3% of the voting power of our then-outstanding capital stock entitled to vote
generally in the election of directors.
Limitation of Liability and Indemnification Matters
The Charter limits the liability of our directors for monetary damages for breach of their fiduciary duty as directors, except for the following liabilities that cannot be eliminated under the DGCL:
•
•
•
•
for any breach of their duty of loyalty to the Company or our stockholders;
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
for an unlawful payment of dividends or an unlawful stock purchase or redemption, as provided under Section 174 of the DGCL; or
for any transaction from which the director derived an improper personal benefit.
Any amendment or repeal of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment or repeal.
The Bylaws provide that the Company will indemnify its directors and officers to the fullest extent permitted by the DGCL. The Bylaws also permit the Company to purchase insurance on behalf of any of its officers, directors,
employees or agents or any person who is or was serving
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at its request as an officer, director, employee or agent of another enterprise for any expense, liability or loss asserted against such person and incurred by any such person in any such capacity, or arising out of that person’s
status as such, regardless of whether DGCL would permit indemnification.
The Company has entered into indemnification agreements with each of its directors and officers. The agreements provide that the Company will indemnify and hold harmless each indemnitee for certain expenses to the fullest
extent permitted or authorized by law, including the DGCL, in effect on the date of the agreement or as it may be amended to provide more advantageous rights to the indemnitee. If such indemnification is unavailable as a
result of a court decision and if the Company and the indemnitee are jointly liable in the proceeding, the Company will contribute funds to the indemnitee for his or her expenses in proportion to relative benefit and fault of the
Company and the indemnitee in the transaction giving rise to the proceeding. The indemnification agreements also provide that the Company will indemnify the indemnitee for monetary damages for actions taken as its director
or officer or for serving at its request as a director or officer or another position at another corporation or enterprise, as the case may be but only if (i) the indemnitee acted in good faith and, in the case of conduct in his official
capacity, in a manner he or she reasonably believed to be in the Company’s best interests and, in all other cases, not opposed to the Company’s best interests and (ii) in the case of a criminal proceeding, the indemnitee must
have had no reasonable cause to believe that his or her conduct was unlawful. The indemnification agreements also provide that the Company must advance payment of certain expenses to the indemnitee, including fees of
counsel, subject to receipt of an undertaking from the indemnitee to return such advance if it is it is ultimately determined that the indemnitee is not entitled to indemnification.
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Section 6: EX-10.10 (EX-10.10 NOMINATION AND DIRECTOR VOTING AGREEMENT DATED AS OF SEPTEMBER 27, 2018)
Exhibit 10.10
Execution Version
THIS NOMINATION AND DIRECTOR VOTING AGREEMENT, dated as of September 27, 2018, (this “Agreement”), is entered into by and among StoneMor GP LLC, a Delaware limited liability
company and the general partner of the Partnership (“GP”), Axar Capital Management, LP, a Delaware limited partnership (“Axar”), Axar GP LLC, a Delaware limited liability company (“Axar GP”), Axar Master Fund, Ltd., a
Cayman Islands exempted limited partnership (together with Axar and Axar GP, the “Axar Entities”), StoneMor GP Holdings, LLC, a Delaware limited liability company (“GP Holdings”), and Robert B. Hellman, Jr., as trustee
under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC (“ACII,” and, together with GP Holdings, the "ACII Entities" and, collectively with the Axar Entities, the
“Principal Stockholders”). The Principal Stockholders and GP or Company (as hereinafter defined) are referred to herein as the “Parties” and each as a “Party.” Capitalized terms used but not defined herein shall have the
meaning assigned to such term in the Merger Agreement (as defined below).
NOMINATION AND DIRECTOR VOTING AGREEMENT
RECITALS
WHEREAS, concurrently with the execution and delivery of this Agreement, StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), the Company, GP Holdings, and Hans Merger Sub,
LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of GP (“Merger Sub”), are entering into that certain Merger and Reorganization Agreement (the “Merger Agreement”), dated as of the
date hereof, pursuant to which, among other things, (i) GP Holdings will contribute all of its common units representing limited partner interests (the “Common Units”) in the Partnership (the “GP Holdings’ Common Units”) to
GP and immediately following receipt thereof, GP will contribute the GP Holdings’ Common Units to StoneMor LP Holdings, LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of GP
(“LP Sub”) and LP Sub will become a unitholder of the Partnership, (ii) GP will convert into a Delaware corporation (the “Conversion”) to be named “StoneMor Inc.” (following the Conversion, GP is referred to herein as the
“Company”) and all of the limited liability company interests of GP held by GP Holdings prior to the Conversion will convert into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”)
and (iii) Merger Sub will merge with and into the Partnership 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 (other than those held by LP Sub) being converted into the right to receive one share of Common Stock (the “Reorganization”);
WHEREAS, as a condition to the willingness of (i) the Principal Stockholders to agree to vote in favor of the transactions contemplated by the Merger Agreement, including the Reorganization, pursuant to the
terms and conditions set forth in that certain Voting and Support Agreement among the Principal Stockholders, the Partnership and GP dated as of the date hereof, and (ii) GP Holdings, GP, the Partnership, and Merger Sub to
enter into the Merger Agreement, and, in each case, as an inducement and in consideration therefor, the Parties have agreed to enter into this Agreement;
US 5725358v.14
WHEREAS, the Board of Managers of GP Holdings, in its capacity as the sole member of GP and immediately following the Conversion, as the sole stockholder of the Company, has determined it to be in the
best interests of the Company from and after the Reorganization to provide the Principal Stockholders with certain designation rights in respect of the board of directors of the Company following the Reorganization (the
“Board” and each member thereof a “Director”), pursuant to the terms of this Agreement; and
WHEREAS, each of the Principal Stockholders believes it to be in its best interest to provide the Company with certain standstill rights, pursuant to the terms of this Agreement.
each of the Parties hereto, the Parties hereby agree as follows:
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by
Section 1.
Board Designation Rights.
AGREEMENT
(a)
Subject to the other provisions of this Section 1, commencing as of the Effective Time and ending on the ACII Second Designated Director Termination Date (as defined below), the
ACII Entities shall have the option and right (but not the obligation) to designate up to two (2) nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as
Directors on the Board (each, an “ACII Designated Director”) in accordance with this Section 1. Subject to the other provisions of this Section 1, commencing as of the Effective Time and ending on the Axar Designated
Director Termination Date (as defined below), the Axar Entities shall have the option and right (but not the obligation) to designate one (1) nominee to be nominated by the Company at each annual (or special) meeting of
stockholders of the Company to serve as a Director on the Board (a “Axar Designated Director” and, together with the ACII Designated Directors, the “Designated Directors” and each a “Designated Director”) in accordance
with this Section 1. Each Designated Director shall in the reasonable determination of the Board or Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) (i) be suitable to serve
on the Board in accordance with the customary standards of suitability for directors of NYSE listed companies, (ii) not be prohibited from serving as a Director pursuant to any rule or regulation of the U.S. Securities and
Exchange Commission or any National Securities Exchange on which the Common Stock is listed or admitted to trading, and (iii) not be an employee, manager or director of any Competitor (as defined below). As a condition
precedent to service on the Board, each Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that the Board or the Nominating and Governance
Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (c) below. For purposes of this Agreement, the term “Competitor”
shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary business purpose of which is to provide financing directly or indirectly to unaffiliated
entities) which engages in the death care business.
2
The GP and Company (as applicable) and the Board shall take all actions necessary or advisable to effect the provisions of Section 1(a) (subject to Section 1(c)), including, effective
as of the Conversion Effective Time, validly appointing the two Directors designated by ACII in writing to the Board and the Director designated by Axar in writing to the Board, in each case, no later than ninety (90) days after
the date hereof (the “Initial Directors”). Of the Initial Directors, the ACII Designated Directors shall serve initial terms that expire no earlier than the annual meeting of the stockholders of the Company (the “Stockholders”) to
be held in 2020 and 2021, respectively (with ACII notifying the Board which ACII Designated Director’s term shall expire in 2020 and which shall expire in 2021), and the Axar Designated Director shall serve an initial term
that expires no earlier than the annual meeting of the Stockholders to be held in 2021.
(b)
(i)
Each of the ACII Entities, on the one hand, and the Axar Entities, on the other hand, agree (A) upon GP’s or the Company’s (as applicable) request to, and to cause
each Designated Director designated by them to, timely provide GP or the Company (as applicable) with accurate and complete information relating to such Designated Director as may be required to be
disclosed by the Company under the Exchange Act and (B) to cause each Designated Director designated by it or them, as applicable, to comply with the Section 16 filing obligations under the Exchange Act.
At each applicable election of Directors, the Board shall nominate each Designated Director, which designee must meet the standards set forth in subsection (a) above, as part of the slate of Directors nominated
by the Board for election by the Stockholders and shall recommend that the Stockholders vote for the each of the Designated Directors. Additionally, in the event of the resignation, death, or removal (for cause
or otherwise) of any Designated Director, the Party who designated such Director under this Agreement shall have the right for the ensuing sixty (60) days, subject to the other provisions of this Section 1, to
designate in writing furnished to the Nominating and Governance Committee the person to be appointed by the Board as the Designated Director to fill the resulting vacancy (subject to such designee meeting
the standards set forth in subsection (a) above).
Any action by the ACII Entities or the Axar Entities to designate a Designated Director shall be evidenced in writing furnished to the Nominating and Governance
Committee not later than January 31 of the year in which the annual meeting of the Stockholders for the election of such Designated Director is to be held (or in the case of a special meeting within a reasonable
time in advance of such meeting in order to allow the Board and the Nominating and Governance Committee to determine compliance with the qualifications required in Section 1 and otherwise to comply with
its proxy solicitation and disclosure obligations in connection with such meeting) and shall be executed by the ACII Entities or the Axar Entities, as applicable.
(ii)
In the event that the ACII Entities or the Axar Entities fail to designate a Designated Director meeting the qualifications specified in Section 1 in accordance with the
time periods set forth in this Section 1(b) (including upon the resignation, death or removal of a Designated Director), the Board, upon recommendation from the Nominating and Governance Committee, shall
have the right to retain the resulting vacancies on the Board, reduce the size of the Board to the extent
(iii)
3
of the resulting vacancies or designate an individual or individuals recommended by the Nominating and Governance Committee to fill such vacancies, in each case until the next meeting of the Stockholders
for the election of Directors of that class, at which time the ACII Entities or the Axar Entities, as applicable, will again be entitled to designate Designated Directors to the extent permitted in this Section 1.
(c)
From and after the Effective Time and so long as the ACII Entities and their respective Affiliates (the “ACII Group”), collectively, continue to beneficially own at least 50% of the
Common Stock that the ACII Group owned immediately following the Effective Time (the “ACII Initial Share Ownership”), the ACII Entities shall be entitled to designate up to two (2) ACII Designated Directors pursuant to
this Section 1; provided, however, that, as of the first date that the ACII Group, collectively, beneficially owns at least 33% of the ACII Initial Share Ownership (but less than 50% of the ACII Initial Share Ownership), the ACII
Entities shall only be entitled to designate one (1) ACII Designated Director. If the ACII Group’s beneficial ownership is less than 50% of the ACII Initial Share Ownership (and at least 33% of the ACII Initial Share
Ownership)(the “ACII First Designated Director Termination Date”), the ACII Entities shall specify (by written notice to the Company not later than January 31 of the year in which the next annual meeting of the Stockholders
for the election of any ACII Designated Director is to be held or, in the case of a special meeting, within a reasonable time in advance of such meeting) which ACII Designated Director position will not be nominated by the
ACII Entities at the applicable annual (or special) meeting. From and after the Effective Time and so long as the Axar Entities and their respective Affiliates (the “Axar Group”), collectively, continue to beneficially own at least
33% of the Common Stock that the Axar Group owned immediately following the Effective Time (the “Axar Initial Share Ownership”), the Axar Entities shall be entitled to designate up to one (1) Axar Designated Director
pursuant to this Section 1. Notwithstanding the foregoing, (x) the rights of the ACII Entities to designate any ACII Designated Directors pursuant to this Section 1 shall immediately cease and terminate on the first date on
which the ACII Group, collectively, no longer beneficially owns at least 33% of the ACII Initial Share Ownership (the “ACII Second Designated Director Termination Date”) and (y) the rights of the Axar Entities to designate
any Axar Designated Directors pursuant to this Section 1 shall immediately terminate on the first date on which the Axar Group, collectively, no longer beneficially owns at least 33% of the Axar Initial Share Ownership (the
“Axar Designated Director Termination Date”). At any time on or after the ACII First Designated Director Termination Date, the ACII Second Designated Director Termination Date or the Axar Designated Director
Termination Date, the Board shall be entitled to accept and make effective the resignations of any Designated Directors in excess of the number of Designated Directors that the ACII Entities or the Axar Entities, as applicable,
are entitled to designate pursuant to this Section 1(c); provided, however, that after the ACII First Designated Director Termination Date, the ACII Entities shall be entitled to specify which of its Designated Directors’
resignations shall be so accepted and made effective if the number of required resignations hereunder is less than the number of then serving Designated Directors designated by the ACII Entities pursuant to the second sentence
of this Section 1(c). In addition to the obligation in Section 1(a) of each Designated Director to deliver the written resignation described therein, after the ACII First Designated Director Termination Date, the ACII Second
Designated Director Termination Date or the Axar Designated Director Termination Date, as applicable, each of the ACII Group, on the one hand, or the Axar Group, on the other hand, agree, promptly upon (and in any event
within two (2) Business Days following) receipt of a
4
written request from the Company, to cause the Designated Directors then serving as members of the Board in excess of the number of Designated Directors that it or they are entitled to designate pursuant to this Section 1(c), as
applicable, to resign from the Board effective immediately. The phrase “beneficial ownership” and words of similar import when used in this Agreement shall have the meaning (or the correlative meaning, as applicable) set
forth in Rule 13d-3 and Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.
At all times while a Designated Director is serving as a member of the Board, and following any such Designated Director’s death, resignation, removal or other cessation as a
Director in such former Designated Director’s capacity as a former Director, such Designated Director shall be entitled to all rights to indemnification and exculpation, in each case, as are then made available to any other
member of the Board. While serving as a Designated Director, such Designated Director shall be entitled to compensation commensurate with that of similarly situated (i.e., independent, employee or non-employee affiliate)
members of the Board and reimbursement for reasonable expenses consistent with the Company’s policies applicable to other similarly situated Directors.
(d)
(e)
The option and right to appoint Designated Directors to be granted to each of the ACII Entities and the Axar Entities by the Company following the Reorganization under this
Section 1 may not be transferred or assigned, in whole or in part, by the ACII Entities or the Axar Entities directly or indirectly (including by way of direct or indirect transfers of equity interests in such Persons) without the
prior written consent of GP or the Company, as applicable, and the execution by such transferee of a joinder agreement in the form of Annex B hereto (a “Joinder”) (provided that such rights may be transferred or assigned to an
Affiliate of the ACII Entities or the Axar Entities without the consent of GP or the Company, as applicable, in the case of direct or indirect transfers of equity interests in such Person among or to an Affiliate so long as (i) such
transferee executes a Joinder and (ii) such transfers collectively would not result in equity interests in such Person representing a majority of the economic or voting interests in such Person being owned or controlled by a
Person or Persons that do not own or control a majority of the economic or voting interests in such Person immediately prior to such transfer).
(f)
The Board shall not designate an executive committee or any other committee which has been delegated authority substantially similar to the authority of the Board unless each then
serving Designated Director is also appointed as a member of such committee.
Section 2.
Voting Obligations.
Each of the Parties (other than the Company) agrees that, provided that the Company is not in breach of its obligations under this Agreement (including Section 1 hereof), during the
Standstill Period (as defined below), at any meeting of the Stockholders, however called, or at any adjournment or postponement thereof, or in connection with any written consent of the Stockholders or in any other
circumstances upon which a vote, consent or other approval of all or some of the Stockholders is sought solely with respect to the matters described in this Section 2, such Party shall vote (or cause to be voted) or execute (or
cause to be executed) consents with respect to, as applicable, all of the Company securities owned (beneficially or of record) by such Party (or its Affiliates) as of the applicable record date in favor of (FOR) the
(a)
5
election of the persons named in the Company’s proxy statement as the Board’s nominees for election as Directors, and against any other nominees.
With respect to any vote of the Stockholders held during the Standstill Period with respect to the matters set forth in Section 2(a), each of the Parties (other than the Company) shall,
and shall cause its Affiliates which hold securities of the Company on any applicable record date to, appear at such meeting (in person or by proxy) or otherwise cause all of the securities of the Company held by such Party (or
such Affiliates) to be counted as present thereat for purposes of establishing a quorum. Any vote required to be cast or consent required to be executed pursuant to this Section 2 shall be cast or executed in accordance with the
applicable procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of that vote or consent.
(b)
Section 3.
Standstill.
breach of its obligations under this Agreement (including Section 1 hereof), each of the Principal Stockholders shall not, and shall cause its controlled Affiliates not to, directly or indirectly:
(a)
During the period commencing at the Effective Time and ending on the Standstill Termination Date (as defined below) (the “Standstill Period”), provided that the Company is not in
recommended by the Board);
(i)
engage in any hostile or takeover activities with respect to the Company (including by means of a tender offer or soliciting proxies or written consents, other than as
(ii)
acquire or propose to acquire additional Common Stock or other securities of the Company or any securities of its subsidiaries; provided, however, that the foregoing
shall not prohibit the acquisition or proposal to acquire additional Common Stock or other Company securities that in the aggregate, together with such Party’s and its Affiliates’ beneficial ownership of any
other Common Stock or other securities of the Company, does not cause such Party’s and its Affiliates’ aggregate beneficial ownership to exceed nineteen and ninety-nine hundredths percent (19.99%) of either
the outstanding Common Stock or the voting power of the outstanding securities of the Company; provided, further, that the foregoing shall not prohibit and the Principal Stockholders shall have the right to
participate pro rata, based on their respective beneficial ownership percentage of the outstanding Common Stock, in any equity capital raise by the Company or any of its subsidiaries;
(iii)
(iv)
call a special meeting of the Stockholders; or
seek additional representation on the Board or propose to nominate or remove, or vote to remove, any Directors of the Company (other than such Party’s Designated
Directors, as applicable, in accordance with Section 1).
of the Company, each of the Principal Stockholders shall not, and shall cause its controlled Affiliates not to, directly or indirectly:
(b)
Specifically, but without limiting Section 3(a), during the period commencing at the Effective Time and ending on the Standstill Termination Date, without the prior written consent
6
transaction involving the Company or any of its Affiliates or their properties, except as expressly permitted hereby;
(i)
propose to enter into, directly or indirectly, any merger, consolidation, recapitalization, business combination, partnership, joint venture, acquisition or similar
make or in any way participate in any “solicitation” of “proxies” (as such terms are used in Rule 14a-1 of Regulation 14A under the Exchange Act) or written
consents to vote, seek to influence, or advise others with respect to the voting of any voting securities of the Company or any of its Affiliates (other than in a Designated Director’s capacity as a member of the
Board);
(ii)
Affiliates (other than any group that may have been formed among the Principal Stockholders as a result of this Agreement);
(iii)
form, join or participate in a “group” (within the meaning of Section 13(d) of the Exchange Act) with respect to any voting securities of the Company or any of its
(iv)
act to seek to control or influence the management, Board or policies of the Company, except through such Party’s applicable Designated Directors or as permitted by
Section 3(c);
pursuant to Section 1);
(v)
propose to remove, or vote to remove, any Directors of the Company (other than pursuant to the exercise of such Party’s right to nominate Designated Directors
(vi)
(vii)
publicly disclose any intent, plan or arrangement inconsistent with this Agreement; or
advise, assist, publicly propose or encourage others in connection with the above.
(c)
Notwithstanding the foregoing provisions of this Section 3, the foregoing provisions shall not, and are not intended to:
advisory services consistent with past practices;
(i)
prohibit the ACII Entities or their respective Affiliates from providing the Company or its Affiliates assistance with operational and managerial matters or financial
(ii)
(iii)
2;
prohibit any Principal Stockholder or its controlled Affiliates from privately communicating with, including making any offer or proposal to, the Board;
restrict in any manner how any Principal Stockholder or its controlled Affiliates vote their Common Stock or other Company securities, except as provided in Section
discussions of the Board (including making suggestions or raising issues to the Board) in his or her capacity as a member of the Board, or (C) take actions required by his or her
(iv)
restrict the manner in which any Designated Director may (A) vote on any matter submitted to the Board or the Stockholders, (B) participate in deliberations or
7
exercise of legal duties and obligations as a member of the Board or refrain from taking any action prohibited by his or her legal duties and obligations as a member of the Board;
(v)
restrict any Principal Stockholder or any of its Affiliates from selling or transferring any of their Company securities; or
(vi)
limit, restrict or impair the Principal Stockholders or any of their respective Affiliates’ ability, in connection with an action conducted with the approval of the Board
(provided that no such Board approval shall be required with respect to clauses (D) or (E) below), to directly or indirectly (A) propose, commit on, participate in and/or make a loan or other debt financing to
the Company or any of its subsidiaries, (B) propose, commit on, participate in and/or provide debt financing to a prospective buyer regarding the Company or any of its subsidiaries or assets in a negotiated
transaction with the Company, finance a third party’s effort to make a loan or other debt financing to the Company or any of its subsidiaries in a negotiated transaction with the Company or any of its
subsidiaries, (C) participate in any process conducted pursuant to which the Company or any of its subsidiaries proposes to issue any additional equity interests, arrange for any debt financing or in which any
of the businesses or assets of the Company or any of its subsidiaries are proposed to be sold or otherwise disposed of, in each case in accordance with the parameters of such process, (D) submit a proposal to
the Board relating to the acquisition of all or substantially all of the assets or equity of the Company and its subsidiaries if the Company has entered into a definitive agreement with respect to the sale of all or
substantially all of the assets or equity of the Company and its subsidiaries or (E) purchase debt of the Company or its subsidiaries in secondary market transactions. The term “debt” as used in this paragraph
shall include institutional debt (bank or otherwise), commercial paper, notes, debentures, bonds, other evidences of indebtedness, and debt securities, but shall not include any debt convertible or exchangeable
for equity.
“Standstill Termination Date” means, with respect to the ACII Entities or the Axar Entities, as applicable, the earlier of (i) the third anniversary of the Effective Time, (ii) the date
that the Company or any of its Affiliates or agents materially breaches this Agreement (following notice of such breach to the Company by any ACII Entity or any Axar Entity and the opportunity for the Company to cure or
cause to be cured such breach for 15 days from such notice) or takes any action challenging the validity or enforceability of this Agreement, (iii) the date that the ACII Entities or the Axar Entities, as applicable, no longer has
the right to nominate any Directors or no longer has any of its Designated Directors on the Board, and (iv) thirty (30) days following the delivery by all of the Designated Directors of the ACII Entities or the Designated Director
of the Axar Entities, respectively, of a notice of immediate effective resignation from the Board.
(d)
Section 4.
Sharing of Information.
Designated Directors may share confidential, non-public information (“Confidential
(a)
From and after the Reorganization, to the extent permitted by antitrust, competition or any other applicable law, each Principal Stockholder agrees and acknowledges that the
8
Information”) about the Company and its subsidiaries with the Principal Stockholders, respectively.
(b)
Each Principal Stockholder recognizes that it, or its Affiliates and Representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause
the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each Principal Stockholder covenants and agrees with the Company that it will
not (and will cause its respective Affiliates and Representatives not to) at any time, except with the prior written consent of the Company, directly or indirectly, disclose any Confidential Information known to it, unless (i) such
information becomes known to the public through no fault of such Principal Stockholder, (ii) disclosure is required by applicable law or court of competent jurisdiction or requested by a governmental agency, provided that such
Principal Stockholder promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure, (iii) such information was available or becomes available to such
Principal Stockholder before, on or after the date hereof, without restriction, from a source (other than the Company) without any breach of duty to the Company or (iv) such information was independently developed by the
Principal Stockholder or its Representatives without the use of the Confidential Information. Notwithstanding anything herein to the contrary, nothing in this Agreement shall prohibit any Principal Stockholder from disclosing
Confidential Information (A) to their Affiliates and their respective Affiliates’ directors, officers, employees, agents, attorneys, accountants, financial advisors and other representatives (collectively “Representatives”) and (B)
to its or its Affiliates’ investors or potential investors in a manner that is consistent with ordinary course communications with its investors or potential investors prior to the date hereof, in each of (A) and (B) which such
Principal Stockholder, as applicable, informs of the confidential nature of such information and who agree to keep such information confidential and to use such information only in accordance with the terms of this Agreement,
and (C) Confidential Information may be disclosed to the extent advised by legal counsel that such disclosure is required by Law, rule, or regulation of any Governmental Authority or National Securities Exchange that has, or
may have, jurisdiction over any Party or its Affiliates or the Partnership, as the case may be. Each Party shall be responsible for any breach of the terms of this Section 4 by any of its Representatives.
Each of the ACII Entities and the Axar Entities acknowledges that it is aware, and will advise all those to whom Confidential Material is disclosed, that United States securities laws
prohibit any Person who has material, non-public information concerning a publicly traded company from purchasing or selling securities of such company or from communicating such information to any other Person under
circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities
(c)
Section 5.
Miscellaneous.
Entire Agreement. This Agreement (including the documents and instruments referred to herein) is intended by the Parties as a final expression of their agreement and intended to be
a complete and exclusive statement of the agreement and understanding of the Parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, warranties or undertakings other than those
set forth or referred to herein with respect
(a)
9
to the rights granted by any Party or any of its Affiliates set forth herein. This Agreement supersedes all prior agreements and understandings between the Parties with respect to the subject matter hereof.
Notices. All notices and other communications hereunder must be in writing and will be deemed duly given if delivered personally or through electronic transmission or mailed by a
nationally recognized overnight courier or registered or certified mail (return receipt requested), postage prepaid, to the Parties at the following addresses (or at such other address for a Party as specified by like notice, provided,
that notices of a change of address will be effective only upon receipt thereof):
(b)
If to the Company, to:
StoneMor GP LLC
3600 Horizon Boulevard
Trevose, Pennsylvania 19053
Attention: General Counsel
Email: Aso@StoneMor.com
With a copy to (which does not constitute notice):
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, TX 77002
Attention: David P. Oelman
Email: doelman@velaw.com
If to either ACII Entity, to:
American Cemeteries Infrastructure Investors LLC
950 Tower Lane, Suite 800
Foster City, CA 94404
Attention: Robert B. Hellman, Jr.
Email: bhellman@aimlp.com
With a copy to (which does not constitute notice):
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, TX 77002
Attention: David P. Oelman
Email: doelman@velaw.com
10
If to any Axar Entity, to:
Axar Capital Management, LP
1330 Avenue of the Americas, 30th Floor
New York, NY 10019
Attention: Andrew Axelrod
Email: aaxelrod@axarcapital.com
With a copy to (which does not constitute notice):
Schulte Roth & Zabel LLP
919 Third Avenue
New York NY 10022
Attention: Stuart Freedman, Esq.
Email: Stuart.Freedman@srz.com
Notices will be deemed to have been received (i) on the date of receipt if delivered by hand or nationally recognized overnight courier service, (ii) in the case of electronic transmission, on the date receipt of such electronic
transmission is confirmed in writing or by electronic transmission or (iii) on the date five (5) Business Days after dispatch by certified or registered mail.
(c)
Interpretation. Section references in this Agreement are references to the corresponding Section to this Agreement, unless otherwise specified. All references to instruments,
documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise
specified. The word “including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. If any
provision in this Agreement is held to be illegal, invalid, not binding or unenforceable, (i) such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding or
unenforceable provision had never comprised a part of this Agreement, and the remaining provisions shall remain in full force and effect and (ii) the Parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When
calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if
the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular number only shall include the plural and vice versa. The words such as
“herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. The division of this Agreement into
Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement.
(d)
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
11
This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation,
execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an
inducement to enter into this Agreement), shall be governed by the Laws of the State of Delaware, without giving effect to any conflicts of law principles that would result in the application of any Law other
than the Law of the State of Delaware.
(i)
(ii)
The Parties hereto submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such Court does not have subject matter jurisdiction, to
the Superior Court of the State of Delaware or, if jurisdiction is vested exclusively in the Federal courts of the United States, the Federal courts of the United States sitting in the State of Delaware, and any
appellate court from any such state or Federal court, and hereby irrevocably and unconditionally agree that all claims with respect to any such claim shall be heard and determined in such Delaware court or, to
the extent required by applicable Law, in such Federal court. The Parties agree that a final judgment in any such claim is conclusive and may be enforced in any other jurisdiction by suit on the judgment or in
any other manner provided by law. Each of the Parties irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any related matter in any Delaware state or Federal court located in the State of Delaware and the defense of an
inconvenient forum to the maintenance of such claim in any such court.
(iii)
The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at law in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached and it is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case, in accordance with this Section 5) in the Delaware Court of Chancery or any state or federal
court sitting in the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction,
specific performance and other equitable relief as provided herein on the basis that (a) a Party has an adequate remedy at law or (b) an award of specific performance is not an appropriate remedy for any reason
at law or equity. Each Party further agrees that no Party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this
Section 5, and each Party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.
To the extent not prohibited by applicable Law that cannot be waived, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL
NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION ARISING IN
(iv)
12
WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR
HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. Any Party may file an original counterpart or a copy of this Section 5 with any court as written
evidence of the consent of each such Party to the waiver of its right to trial by jury.
(e)
No Waiver; Modifications in Writing.
Delay. No failure or delay on the part of any Party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not
exclusive of any remedies that may be available to a Party at law or in equity or otherwise.
(i)
(ii)
Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of this Agreement shall be
effective unless signed by each of the Parties hereto; provided, however, that this Agreement shall be deemed to be amended without the consent of the Parties hereto by the execution and delivery of a Joinder
hereto solely for the purpose of adding an Affiliate as a Party to this Agreement. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this
Agreement and any consent to any departure by a Party from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which made or
given. Except where notice is specifically required by this Agreement, no notice to or demand on a Party in any case shall entitle such Party to any other or further notice or demand in similar or other
circumstances. Any investigation by or on behalf of any Party shall not be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement
contained herein.
when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same agreement.
(f)
Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different Parties hereto in separate counterparts, each of which counterparts,
Binding Effect; Assignment; Termination. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns,
but, except as provided by Section 1(e) hereof will not be assignable or delegable by any Party hereto without the prior written consent of each of the other Parties. This Agreement shall terminate with respect to a Principal
Stockholder (and the Company’s rights with respect to and obligations to such Principal Stockholder) on the later of: (i) with respect to the ACII Entities, the ACII Second Designated Director Termination Date or, with respect
to the Axar Entities, the Axar Designated Director Termination Date, as applicable, and (ii) the Standstill Termination Date with respect to such Principal Stockholder, except that in any such case the provisions of Section 4 and
this Section 5 shall survive any termination of this Agreement and except that no
(g)
13
party to this Agreement shall be relieved or released from liability for damages arising out of a breach of this Agreement before such termination.
agency, partnership, joint venture or any like relationship among the Parties hereto.
(h)
No Partnership, Agency or Joint Venture. This Agreement is intended to create, and does not create, a contractual relationship and is not intended to create, and does not create, any
Independent Counsel. Each of the Parties acknowledges that it has been represented by independent counsel of its choice throughout all negotiations that have preceded the
execution of this Agreement and that it has executed the same with consent and upon the advice of said independent counsel. Each Party and its counsel cooperated in the drafting and preparation of this Agreement and the
documents referred to herein, and any and all drafts relating thereto will be deemed the work product of the Parties and may not be construed against any Party by reason of its preparation. Accordingly, any rule of law or any
legal decision that would require interpretation of any ambiguities in this Agreement against the Party that drafted it is of no application and is hereby expressly waived.
(i)
this Agreement and compliance herewith, whether or not the Reorganization and the other transactions contemplated by the Merger Agreement are effected.
(j)
Expenses. Each Party shall bear its expenses, costs and fees (including attorneys’, auditors’ and financing fees, if any) in connection with the preparation, execution and delivery of
Party hereto shall reasonably request in order to fulfill its obligations under this Agreement to effectuate the purposes of this Agreement.
(k)
Further Assurances. Each of the Parties hereto shall, from time to time and without further consideration, execute such further instruments and take such other actions as any other
[Signature Pages Follow]
14
IN WITNESS WHEREOF, the Parties hereto execute this Nomination and Director Voting Agreement, effective as of the date first above written.
STONEMOR GP LLC
By:
Name:
Title:
/s/ Joseph M. Redling
Joseph M. Redling
President and Chief Executive Officer
STONEMOR GP HOLDINGS, LLC
By:
Name:
Title:
/s/ Robert B. Hellman, Jr.
Robert B. Hellman, Jr.
Authorized Person
AXAR CAPITAL MANAGEMENT, LP
By:
Axar GP, LLC, its general partner
By:
Axelrod
Name:
Title:
Andrew Axelrod
AXAR GP LLC
By:
Axelrod
Name:
Title:
Andrew Axelrod
AXAR MASTER FUND, LTD.
By:
Axelrod
Name:
Title:
Andrew Axelrod
Signature Page to
Nomination and Director Voting Agreement
/s/
Andrew
M.
Sole Member
/s/
Andrew
M.
Sole Member
/s/
Andrew
M.
Authorized Signatory
ROBERT B. HELLMAN, JR., AS TRUSTEE UNDER THE VOTING AND INVESTMENT TRUST
AGREEMENT FOR THE BENEFIT OF AMERICAN CEMETERIES INFRASTRUCTURE INVESTORS, LLC
By:
Jr.
Name:
Title:
Robert B. Hellman, Jr.
Trustee
/s/
Robert
B.
Hellman,
Signature Page to
Nomination and Director Voting Agreement
ANNEX A
Form of Designated Director Resignation
Irrevocable Resignation
____________, 20__
Attention: Board of Directors (the “Board”) of StoneMor Inc. (the “Company”)
In accordance with and subject to the terms and conditions of Section 1 of that certain Nomination and Director Voting Agreement dated as of September 27, 2018 by and among the Company (formerly known
as StoneMor GP LLC), Axar Capital Management, LP, a Delaware limited partnership, Axar GP LLC, a Delaware limited liability company, Axar Master Fund, Ltd., a Cayman Islands exempted limited partnership, StoneMor
GP Holdings, LLC, a Delaware limited liability company and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC, (as
amended or restated from time to time, the “Agreement”), I hereby tender my resignation as a director of the Company. This resignation shall be effective upon acceptance by the Company in accordance with Section 1(c) of the
Agreement.
relating to the Company’s operations, policies or practices.
This resignation shall be irrevocable and may not be withdrawn by me at any time. My decision to resign does not involve any disagreement with the Board, the Company or its management on any matter
Very truly yours,
Accepted on ____________ ____, 20__.
_________________________________
US 5725358v.14
ANNEX B
Form of Joinder Agreement
JOINDER AGREEMENT
This Joinder Agreement is made this ___ day of ______________, 20___, by and between ______________________ (the “Permitted Transferee”) and [StoneMor Inc., a Delaware corporation][StoneMor GP LLC, a Delaware limited liability
company] (the “Company”), pursuant to the terms of the Nomination and Director Voting Agreement dated as of ____________ by and among the Company and the other parties thereto (the “Agreement”) and the Merger Agreement. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Agreement.
WITNESSETH:
WHEREAS, the Parties have agreed in the Agreement that all Persons to whom securities are transferred by the Axar Entities or the ACII Entities in accordance with the Agreement must enter into a Joinder Agreement binding such Person as a Party
to the same extent as if such Person was an original party thereto (if such Permitted Transferee is a transferee of the Axar Entities, as though such Person were originally included in the definition of “Axar Entities” and if such Permitted Transferee is a transferee of the
ACII Entities, as though such Person were originally included in the definition of “ACII Entities”) and imposing the same restrictions and obligations on such Person as are imposed upon such Party under the Agreement.
NOW, THEREFORE, in consideration of the mutual promises of the parties and as a condition of the purchase or receipt by the Permitted Transferee of any securities by any Party, the Permitted Transferee acknowledges and hereby joins in, and agrees
to be bound by, the Agreement as a Party and shall have all of the restrictions and obligations under the terms and conditions of the Agreement to the same extent as if the Permitted Transferee were an original Party to the Agreement. This Joinder Agreement shall be
attached to and become a part of the Agreement.
The provisions of Section 4 of the Agreement shall apply mutatis mutandis to this Agreement.
IN WITNESS WHEREOF, the undersigned hereto execute this Joinder Agreement effective as of the date first above written.
COMPANY
[STONEMOR INC.][STONEMOR GP LLC]
By:
Name:
Title:
PERMITTED TRANSFEREE:
[_____________________]
By:
Name:
Title:
US 5725358v.14
(Back To Top)
Section 7: EX-10.11 (EX-10.11 FIRST AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT DATED AS OF
FEBRUARY 4, 2019)
Exhibit 10.11
EXECUTION VERSION
THIS FIRST AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT (this “Amendment”) is entered into on February 4, 2019 (the “Execution Date”), by and among StoneMor
GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), Axar Capital Management, LP, a Delaware limited partnership (“Axar”), Axar GP LLC, a Delaware limited liability company
(“Axar GP”), Axar Master Fund, Ltd., a Cayman Islands exempted limited partnership (together with Axar and Axar GP, the “Axar Entities”), StoneMor GP Holdings, LLC, a Delaware limited liability company (“GP
Holdings”), and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC (“ACII,” and, together with GP Holdings, the “ACII
Entities” and, collectively with the Axar Entities, the “Principal Stockholders”). The Principal Stockholders and GP are referred to herein as the “Parties” and each as a “Party.”
FIRST AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT
1.
2.
3.
agree as follows:
The Parties entered into that certain Nomination and Director Voting Agreement on September 27, 2018 (the “Agreement”).
Pursuant to Section 5(e)(ii) of the Agreement, the Agreement may be amended in writing by the Parties.
The Parties desire to make certain amendments to the Agreement as set forth herein.
RECITALS
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
ARTICLE I
AMENDMENTS
1.1
Standstill. Section 3(a)(ii) of the Agreement is hereby amended and restated in its entirety as follows:
“acquire or propose to acquire additional Common Stock or other securities of the Company or any securities of its subsidiaries; provided, however, that the foregoing shall not prohibit the acquisition or
proposal to acquire additional Common Stock or other Company securities that in the aggregate, together with such Party’s and its Affiliates’ beneficial ownership of any other Common Stock or other
securities of the Company, does not cause such Party’s and its Affiliates’ aggregate beneficial ownership to exceed nineteen and ninety-nine hundredths percent (19.99%) with respect to the ACII Entities, or
twenty-seven and forty-nine hundredths percent (27.49%) with respect to the Axar Entities of either the outstanding Common Stock or the voting power of the outstanding securities of the Company; provided,
further, that the foregoing shall not prohibit and the Principal Stockholders shall have the right to participate pro rata, based on their
respective beneficial ownership percentage of the outstanding Common Stock, in any equity capital raise by the Company or any of its subsidiaries;”
ARTICLE II
MISCELLANEOUS PROVISIONS
Agreement.
2.1
2.2
2.3
the same instrument.
Certain Defined Terms. Capitalized terms used in this Amendment that are not defined in the text of the body of this Amendment shall have the meanings given such terms in the
No Other Amendments. All provisions of the Agreement, unless amended by this Amendment, shall remain unchanged.
Counterparts. This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
2.4
Miscellaneous. Section 5 of the Agreement shall apply to this Amendment mutatis mutandis.
2
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the day and year first above written.
STONEMOR GP LLC
By:
Redling
Name: Joseph M. Redling
Title: President and Chief Executive Officer
/s/ Joseph M.
STONEMOR GP HOLDINGS, LLC
By:
Jr.
Name: Robert B. Hellman, Jr.
Title:
/s/ Robert B. Hellman,
Authorized Person
AXAR CAPITAL MANAGEMENT, LP
By:
Axar GP, LLC, its general partner
By:
Axelrod
Name:
Title:
Andrew Axelrod
AXAR GP LLC
By:
Axelrod
Name:
Title:
Andrew Axelrod
AXAR MASTER FUND, LTD.
By:
Axelrod
Name:
Title:
Andrew Axelrod
/s/
Andrew
Sole Member
/s/
Andrew
Sole Member
/s/
Andrew
Authorized Person
M.
M.
M.
ROBERT B. HELLMAN, JR., AS TRUSTEE UNDER THE VOTING AND INVESTMENT TRUST
AGREEMENT FOR THE BENEFIT OF AMERICAN CEMETERIES INFRASTRUCTURE INVESTORS, LLC
By:
Jr.
Name:
Title:
Robert B. Hellman, Jr.
Trustee
/s/
Robert
B.
Hellman,
(Back To Top)
Section 8: EX-10.12 (EX-10.12 SECOND AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT DATED AS OF
JUNE 27. 2019)
Exhibit 10.12
Execution Version
SECOND AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT
THIS SECOND AMENDMENT TO NOMINATION AND DIRECTOR VOTING AGREEMENT (this “Amendment”) is entered into on June 27, 2019 (the “Execution Date”), by and among StoneMor
GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), Axar Capital Management, LP, a Delaware limited partnership (“Axar”), Axar GP LLC, a Delaware limited liability company
(“Axar GP”), Axar Master Fund, Ltd., a Cayman Islands exempted limited partnership (together with Axar and Axar GP, the “Axar Entities”), StoneMor GP Holdings, LLC, a Delaware limited liability company (“GP
Holdings”), and Robert B. Hellman, Jr., as trustee under the Voting and Investment Trust Agreement for the benefit of American Cemeteries Infrastructure Investors LLC (“ACII,” and, together with GP Holdings, the “ACII
Entities” and, collectively with the Axar Entities, the “Principal Stockholders”). The Principal Stockholders and GP are referred to herein as the “Parties” and each as a “Party.”
The Parties entered into that certain Nomination and Director Voting Agreement on September 27, 2018, as amended by that certain First Amendment to Nomination and Director Voting Agreement dated as of
February 4, 2019 (collectively, the “Agreement”).
RECITALS
Pursuant to Section 5(e)(ii) of the Agreement, the Agreement may be amended in writing by the Parties.
The Parties desire to make certain amendments to the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
1.
2.
3.
agree as follows:
1.1
Board Designation Rights. Section 1 of the Agreement is hereby amended and restated in its entirety as follows:
“Section 1.
Board Designation Rights.
ARTICLE I
AMENDMENTS
(a)
Subject to the other provisions of this Section 1, commencing as of the Effective Time and ending on the Final Designated Director Termination Date (as defined below), the Axar Entities shall have the option
and right (but not the obligation) to designate up to three (3) nominees to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as Directors on the Board
(each, an “Axar Designated Director”, and collectively, the “Axar Designated Directors”) in accordance with this Section 1, two of whom shall be “independent” under the standards set forth in
DOC ID – 32124043.8
Section 303A.02(b) of the New York Stock Exchange Listed Company Manual for so long as the Company is not a “controlled company” for purposes of the New York Stock Exchange. Each Axar Designated
Director shall in the reasonable determination of the Board or Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”) (i) be suitable to serve on the Board in
accordance with the customary standards of suitability for directors of NYSE listed companies, (ii) not be prohibited from serving as a Director pursuant to any rule or regulation of the U.S. Securities and
Exchange Commission or any National Securities Exchange on which the Common Stock is listed or admitted to trading, and (iii) not be an employee, manager or director of any Competitor (as defined
below). As a condition precedent to service on the Board, each Axar Designated Director shall deliver to the Board his or her written resignation from the Board (in the form attached hereto as Annex A) that
the Board or the Nominating and Governance Committee may, in the Board’s or such committee’s sole discretion, accept and make effective solely and to the extent provided in accordance with subsection (d)
below. For purposes of this Agreement, the term “Competitor” shall mean any person or entity that is an operating company (it being agreed that “Competitor” shall not include any company the primary
business purpose of which is to provide financing directly or indirectly to unaffiliated entities) which engages in the death care business.
(b)
(c)
Subject to the other provisions of this Section 1, commencing as of the Effective Time and ending on the Final Designated Director Termination Date (as defined below), the ACII Entities shall have the option
and right (but not the obligation) to designate one (1) nominee to be nominated by the Company at each annual (or special) meeting of stockholders of the Company to serve as a Director on the Board (the
“ACII Designated Director”, and collectively with the Axar Designated Directors, the “Designated Directors”) in accordance with this Section 1. The ACII Designated Director shall in the reasonable
determination of the Board or Nominating and Governance Committee (i) be suitable to serve on the Board in accordance with the customary standards of suitability for directors of NYSE listed companies, (ii)
not be prohibited from serving as a Director pursuant to any rule or regulation of the U.S. Securities and Exchange Commission or any National Securities Exchange on which the Common Stock is listed or
admitted to trading, and (iii) not be an employee, manager or director of any Competitor. As a condition precedent to service on the Board, the ACII Designated Director shall deliver to the Board his or her
written resignation from the Board (in the form attached hereto as Annex A) that the Board or the Nominating and Governance Committee may, in the Board’s or such committee’s sole discretion, accept and
make effective solely and to the extent provided in accordance with subsection (d) below.
The GP and Company (as applicable) and the Board shall take all actions necessary or advisable to effect the provisions of Sections 1(a) and 1(b) (subject to Section 1(d)), including, effective as of the
Conversion Effective Time, validly appointing the three (3) Directors designated by Axar in writing to the Board and one (1) Director designated by ACII in writing to the Board, in each case, no later than
ninety (90) days after the date hereof (the “Initial Directors”). Of the Initial Directors, the Axar Designated Directors shall serve initial terms that expire no earlier than the annual meeting of the stockholders of
the Company (the “Stockholders”) to be held in 2020, 2021 and 2022, respectively (with
2
Axar notifying the Board which Axar Designated Director’s term shall expire in 2020, 2021 and 2022), and the ACII Designated Director shall serve an initial term that expires no earlier than the annual
meeting of the Stockholders to be held in 2020.
(i)
Each of the ACII Entities, on the one hand, and the Axar Entities, on the other hand, agree (A) upon GP’s or the Company’s (as applicable) request to, and to cause each
Designated Director designated by them to, timely provide GP or the Company (as applicable) with accurate and complete information relating to such Designated Director as may be required to be disclosed
by the Company under the Exchange Act and (B) to cause each Designated Director designated by it or them, as applicable, to comply with the Section 16 filing obligations under the Exchange Act. At each
applicable election of Directors, the Board shall nominate each Designated Director, which designee must meet the standards set forth in subsection (a) above, as part of the slate of Directors nominated by the
Board for election by the Stockholders and shall recommend that the Stockholders vote for the each of the Designated Directors. Additionally, in the event of the resignation, death, or removal (for cause or
otherwise) of any Designated Director, the Party who designated such Director under this Agreement shall have the right for the ensuing sixty (60) days, subject to the other provisions of this Section 1, to
designate in writing furnished to the Nominating and Governance Committee the person to be appointed by the Board as the Designated Director to fill the resulting vacancy (subject to such designee meeting
the standards set forth in subsection (a) above).
(ii)
Any action by the ACII Entities or the Axar Entities to designate a Designated Director shall be evidenced in writing furnished to the Nominating and Governance Committee
not later than January 31 of the year in which the annual meeting of the Stockholders for the election of such Designated Director is to be held (or in the case of a special meeting within a reasonable time in
advance of such meeting in order to allow the Board and the Nominating and Governance Committee to determine compliance with the qualifications required in Section 1 and otherwise to comply with its
proxy solicitation and disclosure obligations in connection with such meeting) and shall be executed by the ACII Entities or the Axar Entities, as applicable.
(iii)
In the event that the ACII Entities or the Axar Entities fail to designate a Designated Director meeting the qualifications specified in Section 1 in accordance with the time
periods set forth in this Section 1(c) (including upon the resignation, death or removal of a Designated Director), the Board, upon recommendation from the Nominating and Governance Committee, shall have
the right to retain the resulting vacancies on the Board, reduce the size of the Board to the extent of the resulting vacancies or designate an individual or individuals recommended by the Nominating and
Governance Committee to fill such vacancies, in each case until the next meeting of the Stockholders for the election of Directors of that class, at which time the ACII Entities or the Axar Entities, as
applicable, will again be entitled to designate Designated Directors to the extent permitted in this Section 1.
(d)
Ownership Thresholds.
3
(i)
Subject to the remaining terms of this Section 1(d), from and after the Effective Time and so long as the ACII Entities and their respective Affiliates (the “ACII Group”),
collectively, continue to beneficially own at least 4.00% of the then issued and outstanding Common Stock of the Company (“Outstanding Common Stock”), the ACII Entities shall be entitled to designate one
(1) ACII Designated Director pursuant to this Section 1. As of the first date that the ACII Group, collectively, beneficially owns less than 4.00% of the Outstanding Common Stock, the right of the ACII
Entities to designate any ACII Designated Directors pursuant to this Section 1 shall immediately terminate.
(ii)
Subject to the remaining terms of this Section 1(d), from and after the Effective Time and until the later of (x) the refinancing or repayment of the Notes under the New
Indenture (the “Refinancing”) and (y) the Axar Entities and their respective Affiliates (the “Axar Group”), collectively, no longer beneficially own at least 15.00% of the Outstanding Common Stock, the Axar
Entities shall be entitled to designate up to three (3) Axar Designated Directors pursuant to this Section 1, provided, however that if, prior to the Refinancing, the number of Directors on the Board is increased,
the number of Axar Designated Directors shall be increased to be at least three-sevenths (3/7) of the total number of Directors on the Board. Solely after the Refinancing, as of the first date that the Axar
Group, collectively, beneficially owns less than 15.00% Outstanding Common Stock, but at least 10.00% of the Outstanding Common Stock, the Axar Entities shall only be entitled to designate up to two (2)
Axar Designated Directors. Solely after the Refinancing, as of the first date that the Axar Group, collectively, beneficially owns less than 10.00% of the Outstanding Common Stock, but at least 5.00% of the
Outstanding Common Stock, the Axar Entities shall only be entitled to designate one (1) Axar Designated Director. Solely after the Refinancing, as of the first date that the Axar Group, collectively,
beneficially owns less than 5.00% of the Outstanding Common Stock, the right of the Axar Entities to designate any Axar Designated Directors pursuant to this Section 1 shall immediately terminate.
(iii)
If, solely after the Refinancing, the Axar Group’s beneficial ownership is less than 15.00% of the Outstanding Common Stock but greater than 10.00% (the “First Designated
Director Termination Date”), the Axar Entities shall specify (by written notice to the Company not later than January 31 of the year in which the next annual meeting of the Stockholders for the election of any
Axar Designated Director is to be held or, in the case of a special meeting, within a reasonable time in advance of such meeting) which Axar Designated Director position will not be nominated by the Axar
Entities at the applicable annual (or special) meeting.
(iv)
If, solely after the Refinancing, the Axar Group’s beneficial ownership is less than 10.00% of the Outstanding Common Stock but greater than 5.00% (the “Second
Designated Director Termination Date”), the Axar Entities shall specify (by written notice to the Company not later than January 31 of the year in which the next annual meeting of the Stockholders for the
election of any Axar Designated Director is to be held or, in the case of a special meeting, within a reasonable time in advance of such meeting) which Axar Designated Director position will not be nominated
by the Axar Entities, as applicable at the applicable annual (or special) meeting.
4
(v)
The date on which the ACII Group’s or the Axar Group’s (and, with respect to the Axar Group, solely after the Refinancing), as applicable, beneficial ownership is less than
5.00% of the Outstanding Common Stock shall be the “Final Designated Director Termination Date”.
“New Indenture” means the Indenture, dated as of June 27, 2019, by and among the Partnership and certain subsidiaries of the Partnership as Issuers and the Subsidiary Guarantors party thereto
from time to time and Wilmington Trust, National Association, as Trustee and as Collateral Agent, as amended, amended and restated, or supplemented from time to time.
“Notes” means the Senior Secured PIK Toggle Notes due 2024 under the New Indenture.
(vi)
At any time on or after the First Designated Director Termination Date, the Second Designated Director Termination Date or the Final Designated Director Termination Date,
the Board shall be entitled to accept and make effective the resignations of any Designated Directors in excess of the number of Designated Directors that the ACII Entities or the Axar Entities, as applicable,
are entitled to designate pursuant to this Section 1(d); provided, however, that after the First Designated Director Termination Date and Second Designated Director Termination Date, as applicable, the Axar
Entities shall be entitled to specify which of its Designated Directors’ resignations shall be so accepted and made effective if the number of required resignations hereunder is less than the number of then
serving Designated Directors designated by the Axar Entities pursuant to this Section 1(d).
(vii)
In addition to the obligation in Section 1(a) of each Designated Director to deliver the written resignation described therein, after the First Designated Director Termination
Date, the Second Designated Director Termination Date or the Final Designated Director Termination Date, as applicable, each of the ACII Group, on the one hand, or the Axar Group, on the other hand, agree,
promptly upon (and in any event within two (2) Business Days following) receipt of a written request from the Company, to cause the Designated Directors then serving as members of the Board in excess of
the number of Designated Directors that it or they are entitled to designate pursuant to this Section 1(d), as applicable, to resign from the Board effective immediately.
(viii)
The phrase “beneficial ownership” and words of similar import when used in this Agreement shall have the meaning (or the correlative meaning, as applicable) set forth in
Rule 13d-3 and Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.
(e)
At all times while a Designated Director is serving as a member of the Board, and following any such Designated Director’s death, resignation, removal or other cessation as a Director in such former
Designated Director’s capacity as a former Director, such Designated Director shall be entitled to all rights to indemnification and exculpation, in each case, as
5
are then made available to any other member of the Board. While serving as a Designated Director, such Designated Director shall be entitled to compensation commensurate with that of similarly situated
(i.e., independent, employee or non-employee affiliate) members of the Board and reimbursement for reasonable expenses consistent with the Company’s policies applicable to other similarly situated
Directors.
(f)
(g)
The option and right to appoint Designated Directors to be granted to each of the ACII Entities and the Axar Entities by the Company following the Reorganization under this Section 1 may not be transferred
or assigned, in whole or in part, by the ACII Entities or the Axar Entities directly or indirectly (including by way of direct or indirect transfers of equity interests in such Persons) without the prior written
consent the Company, and the execution by such transferee of a joinder agreement in the form of Annex B hereto (a “Joinder”) (provided that such rights may be transferred or assigned to an Affiliate of the
ACII Entities or the Axar Entities without the consent of the Company, as applicable, in the case of direct or indirect transfers of equity interests in such Person among or to an Affiliate so long as (i) such
transferee executes a Joinder and (ii) such transfers collectively would not result in equity interests in such Person representing a majority of the economic or voting interests in such Person being owned or
controlled by a Person or Persons that do not own or control a majority of the economic or voting interests in such Person immediately prior to such transfer).
The Board shall not designate an executive committee or any other committee which has been delegated authority substantially similar to the authority of the Board unless each then serving Designated Director
is also appointed as a member of such committee. ”
1.2
Standstill. Section 3(a)(ii) of the Agreement is hereby amended and restated in its entirety as follows:
“acquire or propose to acquire additional Common Stock or other securities of the Company or any securities of its subsidiaries; provided, however, that the foregoing shall not prohibit the acquisition or
proposal to acquire additional Common Stock or other Company securities that in the aggregate, together with such Party’s and its Affiliates’ beneficial ownership of any other Common Stock or other
securities of the Company, does not cause such Party’s and its Affiliates’ aggregate beneficial ownership to exceed nineteen and ninety-nine hundredths percent (19.99%) with respect to the ACII Entities, or
twenty-seven and forty-nine hundredths percent (27.49%) (which percentage shall exclude equity acquired in connection with the Partnership’s preferred unit offering to be consummated on or about the
Execution Date including any Common Stock issued upon conversion or in consideration of such equity) with respect to the Axar Entities of either the outstanding Common Stock or the voting power of the
outstanding securities of the Company; provided, further, that the foregoing shall not prohibit and the Principal Stockholders shall have the right to participate pro rata, based on their respective beneficial
ownership percentage of the outstanding Common Stock, in any equity capital raise by the Company or any of its subsidiaries;”
1.3
6
Standstill. Section 3(d) of the Agreement is hereby amended and restated in its entirety as follows:
“Standstill Termination Date” means, with respect to the ACII Entities or the Axar Entities, as applicable, the earlier of (i) the third anniversary of the Effective Time, (ii) the date that the Company or any of its
Affiliates or agents materially breaches this Agreement (following notice of such breach to the Company by any ACII Entity or any Axar Entity and the opportunity for the Company to cure or cause to be
cured such breach for 15 days from such notice) or takes any action challenging the validity or enforceability of this Agreement, (iii) the date that the ACII Entities or the Axar Entities, as applicable, no longer
has the right to nominate any Directors or no longer has any of its Designated Directors on the Board, and (iv) thirty (30) days following the delivery by all of the Designated Directors of the ACII Entities or
all of the Designated Directors of the Axar Entities, respectively, of a notice of immediate effective resignation from the Board.”
1.4
Binding Effect; Assignment; Termination. Section 5(g) of the Agreement is hereby amended and restated in its entirety as follows:
“(g)
Binding Effect; Assignment; Termination. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but, except as
provided by Section 1(e) hereof will not be assignable or delegable by any Party hereto without the prior written consent of each of the other Parties. This Agreement shall terminate with respect to a Principal Stockholder (and
the Company’s rights with respect to and obligations to such Principal Stockholder) on the later of: (i) with respect to the ACII Entities or the Axar Entities, as applicable, the Final Designated Director Termination Date
applicable the ACII Entities or the Axar Entities, respectively, and (ii) the Standstill Termination Date with respect to such Principal Stockholder, except that in any such case the provisions of Section 4 and this Section 5 shall
survive any termination of this Agreement and except that no party to this Agreement shall be relieved or released from liability for damages arising out of a breach of this Agreement before such termination.”
ARTICLE II
MISCELLANEOUS PROVISIONS
Certain Defined Terms. Capitalized terms used in this Amendment that are not defined in the text of the body of this Amendment shall have the meanings given such terms in the
No Other Amendments. All provisions of the Agreement, unless amended by this Amendment, shall remain unchanged.
Counterparts. This Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
Miscellaneous. Section 5 of the Agreement shall apply to this Amendment mutatis mutandis.
Agreement.
2.1
2.2
2.3
the same instrument.
2.4
7
8
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the day and year first above written.
STONEMOR GP LLC
By:
Redling
Name:
Title:
STONEMOR GP HOLDINGS, LLC
/s/ Joseph M.
Joseph M. Redling
President and Chief Executive Officer
By:
Jr.
Name:
Title:
/s/ Robert B. Hellman,
Robert B. Hellman, Jr.
Authorized Person
S P
S A
N D V A
AXAR CAPITAL MANAGEMENT, LP
By:
Axar GP, LLC, its general partner
By:
Axelrod
Name:
Title:
Andrew Axelrod
AXAR GP LLC
By:
Axelrod
Name:
Title:
Andrew Axelrod
AXAR MASTER FUND, LTD.
By:
Axelrod
Name:
Title:
Andrew Axelrod
/s/
Andrew
Sole Member
/s/
Andrew
Sole Member
/s/
Andrew
Authorized Person
M.
M.
M.
S P
S A
N D V A
ROBERT B. HELLMAN, JR., AS TRUSTEE UNDER THE VOTING AND INVESTMENT TRUST
AGREEMENT FOR THE BENEFIT OF AMERICAN CEMETERIES INFRASTRUCTURE INVESTORS, LLC
/s/
Robert
B.
Hellman,
By:
Jr.
Name:
Title:
Robert B. Hellman, Jr.
Trustee
S P
S A
N D V A
(Back To Top)
Section 9: EX-10.31 (EX-10.31 AMENDMENT TO DIRECTOR RESTRICTED PHANTOM UNIT AGREEMENT DATED NOVEMBER 7,
2019 BY AND BETWEEN STONEMOR GP LLC AND ANDREW M. AXELROD)
AMENDMENT TO
DIRECTOR RESTRICTED PHANTOM UNIT AGREEMENT
UNDER
STONEMOR AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN
Exhibit 10.31
of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”) and Andrew M. Axelrod, a director of the Company (the “Participant”).
This Amendment to Director Restricted Phantom Unit Agreement (the “Amendment”) dated this 7th day of November, 2019 is made by and between StoneMor GP LLC (the “Company”), the general partner
BACKGROUND:
The Company and the Participant are currently parties to a Director Restricted Phantom Unit Agreement dated July 16, 2019 (the “Original Agreement”) pursuant to which the Participant has elected to defer a
portion of the compensation payable to the Participant for service as a director and to credit such amounts in the form of Phantom Units under the StoneMor Amended and Restated 2019 Long-Term Incentive Plan, formerly
known as the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the “Plan”) to a mandatory deferred compensation account established by the Company for the Participant. The parties now desire to amend the Original
Agreement to eliminate any further deferral of such director compensation for all periods after December 31, 2019.
NOW, THEREFORE, the Company and the Participant, each intending to be legally bound hereby, agree as follows:
ARTICLE I
AMENDMENT
Elimination of Annual Deferral. Section 1.1 of the Original Agreement is hereby amended to add the following sentence at the end thereof: “The Annual Deferral shall not apply with respect to any compensation
1.1
payable to the Participant in consideration for service as a Director after December 31, 2019, and the Company and the Participant agree that no compensation payable to the Participant in consideration for service as a Director
with respect to any period from and after January 1, 2020 shall be deferred.
ARTICLE II
GENERAL PROVISIONS
Administration. Pursuant to the Plan, the Committee is vested with conclusive authority to interpret and construe the Plan, to adopt rules and regulations for carrying out the Plan, and to make determinations with
2.1
respect to all matters relating to this Amendment, the Plan and awards made pursuant thereto. The authority to manage and control the operation and administration of this Amendment shall be likewise vested in the Committee,
and the Committee shall have all powers with respect to this Amendment as it has with respect to the Plan. Any interpretation of this Amendment by the Committee, and any decision made by the Committee with respect to this
Amendment, shall be final and binding.
Effect of Plan; Construction. The entire text of the Plan is expressly incorporated herein by this reference and so forms a part of this Amendment. In the event of any inconsistency or discrepancy between the
2.2
provisions of this Amendment and the terms and conditions of the Plan, the provisions of the Plan shall govern and prevail. This Amendment is subject in all respects to, and the Company and the Participant each hereby agree
to be bound by, all of the terms and conditions of the Plan, as the same may have been amended from time to time in accordance with its terms; provided, however, that no such amendment shall deprive the Participant, without
the Participant’s consent, of any rights earned or otherwise due to the Participant hereunder.
2.3
effective date of such amendment or supplement.
Amendment or Supplement. This Amendment shall not be amended or supplemented except by an instrument in writing executed by both parties to this Amendment, without the consent of any other person, as of the
2.4
Amendment for purposes of interpreting, construing or applying this Amendment and will not define, limit, extend, explain or describe the scope or extent of this Amendment or any of its terms and conditions.
Captions. The captions at the beginning of each of the numbered Sections and Articles herein are for reference purposes only and will have no legal force or effect. Such captions will not be considered a part of this
Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS AMENDMENT SHALL EXCLUSIVELY BE GOVERNED BY AND DETERMINED IN ACCORDANCE
2.5
WITH THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF), EXCEPT TO THE EXTENT PREEMPTED BY
FEDERAL LAW, WHICH SHALL GOVERN.
2.6
the subject matter of the Original Agreement or this Amendment, and embodies the entire understanding of the parties with respect to the subject matter hereof.
Entire Agreement. The Original Agreement, as amended by this Amendment, constitutes the entire understanding and supersedes any and all other agreements, oral or written, between the parties hereto, in respect of
2.7
conditions are binding upon the Participant.
Acceptance of Terms. The terms and conditions of this Amendment shall be binding upon the estate, heirs, beneficiaries and other successors in interest of the Participant to the same extent that said terms and
2.8
Arbitration. Any dispute or disagreement between Participant and the Partnership with respect to any portion of this Amendment or its validity, construction, meaning, performance, or Participant’s rights hereunder
shall be settled by arbitration, conducted in Philadelphia, Pennsylvania, in accordance with the Commercial Arbitration Rules of the American Arbitration Association or its successor, as amended from time to time. However,
prior to submission to arbitration the Participant will attempt to resolve any disputes or disagreements with the Partnership over this Amendment amicably and informally, in good faith, for a period not to exceed two weeks.
Thereafter, the dispute or disagreement will be submitted to arbitration. At any time prior to a decision from the arbitrator(s) being rendered, the Participant and the Partnership may resolve the dispute by settlement. The
Participant and the Partnership shall equally share the costs charged by the American Arbitration Association or its successor, but the Participant and the Partnership shall otherwise be solely responsible for their own respective
2
counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on the Participant and the Partnership.
Further, neither Participant nor the Partnership shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the
award.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Amendment as of the day first above written.
STONEMOR PARTNERS L.P.
By:
StoneMor GP LLC
By:
/s/ Jeffrey DiGiovanni
Name:
Title:
Jeffrey DiGiovanni
Senior Vice President and Chief Financial Officer
/s/ Andrew M. Axelrod
Andrew M. Axelrod
3
(Back To Top)
Section 10: EX-10.37 (EX-10.37 FORM OF STONEMOR AMENDED AND RESTATED 2019 LONG-TERM INCENTIVE PLAN OPTION
AGREEMENT.)
Exhibit 10.37
Grant Date:
Name of Participant:
Number of Units subject to Option:
Per Unit Exercise Price:
STONEMOR
AMENDED AND RESTATED
2019 LONG-TERM INCENTIVE PLAN
OPTION AGREEMENT
December __, 2019 (the “Grant Date”)
____________________ (the “Participant”)
_________ (the “Units”)
_________ (the “Exercise Price Per Unit”)
This OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date, is entered into by and between StoneMor GP LLC, a Delaware limited liability company, the general partner (“General
Partner”) of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), and the Participant, pursuant to which the Participant has been granted an option (the “Option”) to purchase, for the Exercise Price Per
Unit, up to the number of Units set forth above pursuant to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan (as amended from time to time, the “Plan”). Capitalized terms not otherwise defined in this
Agreement shall have the meaning given to them in the Plan. As used herein, the term “Partnership” shall also be deemed to refer to the term “Company” as defined in the Plan. The Option is not intended to be subject to
Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
1.
Terms. The terms and conditions of the Option granted hereby, to the extent not superseded by the terms and conditions contained in the Plan, are as follows:
Plan.
(a)
(b)
Price. The price at which each Unit may be purchased shall be the Exercise Price Per Unit set forth above, subject to any adjustments that may be made pursuant to the terms of the
Vesting. Except as otherwise provided herein, the Option shall vest and become exercisable according to the following schedule, so long as the Participant remains continuously
employed by the General Partner or an Affiliate from the Grant Date through each vesting date set forth below:
Vesting Date
First anniversary of the Grant Date
Second anniversary of the Grant Date
Third anniversary of the Grant Date
Portion of the Option
that Vests and becomes Exercisable
1/3
1/3
1/3
(c)
Exercise Limitation. The Option may be exercised only to the extent that it is vested and may, to the extent vested, be exercised in whole or in part. Except as set forth in Section 5, (i)
the Participant may not exercise the Option unless at the time of exercise
the Participant has been employed by the General Partner or an Affiliate continuously since the Grant Date, and (ii) the unvested portion of the Option shall terminate and be forfeited immediately on the date
the Participant ceases to be an employee of the General Partner or an Affiliate. The Option shall be exercisable during the lifetime of the Participant only by the Participant or the person to whom the
Participant’s rights shall pass by will or the laws of descent and distribution.
(d)
Expiration. The Option shall expire on the tenth (10th) anniversary of the Grant Date (the “Expiration Date”) and, notwithstanding anything contained to the contrary herein, no
portion of the Option shall be exercisable after such date.
2.
Exercise and Payment.
(a)
Manner of Exercise. The Participant (or his or her representative, guardian, devisee or heir, as applicable) may exercise any portion of the Option that has become vested in
accordance with the terms of this Agreement as to all or any of the Units by giving written notice of exercise to the Partnership, in the form attached hereto as Exhibit A, specifying the number of Units to be
purchased and accompanying such notice with payment of the Exercise Price Per Unit for each Unit purchased. The election shall state the address to which distributions, notices, reports, or similar information
are to be sent. If the Partnership has elected to issue certificates for Units, only one certificate evidencing the Units will be issued unless the Participant otherwise requests in writing. Units purchased upon
exercise of the Option will be issued in the name of the Participant. The Participant shall not be entitled to any rights and privileges as a unitholder of the Partnership in respect of any of the Units covered by
the Option until such Units shall have been purchased pursuant to the exercise of the Option by the Participant in accordance with the foregoing.
(b)
Payment. The Participant acknowledges and agrees that, upon the exercise of the Option, payment of the Exercise Price Per Unit shall automatically be made through a cashless
exercise (i.e., “net settlement”), unless, prior to such exercise, (i) the Committee determines that, notwithstanding the foregoing, payment of the Exercise Price Per Unit shall instead be made through the
delivery by the Participant (or any other person permitted to exercise the Option in the event of the Participant’s death) of cash or cash equivalents (including from wages or other compensation payable to the
Participant) or (ii) the Committee allows the Participant (or any person permitted to exercise the Option in the event of the Participant’s death) to make other arrangements satisfactory to the General Partner or
its Affiliate for the satisfaction of the Exercise Price Per Unit, which arrangements include the delivery of Units (including previously owned Units or through a broker-assisted exercise, or other reduction of
the amount of Units otherwise issuable pursuant to the Option), other property, or any other legal consideration the Committee deems appropriate.
conflict between the Plan and this Agreement, the terms of the Plan shall control. The Committee shall have authority to interpret this Agreement, and to correct any defect or supply
3.
The Plan. It is understood that the Plan is incorporated into this Agreement by reference and made a part of this Agreement as if fully set forth in this Agreement. In the event there shall be any
any omission or reconcile any inconsistency in this Agreement, and to prescribe rules and regulations relating to the administration of the Option and other options granted under the Plan.
4.
Withholding Tax. The Participant acknowledges and agrees that, upon the exercise of the Option, applicable withholding taxes and other tax obligations relating to the Option shall automatically be
satisfied through a net settlement of Units otherwise issuable or deliverable pursuant to the Option unless, prior to such exercise, (i) the Committee determines that, notwithstanding the foregoing, payment of applicable
withholding taxes and other tax obligations relating to the Option shall instead be made through the delivery by the Participant (or any person permitted to exercise the Option in the event of the Participant’s death) of cash or
cash equivalents (including from wages or other compensation payable to the Participant) or (ii) the Committee allows the Participant (or any person permitted to exercise the Option in the event of the Participant’s death) to
make other arrangements satisfactory to the General Partner or its Affiliate for the satisfaction of obligations for the payment of withholding taxes and other tax obligations relating to the Option, which arrangements include the
delivery of Units (including previously owned Units, a broker-assisted sale), other property, or any other legal consideration the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the
surrender of owned Units, the maximum number of Units that may be so withheld (or surrendered) shall be the number of Units that have an aggregate Fair Market Value on the date of withholding or surrender equal to the
aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting
treatment for the General Partner or its Affiliate with respect to such Award, as determined by the Committee. The Participant acknowledges that there may be adverse tax consequences upon the vesting, exercise or settlement
of the Award or disposition of the underlying Units and that the Participant has been advised, and hereby is advised, to consult a tax advisor prior to such vesting, exercise or settlement. The Participant represents that he is in no
manner relying on the Board, the Committee, the General Partner, the Partnership or any of their respective Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including,
without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.
5.
Termination; Change of Control.
Participant for any reason, then the Participant shall be entitled to exercise the Option (only to the extent vested) for a period of 90 calendar days following the date of the termination of such employment.
(a)
Termination. Subject to Section 5(b), if the Participant’s employment with the General Partner or its Affiliate shall be terminated by the General Partner or such Affiliate or by the
Change of Control. Notwithstanding anything contained herein to the contrary, upon the consummation of a Change of Control (as defined below) on or before the termination of the
Participant’s employment with the General Partner or its Affiliate, the Option shall immediately become fully vested and be fully exercisable and remain exercisable until the expiration date of the Option regardless of whether
the Participant’s employment is terminated following such Change of Control. For purposes of this Agreement, notwithstanding anything to the contrary contained in the Plan, the term “Change of Control” shall mean any
“person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange
(b)
Act, other than (i) members, limited partners, or other owners (as applicable) of the General Partner, the Partnership, or an Affiliate of either the General Partner or the Partnership, or (ii) the owners of the Corporation or any of
its Affiliates, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization, or otherwise, of 50% or more of the voting power of the voting securities of the General Partner, the
Partnership, or the Corporation, as applicable; provided that, for the avoidance of doubt, the consummation of the Conversion (as defined below) shall not be deemed a Change of Control under this Agreement. For purposes of
this Agreement, the term “Conversion” means the reorganization transaction contemplated by that certain Merger and Reorganization Agreement, as amended to date, by and among the General Partner, the Partnership and the
other entities thereto, pursuant to which the General Partner will convert to a Delaware corporation to be named StoneMor Inc. and Hans Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of
the General Partner, will be merged with and into the Partnership.
6.
Non-Transferability. During the lifetime of the Participant, the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution,
unless and until the Units underlying the Option have been exercised and issued, and all restrictions applicable to such Units have lapsed. Neither the Option nor any interest or right therein shall be liable for the debts, contracts
or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of
no effect, except to the extent that such disposition is permitted by the preceding sentence.
7.
Compliance with Applicable Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Units hereunder following each exercise of the Option will be subject to
compliance with all applicable requirements of applicable law with respect to such securities and with the requirements of any stock exchange or market system upon which the Units may then be listed. No Units will be issued
hereunder if such issuance would constitute a violation of any applicable law or regulation or the requirements of any stock exchange or market system upon which the Units may then be listed. In addition, Units will not be
issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the Units to be issued or (b) in the opinion of legal counsel to the General Partner or the
Partnership, the Units to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the General Partner or the
Partnership to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the General Partner’s or the Partnership’s legal counsel to be necessary for the lawful issuance and sale of any Units hereunder
will relieve the General Partner or the Partnership of any liability in respect of the failure to issue such Units as to which such requisite authority has not been obtained. As a condition to any issuance of Units hereunder, the
General Partner or the Partnership may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or
warranty with respect to such compliance as may be requested by the General Partner or the Partnership.
Rights as a Unitholder. The Participant shall have no rights as a unitholder of the Partnership with respect to any Units covered by the Option unless and until the Participant has become the holder of
record of such Units, and no adjustments shall be made for distributions in cash or other property, dividends or other rights in respect of any such Units, except as otherwise specifically provided for in the Plan or this
Agreement and as determined by the Board or the Committee, as applicable.
8.
9.
Execution of Receipts and Releases. Any issuance or transfer of Units or other property to Participant or Participant’s legal representative, heir, legatee or distributee, in accordance with this
Agreement shall be in full satisfaction of all claims of such person hereunder. As a condition precedent to such payment or issuance, the General Partner or the Partnership may require the Participant or the Participant’s legal
representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period
under such release will not modify the date of exercise with respect to purchased Units.
10.
No Right to Continued Employment or Awards. Nothing in the adoption of the Plan, nor the award of the Option thereunder pursuant to this Agreement, shall confer upon the Participant the right
to continued employment by the General Partner or any Affiliate, or any other entity, or affect in any way the right of the General Partner or any such Affiliate, or any other entity to terminate such employment or other service
relationship at any time. The grant of the Option is a one-time benefit and does not create any contractual or other right to receive a grant of Awards or benefits in lieu of Awards in the future. Any future Awards will be granted
at the sole discretion of the General Partner or the Partnership.
11.
Legal and Equitable Remedies. The Participant acknowledges that a violation or attempted breach of any of the Participant’s covenants and agreements in this Agreement will cause such damage as
will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the General Partner, the Partnership and their
respective Affiliates shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining the Participant or the affiliates, partners or agents of the Participant from such breach or
attempted violation of such covenants and agreements, as well as to recover from the Participant any and all costs and expenses sustained or incurred by the General Partner, the Partnership or any Affiliate in obtaining such an
injunction, including, without limitation, reasonable attorneys’ fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such injunction. Any exercise by either of the parties to
this Agreement of its rights pursuant to this Section 11 shall be cumulative and in addition to any other remedies to which such party may be entitled.
specified by like notice):
12.
Notices. All notices and other communications under this Agreement shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be
If to the General Partner or the Partnership:
StoneMor GP LLC
3600 Horizon Blvd.
Trevose, PA 19053, or its then current principal office
Attention: Chief Financial Officer
If to the Participant, to the address for the Participant indicated on the signature page to this Agreement (as such address may be updated by the Participant providing written notice to such
effect to the General Partner or the Partnership).
Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Participant when it is mailed by the General Partner or the Partnership
or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it
is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.
13.
Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of
any documents that the General Partner or the Partnership may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual
and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the General Partner or the Partnership. Electronic delivery may be via an electronic mail system or
by reference to a location on an intranet to which the Participant has access. The Participant hereby consents to any and all procedures the General Partner or the Partnership has established or may establish for an electronic
signature system for delivery and acceptance of any such documents that the General Partner or the Partnership may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same
force and effect as, his or her manual signature.
comply with any reporting or other requirement imposed upon the General Partner or the Partnership by or under any applicable statute or regulation.
14.
Agreement to Furnish Information. The Participant agrees to furnish to the General Partner or the Partnership all information requested by the General Partner or the Partnership to enable it to
15.
Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations,
warranties and agreements between the parties with respect to the Option granted hereby; provided¸ however, that the terms of this Agreement shall not modify and shall be subject to the terms and conditions of any
employment, consulting and/or severance agreement between the General Partner (or an Affiliate or other entity) and the Participant in effect as of the date a determination is to be made under this Agreement. Without limiting
the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and
effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this
Agreement, any such amendment that materially reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the General Partner.
16.
Severability and Waiver. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision
shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by any party of any breach of this Agreement or failure to exercise any
right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right shall not deprive the party of the right to take action at
any time while or after such breach or condition giving rise to such rights continues.
17.
Clawback. Notwithstanding any provision in this Agreement or the Plan to the contrary, vested Options and all Units issued hereunder may be subject to forfeiture, repurchase, recoupment and/or
cancellation if (a) such action is required by (i) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any Securities and Exchange
Commission rule or any applicable securities exchange listing standards and/or (ii) any policy that may be adopted or amended by the Board from time to time, or (b) the Committee determines that such action is necessary
because the Participant’s employment was terminated for “cause” (as defined in any employment agreement between the General Partner (or an Affiliate or other entity)) and the Participant or, in the absence of such a
definition, the Committee determines that the Participant engaged in any act that materially adversely affected the reputation or business activities of the General Partner, the Partnership or their respective Affiliates or was
convicted of a felony (other than traffic offenses) or any crime involving fraud, embezzlement, theft, or moral turpitude that was damaging or detrimental, or potentially damaging or detrimental, to the General Partner, the
Partnership or their respective Affiliates.
ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF).
18.
Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS AGREEMENT SHALL EXCLUSIVELY BE GOVERNED BY AND DETERMINED IN
19.
Arbitration. Any dispute or disagreement with respect to any portion of this Agreement or its validity, construction, meaning, performance, or Participant’s rights hereunder shall be finally settled by
binding confidential arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect and this Section 19. Any arbitration
commenced by either party shall be held in Philadelphia, Pennsylvania. The decision of the arbitrator shall explain the basis for any award in reasonable detail and in writing. Any award of the arbitrator shall be final and
binding, and shall not be appealable upon any grounds other than as permitted pursuant to the Federal Arbitration Act. The award, in the arbitrator’s discretion, may include reasonable attorney’s fees and costs. Judgment on the
award may be entered, confirmed and enforced in any court of competent jurisdiction. The Participant and the General Partner acknowledge and agree that in connection with any such arbitration, the AAA filing fee, arbitrator’s
costs and related AAA administrative expenses shall be borne by the General Partner. THE PARTICIPANT HEREBY WAIVES ANY RIGHT TO A JURY TRIAL.
20.
Successors and Assigns. The General Partner or the Partnership may assign any of their rights under this Agreement without the Participant’s consent. This Agreement will be
binding upon and inure to the benefit of the successors and assigns of the General Partner and the Partnership. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the
Participant and the Participant's beneficiaries, executors, administrators and the person(s) to whom the Option may be transferred by will or the laws of descent or distribution.
21.
22.
Headings. Headings are for convenience only and are not deemed to be part of this Agreement.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Delivery of an
executed counterpart of this Agreement by facsimile or portable document format (.pdf) attachment to electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.
23.
Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable requirements of Section 409A of the Code and the 409A
Regulations and this Agreement shall be construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the General Partner, the Partnership and their respective Affiliates make no representations that
the Option provided under this Agreement is exempt from or compliant with Section 409A of the Code and the 409A Regulations and in no event shall the General Partner, the Partnership or any of their respective Affiliates be
liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Section 409A of the Code and the 409A Regulations.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the Grant Date.
StoneMor GP LLC,
its general partner
STONEMOR PARTNERS L.P.
By:
By:
Name: Austin K. So
Its: SVP, CLO & Secretary
PARTICIPANT:
Address:
EXHIBIT A
OPTION EXERCISE NOTICE
StoneMor GP LLC
3600 Horizon Blvd.
Trevose, PA 19053
Attention: Chief Financial Officer
I hereby elect to exercise the Option granted in the Option Agreement described below (the “Agreement”) pursuant to the StoneMor Amended and Restated 2019 Long-Term Incentive Plan (as amended from time to time, the
“Plan”), with respect to the number of Units (terms capitalized but not defined in this notice are used as defined in the Agreement or the Plan, as applicable):
Grant Date:
Participant:
Number of Units for which the Option will be exercised:
Exercise Price:
Per Unit:
$
Total:
$
In connection with this exercise, and in order to fulfill the requirements of the Agreement and the Plan, I represent and warrant to and agree with the General Partner and the Partnership as follows:
S L M . I understand that the General Partner, the Partnership and their officers are relying upon the accuracy and completeness of the information set forth herein in complying
with their obligations under applicable securities laws in connection with the sale to me of the Units for which the Option is being exercised and that neither the General Partner nor the Partnership is required to sell such Units
to me unless it can do so in compliance with all applicable securities laws.
1.
2.
S C . I understand and agree that the provisions of the Plan and the Agreement will survive the issuance of Units to me and that I will continue to be bound thereby.
[Signature Page Follows]
THIS OPTION EXERCISE NOTICE is executed as of _______________, 20___.
PARTICIPANT
Signature:
Print name:
Date:
Address:
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Section 11: EX-10.45 (EX-10.45 PREFERRED STOCK PURCHASE AGREEMENT DATED APRIL 3, 2020)
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
by and among
STONEMOR INC.
and
THE PURCHASERS PARTY HERETO
Exhibit 10.45
EXECUTION VERSION
DM3\6717806.1
Table of Contents
Page
ARTICLE I DEFINITIONS4
Section 1.01
Section 1.02
Definitions4
Accounting Procedures and Interpretation7
ARTICLE II AGREEMENT TO SELL AND PURCHASE7
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Sale and Purchase7
Closing7
Deliveries by the Company7
Purchaser Deliveries8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY8
Existence8
Series A Preferred Stock; Capitalization8
No Conflict8
Authority9
Approvals9
Compliance with Laws9
Due Authorization9
Valid Issuance; No Options or Preemptive Rights10
Periodic Reports10
Litigation10
No Registration Required10
Transfer Taxes10
No Material Adverse Change; Absence of Changes; Operations in the Ordinary Course10
Books and Records; Sarbanes-Oxley Compliance11
Section 3.01
Section 3.02
Section 3.03
Section 3.04
Section 3.05
Section 3.06
Section 3.07
Section 3.08
Section 3.09
Section 3.10
Section 3.11
Section 3.12
Section 3.13
Section 3.14
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS11
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
Section 4.06
Section 4.07
Existence, Capacity, Authorization and Enforceability12
No Conflict12
Certain Fees12
Investment12
Nature of Purchasers13
Restricted Securities13
Reliance on Exemptions13
ARTICLE V COVENANTS13
Section 5.01
Section 5.02
Section 5.03
Section 5.04
Section 5.05
Reporting Status13
Use of Proceeds13
Disclosure of Transaction14
Rights Offering14
Further Assurances14
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ARTICLE VI INDEMNIFICATION14
Section 6.01
Section 6.02
Section 6.03
Section 6.04
Indemnification by the Company14
Indemnification by the Purchasers15
Indemnification Procedure15
Tax Matters16
ARTICLE VII MISCELLANEOUS16
Expenses16
Interpretation and Severability16
Survival of Provisions17
No Waiver; Modifications in Writing17
Binding Effect18
Non-Disclosure18
Communications18
Entire Agreement19
Governing Law; Submission to Jurisdiction19
Section 7.01
Section 7.02
Section 7.03
Section 7.04
Section 7.05
Section 7.06
Section 7.07
Section 7.08
Section 7.09
Section 7.10 Waiver of Jury Trial19
Section 7.11
Section 7.12
Section 7.13
Section 7.14
Exclusive Remedy20
No Recourse Against Others20
No Third-Party Beneficiaries21
Execution in Counterparts21
EXHIBIT A – Certificate of Designations
SCHEDULE A – Purchase Price Allocation
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SERIES A PREFERRED STOCK PURCHASE AGREEMENT
(the “Company”), and the purchasers set forth in Schedule A hereto (the “Purchasers”).
This SERIES A PREFERRED STOCK PURCHASE AGREEMENT, dated as of April 3, 2020 (this “Agreement”), is entered into by and among STONEMOR INC., a Delaware Corporation
below), in accordance with the provisions of this Agreement.
WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, shares of the Company’s Series A Preferred Stock (as defined
acknowledged, the parties hereby agree as follows:
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby
Section 1.01
Definitions
. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:
ARTICLE I
DEFINITIONS
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the
Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, any fund or account managed, advised or subadvised, directly or indirectly, by a Purchaser or its Affiliates, shall be considered an
Affiliate of such Purchaser.
“Agreement” has the meaning set forth in the introductory paragraph.
“Board” means the board of directors of the Company.
“Certificate of Designations” has the meaning specified in Section 0.
“Closing” has the meaning specified in Section 2.02.
“Closing Date” has the meaning specified in Section 2.02.
“Commission” means the United States Securities and Exchange Commission.
“Commitment Letter” means that letter from the Lead Purchaser dated as of [April 1, 2020], and agreed to and accepted by the Company with respect to this Agreement and the Rights
Offering.
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“Common Stock” has the meaning specified in Section 3.02(b).
“Company” has the meaning set forth in the introductory paragraph.
Exchange Act or the Securities Act, as applicable.
“Company SEC Documents” means the Company’s forms, registration statements, reports, schedules and statements filed by it or its predecessor registrant, StoneMor Partners L.P., under the
commitment or obligation, whether written or oral.
“Contract” means any contract, agreement, indenture, note, bond, mortgage, deed of trust, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking,
such Purchaser’s name on Schedule A.
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.
“Funding Obligation” means an amount equal to the Purchase Price multiplied by the number of Purchased Shares to be purchased by a Purchaser on the date hereof, as set forth opposite
statements of the Company prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements.
“GAAP” means generally accepted accounting principles in the United States of America as of the date hereof, consistently applied during the periods involved; provided, that for the financial
“Governmental Authority” means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Person’s Property is located or
that exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority that exercises valid
jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein with respect to the Company mean a Governmental Authority having jurisdiction over
the Company, its Subsidiaries or any of their respective Properties.
“Indemnified Party” has the meaning specified in Section 6.03.
“Indemnifying Party” has the meaning specified in Section 6.03.
“Knowledge” shall mean, with respect to any party, the actual knowledge of the managers, directors or executive officers of such party or such party’s managing member, as applicable.
“Law” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.
“Lead Purchaser” means Axar Capital Management, LP or its designee.
“Lien” means any interest in Property securing an obligation owed to, or a claim by a Person other than the owner of the Property, whether such interest is based on the common
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law, statute or contract, and whether such obligation or claim is fixed or contingent, and including any lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt
or a lease, consignment or bailment for security purposes.
“Material Adverse Effect” means a material adverse effect (a) on the business, property, operations, assets, liabilities (actual or contingent), operating results, prospects or financial condition
of the Company and its Subsidiaries, taken as a whole, (b) on the ability of the Company or its Subsidiaries, as applicable, to perform any of their obligations under the Transaction Documents or (c) on the validity or
enforceability of any of the Transaction Documents or the rights and remedies of the Purchasers thereunder
“NYSE” means The New York Stock Exchange, Inc.
articles of incorporation, bylaws or other similar organizational documents.
“Organizational Documents” means, as applicable, an entity’s agreement or certificate of limited partnership, limited liability company agreement, certificate of formation, certificate or
thereof or other form of entity.
“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision
“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
“Purchased Shares” has the meaning specified in Section 2.01.
“Purchase Price” has the meaning specified in Section 2.01.
“Purchasers” has the meaning set forth in the introductory paragraph.
“Purchaser Related Parties” has the meaning specified in Section 6.01.
“Representatives” of any Person means the Affiliates, officers, directors, managers, employees, agents, counsel, accountants, investment bankers and other representatives of such Person.
“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.
“Series A Preferred Stock” means the Series A Preferred Stock, par value $0.01 per share, of the Company.
“Subsidiary” means, as to any Person, any corporation or other entity of which: (a) such Person or a Subsidiary of such Person is a general partner or, in the case of a limited liability
company, the managing member or manager thereof; (b) at any of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors or similar governing body of such
corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have
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or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries; or (c) any corporation or other entity as to
which such Person consolidates for accounting purposes.
“Transaction Documents” means, collectively, this Agreement, the Commitment Letter and the Certificate of Designations, each as amended to date, and any and all other agreements or
instruments executed and delivered by the Company hereunder.
Section 1.02
Accounting Procedures and Interpretation
. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial
statements of the Company and certificates and reports as to financial matters required to be furnished to the Purchasers hereunder shall be prepared, in accordance with GAAP applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable
accounting requirements and with the published rules and regulations of the Commission with respect thereto.
Section 2.01
Sale and Purchase
ARTICLE II
AGREEMENT TO SELL AND PURCHASE
. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to each Purchaser and each Purchaser hereby agrees to purchase from the Company, the number of
shares of Series A Preferred Stock under the Series A Preferred Stock column set forth opposite each Purchaser’s name on Schedule A (the “Purchased Shares”), for a cash purchase price of $50,000 per share of Series A
Preferred Stock (the “Purchase Price”).
Section 2.02
Closing
parties agree that the Closing may occur via delivery of .pdf of facsimile copies of the documents referred to herein.
. Subject to the terms and conditions hereof, the closing of the transactions contemplated under this Agreement (the “Closing”) shall take place on the date hereof (the “Closing Date”). The
Section 2.03
Deliveries by the Company
. At the Closing, subject to the terms and conditions hereof, the Company will deliver, or cause to be delivered, to the Purchasers:
a certificate of the Secretary of the Company, dated as of the Closing Date, certifying as to and attaching Board resolutions authorizing (i) the execution and
delivery of this Agreement and the transactions contemplated thereby and (ii) the filing of the Certificate of Designations for the shares of Series A Preferred Stock, in substantially the form attached hereto as Exhibit A (the
“Certificate of Designations”),with the Secretary of State of the State of Delaware;
(a)
(b)
confirmation that the Certificate of Designations has been filed with the Secretary of State of the State of Delaware; and
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issue the Purchased Shares credited to book-entry accounts maintained by the Company, free and clear of any Liens.
(c)
oral confirmation by a representative of the Company’s transfer agent that such transfer agent has all the information and materials necessary for the Company to
Section 2.04
Purchaser Deliveries
wire transfer of immediately available funds to an account designated by Company.
. At the Closing, subject to the terms and conditions hereof, each Purchaser will deliver, or cause to be delivered, to the Company payment of such Purchaser’s Funding Obligation payable by
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Purchasers as follows:
Section 3.01
Existence
hold its properties and to conduct the businesses in which it is engaged.
Section 3.02
Series A Preferred Stock; Capitalization
. The Company is a corporation duly formed, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority necessary to own or
Designations.
.
(a)
(b)
The Purchased Shares have those rights, preferences, privileges and restrictions governing the Series A Preferred Stock as set forth in the Certificate of
As of the date hereof and prior to the issuance and sale of the Purchased Shares, the issued and outstanding shares of capital stock of the Company consist of
94,477,102 shares of common stock, par value $0.01 per share (“Common Stock”) and zero shares of Series A Preferred Stock. All outstanding shares of Common Stock have been duly authorized, are validly issued and are
fully paid and nonassessable.
The Common Stock is listed on the NYSE, and the Company has not received any notice of delisting. Without limiting the generality of the foregoing, the
Company is not in violation of any of the rules, regulations or requirements of the NYSE and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the
NYSE in the foreseeable future.
(c)
Section 3.03
No Conflict
. None of the offering, issuance and sale by the Company of the Purchased Shares and the application of the proceeds therefrom, the execution, delivery and performance of this Agreement by
the Company, or the consummation of the transactions contemplated hereby (i) conflicts or will conflict with, or constitutes or will constitute a violation of, the Organizational Documents of the Company, (ii) conflicts or will
conflict with, or constitutes or will constitute a breach or violation of or a default under (or an event that, with notice or lapse of time or both, would constitute such a breach or violation of or default under), any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or any of its Subsidiary is a party, by which any of them is bound or to which
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any of their respective properties or assets is subject, (iii) violates or will violate any statute, law, ordinance, regulation, order, judgment, decree or injunction of any court or governmental agency or body to which the Company
or any of its Subsidiaries, or any of their respective properties or assets may be subject or (iv) will result in the creation or imposition of any Lien upon any property or assets of the Company or any of its Subsidiaries, which
conflicts, breaches, violations, defaults or Liens, in the case of clauses (ii), (iii) or (iv), would, individually or in the aggregate, have a Material Adverse Effect.
Section 3.04
Authority
. The Company has all requisite corporate power and authority to issue, sell and deliver the Purchased Shares, in accordance with and upon the terms and conditions set forth in this
Agreement and the Organizational Documents. All corporate actions required to be taken by the Company for the authorization, issuance, sale and delivery of the Purchased Shares, the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby has been validly taken. No approval from the holders of outstanding shares of Common Stock is required under applicable Law, the Organizational Documents or
the rules of the NYSE in connection with the Company’s issuance and sale of the Purchased Shares to the Purchasers.
Section 3.05
Approvals
. No permit, consent, approval, authorization, order, registration, filing or qualification (“consent”) of or with any court, governmental agency or body having jurisdiction over the Company
or any of its Subsidiaries, or any of their respective properties is required in connection with the offering and sale of the Purchased Shares in the manner contemplated by this Agreement, the execution, delivery and performance
of this Agreement by the Company, or the consummation of the transactions contemplated by this Agreement, except for such consents (i) required under the Securities Act and state securities or “Blue Sky” laws or (ii) that, if
not obtained, would not, individually or in the aggregate, have a Material Adverse Effect.
Section 3.06
Compliance with Laws
. As of the date hereof, neither the Company nor any of its Subsidiaries is in violation of any Law applicable to the Company or its Subsidiaries, except as would not, individually or in the
aggregate, have a Material Adverse Effect. The Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses,
except where the failure to possess such certificates, authorizations or permits would not, individually or in the aggregate, have a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any
notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, except where such potential revocation or modification would not, individually or in the aggregate, have a Material
Adverse Effect.
Section 3.07
Due Authorization
. This Agreement has been duly and validly authorized and has been validly executed and delivered by the Company and constitutes (assuming the due authorization, execution and delivery
by each other party hereto) the legal, valid and binding obligations of the Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and
similar laws affecting creditors’ rights generally or by general principles of equity, including principles of commercial reasonableness, fair dealing and good faith.
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Section 3.08
Valid Issuance; No Options or Preemptive Rights
. The Purchased Shares to be issued and sold by the Company to the Purchasers hereunder have been duly authorized in accordance with the Organizational Documents and, when issued and
delivered to the Purchasers against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Organizational Documents, fully paid and non-assessable. No options, warrants or other rights to
purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, voting or ownership interests in the Company are outstanding, except as provided for in the
Organizational Documents or grants outstanding under an employee benefit plan.
Section 3.09
Periodic Reports
. The Company has filed all forms, reports, schedules and statements required to be filed by it under the Securities Act and the Exchange Act since December 31, 2018 and when they were
filed with the Commission, or to the extent corrected or updated by a subsequent amendment or restatement filed with the Commission, then as so corrected or updated, each such form, report, schedule and statement (i)
conformed in all material respects to the requirements of the Securities Act and the Exchange Act, and (ii) did not knowingly contain an untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements made, in the light of the circumstances under which they were made therein, not misleading; provided that none of the Purchasers had Knowledge of such untrue statement or omission as of the date of such
filing, or amendment thereto or restatement thereof, with the Commission.
Section 3.10
Litigation
. Except (i) for proceedings of which each Purchaser or any of its Representatives is aware, or (ii) as disclosed in the Company’s SEC Documents filed as of the date hereof, there are no legal
or governmental proceedings pending to which the Company or any of its Subsidiaries is a party or to which any Property or asset of the Company or its Subsidiaries is subject that could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect or which challenge the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby and,
to the Knowledge of the Company, no such proceedings are threatened by Governmental Authorities or others.
Section 3.11
No Registration Required
. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.04 and Section 4.05, the issuance and sale of the Purchased Shares pursuant to this
Agreement is exempt from registration requirements of the Securities Act, and neither the Company nor, to the knowledge of the Company, any authorized Representative acting on its behalf has taken or will take any action
hereafter that would cause the loss of such exemption.
Section 3.12
Transfer Taxes
Purchaser hereunder have been or will be fully paid or provided for by the Company, and all laws imposing such taxes have been or will be complied with.
. All stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the sale and transfer of the Purchased Shares to be sold to each
Section 3.13
No Material Adverse Change; Absence of Changes; Operations in the Ordinary Course
. Except as expressly set forth in the Company SEC Documents, since
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December 31, 2018 through the date hereof no Material Adverse Effect has occurred. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy
insolvency, reorganization, receivership, liquidation or winding up nor does the Company have any knowledge or reason to believe that any of its or any of its Subsidiaries’ respective creditors intend to initiate involuntary
bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof and, after
giving effect to the transactions contemplated by this Agreement, will not be Insolvent. Since December 31, 2019, and other than the transactions contemplated by the Transaction Documents, the Company and its Subsidiaries
have conducted its business in the ordinary course of business, preserved intact its existence and business organization, permits, goodwill and business relationships with all material customers, suppliers, licensors, distributors
and others having significant business relationships with the Company and its Subsidiaries.
Section 3.14
Books and Records; Sarbanes-Oxley Compliance
.
Except as set forth in the Company SEC Documents, the Company maintains systems of internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of the Company consolidated financial statements in conformity
with GAAP and to maintain accountability for its assets and liabilities, (iii) access to the assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization, and (iv) the
recorded accountability for assets and liabilities is compared with existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences.
(a)
The Company has established and maintains disclosure controls and procedures (to the extent required by and as defined in Rules 13a- 15(e) and 15d-15(e) under
the Exchange Act), which are designed to provide reasonable assurance that material information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed,
summarized and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company
or its predecessor registrant, StoneMor Partners L.P., has carried out evaluations of the effectiveness of its disclosure controls and procedures as of the end of the most recently completed fiscal quarter covered by the Company’s
or such predecessor registrant’s periodic reports filed with the Commission, and such disclosure controls and procedures are, except as described in the Company SEC Documents, effective in all material respects to perform the
functions for which they were established.
(b)
rules and regulations promulgated in connection therewith.
(c)
The Company and its directors or officers, in their capacities as such, are in compliance with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each of the Purchasers, severally but not jointly and solely with respect to itself, represents and warrants to the Company that:
Section 4.01
Existence, Capacity, Authorization and Enforceability
. Such Purchaser (i) is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and (ii) has the requisite power, and has all material
governmental licenses, authorizations, consents and approvals necessary to own its Properties and carry on its business as its business is now being conducted. Such Purchaser has all requisite limited liability company or other
similar entity power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. All limited liability company action required to be taken by such
Purchaser for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby has been validly taken. This Agreement has been duly and validly authorized and has been validly
executed and delivered by such Purchaser, and constitutes (assuming the due authorization, execution and delivery by the other party hereto), the legal, valid and binding obligations of such Purchaser, enforceable in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar laws affecting creditors’ rights generally or by general principles of equity, including principles of
commercial reasonableness, fair dealing and good faith.
Section 4.02
No Conflict
. The execution, delivery and performance of this Agreement by such Purchaser and the consummation by such Purchaser of the transactions contemplated hereby will not (a) conflict with or
result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to which such Purchaser is a party or by which such Purchaser is bound or to which any of the property or
assets of such Purchaser is subject, (b) violate any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Purchaser or the property or assets of such Purchaser, or (c) conflict
with or result in any violation of the provisions of the organizational documents of such Purchaser, except in the cases of clauses (a) and (b) for such conflicts, breaches, violations or defaults as would not prevent the
consummation of the transactions contemplated by this Agreement and the performance of such Purchaser’s obligations under this Agreement.
Section 4.03
Certain Fees
. No fees or commissions are or will be payable by such Purchaser to brokers, finders, or investment bankers with respect to the purchase of any of the Purchased Shares or the consummation
of the transactions contemplated by this Agreement. Such Purchaser agrees that it will indemnify and hold harmless the Company from and against any and all claims, demands, or liabilities for broker’s, finder’s, placement, or
other similar fees or commissions incurred by such Purchaser in connection with the purchase of the Purchased Shares or the consummation of the transactions contemplated by this Agreement.
Section 4.04
Investment
. The Purchased Shares are being acquired for such Purchaser’s own account, not as a nominee or agent, and with no present intention of distributing the Purchased Shares or any part thereof
other than the Rights Offering, and such Purchaser has no present intention of selling or granting any participation in or otherwise distributing the same in any transaction in violation of the securities laws of the United States or
any state, without prejudice. If such Purchaser should in the future decide to dispose of any of the Purchased Shares, such Purchaser understands and agrees (a) that it may do so only in compliance with the Securities
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Act, Exchange Act and applicable state securities law, as then in effect, including a sale contemplated by any registration statement pursuant to which such securities are being offered, or pursuant to an exemption from the
Securities Act, and (b) that stop-transfer instructions to that effect will be in effect with respect to such securities.
Section 4.05
Nature of Purchasers
. Such Purchaser represents and warrants to, and covenants and agrees with, the Company that (a) such Purchaser is an -accredited investor- as defined in Rule 501 of Regulation D
promulgated by the Commission pursuant to the Securities Act, (b) by reason of its business and financial experience, such Purchaser has such knowledge, sophistication and experience in making similar investments and in
business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, is able to bear the economic risk of such investment and, at the present time, would be
able to afford a complete loss of such investment, and (c) it is acquiring the Purchased Shares only for its own account and not for the account of others, for investment purposes and not on behalf of any other account or Person
or with a view to, or for offer or sale in connection with, any distribution thereof other than the Rights Offering. Such Purchaser acknowledges that it (i) has access to the Company SEC Documents, (ii) has been provided a
reasonable opportunity to ask questions of and receive answers from Representatives of the Company regarding such matters and (iii) has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision with respect to the acquisition of the Purchased Shares.
Section 4.06
Restricted Securities
. Such Purchaser understands that the Purchased Shares are characterized as “restricted securities” under the federal securities Laws in as much as they are being, or will be, as applicable,
acquired from the Company in a transaction not involving a public offering and that under such Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited
circumstances.
Section 4.07
Reliance on Exemptions
. Such Purchaser understands that the Purchased Shares are being offered and sold to such Purchaser in reliance upon specific exemptions from the registration requirements of United States
federal and state securities laws and that the Company is relying upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such
Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Purchased Shares.
Section 5.01
Reporting Status
. For so long as any shares of Series A Preferred Stock are outstanding, the Company shall use its reasonable best efforts to timely file, and in all cases file, all reports required to be filed with
ARTICLE V
COVENANTS
the Commission pursuant to the Exchange Act.
Section 5.02
Use of Proceeds
The Company will use the proceeds from the sale of the Purchased Shares for general corporate purposes.
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Section 5.03
Disclosure of Transaction
describing the terms of the transactions contemplated by this Agreement in the form required by the Exchange Act and attaching this Agreement as an exhibit to such filing.
In compliance with the Exchange Act, the Company shall file a Current Report on Form 8-K or an Annual Report for the fiscal year ended December 31, 2019 on Form 10-K, in either case,
Section 5.04
Rights Offering
. As promptly as practicable after the issuance of the Series A Preferred Stock, the Company shall file a registration statement on Form S-1 to effect a rights offering, subject to the terms and
conditions in the Commitment Letter, resulting in proceeds to the Company of not less than $17,000,000, whereby the Company will distribute, at no charge, one purchase right (each, a “Right”) per each 0.25 shares of
Common Stock to each holder of shares of the Common Stock outstanding and held of record as of a record date to be set by the Board (the “Rights Offering”). Each Right will entitle the holder thereto to purchase one share
of Common Stock, which shall be payable by shares (or fraction thereof) of Series A Preferred Stock (valued at the stated value thereof) or $0.73 in cash. The Company shall use its best efforts to complete the Rights Offering
as provided in the Commitment Letter as promptly as practicable with an Expiration Time (as defined in the Commitment Letter) of no later than July 24, 2020.
Section 5.05
Further Assurances
. Each of the Company and the Purchasers shall use its respective reasonable best efforts to obtain all approvals and consents required by or necessary to consummate the transactions
contemplated by this Agreement and the Commitment Letter. Each of the Company and the Purchasers agrees to execute and deliver all such documents or instruments, to take all appropriate action and to do all other things it
determines to be necessary, proper or advisable under applicable Laws and regulations or as otherwise reasonably requested by the other to consummate the transactions contemplated by this Agreement.
Section 6.01
Indemnification by the Company
ARTICLE VI
INDEMNIFICATION
. The Company agrees to indemnify each Purchaser and its Representatives (collectively, “Purchaser Related Parties”) from, and hold each of them harmless against, any and all actions,
suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities,
damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or
preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants
of the Company contained herein, provided that such claim for indemnification relating to a breach of the representations or warranties is made prior to the expiration of such representations or warranties to the extent
applicable; and provided further, that no Purchaser Related Party shall be entitled to recover special, consequential or punitive damages under this Section 6.01.
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14
Section 6.02
Indemnification by the Purchasers
. Each Purchaser agrees to indemnify the Company and its Representatives (collectively, “Company Related Parties”) from, and hold each of them harmless against, any and all actions,
suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities,
damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or
preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants
of the Purchaser contained herein, provided that such claim for indemnification relating to a breach of the representations and warranties is made prior to the expiration of such representations and warranties to the extent
applicable; and provided further, that no Company Related Party shall be entitled to recover special, consequential or punitive damages under this Section 6.02.
Section 6.03
Indemnification Procedure
.
A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is sought;
provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article VI, except as otherwise provided in
Section 6.01.
(a)
(b)
As soon as reasonably practicable after any Purchaser Related Party or Company Related Party (hereinafter, the “Indemnified Party”) has received notice of any
indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-
Party Claim”), the Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of such Third-Party Claim, but failure to so notify the Indemnifying Party will not relieve the Indemnifying
Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure. Such notice shall state the nature and the basis of such Third-
Party Claim to the extent then known. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to the Indemnified Party, any such matter as
long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party of its
intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation of the
Indemnified Party shall be at the cost of the Indemnifying Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the
Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted
liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party
has, within ten (10) Business Days of when the Indemnified Party provides
DM3\6717806.1
15
written notice of a Third-Party Claim, failed to assume the defense or employ counsel reasonably acceptable to the Indemnified Party and to notify the Indemnified Party of such assumption or (B) if the defendants in any such
action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from
or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the
right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation
to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party,
unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified
Party or its Affiliates. The remedies provided for in this Section 6.03 are cumulative and are not exclusive of any remedies that may be available to a party at law or in equity or otherwise.
Section 6.04
Tax Matters
. All indemnification payments under this Article VI shall be adjustments to each Purchaser’s Purchase Price except as otherwise required by applicable Law.
Section 7.01
Expenses
ARTICLE VII
MISCELLANEOUS
. Promptly following receipt of an invoice therefor, the Company shall reimburse the Lead Purchaser and its Affiliates for its out-of-pocket expenses (including without limitation, fees and
expenses of outside counsel) incurred by the Lead Purchaser and its Affiliates with the purchase of the Purchased Shares; provided, that for U.S. federal income tax purposes, the reimbursements described in Section 7.01 (a)
are, and will be treated by the parties as, adjustments to the Purchase Price paid by the Purchasers for the Purchased Shares.
Section 7.02
Interpretation and Severability
. Article, Section, Schedule and Exhibit references in this Agreement are references to the corresponding Article, Section, Schedule or Exhibit to this Agreement, unless otherwise
specified. All Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to instruments, documents,
Contracts and agreements are references to such instruments, documents, Contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word
“including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever the Company has an
obligation under the Transaction Documents, the expense of complying with that obligation shall be an expense of the Company unless otherwise specified. Any reference in this Agreement to “$” shall mean U.S.
dollars. Whenever any determination, consent or approval is to be made or given by a Purchaser, such action shall be in such Purchaser’s sole discretion, unless otherwise specified in this Agreement.
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16
If any provision in the Transaction Documents is held to be illegal, invalid, not binding or unenforceable, (a) such provision shall be fully severable and the Transaction Documents shall be construed and enforced as if such
illegal, invalid, not binding or unenforceable provision had never comprised a part of the Transaction Documents, and the remaining provisions shall remain in full force and effect so long as this Agreement as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially
impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to
replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s), and (b) the parties hereto shall
negotiate in good faith to modify the Transaction Documents so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as
originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to the Transaction Documents, the date
that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular
number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless
the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not
affect or be utilized in construing or interpreting this Agreement.
Section 7.03
Survival of Provisions
. The representations and warranties set forth in Section 3.01, Section 3.02, Section 3.04, Section 3.05, Section 3.08, Section 4.01, Section 4.03 and Section 4.05 hereunder shall survive the
execution and delivery of this Agreement indefinitely, (B) the representations and warranties set forth in Section 3.12 shall survive until the date that is 60 days after the expiration of the applicable statute of limitation and (C)
the other representations and warranties set forth herein shall survive for a period of eighteen (18) months following the date hereof, regardless of any investigation made by or on behalf of the Company or the Purchasers. The
covenants made in this Agreement or any other Transaction Document shall survive the Closing and remain operative and in full force and effect regardless of acceptance of any of the Purchased Shares and payment therefor
and repayment, conversion or repurchase thereof.
Section 7.04
No Waiver; Modifications in Writing
.
Delay. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of
any remedies that may be available to a party at law or in equity or otherwise.
(a)
DM3\6717806.1
17
Specific Waiver. Except as otherwise provided herein, no amendment, waiver, consent, modification or termination of any provision of any Transaction Document
shall be effective against a Purchaser unless signed by such Purchaser. Any amendment, supplement or modification of or to any provision of any Transaction Document, any waiver of any provision of any Transaction
Document and any consent to any departure by the Company from the terms of any provision of any Transaction Document shall be effective only in the specific instance and for the specific purpose for which made or
given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other
circumstances. Any investigation by or on behalf of any party shall not be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein.
(b)
Section 7.05
Binding Effect
Agreement shall not be construed so as to confer any right or benefit upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.
. This Agreement shall be binding upon the Company, each of the Purchasers and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this
Section 7.06
Non-Disclosure
. The Company agrees that the Purchasers may (i) publicize their ownership in the Company, as well as the identity of the Company, the size of the investment and its pricing terms with
respect to the Series A Preferred Stock on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium or in any regulatory filing and (ii) display the
Company’s logo in conjunction with any such reference.
Section 7.07
Communications
delivery or personal delivery to the following addresses:
. All notices and demands provided for hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, email, air courier guaranteeing overnight
(a)
If to a Purchaser, to the address set forth on Schedule A, with a copy to (which shall not constitute notice):
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
Attention: Stuart D. Freedman
Email: stuart.freedan@srz.com
(b)
If to the Company:
StoneMor Inc.
3600 Horizon Boulevard
Trevose, PA 19053
Attention: Austin So
Email: aso@stonemor.com
DM3\6717806.1
18
with a copy (which shall not constitute notice):
Duane Morris LLP
30 South 17th Street
Philadelphia, PA 19103
Attention: Thomas G. Spencer
Email: tgspencer@duanemorris.com
or to such other address as the Company or the Purchasers may designate in writing. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; upon actual receipt if sent by certified or registered mail, return receipt requested, or regular mail, if mailed; upon actual receipt of the overnight courier copy, upon actual receipt if sent via email; and upon
actual receipt when delivered to an air courier guaranteeing overnight delivery.
Section 7.08
Entire Agreement
. This Agreement, the other Transaction Documents and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended
to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein, the other Transaction Documents or the other agreements and documents referred to herein with respect to the rights granted by the Company or any of its Affiliates or the
Purchasers or any of their respective Affiliates set forth herein or therein.
Section 7.09
Governing Law; Submission to Jurisdiction
. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance
of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), will be construed in accordance with and
governed by the laws of the State of New York without regard to principles of conflicts of laws. Any action against any party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction
located within the State of New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The parties hereby
irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum
for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
Section 7.10
Waiver of Jury Trial
. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW
DM3\6717806.1
19
EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
Section 7.11
Exclusive Remedy
.
Each party hereto hereby acknowledges and agrees that the rights of each party to consummate the transactions contemplated hereby are special, unique and of
extraordinary character and that, if any party violates or fails or refuses to perform any covenant or agreement made by it herein, the non-breaching party may be without an adequate remedy at law. If any party violates or fails
or refuses to perform any covenant or agreement made by such party herein, the non-breaching party subject to the terms hereof, may institute and prosecute an action in any court of competent jurisdiction to enforce specific
performance of such covenant or agreement or seek any other equitable relief.
(a)
The sole and exclusive remedy for the Purchasers for any and all claims arising under, out of, or related to this Agreement or the transactions contemplated hereby,
excluding for the avoidance of doubt, the failure of any of the representations or warranties contained in any Transaction Document other than this Agreement to be true and correct as of the date made, shall be the rights of
indemnification set forth in Article VI only, and no Purchaser will have any other entitlement, remedy or recourse, whether in contract, tort or otherwise, it being agreed that all of such other remedies, entitlements and recourse
are expressly waived and released by the Purchasers to the fullest extent permitted by Law. Notwithstanding anything in the foregoing to the contrary, nothing in this Agreement shall limit or otherwise restrict a fraud claim
brought by any party hereto or the right to seek specific performance pursuant to Section 7.11(a).
(b)
Section 7.12
No Recourse Against Others
.
All claims, obligations, liabilities or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of,
arise under, out or by reason of, be connected with or relate in any manner to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in, in connection
with, or as an inducement to, this Agreement), may be made only against (and are expressly limited to) the Company and the Purchasers. No Person other than the Company or the Purchasers, including no member, partner,
stockholder, Affiliate or Representative thereof, nor any member, partner, stockholder, Affiliate or Representative of any of the foregoing, shall have any liability (whether in contract or in tort, in law or in equity, or granted by
statute) for any claims, causes of action, obligations or liabilities arising under, out of, in connection with or related in any manner to this Agreement or based on, in respect of or by reason of this Agreement or its negotiation,
execution, performance or breach; and, to the maximum extent permitted by Law, each of the Company and the Purchasers hereby waives and releases all such liabilities, claims, causes of action and obligations against any
such third Person.
(a)
DM3\6717806.1
20
Without limiting the foregoing, to the maximum extent permitted by Law, (i) each of the Company and the Purchasers hereby waives and releases any and all
rights, claims, demands or causes of action that may otherwise be available at law or in equity, or granted by statute, to avoid or disregard the entity form of the other or otherwise impose liability of the other on any third
Person, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization or otherwise; and (ii)
each of the Company and the Purchasers disclaims any reliance upon any third Person with respect to the performance of this Agreement or any representation or warranty made in, in connection with or as an inducement to this
Agreement.
(b)
Section 7.13
No Third-Party Beneficiaries
. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person, other than the Company, the Purchasers, for purposes of Section 7.11 only, any member,
partner, stockholder, Affiliate or Representative of the Company or the Purchasers, or any member, partner, stockholder, Affiliate or Representative of any of the foregoing, any right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.
Section 7.14
Execution in Counterparts
deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.
. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be
DM3\6717806.1
[Signature pages follow.]
21
IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.
STONEMOR INC.
By:
Name:
Title:
/s/ Joseph M. Redling
Joseph M. Redling
President and Chief Executive Officer
DM3\6717806.1
[Signature Page to Series A Preferred Stock Purchase Agreement]
PURCHASERS
AXAR CL SPV LLC
By:
By:
Name:
Title:
Axar Capital Management LP
its Investment Manager
/s/ Andrew M. Axelrod
Andrew Axelrod
Authorized Signatory,
BLACKWELL PARTNERS LLC – SERIES E, solely with respect to the assets for which
Axar Capital Management LP acts as its Investment Manager
By:
By:
Name:
Title:
Axar Capital Management LP
its Investment Manager
/s/ Andrew M. Axelrod
Andrew Axelrod
Authorized Signatory,
STAR V PARTNERS LLC
By:
By:
Name:
Title:
Axar Capital Management LP
its Investment Manager
/s/ Andrew M. Axelrod
Andrew Axelrod
Authorized Signatory,
DM3\6717806.1
[Signature Page to Series A Preferred Stock Purchase Agreement]
Purchaser and Address
AXAR CL SPV LLC
c/o Axar Capital Management, LP
1330 Avenue of the Americas, 30th Floor
New York, NY 10019
Attention: Andrew Axelrod
E-mail: aaxelrod@axarcapital.com
BLACKWELL PARTNERS LLC – Series E
c/o Axar Capital Management, LP
1330 Avenue of the Americas, 30th Floor
New York, NY 10019
Attention: Andrew Axelrod
E-mail: aaxelrod@axarcapital.com
STAR V PARTNERS LLC
c/o Axar Capital Management, LP
1330 Avenue of the Americas, 30th Floor
New York, NY 10019
Attention: Andrew Axelrod
E-mail: aaxelrod@axarcapital.com
DM3\6717806.1
Schedule A
Purchase Price Allocation
Series A
Preferred Stock
Funding Obligation
118
30
28
$5,900,000
$1,500,000
$1,400,000
Exhibit A
Certificate of Designations
See Exhibit 3.2 to StoneMor Inc. Annual Report on Form 10-K for Fiscal Year Ended December 31, 2019.
DM3\6717806.1
(Back To Top)
Section 12: EX-10.46 (EX-10.46)
MASTER SERVICES AGREEMENT
(UNIONIZED LOCATIONS)
BY AND BETWEEN
STONEMOR OPERATING LLC
AND
RICKERT LANDSCAPING, INC.
1
Exhibit 10.46
MASTER SERVICES AGREEMENT
(UNIONIZED LOCATIONS)
This MASTER SERVICES AGREEMENT (UNIONIZED LOCATIONS) (“Master Agreement”) is entered into on April 2, 2020 and made effective as of April 1, 2020 (the “Effective Date”), by and between STONEMOR
OPERATING LLC, a Delaware limited liability company (together with its successors or assigns, “Customer”), and RICKERT LANDSCAPING, INC., a Pennsylvania corporation (“Supplier”), an Affiliate of Moon
Landscaping, Inc., a Pennsylvania corporation (“Moon”).
RECITALS
1.
2.
3.
4.
Having completed one or more Pilot Periods (as defined in those certain Transition Services Agreements executed by Customer and Moon prior to the date hereof (the “Transition Services Agreements”)),
Customer and Supplier now desire to enter into this Master Services Agreement (Unionized Locations), pursuant to which Customer is engaging Supplier to develop, implement and provide all manner of
property management and operational services at each of the funeral homes, cemeteries and other properties owned by Customer, the locations of which are identified on Schedule 1 attached hereto and made a
part hereof (the “Properties”), in accordance with the roll-out schedule attached hereto as Schedule 1.
The Properties covered by this Master Agreement represent properties where certain of the personnel currently employed by Customer are represented by a union (individually and collectively, the
“Union”). Subject to the terms of this Master Agreement, Supplier agrees to make an offer of employment to certain of Customer’s employees, including those personnel represented by a Union. In connection
therewith, Supplier agrees to recognize the Union and adopt each and every collective bargaining agreement to which Union and Customer are bound or enter into new collective bargaining agreements with
Union (individually and collectively, the “Collective Bargaining Agreement”). Rickert Landscaping, Inc. and Moon Landscaping, Inc. are Affiliated entities commonly owned and controlled by the same
parent entity (“Parent”). Rickert Landscaping, Inc. is the entity Parent has designated to handle all Union matters, including entering into or adopting Collective Bargaining Agreements; accordingly, Rickert
Landscaping, Inc. is entering into this Master Services Agreement for the provision of Services at Customer’s unionized locations. Concurrently with the execution of this Master Agreement, Customer has
entered into a Master Services Agreement with Moon for the provision of Services at Customer’s non-unionized locations.
The purpose and objective of this Agreement is to consolidate all of Customer’s property management and operational responsibilities under one entity, utilizing trained personnel and customized business
processes and systems.
Supplier has developed, implemented and provided the Services to Customer at certain Pilot Locations (as defined in the Transition Services Agreements) on a scale similar to that contemplated in this
Agreement; has the trained personnel and the business processes and systems necessary to provide the Services to Customer; and desires to provide such Services to Customer.
2
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, Customer and Supplier mutually agree to the following terms and conditions:
1.
Structure of Agreement. The Parties agree to the terms and conditions set forth in this Master Agreement and in the Statement of Work executed by the Parties referencing this Master Agreement. The Statement of
Work is incorporated into this Master Agreement, and the applicable portions of this Master Agreement are incorporated into the Statement of Work. The Statements of Work and this Master Agreement are herein
collectively referred to as the “Agreement.”
(a)
Components of the Agreement. The Agreement consists of:
(i)
(ii)
(iii)
the provisions set forth in this Master Agreement and the Exhibits and Schedules referenced herein;
the Statement of Work attached hereto as Exhibit B (Statement of Work) and the Schedules referenced therein, with such additions, deletions and modifications as the Parties may agree; and
any additional Statements of Work executed by the Parties pursuant to this Master Agreement, including the Schedules referenced in each such Statement of Work.
(b)
(c)
(d)
Definitions. All capitalized terms used in the Agreement shall have the meanings set forth in Exhibit A (Definitions). Other capitalized terms used in the Agreement are defined where they are used and
have the meanings so indicated.
Statements of Work. The Services will be described in and be the subject of (i) one or more Statements of Work executed by the Parties pursuant to this Master Agreement, and (ii) this Master
Agreement.
Deviations from Master Agreement, Priority. In the event of a conflict, the terms of the Statements of Work shall be governed by the terms of this Master Agreement, unless an individual Statement of
Work expressly and specifically notes the deviations from the terms of this Master Agreement. In the event of a conflict, the terms of each Statement of Work shall govern the terms of the Schedules
referenced therein. In the event of a conflict, the terms of this Master Agreement shall govern the terms of the Exhibits referenced herein.
2.
3.
Term of Agreement. The Term of the Agreement will begin as of the Effective Date and will terminate at 11:59 pm Eastern Daylight Time on December 31, 2024, unless terminated earlier pursuant to Section 17 of
this Agreement.
The Services. For purposes of this Agreement, “Services” means (i) services, functions, responsibilities, activities, tasks and projects to be performed by Supplier set forth in the Agreement, as they may evolve and be
supplemented and enhanced during the Term; (ii) the functions, responsibilities, activities, tasks and projects not specifically described in the Agreement as a part of Services which are required for the proper
performance and provision of the Services or are an inherent part of, or necessary subpart included within, the Services;
3
(iii) services, functions, responsibilities, activities, tasks and projects that are of a nature and type that would ordinarily be performed by a company in the Customer’s industry sector, even if not specifically described in
the Agreement; and (iv) services, functions, responsibilities, activities, tasks and projects routinely performed by the Customer personnel and subcontractors who are transitioned to Supplier, displaced or whose
functions were displaced as a result of the Agreement, even if not specifically described in the Agreement.
(a)
Obligation to Provide Services; Scheduling.
(i)
(ii)
Obligation to Provide Services. Starting on the Effective Date and continuing during the Term, Supplier shall provide the Services described in the Statement of Work to, and perform the
Services for, Customer in accordance with the Statement of Work and the Agreement.
Responsibilities. Supplier and Customer will each perform their respective duties, obligations and responsibilities (“Responsibilities”) as set forth in each Statement of Work. Customer’s
failure to perform a Responsibility will excuse Supplier’s obligation to perform its corresponding obligations under the Agreement only if Supplier provides written notice to Customer of such
failure and demonstrates that: (i) Customer’s failure was the direct cause of Supplier’s inability to perform; and (ii) Supplier could not have continued performance by using reasonable
methods, activities and procedures. In the event of (i) and (ii), Supplier will be excused from performance of those Services impacted by Customer’s failure to perform only to the extent that,
and for so long as, Customer’s failure to perform its Responsibilities prevents Supplier’s performance, and provided that Supplier takes reasonable steps to mitigate the effects of Customer’s
failure to perform.
(iii)
Scheduling and Communication. Customer and Supplier shall schedule Services and track the completion of Services through a mutually acceptable scheduling and performance tracking tool
(e.g., Smartsheet), pursuant to which:
(A)
(B)
(C)
(D)
Customer will be responsible for task requests, quality standards and timeline requirements;
Supplier will be responsible for task scheduling, resource allocation, and current/completion status;
Each party to assign dedicated resources to manage and maintain access, system privileges and capabilities for their employees; and
Both parties to embed mutually agreeable performance metrics and customer complaint resolution requirements in the scheduling and performance-tracking tool.
Customer and Supplier agree that Services will be performed in accordance with the Work Order Management System (“WOMS”) attached hereto as Schedule 2, including the Quality
Standards described therein. The WOMS has been prepared by Customer and accepted by Supplier. Any proposed updates thereto, which, from time to time, may be necessary to reflect any
substantive changes therein, will also be prepared by Customer and provided to Supplier (either in print or electronic
4
formats) within a reasonable time prior to the implementation of such changes. Either Party may, from time to time, request updates or amendments to the WOMS.
(iv)
Critical, Time-Sensitive Services; Self-Remedy. If there is a critical and time-sensitive customer or safety-related Service (e.g., burial) that Supplier is unable to timely perform and/or
deliver, and Customer has exhausted all available escalation pathways with Supplier, then, in order to ensure that such Service is handled timely, Customer shall have the right to perform and/or deliver
such Service, or engage a Third Party to do so, and all costs and expenses associated therewith that are incurred by Customer will be Supplier’s responsibility and will be deducted from the next Service
Fee installment due Supplier.
(b)
Compliance with Laws and Policies.
(i)
Generally. Supplier shall perform the Services in compliance with:
(A)
(B)
(C)
all Laws applicable to Supplier in its performance and delivery of the Services;
all Laws applicable to the portion of the operations of the Customer performed by Supplier as part of the Services, just as if the Customer performed the Services itself, as
interpreted, augmented and/or modified by the Customer Compliance Directives (collectively, the “Customer Compliance Requirements”); and
all policies and procedures of general application of the Customer as published by Customer from time to time and delivered to Supplier.
(ii)
(iii)
Customer Compliance Directives. From time to time Customer may instruct Supplier in writing as to compliance with any of the Customer Compliance Requirements and changes in
Supplier’s policies and procedures relating to such compliance (a “Customer Compliance Directive”). Supplier is authorized to act and rely on, and shall promptly implement, each Customer
Compliance Directive in the performance and delivery of the Services, subject to the provisions of Section 3(b)(iii) below.
Regulatory Changes. Supplier shall, with Customer’s approval and at Supplier’s expense, conform the Services in a timely manner to any changes in the compliance matters referred to in
Section (A) above. Supplier shall also, with Customer’s approval, conform the Services in a timely manner to any change in Customer Compliance Requirements (including Customer
Compliance Directives).
(c)
Procedures Manuals; Training.
(i)
Content. Supplier shall perform the Services in accordance with the policies and procedures documented in an operational procedures manual to be developed by Supplier (which may include
video-taped training materials) on or before May 1, 2020, and subject to the review and written approval of Customer (as approved by Customer, each, a “Procedures Manual”). Procedures
Manuals shall be written explicitly and comprehensively enough to enable the Customer to readily understand the Services Supplier is to perform and how such Services will be performed.
5
(ii)
Updates. Supplier will be responsible for the preparation of the Procedures Manuals and will prepare and provide to Customer, in both print and electronic formats, proposed updates thereto as
necessary to reflect any substantive changes therein within a reasonable time prior to the implementation of such changes. Either Party may, from time to time, request updates or amendments
to the Procedures Manuals.
(d)
(e)
Performance and Service Levels; Partner Meetings. Supplier agrees that the performance of the Services will meet or exceed the “Success Metrics” set forth on Exhibit C attached hereto, and the
Service level specifications described in (or attached as a Schedule to) the Statement of Work. In order to evaluate the quality of the Services during the Term, and to identify changes and/or improvements
to the overall program, Customer and Supplier will attend monthly review meetings to discuss, among other things, the timing and status of the roll-out schedule, potential changes to the Statement of
Work or the Service level specifications, New Services (if any), program improvements and expectations. In addition, Customer and Supplier will attend quarterly business review meetings with executive-
level representatives of each Party to discuss, among other things, growth opportunities, program improvements and expectations.
Disaster Recovery Services. Supplier shall, within thirty (30) days of the Effective Date or such later timeframe as may be approved by Customer, develop a Disaster Recovery Plan adapted to the
provision of the Services, which Supplier shall have the capacity to execute and perform. The Disaster Recovery Plan shall be subject to the review, audit and written approval of Customer. Supplier agrees
to implement, maintain and improve the Disaster Recovery Plan as necessary to keep the plan current with applicable industry standards and best practices, or as otherwise necessary to satisfy Supplier’s
obligations under the Agreement. Prior to implementing any material change to the Disaster Recovery Plan, Supplier will provide Customer a copy of such change for Customer’s consent. Upon
Supplier’s determination of a disaster or the possibility of the occurrence of a disaster situation, Supplier shall promptly notify Customer and implement the Disaster Recovery Plan. During any disaster,
Supplier will notify Customer daily of the status of the disaster. During a disaster, Supplier will not give greater priority to any of its other customers in its recovery efforts than it gives to the Customer.
Upon conclusion of a disaster, Supplier will as soon as reasonably practicable, provide Customer with an incident report detailing the reason for the disaster and all actions taken by Supplier to resolve
and/or respond to the disaster.
(f)
Hazardous Materials.
(i)
(ii)
Supplier shall not bring any hazardous materials onto the Properties, except for those used in the ordinary course of landscape services. All hazardous materials brought onto the Properties by
Supplier shall be used and disposed of in full compliance with all applicable local, county, state and federal governmental laws and regulations and manufacturer directions.
For minor releases of hazardous materials (immaterial quantities of gasoline, oil, antifreeze, etc.), Supplier staff shall:
(A)
Immediately call the appropriate Customer representative at the affected Property to report the spill and document the release of hazardous materials at the location; and
6
(B)
Use the spill kit (if available at the Property) to clean up the spill (all foreman are to be trained in minor spill containment).
(iii)
In case of a large release, Supplier staff shall immediately report the release to the local fire department or other applicable local agency/department, Supplier’s manager, and the appropriate
Customer representative at the affected Property. The fire department or other applicable local agency/department will, at Supplier’s expense if applicable, take over the incident and do one of
the following:
(A)
(B)
Contain the release of hazardous materials to their ability; or
Contact a qualified contractor, who will be paid by Supplier to handle larger releases that the fire department or other applicable local agency/department is not capable of handling.
(iv)
For all spills, Supplier shall, at its expense:
(A)
(B)
(C)
(D)
Evacuate employees and bystanders from the area immediately;
Ensure all people avoid contact with the hazardous materials;
Control the release to the level of its staff’s training; and
Retain a qualified contractor or vendor to properly dispose of the hazardous material and document the disposal in accordance with applicable laws or regulations and perform any
remediation required by applicable laws or regulations as a result of such release.
4.
New Services. During the Term, Customer may request that Supplier provide New Services. New Services may be activities that are performed on a continuous basis for the remainder of the Term or activities that are
performed on a project basis. If, after review of the Statement(s) of Work, it is determined that the service could qualify as an existing Service, then the Parties will treat such service as an existing Service and Supplier
will perform such service in accordance with its existing obligation to perform the Services. If the service does not qualify as an existing Service, then that service will be deemed a New Service. To request a New
Service, Customer will deliver to Supplier a written request with reasonable detail regarding such service through the scheduling and performance tracking tool described in Section 3(a)(iii) above (the “New Service
Request”).
Upon receipt of Customer’s New Service Request, Supplier may prepare and deliver to Customer a written statement (the “New Service Response”) describing any changes in products, services, assignment of
personnel and other resources that Supplier believes would be required. No New Service implementation shall occur without the mutual agreement of the Parties to the terms and conditions of such New Service
including any additional Service Fee associated therewith. Any agreement of the Parties with respect to New Services will be in writing, will constitute an amendment to the Agreement and shall also become a
“Service” and be reflected in a new Statement of Work hereto or in an amendment to the existing Statement of Work hereunder.
5.
Vehicle and Equipment Leasing. The Parties agree that Supplier has leased or will lease from Customer the vehicles and equipment used to service the Properties, identified on Schedule 3 attached hereto (collectively,
the “Vehicles and Equipment”), for the duration of the Term.
7
6.
7.
During the Term, Supplier shall at its sole cost and expense (i) maintain the Vehicles and Equipment in good operating condition, subject to normal wear and tear, and (ii) undertake all repairs and preventive
maintenance on the Vehicles and Equipment in accordance with the applicable manufacturer’s recommendations. With respect to those Vehicles and Equipment that may be leased by Customer from third parties,
Supplier agrees to utilize said Vehicles and Equipment in a manner that does not render Customer in default under such third party leases. Customer shall be responsible for insuring the Vehicles and Equipment for the
duration of the term. Notwithstanding anything to the contrary set forth herein, Customer and Supplier acknowledge and agree that Supplier has been leasing certain of the Vehicles and Equipment since the “Effective
Date” identified in each of the prior Transition Services Agreements, and that each party’s respective obligations relative thereto commenced as of such “Effective Date” and will continue for the duration of the Term of
this Agreement in accordance with the provisions set forth herein.
Customer will transfer title to all Vehicles and Equipment then owned by Customer to Supplier at the expiration of the Term on December 31, 2024, and thereafter, Supplier shall be solely responsible for all such
Vehicles and Equipment.
Services Performed by Customer or Third Parties. Supplier is engaged by Customer on a non-exclusive basis to provide the Services under the Agreement. Accordingly, Customer retains the right, exercisable in its
sole discretion, to perform itself, or retain Third Parties to perform, any service, function, responsibility, activity or task that is within the scope of the Services or would constitute a New Service.
Service Fee; Property Enhancement Budgets: For Services performed during the Term of this Agreement, Customer shall pay Supplier a bi-monthly service fee in the amount set forth on the Pricing Schedule
attached hereto as Schedule 4 (the “Service Fee”), which Service Fee is inclusive of all applicable taxes (including sales tax). Invoices shall be due from Supplier on the first (1st) and fifteenth (15th) day of each
calendar month, and shall be processed and paid by Customer in the nearest following accounts payable processing cycle.
The Service Fee may be increased by mutual consent of the parties if (1) Customer acquires additional Properties for which Services are needed, or (2) there is a material increase in the scope of Services described in
the Statement of Work attached hereto. The Service Fee may be decreased, but only at Customer’s direction, if (1) Customer sells or otherwise disposes of any of the Properties for which Services are being provided, in
which event the Service Fee will be decreased by the amount allocated to said Property or Properties as set forth on Schedule 4 attached hereto (subject to the year over year adjustments reflected on Schedule 4), or (2)
there is a material reduction in the scope of Services described in the Statement of Work attached hereto, in which event the Service Fee will be decreased by an amount mutually agreed to by Customer and Supplier.
Customer and Supplier shall meet in the fourth quarter of each calendar year to establish a mutually acceptable property enhancement budget for the Properties then covered by this Agreement (each a “Property
Enhancement Budget”). The Property Enhancement Budget shall identify for the following calendar year additional modest Property-specific
8
beautification, appearance enhancing or efficiency-driven projects, together with pricing and timelines associated with these activities, which are outside the normal scope of Services. To the extent there are any
additional costs and expenses associated with the projects identified in the Property Enhancement Budget, the parties will cooperate with each other in good faith to determine how such costs and expenses will be
allocated between the parties.
8.
Employees.
(a)
(b)
(c)
(d)
(e)
(f)
Customer shall identify the personnel currently employed by Customer who perform functions related to the Services, and whose positions will be displaced as a result of the Agreement. Supplier agrees to
make an offer of employment to each of the employees so identified, it being understood and agreed that Supplier’s offer of employment will reflect benefits and compensation that are commensurate with
those currently offered by Customer to said employees in order to minimize, to the fullest extent possible, employee attrition as a result of the transition contemplated herein. Employees who accept such
offers of employment (each, a “Rehired Employee”) shall become an employee of Supplier as of the Effective Date. Effective as of the Effective Date, all Rehired Employees shall become employees of
Supplier and shall cease to be employees of Customer. Supplier shall be solely liable for all liabilities and obligations arising out of the employment of such Rehired Employees that arise after the Effective
Date, and Customer shall remain liable, to the extent required by applicable Law, for all liabilities and obligations arising out of the employment of such Rehired Employees accrued up to but not including
the Effective Date. For the avoidance of doubt, as to those Rehired Employees engaged by Supplier prior to the date hereof pursuant to the Transition Services Agreements, the term “Effective Date” as
used in the preceding sentence shall mean the Effective Date identified in each of the prior Transition Services Agreements.
Supplier acknowledges and agrees that Rehired Employees may include personnel represented by a Union. Supplier covenants and agrees to recognize the Union and adopt the Collective Bargaining
Agreement or enter into a new Collective Bargaining Agreement with Union to the extent so required.
Supplier and its employees, affiliates, agents, contractors and subcontractors shall conduct themselves with an appropriate level of decorum when entering, conducting work at, and leaving the Properties
and shall perform all Services and New Services in a manner that does not unreasonably disrupt, interfere with or disturb the conduct of Customer’s business or the use or enjoyment of the Properties by
Customer or its invitees, licensees or permittees.
Supplier shall provide all labor, material, equipment and fully-trained personnel necessary to perform the Services at the Properties.
Supplier shall perform driving and criminal backgrounds on all employees (including all temporary employees or independent consultants) before entry onto the Properties and annually thereafter.
Supplier is responsible for its employees’ behavior and appropriate appearance at all times, and will require its employees to act professionally and courteously. Supplier shall
9
maintain strict discipline among its employees, affiliates, agents, contractors and subcontractors at all times and will only employ persons with sufficient skill, training, ongoing safety training and
experience to perform the tasks for which they are employed.
Supplier shall have an experienced supervisor on-site at all times when the Services are performed and such supervisor should be bilingual as necessary.
Supplier shall provide its employees with appropriate uniforms, the style and color of which have been approved by the Customer.
Supplier is responsible for its own tools and equipment, their maintenance, and ensuring that all equipment remains in proper working order.
Supplier shall be responsible for ensuring that its employees, affiliates, agents, contractors and subcontractors have received proper training and the appropriate personal protective equipment (such as hard
hats, back belts and ear protection) to ensure safety and compliance with all applicable local, county, state and federal governmental laws and regulations (including, without limitation, OSHA).
All Services shall be performed in a good and workmanlike manner and in accordance with applicable local, county, state and federal governmental laws and regulations (including, without limitation,
OSHA) and applicable professional horticulture standards, using appropriately trained, uniformed, and supervised personnel, and properly maintained equipment.
Any substances applied as part of the Services (including, without limitation, fertilizers, pesticides and herbicides) shall be applied strictly in accordance with all applicable local, county, state and federal
governmental laws and regulations by properly licensed personnel, and in accordance with the manufacturer’s directions.
Supplier shall (and shall cause all subcontractors to), at Supplier’s expense, maintain all applicable licenses and permits necessary for the Services. Supplier shall provide proof of such licenses upon
request.
(g)
(h)
(i)
(j)
(k)
(l)
(m)
9.
Engagement of Third Parties by Supplier. If, in the performance of the Services, Supplier determines that it must retain one or more Third Parties to perform certain work, the cost of which exceeds $500.00,
Supplier shall notify Customer and Customer shall have the right to approve such engagement, except to the extent the engagement is necessary in the event of an Emergency (as defined below)
If Supplier needs to engage the services of a Third Party in the event of an Emergency and such engagement would be subject to Customer approval as set forth above, Supplier will use commercially reasonable efforts
to obtain such approval; provided, however, if Supplier is unable to obtain Customer approval either because a Customer representative is unavailable or the nature of the Emergency is such that it requires immediate
action, Supplier will be authorized to expend costs and expenses in excess of $500.00 to the extent necessary to mitigate the impact or consequence of the event on the other Party or the Property and/or
10
stabilize the Emergency. “Emergency” shall mean circumstances in which Supplier believes that human life or the Property is in imminent danger or threatened and which require immediate action to protect the
Property against damage or destruction, or prevent the occurrence of accident or injury to persons, so threatened or occurring from any cause. In the event of an Emergency, Supplier shall, as soon as is practicable, but
not later than twelve (12) hours thereof, notify Customer of such occurrence and of all actions taken and costs incurred and the reasons therefor.
10.
Covenants.
(a)
(b)
(c)
Services. Supplier shall render Services using appropriately trained, uniformed, and supervised personnel that have the necessary knowledge, training, skills, experience, qualifications and resources to
provide and perform the Services in accordance with the Agreement, and shall render Services in a prompt, professional, diligent, and workmanlike manner, consistent with industry standards applicable to
the performance of such Services, utilizing properly maintained equipment.
Continuous Improvement. Supplier shall diligently and continuously improve the performance and delivery of the Services by Supplier and the elements of the policies, processes, procedures and
systems that are used by Supplier to perform and deliver the Services, subject to the approval of Customer.
Regulatory Approvals. Supplier will timely obtain and maintain all necessary approvals, licenses and permits (required by Law or otherwise) applicable to its business and the provision of the Services.
11.
Representations and Warranties.
(a)
Representations and Warranties of Customer. Customer represents and warrants to Supplier as follows:
(i)
(ii)
(iii)
Organization; Power. As of the Effective Date, Customer (i) is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware, and
(ii) has full limited liability company power to own, lease, license and operate its properties and assets and to conduct its business as currently conducted and to enter into the Agreement.
Authorized Agreement. This Agreement has been, and each Statement of Work will be, duly authorized, executed and delivered by Customer and constitutes or will constitute, as applicable, a
valid and binding agreement of Customer, enforceable against Customer in accordance with its terms.
No Default. Neither the execution and delivery of this Agreement or any Statement of Work by Customer, nor the consummation of the transactions contemplated hereby or thereby, shall result
in the breach of any term or provision of, or constitute a default under, any charter provision or bylaw, agreement (subject to any applicable consent), order, or Law to which Customer is a
Party or which is otherwise applicable to Customer.
(b)
Representations and Warranties of Supplier. Supplier represents and warrants to Customer as follows:
11
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
Organization; Power. As of the Effective Date, Supplier (i) is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Pennsylvania, and (ii) has full
corporate power to own, lease, license and operate its properties and assets and to conduct its business as currently conducted and to enter into the Agreement.
Authorized Agreement. This Agreement has been and each Statement of Work will be duly authorized, executed and delivered by Supplier and constitutes or will constitute, as applicable, a
valid and binding agreement of Supplier, enforceable against Supplier in accordance with its terms.
No Default. Neither the execution and delivery of this Agreement or any Statement of Work by Supplier, nor the consummation of the transactions contemplated hereby or thereby, shall result
in the breach of any term or provision of, or constitute a default under, any charter provision or bylaw, agreement (subject to any applicable consent), order or Law to which Supplier is a Party
or that is otherwise applicable to Supplier.
Consents. Except as otherwise provided in the Agreement, no authorizations or other consents, approvals or notices of or to any Person are required in connection with (i) the execution,
delivery and performance by Supplier of the Agreement, (ii) the development, implementation or operation of the equipment and systems necessary for Supplier to perform the Services in
accordance with the applicable provisions of the Agreement and in compliance with all applicable Laws and Customer Compliance Requirements and Supplier regulatory requirements, or (iii)
the validity and enforceability of the Agreement.
Performance Warranty. The Services will conform to the description of the Services set forth in each Statement of Work and to general industry standards for the Services and products offered
by Supplier pursuant to the Agreement.
Equipment. Supplier shall maintain the Equipment so that it operates in accordance with its specifications, including (i) maintaining Equipment in good operating condition, subject to normal
wear and tear, and (ii) undertaking repairs and preventive maintenance on Equipment in accordance with the applicable Equipment manufacturer’s recommendations.
No Litigation. There is no action, suit, proceeding or investigation pending or, to Supplier’s knowledge, threatened, that questions the validity of the Agreement or Supplier’s right to enter into
the Agreement or any Statement of Work or to provide any of the Services.
(c)
Pass-Through Warranties. In the event Supplier purchases or procures any Third Party products or services for the Customer in connection with the provision of the Services, in addition to the foregoing
representations, warranties and covenants, Supplier shall pass through or assign to the Customer the rights Supplier obtains from the manufacturers and/or vendors of such products and services (including
warranty and indemnification rights), all to the extent that such rights are assignable. To the extent that such rights are not assignable by Supplier, Supplier agrees that the Customer may assert or enforce
any right Supplier may have to enforce such representations, warranties and
12
covenants, or if such can only be enforced by Supplier under its own name, upon written request by the Customer, Supplier shall take all reasonable action requested by the Customer to enforce such
representations, warranties and covenants.
(d)
Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY STATEMENT OF WORK, THE PARTIES MAKE NO REPRESENTATIONS, WARRANTIES
OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR
RESULTS TO BE DERIVED FROM THE USE OF ANY SERVICE, DELIVERABLES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT.
12.
Insurance; Waiver of Subrogation:
(a)
(b)
Insurance. During the Term, Supplier will maintain, at Supplier’s sole cost and expense, general liability insurance, automobile liability insurance, and workers’ compensation insurance covering the
activities of Supplier and any person or entity acting for or on behalf of Supplier (including, without limitation, the Supplier Parties (as hereinafter defined)) at the Properties and/or in connection with the
Services and any Statement of Work. Such insurance shall be in commercially reasonable amounts. Evidence of such insurance will be provided to Customer upon signing of this Agreement and
thereafter upon request. Without limiting the foregoing, Supplier agrees to insurance coverage in the following minimum amounts: (i) Commercial General Liability with limits of not less than
$2,000,000.00 per occurrence and $2,000,000.00 in the aggregate, which shall include contractual liability, personal injury protection and completed operations coverage (including coverage for the
indemnity clauses provided by Supplier), (ii) Commercial Automobile Liability covering owned, hired and non-owned vehicles with limits of $1,000,000.00 combined single limit each occurrence, and
(iii) Workers’ compensation insurance in an amount required by applicable Law. The insurance described in clauses (i) and (ii) shall include Customer, StoneMor Inc., StoneMor Partners L.P., StoneMor
Operating LLC and any additional parties specified by Customer as additional insureds. Each of the above policies will be primary and non-contributory with respect to any policies carried by any
additional insured. Any coverage carried by Customer shall be excess insurance. Such insurance shall be placed with reputable insurance companies licensed or authorized to do business in the states in
which the Properties are located, and have a minimum Best’s rating of A-/VII.
Waiver of Subrogation. To the fullest extent permitted by applicable Law, Supplier agrees to look solely to its insurers, and does hereby release and waive any and all rights it has now, or may have in the
future, to recover against Customer, or any of its respective trustees, beneficiaries, general or limited partners, directors, officers, agents, servants, subsidiaries, affiliates or employees (collectively, the
“Releasees”) for loss or damage to personal property, and for claims of injury to, or death of, employees of Supplier in any way relating to or resulting from the performance of the Services, including
claims for contribution, indemnity or reimbursement of worker’s compensation benefits. Supplier hereby agrees that its insurers (and the insurers of any Supplier subcontractors)
13
shall waive all rights of subrogation with respect to claims against the Releasees arising out of the Services. The Customer does not assume any liability of any nature or kind for bodily injuries or property
damages, or any other damages, arising out of Supplier’s performance of the Services.
13.
Conduct. Notwithstanding anything in this Agreement to the contrary, Supplier acknowledges that the Properties are operated as cemeteries, funeral homes and/or related uses and that Supplier and its employees,
affiliates, invitees, licensees, agents, consultants, contractors and subcontractors (collectively, the “Supplier Parties”) shall conduct themselves with an appropriate level of decorum when entering, working on, and leaving the
Properties. Supplier and the Supplier Parties shall perform all Services in a manner that does not unreasonably disrupt, interfere with or disturb the conduct of Customer’s business or the use or enjoyment of the Properties by
Customer, or its invitees, licensees or permittees.
14.
Cemetery Operations; Burial Issues. Supplier acknowledges and agrees that Supplier may be required to perform one or more of the following tasks as part of the Services, either independently (without assistance or
involvement by Customer), or in conjunction with Customer: (i) garden mapping, pinning, surveying and layout of burial spaces; (ii) excavating graves; (iii) installing vaults, concrete crypts and urns; (iv) opening and
closing graves, niches and crypts; (v) setting up markers, crypt bars and niche bars; (vi) maintaining accurate records and (vii) ensuring the accuracy of interments and entombments (collectively, the “Cemetery
Operations”). Supplier further acknowledges and agrees that wrongful burial issues (“Burial Issues”) may result from a failure to follow Cemetery Procedures (defined below) or properly perform the Cemetery
Operations, which failure may expose Customer to third party claims by customers of the cemetery and their families.
(a)
Obligations.
(i)
(ii)
(iii)
(iv)
Supplier agrees to perform the Cemetery Operations in accordance with Customer’s established policies and procedures, including, without limitation, Customer’s blind-check process
(collectively, the “Cemetery Procedures”). Supplier will refrain from modifying any of the Cemetery Procedures without Customer’s prior review and approval.
In the event Supplier becomes aware of a potential Burial Issue, Supplier shall immediately notify Customer and request further instruction. Supplier shall not attempt to remedy a potential
Burial Issue or take any other corrective action including, by way of example and without any limitation, moving a misplaced pin, without, in each instance, Customer’s prior approval.
Supplier agrees to cooperate with, and otherwise assist, Customer in promptly resolving any Burial Issue in the manner and within the timeframe established by Customer in order to mitigate
third party claims by customers of the cemetery and their families.
To the extent Customer has to defend itself against a third party claim alleging a wrongful burial issue, about which Supplier has knowledge or other relevant information, Supplier agrees to
cooperate, and to cause Supplier’s employees to
14
cooperate, with Customer and to provide any such information that Customer may reasonably request regarding such matter.
(b)
Liability. Subject to Customer’s approval rights set forth in Section 14(a) hereof, Supplier shall, at Supplier’s sole cost and expense, correct any and all Burial Issues that occur as a direct or indirect result
of Supplier’s acts or omissions, or the acts or omissions of the Supplier Parties.
15.
Repairs.
(a)
(b)
Repairs Generally. Supplier shall, at Supplier’s sole cost and expense, repair and restore any damage to the Properties occurring as a result of the Services or of any act or omission of Supplier or any of
the Supplier Parties, including without limitation, replacing any damaged marker, memorial or bench. Supplier will perform such repair or restoration within thirty (30) days of demand by Customer, and if
Customer performs such repair or restoration on Supplier’s behalf, Supplier shall pay the costs thereof to Customer within thirty (30) days of the delivery by Customer of an invoice. Customer shall have
the right to deduct from payments of the Service Fee the amount of any invoice for damage that has been outstanding for more than thirty (30) days.
Vault Damage. In the case of vault damage, if such damage occurs during the initial opening of the vault and prior to closing, Supplier is required to replace the damaged vault (or such component thereof,
as may be applicable) at Supplier’s sole cost and expense. If, however, the damage occurs in the course of re-opening the vault, Supplier and Customer will each bear one-half (i.e., 50%) of the cost to
replace such damaged vault (or such component thereof, as may be applicable).
This Section shall survive termination of this Agreement.
16.
Independent Contractor/Personnel/Subcontractors; Outsourced Landscaping Agreements.
(a)
Independent Contractor/Personnel/Subcontractors. In providing the Services under this Agreement it is expressly agreed that Supplier is acting as an independent contractor and not as an employee of
Customer. Customer and Supplier acknowledge that this Agreement is exclusively a contract for service. Subject to Section 8 hereof, Supplier shall have at all times a sufficient number of capable
personnel to enable it to perform its duties hereunder. Only fully qualified, experienced and competent persons shall be assigned to provide the Services. Supplier shall be responsible for the performance
of all such personnel and all independent contractors, subcontractors and consultants retained or engaged by Supplier to assist Supplier in performing its duties hereunder. Supplier shall be responsible for
all matters pertaining to the assignment and performance of personnel either employed by Supplier or provided by contract to Supplier to assist Supplier in performing its duties hereunder. Supplier shall
be solely responsible for the payment of compensation (including provision for employment taxes, federal, state and local income taxes, workers compensation and any similar taxes) and benefits
associated with the employment of Supplier’s personnel. Furthermore, Supplier shall fully comply with all applicable laws and regulations relating to workers’ compensation, social security, income and
withholding pay, unemployment insurance, hours of labor, wages,
15
working conditions and other employer-employee related matters with respect to any personnel who are employees of Supplier. In no event shall Customer be the employer of such personnel, contractors
and consultants, and Customer shall have no liability to such employees, contractors and consultants for their compensation. Supplier is responsible for paying, and complying with reporting requirements
for, all local, state and federal taxes related to payments made to Supplier under this Agreement.
(b)
Outsourced Landscaping Agreements. Without limiting anything set forth in clause (a) above, Supplier hereby acknowledges and agrees that Services will be performed at the Outsourced Sites by the
applicable third party listed on Schedule 5 until the date specified therein (unless cancelled, terminated or renewed in accordance with the applicable Assigned Agreement), and further reaffirms that all
such Services shall adhere to the terms of this Agreement. During the Term of this Agreement, Supplier will be required to notify Customer, through the WOMS, when a third party is scheduled to
perform Services at a Property. Moreover, not less than once per calendar year, Supplier will provide Customer with an update to Schedule 5, which identifies all of the sites where Services are to be
performed by third parties, and the third parties performing such Services; this information will be required whether or not said third parties are engaged pursuant to an Assigned Agreement or a new third-
party agreement entered into by Supplier during the Term.
17.
Termination.
(a)
(b)
(c)
Either Supplier or Customer may terminate this Agreement without cause upon one hundred (180) days’ prior written notice to the other party.
If either party breaches the terms of this Agreement and fails to cure such breach within ten (10) days after written notice from the non-breaching party specifying such breach, then the non-breaching
party may elect to immediately terminate this Agreement by written notice to the breaching party. In addition to and without limiting the foregoing, if Customer fails to timely pay any undisputed Service
Fees due under this Agreement and such failure continues for five (5) business days after written notice, then Supplier thereafter may elect while such failure exists, in its sole discretion, to (i) delay or
cancel Services upon written notice to Customer, and/or (ii) immediately terminate this Agreement upon written notice to Customer. If this Agreement is terminated in accordance with its terms, any
Services Fees shall be prorated on a per diem basis for Services performed until the date of termination, and such termination shall not release either party for liability for failure to perform any of the
duties or obligations of either party required to be performed prior to such termination or any obligations under this Agreement stated to survive termination.
Either Supplier or Customer may immediately terminate this Agreement upon written notice to the other party if (i) the other party becomes insolvent or is unable to pay its debts, or makes an assignment
for the benefit of creditors, (ii) the other party enters into or files (or has filed or commenced against it) a petition, arrangement, application, action or other proceeding seeking relief or protection under the
bankruptcy Laws of the United States or any similar Laws of the United States or any state of the United States or (iii)
16
all or substantially all of the other party’s property is levied upon or scheduled to be sold in a judicial proceeding.
18.
Indemnities.
(a)
Indemnity by Supplier. Supplier agrees to indemnify and hold harmless Customer, its Affiliates, and the respective current, future and former officers, directors, members, employees, agents, successors
and assigns of each of the foregoing, and each of the foregoing persons or entities (the “Customer Indemnitees”) on demand, from and against any and all Losses incurred by any of them, and shall
defend the Customer Indemnitees against all Claims arising from or in connection with:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
All Claims arising out of, resulting from or related to the negligence or wrongful acts or omissions of Supplier or any Supplier Parties, or any breach or default by Supplier of this Agreement;
all Claims by employees of Supplier or any of its Affiliates or subcontractors arising out of or relating to the Agreement or the Services, except to the extent caused by the gross negligence or
willful misconduct of the Customer or any of its Affiliates or subcontractors (but excluding Supplier and Supplier Parties from such exception);
all Claims arising out of, resulting from or related to any act or omission of Supplier in its capacity as an employer of an individual and arising out of or relating to (i) federal, state or other
Laws or regulations for the protection of individuals who are members of a protected class or category of individuals, (ii) sexual discrimination or harassment, and (iii) any other aspect of the
employment relationship or its termination (including claims for breach of an express or implied contract of employment) which arose when the individual asserting the claim, demand, charge,
actions, cause of action or other proceeding was or purported to be an employee of, or candidate for employment by, the Supplier;
all Claims related to damage to tangible or intangible personal or real property resulting from, arising out of or related to the acts of Supplier or any Supplier Parties that are outside of their
provision of the Services while present on the Properties;
all Claims for personal injuries, death or damage to tangible or intangible personal or real property, including claims of any employee of the Customer, to the extent caused by acts or omissions
of Supplier or any Supplier Parties;
all Claims arising from a violation of any Law applicable to Supplier and/or any Supplier Party or to the Customer, by Supplier or any Supplier Party;
all Claims arising from fraud or theft committed by, or the willful misconduct of, Supplier or any Supplier Party;
(viii)
all Claims for Supplier’s tax liabilities arising from Supplier’s provision of Services;
17
(ix)
(x)
(xi)
(xii)
(xiii)
all Claims arising out of the failure of Supplier to obtain, or cause to be obtained, any consent or approval required for the Customer to receive and use the Services, or any component thereof,
to the full extent provided in the Agreement;
all Claims arising out of Supplier’s breach of its obligations under Section 3(b) (Compliance with Laws), or Section 14 (Cemetery Operations; Burial Issues) of the Agreement;
all Claims that any personnel supplied by Supplier, its Affiliates and/or their permitted subcontractors under the Agreement is an employee or agent of the Customer, including: (i) the cost of
any employee benefits Customer is required to provide to or pay for on behalf of any personnel supplied by Supplier, its Affiliates and/or their permitted subcontractors; and (ii) any Claim
brought by any personnel supplied by Supplier, its Affiliates and/or permitted subcontractors against any Customer Indemnitee based upon the employer-employee relationship;
any Claims arising out of Supplier’s breach of its representations or warranties set forth in the Agreement; and
all Claims by, or increases in the charges payable to, the Third Party Providers under the Third Party Agreements caused by or arising out of any breach of the Agreement by Supplier or its
Affiliates or subcontractors, or failure to properly and timely perform any duty or responsibility that Supplier or any of its Affiliates or subcontractors has under the Agreement, except to the
extent caused by any breach of the Agreement by Customer or its Affiliates or contractors (but excluding Supplier and its Affiliates and subcontractors from such exception).
For the avoidance of doubt, Supplier shall be solely liable for, and shall fully indemnify Customer Indemnitees against, any claims arising from injury to, or death of, any Rehired Employee (whether engaged pursuant to the
prior Transition Services Agreements or this Agreement) in any way relating to or resulting from the performance of the Services, including claims for contribution, indemnity or reimbursement of worker’s compensation
benefits.
(b)
Indemnity by Customer. Customer agrees to indemnify and hold harmless Supplier, its Affiliates, and the respective current, future and former officers, directors, members, employees, agents,
successors and assigns of each of the foregoing, and each of the foregoing persons or entities (the “Supplier Indemnitees”) on demand, from and against any and all Losses incurred by any of them, and
shall defend the Suppler Indemnitees against all Claims arising from or in connection with:
(i)
All Claims arising out of, resulting from or related to the negligence or wrongful acts or omissions of Customer or any Customer Parties, or any breach or default by Customer of this
Agreement.
This Section shall survive termination of the Agreement.
19.
Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING
OUT OF THIS AGREEMENT OR ANY RESULTING OBLIGATION, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION
(EXCEPT THAT THE
18
FOREGOING SHALL NOT APPLY TO ANY CLAIMS BY A THIRD PARTY FOR WHICH SUPPLIER IS OBLIGATED TO INDEMNIFY CUSTOMER PURSUANT TO THIS AGREEMENT). NO DIRECT OR
INDIRECT CONSTITUENT MEMBER OF CUSTOMER, NOR ANY TRUSTEE, BENEFICIARY, SHAREHOLDER, PARTNER, MEMBER, MANAGER, OFFICER, DIRECTOR, EMPLOYEE OR OTHER
AGENT OF CUSTOMER, SHALL HAVE ANY LIABILITY IN CONNECTION WITH THIS AGREEMENT.
20.
Notices. All notices, demands, requests, consents, approvals and other communications required or permitted to be given hereunder or which are to be given with respect to this Agreement shall be in writing and
delivered personally, by overnight air courier service, by email, or by U.S. certified or registered mail, return receipt requested, postage prepaid, to the parties at their respective addresses set forth below, and the same
shall be effective upon receipt if delivered personally, one (1) business day after depositing with an overnight air courier, or two (2) business days after depositing in the mail, or immediately, upon transmission (as
confirmed by electronic confirmation of transmission generated by the sender’s machine) for any notice given by email:
If to Customer:
c/o StoneMor Partners L.P.
3600 Horizon Boulevard, Suite 100
Trevose, PA 19053
Attn: Tom Connolly
Office: 215-826-2808
Email: tconn@stonemor.com
With a copy to:
If to Supplier:
c/o StoneMor Partners L.P.
3600 Horizon Boulevard, Suite 100
Trevose, PA 19053
Attn: Lorena L. Trujillo, Assistant General Counsel
Office: 215-826-2865
Email: ltrujillo@stonemor.com
Rickert Landscaping, Inc.
c/o Moon Landscaping
145 Moon Rd
Box 673
Chesapeake City, MD 21915
Attn: William Hutchins
V.P. and General in-house Counsel
Office: 443-350-3674
Email: bhutchins@moonlandscaping.com
19
21.
Miscellaneous.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Attorneys’ Fees and Costs: In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.
Waiver of Jury Trial: THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.
Governing Law; Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. This Agreement shall not be more strictly
construed against one party or the other by reason of the rule of construction that a document is to be construed most strictly against the party who itself or through its agent prepared the same, it being
agreed that the agents of all parties hereto have participated in the preparation of this Agreement. Both parties expressly agree that any and all legal proceedings arising under this Agreement will be
brought exclusively in the state and federal courts located in the Commonwealth of Pennsylvania.
Binding Effect: This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, neither this Agreement nor any
interest herein may be assigned or transferred, voluntarily or by operation of law, by Supplier without Customer’s prior written consent, which may be withheld in Customer’s sole discretion.
No Waiver: No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing
waiver, nor shall a waiver in any instance constitute a waiver in any subsequent instance. No waiver shall be binding unless executed in writing by the party making the waiver.
Waiver And Release Of Lien Rights: To the extent permitted by applicable law, Supplier specifically waives and releases any claims it may have to a lien on or with respect to the Properties or any other
assets of Customer, and shall not file any notice of claim or assert any lien or claim of lien with respect to any amounts that may be due to it. Supplier shall, from time to time, execute such lien waivers
and releases as may be reasonably required by Customer or to otherwise effectuate this provision.
Entire Agreement: This Agreement, including any schedules and exhibits attached hereto, shall constitute the entire Agreement between the parties hereto, and no modification thereof shall be effective
unless made by supplemental agreement in writing executed by the parties hereto.
Severability: If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this
Agreement shall be valid and be enforced to the fullest extent permitted by law.
20
(i)
(j)
(k)
(l)
Counterparts; Electronic Signatures: This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of
which shall constitute one and the same instrument. Facsimile and electronically transmitted signatures (such as a PDF) shall for all purposes be treated as originals.
Rules of Construction. (a) Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) the word
“including” and words of similar import shall mean “including, without limitation,” (c) provisions shall apply, when appropriate, to successive events and transactions, and (d) the headings contained
herein are for reference purposes only and shall not affect in any way the meaning or interpretation of the Agreement.
Further Assurances. During the Term and at all times thereafter, each Party shall provide to the other Party, at its request, reasonable cooperation and assistance (including the execution and delivery of
affidavits, declarations, oaths, assignments, samples, specimens and any other documentation) as necessary to effect the terms of the Agreement.
Force Majeure. Each Party will be excused from performance under the Agreement for any period and to the extent (and only to the extent) that it is prevented from or delayed in performing any
obligations pursuant to the Agreement, in whole or in part, as a result of a Force Majeure Event. If either Party is prevented from, or delayed in performing any of its obligations under the Agreement by a
Force Majeure Event, it shall promptly notify the other Party verbally (to be confirmed in writing within twenty-four (24) hours of the inception of the delay) of the occurrence of a Force Majeure Event
and describe, in reasonable detail, the circumstances constituting the Force Majeure Event and of the obligations, the performance of which are thereby delayed or prevented. The Party claiming that a
Force Majeure Event has occurred shall continue to use commercially reasonable efforts to mitigate the impact or consequence of the event on the other Party and to recommence performance whenever
and to whatever extent possible without delay. In the event of any Force Majeure Event, Customer shall not pay any fees in respect of the Services so affected.
[SIGNATURE PAGE FOLLOW
21
By signing this Agreement in the space provided below, each party hereby represents and confirms that it has full power and authority to enter into this Agreement on its own behalf, and that this Agreement is a legally binding
obligation of such party.
CUSTOMER:
STONEMOR OPERATING LLC,
a Delaware limited liability company
By:
Name:
Title:
/s/ Tom Connolly
Tom Connolly
SVP, Business Planning & Operations
[Signatures continue on following page.]
[Signature Page to Master Services Agreement]
SUPPLIER:
RICKERT LANDSCAPING, INC.,
a Pennsylvania corporation
By:
Name:
Title:
/s/ William Hutchins
William Hutchins
President
[Signature Page to Master Services Agreement]
Exhibit A. Definitions.
“Affiliate” means, with respect to a Party, any entity at any tier that controls, is controlled by, or is under common control with that Party. For purposes of this definition, the term “control” (including with correlative meanings,
the terms “controlled by” and “under common control with”) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership
of voting securities, by trust, management agreement, contract or otherwise.
“Assigned Agreements” means those certain landscaping agreements originally executed by Customer (or an Affiliate thereof) pursuant to which Customer engaged one or more third parties to perform landscaping and other
services at the sites identified on Schedule 5 attached hereto (the “Outsourced Sites”). Customer has assigned to Supplier, and Supplier has assumed from Customer, all of Customer’s right, title and interest in and to Assigned
Agreements pursuant to that certain Landscape Services Agreement (Outsourced StoneMor Sites—2020) dated as of December 20, 2019 executed by and between Customer and Supplier.
“Claim” means any civil, criminal, administrative, regulatory or investigative action or proceeding commenced or threatened by a Third Party, including Governmental Authorities and regulatory agencies, however described or
denominated.
“Customer Equipment” means those machines, equipment, materials and other components necessary to provide the Services that are owned by Customer.
“Disaster Recovery Plan” means a disaster recovery plan developed by Supplier in accordance with Section 3(e).
“Equipment” means Customer Equipment and Supplier Equipment.
“Force Majeure Event” means an event(s) meeting both of the following criteria:
Caused by any of the following: (a) catastrophic weather conditions or other extraordinary elements of nature or acts of God (other than localized fire or flood); (b) acts of war (declared or undeclared), acts of terrorism,
insurrection, riots, civil disorders, rebellion or sabotage; and (c) quarantines, embargoes and other similar unusual actions of federal, provincial, local or foreign Governmental Authorities. Force Majeure Events generally do not
include (i) vandalism, (ii) the regulatory acts of Governmental Authorities, (iii) Supplier’s inability to obtain hardware or software, on its own behalf or on behalf of Customer, or its inability to obtain or retain sufficient
qualified personnel, except to the extent such inability to obtain hardware or software or retain qualified personnel results directly from the causes outlined above, or (iv) any failure to perform caused solely as a result of a
Party’s lack of funds or financial ability or capacity to carry on business; and
The non-performing Party is without fault in causing or failing to prevent the occurrence of such event, and such occurrence could not have been prevented or circumvented through the use of commercially reasonable
alternative sources, workaround plans or other means.
“Governmental Authority” means any nation or government, any federal, state, province, territory, city, town, municipality, county, local or other political subdivision thereof or thereto, any quasi-Governmental Authority, and
any court, tribunal, arbitral body, taxation authority, department, commission, board, bureau, agency, instrumentality thereof or thereto or otherwise
Exhibit A-1
which exercises executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
“Law” means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncement having the effect of law of the United
States, any foreign country or any domestic or foreign state, county, city, province or other political subdivision, including those promulgated, interpreted or enforced by any Governmental Authority. Law includes Privacy
Laws.
“Losses” means any judgments, settlements, awards, losses, charges, liabilities, penalties, interest claims (including Taxes and all related interest and penalties incurred directly with respect thereto), however described or
denominated, and all related reasonable costs, expenses and other charges (including all reasonable attorneys’ fees and reasonable internal and external costs of investigations, litigation, hearings, proceedings, document and
data productions and discovery, settlement, judgment, award, interest and penalties), however described or denominated.
“New Services” means the functions, responsibilities, activities, tasks and projects outside the scope of the Services that Supplier may provide to the Customer on terms to be agreed upon pursuant to Section 4.
“Party” or “Parties” means Customer and/or Supplier, as parties to the Master Agreement.
“Statement of Work” means a statement of work entered into by the Parties describing the Services to be provided by Supplier under that Statement of Work and the attached Schedules.
“Service Level Agreement” means the schedule to each Statement of Work specifying the Service Level Specifications applicable to the Services described in each such Statement of Work, remedies for Supplier’s failure to
comply with such Service Level Specifications, including applicable Service level credits, procedures for modifying and improving Service Level Specifications and related provisions.
“Service Level Specifications” means the standards of performance to be met or exceeded by Supplier in providing the Services, as set forth in the applicable Service Level Agreement.
“Supplier Equipment” means all equipment owned or leased by Supplier that is used, directly or indirectly, to provide the Services.
“Tax” means federal, state and local sales, use and other similar types of transfer taxes or fees, however designated or imposed, which are in the nature of a transaction tax or fee, but not including any taxes, duties or fees
imposed on or measured by net or gross income or gross receipts, capital stock or net worth or in the nature of an income, capital, franchise, or net worth tax.
“Third Party” means a business or entity other than the Customer or the Supplier or any of their respective Affiliates.
“Third Party Agreements” means those agreements for which Supplier has undertaken financial, management, operational, use, access and/or administrative responsibility and/or benefit in connection with the provision of the
Services, and pursuant to which the Customer has contracted with a Third Party Provider to obtain any Third Party products, software and/or services that will be used, accessed and/or managed in connection with the Services.
Exhibit A-2
“Third Party Provider” means a business or entity other than the Customer or the Supplier or any of their respective Affiliates that provides products, software and/or services under a Third Party Agreement.
Exhibit A-3
Exhibit B (Statement of Work)
(See attached)
Exhibit B
STONEMOR - MOON MSA EXHIBIT B (Statement of Work) & SCHEDULE 2 (Work Order Management System): Cemetery and Funeral Home Maintenance
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Maintenance
Scheduled or Unscheduled Events
Space Verificaton
Probbing/Space Verification
GM or ADMIN will find/locate spaces for sales reps and customers. This will include space and lot verification. Space and
Lot information will be sent to Supplier.
Supplier will perform any surveying needed for the location.
Blind check procedures: Supplier will perform blind check procedures to avoid compliance issues to avoid missed burials.
This blind check procedures will also need to occur for at-need sales or pre need becoming at need
Maintenance will be in charge of locating the lot and placing flags in that spot, the family will then confirm this is the correct
spot
Final sign off performed by the location Admin
Outdoor Cermonies
Setup, Opening/Lowering (Interment
Service Prep), Service procedures and
Equipment
Prior to the event, supplier will be responsible for the carpeting, putting out chairs, mowing/trimming a ~100 ft radius to the
plot prior to the service and setting up tents for the ceremonies, specifications will be defined during the pilot program
These events can happen any day and at short notice.
Supplier will be required to have staff in place to service any request
Supplier will be responsible for opening the graves and installing both the vault and casket. In some cases, vaults will
have been preinstalled, if damage occurs to vaults, refer to “Replacement” section.
During the service the crew should be mindful of the family and attendees. For example, but not limited to: avoiding the
area of the service, noise levels, overall conduct.
Clean up and filling in grave accordingly and Radius for additional treatment completed (~100ft)
Supplier will be responsible to maintain the needed equipment to perform the opening, lowering and closing
Unscheduled Events*
Indoor Cermonies
Setup, Entombment, Inurnment
Supplier will be responsible for the set-up of indoor ceremonies. After in- door ceremonies supplier will be responsible for
moving the casket to storage until it is installed at scheduled time.
Supplier will be responsible for the opening of the tomb in the mausoleum and entombing the casket, if the cover has not
been delivered prior to the service a temporary cover will be installed. Upon delivery of the correct cover the supplier will
be responsible for installing these and treating them as a “Scheduled Event”
Supplier will be responsible for placing the urn in the niche, urn lot (depending on the location of the burial). Supplier will
then close the lot
with either a temp cover installed, or the inscriber will do it after the
Time Constraints
<24 hrs
Urgency
High
Work Orders
Metrics/Criteria
Success
MTTR - response time and
resolution
GM and/or Admin will submit WO to Supplier
Space Verification
Completed or No
Timing of completion
< 24 hrs
High
GM and/or Admin will submit WO to Supplier (All
inclusive of the work order)
Set-up completed prior to family arrival
On-time or Delayed
Timing of completion
< 24 hrs
High
GM and/or Admin will submit WO to Supplier
Set-up completed prior to family arrival
On-time or Delayed
Timing of completion
Scheduled Events
Vaults
Pre-Installed Vaults
Pre-installed vaults include, opening the grave, installing the vault and fully closing the grave
Supplier will be responsible for scheduling and completing the required number of pre-installed vaults as indicated by
(XX) in the defined work order tool. The supplier can use their discretion to schedule and deploy their team. If damage
occurs to the installation of vaults, please refer to the
“Replacement” section.
Installation of the "pre- installed vault"
should be within 30 days of Product
Delivery Date
Low
GM and/or Admin will submit WO to Supplier
What % of outstanding VICs - preinstalled
vaults,
Tracking notifaction of Vault
delievery, vaults passed 30
days
Timing of completion
Scheduled Events
Mausoleums/
Columbariums
In-door Installment
Supplier will be responsible for scheduling and completing the installment of covers in the Mausoleums/ Columbariums.
The supplier can use their discretion to schedule and deploy their team based on the product
deliveries (completed/engraved covers).
Installation within 2 weeks of Product
Delivery Date
Medium
GM and/or Admin will submit WO to Supplier
n/a
n/a
n/a
Scheduled Events
Markers/Bases
in-door or out-door installment
Supplier will be responsible for scheduling and installing bases and makers. Markers/bases/Accessories may not be
delivered for the ceremony or at the same time as the base, the supplier will manage and handle both installations and
will use their discretion to ensure it is completed in a timely manner, no later than 2 weeks after the delivery of the
marker, subject to winter weather conditions. If damage occurs during installation, please refer to the “Replacement”
section.
Installation within 2 weeks of Product
Delivery Date
Medium
GM and/or Admin will submit WO to Supplier
New work orders that went uninstalled:
markers, headstones. % of backlog that is
reduced (marker has been delivered and not
installed).
Tracking notifications of
Markers/bases/c overs for
installation, Passes X days
Timing of completion
% Any new work orders did they miss , when a
markers is delivered must
Correct Cover
Entombment
If the cover has not been delivered prior to the service a temporary cover
will be installed. Upon delivery of the correct cover the supplier will be responsible for installing these and treating them
as a “Scheduled Event”
Installation immediate of Product
Delivery Date
Medium
Supplier submits WO to GM
Unscheduled Events
Maintenance Inspection
Out of Scope services
Supplier shall monitor the Facilities during their maintenance visits and promptly report to General Manager or designee
any needed repair or maintenance work that is outside of the scope of the Services, and shall report to General Manager
or designee any vandalism, illegal dumping,
or other illegal activity.
Immediately during inspe
Medium
Supplier submits WO to GM
be installed within 2 weeks is what is currently
used
n/a
n/a
n/a
n/a
n/a
n/a
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Maintenance
Scheduled Events
Decorations Holiday /
Seasonal Events
Supplier will manage the ordering and
setup of seasonal, events, and ordered
decorations
Holidays: Supplier will offer the option or provide to all lots, decorations (flags, flowers, etc). StoneMor will provide
decorations to be installed by Supplier. Example; flags for memorial day and any holiday that requires decorations other
than flowers.
Decorations will be removed at direction of park management or general best practices (IE if flag has fallen upon
discovery). All decorations will be maintained and removed in accordance with park regulations.
Supplier will manage orders for all decorations.
Supplier will place flowers/decorations at grave sites when orders are received.
Debris and Litter pick up will be conducted on an ongoing basis
Time Constraints
Installation prior to Holiday / Seasonal
Event
Urgency
Medium
Work Orders
n/a
Metrics/Criteria
n/a
Success
n/a
Scheduled Events
Collecting Caskets
Transportation of caskets from offsite
locations to funeral homes
Supplier will be responsible for collecting and delivering caskets from offsite locations when needed.
Date of completion will be enter on WO Medium
GM and/or Admin will submit WO to Supplier
Scheduled Events
Construction
Buildings, etc.
Supplier will lead the construction of fixtures throughout the park, if proposed project is out of Supplier’s ability, they will
find outside vendor. Supplier will work with StoneMor to provide new and innovative ideas to
incorporate new fixtures around the park
Scheduled Events
Additional Investment
Improvements
Supplier will provide StoneMor with annual investment ideas to improve the park, as well as a monetary amount that they
will contribute. Supplier will propose any improvements directly to their point of contact
A list of proposed improvement shall be provided to StoneMor corporate in
preparation for budget cycles each year.
TBD
TBD
Low
Low
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
MTTR - response time and
resolution
n/a
n/a
n/a
n/a
Scheduled Events
Replacement (Damage to
Markers, Benches Etc.)
Markers, Benches, Granite Cover, Vaults
In the result of damage to Markers, supplier will be required to file replacement order and cover replacement cost.
Markers, Benches, etc. should be ordered by us and reimbursed or put on a new account. Many times, reasonable
alternative must be discussed with families.
In the result of damage to granite covers during the installation in Mausoleums/ Columbariums, suppliers will file
replacement orders and cover replacement costs.
If damage occurs during the initial opening of the vault and prior to closing, the Supplier is required to cover 100% of
the cost.
If damage occurs when reopening of the vault, the Supplier and StoneMor
will split the cost 50/50
Immediate
High
Supplier submits WO to GM
Repair Completion
Tracking notifactions of
Markers/bases/c overs for
installation, Passes X days
Timing of completion
Scheduled Events
In Door Facility
Maintenance (Cleaning,
repairing etc.)
Mausoleum Cleaning
Walk-thru Mausoleum buildings to check on and ensure cleanliness of bathrooms, that all lightbulbs are operational and
that entrances are clear of debris. All fixtures are free of cobwebs and dust. Floors swept and
mopped.
Immediate
Medium
n/a
Clean-up completed within a reasonable time
period
Completed or No
Timing of completion
Scheduled Events
General Facility
Maintenance (Cleaning,
repairing etc.)
Park, Buildings etc.
Supplier will utilize staff to maintain a clean and neat appearance in the park. Included are “as necessary” services, not
limited to, power washing buildings and features, touch up of features throughout the park (i.e. painting and cleaning),
additional services that will enhance the appearance of the building (not including capital expense projects), such as paint
touch up, minor repairs and rinsing windows and doors.
Supplier will provide services to maintain inside the building including but not limited to: lightbulb replacement, minimal
plumbing, cleaning, if supplier is not capable of these services they will provide an outside vendor and will follow the
approval process for the fee.
Immediately during General Cleaning Medium
GM and/or ADMIN submit WO along with issue
Work orders - minor (light bulb, cleaning)
Work order system
Timing of completion
Work orders - major (urgent matters)
Scheduled Events
Pest Control
Indoor & Outdoor
Supplier will handle or outsource any necessary pest control for both
indoor facilities and around the park.
Unscheduled Events
Complaints
All Maintenance Issue Complaints
Customer Complaints received about Maintenance issues (Mausleum is
dirty, damage marker etc)
Immediate
<24 hrs
Low
High
Supplier submits WO to GM
n/a
n/a
n/a
GM and/or ADMIN submit WO
along with the type of complaint
Resolution Time
Completed or No
Timing of completion
*Time Sensitive: These events will be requested and needed to be completed on short notice, please take this into consideration when quoting and scheduling. These events can happen any day and within 24 hours. Supplier will be required
Urgency
Medium
Work Orders
Supplier submits WO to GM
n/a
Metrics/
Criteria
Success
n/a
MTTR - response
time and resolution
n/a
STONEMOR - MOON MSA EXHIBIT B (Statement of Work) & SCHEDULE 2 (Work Order Management System): Cemetery and Funeral Home Landscaping
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Landscaping
Scheduled
Physical Inspection prior to mowing and/or
trimming Damaged Irrigation Heads Loss or
Misplaced flowers
Irrigation heads are retracted, remove trash and foreign debris but not limited to, items such as limbs, sticks, wilted flowers
placed by visitors, silk and /or plastic flowers placed on ground
Flag damaged or broken irrigation heads and submit WO to GM.
Return to a permanet vase if it can be identifed.
Unmatched flowers sent back to Maintenance area for storage and/or disposed as directed by GM.
Broken or malfunctioning vases will be marked with colored flags to avoid
futher damage.
Inclement Weather on schedule mowing day Mowing will follow the next acceptable mowing day.
If grounds are too wet to allow acceptable mowing NO mowing will occur. (Tracking or ruttinging of the site is Unacceptable)
If slightly wet conditions during mowing, do track clipping and / or mud on
hard surfaces. If occurs supplier will clean up.
Mowing
Trimming and / or Edging
Produce an even appearance with high and low spots.
Adjust mowing heights throughout the year as specified by the GM.
GM reserves the right to refuse the use of a mower on contracted property if mower is not producing acceptly even finish.
Maintenance yards will be maintained in accordance with level “C” turf area standards. Unless in view of areas of area(s) A
Turf in land care levels A, B and C will be mowed evenly at a height
suitable to the turf variety, but will be allowed to grow exceedingly tall above
Trimming and/or edging around all fixed objects (excluding monuments and markers) will occur at each scheduled mowing
cycle regardless of assigned maintenance “land care level”.
Fixed objects include but are not limited to pavement edges and curbs, light poles, sign posts, trees (specified by General
Manager or designee), walls and fences, sidewalks an
Trimming and/ or edging around monuments and / or markers will occur at
each scheduled mowing cycle in land care level “A” and every other cycle regardless of assigned “land care level”.
Medium
n/a
Medium
Medium
n/a
n/a
Grounds
Condition of Bushes & Trees
removal and/or replace)
(Dead,
Provider will inspect bushes/trees and maintain a canopy of 10 feet above ground level in all areas of the park where foot
traffic occurs.
Dead branches are to be removed and dying/diseased trees are to be identified and brought to the attention of the park
staff.
If any trees die or require removal, the supplier will suggest replacement options.
Medium
n/a
Hardscape and landscape
Hardscape and landscape bed maintenance (including paving cracks and crevices) will include removal of grass, weeds or
other unwanted plant material by either manual or chemical means.
Medium
Turf applications
Turf applications will be performed for weed and broadleaf control at the providers discretion based on best practices to
manage weed growth and enhance the quality of the turf.
Medium
Grave Leveling
Supplier will be responsible to level any graves monuments and markers that impact the appearance of the park
Medium
Ground Inspections
Supplier will perform regular inspections and grounds walk throughs to confirm the parks are maintained to the agreed
upon standards
Medium
Seasonal Planting of Flowe
Supplier will be responsible for seasonal planting of flowers that impact the appearance of the park
Medium
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Landscaping
Snow Plowing
When snow has fallen no trimming or mowing is needed.
Supplier will take necessary steps to avoid any damage to the roads and grounds, if any damage occurs supplier will be
responsible to repair.
Snow events will include pre-treatment with salt and plowing as necessary to maintain safe roadways and walkways.
The Supplier is responsible for maintaining clean and safe sidewalks, roadways, fire lanes, doorways, roads throughout the
site, entrances to the site, and pathways. In order to ensure that these tasks are performed in a timely manner, the Supplier,
and any Supplier they may supplement their work with, is required to be available curing the site business hours. If at any
time inclement weather is present, the Supplier shall provide the necessary labor, equipment, and materials to remove ice
and snow from the sites listed in this contract in a safe and timely fashion. In addition, the Supplier is to be responsible
for any damage caused to any of the sites listed in the contract during the course of snow removal. This damage
includes, but is not limited to; concrete or asphalt damage to roadways, walkways, curbs, concrete bollards, stone
buffers, edging, turf, plant material, signage and markers. Additionally, any damage caused should be reported in
the Work Order tool within 24 hours.
Supplier will be prepared at each site to service and maintain a safe standard at the site, during the cemetery business
hours.
Supplier will be responsible for managing and determining how often follow-up service is needed, Supplier should
maintain the standard of cleaned roads, walkways, etc, regardless of the duration.
Supplier will use the necessary de-icing material that is approved for that location/state, the supplier will cover the cost of
the material.
Roadways / Sidewa
Urgency
High
Work Orders
Supplier submits WO to GM for any damages due to
snow removal
n/a
Metrics/
Criteria
Success
n/a
MTTR - response
time and resolution
n/a
All Ground Complaints
Customer complaints received about the conditions of the Grounds(Headstone dirty, Mausoleum floors dirty, Grass not
cut etc)
High
GM and/or ADMIN submit WO along with the type of
complaint
Reduced number of complaints
Complaint systems
Timing for resolution
Unscheduled
Complaints
The expectation is that the Supplier and StoneMor mutually define and agree upon standards for ‘A’, ‘B’ and ‘C’ areas, and the Supplier will provide the work needed to maintain these standards.
Mowing: Defined standards for 3 levels
A Level – will stay between 3 – 4 inches, frequency of cuts at supplier’s discretion
B Level – will stay between 3 – 5 inches, frequency of cuts at supplier’s discretion
C Level – will stay between 3 – 7 inches, frequency of cuts at supplier’s discretion
Trimming/edging: Defined standards for 3 levels this cost will be included in the cost per acre
A Level – all areas in the A level section should remain neatly trimmed; frequency of services at supplier’s discretion
B Level – Should remain a consistent appearance and not appear overgrown.
C Level – Should remain manageable. Visible C Level areas to the general public should be maintained as a B Level.
Additional Landscape: Hedges, Flowers, Trees
Supplier will maintain the front entrance of all parks to a high standard, this will include flowers, decorations, trimming of hedges, etc. Additional landscaping throughout the park will be defined by A, B, C level standards below.
A Level – Hedges shall maintain a neat and clean appearance upon inspection after each service.
B Level – Should be trimmed once at the beginning of the season and again at the end of the season to maintain a nice consistent appearance.
C Level – Should be trimmed as needed to eliminate an unkept appearance or if a safety hazard is present.
Supplier will propose new opportunities/recommendations that can improve the parks (including possibility of joint investment)
Tree Work
Supplier will do necessary maintenance to keep all trees alive and trimmed based on the standards defined for A, B, C level areas of the park.
A Level
B Level
C Level
Exhibit C (Success Metrics)
(See attached)
Exhibit C
Schedule 1 (Properties & Roll-Out Schedule)
(See attached)
Schedule 1
STONEMOR - MOON MSA SCHEDULES 1 & 5
3 Digit #
4 Digit #
Name
Address
Rollout Date
Outsourced Status
StoneMor Field Organiza on
Division
Area
Cluster
Moon Organiza on
Region
Sub-Region
450
454
458
472
461
467
465
452
456
603
252
108
214
215
401
5637
5618
5622
5636
5625
5631
5629
5616
5620
603
252
2163
214
215
401
Allegheny County Memorial Park
Greenlawn Burial Estates
Lawn Haven Burial Estates
Lakewood Memorial Park
Erie County Memorial Park
Mt. Royal Memorial Park
Roselawn Memorial Gardens - PA
Woodlawn Cemetery
Pinewood Memorial Park
Rolling Green Cemetery
Hillside Cemetery
Mt. Lebanon Cemetery
Woodlawn Memorial Park-IL
Woodlawn Memorial Park II-IL
Sunset Hill Cemetery
1600 Duncan Avenue Allison Park, PA 15101
731 West Old Route 422 Butler, PA 16001
1290 Butler Road Worthington, PA 16262
943 Rt 910 Cheswick, PA 15024
7880 Edinboro Road Erie, PA 16509
2700 Mt. Royal Blvd. Glenshaw, PA 15116
17045 Conneaut Lake Road Meadville, PA 16335
450 Penn Avenue Aliquippa, PA 15001
20950 Rte 19 Cranberry Twp., PA 16066
1008 West Chester Pike West Chester, PA 19382
2556 Susquehana Rd Roslyn, PA 19001
485B Route 1 South, Suite 340
23060 West Jefferson St Joliet, IL 60431
22500 West Jefferson St Joliet, IL 60431
50 Fountain Drive Glen Carbon, IL 62034
5/11/2020
5/11/2020
5/11/2020
5/11/2020
5/11/2020
5/11/2020
5/11/2020
5/11/2020
5/11/2020
4/16/2020
4/16/2020
6/29/2020
5/11/2020
5/11/2020
5/18/2020
YES North
YES North
YES North
YES North
NO North
YES North
NO North
YES North
YES North
YES North
YES North
YES North
YES South
YES South
NO South
NA2
NA2
NA2
NA2
NA2
NA2
NA2
NA2
NA2
NA3
NA1
NA4
SA4
SA4
SA4
NC08
NC08
NC08
NC08
NC08
NC08
NC08
NC07
NC08
NC10
NC01
NC11
SC39
SC39
SC37
R3
R3
R3
R3
R3
R3
R3
R3
R3
R4
R4
R4
R1
R1
R1
North Pi sburgh
North Pi sburgh
North Pi sburgh
North Pi sburgh
North Pi sburgh
North Pi sburgh
North Pi sburgh
North Pi sburgh
North Pi sburgh
Philadelphia - Non AOP
Philadelphia - Non AOP
New Jersey
Chicago
Chicago
West
Schedule 2 (Work Order Management System)
(See attached)
Schedule 2
STONEMOR - MOON MSA EXHIBIT B (Statement of Work) & SCHEDULE 2 (Work Order Management System): Cemetery and Funeral Home Maintenance
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Maintenance
Scheduled or Unscheduled Events
Space Verificaton
Probbing/Space Verification
GM or ADMIN will find/locate spaces for sales reps and customers. This will include space and lot verification. Space and
Lot information will be sent to Supplier.
Supplier will perform any surveying needed for the location.
Blind check procedures: Supplier will perform blind check procedures to avoid compliance issues to avoid missed burials.
This blind check procedures will also need to occur for at-need sales or pre need becoming at need
Maintenance will be in charge of locating the lot and placing flags in that spot, the family will then confirm this is the correct
spot
Final sign off performed by the location Admin
Outdoor Cermonies
Setup, Opening/Lowering (Interment
Service Prep), Service procedures and
Equipment
Prior to the event, supplier will be responsible for the carpeting, putting out chairs, mowing/trimming a ~100 ft radius to the
plot prior to the service and setting up tents for the ceremonies, specifications will be defined during the pilot program
These events can happen any day and at short notice.
Supplier will be required to have staff in place to service any request
Supplier will be responsible for opening the graves and installing both the vault and casket. In some cases, vaults will
have been preinstalled, if damage occurs to vaults, refer to “Replacement” section.
During the service the crew should be mindful of the family and attendees. For example, but not limited to: avoiding the
area of the service, noise levels, overall conduct.
Clean up and filling in grave accordingly and Radius for additional treatment completed (~100ft)
Supplier will be responsible to maintain the needed equipment to perform the opening, lowering and closing
Unscheduled Events*
Indoor Cermonies
Setup, Entombment, Inurnment
Supplier will be responsible for the set-up of indoor ceremonies. After in- door ceremonies supplier will be responsible for
moving the casket to storage until it is installed at scheduled time.
Supplier will be responsible for the opening of the tomb in the mausoleum and entombing the casket, if the cover has not
been delivered prior to the service a temporary cover will be installed. Upon delivery of the correct cover the supplier will
be responsible for installing these and treating them as a “Scheduled Event”
Supplier will be responsible for placing the urn in the niche, urn lot (depending on the location of the burial). Supplier will
then close the lot
with either a temp cover installed, or the inscriber will do it after the
Time Constraints
<24 hrs
Urgency
High
Work Orders
Metrics/Criteria
Success
MTTR - response time and
resolution
GM and/or Admin will submit WO to Supplier
Space Verification
Completed or No
Timing of completion
< 24 hrs
High
GM and/or Admin will submit WO to Supplier (All
inclusive of the work order)
Set-up completed prior to family arrival
On-time or Delayed
Timing of completion
< 24 hrs
High
GM and/or Admin will submit WO to Supplier
Set-up completed prior to family arrival
On-time or Delayed
Timing of completion
Scheduled Events
Vaults
Pre-Installed Vaults
Pre-installed vaults include, opening the grave, installing the vault and fully closing the grave
Supplier will be responsible for scheduling and completing the required number of pre-installed vaults as indicated by
(XX) in the defined work order tool. The supplier can use their discretion to schedule and deploy their team. If damage
occurs to the installation of vaults, please refer to the
“Replacement” section.
Installation of the "pre- installed vault"
should be within 30 days of Product
Delivery Date
Low
GM and/or Admin will submit WO to Supplier
What % of outstanding VICs - preinstalled
vaults,
Tracking notifaction of Vault
delievery, vaults passed 30
days
Timing of completion
Scheduled Events
Mausoleums/
Columbariums
In-door Installment
Supplier will be responsible for scheduling and completing the installment of covers in the Mausoleums/ Columbariums.
The supplier can use their discretion to schedule and deploy their team based on the product
deliveries (completed/engraved covers).
Installation within 2 weeks of Product
Delivery Date
Medium
GM and/or Admin will submit WO to Supplier
n/a
n/a
n/a
Scheduled Events
Markers/Bases
in-door or out-door installment
Supplier will be responsible for scheduling and installing bases and makers. Markers/bases/Accessories may not be
delivered for the ceremony or at the same time as the base, the supplier will manage and handle both installations and
will use their discretion to ensure it is completed in a timely manner, no later than 2 weeks after the delivery of the
marker, subject to winter weather conditions. If damage occurs during installation, please refer to the “Replacement”
section.
Installation within 2 weeks of Product
Delivery Date
Medium
GM and/or Admin will submit WO to Supplier
New work orders that went uninstalled:
markers, headstones. % of backlog that is
reduced (marker has been delivered and not
installed).
Tracking notifications of
Markers/bases/c overs for
installation, Passes X days
Timing of completion
% Any new work orders did they miss , when a
markers is delivered must
Correct Cover
Entombment
If the cover has not been delivered prior to the service a temporary cover
will be installed. Upon delivery of the correct cover the supplier will be responsible for installing these and treating them
as a “Scheduled Event”
Installation immediate of Product
Delivery Date
Medium
Supplier submits WO to GM
Unscheduled Events
Maintenance Inspection
Out of Scope services
Supplier shall monitor the Facilities during their maintenance visits and promptly report to General Manager or designee
any needed repair or maintenance work that is outside of the scope of the Services, and shall report to General Manager
or designee any vandalism, illegal dumping,
or other illegal activity.
Immediately during inspe
Medium
Supplier submits WO to GM
be installed within 2 weeks is what is currently
used
n/a
n/a
n/a
n/a
n/a
n/a
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Maintenance
Scheduled Events
Decorations Holiday /
Seasonal Events
Supplier will manage the ordering and setup
of seasonal, events, and ordered
decorations
Holidays: Supplier will offer the option or provide to all lots, decorations (flags, flowers, etc). StoneMor will provide
decorations to be installed by Supplier. Example; flags for memorial day and any holiday that requires decorations other
than flowers.
Decorations will be removed at direction of park management or general best practices (IE if flag has fallen upon
discovery). All decorations will be maintained and removed in accordance with park regulations.
Supplier will manage orders for all decorations.
Supplier will place flowers/decorations at grave sites when orders are received.
Debris and Litter pick up will be conducted on an ongoing basis
Time Constraints
Installation prior to Holiday / Seasonal
Event
Urgency
Medium
Work Orders
n/a
Metrics/Criteria
n/a
Success
n/a
Scheduled Events
Collecting Caskets
Transportation of caskets from offsite
locations to funeral homes
Supplier will be responsible for collecting and delivering caskets from offsite locations when needed.
Date of completion will be enter on WO Medium
GM and/or Admin will submit WO to Supplier
Scheduled Events
Construction
Buildings, etc.
Supplier will lead the construction of fixtures throughout the park, if proposed project is out of Supplier’s ability, they will
find outside vendor. Supplier will work with StoneMor to provide new and innovative ideas to
incorporate new fixtures around the park
Scheduled Events
Additional Investment
Improvements
Supplier will provide StoneMor with annual investment ideas to improve the park, as well as a monetary amount that they
will contribute. Supplier will propose any improvements directly to their point of contact
A list of proposed improvement shall be provided to StoneMor corporate in
preparation for budget cycles each year.
TBD
TBD
Low
Low
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
MTTR - response time and
resolution
n/a
n/a
n/a
n/a
Scheduled Events
Replacement (Damage to
Markers, Benches Etc.)
Markers, Benches, Granite Cover, Vaults
In the result of damage to Markers, supplier will be required to file replacement order and cover replacement cost.
Markers, Benches, etc. should be ordered by us and reimbursed or put on a new account. Many times, reasonable
alternative must be discussed with families.
In the result of damage to granite covers during the installation in Mausoleums/ Columbariums, suppliers will file
replacement orders and cover replacement costs.
If damage occurs during the initial opening of the vault and prior to closing, the Supplier is required to cover 100% of
the cost.
If damage occurs when reopening of the vault, the Supplier and StoneMor
will split the cost 50/50
Immediate
High
Supplier submits WO to GM
Repair Completion
Tracking notifactions of
Markers/bases/c overs for
installation, Passes X days
Timing of completion
Scheduled Events
In Door Facility
Maintenance (Cleaning,
repairing etc.)
Mausoleum Cleaning
Walk-thru Mausoleum buildings to check on and ensure cleanliness of bathrooms, that all lightbulbs are operational and
that entrances are clear of debris. All fixtures are free of cobwebs and dust. Floors swept and
mopped.
Immediate
Medium
n/a
Clean-up completed within a reasonable time
period
Completed or No
Timing of completion
Scheduled Events
General Facility
Maintenance (Cleaning,
repairing etc.)
Park, Buildings etc.
Supplier will utilize staff to maintain a clean and neat appearance in the park. Included are “as necessary” services, not
limited to, power washing buildings and features, touch up of features throughout the park (i.e. painting and cleaning),
additional services that will enhance the appearance of the building (not including capital expense projects), such as paint
touch up, minor repairs and rinsing windows and doors.
Supplier will provide services to maintain inside the building including but not limited to: lightbulb replacement, minimal
plumbing, cleaning, if supplier is not capable of these services they will provide an outside vendor and will follow the
approval process for the fee.
Immediately during General Cleaning Medium
GM and/or ADMIN submit WO along with issue
Work orders - minor (light bulb, cleaning)
Work order system
Timing of completion
Work orders - major (urgent matters)
Scheduled Events
Pest Control
Indoor & Outdoor
Supplier will handle or outsource any necessary pest control for both
indoor facilities and around the park.
Unscheduled Events
Complaints
All Maintenance Issue Complaints
Customer Complaints received about Maintenance issues (Mausleum is
dirty, damage marker etc)
Immediate
<24 hrs
Low
High
Supplier submits WO to GM
n/a
n/a
n/a
GM and/or ADMIN submit WO
along with the type of complaint
Resolution Time
Completed or No
Timing of completion
*Time Sensitive: These events will be requested and needed to be completed on short notice, please take this into consideration when quoting and scheduling. These events can happen any day and within 24 hours. Supplier will be required
Urgency
Medium
Work Orders
Supplier submits WO to GM
n/a
Metrics/
Criteria
Success
n/a
MTTR - response
time and resolution
n/a
STONEMOR - MOON MSA EXHIBIT B (Statement of Work) & SCHEDULE 2 (Work Order Management System): Cemetery and Funeral Home Landscaping
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Landscaping
Scheduled
Physical Inspection prior to mowing and/or
trimming Damaged Irrigation Heads Loss or
Misplaced flowers
Irrigation heads are retracted, remove trash and foreign debris but not limited to, items such as limbs, sticks, wilted flowers
placed by visitors, silk and /or plastic flowers placed on ground
Flag damaged or broken irrigation heads and submit WO to GM.
Return to a permanet vase if it can be identifed.
Unmatched flowers sent back to Maintenance area for storage and/or disposed as directed by GM.
Broken or malfunctioning vases will be marked with colored flags to avoid
futher damage.
Inclement Weather on schedule mowing day Mowing will follow the next acceptable mowing day.
If grounds are too wet to allow acceptable mowing NO mowing will occur. (Tracking or ruttinging of the site is Unacceptable)
If slightly wet conditions during mowing, do track clipping and / or mud on
hard surfaces. If occurs supplier will clean up.
Mowing
Trimming and / or Edging
Produce an even appearance with high and low spots.
Adjust mowing heights throughout the year as specified by the GM.
GM reserves the right to refuse the use of a mower on contracted property if mower is not producing acceptly even finish.
Maintenance yards will be maintained in accordance with level “C” turf area standards. Unless in view of areas of area(s) A
Turf in land care levels A, B and C will be mowed evenly at a height
suitable to the turf variety, but will be allowed to grow exceedingly tall above
Trimming and/or edging around all fixed objects (excluding monuments and markers) will occur at each scheduled mowing
cycle regardless of assigned maintenance “land care level”.
Fixed objects include but are not limited to pavement edges and curbs, light poles, sign posts, trees (specified by General
Manager or designee), walls and fences, sidewalks an
Trimming and/ or edging around monuments and / or markers will occur at
each scheduled mowing cycle in land care level “A” and every other cycle regardless of assigned “land care level”.
Medium
n/a
Medium
Medium
n/a
n/a
Grounds
Condition of Bushes & Trees
removal and/or replace)
(Dead,
Provider will inspect bushes/trees and maintain a canopy of 10 feet above ground level in all areas of the park where foot
traffic occurs.
Dead branches are to be removed and dying/diseased trees are to be identified and brought to the attention of the park
staff.
If any trees die or require removal, the supplier will suggest replacement options.
Medium
n/a
Hardscape and landscape
Hardscape and landscape bed maintenance (including paving cracks and crevices) will include removal of grass, weeds or
other unwanted plant material by either manual or chemical means.
Medium
Turf applications
Turf applications will be performed for weed and broadleaf control at the providers discretion based on best practices to
manage weed growth and enhance the quality of the turf.
Medium
Grave Leveling
Supplier will be responsible to level any graves monuments and markers that impact the appearance of the park
Medium
Ground Inspections
Supplier will perform regular inspections and grounds walk throughs to confirm the parks are maintained to the agreed
upon standards
Medium
Seasonal Planting of Flowe
Supplier will be responsible for seasonal planting of flowers that impact the appearance of the park
Medium
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Landscaping
Snow Plowing
When snow has fallen no trimming or mowing is needed.
Supplier will take necessary steps to avoid any damage to the roads and grounds, if any damage occurs supplier will be
responsible to repair.
Snow events will include pre-treatment with salt and plowing as necessary to maintain safe roadways and walkways.
The Supplier is responsible for maintaining clean and safe sidewalks, roadways, fire lanes, doorways, roads throughout the
site, entrances to the site, and pathways. In order to ensure that these tasks are performed in a timely manner, the Supplier,
and any Supplier they may supplement their work with, is required to be available curing the site business hours. If at any
time inclement weather is present, the Supplier shall provide the necessary labor, equipment, and materials to remove ice
and snow from the sites listed in this contract in a safe and timely fashion. In addition, the Supplier is to be responsible
for any damage caused to any of the sites listed in the contract during the course of snow removal. This damage
includes, but is not limited to; concrete or asphalt damage to roadways, walkways, curbs, concrete bollards, stone
buffers, edging, turf, plant material, signage and markers. Additionally, any damage caused should be reported in
the Work Order tool within 24 hours.
Supplier will be prepared at each site to service and maintain a safe standard at the site, during the cemetery business
hours.
Supplier will be responsible for managing and determining how often follow-up service is needed, Supplier should
maintain the standard of cleaned roads, walkways, etc, regardless of the duration.
Supplier will use the necessary de-icing material that is approved for that location/state, the supplier will cover the cost of
the material.
Roadways / Sidewa
Urgency
High
Work Orders
Supplier submits WO to GM for any damages due to
snow removal
n/a
Metrics/
Criteria
Success
n/a
MTTR - response
time and resolution
n/a
All Ground Complaints
Customer complaints received about the conditions of the Grounds(Headstone dirty, Mausoleum floors dirty, Grass not
cut etc)
High
GM and/or ADMIN submit WO along with the type of
complaint
Reduced number of complaints
Complaint systems
Timing for resolution
Unscheduled
Complaints
The expectation is that the Supplier and StoneMor mutually define and agree upon standards for ‘A’, ‘B’ and ‘C’ areas, and the Supplier will provide the work needed to maintain these standards.
Mowing: Defined standards for 3 levels
A Level – will stay between 3 – 4 inches, frequency of cuts at supplier’s discretion
B Level – will stay between 3 – 5 inches, frequency of cuts at supplier’s discretion
C Level – will stay between 3 – 7 inches, frequency of cuts at supplier’s discretion
Trimming/edging: Defined standards for 3 levels this cost will be included in the cost per acre
A Level – all areas in the A level section should remain neatly trimmed; frequency of services at supplier’s discretion
B Level – Should remain a consistent appearance and not appear overgrown.
C Level – Should remain manageable. Visible C Level areas to the general public should be maintained as a B Level.
Additional Landscape: Hedges, Flowers, Trees
Supplier will maintain the front entrance of all parks to a high standard, this will include flowers, decorations, trimming of hedges, etc. Additional landscaping throughout the park will be defined by A, B, C level standards below.
A Level – Hedges shall maintain a neat and clean appearance upon inspection after each service.
B Level – Should be trimmed once at the beginning of the season and again at the end of the season to maintain a nice consistent appearance.
C Level – Should be trimmed as needed to eliminate an unkept appearance or if a safety hazard is present.
Supplier will propose new opportunities/recommendations that can improve the parks (including possibility of joint investment)
Tree Work
Supplier will do necessary maintenance to keep all trees alive and trimmed based on the standards defined for A, B, C level areas of the park.
A Level
B Level
C Level
Schedule 3 (Leased Vehicles and Equipment)
(See attached)
Schedule 3
STONEMOR - MOON MSA SCHEDULE 3A (Equipment)
3 Digit #Name
State
ASSET-TYPE-7
Asset
Tag Number
Description
450 Allegheny County Meml Pk
450 Allegheny County Meml Pk
450 Allegheny County Meml Pk
450 Allegheny County Meml Pk
454 Greenlawn Burial Estates
454 Greenlawn Burial Estates
454 Greenlawn Burial Estates
458 Lawn Haven Burial Estates
458 Lawn Haven Burial Estates
472 Lakewood Memorial Garden
472 Lakewood Memorial Garden
472 Lakewood Memorial Garden
472 Lakewood Memorial Garden
472 Lakewood Memorial Garden
461 Erie County Memorial Park
461 Erie County Memorial Park
461 Erie County Memorial Park
461 Erie County Memorial Park
461 Erie County Memorial Park
461 Erie County Memorial Park
467 Mt Royal Meml Park
467 Mt Royal Meml Park
467 Mt Royal Meml Park
467 Mt Royal Meml Park
467 Mt Royal Meml Park
467 Mt Royal Meml Park
467 Mt Royal Meml Park
467 Mt Royal Meml Park
467 Mt Royal Meml Park
465 Roselawn Meml Gardens
465 Roselawn Meml Gardens
465 Roselawn Meml Gardens
465 Roselawn Meml Gardens
465 Roselawn Meml Gardens
465 Roselawn Meml Gardens
452 Woodlawn Cemetery
452 Woodlawn Cemetery
452 Woodlawn Cemetery
452 Woodlawn Cemetery
456 Pinewood Memorial Park
456 Pinewood Memorial Park
456 Pinewood Memorial Park
456 Pinewood Memorial Park
456 Pinewood Memorial Park
456 Pinewood Memorial Park
456 Pinewood Memorial Park
456 Pinewood Memorial Park
603 Rolling Green Mem Park
603 Rolling Green Mem Park
603 Rolling Green Mem Park
603 Rolling Green Mem Park
603 Rolling Green Mem Park
603 Rolling Green Mem Park
603 Rolling Green Mem Park
603 Rolling Green Mem Park
603 Rolling Green Mem Park
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CAPLEASE
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
2970
13125
10915
14340
2855
10324
14284
3617
9894
13691
3688
3691
3694
9521
2948
5199
5592
6013
6047
12248
1825
2797
4001
4316
5237
9212
9377
10379
14231
1798
3649
5164
5202
5240
10418
3580
3587
12678
13283
3665
4000
4099
4148
5330
6155
9517
13920
3048
3049
3055
3057
3871
4017
4332
4400
5325
10547
NOC560413
10246
4262
12941
13193
13196
13199
10483
13094
10057
14094
14978
66849
A1-23849
13053
13055
3371
12821
12828
13100
14092
14394
14533
10718
10719
10756
10758
13769
14132
15013
15170
Industrial sweeper
Case 580N
Lowering Device
Lowering Device
XMark Mower
Case 580SM2 Backhoe
2 in 1 Low Boy Maus Li
Ford 555E Backhoe
MAHINDRA 5010 W/ CAB & FRONT B
2004 Case 580SM - Tractor (580
CHAIN SAW
HYDRAULIC PUMP
HEDGE TRIMMER
New Tractor
Kubuta Mower
Backhoe-Model 580m2T
MOWER DECK FOR KABOTA MOWER
Kubota Front Cut Mower
Forks for Backhoe
Imperial 5502SK Lowering Devic
2 Ford 3930 Tractors
#600 Body li
1 Hustler Mower
Tailgate salt spreader
WACKER
Lowering Device
New Backhoe
Noval Dump Trailer
Lowering Device w/grass set A1
Ford Mower, Ford Tractor
LOWERING DEVICE
TRASH PUMP
Backhoe-Model 580m2T
BACKHOE BUCKET
Ex Mark Mower
WOCKER TAMPER
LEAF VAC
Imperial 5502S Lowering Device
Streamliner Tow Bar
SNOWPLOW & DEFLECTOR
Cemetery Equipment
New Holland Backhoe
2002 Hustler 4600 Serial Mower
GENERATOR FOR TRAV MAUS LIFT
Weld Pak 3200
Backhoe Bucket
Trailer 6x12 with ramp
Ford Tractor 2120
1993 Ford Backhoe 555D
FORD 1710 TRACTOR
JOHN DEERE 1010 BULLDOZER
Ford 2120 Tractor
EXMARK 2004 MOWER
36"" Backhoe bucket
KUBOTA MOWER
2005 FORD F-450 W/DUMP BODY
3 Digit #Name
State
ASSET-TYPE-7
Asset
Tag Number
Description
603 Rolling Green Mem Park
603 Rolling Green Mem Park
603 Rolling Green Mem Park
603 Rolling Green Mem Park
603 Rolling Green Mem Park
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
252 Hillside Cemetery
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
108 Mt Lebanon-Forest Lawn
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
5454
6042
8951
10172
13952
11732
11733
11734
11735
11736
11737
11738
11739
11740
11741
11742
11743
11745
11746
13296
13939
14697
4657
4659
4664
4666
4667
4668
4669
4815
4839
4875
4900
4929
5423
5511
5513
11167
10081
10334
12095
13934
6435
6436
6437
6438
6439
6454
7983
8546
6827
6831
6854
6864
13256
11490
12467
14222
Air Compressor
Toro 580-D Mower
2011 Case 580 N Backhoe
Backhoe Forks
Tamper serial#101541327617
1994 Ford 555 D
2004 New Holland LB75
2001 John Deere Gator
2004 John Deere Gator
2007 John Deere Gator
2009 John Deere Gator
2012 John Deere Gator
2013 John Deere Gator
1995 John Deere Tractor 970
1994 Ford 1920 Tractor
2008 John Deere 3120 Tractor
2009 New Holland L175 Skid Ste
2 dump trailers Pronovort
Trailer 2013 Carry on
Imperial 5502SK Lowering Devic
Tamper serial#101541327613
2019 J Deere 310EP VIN 53475
RAKES & SHOUELS
HEDGE TRIMMERS
Red Max Weed Wackers (2)
Used Lowering Device
HEDGE TRIMMER
LOWERING DEVICE
John Deere 310 Backhoe Loader
Backhoe bucket
John Deere AMT626
Air Compressor
Hydraulic Li
Trimmers
TORO SNOW COMMANDER
Lowering Device
Tent 12x12 Brown w/walls
Case 590 Backhoe
Trailer
P7500E Generator
S hl TS500i cut machine
Tamper serial#101541327615
Case 580M 4WD Backhoe
580M 36" Backhoe Bucket
Western Ultra Snow Blad
McIntosh Backhoe Bucket
580M 12" Backhoe Bucket
Sod Cu er (Backhoe A mt)
Kubota 4wd Tractor Fold Rops
Rammer
Cememtery tent
Interna onal Tractor
Toro Snow Blower
Sco s Cememtery Lawn Spreader
John Deere HPX4
Honda trash pump
Casket Li
Imperial Stainless Steel Devic
53475
11714
11716
11721
11723
11724
11725
11726
14025
14310
14584
14771
15098
64384
18500
52314
A1-23848
3 Digit #Name
State
ASSET-TYPE-7
Asset
Tag Number
Description
214 Woodlawn Memorial Park
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
401 Sunset Hill Cemetery
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
IL EQUIP
14706
13003
13004
13005
13006
13007
13008
13009
13010
13011
13013
13014
13015
13856
12815
13823
10954741
54095
24380834
WAC Vibratory Rammer
Dump Trailer
Monument Li /Sling
Frigid Lowering Device
Frigid Lowering Device
John Deere 310 Backhoe
John Deere 650
John Deere 4005
John Deere 06505
John Deere 06505
2007 Grass Hopper Mower
2010 Grass Hopper Mower
Casket Li
John Deere 930M Ztrak
#5502SK lowering device
BS 50-4S Rammer Tamper
STONEMOR - MOON MSA SCHEDULE 3 (Vehicles)
3 Digit #
Name
State
U nit #
M odel Description
Allegheny County Memorial Park
Allegheny County Memorial Park
Lakewood Memorial Park
Erie County Memorial park
Erie County Memorial park
450
450
472
461
461
467 Mt Royal Memorial Park
467 Mt Royal Memorial Park
467 Mt Royal Memorial Park
Roselawn Memorial Gardens
465
Pinewood Memorial park
456
Pinewood Memorial park
456
Rolling Green
603
Hillside Cemetery
252
Hillside Cemetery
252
Hillside Cemetery
252
Hillside Cemetery
252
Hillside Cemetery
252
Hillside Cemetery
252
252
Hillside Cemetery
108 Mt. Lebanon Cemetery
108 Mt. Lebanon Cemetery
108 Mt. Lebanon Cemetery
108 Mt. Lebanon Cemetery
108 Mt. Lebanon Cemetery
108 Mt. Lebanon Cemetery
108 Mt. Lebanon Cemetery
108 Mt. Lebanon Cemetery
108 Mt. Lebanon Cemetery
108 Mt. Lebanon Cemetery
108 Mt. Lebanon Cemetery
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
214 Woodlawn Memorial Park
401
401
401
Sunset Hill Memorial Estates
Sunset Hill Memorial Estates
Sunset Hill Memorial Estates
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
IL
IL
IL
IL
IL
IL
IL
01002096 2009 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F57)
01002102 2014 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
00995232 2004 Case 580SM - Tractor (580SM)
00996934 2016 Ford F-350 Chassis XL 4x4 SD Regular Cab 165 in. WB DRW (F3H)
01002106 1999 Ford Super Duty F-350 DRW Reg Cab WB 4WD (F37)
01002103 2014 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
01002113 2014 Ford Escape Titanium 4dr 4x4 (U9J)
01019789 2001 CHEVROLET VENTURE 4DR WAGON EXT (1UM16)
01001873 1997 FORD F-250 HD P/U 4X4 133" WB (F26)
01002069 1995 Chevrolet C/K 3500 Reg Cab WB, CA 4WD DRW (CK31003)
01002092 2011 Ford Super Duty F-350 DRW 4WD SuperCab 162" WB 60" CA (X3H)
01019790 2006 Ford Explorer 4dr 114" WB 4.0L XLT 4WD (U73)
01001917 1999 CHEVROLET SILVERADO 1500 REG 133" (CK15903)
01001934 1997 CHEVROLET 3500 HD CHASS-CAB 183.5" (CC31003)
01002064 2003 FORD F-250 SD SUPERCAB SRW 4WD (X21)
01002072 2009 Chevrolet Silverado 1500 Work Truck 4x4 Extended Cab 6.6 . box 143.5 in. WB (CK10753)
01002073 1998 CHEVROLET K2500 REG CAB P/U 131.5" (CK20903)
01002112 2007 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F47)
01008084 2001 Ford Super Duty F-450 Reg Cab 4WD (F47)
01001925 1998 FORD EXPLORER 4DR WAGON 4X4 (U34)
01002174 2009 Ford Super Duty F-250 SRW 4WD Reg Cab 137" (F21)
01002183 1998 GMC SIERRA 1500 REG CAB 131.5 (TC10903)
01002184 1998 GMC SIERRA 1500 REG CAB 131.5 (TC10903)
01002194 1985 GMC Pickup C2500
01002195 1997 Ford F-350 Chassis Cab Reg Cab WB, CA DRW 4WD (F38)
01002216 2014 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F3H)
01002218 2008 Ford Escape XLT 3.0L 4dr 4x4 (U93)
01002220 1987 Ford Bronco 2dr Wagon (U15)
01002221 1998 FORD EXPLORER 4DR WAGON 4X4 (U34)
01016564 2019 John Deere 310EP - Backhoe / Loader (310 EP)
01001654 2002 Chrysler Town & Country All-wheel Drive Passenger Van Small Van (RSCP53)
01001676 2004 Chevrolet Silverado 3500 Chassis Work Truck 4x4 Regular Cab 137 in. WB DRW (CK36003)
01001687 2005 GMC Sierra 1500 Work Truck 4x4 Extended Cab 6.6 . box 143.5 in. WB (TK15753)
01001907 1989 GMC 3/4 Ton Pickups Fleetside 131.5" 4WD (K20903)
01001673 2005 Chrysler Town & Country LX Front-wheel Drive LWB Passenger Van (RSYH53)
01001677 2015 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
01001680 2000 GMC Classic Sierra 3500 Reg Cab 135.5" WB 4WD DRW (TK31003)
V IN
1FDAF57Y69EA85028
1FDUF5HY0EEB03478
N4C304033
1FDRF3H63GEB56655
1FDWF37S0XEE80535
1FDUF5HYXEEA87399
1FMCU9J98EUE32754
1GNDX03EX1D252778
1FTHF26H8VEC21947
1GBJK34K9SE214183
1FD8X3H64BEC82489
1FMEU73E26ZA11480
1GCEK14V2XE159644
1GBJC34R6VF047614
1FTNX21L83EC15977
1GCEK19C79Z237242
1GCGK24R5WZ255339
1FDXF47Y27EB04028
1FDXF47S31EA83161
1FMZU34E2WUB84258
1FTNF21589EA07014
1GTEC14M0WZ850988
1GTEC14M2WZ850989
2GTFC24H6F1522321
3FEKF38G1VMA39752
1FDRF3H60EEB73071
1FMCU93128KB85688
1FMEU15H5HLA33628
1FMZU34EZWUB84258
1T0310ELCKG353475
2C8GT54L82R573985
1GBJK34UX4E291908
1GTEK19BX5E159872
1GTGK24K6KE507331
2C4GP44R65R236742
1GC0KUEG8FZ527263
1GDJK34R7YF517941
Schedule 4 (Pricing Schedule)
(See attached)
Schedule 4
STONEMOR - MOON MSA SCHEDULE 4
3 Digit #
4 Digit #
Name
JAN
FEB
MAR
1H'20/ Month (Rollout Period)
APR
MAY
JUN
2H'20/ Month
JUL
Monthly
Total
Monthly
2021
Annual
2022
2023
2024
Monthly
Annual
Monthly
Annual
Monthly Annual
450
454
458
472
461
467
465
452
456
603
252
108
214
215
401
TOTALS
5637
5618
5622
5636
5625
5631
5629
5616
5620
603
252
2163
214
215
401
Allegheny County Memorial Park
Greenlawn Burial Estates
Lawn Haven Burial Estates
Lakewood Memorial Park
Erie County Memorial Park
Mt. Royal Memorial Park
Roselawn Memorial Gardens - PA
Woodlawn Cemetery
Pinewood Memorial Park
Rolling Green Cemetery
Hillside Cemetery
Mt. Lebanon Cemetery
Woodlawn Memorial Park-IL
Woodlawn Memorial Park II-IL
Sunset Hill Cemetery
Bi-Monthly Payment
3,725
3,725
3,725
3,725
3,725
3,725
3,725
3,725
3,725
9,253
9,253
3,435
2,957
2,957
3,039
3,725
3,725
3,725
3,725
3,725
3,725
3,725
3,725
3,725
9,253
9,253
3,435
2,957
2,957
3,039
3,725
3,725
3,725
3,725
3,725
3,725
3,725
3,725
3,725
9,253
9,253
3,435
2,957
2,957
3,039
3,725
3,725
3,725
3,725
3,725
3,725
3,725
3,725
3,725
3,435
2,957
2,957
3,039
8,472
8,472
8,472
8,472
8,472
8,472
8,472
8,472
8,472
29,079
29,079
3,435
10,016
10,016
7,485
10,945
10,945
10,945
10,945
10,945
10,945
10,945
10,945
10,945
29,079
29,079
4,219
13,692
13,692
13,441
18,378
18,378
10,945
10,945
10,945
10,945
10,945
10,945
10,945
10,945
10,945
29,079
29,079
27,281
13,692
13,692
13,441
10,945
10,945
10,945
10,945
10,945
10,945
10,945
10,945
10,945
29,079
29,079
27,281
13,692
13,692
13,441
99,987
99,987
99,987
99,987
99,987
99,987
99,987
99,987
99,987
278,769
278,769
185,081
117,691
117,691
113,731
11,164
11,164
11,164
11,164
11,164
11,164
11,164
11,164
11,164
29,661
29,661
27,826
13,966
13,966
13,710
133,965
133,965
133,965
133,965
133,965
133,965
133,965
133,965
133,965
355,928
355,928
333,916
167,592
167,592
164,522
11,387
11,387
11,387
11,387
11,387
11,387
11,387
11,387
11,387
30,254
30,254
28,383
14,245
14,245
13,984
136,645
136,645
136,645
136,645
136,645
136,645
136,645
136,645
136,645
363,047
363,047
340,594
170,944
170,944
167,813
11,615
11,615
11,615
11,615
11,615
11,615
11,615
11,615
11,615
30,859
30,859
28,950
14,530
14,530
14,264
139,378
139,378
139,378
139,378
139,378
139,378
139,378
139,378
139,378
370,308
370,308
347,406
174,363
174,363
171,169
11,847
11,847
11,847
11,847
11,847
11,847
11,847
11,847
11,847
31,476
31,476
29,529
14,821
14,821
14,549
142,165
142,165
142,165
142,165
142,165
142,165
142,165
142,165
142,165
377,714
377,714
354,354
177,850
177,850
174,592
64,421
64,421
64,421
82,672
41,336
165,362
82,681
201,707
100,854
224,768
112,384
224,768
112,384
1,991,614
229,264
114,632
2,751,166
233,849
116,925
2,806,189
238,526
119,263
2,862,313
243,297
121,648
2,919,559
Schedule 5 (Outsourced Sites)
(See attached)
Schedule 5
STONEMOR - MOON MSA SCHEDULES 1 & 5
3 Digit #
4 Digit #
Name
Address
Rollout Date
Outsourced Status
Division
Area
Cluster
RegionSub-Region
StoneMor Field Organiza on
Moon Organiza on
450
454
458
472
461
467
465
452
456
603
252
108
214
215
401
5637
5618
5622
5636
5625
5631
5629
5616
5620
603
252
2163
214
215
401
Allegheny County Memorial Park
Greenlawn Burial Estates
Lawn Haven Burial Estates
Lakewood Memorial Park
Erie County Memorial Park
Mt. Royal Memorial Park
Roselawn Memorial Gardens - PA
Woodlawn Cemetery
Pinewood Memorial Park
Rolling Green Cemetery
Hillside Cemetery
Mt. Lebanon Cemetery
Woodlawn Memorial Park-IL
Woodlawn Memorial Park II-IL
Sunset Hill Cemetery
1600 Duncan Avenue Allison Park, PA 15101
731 West Old Route 422 Butler, PA 16001
1290 Butler Road Worthington, PA 16262
943 Rt 910 Cheswick, PA 15024
7880 Edinboro Road Erie, PA 16509
2700 Mt. Royal Blvd. Glenshaw, PA 15116
17045 Conneaut Lake Road Meadville, PA 16335
450 Penn Avenue Aliquippa, PA 15001
20950 Rte 19 Cranberry Twp., PA 16066
1008 West Chester Pike West Chester, PA 19382
2556 Susquehana Rd Roslyn, PA 19001
485B Route 1 South, Suite 340
23060 West Jefferson St Joliet, IL 60431
22500 West Jefferson St Joliet, IL 60431
50 Fountain Drive Glen Carbon, IL 62034
5/11/2020
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5/11/2020
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4/16/2020
4/16/2020
6/29/2020
5/11/2020
5/11/2020
5/18/2020
YES North
YES North
YES North
YES North
NO North
YES North
NO North
YES North
YES North
YES North
YES North
YES North
YES South
YES South
NO South
NA2
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NA2
NA2
NA2
NA2
NA2
NA2
NA2
NA3
NA1
NA4
SA4
SA4
SA4
NC08
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NC08
NC08
NC08
NC08
NC08
NC07
NC08
NC10
NC01
NC11
SC39
SC39
SC37
R3
R3
R3
R3
R3
R3
R3
R3
R3
R4
R4
R4
R1
R1
R1
North Pi sburgh
North Pi sburgh
North Pi sburgh
North Pi sburgh
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Section 13: EX-10.47 (EX-10.47)
MASTER SERVICES AGREEMENT
BY AND BETWEEN
STONEMOR OPERATING LLC
AND
MOON LANDSCAPING, INC.
1
Exhibit 10.47
This MASTER SERVICES AGREEMENT (“Master Agreement”) is entered into on April 2, 2020 and made effective as of April 1, 2020 (the “Effective Date”), by and between STONEMOR OPERATING LLC, a Delaware
limited liability company (together with its successors or assigns, “Customer”), and MOON LANDSCAPING, INC., a Pennsylvania corporation (“Supplier”).
MASTER SERVICES AGREEMENT
RECITALS
1.
2.
3.
1.
Having completed one or more Pilot Periods (as defined in those certain Transition Services Agreements executed by the parties prior to the date hereof (the “Transition Services Agreements”)), Customer
and Supplier now desire to enter into this Master Services Agreement, pursuant to which Customer is engaging Supplier to develop, implement and provide all manner of property management and operational
services at each of the funeral homes, cemeteries and other properties owned by Customer, the locations of which are identified on Schedule 1 attached hereto and made a part hereof (the “Properties”), in
accordance with the roll-out schedule attached hereto as Schedule 1.
The purpose and objective of this Agreement is to consolidate all of Customer’s property management and operational responsibilities under one entity, utilizing trained personnel and customized business
processes and systems.
Supplier has developed, implemented and provided the Services to Customer at certain Pilot Locations (as defined in the Transition Services Agreements) on a scale similar to that contemplated in this
Agreement; has the trained personnel and the business processes and systems necessary to provide the Services to Customer; and desires to provide such Services to Customer.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, Customer and Supplier mutually agree to the following terms and conditions:
Structure of Agreement. The Parties agree to the terms and conditions set forth in this Master Agreement and in the Statement of Work executed by the Parties referencing this Master Agreement. The Statement of
Work is incorporated into this Master Agreement, and the applicable portions of this Master Agreement are incorporated into the Statement of Work. The Statements of Work and this Master Agreement are herein
collectively referred to as the “Agreement.”
(a)
Components of the Agreement. The Agreement consists of:
(i)
(ii)
(iii)
the provisions set forth in this Master Agreement and the Exhibits and Schedules referenced herein;
the Statement of Work attached hereto as Exhibit B (Statement of Work) and the Schedules referenced therein, with such additions, deletions and modifications as the Parties may agree; and
any additional Statements of Work executed by the Parties pursuant to this Master Agreement, including the Schedules referenced in each such Statement of Work.
2
(b)
(c)
(d)
Definitions. All capitalized terms used in the Agreement shall have the meanings set forth in Exhibit A (Definitions). Other capitalized terms used in the Agreement are defined where they are used and
have the meanings so indicated.
Statements of Work. The Services will be described in and be the subject of (i) one or more Statements of Work executed by the Parties pursuant to this Master Agreement, and (ii) this Master
Agreement.
Deviations from Master Agreement, Priority. In the event of a conflict, the terms of the Statements of Work shall be governed by the terms of this Master Agreement, unless an individual Statement of
Work expressly and specifically notes the deviations from the terms of this Master Agreement. In the event of a conflict, the terms of each Statement of Work shall govern the terms of the Schedules
referenced therein. In the event of a conflict, the terms of this Master Agreement shall govern the terms of the Exhibits referenced herein.
2.
3.
Term of Agreement. The Term of the Agreement will begin as of the Effective Date and will terminate at 11:59 pm Eastern Daylight Time on December 31, 2024, unless terminated earlier pursuant to Section 17 of
this Agreement.
The Services. For purposes of this Agreement, “Services” means (i) services, functions, responsibilities, activities, tasks and projects to be performed by Supplier set forth in the Agreement, as they may evolve and be
supplemented and enhanced during the Term; (ii) the functions, responsibilities, activities, tasks and projects not specifically described in the Agreement as a part of Services which are required for the proper
performance and provision of the Services or are an inherent part of, or necessary subpart included within, the Services; (iii) services, functions, responsibilities, activities, tasks and projects that are of a nature and type
that would ordinarily be performed by a company in the Customer’s industry sector, even if not specifically described in the Agreement; and (iv) services, functions, responsibilities, activities, tasks and projects
routinely performed by the Customer personnel and subcontractors who are transitioned to Supplier, displaced or whose functions were displaced as a result of the Agreement, even if not specifically described in the
Agreement.
(a)
Obligation to Provide Services; Scheduling.
(i)
(ii)
Obligation to Provide Services. Starting on the Effective Date and continuing during the Term, Supplier shall provide the Services described in the Statement of Work to, and perform the
Services for, Customer in accordance with the Statement of Work and the Agreement.
Responsibilities. Supplier and Customer will each perform their respective duties, obligations and responsibilities (“Responsibilities”) as set forth in each Statement of Work. Customer’s
failure to perform a Responsibility will excuse Supplier’s obligation to perform its corresponding obligations under the Agreement only if Supplier provides written notice to Customer of such
failure and demonstrates that: (i) Customer’s failure was the direct cause of Supplier’s inability to perform; and (ii) Supplier could not have continued performance by using reasonable
methods, activities and procedures. In the event of (i) and (ii), Supplier will be excused from
3
performance of those Services impacted by Customer’s failure to perform only to the extent that, and for so long as, Customer’s failure to perform its Responsibilities prevents Supplier’s
performance, and provided that Supplier takes reasonable steps to mitigate the effects of Customer’s failure to perform.
(iii)
Scheduling and Communication. Customer and Supplier shall schedule Services and track the completion of Services through a mutually acceptable scheduling and performance tracking tool
(e.g., Smartsheet), pursuant to which:
(A)
(B)
(C)
(D)
Customer will be responsible for task requests, quality standards and timeline requirements;
Supplier will be responsible for task scheduling, resource allocation, and current/completion status;
Each party to assign dedicated resources to manage and maintain access, system privileges and capabilities for their employees; and
Both parties to embed mutually agreeable performance metrics and customer complaint resolution requirements in the scheduling and performance-tracking tool.
Customer and Supplier agree that Services will be performed in accordance with the Work Order Management System (“WOMS”) attached hereto as Schedule 2, including the Quality
Standards described therein. The WOMS has been prepared by Customer and accepted by Supplier. Any proposed updates thereto, which, from time to time, may be necessary to reflect any
substantive changes therein, will also be prepared by Customer and provided to Supplier (either in print or electronic formats) within a reasonable time prior to the implementation of such
changes. Either Party may, from time to time, request updates or amendments to the WOMS.
Critical, Time-Sensitive Services; Self-Remedy. If there is a critical and time-sensitive customer or safety-related Service (e.g., burial) that Supplier is unable to timely perform and/or
(iv)
deliver, and Customer has exhausted all available escalation pathways with Supplier, then, in order to ensure that such Service is handled timely, Customer shall have the right to perform and/or deliver
such Service, or engage a Third Party to do so, and all costs and expenses associated therewith that are incurred by Customer will be Supplier’s responsibility and will be deducted from the next Service
Fee installment due Supplier.
(b)
Compliance with Laws and Policies.
(i)
Generally. Supplier shall perform the Services in compliance with:
(A)
(B)
all Laws applicable to Supplier in its performance and delivery of the Services;
all Laws applicable to the portion of the operations of the Customer performed by Supplier as part of the Services, just as if the Customer performed the Services itself, as
interpreted, augmented and/or modified by the Customer Compliance Directives (collectively, the “Customer Compliance Requirements”); and
4
(C)
all policies and procedures of general application of the Customer as published by Customer from time to time and delivered to Supplier.
(ii)
(iii)
Customer Compliance Directives. From time to time Customer may instruct Supplier in writing as to compliance with any of the Customer Compliance Requirements and changes in
Supplier’s policies and procedures relating to such compliance (a “Customer Compliance Directive”). Supplier is authorized to act and rely on, and shall promptly implement, each Customer
Compliance Directive in the performance and delivery of the Services, subject to the provisions of Section 3(b)(iii) below.
Regulatory Changes. Supplier shall, with Customer’s approval and at Supplier’s expense, conform the Services in a timely manner to any changes in the compliance matters referred to in
Section (A) above. Supplier shall also, with Customer’s approval, conform the Services in a timely manner to any change in Customer Compliance Requirements (including Customer
Compliance Directives).
(c)
Procedures Manuals; Training.
(i)
(ii)
Content. Supplier shall perform the Services in accordance with the policies and procedures documented in an operational procedures manual to be developed by Supplier (which may include
video-taped training materials) on or before May 1, 2020, and subject to the review and written approval of Customer (as approved by Customer, each, a “Procedures Manual”). Procedures
Manuals shall be written explicitly and comprehensively enough to enable the Customer to readily understand the Services Supplier is to perform and how such Services will be performed.
Updates. Supplier will be responsible for the preparation of the Procedures Manuals and will prepare and provide to Customer, in both print and electronic formats, proposed updates thereto as
necessary to reflect any substantive changes therein within a reasonable time prior to the implementation of such changes. Either Party may, from time to time, request updates or amendments
to the Procedures Manuals.
(d)
(e)
Performance and Service Levels; Partner Meetings. Supplier agrees that the performance of the Services will meet or exceed the “Success Metrics” set forth on Exhibit C attached hereto, and the
Service level specifications described in (or attached as a Schedule to) the Statement of Work. In order to evaluate the quality of the Services during the Term, and to identify changes and/or improvements
to the overall program, Customer and Supplier will attend monthly review meetings to discuss, among other things, the timing and status of the roll-out schedule, potential changes to the Statement of
Work or the Service level specifications, New Services (if any), program improvements and expectations. In addition, Customer and Supplier will attend quarterly business review meetings with executive-
level representatives of each Party to discuss, among other things, growth opportunities, program improvements and expectations.
Disaster Recovery Services. Supplier shall, within thirty (30) days of the Effective Date or such later timeframe as may be approved by Customer, develop a Disaster Recovery Plan adapted to the
provision of the Services, which Supplier shall have the capacity to execute and perform. The Disaster Recovery Plan shall be subject to the review, audit
5
and written approval of Customer. Supplier agrees to implement, maintain and improve the Disaster Recovery Plan as necessary to keep the plan current with applicable industry standards and best
practices, or as otherwise necessary to satisfy Supplier’s obligations under the Agreement. Prior to implementing any material change to the Disaster Recovery Plan, Supplier will provide Customer a copy
of such change for Customer’s consent. Upon Supplier’s determination of a disaster or the possibility of the occurrence of a disaster situation, Supplier shall promptly notify Customer and implement the
Disaster Recovery Plan. During any disaster, Supplier will notify Customer daily of the status of the disaster. During a disaster, Supplier will not give greater priority to any of its other customers in its
recovery efforts than it gives to the Customer. Upon conclusion of a disaster, Supplier will as soon as reasonably practicable, provide Customer with an incident report detailing the reason for the disaster
and all actions taken by Supplier to resolve and/or respond to the disaster.
(f)
Hazardous Materials.
(i)
(ii)
(iii)
Supplier shall not bring any hazardous materials onto the Properties, except for those used in the ordinary course of landscape services. All hazardous materials brought onto the Properties by
Supplier shall be used and disposed of in full compliance with all applicable local, county, state and federal governmental laws and regulations and manufacturer directions.
For minor releases of hazardous materials (immaterial quantities of gasoline, oil, antifreeze, etc.), Supplier staff shall:
(A)
(B)
Immediately call the appropriate Customer representative at the affected Property to report the spill and document the release of hazardous materials at the location; and
Use the spill kit (if available at the Property) to clean up the spill (all foreman are to be trained in minor spill containment).
In case of a large release, Supplier staff shall immediately report the release to the local fire department or other applicable local agency/department, Supplier’s manager, and the appropriate
Customer representative at the affected Property. The fire department or other applicable local agency/department will, at Supplier’s expense if applicable, take over the incident and do one of
the following:
(A)
(B)
Contain the release of hazardous materials to their ability; or
Contact a qualified contractor, who will be paid by Supplier to handle larger releases that the fire department or other applicable local agency/department is not capable of handling.
(iv)
For all spills, Supplier shall, at its expense:
(A)
(B)
(C)
(D)
Evacuate employees and bystanders from the area immediately;
Ensure all people avoid contact with the hazardous materials;
Control the release to the level of its staff’s training; and
Retain a qualified contractor or vendor to properly dispose of the hazardous material and document the disposal in accordance with applicable laws or
6
regulations and perform any remediation required by applicable laws or regulations as a result of such release.
4.
New Services. During the Term, Customer may request that Supplier provide New Services. New Services may be activities that are performed on a continuous basis for the remainder of the Term or activities that are
performed on a project basis. If, after review of the Statement(s) of Work, it is determined that the service could qualify as an existing Service, then the Parties will treat such service as an existing Service and Supplier
will perform such service in accordance with its existing obligation to perform the Services. If the service does not qualify as an existing Service, then that service will be deemed a New Service. To request a New
Service, Customer will deliver to Supplier a written request with reasonable detail regarding such service through the scheduling and performance tracking tool described in Section 3(a)(iii) above (the “New Service
Request”).
Upon receipt of Customer’s New Service Request, Supplier may prepare and deliver to Customer a written statement (the “New Service Response”) describing any changes in products, services, assignment of
personnel and other resources that Supplier believes would be required. No New Service implementation shall occur without the mutual agreement of the Parties to the terms and conditions of such New Service
including any additional Service Fee associated therewith. Any agreement of the Parties with respect to New Services will be in writing, will constitute an amendment to the Agreement and shall also become a
“Service” and be reflected in a new Statement of Work hereto or in an amendment to the existing Statement of Work hereunder.
5.
Vehicle and Equipment Leasing. The Parties agree that Supplier has leased or will lease from Customer the vehicles and equipment used to service the Properties, identified on Schedule 3 attached hereto (collectively,
the “Vehicles and Equipment”), for the duration of the Term.
During the Term, Supplier shall at its sole cost and expense (i) maintain the Vehicles and Equipment in good operating condition, subject to normal wear and tear, and (ii) undertake all repairs and preventive
maintenance on the Vehicles and Equipment in accordance with the applicable manufacturer’s recommendations. With respect to those Vehicles and Equipment that may be leased by Customer from third parties,
Supplier agrees to utilize said Vehicles and Equipment in a manner that does not render Customer in default under such third party leases. Customer shall be responsible for insuring the Vehicles and Equipment for the
duration of the term. Notwithstanding anything to the contrary set forth herein, Customer and Supplier acknowledge and agree that Supplier has been leasing certain of the Vehicles and Equipment since the “Effective
Date” identified in each of the prior Transition Services Agreements, and that each party’s respective obligations relative thereto commenced as of such “Effective Date” and will continue for the duration of the Term of
this Agreement in accordance with the provisions set forth herein.
Customer will transfer title to all Vehicles and Equipment then owned by Customer to Supplier at the expiration of the Term on December 31, 2024, and thereafter, Supplier shall be solely responsible for all such
Vehicles and Equipment.
7
6.
7.
Services Performed by Customer or Third Parties. Supplier is engaged by Customer on a non-exclusive basis to provide the Services under the Agreement. Accordingly, Customer retains the right, exercisable in its
sole discretion, to perform itself, or retain Third Parties to perform, any service, function, responsibility, activity or task that is within the scope of the Services or would constitute a New Service.
Service Fee; Property Enhancement Budgets: For Services performed during the Term of this Agreement, Customer shall pay Supplier a bi-monthly service fee in the amount set forth on the Pricing Schedule
attached hereto as Schedule 4 (the “Service Fee”), which Service Fee is inclusive of all applicable taxes (including sales tax). Invoices shall be due from Supplier on the first (1st) and fifteenth (15th) day of each
calendar month, and shall be processed and paid by Customer in the nearest following accounts payable processing cycle.
The Service Fee may be increased by mutual consent of the parties if (1) Customer acquires additional Properties for which Services are needed, or (2) there is a material increase in the scope of Services described in
the Statement of Work attached hereto. The Service Fee may be decreased, but only at Customer’s direction, if (1) Customer sells or otherwise disposes of any of the Properties for which Services are being provided, in
which event the Service Fee will be decreased by the amount allocated to said Property or Properties as set forth on Schedule 4 attached hereto (subject to the year over year adjustments reflected on Schedule 4), or (2)
there is a material reduction in the scope of Services described in the Statement of Work attached hereto, in which event the Service Fee will be decreased by an amount mutually agreed to by Customer and Supplier.
Customer and Supplier shall meet in the fourth quarter of each calendar year to establish a mutually acceptable property enhancement budget for the Properties then covered by this Agreement (each a “Property
Enhancement Budget”). The Property Enhancement Budget shall identify for the following calendar year additional modest Property-specific beautification, appearance enhancing or efficiency-driven projects,
together with pricing and timelines associated with these activities, which are outside the normal scope of Services. To the extent there are any additional costs and expenses associated with the projects identified in the
Property Enhancement Budget, the parties will cooperate with each other in good faith to determine how such costs and expenses will be allocated between the parties.
8.
Employees.
(a)
Customer shall identify the personnel currently employed by Customer who perform functions related to the Services, and whose positions will be displaced as a result of the Agreement. Supplier agrees to
make an offer of employment to each of the employees so identified, it being understood and agreed that Supplier’s offer of employment will reflect benefits and compensation that are commensurate with
those currently offered by Customer to said employees in order to minimize, to the fullest extent possible, employee attrition as a result of the transition contemplated herein. Employees who accept such
offers of employment (each, a “Rehired Employee”) shall become an employee of Supplier as of the Effective Date. Effective as of the Effective Date, all Rehired Employees shall become employees of
Supplier and shall cease to be employees of Customer. Supplier shall be solely liable for all liabilities and obligations arising out of the employment of such Rehired Employees that arise after the Effective
Date, and
8
Customer shall remain liable, to the extent required by applicable Law, for all liabilities and obligations arising out of the employment of such Rehired Employees accrued up to but not including the
Effective Date. For the avoidance of doubt, as to those Rehired Employees engaged by Supplier prior to the date hereof pursuant to the Transition Services Agreements, the term “Effective Date” as used
in the preceding sentence shall mean the Effective Date identified in each of the prior Transition Services Agreements.
Supplier and its employees, affiliates, agents, contractors and subcontractors shall conduct themselves with an appropriate level of decorum when entering, conducting work at, and leaving the Properties
and shall perform all Services and New Services in a manner that does not unreasonably disrupt, interfere with or disturb the conduct of Customer’s business or the use or enjoyment of the Properties by
Customer or its invitees, licensees or permittees.
Supplier shall provide all labor, material, equipment and fully-trained personnel necessary to perform the Services at the Properties.
Supplier shall perform driving and criminal backgrounds on all employees (including all temporary employees or independent consultants) before entry onto the Properties and annually thereafter.
Supplier is responsible for its employees’ behavior and appropriate appearance at all times, and will require its employees to act professionally and courteously. Supplier shall maintain strict discipline
among its employees, affiliates, agents, contractors and subcontractors at all times and will only employ persons with sufficient skill, training, ongoing safety training and experience to perform the tasks
for which they are employed.
Supplier shall have an experienced supervisor on-site at all times when the Services are performed and such supervisor should be bilingual as necessary.
Supplier shall provide its employees with appropriate uniforms, the style and color of which have been approved by the Customer.
Supplier is responsible for its own tools and equipment, their maintenance, and ensuring that all equipment remains in proper working order.
Supplier shall be responsible for ensuring that its employees, affiliates, agents, contractors and subcontractors have received proper training and the appropriate personal protective equipment (such as hard
hats, back belts and ear protection) to ensure safety and compliance with all applicable local, county, state and federal governmental laws and regulations (including, without limitation, OSHA).
All Services shall be performed in a good and workmanlike manner and in accordance with applicable local, county, state and federal governmental laws and regulations (including, without limitation,
OSHA) and applicable professional horticulture
9
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
standards, using appropriately trained, uniformed, and supervised personnel, and properly maintained equipment.
(k)
(l)
Any substances applied as part of the Services (including, without limitation, fertilizers, pesticides and herbicides) shall be applied strictly in accordance with all applicable local, county, state and federal
governmental laws and regulations by properly licensed personnel, and in accordance with the manufacturer’s directions.
Supplier shall (and shall cause all subcontractors to), at Supplier’s expense, maintain all applicable licenses and permits necessary for the Services. Supplier shall provide proof of such licenses upon
request.
9.
Engagement of Third Parties by Supplier. If, in the performance of the Services, Supplier determines that it must retain one or more Third Parties to perform certain work, the cost of which exceeds $500.00,
Supplier shall notify Customer and Customer shall have the right to approve such engagement, except to the extent the engagement is necessary in the event of an Emergency (as defined below)
If Supplier needs to engage the services of a Third Party in the event of an Emergency and such engagement would be subject to Customer approval as set forth above, Supplier will use commercially reasonable efforts
to obtain such approval; provided, however, if Supplier is unable to obtain Customer approval either because a Customer representative is unavailable or the nature of the Emergency is such that it requires immediate
action, Supplier will be authorized to expend costs and expenses in excess of $500.00 to the extent necessary to mitigate the impact or consequence of the event on the other Party or the Property and/or stabilize the
Emergency. “Emergency” shall mean circumstances in which Supplier believes that human life or the Property is in imminent danger or threatened and which require immediate action to protect the Property against
damage or destruction, or prevent the occurrence of accident or injury to persons, so threatened or occurring from any cause. In the event of an Emergency, Supplier shall, as soon as is practicable, but not later than
twelve (12) hours thereof, notify Customer of such occurrence and of all actions taken and costs incurred and the reasons therefor.
10.
Covenants.
(a)
(b)
Services. Supplier shall render Services using appropriately trained, uniformed, and supervised personnel that have the necessary knowledge, training, skills, experience, qualifications and resources to
provide and perform the Services in accordance with the Agreement, and shall render Services in a prompt, professional, diligent, and workmanlike manner, consistent with industry standards applicable to
the performance of such Services, utilizing properly maintained equipment.
Continuous Improvement. Supplier shall diligently and continuously improve the performance and delivery of the Services by Supplier and the elements of the policies, processes, procedures and
systems that are used by Supplier to perform and deliver the Services, subject to the approval of Customer.
10
(c)
Regulatory Approvals. Supplier will timely obtain and maintain all necessary approvals, licenses and permits (required by Law or otherwise) applicable to its business and the provision of the Services.
11.
Representations and Warranties.
(a)
Representations and Warranties of Customer. Customer represents and warrants to Supplier as follows:
(i)
(ii)
(iii)
Organization; Power. As of the Effective Date, Customer (i) is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware, and
(ii) has full limited liability company power to own, lease, license and operate its properties and assets and to conduct its business as currently conducted and to enter into the Agreement.
Authorized Agreement. This Agreement has been, and each Statement of Work will be, duly authorized, executed and delivered by Customer and constitutes or will constitute, as applicable, a
valid and binding agreement of Customer, enforceable against Customer in accordance with its terms.
No Default. Neither the execution and delivery of this Agreement or any Statement of Work by Customer, nor the consummation of the transactions contemplated hereby or thereby, shall result
in the breach of any term or provision of, or constitute a default under, any charter provision or bylaw, agreement (subject to any applicable consent), order, or Law to which Customer is a
Party or which is otherwise applicable to Customer.
(b)
Representations and Warranties of Supplier. Supplier represents and warrants to Customer as follows:
(i)
(ii)
(iii)
(iv)
Organization; Power. As of the Effective Date, Supplier (i) is a corporation, duly organized, validly existing and in good standing under the Laws of the State of Pennsylvania, and (ii) has full
corporate power to own, lease, license and operate its properties and assets and to conduct its business as currently conducted and to enter into the Agreement.
Authorized Agreement. This Agreement has been and each Statement of Work will be duly authorized, executed and delivered by Supplier and constitutes or will constitute, as applicable, a
valid and binding agreement of Supplier, enforceable against Supplier in accordance with its terms.
No Default. Neither the execution and delivery of this Agreement or any Statement of Work by Supplier, nor the consummation of the transactions contemplated hereby or thereby, shall result
in the breach of any term or provision of, or constitute a default under, any charter provision or bylaw, agreement (subject to any applicable consent), order or Law to which Supplier is a Party
or that is otherwise applicable to Supplier.
Consents. Except as otherwise provided in the Agreement, no authorizations or other consents, approvals or notices of or to any Person are required in connection with (i) the execution,
delivery and performance by Supplier of the Agreement, (ii)
11
the development, implementation or operation of the equipment and systems necessary for Supplier to perform the Services in accordance with the applicable provisions of the Agreement and
in compliance with all applicable Laws and Customer Compliance Requirements and Supplier regulatory requirements, or (iii) the validity and enforceability of the Agreement.
Performance Warranty. The Services will conform to the description of the Services set forth in each Statement of Work and to general industry standards for the Services and products offered
by Supplier pursuant to the Agreement.
Equipment. Supplier shall maintain the Equipment so that it operates in accordance with its specifications, including (i) maintaining Equipment in good operating condition, subject to normal
wear and tear, and (ii) undertaking repairs and preventive maintenance on Equipment in accordance with the applicable Equipment manufacturer’s recommendations.
No Litigation. There is no action, suit, proceeding or investigation pending or, to Supplier’s knowledge, threatened, that questions the validity of the Agreement or Supplier’s right to enter into
the Agreement or any Statement of Work or to provide any of the Services.
(v)
(vi)
(vii)
(c)
(d)
Pass-Through Warranties. In the event Supplier purchases or procures any Third Party products or services for the Customer in connection with the provision of the Services, in addition to the foregoing
representations, warranties and covenants, Supplier shall pass through or assign to the Customer the rights Supplier obtains from the manufacturers and/or vendors of such products and services (including
warranty and indemnification rights), all to the extent that such rights are assignable. To the extent that such rights are not assignable by Supplier, Supplier agrees that the Customer may assert or enforce
any right Supplier may have to enforce such representations, warranties and covenants, or if such can only be enforced by Supplier under its own name, upon written request by the Customer, Supplier
shall take all reasonable action requested by the Customer to enforce such representations, warranties and covenants.
Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN ANY STATEMENT OF WORK, THE PARTIES MAKE NO REPRESENTATIONS, WARRANTIES
OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR
RESULTS TO BE DERIVED FROM THE USE OF ANY SERVICE, DELIVERABLES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT.
12.
Insurance; Waiver of Subrogation:
(a)
Insurance. During the Term, Supplier will maintain, at Supplier’s sole cost and expense, general liability insurance, automobile liability insurance, and workers’ compensation insurance covering the
activities of Supplier and any person or entity acting for or on behalf of Supplier (including, without limitation, the Supplier Parties (as hereinafter defined)) at the Properties and/or in connection with the
Services and any Statement of Work. Such insurance shall be in commercially reasonable amounts. Evidence of such
12
insurance will be provided to Customer upon signing of this Agreement and thereafter upon request. Without limiting the foregoing, Supplier agrees to insurance coverage in the following minimum
amounts: (i) Commercial General Liability with limits of not less than $2,000,000.00 per occurrence and $2,000,000.00 in the aggregate, which shall include contractual liability, personal injury
protection and completed operations coverage (including coverage for the indemnity clauses provided by Supplier), (ii) Commercial Automobile Liability covering owned, hired and non-owned vehicles
with limits of $1,000,000.00 combined single limit each occurrence, and (iii) Workers’ compensation insurance in an amount required by applicable Law. The insurance described in clauses (i) and (ii)
shall include Customer, StoneMor Inc., StoneMor Partners L.P., StoneMor Operating LLC and any additional parties specified by Customer as additional insureds. Each of the above policies will be
primary and non-contributory with respect to any policies carried by any additional insured. Any coverage carried by Customer shall be excess insurance. Such insurance shall be placed with reputable
insurance companies licensed or authorized to do business in the states in which the Properties are located, and have a minimum Best’s rating of A-/VII.
(b)
Waiver of Subrogation. To the fullest extent permitted by applicable Law, Supplier agrees to look solely to its insurers, and does hereby release and waive any and all rights it has now, or may have in the
future, to recover against Customer, or any of its respective trustees, beneficiaries, general or limited partners, directors, officers, agents, servants, subsidiaries, affiliates or employees (collectively, the
“Releasees”) for loss or damage to personal property, and for claims of injury to, or death of, employees of Supplier in any way relating to or resulting from the performance of the Services, including
claims for contribution, indemnity or reimbursement of worker’s compensation benefits. Supplier hereby agrees that its insurers (and the insurers of any Supplier subcontractors) shall waive all rights of
subrogation with respect to claims against the Releasees arising out of the Services. The Customer does not assume any liability of any nature or kind for bodily injuries or property damages, or any other
damages, arising out of Supplier’s performance of the Services.
13.
Conduct. Notwithstanding anything in this Agreement to the contrary, Supplier acknowledges that the Properties are operated as cemeteries, funeral homes and/or related uses and that Supplier and its employees,
affiliates, invitees, licensees, agents, consultants, contractors and subcontractors (collectively, the “Supplier Parties”) shall conduct themselves with an appropriate level of decorum when entering, working on, and leaving the
Properties. Supplier and the Supplier Parties shall perform all Services in a manner that does not unreasonably disrupt, interfere with or disturb the conduct of Customer’s business or the use or enjoyment of the Properties by
Customer, or its invitees, licensees or permittees.
14.
Cemetery Operations; Burial Issues. Supplier acknowledges and agrees that Supplier may be required to perform one or more of the following tasks as part of the Services, either independently (without assistance or
involvement by Customer), or in conjunction with Customer: (i) garden mapping, pinning, surveying and layout of burial spaces; (ii) excavating graves; (iii) installing vaults, concrete crypts and urns; (iv) opening and
closing graves, niches and crypts; (v) setting up markers, crypt bars and niche bars; (vi) maintaining accurate records
13
and (vii) ensuring the accuracy of interments and entombments (collectively, the “Cemetery Operations”). Supplier further acknowledges and agrees that wrongful burial issues (“Burial Issues”) may result from a
failure to follow Cemetery Procedures (defined below) or properly perform the Cemetery Operations, which failure may expose Customer to third party claims by customers of the cemetery and their families.
(a)
Obligations.
(i)
(ii)
(iii)
(iv)
Supplier agrees to perform the Cemetery Operations in accordance with Customer’s established policies and procedures, including, without limitation, Customer’s blind-check process
(collectively, the “Cemetery Procedures”). Supplier will refrain from modifying any of the Cemetery Procedures without Customer’s prior review and approval.
In the event Supplier becomes aware of a potential Burial Issue, Supplier shall immediately notify Customer and request further instruction. Supplier shall not attempt to remedy a potential
Burial Issue or take any other corrective action including, by way of example and without any limitation, moving a misplaced pin, without, in each instance, Customer’s prior approval.
Supplier agrees to cooperate with, and otherwise assist, Customer in promptly resolving any Burial Issue in the manner and within the timeframe established by Customer in order to mitigate
third party claims by customers of the cemetery and their families.
To the extent Customer has to defend itself against a third party claim alleging a wrongful burial issue, about which Supplier has knowledge or other relevant information, Supplier agrees to
cooperate, and to cause Supplier’s employees to cooperate, with Customer and to provide any such information that Customer may reasonably request regarding such matter.
(b)
Liability. Subject to Customer’s approval rights set forth in Section 14(a) hereof, Supplier shall, at Supplier’s sole cost and expense, correct any and all Burial Issues that occur as a direct or indirect result
of Supplier’s acts or omissions, or the acts or omissions of the Supplier Parties.
15.
Repairs.
(a)
(b)
Repairs Generally. Supplier shall, at Supplier’s sole cost and expense, repair and restore any damage to the Properties occurring as a result of the Services or of any act or omission of Supplier or any of
the Supplier Parties, including without limitation, replacing any damaged marker, memorial or bench. Supplier will perform such repair or restoration within thirty (30) days of demand by Customer, and if
Customer performs such repair or restoration on Supplier’s behalf, Supplier shall pay the costs thereof to Customer within thirty (30) days of the delivery by Customer of an invoice. Customer shall have
the right to deduct from payments of the Service Fee the amount of any invoice for damage that has been outstanding for more than thirty (30) days.
Vault Damage. In the case of vault damage, if such damage occurs during the initial opening of the vault and prior to closing, Supplier is required to replace the damaged vault (or such component thereof,
as may be applicable) at Supplier’s sole cost and
14
expense. If, however, the damage occurs in the course of re-opening the vault, Supplier and Customer will each bear one-half (i.e., 50%) of the cost to replace such damaged vault (or such component
thereof, as may be applicable).
This Section shall survive termination of this Agreement.
16.
Independent Contractor/Personnel/Subcontractors; Outsourced Landscaping Agreements.
(a)
(b)
Independent Contractor/Personnel/Subcontractors. In providing the Services under this Agreement it is expressly agreed that Supplier is acting as an independent contractor and not as an employee of
Customer. Customer and Supplier acknowledge that this Agreement is exclusively a contract for service. Subject to Section 8 hereof, Supplier shall have at all times a sufficient number of capable
personnel to enable it to perform its duties hereunder. Only fully qualified, experienced and competent persons shall be assigned to provide the Services. Supplier shall be responsible for the performance
of all such personnel and all independent contractors, subcontractors and consultants retained or engaged by Supplier to assist Supplier in performing its duties hereunder. Supplier shall be responsible for
all matters pertaining to the assignment and performance of personnel either employed by Supplier or provided by contract to Supplier to assist Supplier in performing its duties hereunder. Supplier shall
be solely responsible for the payment of compensation (including provision for employment taxes, federal, state and local income taxes, workers compensation and any similar taxes) and benefits
associated with the employment of Supplier’s personnel. Furthermore, Supplier shall fully comply with all applicable laws and regulations relating to workers’ compensation, social security, income and
withholding pay, unemployment insurance, hours of labor, wages, working conditions and other employer-employee related matters with respect to any personnel who are employees of Supplier. In no
event shall Customer be the employer of such personnel, contractors and consultants, and Customer shall have no liability to such employees, contractors and consultants for their compensation. Supplier
is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to Supplier under this Agreement.
Outsourced Landscaping Agreements. Without limiting anything set forth in clause (a) above, Supplier hereby acknowledges and agrees that Services will be performed at the Outsourced Sites by the
applicable third party listed on Schedule 5 until the date specified therein (unless cancelled, terminated or renewed in accordance with the applicable Assigned Agreement), and further reaffirms that all
such Services shall adhere to the terms of this Agreement. During the Term of this Agreement, Supplier will be required to notify Customer, through the WOMS, when a third party is scheduled to
perform Services at a Property. Moreover, not less than once per calendar year, Supplier will provide Customer with an update to Schedule 5, which identifies all of the sites where Services are to be
performed by third parties, and the third parties performing such Services; this information will be required whether or not said third parties are engaged pursuant to an Assigned Agreement or a new third-
party agreement entered into by Supplier during the Term.
17.
Termination.
15
(a)
(b)
(c)
Either Supplier or Customer may terminate this Agreement without cause upon one hundred (180) days’ prior written notice to the other party. In the event that Customer terminates this Agreement prior
to the end of the Term without cause, on or prior to the date of termination (the “Termination Date”), Customer shall pay to Supplier an equipment credit for Vehicles and Equipment equal to One Million
Dollars ($1,000,000) per year, prorated for the actual number of days elapsed in any partial year, from the Effective Date to the Termination Date.
If either party breaches the terms of this Agreement and fails to cure such breach within ten (10) days after written notice from the non-breaching party specifying such breach, then the non-breaching
party may elect to immediately terminate this Agreement by written notice to the breaching party. In addition to and without limiting the foregoing, if Customer fails to timely pay any undisputed Service
Fees due under this Agreement and such failure continues for five (5) business days after written notice, then Supplier thereafter may elect while such failure exists, in its sole discretion, to (i) delay or
cancel Services upon written notice to Customer, and/or (ii) immediately terminate this Agreement upon written notice to Customer. If this Agreement is terminated in accordance with its terms, any
Services Fees shall be prorated on a per diem basis for Services performed until the date of termination, and such termination shall not release either party for liability for failure to perform any of the
duties or obligations of either party required to be performed prior to such termination or any obligations under this Agreement stated to survive termination.
Either Supplier or Customer may immediately terminate this Agreement upon written notice to the other party if (i) the other party becomes insolvent or is unable to pay its debts, or makes an assignment
for the benefit of creditors, (ii) the other party enters into or files (or has filed or commenced against it) a petition, arrangement, application, action or other proceeding seeking relief or protection under the
bankruptcy Laws of the United States or any similar Laws of the United States or any state of the United States or (iii) all or substantially all of the other party’s property is levied upon or scheduled to be
sold in a judicial proceeding.
18.
Indemnities.
(a)
Indemnity by Supplier. Supplier agrees to indemnify and hold harmless Customer, its Affiliates, and the respective current, future and former officers, directors, members, employees, agents, successors
and assigns of each of the foregoing, and each of the foregoing persons or entities (the “Customer Indemnitees”) on demand, from and against any and all Losses incurred by any of them, and shall
defend the Customer Indemnitees against all Claims arising from or in connection with:
(i)
(ii)
All Claims arising out of, resulting from or related to the negligence or wrongful acts or omissions of Supplier or any Supplier Parties, or any breach or default by Supplier of this Agreement;
all Claims by employees of Supplier or any of its Affiliates or subcontractors arising out of or relating to the Agreement or the Services, except to the extent caused by the gross negligence or
willful misconduct of the Customer or any of its Affiliates
16
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
or subcontractors (but excluding Supplier and Supplier Parties from such exception);
all Claims arising out of, resulting from or related to any act or omission of Supplier in its capacity as an employer of an individual and arising out of or relating to (i) federal, state or other
Laws or regulations for the protection of individuals who are members of a protected class or category of individuals, (ii) sexual discrimination or harassment, and (iii) any other aspect of the
employment relationship or its termination (including claims for breach of an express or implied contract of employment) which arose when the individual asserting the claim, demand, charge,
actions, cause of action or other proceeding was or purported to be an employee of, or candidate for employment by, the Supplier;
all Claims related to damage to tangible or intangible personal or real property resulting from, arising out of or related to the acts of Supplier or any Supplier Parties that are outside of their
provision of the Services while present on the Properties;
all Claims for personal injuries, death or damage to tangible or intangible personal or real property, including claims of any employee of the Customer, to the extent caused by acts or omissions
of Supplier or any Supplier Parties;
all Claims arising from a violation of any Law applicable to Supplier and/or any Supplier Party or to the Customer, by Supplier or any Supplier Party;
all Claims arising from fraud or theft committed by, or the willful misconduct of, Supplier or any Supplier Party;
all Claims for Supplier’s tax liabilities arising from Supplier’s provision of Services;
all Claims arising out of the failure of Supplier to obtain, or cause to be obtained, any consent or approval required for the Customer to receive and use the Services, or any component thereof,
to the full extent provided in the Agreement;
all Claims arising out of Supplier’s breach of its obligations under Section 3(b) (Compliance with Laws), or Section 14 (Cemetery Operations; Burial Issues) of the Agreement;
all Claims that any personnel supplied by Supplier, its Affiliates and/or their permitted subcontractors under the Agreement is an employee or agent of the Customer, including: (i) the cost of
any employee benefits Customer is required to provide to or pay for on behalf of any personnel supplied by Supplier, its Affiliates and/or their permitted subcontractors; and (ii) any Claim
brought by any personnel supplied by Supplier, its Affiliates and/or permitted subcontractors against any Customer Indemnitee based upon the employer-employee relationship;
any Claims arising out of Supplier’s breach of its representations or warranties set forth in the Agreement; and
all Claims by, or increases in the charges payable to, the Third Party Providers under the Third Party Agreements caused by or arising out of any breach of the Agreement by Supplier or its
Affiliates or subcontractors, or failure to properly and
17
timely perform any duty or responsibility that Supplier or any of its Affiliates or subcontractors has under the Agreement, except to the extent caused by any breach of the Agreement by
Customer or its Affiliates or contractors (but excluding Supplier and its Affiliates and subcontractors from such exception).
For the avoidance of doubt, Supplier shall be solely liable for, and shall fully indemnify Customer Indemnitees against, any claims arising from injury to, or death of, any Rehired Employee (whether engaged pursuant to the
prior Transition Services Agreements or this Agreement) in any way relating to or resulting from the performance of the Services, including claims for contribution, indemnity or reimbursement of worker’s compensation
benefits.
(b)
Indemnity by Customer. Customer agrees to indemnify and hold harmless Supplier, its Affiliates, and the respective current, future and former officers, directors, members, employees, agents,
successors and assigns of each of the foregoing, and each of the foregoing persons or entities (the “Supplier Indemnitees”) on demand, from and against any and all Losses incurred by any of them, and
shall defend the Suppler Indemnitees against all Claims arising from or in connection with:
(i)
All Claims arising out of, resulting from or related to the negligence or wrongful acts or omissions of Customer or any Customer Parties, or any breach or default by Customer of this
Agreement.
This Section shall survive termination of the Agreement.
19.
20.
Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING
OUT OF THIS AGREEMENT OR ANY RESULTING OBLIGATION, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT OR ANY OTHER CAUSE OF ACTION
(EXCEPT THAT THE FOREGOING SHALL NOT APPLY TO ANY CLAIMS BY A THIRD PARTY FOR WHICH SUPPLIER IS OBLIGATED TO INDEMNIFY CUSTOMER PURSUANT TO THIS
AGREEMENT). NO DIRECT OR INDIRECT CONSTITUENT MEMBER OF CUSTOMER, NOR ANY TRUSTEE, BENEFICIARY, SHAREHOLDER, PARTNER, MEMBER, MANAGER, OFFICER,
DIRECTOR, EMPLOYEE OR OTHER AGENT OF CUSTOMER, SHALL HAVE ANY LIABILITY IN CONNECTION WITH THIS AGREEMENT.
Notices. All notices, demands, requests, consents, approvals and other communications required or permitted to be given hereunder or which are to be given with respect to this Agreement shall be in writing and
delivered personally, by overnight air courier service, by email, or by U.S. certified or registered mail, return receipt requested, postage prepaid, to the parties at their respective addresses set forth below, and the same
shall be effective upon receipt if delivered personally, one (1) business day after depositing with an overnight air courier, or two (2) business days after depositing in the mail, or immediately, upon transmission (as
confirmed by electronic confirmation of transmission generated by the sender’s machine) for any notice given by email:
If to Customer:
18
c/o StoneMor Partners L.P.
3600 Horizon Boulevard, Suite 100
Trevose, PA 19053
Attn: Tom Connolly
Office: 215-826-2808
Email: tconn@stonemor.com
With a copy to:
If to Supplier:
c/o StoneMor Partners L.P.
3600 Horizon Boulevard, Suite 100
Trevose, PA 19053
Attn: Lorena L. Trujillo, Assistant General Counsel
Office: 215-826-2865
Email: ltrujillo@stonemor.com
Moon Landscaping
145 Moon Rd
Box 673
Chesapeake City, MD 21915
Attn: William Hutchins
V.P. and General in-house Counsel
Office: 443-350-3674
Email: bhutchins@moonlandscaping.com
21.
Miscellaneous.
(a)
(b)
(c)
Attorneys’ Fees and Costs: In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs.
Waiver of Jury Trial: THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.
Governing Law; Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. This Agreement shall not be more strictly
construed against one party or the other by reason of the rule of construction that a document is to be construed most strictly against the party who itself or through its agent prepared the same, it being
agreed that the agents of all parties hereto have participated in the preparation of this Agreement. Both parties expressly agree that any and all legal proceedings arising under this Agreement will be
brought exclusively in the state and federal courts located in the Commonwealth of Pennsylvania.
(d)
Binding Effect: This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding the foregoing, neither this
19
Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, by Supplier without Customer’s prior written consent, which may be withheld in Customer’s sole
discretion.
No Waiver: No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing
waiver, nor shall a waiver in any instance constitute a waiver in any subsequent instance. No waiver shall be binding unless executed in writing by the party making the waiver.
Waiver And Release Of Lien Rights: To the extent permitted by applicable law, Supplier specifically waives and releases any claims it may have to a lien on or with respect to the Properties or any other
assets of Customer, and shall not file any notice of claim or assert any lien or claim of lien with respect to any amounts that may be due to it. Supplier shall, from time to time, execute such lien waivers
and releases as may be reasonably required by Customer or to otherwise effectuate this provision.
Entire Agreement: This Agreement, including any schedules and exhibits attached hereto, shall constitute the entire Agreement between the parties hereto, and no modification thereof shall be effective
unless made by supplemental agreement in writing executed by the parties hereto.
Severability: If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this
Agreement shall be valid and be enforced to the fullest extent permitted by law.
Counterparts; Electronic Signatures: This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of
which shall constitute one and the same instrument. Facsimile and electronically transmitted signatures (such as a PDF) shall for all purposes be treated as originals.
Rules of Construction. (a) Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (b) the word
“including” and words of similar import shall mean “including, without limitation,” (c) provisions shall apply, when appropriate, to successive events and transactions, and (d) the headings contained
herein are for reference purposes only and shall not affect in any way the meaning or interpretation of the Agreement.
Further Assurances. During the Term and at all times thereafter, each Party shall provide to the other Party, at its request, reasonable cooperation and assistance (including the execution and delivery of
affidavits, declarations, oaths, assignments, samples, specimens and any other documentation) as necessary to effect the terms of the Agreement.
Force Majeure. Each Party will be excused from performance under the Agreement for any period and to the extent (and only to the extent) that it is prevented from or delayed
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
20
in performing any obligations pursuant to the Agreement, in whole or in part, as a result of a Force Majeure Event. If either Party is prevented from, or delayed in performing any of its obligations under
the Agreement by a Force Majeure Event, it shall promptly notify the other Party verbally (to be confirmed in writing within twenty-four (24) hours of the inception of the delay) of the occurrence of a
Force Majeure Event and describe, in reasonable detail, the circumstances constituting the Force Majeure Event and of the obligations, the performance of which are thereby delayed or prevented. The
Party claiming that a Force Majeure Event has occurred shall continue to use commercially reasonable efforts to mitigate the impact or consequence of the event on the other Party and to recommence
performance whenever and to whatever extent possible without delay. In the event of any Force Majeure Event, Customer shall not pay any fees in respect of the Services so affected.
[SIGNATURE PAGE FOLLOW
21
By signing this Agreement in the space provided below, each party hereby represents and confirms that it has full power and authority to enter into this Agreement on its own behalf, and that this Agreement is a legally binding
obligation of such party.
CUSTOMER:
STONEMOR OPERATING LLC,
a Delaware limited liability company
By:
Name:
Title:
/s/ Tom Connolly
Tom Connolly
SVP, Business Planning & Operations
[Signatures continue on following page.]
[Signature Page to Master Services Agreement]
SUPPLIER:
MOON LANDSCAPING, INC.,
a Pennsylvania corporation
By:
Name:
Title:
/s/ William Hutchins
William Hutchins
President
[Signature Page to Master Services Agreement]
Exhibit A. Definitions.
“Affiliate” means, with respect to a Party, any entity at any tier that controls, is controlled by, or is under common control with that Party. For purposes of this definition, the term “control” (including with
correlative meanings, the terms “controlled by” and “under common control with”) means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of an entity, whether
through the ownership of voting securities, by trust, management agreement, contract or otherwise.
“Assigned Agreements” means those certain landscaping agreements originally executed by Customer (or an Affiliate thereof) pursuant to which Customer engaged one or more third parties to perform
landscaping and other services at the sites identified on Schedule 5 attached hereto (the “Outsourced Sites”). Customer has assigned to Supplier, and Supplier has assumed from Customer, all of Customer’s right, title and
interest in and to Assigned Agreements pursuant to that certain Landscape Services Agreement (Outsourced StoneMor Sites—2020) dated as of December 20, 2019 executed by and between Customer and Supplier.
“Claim” means any civil, criminal, administrative, regulatory or investigative action or proceeding commenced or threatened by a Third Party, including Governmental Authorities and regulatory agencies,
however described or denominated.
“Customer Equipment” means those machines, equipment, materials and other components necessary to provide the Services that are owned by Customer.
“Disaster Recovery Plan” means a disaster recovery plan developed by Supplier in accordance with Section 3(e).
“Equipment” means Customer Equipment and Supplier Equipment.
“Force Majeure Event” means an event(s) meeting both of the following criteria:
(1)
Caused by any of the following: (a) catastrophic weather conditions or other extraordinary elements of nature or acts of God (other than localized fire or flood); (b) acts of war (declared or undeclared),
acts of terrorism, insurrection, riots, civil disorders, rebellion or sabotage; and (c) quarantines, embargoes and other similar unusual actions of federal, provincial, local or foreign Governmental
Authorities. Force Majeure Events generally do not include (i) vandalism, (ii) the regulatory acts of Governmental Authorities, (iii) Supplier’s inability to obtain hardware or software, on its own behalf
or on behalf of Customer, or its inability to obtain or retain sufficient qualified personnel, except to the extent such inability to obtain hardware or software or retain qualified personnel results directly
from the causes outlined above, or (iv) any failure to perform caused solely as a result of a Party’s lack of funds or financial ability or capacity to carry on business; and
(2)
The non-performing Party is without fault in causing or failing to prevent the occurrence of such event, and such occurrence could not have been prevented or circumvented through the use of
commercially reasonable alternative sources, workaround plans or other means.
“Governmental Authority” means any nation or government, any federal, state, province, territory, city, town, municipality, county, local or other political subdivision thereof or thereto,
Exhibit A-1
any quasi-Governmental Authority, and any court, tribunal, arbitral body, taxation authority, department, commission, board, bureau, agency, instrumentality thereof or thereto or otherwise which exercises executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.
“Law” means all applicable laws (including those arising under common law), statutes, codes, rules, regulations, reporting or licensing requirements, ordinances and other pronouncement having the effect of
law of the United States, any foreign country or any domestic or foreign state, county, city, province or other political subdivision, including those promulgated, interpreted or enforced by any Governmental Authority. Law
includes Privacy Laws.
“Losses” means any judgments, settlements, awards, losses, charges, liabilities, penalties, interest claims (including Taxes and all related interest and penalties incurred directly with respect thereto), however
described or denominated, and all related reasonable costs, expenses and other charges (including all reasonable attorneys’ fees and reasonable internal and external costs of investigations, litigation, hearings, proceedings,
document and data productions and discovery, settlement, judgment, award, interest and penalties), however described or denominated.
“New Services” means the functions, responsibilities, activities, tasks and projects outside the scope of the Services that Supplier may provide to the Customer on terms to be agreed upon pursuant to Section 4.
“Party” or “Parties” means Customer and/or Supplier, as parties to the Master Agreement.
“Statement of Work” means a statement of work entered into by the Parties describing the Services to be provided by Supplier under that Statement of Work and the attached Schedules.
Supplier’s failure to comply with such Service Level Specifications, including applicable Service level credits, procedures for modifying and improving Service Level Specifications and related provisions.
“Service Level Agreement” means the schedule to each Statement of Work specifying the Service Level Specifications applicable to the Services described in each such Statement of Work, remedies for
“Service Level Specifications” means the standards of performance to be met or exceeded by Supplier in providing the Services, as set forth in the applicable Service Level Agreement.
“Supplier Equipment” means all equipment owned or leased by Supplier that is used, directly or indirectly, to provide the Services.
duties or fees imposed on or measured by net or gross income or gross receipts, capital stock or net worth or in the nature of an income, capital, franchise, or net worth tax.
“Tax” means federal, state and local sales, use and other similar types of transfer taxes or fees, however designated or imposed, which are in the nature of a transaction tax or fee, but not including any taxes,
“Third Party” means a business or entity other than the Customer or the Supplier or any of their respective Affiliates.
“Third Party Agreements” means those agreements for which Supplier has undertaken financial, management, operational, use, access and/or administrative responsibility and/or benefit in connection with
the provision of the Services, and pursuant to which the Customer has contracted with a Third Party Provider to obtain any Third Party products, software and/or services that will be used, accessed and/or managed in
connection with the Services.
Exhibit A-2
“Third Party Provider” means a business or entity other than the Customer or the Supplier or any of their respective Affiliates that provides products, software and/or services under a Third Party Agreement.
Exhibit A-3
Exhibit B (Statement of Work)
(See attached)
Exhibit B
Exhibit C (Success Metrics)
(See attached)
Exhibit C
Schedule 1 (Properties & Roll-Out Schedule)
(See attached)
Schedule 1
Schedule 2 (Work Order Management System)
(See attached)
Schedule 2
Schedule 3 (Leased Vehicles and Equipment)
(See attached)
Schedule 3
Schedule 4 (Pricing Schedule)
(See attached)
Schedule 4
Schedule 5 (Outsourced Sites)
(See attached)
Schedule 5
STONEMOR - MOON MSA EXHIBIT B (Statement of Work) & SCHEDULE 2 (Work Order Management System): Cemetery and Funeral Home Maintenance
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Maintenance
Scheduled or Unscheduled Events
Space Verificaton
Probbing/Space Verification
GM or ADMIN will find/locate spaces for sales reps and customers. This will include space and lot verification. Space and
Lot information will be sent to Supplier.
Supplier will perform any surveying needed for the location.
Blind check procedures: Supplier will perform blind check procedures to avoid compliance issues to avoid missed burials.
This blind check procedures will also need to occur for at-need sales or pre need becoming at need
Maintenance will be in charge of locating the lot and placing flags in that spot, the family will then confirm this is the correct
spot
Final sign off performed by the location Admin
Outdoor Cermonies
Setup, Opening/Lowering (Interment
Service Prep), Service procedures and
Equipment
Prior to the event, supplier will be responsible for the carpeting, putting out chairs, mowing/trimming a ~100 ft radius to the
plot prior to the service and setting up tents for the ceremonies, specifications will be defined during the pilot program
These events can happen any day and at short notice.
Supplier will be required to have staff in place to service any request
Supplier will be responsible for opening the graves and installing both the vault and casket. In some cases, vaults will
have been preinstalled, if damage occurs to vaults, refer to “Replacement” section.
During the service the crew should be mindful of the family and attendees. For example, but not limited to: avoiding the
area of the service, noise levels, overall conduct.
Clean up and filling in grave accordingly and Radius for additional treatment completed (~100ft)
Supplier will be responsible to maintain the needed equipment to perform the opening, lowering and closing
Unscheduled Events*
Indoor Cermonies
Setup, Entombment, Inurnment
Supplier will be responsible for the set-up of indoor ceremonies. After in- door ceremonies supplier will be responsible for
moving the casket to storage until it is installed at scheduled time.
Supplier will be responsible for the opening of the tomb in the mausoleum and entombing the casket, if the cover has not
been delivered prior to the service a temporary cover will be installed. Upon delivery of the correct cover the supplier will
be responsible for installing these and treating them as a “Scheduled Event”
Supplier will be responsible for placing the urn in the niche, urn lot (depending on the location of the burial). Supplier will
then close the lot
with either a temp cover installed, or the inscriber will do it after the
Time Constraints
<24 hrs
Urgency
High
Work Orders
Metrics/Criteria
Success
MTTR - response time and
resolution
GM and/or Admin will submit WO to Supplier
Space Verification
Completed or No
Timing of completion
< 24 hrs
High
GM and/or Admin will submit WO to Supplier (All
inclusive of the work order)
Set-up completed prior to family arrival
On-time or Delayed
Timing of completion
< 24 hrs
High
GM and/or Admin will submit WO to Supplier
Set-up completed prior to family arrival
On-time or Delayed
Timing of completion
Scheduled Events
Vaults
Pre-Installed Vaults
Pre-installed vaults include, opening the grave, installing the vault and fully closing the grave
Supplier will be responsible for scheduling and completing the required number of pre-installed vaults as indicated by
(XX) in the defined work order tool. The supplier can use their discretion to schedule and deploy their team. If damage
occurs to the installation of vaults, please refer to the
“Replacement” section.
Installation of the "pre- installed vault"
should be within 30 days of Product
Delivery Date
Low
GM and/or Admin will submit WO to Supplier
What % of outstanding VICs - preinstalled
vaults,
Tracking notifaction of Vault
delievery, vaults passed 30
days
Timing of completion
Scheduled Events
Mausoleums/
Columbariums
In-door Installment
Supplier will be responsible for scheduling and completing the installment of covers in the Mausoleums/ Columbariums.
The supplier can use their discretion to schedule and deploy their team based on the product
deliveries (completed/engraved covers).
Installation within 2 weeks of Product
Delivery Date
Medium
GM and/or Admin will submit WO to Supplier
n/a
n/a
n/a
Scheduled Events
Markers/Bases
in-door or out-door installment
Supplier will be responsible for scheduling and installing bases and makers. Markers/bases/Accessories may not be
delivered for the ceremony or at the same time as the base, the supplier will manage and handle both installations and
will use their discretion to ensure it is completed in a timely manner, no later than 2 weeks after the delivery of the
marker, subject to winter weather conditions. If damage occurs during installation, please refer to the “Replacement”
section.
Installation within 2 weeks of Product
Delivery Date
Medium
GM and/or Admin will submit WO to Supplier
New work orders that went uninstalled:
markers, headstones. % of backlog that is
reduced (marker has been delivered and not
installed).
Tracking notifications of
Markers/bases/c overs for
installation, Passes X days
Timing of completion
% Any new work orders did they miss , when a
markers is delivered must
Correct Cover
Entombment
If the cover has not been delivered prior to the service a temporary cover
will be installed. Upon delivery of the correct cover the supplier will be responsible for installing these and treating them
as a “Scheduled Event”
Installation immediate of Product
Delivery Date
Medium
Supplier submits WO to GM
Unscheduled Events
Maintenance Inspection
Out of Scope services
Supplier shall monitor the Facilities during their maintenance visits and promptly report to General Manager or designee
any needed repair or maintenance work that is outside of the scope of the Services, and shall report to General Manager
or designee any vandalism, illegal dumping,
or other illegal activity.
Immediately during inspe
Medium
Supplier submits WO to GM
be installed within 2 weeks is what is currently
used
n/a
n/a
n/a
n/a
n/a
n/a
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Maintenance
Scheduled Events
Decorations
Holiday /
Seasonal
Events
Supplier will manage the
ordering and setup of
seasonal, events, and
ordered decorations
Holidays: Supplier will offer the option or provide to all lots, decorations (flags, flowers, etc). StoneMor will provide decorations
to be installed by Supplier. Example; flags for memorial day and any holiday that requires decorations other than flowers.
Decorations will be removed at direction of park management or general best practices (IE if flag has fallen upon discovery). All
decorations will be maintained and removed in accordance with park regulations.
Supplier will manage orders for all decorations.
Supplier will place flowers/decorations at grave sites when orders are received.
Debris and Litter pick up will be conducted on an ongoing basis
Urgency
Work Orders Metrics/Criteria Success
MTTR - response time and
resolution
Medium
n/a
n/a
n/a
n/a
Time
Constraints
Installation
prior
Holiday
Seasonal
Event
to
/
Scheduled Events
Collecting
Caskets
Transportation of caskets
from offsite locations to
funeral homes
Supplier will be responsible for collecting and delivering caskets from offsite locations when needed.
Scheduled Events
Construction
Buildings, etc.
Supplier will lead the construction of fixtures throughout the park, if proposed project is out of Supplier’s ability, they will find
outside vendor. Supplier will work with StoneMor to provide new and innovative ideas to
incorporate new fixtures around the park
Date of
completion
will be enter
on WO
TBD
Medium
Low
GM and/or
Admin will
submit WO to
Supplier
n/a
n/a
n/a
Scheduled Events
Additional
Investment
Improvements
Supplier will provide StoneMor with annual investment ideas to improve the park, as well as a monetary amount that they will
contribute. Supplier will propose any improvements directly to their point of contact
A list of proposed improvement shall be provided to StoneMor corporate in
preparation for budget cycles each year.
TBD
Low
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Scheduled Events
Replacement
(Damage to
Markers,
Benches Etc.)
Markers, Benches, Granite
Cover, Vaults
In the result of damage to Markers, supplier will be required to file replacement order and cover replacement cost. Markers,
Benches, etc. should be ordered by us and reimbursed or put on a new account. Many times, reasonable alternative must be
discussed with families.
In the result of damage to granite covers during the installation in Mausoleums/ Columbariums, suppliers will file replacement
orders and cover replacement costs.
If damage occurs during the initial opening of the vault and prior to closing, the Supplier is required to cover 100% of the
cost.
If damage occurs when reopening of the vault, the Supplier and StoneMor
will split the cost 50/50
Immediate High
Supplier
submits WO
to GM
Repair
Completion
Tracking notifactions
of Markers/bases/c
overs for installation,
Passes X days
Timing of completion
Scheduled Events
In Door Facility
Maintenance
(Cleaning,
repairing etc.)
Mausoleum Cleaning
Walk-thru Mausoleum buildings to check on and ensure cleanliness of bathrooms, that all lightbulbs are operational and that
entrances are clear of debris. All fixtures are free of cobwebs and dust. Floors swept and
mopped.
Immediate Medium
n/a
Scheduled Events
General Facility
Maintenance
(Cleaning,
repairing etc.)
Park, Buildings etc.
Supplier will utilize staff to maintain a clean and neat appearance in the park. Included are “as necessary” services, not limited
to, power washing buildings and features, touch up of features throughout the park (i.e. painting and cleaning), additional
services that will enhance the appearance of the building (not including capital expense projects), such as paint touch up,
minor repairs and rinsing windows and doors.
Supplier will provide services to maintain inside the building including but not limited to: lightbulb replacement, minimal
plumbing, cleaning, if supplier is not capable of these services they will provide an outside vendor and will follow the approval
process for the fee.
Medium
Immediately
during
General
Cleaning
GM and/or
ADMIN
submit WO
along with
issue
Completed or No
Timing of completion
Work order system
Timing of completion
Clean-up
completed
within a
reasonable time
period
Work orders -
minor (light
bulb, cleaning)
Work orders -
major (urgent
matters)
Scheduled Events
Pest Control
Indoor & Outdoor
Supplier will handle or outsource any necessary pest control for both
indoor facilities and around the park.
Unscheduled Events
Complaints
All Maintenance Issue
Complaints
Customer Complaints received about Maintenance issues (Mausleum is
dirty, damage marker etc)
Immediate
Low
<24 hrs
High
Supplier
submits WO
to GM
GM and/or
ADMIN
submit WO
along with the
type of
complaint
n/a
n/a
n/a
Resolution Time Completed or No
Timing of completion
*Time Sensitive: These events will be requested and needed to be completed on short notice, please take this into consideration when quoting and scheduling. These events can happen any day and within 24 hours. Supplier will be required
STONEMOR - MOON MSA EXHIBIT B (Statement of Work) & SCHEDULE 2 (Work Order Management System): Cemetery and Funeral Home Landscaping
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Landscaping
Physical Inspection prior to mowing
and/or trimming Damaged Irrigation
Heads Loss or Misplaced flowers
Scheduled
Inclement Weather on schedule
mowing day
Mowing
Trimming and / or Edging
Grounds
Condition of Bushes & Trees (Dead,
removal and/or replace)
Irrigation heads are retracted, remove trash and foreign debris but not
limited to, items such as limbs, sticks, wilted flowers placed by visitors,
silk and /or plastic flowers placed on ground
Flag damaged or broken irrigation heads and submit WO to GM.
Return to a permanet vase if it can be identifed.
Unmatched flowers sent back to Maintenance area for storage and/or
disposed as directed by GM.
Broken or malfunctioning vases will be marked with colored flags to
avoid
futher damage.
Mowing will follow the next acceptable mowing day.
If grounds are too wet to allow acceptable mowing NO mowing will
occur. (Tracking or ruttinging of the site is Unacceptable)
If slightly wet conditions during mowing, do track clipping and / or mud
on
hard surfaces. If occurs supplier will clean up.
Produce an even appearance with high and low spots.
Adjust mowing heights throughout the year as specified by the GM.
GM reserves the right to refuse the use of a mower on contracted
property if mower is not producing acceptly even finish.
Maintenance yards will be maintained in accordance with level “C” turf
area standards. Unless in view of areas of area(s) A
Turf in land care levels A, B and C will be mowed evenly at a height
suitable to the turf variety, but will be allowed to grow exceedingly tall
above
Trimming and/or edging around all fixed objects (excluding monuments
and markers) will occur at each scheduled mowing cycle regardless of
assigned maintenance “land care level”.
Fixed objects include but are not limited to pavement edges and curbs,
light poles, sign posts, trees (specified by General Manager or
designee), walls and fences, sidewalks an
Trimming and/ or edging around monuments and / or markers will occur
at
each scheduled mowing cycle in land care level “A” and every other
cycle regardless of assigned “land care level”.
Provider will inspect bushes/trees and maintain a canopy of 10 feet
above ground level in all areas of the park where foot traffic occurs.
Dead branches are to be removed and dying/diseased trees are to be
identified and brought to the attention of the park staff.
If any trees die or require removal, the supplier will suggest
replacement options.
Urgency
Medium
Work Orders
Supplier submits WO to GM
n/a
Metrics/
Criteria
Success
n/a
MTTR - response
time and resolution
n/a
Medium
n/a
Medium
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Medium
n/a
n/a
n/a
n/a
Medium
n/a
Hardscape and landscape
Hardscape and landscape bed maintenance (including paving cracks
and crevices) will include removal of grass, weeds or other unwanted
plant material by either manual or chemical means.
Medium
n/a
Turf applications
Turf applications will be performed for weed and broadleaf control at
the providers discretion based on best practices to manage weed
growth and enhance the quality of the turf.
Medium
n/a
Grave Leveling
Supplier will be responsible to level any graves monuments and
markers that impact the appearance of the park
Medium
n/a
Ground Inspections
Supplier will perform regular inspections and grounds walk throughs to
confirm the parks are maintained to the agreed upon standards
Medium
Seasonal Planting of Flowe
Supplier will be responsible for seasonal planting of flowers that impact
the appearance of the park
Medium
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Events
Category
Descriptions
Instructions
Cemetery & Funeral Home Landscaping
Snow Plowing
When snow has fallen no trimming or mowing is needed.
Supplier will take necessary steps to avoid any damage to the roads and grounds, if any damage occurs supplier will be
responsible to repair.
Snow events will include pre-treatment with salt and plowing as necessary to maintain safe roadways and walkways.
The Supplier is responsible for maintaining clean and safe sidewalks, roadways, fire lanes, doorways, roads throughout the site,
entrances to the site, and pathways. In order to ensure that these tasks are performed in a timely manner, the Supplier, and any
Supplier they may supplement their work with, is required to be available curing the site business hours. If at any time inclement
weather is present, the Supplier shall provide the necessary labor, equipment, and materials to remove ice and snow from the
sites listed in this contract in a safe and timely fashion. In addition, the Supplier is to be responsible for any damage
caused to any of the sites listed in the contract during the course of snow removal. This damage includes, but is not
limited to; concrete or asphalt damage to roadways, walkways, curbs, concrete bollards, stone buffers, edging, turf,
plant material, signage and markers. Additionally, any damage caused should be reported in the Work Order tool within
24 hours.
Supplier will be prepared at each site to service and maintain a safe standard at the site, during the cemetery business hours.
Supplier will be responsible for managing and determining how often follow-up service is needed, Supplier should maintain the
standard of cleaned roads, walkways, etc, regardless of the duration.
Supplier will use the necessary de-icing material that is approved for that location/state, the supplier will cover the cost of the
material.
Roadways / Sidewa
Metrics/
Criteria Success
MTTR - response
time and resolution
n/a
n/a
n/a
Urgency
High
Work
Orders
Supplier
submits
WO to
GM for
any
damages
due to
snow
removal
All Ground Complaints
Customer complaints received about the conditions of the Grounds(Headstone dirty, Mausoleum floors dirty, Grass not cut
etc)
High
Unscheduled
Complaints
Reduced
number of
complaints
Complaint
systems
Timing for resolution
GM
and/or
ADMIN
submit
WO
along
with the
type of
complaint
•
The expectation is that the Supplier and StoneMor mutually define and agree upon standards for ‘A’, ‘B’ and ‘C’ areas, and the Supplier will provide the work needed to maintain these standards.
M owing: De
T rimming/edging: De
A dditional Lan
T ree Work
•
•
•
•
•
•
•
•
•
•
•
A Level – will stay between 3 – 4 inches, frequency of cuts at supplier’s discretion
B Level – will stay between 3 – 5 inches, frequency of cuts at supplier’s discretion
C Level – will stay between 3 – 7 inches, frequency of cuts at supplier’s discretion
A Level – all areas in the A level section should remain neatly trimmed; frequency of services at supplier’s discretion
B Level – Should remain a consistent appearance and not appear overgrown.
C Level – Should remain manageable. Visible C Level areas to the general public should be maintained as a B Level.
•
Supplier will maintain the front entrance of all parks to a high standard, this will include flowers, decorations, trimming of hedges, etc. Additional landscaping throughout the park will be defined by A, B, C level standards below.
A Level – Hedges shall maintain a neat and clean appearance upon inspection after each service.
B Level – Should be trimmed once at the beginning of the season and again at the end of the season to maintain a nice consistent appearance.
C Level – Should be trimmed as needed to eliminate an unkept appearance or if a safety hazard is present.
Supplier will propose new opportunities/recommendations that can improve the parks (including possibility of joint investment)
Supplier will do necessary maintenance to keep all trees alive and trimmed based on the standards defined for A, B, C level areas of the park.
-
-
-
A Level
B Level
C Level
STONEMOR - MOON MSA SCHEDULES 1& 5
STONEMOR - MOON MSA SCHEDULES 1& 5 StoneMor Field Organiza on Moon Organiza on 251 251 George Washington Cemetery 80 Stenton Avenue Plymouth Mee ng,PA 19462 253 253 Sunset Memorial Park NE 333 W. County Line Rd Hun ngdon Valley, PA 19006 360 5559 Riverside Cemetery 200 South Montgomery Ave. Norristown, PA 19403 919 919 Kirk & Nice @ Sunset 333 County Line Road Feasterville, PA 19053 920 920 Kirk & Nice Funeral Home 80 Stenton Avenue Plymouth Mee ng,PA 19462 441 5586 Prospect Cemetery 501 Prospect Street East Strousburg, PA 18301 705 5819 Laurelwood Cemetery 901 Bryant Street Stroudsburg, PA 18360 354 5517 Bethlehem Memorial Park 1851 Linden Street Bethlehem, PA 18017 462 5626 Woodlawn Memorial Park Assn. 1500 Airport Road Allentown, PA 18103 613 613 Cedar Hill Memorial Park 1740 Airport Road Allentown, PA 18109 614 614 Grandview Cemetery 2735 Walbert Ave Allentown, PA 18104 615 615 Laurel Cemetery 2735 Walbert Ave Allentown, PA 18104 616 616 Arlington Memorial Park 1700 Airport Rd. Allentown, PA 18109 816 816 Weber Funreral Home 502 Ridge Ave Allentown, PA 18102 817 817 Weber Funeral Home 1619 Hamilton Street Allentown, PA 18102 818 818 Norcross-Weber FH 101-B North Main St Coopersburg, PA 18036 25 2127 Greenwood Cemetery 719 Highland Ave Lancaster, PA 17603 30 2137 Pleasant View Cemetery 650 Fritztown Road Sinking Spring, PA 19608 403 5569 Morris Cemetery 225 East Schuylkill Rd Po stown, PA 19465 464 5628 Mt. Zion Cemetery & Mausoleum 225 East Schulykill Rd Po stown, PA 19465 469 5633 Grand View Memorial Park 500 N Weber Street Lebanon, PA 17046 470 5634 Woodlawn Memorial Gardens - PA 4855 Londonderry Road Harrisburg, PA 17109 495 5672 Riverview Memorial Gardens 3776 Peters Mountain Rd Halifax, PA 17032 496 5673 Cumberland Valley Memorial 1921 Ritner Highway Carlisle, PA 17013 497 5674 Tri County Memorial Gardens 740 Wyndamere Road Lewisberry, PA 17339 498 5675 Blue Ridge Memorial Gardens 6701 Jonestown Road Harrisburg, PA 17112 501 5698 Prospect Hill 4855 Londonderry Rd. Harrisburg, PA 17109 502 5699 Westminster Cemetery 1159 Newville Road Carlisle, PA 17013 811 811 Heintzelman FH Centre Co 1037 Benner Pike State College, PA 16801 145 2240 Twin Hills Memorial Park 3332 Lycoming Mall Drive Muncy, PA 17756 300 2267 Juniata Memorial Park 9010 Us Hwy 522 S Lewistown, PA 17044 455 5619 Blair Memorial Park 3234 E Pleasant Valley Bl Altoona, PA 16601 457 5621 Centre County Memorial Park 1032 Benner Pike State College, PA 16801 475 5771 Tioga County Memorial
Gardens 62 Rt. 54 Highway Montgomery, PA 17752 529 5682 Parklawn Memorial Gardens 14732 Boot Jack Road Ridgway, PA 15853 536 5713 Green Lawn Memorial Park 62 Route 54 Highway Montgomery, PA 17752 466 5630 Greene County Memorial Park 1003 Jefferson Rd Waynesburg, PA 15370 617 617 Lafaye e Memorial Park PO Box 308 Brier Hill, PA 15415 618 618 Sylvan Heights Cemetery 603 N. Galla n Ave Uniontown, PA 15401 727 727 FOREST LAWN GDNS 3739 Washington Rd McMurray, PA 15317 813 813 Stephen R.Hakey FH 603 North Galla n Avenue Uniontown, PA 15401 459 5623 Mt. Lebanon Cemetery - PA 509 Washington Road Pi sburgh, PA 15228 460 5624 South Side Cemetery 1404 Brownsville Road Pi sburgh, PA 15210 4/16/2020 YES 4/16/2020 YES 4/16/2020 YES 4/16/2020 YES 4/16/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/27/2020 YES 4/27/2020 YES 4/16/2020 YES 4/16/2020 YES 4/27/2020 YES 4/27/2020 YES 4/27/2020 NO 4/27/2020 YES 4/27/2020 YES 4/27/2020 YES 4/27/2020 YES 4/27/2020 YES 5/26/2020 YES 5/26/2020 NO 5/26/2020 NO 5/26/2020 NO 5/26/2020 NO 5/26/2020 NO 5/26/2020 NO 5/26/2020 NO 5/11/2020 YES 5/11/2020 YES 5/11/2020 YES 5/11/2020 YES 5/11/2020 YES 5/11/2020 YES 5/11/2020 YES North NA1 NC01 North NA1 NC01 North NA1 NC01 North NA1 NC01 North NA1 NC01 North NA1 NC02 North NA1 NC02 North NA1 NC03 North NA1 NC03 North NA1 NC03 North NA1 NC03 North NA1 NC03 North NA1 NC03 North NA1 NC03 North NA1 NC03 North NA1 NC03 North NA1 NC04 North NA1 NC04 North NA1 NC04 North NA1 NC04 North NA1 NC04 North NA1 NC04 North NA1 NC04 North NA1 NC04 North NA1 NC04 North NA1 NC04 North NA1 NC04 North NA1 NC04 North NA1 NC04 North NA2 NC05 North NA2 NC05 North NA2 NC05 North NA2 NC05 North NA2 NC05 North NA2 NC05 North NA2 NC05 North NA2 NC06 North NA2 NC06 North NA2 NC06 North NA2 NC06 North NA2 NC06 North NA2 NC07 North NA2 NC07 R4 Philadelphia - Non AOP R4 Philadelphia - Non AOP R4 Philadelphia - Non AOP R4 Philadelphia - Non AOP R4 Philadelphia - Non AOP R4 Allentown R4 Allentown R4 Allentown R4 Allentown R4 Allentown R4 Allentown R4 Allentown R4 Allentown R4 Allentown R4 Allentown R4 Allentown R4 Harrisburg R4 Harrisburg R4 Philadelphia - Non AOP R4 Philadelphia - Non AOP R4 Harrisburg R4 Harrisburg R4 Harrisburg R4 Harrisburg R4 Harrisburg R4 Harrisburg R4 Harrisburg R4 Harrisburg R3 Altoona R3 Altoona R3 Altoona R3 Altoona R3 Altoona R3
Altoona R3 Altoona R3 Altoona R3 South Pi sburgh R3 South Pi sburgh R3 South Pi sburgh R3 South Pi sburgh R3 South Pi sburgh R3 South Pi sburgh R3 South Pi sburgh 471 5635 Coraopolis Cemetery Main & Woodland Road P.O. Box 384 Coraopolis, PA 1 5/11/2020 YES 693 5833 Char ers Cemetery Company 801 Noblestown Road Carnegie, PA 15106 5/11/2020 YES 451 5615 Castleview Memorial Park 3010 Wilmington Road New Castle, PA 16105 5/11/2020 YES North NA2 NC07 R3 North Pi sburgh North NA2 NC07 R3 South Pi sburgh North NA2 NC08 R3 North Pi sburgh
453 5617 Crestview Memorial Park P.O. Box 975 Grove City, PA 16127-0975 463 5627 Sunset Hill Memorial Gardens 6615 Us 322 P.O. Box 188 Cranberry, PA 16319 583 5705 Mt. Airy Cemetery 2800 Old Freeport Rd Natrona Heights, PA 15065 812 812 Kyper FH @ Mt. Royal 2702 Mt Royal Blvd Glenshaw, PA 15116 66 2076 Shenandoah Memorial Park 1270 Front Royal Pk Winchester, VA 22602 124 2166 Sunset Memorial Park - MD 13800 Bedford. Rd. N.E. Cumberland, MD 21502 192 2226 Hill Crest Burial Park 10901 Mason Road Cumberland, MD 21501 282 5573 Panorama Memorial Gardens 4917 Strasburg Road Strasburg, VA 22657 283 5574 Evergreen Memorial Gardens - VA 13 S. Marye Lane Luray, VA 22835 284 5575 Hillcrest Memory Gardens 4160 Rixeyville Road Jeffersonton, VA 22724 303 303 All Saints Cemetery 291 Durham Road Newtown, PA 18940 304 304 All Souls Cemetery 3215 Manor Drive Coatesville PA 19320 305 305 Calvary Cemetery 199 Matsonford Road Conshohocken, PA 19428 306 306 Cathedral Cemetery 1032 N 48th Street Philadelphia PA 19428 307 307 Holy Cross Cemetery 626 Baily Rd Yeadon PA 19050 309 309 Holy Sepulchre Cemetery 3301 W Cheltenham Avenue Philadelphia PA19150 5/11/2020 YES 5/11/2020 YES 5/11/2020 YES 5/11/2020 YES 4/6/2020 NO 5/11/2020 YES 5/11/2020 YES 4/6/2020 NO 4/6/2020 NO 4/6/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES 4/20/2020 YES North NA2 NC08 North NA2 NC08 North NA2 NC08 North NA2 NC08 North NA2 NC09 North NA2 NC09 North NA2 NC09 North NA2 NC09 North NA2 NC09 North NA2 NC09 North NA3 NC10 North NA3 NC10 North NA3 NC10 North NA3 NC10 North NA3 NC10 North NA3 NC10 R3 North Pi sburgh R3 North Pi sburgh R3 North Pi sburgh R3 North Pi sburgh R3 Northern Virginia R3 South Pi sburgh R3 South Pi sburgh R3 Northern Virginia R3 Northern Virginia R3 Northern Virginia R4 Philadelphia - AOP R4 Philadelphia - AOP R4 Philadelphia - AOP R4 Philadelphia - AOP R4 Philadelphia - AOP R4 Philadelphia - AOP 310 310 Immaculate Heart of Mary Cemete Township Line Rd and Market Street Linwood PA 190 4/20/2020 NO North NA3 NC10 R4 Philadelphia - AOP 311 311 New Cathedral Cemetery Front Street & Kuzerne Steet Philadelphia PA 19140 4/20/2020 YES 312 312 Resurrec on Cemetery 5201 Hulmeville Rd Bensalem PA 19020 4/20/2020 YES 313 313 Saints Peter and Paul Cemetery 1600 S Sproul Rd Springfeild PA 19064 4/20/2020 YES 314 314 St. John Neumann Cemetery 3797 County Line Rd Chalfont PA 18914 4/20/2020 YES 315 315 St. Michael Cemetery 1811 Edgemont Avenue Chester PA 19013
4/20/2020 YES 36 2134 Newport Memorial Park 123 Howland Ave Middletown, RI 02842 6/29/2020 YES 37 2141 Trinity Cemetery 367 East Mail Street Middletown, RI 02842 6/29/2020 YES 107 2162 Beth Israel Cemetery US Hwy 1 North Woodbridge NJ 07095 6/29/2020 YES 109 2164 Cloverleaf Cemetery US Highway 1 South & Route 35 6/29/2020 YES 548 5685 Locustwood Memorial Park 1500 Route 70 West Cherry Hill, NJ 08002 6/29/2020 YES 670 5786 Arlington Park Cemetery 1620 Cove Road Pennsauken, NJ 08110 6/29/2020 YES 671 5787 Bethel Memorial Park 1620 Cove Road Pennsauken, NJ 08110 6/29/2020 YES 14 2117 Cedar Hill Cemetery 4111 Pennsylvania Avenue Suitland, MD 20746 4/13/2020 YES 15 2131 Lincoln Memorial Cemetery 4001 Suitland Road Suitland, MD 20746 4/13/2020 YES 156 2215 Washington Na onal Cemetery 4101 Suitland Road Suitland, MD 20746 4/13/2020 YES 800 3570 Cedar Hill Funeral Home 4111 Pennsylvania Ave Suitland, MD 20746 4/13/2020 YES 150 2207 Springhill Memory Gardens 27260 Ocean Gateway Hebron, MD 21830 4/13/2020 YES 151 5516 Henlopen Memorial Park 28787 Lockerman Rd. Milton, DE 19968 4/13/2020 YES 716 5841 Wicomico Memorial Parks, Inc. 721 Snow Hill Road Salisbury, MD 21804 4/13/2020 YES 601 601 Glen Haven Memorial Park 7215 Ritchie Hwy. Suite AA Glen Burnie, MD 21061 4/13/2020 YES 602 602 Columbia Cemetery 12005 Clarksville Pike Clarksville, MD 21029 4/13/2020 YES 728 5835 Lorraine Park Cemetery 5608 Dogwood Road Bal more, MD 21207 4/13/2020 YES 67 2075 Sunset-Fredericksburg 3702 Loren Drive Fredricksburg, VA 21830 4/6/2020 YES 68 2084 Oak Hill Cemetery 1902 Plank Road Fredericksburg, VA 22401 4/6/2020 YES 69 2180 Laurel Hill 10127 Plank Rd Spotsylvania, VA 22553 4/6/2020 YES 744 5849 Northern Neck Cemetery C/O Oak Hill 1902 Plank Rd Fredericksburg, VA 22401 4/6/2020 NO 803 803 Laurel Hill Funeral Home 10127 Plank Road Spotsylvania, VA 22553 4/6/2020 YES 591 5714 Roosevelt Memorial Park 1101 Campostella Road Chesapeake, VA 23320 1/20/2020 YES 745 5850 Crestview Cemetery 18599 Hwy 1 North Lacross, VA 23950 1/20/2020 NO 120 120 Southlawn Memorial Park 1911 Birdsong Rd S.Prince George, VA 23805 1/20/2020 YES 256 256 Sunset Memorial Park 2901 West Hundred Road Chester, VA 23831 1/20/2020 YES 255 255 Greenwood Memorial Gardens 12609 Pa erson Avenue Richmond, VA 23238 1/20/2020 YES North NA3 NC10 R4 Philadelphia - AOP North NA3 NC10 R4 Philadelphia - AOP North NA3 NC10 R4 Philadelphia - AOP
North NA3 NC10 R4 Philadelphia - AOP North NA3 NC10 R4 Philadelphia - AOP North NA4 NC11 R4 New Jersey North NA4 NC11 R4 New Jersey North NA4 NC11 R4 New Jersey North NA4 NC11 R4 New Jersey North NA4 NC11 R4 New Jersey North NA4 NC11 R4 New Jersey North NA4 NC11 R4 New Jersey North NA4 NC12 R4 Maryland North NA4 NC12 R4 Maryland North NA4 NC12 R4 Maryland North NA4 NC12 R4 Maryland North NA4 NC13 R4 Maryland North NA4 NC13 R4 Maryland North NA4 NC13 R4 Maryland North NA4 NC14 R4 Maryland North NA4 NC14 R4 Maryland North NA4 NC14 R4 Maryland North NA5 NC15 R3 Northern Virginia North NA5 NC15 R3 Northern Virginia North NA5 NC15 R3 Northern Virginia North NA5 NC15 R3 Northern Virginia North NA5 NC15 R3 Northern Virginia North NA5 NC16 R3 South East Virginia North NA5 NC16 R3 South East Virginia North NA5 NC17 R3 South East Virginia North NA5 NC17 R3 SouthEastVirginia North NA5 NC18 R3 SouthEastVirginia
473 473 Forest Lawn Cemetery VA 4000 Pilots Lane Richmond, VA 23222-1299 274 2249 Henry Memorial Park 8443 Virginia Ave Basse , VA 24055 399 5529 Roselawn Burial Park 103 Clearview Dr Mar nsville VA 24112 188 2095 Roselawn Memorial Gardens 2880 North Franklin St. Chris ansburg, VA 24073 346 2287 Rockbridge Memorial Gardens 116 Peaceful Lane Lexington, VA 24450 430 5601 Augusta Memorial Park 1775 Goose Creek Road Waynesboro, VA 22980 431 5602 Alleghany Memorial Park 7008 Winterberry Road Covington, VA 24426 449 5640 Oaklawn Mausoleum 1921 Shu erlee Mill Road Staunton, VA 24401 492 5776 Birchlawn Burial Park 177 Birchlawn Circle Pearisburg, VA 24134 653 5780 Old Dominion Memorial Gardens 7271 Cloverdale Road Roanoke, VA 24019 802 3398 Roselawn Chapel Fun.Home 103 Clearview Drive Mar nsville, VA 24112 258 2253 Altavista Memorial Park 642 Wards Road Altavista, VA 24517 596 5730 Briarwood Memorial Gardens 1823 S Amherst Hwy Amherst, VA 24521 597 5731 Virginia Memorial Park 11490 Forest Rd. Forest, VA 24551 598 5732 Fort Hill Memorial Park 5196 Fort Avenue Lynchburg, VA 24502 180 2090 Powell Valley Memorial Gardens 5650 Powell Valley Road Big Stone Gap, VA 24219 244 2225 Rural Retreat 7764 W.Lee Hwy Rural Retreat, VA 24368 254 254 Clinch Valley Cemetery 3201 West Front Street Richlands, Va 24641 275 2248 Roselawn Cemeteries 4410 Lee Hwy Marion, VA 24354 276 2259 Mt. Rose 10069 Cresent Rd Glade Spring, VA 24340 499 5649 Russell Memorial Park 154 Huckleberry Rd Lebanon, VA 24266 654 5781 Temple Hill Memorial Park 2529 Memorial Drive Castlewood, VA 24224 176 2091 Montgomery Memorial Park 9619 E. Dupont Avenue London, WV 25126 177 2098 Pineview Cemetery 21557 Coal River Road Orgas, WV 25148 182 2088 Highland Memory Gardens 42 Highland Memory Lane Chapmanville, WV 25508 1/20/2020 YES 1/20/2020 YES 1/20/2020 YES 1/20/2020 YES 1/20/2020 NO 1/20/2020 NO 1/20/2020 NO 1/20/2020 NO 1/20/2020 NO 1/20/2020 NO 1/20/2020 YES 1/20/2020 YES 1/20/2020 YES 1/20/2020 YES 1/20/2020 YES 1/20/2020 YES 1/20/2020 NO 1/20/2020 YES 1/20/2020 NO 1/20/2020 NO 1/20/2020 NO 1/20/2020 NO 5/4/2020 NO 4/22/2020 NO 4/27/2020 NO North NA5 NC18 R3 South East Virginia North NA5 NC19 R3 Western Virginia North NA5 NC19 R3 Western Virginia North NA5 NC20 R3 Western Virginia North NA5 NC20 R3 Western Virginia North NA5 NC20 R3 Western Virginia North NA5 NC20 R3 Western Virginia North NA5 NC20 R3 Western Virginia North NA5 NC20 R3 Western Virginia North NA5
NC20 R3 Western Virginia North NA5 NC19 R3 Western Virginia North NA5 NC21 R3 Western Virginia North NA5 NC21 R3 Western Virginia North NA5 NC21 R3 Western Virginia North NA5 NC21 R3 Western Virginia North NA5 NC22 R3 Western Virginia North NA5 NC22 R3 Western Virginia North NA5 NC22 R3 Western Virginia North NA5 NC22 R3 Western Virginia North NA5 NC22 R3 Western Virginia North NA5 NC22 R3 Western Virginia North NA5 NC22 R3 Western Virginia South SA1 SC01 R3 West Virginia - SW South SA1 SC01 R3 West Virginia - N South SA1 SC01 R3 West Virginia - S 302 5535 Sunset Memorial Park - WV 4301 Maccorkle Avenue Sw South Charleston, WV253 5/4/2020 NO South SA1 SC01 R3 West Virginia - SW 343 2284 Grandview Memorial Park 1313 Hillview Drive Dunbar, WV 25064 344 2285 Clendenin Memorial Park 4301 Maccorkle Ave. Sw S. Charleston, WV 25309 664 664 Kanawha Valley Mem Gdn Drawer 330, Route 60 Glasgow, WV 25086 224 224 Carolina Biblical Gardens of Guilfor 5710 Riverdale Drive Jamestown, NC 27282 248 248 Floral Garden Park Cemetery 1730 English Road High Point, NC 27262 625 625 Lakeview Memorial Park 3600 N. O'Henry Blvd. Greensboro, NC 27405 179 2015 Davis-White Chapel Cemetery 3547 Rt 60 Barboursville, WV 25504 257 2257 Valleyview Memorial Park 2466 Main St. Hurricane, WV 25526 339 2280 Forest Memorial Park - WV PO Box 158 Milton, WV 25541 340 2281 Spring Valley Memorial Park - WV 2813 Goodwill Rd. Hun ngton, WV 25704 341 2282 Forest Lawn Memorial Gardens 2813 Goodwill Rd. Hun ngton, WV 25704 342 2283 Fairview Memorial Gardens - WV PO Box 158 Milton, WV 25541 345 2286 West Virginia Memorial Gardens PO Box 5 Calvin, WV 26660 685 5799 Sunset Memorial Park - Beckley 1925 Harper Road Beckley, WV 25801 249 249 Montlawn Memorial Park 2911 South Wilmington St Raleigh, NC 27603 917 917 Montlawn Funeral Home 2911 South Wilmington St Raleigh, NC 27603 225 225 Mar n Memorial Gardens 12813 Us Hwy 64 W. Williamston, NC 27892 620 620 Randolph Memorial Park 4538 Us Hwy 220 Bus N Asheboro, NC 27203 621 621 Alamance Memorial Park 4039 South Church St Burlington, NC 27215 623 623 Wayne Memorial Park 2925 Us Hwy 117 South Dudley, NC 28333 626 626 Oakhill Memorial Park 4488 Hwy 70 West Kinston, NC
29504 627 627 Pinelawn Memorial Park 4488 Hwy 70 West Kinston, NC 28504 748 748 WOODLAND MEM PK 2107 Liberty Street Durham, NC 27703 5/4/2020 NO 5/4/2020 NO 5/4/2020 NO 2/20/2020 NO 2/20/2020 YES 2/20/2020 YES 5/4/2020 NO 5/4/2020 NO 5/4/2020 NO 4/27/2020 NO 5/4/2020 NO 5/4/2020 NO 5/4/2020 NO 4/27/2020 NO 2/20/2020 YES 2/20/2020 YES 2/20/2020 NO 2/20/2020 YES 2/20/2020 YES 2/20/2020 NO 2/20/2020 NO 2/20/2020 NO 2/20/2020 YES South SA1 SC01 R3 West Virginia - SW South SA1 SC01 R3 West Virginia - SW South SA1 SC01 R3 West Virginia - SW South SA1 SC02 R2 North Carolina - West South SA1 SC02 R2 North Carolina - West South SA1 SC03 R2 North Carolina - West South SA1 SC04 R3 West Virginia - SW South SA1 SC04 R3 West Virginia - SW South SA1 SC04 R3 West Virginia - SW South SA1 SC04 R3 West Virginia - S South SA1 SC04 R3 West Virginia - SW South SA1 SC04 R3 West Virginia - SW South SA1 SC04 R3 West Virginia - SW South SA1 SC04 R3 West Virginia - S South SA1 SC05 R2 North Carolina - East South SA1 SC05 R2 North Carolina - East South SA1 SC06 R2 North Carolina - East South SA1 SC06 R2 North Carolina - West South SA1 SC06 R2 North Carolina - West South SA1 SC06 R2 North Carolina - East South SA1 SC06 R2 North Carolina - East South SA1 SC06 R2 North Carolina - East South SA1 SC06 R2 North Carolina - East
749 749 CHATHAM MEM PK 13260 US Highway 64 West Siler City NC 27344-6441 2/20/2020 YES 918 918 Pollock-Best Funeral & Crema on 2015 Neuse Boulevard New Ber 2/20/2020 YES South SA1 SC06 South SA1 SC06 R2 North Carolina - East R2 North Carolina - East 226 226 York Memorial Park 5150 S. Tryon Street Charlo e, NC 28217 250 250 Mountlawn Memorial Park 196 Fan Key Road N. Wilkesboro, NC 28659 622 622 West Lawn Memorial Park 1350 South Main St China Grove, NC 28023 628 628 Skyline Memorial Park 432 Old Buck Shoals Rd Mount Airy, NC 27030 629 629 Rowan Memorial Park 4125 Franklin Comm Ctr Rd Salisbury, NC 28144 630 630 Oaklawn Memorial Gardens 3250 High Point Road Winston-Salem, NC 27107 747 747 CRESTVIEW MEMORIAL PK 6850 University Parkway Rural Hall, NC 27045 236 236 Frederick Memorial Gardens 986 Chesnee Highway Gaffney, SC 29341 237 237 Graceland East Memorial Park 348 348 Good Shepherd Memorial Park 4164 Highway 9 Boiling Springs, SC 29316 349 349 Springhill Memorial Gardens 1011 S Alabama Ave Chesnee, SC 29323 350 350 Forest Lawn Cem 765 E Main St Laurens, SC 29360 351 351 Forest Lawn Cem East 765 E. Main Street Laurens, SC 29360 352 352 Whispering Pines Memorial Gdn 3044 Old Highway 52 Moncks Corner, SC 29461 347 347 Graceland Cemetery 4814 White Horse Road, Greenville, SC 29611 867 867 Graceland Mortuary PO Box 14966 4814B White Horse Rd Greenville, SC. 138 2195 Parkview Memorial 1922 Warden Run Road, Wheeling WV 26003 139 2196 Marion Hill 93 Grandview Cemetery Road Fairmont, WV 26554 140 2197 Shadow Lawn Box 295 6th Street Newell, WV 26050 141 2198 Highland Hills 401 Archer Rd. Box 576 Follansbee,WV 26037 142 2199 Halcyon Hill 4987 Fairmont Pike Road Wheeling, WV 26003 172 2014 Davis-Beverly Hills Cemetery 1290 Fairmont Road Morgantown, WV 26501 173 2013 Davis-Floral Hills Cemetery 457 Zachs Run Rd Mt. Clare, WV 26408 606 606 Butler County Cemetery 4570 Trenton-Oxford Rd Hanilton OH 45011 604 604 Crown Hill Cemetery 8592 Darrow Road Twinsburg, OH 44087 807 807 Blessing Hine FH 8592 Darrow Road Twinsburgh, OH 44087 227 227 Forest Hills Memorial Gardens 11890 North Dixie Drive Tipp City, OH 45371 737 737 Royal Oak Cemetery 7217 Na onal Rd Brookville OH 45309 855 855 Blessing Zerkle FH 11900 North Dixie Drive Tipp City, OH 45371 229 229 Resthaven Memory Gardens 3700 Center Rd Avon, OH 44011 231 231 Highland Memorial park 264-12th Street Beloit, OH 44609 232 232 Hillside Memorial Park 1025 Canton Road Akron, OH 44312 233 233 Northlawn Memorial Gardens & Cr 4441 State
Road Peninsula, OH 44264 364 364 Kingwood Memorial Park 8230 Columbus Pike Lewis Center, OH 43035 221 221 Forest Lawn Memorial Park 3227 Dixie Highway Erlanger, KY 41018 228 228 Crown Hill Memorial Park & Maus 11825 Pippin Rd Cincinna , OH 45231 230 230 West Memory Gardens 6722 Hemple Road Moraine, OH 45439 646 646 Highland Memory Gardens 279 Landis Ln. Mt. Washington, KY 40047 736 736 Heritage Hills Cemetery 7370 State Rt. 48 Springboro, OH 45066 181 2096 Floral Hills Memorial Gardens 6839 Sissonville Drive Sissionville,WV 25360 183 2097 Jackson County Memory Gardens 9149 Ripley Road, Co ageville WV 25239 511 5710 Evergreen Cemetery North 4800 Emerson Ave Parkersburg, WV 26104 512 5711 Evergreen Cemetery South 4800 Emerson Ave. Parkersburg, WV 26104 834 834 Long&Fisher Funeral Home 6837 Sissonville Drive Sissonvile, WV 25320 835 835 Pryor Funeral Home 184 Walnut Street East Bank, WV 25067 174 2145 Greenbrier Burial Park, Inc. 1917 West Main Street Princeton, WV 24740 178 2093 Restlawn Memorial Gardens RT. 20 New Hope Road Bluefield, WV 24701 2/20/2020 NO 2/20/2020 YES 2/20/2020 NO 2/20/2020 NO 2/20/2020 NO 2/20/2020 YES 2/20/2020 YES 2/20/2020 NO 2/20/2020 YES 2/20/2020 NO 2/20/2020 NO 2/20/2020 NO 2/20/2020 NO 2/20/2020 NO 2/20/2020 YES 2/20/2020 YES 4/22/2020 NO 4/22/2020 NO 4/22/2020 NO 4/22/2020 NO 4/22/2020 NO 4/22/2020 NO 4/22/2020 NO 4/13/2020 YES 4/13/2020 YES 4/13/2020 YES 4/13/2020 YES 4/13/2020 YES 4/13/2020 YES 5/26/2020 YES 5/26/2020 YES 5/26/2020 YES 5/26/2020 YES 4/13/2020 YES 4/13/2020 YES 5/26/2020 YES 5/26/2020 YES 5/26/2020 NO 5/26/2020 YES 5/4/2020 NO 5/4/2020 NO 4/22/2020 NO 4/22/2020 NO 5/4/2020 YES 5/4/2020 YES 4/27/2020 NO 4/27/2020 NO South SA1 SC07 South SA1 SC07 South SA1 SC07 South SA1 SC07 South SA1 SC07 South SA1 SC07 South SA1 SC07 South SA1 SC08 South SA1 SC08 South SA1 SC08 South SA1 SC08 South SA1 SC08 South SA1 SC08 South SA1 SC08 South SA1 SC09 South SA1 SC09 South SA2 SC15 South SA2 SC15 South SA2 SC15 South SA2 SC15 South SA2 SC15 South SA2 SC15 South SA2 SC15 South SA2 SC16 South SA2 SC17 South SA2 SC17 South SA2 SC18 South SA2 SC18 South SA2 SC18 South SA2 SC19 South SA2 SC19 South SA2 SC19 South SA2 SC19 South SA2 SC19 South SA2 SC20 South SA2 SC20 South SA2 SC20 South SA2 SC20 South SA2 SC20 South SA2 SC21 South SA2 SC21 South SA2 SC21 South SA2 SC21 South SA2 SC21 South SA2 SC21 South SA2 SC22 South SA2 SC22 R2 North Carolina - West R2 North Carolina - West R2 North Carolina -
West R2 North Carolina - West R2 North Carolina - West R2 North Carolina - West R2 North Carolina - West R2 South Carolina R2 South Carolina R2 South Carolina R2 South Carolina R2 South Carolina R2 South Carolina R2 South Carolina R2 South Carolina R2 South Carolina R3 West Virginia - N R3 West Virginia - N R3 West Virginia - N R3 West Virginia - N R3 West Virginia - N R3 West Virginia - N R3 West Virginia - N R2 Ohio-Kentucky R2 Ohio-Kentucky R2 Ohio-Kentucky R2 Ohio-Kentucky R2 Ohio-Kentucky R2 Ohio-Kentucky R2 Cleveland R2 Cleveland R2 Cleveland R2 Cleveland R2 Ohio-Kentucky R2 Ohio-Kentucky R2 Cleveland R2 Cleveland R2 Cleveland R2 Cleveland R3 West Virginia - SW R3 West Virginia - SW R3 West Virginia - N R3 West Virginia - N R3 West Virginia - SW R3 West Virginia - SW R3 West
Virginia - S R3 West Virginia - S
3 Digit #
4 Digit #
Name
Address
Rollout Date
Outsourced Status
Division
Area
Cluster
Region
Sub-Region
184
185
186
187
363
733
873
724
725
732
734
872
874
651
723
731
871
216
217
219
663
647
652
718
719
218
220
730
870
717
720
721
722
735
400
211
212
213
442
443
656
924
926
111
112
113
210
222
223
2094
Cemetery Estates - Palm Mem.
2087Resthaven Memorial Park - WV
2089Restwood Memorial Park
2092Woodlawn Memorial Park
363Rest Haven Memorial Park
733Chapel Hill Memorial Gdns
873Chapel Hill Funeral Home
724Chris an Memorial Gardens West
725Chris an Memorial Gardens East
732Covington Memorial Cemetery
734Garden of Memory-Muncie Cemet
872Covington Mem Funeral Hme
874Garden of Memory Muncie
651Floral Gardens
723Flint Memorial Park
731Forest Lawn Cemetery MW
871Forest Lawn Funeral Home
216Highland Cemetery
217Riverview Cemetery
219St.Joseph Valley Memorial Park
663Calvary Cemetery & Crematorium
647Floral Lawn Memorial Gardens
652Roseland Memorial Gardens
718Mt. Ever Rest Memorial Park South
719Mt. Ever Rest Memorial Park North
218Park Lawn Cemetery & Mausoleum
220Valhalla Memory Gardens & Crema
730Lincoln Cemetery
870Gill Funeral Home
717Sunrise Memorial Gardens
720Chapel Hill Memorial Gardens
721East Lawn Memorial Gardens
722DeepDale Memorial Gardens
735Chapel Hill Memorial Cemetery
400Bronswood Cemetery
211Willow Lawn Mem Pk/Aarrowood
212McHenry County Memorial Park
213Windridge Memorial Park & Natur
442Northshore Garden of Memories
443Highland Memorial Park-MW
656Mount Vernon Estates
924Herr Funeral Home
926Sunset Hill Funeral Home
111EASTLAWN CEMETERY
112RIVERMONTE CEMETERY
113WHITE CHAPEL CEMETERY
210Memorial Park Cemetery
222Highland Sacred Gardens
223Memorial Park Sedalia
1917 West Main Street Princeton, WV 24740
Madams Creek Road Hilton, WV 25951
3410 Coal Heritage Road Bluefield, WV 24701
10209 Plainfield Road Cincinna , Ohio 45241
10776 McKinley Hwy Osceola, IN 46561-9157
10776 Mckinley Hwy Osceola, IN 46561-9157
521 E Hamlin Rd Rochester Hills, MI 48307
521 E. Hamlin Rd Rochester Hills, MI 48307
8408 Covington Rd Ft Wayne, IN 46804-2775
10703 N. State Rd 3 Muncie, IN 47303-9467
8408 Covington Rd Ft Wayne, IN 46804-2775
10501 N State Rd 3 Muncie, IN 47303-9467
2215 West Cass Avenue Rd Bay City, MI 48708
9506 N Dort Hwy Mt. Morris, MI 48458
PO Box 9 Greenwood, IN 46143
1977 S St Rd 135 Greenwood, IN 46143-9437
2257 Portage Avenue South Bend, IN 46616
2300 Portage Avenue, South Bend, IN 46616
375 West Cleveland Rd Granger, IN 46530
2701 Willow Dale Road Portage, IN 46368
1490 E Michigan Ave Ba le Creek, MI 49014
3744 Brooklyn Road Jackson, MI 49203
3941 S Westnedge Ave Kalamazoo, MI 49008
3941 S Westnedge Ave Kalamazoo, MI 49008
1526 South Green River Rd Evansville, IN 47715
310 North Johnson Avenue, Bloomington, IN 47404
PO Box 411 Zionsville, IN 46077-0411
308 East Walnut St Washington, IN 47501-2761
2188 Remembrance Dr Muskegon, MI 49442
4444 W Grand River Ave Lansing, MI 48906
2400 Benne Rd Okemos, MI 48864
4108 Old Lansing Rd Lansing, MI 48917
2894 Pa erson Rd., SE Grand Rapids, MI 49512
3805 Madison St. Oak Brook, IL 60523
24090 North Highway 45 Vernon Hills, IL 60061
11301 Lake Ave. Woodstock, IL 60098
7014 S. Rawson Bridge Road, Cary, IL 60013
1801 Greenbay Road North, IL 60064
33100 North Hunt Club Libertyville, IL 60048
11875 Archer Avenue Lemont, IL 60439
501 W. Main Street Collinsville, IL 62234
50 Fountain Drive Glen Carbon, IL 62034
2244 E Pythian Springfield, MO 65802
4500 S Lone Pine Rd Springfield, MO 65804
5234 W State Hwy EE Springfield, MO 65802
6605 Morningside Ave Sioux City, IA 51106
3306 Greenridge Road Sedalia, MO 65301
3306 Greenridge Road Sedalia, MO 65301
4/27/2020
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4/23/2020
4/16/2020
4/16/2020
4/16/2020
4/16/2020
4/23/2020
4/23/2020
4/16/2020
4/16/2020
5/4/2020
5/4/2020
5/4/2020
5/4/2020
5/4/2020
4/23/2020
5/4/2020
5/4/2020
4/16/2020
4/16/2020
4/16/2020
4/16/2020
5/4/2020
4/23/2020
4/23/2020
4/23/2020
5/4/2020
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5/11/2020
5/11/2020
5/11/2020
5/11/2020
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5/11/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
NO
NO
NO
NO
YES
YES
YES
YES
NO
YES
NO
YES
YES
NO
YES
YES
YES
YES
YES
YES
YES
NO
NO
YES
YES
NO
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
YES
NO
NO
NO
NO
NO
NO
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
West
West
West
West
West
West
SA2
SA2
SA2
SA2
SA2
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA3
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
WA1
WA1
WA1
WA1
WA1
WA1
SC22
SC22
SC22
SC22
SC23
SC25
SC25
SC26
SC26
SC27
SC27
SC27
SC27
SC28
SC28
SC29
SC29
SC30
SC30
SC30
SC30
SC31
SC31
SC31
SC31
SC32
SC32
SC32
SC32
SC33
SC33
SC33
SC33
SC33
SC35
SC36
SC36
SC36
SC36
SC36
SC36
SC37
SC37
WC01
WC01
WC01
WC01
WC01
WC01
R3
R3
R3
R3
R2
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
West Virginia - S
West Virginia - S
West Virginia - S
West Virginia - S
Ohio-Kentucky
West Michigan
West Michigan
East Michigan
East Michigan
West Indiana
West Indiana
West Indiana
West Indiana
East Michigan
East Michigan
West Indiana
West Indiana
West Michigan
West Michigan
West Michigan
West Michigan
West Michigan
East Michigan
West Michigan
West Michigan
West Indiana
West Indiana
West Indiana
West Indiana
West Michigan
East Michigan
East Michigan
East Michigan
West Michigan
Chicago
Chicago
Chicago
Chicago
Chicago
Chicago
Chicago
West
West
West
West
West
West
West
West
3 Digit #
655
876
4 Digit #
Name
655Forest Hill Cavalry Cemetery
876Eastlawn Funeral Home
877
878
642
643
644
645
729
825
875
519
520
521
522
523
524
525
526
527
528
530
531
532
533
534
535
661
611
637
638
639
640
641
806
821
125
126
822
823
836
837
889
121
122
123
239
355
356
877Rivermonte Funeral Home
878White Chapel Funeral Home
642Grand Junc on Memorial Gardens
643Olinger's Evergreen Cemetery
644Old Mission Wichita Park Cemetery
645White Chapel Memorial Gardens
729FAIRLAWN BURIAL PARK
825Old Mission Mortuary
875Heritage Funeral Home
519Glenview Memorial Gardens
520Greenlawn Memorial Park
521Greenlawn Memorial Park WI
522Highland Memory Gardens WI
523Knollwood Memorial Park
524Ledgeview Memorial Park
525Lincoln Memorial Cemetery WI
526Milton Lawns Memorial Park
527Roselawn Memorial Park
528Town of Milwaukee Union Cemete
530Valhalla Memorial Park
531Roselawn Memory Gardens
532Sun Prairie Memory Garden
533Sunrise Memorial Gardens WI
534Sunset Memory Gardens
535Mormon Coulee Memorial Park
661Floral Lawn Cemetery
611Valhalla Cemetery
637Crestwood Memorial Cemetery
638Forest Lawn Gardens
639Ridout's Forest Crest Cemetery
640Ridout's Forest Hill Cemetery
641Walker Memory Gardens
806Valhalla Funeral Home,Inc
821Crestwood Memorial F.H.
125Lee Memorial Park
126East Chickasaw Memorial Park
822Ellio Funeral Home
823Ridout's Brown FH
836Elkins East Chapel
837Elkins Funeral Home
889Lee Memorial Funeral Home
121Forest Hills Cemetery-East
122Forest Hills Cemetery-South
123Forest Hills Cemetery-Midtown
239Northridge Woodhaven Cemetery
355Highland Memorial Gardens
356Ridgecrest Cemetery
Address
6901 Troost Avenue Kansas City, MO 64131
2244 E Pythian Springfield, MO 65802
4500 S Lone Pine Rd Springfield, MO 65804
5234 W State Hwy EE Springfield, MO 65802
2970 North Avenue Grand Junc on, CO 81504
200 East 168th Avenue Broomfield, CO 80023
3424 East 21st Street Wichita, KS 67208
3424 E. 21st Street Wichita, KS 67208
2401 Carey Blvd Hutchinson, KS 67501
3424 E. 21st Street Wichita, KS 67208
528 N Main St Hutchinson, KS 67501
W1219 Glenview Avenue Ixonia, WI 53036
1451 Green Valley Road Neenah, WI 54956
6706 Superior Avenue Kohler, WI 53044
3054 County Road BB Madison, WI 53718
1500 State Highway 310 Manitowoc, WI 54220
N6250 County Road K Fond Du Lac, WI 54937
6400 W Burleigh Street Milwaukee, WI 53210
2200 Milton Avenue Janesville, WI 53545
401 Femrite Drive Madison, WI 53716
5982 N Port Washington A Glendale, WI 53217
5402 N. 91st Street Milwaukee, WI 53225
N3045 State Road 67 Lake Geneva, WI 53147
1147 Clarmar Drive Sun Praire, WI 53590
7411 Sauk Trail Road Sheboygan, WI 53081
7302 Mineral Point Road Madison, WI 53717
N1137 Bloomer Mill Road La Crosse, WI 54601
835 Dearborn Avenue South Beloit, IL 61080
839 Wilkes Road Birmingham, AL 35228
2209 East Broad Street Gadsden, AL 35903
730 Golden Springs Road Anniston, AL 36207
5730 Highway 78 East Birmingham, AL 35210
431 North 60th Street Birmingham, AL 35212
692 Highway 5 North Jasper, AL 35503
5317 BESSEMER SUPER HWY MIDFIELD, AL 35228
2209 East Broad Street Gadsden, AL 35903
5257 Raymond Avenue, Tupelo, MS 38801
County Rd 142 & Highway 45 Okolona, MS 38860
15215 Court Street Moulton, AL 35650
711 Memorial Drive Sw Decatur, AL 35601
7435 Highway 72 Killen, AL 35645
1535 Hermitage Dr Florence, AL 35630
5257 Raymond Ave Verona, MS 38879
2440 Whi en Rd. Memphis, TN 38133
2545 Holmes Rd. Memphis, TN 38118
1661 Elvis Presley Blvd Memphis, TN 38106
6755 HWY 51 N Millington, TN 38053
3360 N Highland Ave Jackson, TN 38305
200 Ridgecrest Road Jackson, TN 38305
Rollout Date
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
Outsourced Status
YES
YES
YES
YES
YES
YES
YES
YES
NO
YES
YES
YES
NO
NO
NO
NO
NO
YES
NO
NO
YES
YES
NO
NO
NO
NO
NO
YES
YES
YES
YES
YES
YES
YES
YES
YES
NO
NO
YES
YES
YES
YES
YES
YES
YES
YES
YES
NO
NO
Division
West
West
West
West
West
West
West
West
West
West
West
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
South
Area
WA1
WA1
WA1
WA1
WA1
WA1
WA1
WA1
WA1
WA1
WA1
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA4
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
WC01
WC01
WC01
WC01
WC02
WC02
WC03
WC03
WC03
WC03
WC03
SC38
SC38
SC38
SC38
SC38
SC38
SC38
SC38
SC38
SC38
SC38
SC38
SC38
SC38
SC38
SC38
SC38
SC45
SC45
SC45
SC45
SC45
SC45
SC45
SC45
SC46
SC46
SC46
SC46
SC46
SC46
SC46
SC47
SC47
SC47
SC47
SC47
SC47
Cluster
Region
Sub-Region
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R1
R3
R3
R3
R3
R3
R3
R3
R3
R3
R3
R3
R3
R3
R3
R3
R2
R2
R2
R2
R2
R2
West
West
West
West
West
West
West
West
West
West
West
South Wisconsin
North Wisconsin
North Wisconsin
South Wisconsin
North Wisconsin
North Wisconsin
South Wisconsin
South Wisconsin
South Wisconsin
South Wisconsin
South Wisconsin
South Wisconsin
South Wisconsin
North Wisconsin
South Wisconsin
North Wisconsin
South Wisconsin
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
Alabama/MS
West Tennessee
West Tennessee
West Tennessee
West Tennessee
West Tennessee
West Tennessee
3 Digit #
4 Digit #
Name
Address
Rollout Date
Outsourced Status
Division
Area
Cluster
Region
Sub-Region
863
886
887
888
238
200
201
240
607
608
610
864
636
863
Northridge Woodhaven FH
6755 Highway 51 North Millington, TN 38053
886Forest Hills F.H. East
887Forest Hills F.H. South
888Forest Hills F.H. Midtown
238Memorial Park Southwoods
200Huntsville Memory Gardens
201Trici es Memorial Gardens
240Woodhaven Memorial Gardens
607Lakewood Memorial East
608Lakewood Memorial West
610Hamilton County Burial
864Woodhaven Chapel
636Lakeview Memory Gardens
2440 Whi en Rd. Memphis, TN 38133
2545 Holmes Rd. Memphis, TN 38118
1661 Elvis Presley Blvd. Memphis, TN 38106
5485 Hacks Cross Road Memphis, TN 38125
6810 Univers. Dr Hwy 72w Huntsville, AL 35806
2601 Florence Blvd. Florence, AL 35630
160 Edgemore Road Powell, TN 37849
4621 Shallowford Rd Cha anooga, TN 37411
4621 Shallowford Rd Cha anooga, TN 37411
4621 Shallowford Road Cha anooga, TN 37411
160 Edgemoor Road Powell, TN 37849
PO Box 1228 Phenix City, AL 36868
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/6/2020
4/13/2020
4/13/2020
4/13/2020
4/13/2020
4/13/2020
4/6/2020
YES
YES
YES
YES
YES
NO
NO
YES
YES
YES
YES
YES
NO
South
South
South
South
South
South
South
South
South
South
South
South
South
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SA6
SC47
SC47
SC47
SC47
SC48
SC50
SC50
SC50
SC50
SC50
SC50
SC50
SC51
R2
R2
R2
R2
R2
R3
R3
R2
R2
R2
R2
R2
R3
West Tennessee
West Tennessee
West Tennessee
West Tennessee
West Tennessee
Alabama/MS
Alabama/MS
East Tennessee
East Tennessee
East Tennessee
East Tennessee
East Tennessee
Alabama/MS
STONEMOR - MOON MSA SCHEDULE 3A (Equipment)
3 Digit #
Name
State
200Huntsville Memory Gardens
200Huntsville Memory Gardens
200Huntsville Memory Gardens
200Huntsville Memory Gardens
200Huntsville Memory Gardens
200Huntsville Memory Gardens
200Huntsville Memory Gardens
200Huntsville Memory Gardens
200Huntsville Memory Gardens
200Huntsville Memory Gardens
200Huntsville Memory Gardens
200Huntsville Memory Gardens
200Huntsville Memory Gardens
201Trici es Memorial Garden
201Trici es Memorial Garden
201Trici es Memorial Garden
201Trici es Memorial Garden
201Trici es Memorial Garden
201Trici es Memorial Garden
201Trici es Memorial Garden
201Trici es Memorial Garden
201Trici es Memorial Garden
611Valhalla Cemetery Co
611Valhalla Cemetery Co
611Valhalla Cemetery Co
611Valhalla Cemetery Co
611Valhalla Cemetery Co
611Valhalla Cemetery Co
611Valhalla Cemetery Co
611Valhalla Cemetery Co
636Lakeview Memory Gardens
636Lakeview Memory Gardens
636Lakeview Memory Gardens
636Lakeview Memory Gardens
636Lakeview Memory Gardens
636Lakeview Memory Gardens
636Lakeview Memory Gardens
637Crestwood Memorial Cem
637Crestwood Memorial Cem
637Crestwood Memorial Cem
637Crestwood Memorial Cem
637Crestwood Memorial Cem
637Crestwood Memorial Cem
637Crestwood Memorial Cem
637Crestwood Memorial Cem
637Crestwood Memorial Cem
637Crestwood Memorial Cem
637Crestwood Memorial Cem
638Forest Lawn Gardens
638Forest Lawn Gardens
638Forest Lawn Gardens
638Forest Lawn Gardens
638Forest Lawn Gardens
639Ridouts Forest Crest Cem
639Ridouts Forest Crest Cem
639Ridouts Forest Crest Cem
639Ridouts Forest Crest Cem
640Ridouts Forest Hill Cem
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
ASSET-TYPE-7
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
Asset
Tag Number
Description
6360
7587
8935
6901
6903
6905
10456
13840
11128
12058
12435
12690
12692
14682
6914
6915
13255
13270
13841
13842
12059
12527
4299
8875
9182
6278
11225
12069
12497
12702
5776
8936
5697
13261
13271
14440
13783
5775
6500
13272
14404
10197
11019
11229
11430
12503
13094
14133
8804
9300
12504
12505
13791
10466
12072
12693
14193
12848
872316
51921
51464
3108
77203
80054
54410
51465
51652
77201
14933
77202
A9530-447466
922237
54408
CTJT065352
54413
LD3287-C
16945
24215505
3368
20292377
AM- 17363
3287-C
77199
1T0310JXCBD2
Lowering Device
5502c Imperial Lowering Device
ExMark Mower
John Deere Backhoe
Dump Trailer
Mausoleum High Li
M59 4WD Tractor/Loader/Backhoe
John Deere 930M Ztrak
LZ5749EKC724 Mower
Vibratory Rammer
Holland Dump Trailer
Fortress over under temp mauso
John Deere TX Gator
2019 John Deere WBM VIN 80054
Vault Lowering Device
JD 790 Tractor w/Front End ldr
John Deere HPX4
JCB 3CX-12L4WS Backhoe Loader
John Deere 930M Ztrak
John Deere 930M Ztrak
Vibratory Rammer
Gas Truck Mount Compressor
Holland Electro dump trailer
07 JD Backhoe Loader 4x4
05 JD Backhoe Loader
New Holland Tractor w/f loader
Lowering device
Vibratory Rammer
1995 Club Car
John Deere Gator - requested S
2 Lowering Devices
Exmark Mower
2 Graveside Set Up
John Deere HPX4
JCB 3CX-12L4WS Backhoe Loader
JD Z930M ZTrak
John Deere 930M Ztrak
Backhoe
Scag Mover-Kohler Equipment
JCB 3CX-12L4WS Backhoe Loader
JD HPX615E Gator
Superior Lowering Device 3287C
2009 Golf Cart
Lowering device
Outback 21'x7x Trailer
BS50-2I Rammer
New motor backhoe - Asset #577
Imperial Lowering Device Seria
2011 Ford F450 Truck
Backhoe Loader w/ Bucket
8 Level Low Boy Casket Li
BS50-2I Rammer
Lowering device w/ placer
Lowering Device
Vibratory Rammer
John Deere TX Gator
Imperial Lowering Device
John Deer Backhoe
3 Digit #
Name
State
640Ridouts Forest Hill Cem
641Walker Memory Gardens
641Walker Memory Gardens
641Walker Memory Gardens
641Walker Memory Gardens
641Walker Memory Gardens
642Grand Junc on Mem Grdn
642Grand Junc on Mem Grdn
642Grand Junc on Mem Grdn
642Grand Junc on Mem Grdn
643Olingers Evergreen Cem
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
211Willow Lawn Memorial Park
211Willow Lawn Memorial Park
211Willow Lawn Memorial Park
211Willow Lawn Memorial Park
211Willow Lawn Memorial Park
211Willow Lawn Memorial Park
211Willow Lawn Memorial Park
211Willow Lawn Memorial Park
211Willow Lawn Memorial Park
212Mchenry County MemPark
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
213Windridge Memorial Park
400Bronswood Cemetery
400Bronswood Cemetery
400Bronswood Cemetery
400Bronswood Cemetery
400Bronswood Cemetery
400Bronswood Cemetery
400Bronswood Cemetery
AL
AL
AL
AL
AL
AL
CO
CO
CO
CO
CO
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IA
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
ASSET-TYPE-7
EQUIP
CMEQ
CMEQ
CMEQO
CMEQO
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CAPLEASE
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
CMEQO
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
11230
9181
9219
6282
6283
12073
6348
6387
6667
8592
8529
14585
7625
7680
8376
8445
6792
6796
6800
6806
6808
6810
6815
6816
13844
13845
10473
14749
9141
6935
6936
6940
6941
10568
10569
10831
11057
6944
7545
8282
9330
9962
6962
6983
6985
6989
6991
6993
11059
10061
10062
12273
13310
10218
10223
11063
9990
10066
11062
11064
Asset
Tag Number
Description
Lowering device
Imperial Stainless Steel Li
Tractor/loader
Holland HD Dump Trailer
580M Backhoe 2WD STD
Vibratory Rammer
Holland Heavy Duty Dump Traile
Backhoe Bucket
Z830A 27 HP PO 60" MOD-Z Mower
Irriga on Pump/Motor
Symcom 777 Pump Monitor
2018 John Deere 5055E VIN 1111
Mcintosh 48" Backhoe Fork
Oil Injected Vibratory Rammer
Casket Rollers/Grass
LOWERING DEVICE IMPERIAL SS
1999 John Deere 4x2 Gator
5hp John Deere Snow Blower
2000 New Holland Dirt Spreader
Superior Lowering Device
2002 John Deere 1445 Mower
2000 John Deere 5320 Tractor
John Deere 520 Tractor
1996 John Deere backhoe
John Deere 950M Mower
John Deere 950M Mower
Base & Handheld Radios
Imperial SS CasketLowrngDevice
Blower/push vacuum/gas can
B&L N20AA Crema on Unit
B&L BLP1500 Crema on Unit
Cememtery Lowering Device
Bosch Jackhammer
Toro Dingo TX 525
Kubota RTV900 U lity vehicle
U lity Trailer
Kubota spreader
Imperial Frigid Lowering devic
36.3cc 7.6-11.6 Pole Pruner
Snow Blower
Kubota Tractor
JOHN DEER GATOR 4X2
W3 Points Jackhammer
Wacker BS50-2 Tamper
CH300 Casket Carriage
2005 Halland Imperial Device
Gravely 5000 SER Trator
96' Kubota 4wd Tractor
2008 JCB Loader Backhoe
STI pole pruner
STI brush cu er
Fast Grab unit
Pond Pump
2011 John Deer Backhoe
2011 John Deer Tractor
Kubota U lity Vehicle
Cemetery cart
50 Gallon tank sprayer w gun
Ariens Snow thrower
Salt Spreader
77200
11111
51297
51323
198
E3215
1332
82442
16270
43044
HT131
FS310
938149
11415
20007
9064
24508
3 Digit #
Name
State
ASSET-TYPE-7
Asset
Tag Number
Description
400Bronswood Cemetery
400Bronswood Cemetery
400Bronswood Cemetery
442Northshore Garden
442Northshore Garden
442Northshore Garden
442Northshore Garden
442Northshore Garden
442Northshore Garden
442Northshore Garden
443Highland Memorial Park
443Highland Memorial Park
443Highland Memorial Park
443Highland Memorial Park
443Highland Memorial Park
443Highland Memorial Park
443Highland Memorial Park
656Mount Vernon Estates
656Mount Vernon Estates
661Floral Lawn Cemetery
661Floral Lawn Cemetery
661Floral Lawn Cemetery
661Floral Lawn Cemetery
661Floral Lawn Cemetery
661Floral Lawn Cemetery
661Floral Lawn Cemetery
661Floral Lawn Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
216Highland Cemetery
217Riverview Cemetery
217Riverview Cemetery
217Riverview Cemetery
217Riverview Cemetery
217Riverview Cemetery
218Park Lawn Cemetery Maus
218Park Lawn Cemetery Maus
218Park Lawn Cemetery Maus
218Park Lawn Cemetery Maus
218Park Lawn Cemetery Maus
218Park Lawn Cemetery Maus
218Park Lawn Cemetery Maus
219StJoseph Valley Mem Pk
219StJoseph Valley Mem Pk
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQ
CMEQ
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
11204
11279
11280
13022
13023
13024
13029
12763
12818
12843
13020
13028
13031
13032
13033
12845
12846
6204
10067
6122
6354
6621
8457
8681
6833
6835
14003
6523
6623
6624
7678
7715
7805
8021
8022
8778
9454
6877
6879
6883
6885
6887
6888
10119
11061
14210
8918
6280
7013
7022
7030
6440
7534
7064
7066
13846
13847
10377
6442
6443
JCB2CX12H913
W004X2X04467
AM-16460
19807
54114
54115
B0189
Snow plow
Fastgrab TSZ-UNI
Two Man Boulder Grab
Frigid - Lowering Imperial Dev
Frigid - Lowering Imperial Dev
Frigid - Lowering Infant Devic
SCAG Wildcat Mower
2009 JCB Backhoe Loader
JD 4x2 Gator
BS50-2 Gas Powered rammer
1995 JCB Back Hoe Tractor
John Deere - Gator
1998 Scissor/Casket Li
Water Tank Wagon
Snow Plow
SK Master Lowering Device
BS50-2 Gas Powered rammer
Shore Box
Tow bar
Shore Box
Power Tamper
Case 580m 6" bell hole bucket
LOWERING DEVICE
Knauer Casket Li
36" backhoe Bucket
Case 580M Backhoe
Storage Container Maint. & Off
10" 4hp VIB Grave Tamper
Imperial Lowering device #2
Imperial Lowering Device
Sd wall heater w/ ven ng unit
Toro 221-R Pwr Snowthrower
Land Pride Pulverizer
16" Bell Hole Bucket
34" Bell Hole Bucket
Snow Plow
Tractor
MTD 321 Snow Blower
Cememtery Lowering Device
JCB Cememtery Backhoe
Cememtery Lowering Device
John Deere Backhoe
Cememtery Backhow Bucket
Holland lowering device
8 Level Low Boy casket li
Imperial Stainless Steel Devic
Vibratory Rammer
New Holland TC34DA Tractor
John Deere 310a backhoe
Crematory Hydraulic Li
Toro 60" Mower
580M 16" Backhoe Bucket
Major backhoe Repair (Engine)
JCB Backhoe
John Deere 1010 Tractor
John Deere 930M Ztrak
John Deere 930M Ztrak
Cra sman 24' Snowblower
Case 580M 4WD Backhoe
580M 36" Bucket & Ripper A ac
3 Digit #
Name
State
ASSET-TYPE-7
Asset
Tag Number
Description
219StJoseph Valley Mem Pk
219StJoseph Valley Mem Pk
219StJoseph Valley Mem Pk
219StJoseph Valley Mem Pk
219StJoseph Valley Mem Pk
219StJoseph Valley Mem Pk
219StJoseph Valley Mem Pk
219StJoseph Valley Mem Pk
219StJoseph Valley Mem Pk
219StJoseph Valley Mem Pk
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
220Valhalla Memory GrdnsCre
508Indiana Vault Plant
508Indiana Vault Plant
508Indiana Vault Plant
508Indiana Vault Plant
508Indiana Vault Plant
508Indiana Vault Plant
508Indiana Vault Plant
508Indiana Vault Plant
508Indiana Vault Plant
663Calvary Cem Crematorium
663Calvary Cem Crematorium
663Calvary Cem Crematorium
663Calvary Cem Crematorium
663Calvary Cem Crematorium
730Lincoln Cemetery
730Lincoln Cemetery
730Lincoln Cemetery
730Lincoln Cemetery
730Lincoln Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
6444
7627
7988
8729
9217
7037
7048
10031
11203
12651
6446
6447
6448
6449
8567
9218
6859
6860
6874
6876
6880
6889
8222
12775
9995
10487
10736
10737
10738
10739
10740
10741
10742
10195
10312
6233
6234
7636
6306
7043
8562
8731
9246
9453
9515
8565
8566
8608
8728
8732
8780
9108
9260
6965
8223
9046
12711
12779
13281
11206
97474
W004X2X09946
USMN-3118
97108
56979
91072
USMN-3003
833
McIntosh 580M Backhoe Bucket
McIntosh 48" Backhoe Fork
Used Axie Trailer Mi enberger
Leaf Blower
2008 Kubota-Tractor & Loader
frigid Lowering Device
2 in 1 Mausoleum Li
WAC Tamper
Snow plow
John Deere 4x2 Gator
Case 580M 4WD Backhoe
580M 36" Bachhoe Bucket
Sod Cu er (Backhoe A mt)
580M McIntosh Backhoe Bucket
Casket Li
Vibratory Rammer
Wacker Cemetery Tamper
Toro Snow Blower
King Ku er Brush Cu er
Cemetery Dump Trailer
Cemetery Lowering Device
Billy Goat leaf Vacuum
Lincoln Welder w/ Bo le
Mahindra 4530
Trailer
98 Dlhatsu Hijet Dump
Standard forms 15each
Volvo Semi Tractor 2003
Heritage forms 4 each
Fork Li 1991
Flatbed trailor
Bobcat 2003
Acquisi on Equipment
USP-900 Hi Frequency Vibtr
2013 Gooseneck-Pintle Trailer
Shore Box
Gas Tamper
Ripper A achment
Equipment
2000 Cemetery Club Cart
Lowering Device with Stand
New Well Line Installa on
Vibratory Rammer
Tractor
Dump Trailer
Master Cemetery Device
Holland Carrier
Dump Trailer
Streamliner Carries/Lowering D
Chain Saw
Plow System
Strato-Li
Vibratory Rammer
1997 JCB 212S Backhoe
303 CR Mini Exuvator Ca pille
Acquisi on Cemetery Equipment
JCB 3CX Backhoe
Mahindra 4530
2016 Mahindra Tractor
NI Tamping Rammer
3 Digit #
Name
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
731Forest Lawn Cemetery
732Covington Memorial Cem
732Covington Memorial Cem
732Covington Memorial Cem
732Covington Memorial Cem
732Covington Memorial Cem
732Covington Memorial Cem
732Covington Memorial Cem
733Chapel Hill Mem Grdns
733Chapel Hill Mem Grdns
733Chapel Hill Mem Grdns
733Chapel Hill Mem Grdns
733Chapel Hill Mem Grdns
733Chapel Hill Mem Grdns
734Garden of Memory Muncie
734Garden of Memory Muncie
734Garden of Memory Muncie
734Garden of Memory Muncie
644Old Mission Wichita Prk
644Old Mission Wichita Prk
644Old Mission Wichita Prk
644Old Mission Wichita Prk
644Old Mission Wichita Prk
644Old Mission Wichita Prk
644Old Mission Wichita Prk
644Old Mission Wichita Prk
644Old Mission Wichita Prk
644Old Mission Wichita Prk
644Old Mission Wichita Prk
645White Chapel Memorial Grd
645White Chapel Memorial Grd
645White Chapel Memorial Grd
645White Chapel Memorial Grd
645White Chapel Memorial Grd
645White Chapel Memorial Grd
645White Chapel Memorial Grd
729Fairlawn Burial Park
729Fairlawn Burial Park
729Fairlawn Burial Park
729Fairlawn Burial Park
729Fairlawn Burial Park
729Fairlawn Burial Park
729Fairlawn Burial Park
729Fairlawn Burial Park
221Forest Lawn Memorial Park
221Forest Lawn Memorial Park
221Forest Lawn Memorial Park
221Forest Lawn Memorial Park
221Forest Lawn Memorial Park
221Forest Lawn Memorial Park
221Forest Lawn Memorial Park
221Forest Lawn Memorial Park
221Forest Lawn Memorial Park
221Forest Lawn Memorial Park
221Forest Lawn Memorial Park
646Highland Memory Gardens
14 Cedar Hill Cemetery
Description
State
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KS
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
KY
MD
ASSET-TYPE-7
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
Asset
11502
12509
12667
13721
14692
6625
8570
8779
12668
14215
14558
8571
8573
8685
8686
8687
9452
8574
11303
12669
14136
5826
6225
8256
8447
8502
8725
8959
12506
13070
13240
14194
6473
7557
8449
8484
8723
8818
8824
8726
8775
9561
9594
9595
13871
10401
13241
9188
7117
7119
7120
7926
7927
7931
10570
12820
13264
14278
10410
14662
Tag Number
43779
W004X2X02986
ITEM 49158
11111
W004X2X06491
40301
414
W004X2X06671
A4915
A5906
52588
20106065
52075
54357
53465
2013 Load trailer
8 Level Low Boy Casket Li
John Deere 4x2 Gator
Nstar Tamping Rammer 4/4 Hp Ri
2019 J Deere HPX615E VIN 11111
Holland heavy duty dump traile
Lowering Device
Snow Blower
John Deere 4x2 Gator
Wacker 4 Cycle Rammer/Compacto
John Deere 4x2 TS Gator
Casket Li
Lowering Device
Snowblower
Tractor/35HP Diesel
Frontloader w/ Grille
Tractor
Lawn Mower
Case 580N Backhoe
John Deere 4x2 Gator
Snowplow for 2013 Dodge Ram
Stainless SteelLowering Device
Shore Box
Snow Plow
UTILITY VEHICLE
Casket Li
77" U lity Trailer
Casket Carriage
8 Level Low Boy Casket Li
Snow plow
Dump Trailer
4 Cycle Vibratory Rammer
Imperial Chrm Lowering Device
Lowering Device
UTILITY VEHICLE
Heavy Duty Dump Trailer
Bush Hog Rotary Mower
Kubota Tractor L3540
Kubota Frontloader
Casket Carrier & Rollers
Lowering Device SS
Boss Snow Plow
Acquisi on Cemetery Equipment
Backhoe w/ Cab
John Deere 930M Ztrak
Vibratory rammer
Dump Trailer
Tractor
John Deere Dump Trailer
Mower
John Deere Tractor
Mausoleum Li
Snow Plow
1999 Ford Truck
Kubota backhoe M59TLB-M series
HPX Gator
Jumping Jack Tamper
Lowering Device
Ex Mark Mower
2019 John Deere 310EP VIN53465
3 Digit #
Name
State
ASSET-TYPE-7
Asset
Tag Number
Description
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
15 Lincoln Memorial Cemetery
15 Lincoln Memorial Cemetery
124Sunset Memorial-Md
124Sunset Memorial-Md
124Sunset Memorial-Md
124Sunset Memorial-Md
124Sunset Memorial-Md
124Sunset Memorial-Md
124Sunset Memorial-Md
124Sunset Memorial-Md
150Springhill Memory Gardens
150Springhill Memory Gardens
150Springhill Memory Gardens
150Springhill Memory Gardens
150Springhill Memory Gardens
150Springhill Memory Gardens
150Springhill Memory Gardens
150Springhill Memory Gardens
150Springhill Memory Gardens
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
2784
2857
2858
2860
3217
3220
3221
3222
3232
3234
3236
3317
3432
3894
3912
3913
4049
4078
4093
4124
4229
4262
4336
5260
5564
5789
6593
8652
8849
9085
9307
9308
9309
9967
11226
9972
12090
13836
14549
14550
14551
12092
12093
2869
2871
3267
4152
4381
5623
9974
14337
3304
3305
3306
3308
3311
3313
4123
9230
9324
10007 Air Compressor
10248 Trimmer, Weed Wackers
10249 1999 U lity Trailer
10251 Snow Blower
11458 SNOW PLOW
11461 JOHN DEERE TRACTORS
11462 WELDER
11463 MAUSOLEUM LIFT
11473 LOWERING DEVICE
11475 OIL TANK
11477 CUST# 1333 PRES. WASHER
12013 1980 Ford Tractor
12405 BACKHOE FORK
13841 KUBATO TRACTOR
13868 Auto Crane Model 2703-M-10
13869 Kubota Mower
14245 LOWERING DEVICE
14333 Balance L875B BACKHOE
14377 NEW HOLLAND 875B BACKHOE
14449 Fork for backhoe
14745 GENERATOR
14848 LOWERING DEVICE (2)
15030 Water pump for graves
SNOW PLOW
Imperial Lowering Device (2)
Lowering Device (2)
Backhoe Axle
Giant Vac truck leaf Loader
2009 Case 580 Super M Bckhoe
Backhoe Forks
Revolu on Lowering Device
Revolu on lowering device
Revolu on Lowering device
2003 Case 580 backhoe
36045 2013 John Deere 310EK Backhoe
20272 Trailer
Frigid CM Lowering Device
Lowering Device SS
66749 Wacker Earth Tamper BS 50-2
81074 Wacker Earth Tamper BS 50-2
81075 Wacker Earth Tamper BS 50-2
Frigid CM Lowering Device
Frigid CM Lowering Device
10312 TAMPER
10314 Lwrng Dev-2, Dump Trailer
11774 EXMARK RIDING MOWER
14540 MOWERS (2)
15136 XMARK RIDING MOWER
John Deere Mower 60" Deck
70842 Case Backhoe
Tampers
11979 CHAIN SAW
11980 AIR COMPRESSOR
11981 FS-80 TRIMMER
11983 Case 580E Backhoe
11986 John Deere 60" Mower Deck
11988 INSTALL SUBMERSIBLE PUMP/WELL/
14448 Power Washer
Ag510-5 Dump Trailer
Boomer tractor #11834
3 Digit #
Name
150Springhill Memory Gardens
150Springhill Memory Gardens
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
151Henlopen Memorial Park
156Washington Na onal
156Washington Na onal
156Washington Na onal
156Washington Na onal
156Washington Na onal
156Washington Na onal
156Washington Na onal
156Washington Na onal
156Washington Na onal
192Hill Crest Burial
192Hill Crest Burial
192Hill Crest Burial
192Hill Crest Burial
192Hill Crest Burial
192Hill Crest Burial
192Hill Crest Burial
192Hill Crest Burial
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
601Glen Haven Memorial Park
602Columbia Memorial Park
602Columbia Memorial Park
602Columbia Memorial Park
602Columbia Memorial Park
602Columbia Memorial Park
716Wicomico Memorial Park
716Wicomico Memorial Park
State
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
ASSET-TYPE-7
Asset
Tag Number
Description
9382
9996
3309
3450
3453
3454
3455
3456
3462
3465
3466
3467
3851
3922
4320
4356
5580
2878
3314
3316
3536
3930
8036
8710
8844
10424
3323
3324
3326
3327
4382
4383
4387
5737
4333
4430
5155
5444
5793
8944
8952
9204
9294
11156
11157
12230
12614
12615
13748
13834
13835
14530
14664
2822
13759
13825
13983
14609
3852
4311
Backhoe Forks
Frigid Lowering device
11984 Scissor li
12455 Lowering Device
12458 John Deere 755 Tractor
12459 Casket Set-up Drape
12460 Casket Li Stand
12461 DUMP TRAILER
12467 FUEL PUMP OF BACKHOE
12470 WHACKER TAMPER
12471 GAS FURNACE WITH A/C UNIT
12472 Heat & Central Air Unit
13689 Case 580 Backhoe
13886 Repairs to Backhoe (Folcomer)
14987 New starter for tractor
15087 rear axel for backhoe
VAULT SLING
10343 Air Compressor
12010 Lowering Device - 4
12012 JD 870 TRACTOR w/deck, Bckts
12678 Snow Plow
13901 Kabota Lawn Tractor
Backhoe Bucket
Model 40 Forks
Case backhoe
Lowering Device
12067 YAMAR TRACTOR
12068 LOWERING DEVICE
12070 JOHN DEERE BACKHOE
12071 SNOW PLOW
15137 2004 EXMARK MOWER
15138 2004 EXMARK MOWER
15142 Repairs to backhoe axel
John Deere Mower 60" Deck
15015 Air compressor
15244 Trimmers
LOADER BUCKET - NEW HOLLAND
CASKET LOWERING DEVICE
Lowering Device
Backhoe Bucket Loader
2011 Case 580 N Backhoe
Red jacket Pump
Rev Lowering Deice SS
75045 Mahindra 4530
75040 Mahindra 4530
11092 Pronovost 8 Ton Trailer
Imperial 5502SK Lowering Devic
Imperial 5502SK Lowering Devic
Lowering Device SS
Lowering Device SS
Lowering Device SS
Wacker Earth Tamper BS 50-2
Mausoleum Li Low Boy
10192 Case - 480E Backhoe with 36in
Case 580 Super N Loader Backho
1905 2009 Ford F450 Dump Truck
Honda High Power Pressure Wash
Wacker Earth Tamper BS 50-2
13692 Maus Li
14968 HYDRAULIC PUMP ASSEMBLY
3 Digit #
Name
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
728Lorraine Park Cemetery
647Floral Lawn Memorial Grds
647Floral Lawn Memorial Grds
647Floral Lawn Memorial Grds
647Floral Lawn Memorial Grds
647Floral Lawn Memorial Grds
651Floral Gardens
651Floral Gardens
651Floral Gardens
651Floral Gardens
651Floral Gardens
651Floral Gardens
652Roseland Memorial Grdns
652Roseland Memorial Grdns
652Roseland Memorial Grdns
652Roseland Memorial Grdns
652Roseland Memorial Grdns
652Roseland Memorial Grdns
717Sunrise Memorial Gardens
717Sunrise Memorial Gardens
717Sunrise Memorial Gardens
717Sunrise Memorial Gardens
717Sunrise Memorial Gardens
717Sunrise Memorial Gardens
717Sunrise Memorial Gardens
717Sunrise Memorial Gardens
717Sunrise Memorial Gardens
717Sunrise Memorial Gardens
718Mt Ever Rest Mem Prk S
718Mt Ever Rest Mem Prk S
718Mt Ever Rest Mem Prk S
718Mt Ever Rest Mem Prk S
718Mt Ever Rest Mem Prk S
718Mt Ever Rest Mem Prk S
718Mt Ever Rest Mem Prk S
718Mt Ever Rest Mem Prk S
718Mt Ever Rest Mem Prk S
718Mt Ever Rest Mem Prk S
718Mt Ever Rest Mem Prk S
719Mt Ever Rest Mem Prk N
720Chapel Hill Mem Grdns
720Chapel Hill Mem Grdns
720Chapel Hill Mem Grdns
720Chapel Hill Mem Grdns
720Chapel Hill Mem Grdns
Description
ASSET-TYPE-7
State
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MD
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQO
CMEQO
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
Asset
3031
3032
3033
3848
3849
3924
4042
4129
4201
5176
5327
6301
10333
12971
13982
14394
6124
9223
9224
6287
6802
6063
6477
7827
9478
9975
10181
6058
6060
6281
6285
13870
14493
6092
8459
8512
8601
8885
9139
9143
6277
10111
12236
8460
8467
8575
8576
8577
8578
9138
9035
11038
13301
13890
8461
8469
8470
8815
9555
11302
Tag Number
10673
10674
10675
13686
13687
13888
14210
14471
14654
12349
N7C425890
12230
51730
24825
59237
24366482
408
Casket Cart
Roller Placers
Repair John Deere Tractor
JOHN DEERE 870 TRACTOR
JOHN DEERE MOWER
Lowering Device
Chains for Backhoe
JOHN DEERE 870 MOWER DECK
REPAIRS FOR LOWERING DEVICE
Case Backhoe-Model 580m2T
2005 FORD F-450 W/DUMP BODY
Frigid Fluid Lowering Device
Tractor with 72" Bucket
New Case Backhoe engine Asset
Honda High Power Pressure Wash
Lowering Device
Pin Machine
U lity Vehicle
Mower w/ Snowblower
Shore Box
2006 John Deere 1445 Mower
Shore Box
New Backhoe
Lowering Device
Wacker vibratory Rammer
300 gallon wall skid tank
Generator
36 Bucket for Backhoe
Gator TX Trad Series UV
Shore Box
4W Tractor w/loader, bucket
John Deere 960M Ztrak
Snow Plow for Chevy Truck
Gator TX Tradi onal SUV
SOD CUTTER
Lowering Device
U lity Vehicle 24.8 HP 24825
B&L Remains Processor
Great Lakes Shore Liners
haskel Bros Well Pump
JD 110 Backhoe 4125
Overseeder
Dewalt 3400 Pressure Washer
HOLLAND VAULT CARRIER
BACKHOE B95B
Tractor 4WD 35 HP 70408
Frontload w/ Grill guard B1739
Snow blower 21002916
U lity Vehicle 23869
Great Lakes Shore Liners
Acquisi on Cemetery Equipment
Ariens 2 stage 28" Snowblower
Low Boy Casket li
BS 50-2 Vibratory Rammer
LOWERING DEVICE
VAULT CARRIER
LOWERING DEVICE
U lity Vehicle
Tractor Supply Snow Thrower
Case 580N Backhoe
3 Digit #
Name
720Chapel Hill Mem Grdns
721East Lawn Mem Grdns
721East Lawn Mem Grdns
721East Lawn Mem Grdns
721East Lawn Mem Grdns
721East Lawn Mem Grdns
722DeepDale Memorial Gardens
722DeepDale Memorial Gardens
722DeepDale Memorial Gardens
722DeepDale Memorial Gardens
723Flint Memorial Park
723Flint Memorial Park
723Flint Memorial Park
723Flint Memorial Park
723Flint Memorial Park
723Flint Memorial Park
723Flint Memorial Park
723Flint Memorial Park
723Flint Memorial Park
723Flint Memorial Park
723Flint Memorial Park
724Chris an Mem Grdns W
724Chris an Mem Grdns W
724Chris an Mem Grdns W
724Chris an Mem Grdns W
724Chris an Mem Grdns W
724Chris an Mem Grdns W
724Chris an Mem Grdns W
724Chris an Mem Grdns W
724Chris an Mem Grdns W
724Chris an Mem Grdns W
724Chris an Mem Grdns W
724Chris an Mem Grdns W
725Chris an Mem Grdns East
725Chris an Mem Grdns East
725Chris an Mem Grdns East
735Chapel Hill Mem Cem
735Chapel Hill Mem Cem
735Chapel Hill Mem Cem
735Chapel Hill Mem Cem
735Chapel Hill Mem Cem
735Chapel Hill Mem Cem
735Chapel Hill Mem Cem
735Chapel Hill Mem Cem
735Chapel Hill Mem Cem
735Chapel Hill Mem Cem
735Chapel Hill Mem Cem
735Chapel Hill Mem Cem
111Eastlawn Cemetery
111Eastlawn Cemetery
111Eastlawn Cemetery
111Eastlawn Cemetery
111Eastlawn Cemetery
111Eastlawn Cemetery
112Rivermonte Cemetery
112Rivermonte Cemetery
112Rivermonte Cemetery
112Rivermonte Cemetery
112Rivermonte Cemetery
112Rivermonte Cemetery
Description
State
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
ASSET-TYPE-7
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQO
EQUIP
CAPLEASE
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
Tag Number
38HX15027008
1M04X2XDPFM1
B004315
20587
21005807
70480
B0160
NCC560414
Asset
12709
8485
8884
9136
9145
9222
8510
8550
9135
12710
8380
8474
8507
8509
8525
8552
8814
9134
9553
12526
13455
8381
8475
8478
8506
8579
8580
8581
8582
9133
9326
12238
12508
7985
7029
14544
14696
6161
6662
8555
8602
8603
8604
9140
9961
9050
12428
14103
9285
9322
9365
6818
6884
9583
9286
9323
9462
9518
9584
9585
Mahindra 1538 Tractor
Lowering Device
Honda Snowblower
Great Lakes Shore Liners
Trailer w/ Ramp
u lity Vehicle
Low Boy Casket Li
Master SS Lowering Device
Great Lakes Shore Liners
John Deere Gator TX
2009 Suzuki Mini Dump Truck
BACKHOE B95B
Low Boy Casket Li
Casket Carrier
Russo-KUB tractor 70340
Master SS Lowering Device
Master Lowering Device
Great Lakes Shore Liners
Russo 27" Snow Thrower
Snow Plow
Well Pump
2009 Suzuki Mini Dump Truck
LOWERING DEVICE
BACKHOE B95B
Low Boy Casket Li
Tractor 4WD 35 HP 70191
Front load w/ grill guardB1259
Snow blower 21002917
U lity Vehicle 23869
Shore Liners
Kubota Tractor
Snowblower
Frost remover
60"29hp G3 Z-Master Mower
John Deere F925 Mower
2018 Husqvarna M-ZT-61 Lwnmwr
2019 J Deere HPX615E VIN 20587
Shore Box
10" 4HP VIB Rammer (Russo)
Master SS Lowering Device
Snow Blower
Tractor 35 HP 70480
Frontload w/grille guard B0160
Great Lakes Shore Liners
LOADER BACKHOE
Acquisi on Cemetery Equipment
Backhoe Forks
Pallbearer Casket Carriage
Vibratory Rammer
SS Lowering Device
Li ing Device w/ Swings
2001 John Deere 1445 Mower
Toro Riding Mower
Acquisi on Cemetery Equipment
Vibratory Rammer
Li ing Device w/ Slings
SS Lowering Device
Kubota Tractor L2800
Case 580 SuperL Backhoe
Kubota L35 backhoe
3 Digit #
Name
State
112Rivermonte Cemetery
112Rivermonte Cemetery
112Rivermonte Cemetery
112Rivermonte Cemetery
113White Chapel Cemetery
113White Chapel Cemetery
113White Chapel Cemetery
113White Chapel Cemetery
113White Chapel Cemetery
113White Chapel Cemetery
113White Chapel Cemetery
113White Chapel Cemetery
222Highland Sacred Gardens
222Highland Sacred Gardens
222Highland Sacred Gardens
222Highland Sacred Gardens
223Memorial Park Sedalia
223Memorial Park Sedalia
223Memorial Park Sedalia
223Memorial Park Sedalia
223Memorial Park Sedalia
223Memorial Park Sedalia
223Memorial Park Sedalia
223Memorial Park Sedalia
223Memorial Park Sedalia
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
655Forest Hill Calvary Cem
125Lee Memorial Park
125Lee Memorial Park
125Lee Memorial Park
125Lee Memorial Park
125Lee Memorial Park
125Lee Memorial Park
224Carolina Biblical Garden
224Carolina Biblical Garden
224Carolina Biblical Garden
224Carolina Biblical Garden
224Carolina Biblical Garden
224Carolina Biblical Garden
224Carolina Biblical Garden
225Mar n Memorial Garden
225Mar n Memorial Garden
225Mar n Memorial Garden
226York Memorial Park
226York Memorial Park
226York Memorial Park
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MO
MS
MS
MS
MS
MS
MS
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
ASSET-TYPE-7
CMEQO
CMEQO
CMEQO
EQUIP
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
CMEQ
CMEQ
CMEQO
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
CAPLEASE
CAPLEASE
CMEQO
Asset
9586
9587
9588
13838
9311
9463
9464
9589
9591
9592
9593
13839
6450
6898
7046
14620
5796
6906
6908
6912
7535
7597
8374
13012
14621
5828
5863
6003
6358
7637
8452
8812
9201
9479
11301
9971
10378
11222
12507
13792
14623
10725
10075
10078
11124
11125
12057
5601
6512
5649
7221
7222
13351
13376
7975
8929
11358
14683
14685
5642
Tag Number
Description
54163
54162
409
85003
24365402
52035
10500
27615
16461
16463
77197
80068
90008
Kubota B7200 tractor
Acq Mowers
Acquisi on cemetery equipment
John Deere 930M Ztrak
Vibratory Rammer
SS Lowering Device
2005 Kubota Backhoe
Cat backhoe
Acq Mowers
Acq Massey Ferguson 1010
Acquisi on cemetery euipment
John Deere 930M Ztrak
Imperial Lowering Device
John Deere 650 Tractor
Toro groundsmaster 345 Mower
John Deere Z960M Cmrcial Ztrak
LB90 Loader Backhoe
Robin Cememtery tamper
Cememtery Lowering Device
Case Cememtery Backhoe
Major Backhoe repair (engine)
Crwn Equip Backhoe bucket
Dirt Trailer
2000 Grass Hopper Mower
John Deere Z930M Ztrak
Stainless Steel Lowering Dev
Ford 545 Backhoe
Heavy Duty Dump Trailer
1999 Mini Dump Truck
Lowering Device Stands
AgriMETAL LEAF BLOWER
Snow Blade Plow
Electric Golf Cart
Snow Plow
Case 580N Backhoe
Tamper
1994 Suzuki Mini Truck
2002 Monroe Trailer
8 Level Low Boy Casket Li
BS 50-2 Rammer Tamper
Imperial Placer Set Package
Kubota M59TLB Loader
New trailer
2012 Load Trail w lt bed
LZE740EKC604 Mower
LZE740EKC604 Mower
Vibratory Rammer
John Deere 5202 Tractor
Bachoe 580M 2WD Ext
Exmark Lazer Mower
Dump Trailer-single axle
Tamper
Grundfos Well Pump
9 Casket Space Temporary Stora
Wacker Earth Tamper BS 50-2
Exmark Mower 922236
Tamper
2019 John Deere WBM VIN 80068
2019 John Deere WBM VIN 90008
2 ExMark Mowers
3 Digit #
Name
State
226York Memorial Park
226York Memorial Park
226York Memorial Park
226York Memorial Park
226York Memorial Park
226York Memorial Park
226York Memorial Park
226York Memorial Park
248Floral Garden Park Cem
248Floral Garden Park Cem
248Floral Garden Park Cem
248Floral Garden Park Cem
248Floral Garden Park Cem
248Floral Garden Park Cem
248Floral Garden Park Cem
248Floral Garden Park Cem
248Floral Garden Park Cem
248Floral Garden Park Cem
248Floral Garden Park Cem
248Floral Garden Park Cem
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
249Montlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
250Mountlawn Memorial Park
620Randolph Memorial Park
620Randolph Memorial Park
620Randolph Memorial Park
620Randolph Memorial Park
620Randolph Memorial Park
620Randolph Memorial Park
621Alamance Memorial Park
621Alamance Memorial Park
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
ASSET-TYPE-7
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
Asset
5643
7231
7232
11701
13248
11424
11972
12653
11687
11688
11689
11690
11691
11698
13868
13869
12708
13195
13229
13338
14693
7974
11704
11707
11708
11714
11715
11716
11717
11496
13850
10027
11982
12810
12811
13228
13236
13312
14622
11695
11696
11718
11719
11720
11721
11723
11724
11725
11726
11130
12548
12740
12498
13259
13305
12546
13222
13902
11706
11506
Tag Number
Description
3 Casket Rollers-Grey
Tractor-New Holland TC-40A
Lowering Device
2002 New Holland Backhoe
(2) RTV500-A U lity Vehicles
Tamper
Lowering device
Pronovost 5 ton dump trailer
John Deere Backhoe 310SG
Kubota Tractor L4740
U-Dump Dirt Trailer Double Axe
Massey-Ferg Tractor
Vault Trailer
Setup Trailer
John Deere 930M Ztrak
John Deere 930M Ztrak
1280 Hotsy Pressure Washer
Portable Irriga on System
C: 22887570 JD Gator HPX
Wacker Jumping Jack BS5021
2019 J Deere HPX615E VIN 20173
5x8 Rear-Dp Trail w Trctr Hyd.
2007 New Holland Tractor
John Deere Gator 2004
John Deere Gator 2011
Mausoleum li 1990
Mausoleum li 1990
Mausoleum li 2011
6X12 Trailer
Case 580 N
John Deere 4044M Tractor
24 foot trailer
38" Grave bucket
#5502SK lowering device
#4901SK lowering device
C: 22887570 JD Gator HPX
Dump Trailer
Wacker Jumping Jack
Bomag BT 65 Tamper
ExMark Lazer Z mower
ExMark Lazer Z mower
Ford Backhoe 555 E
Kubota Tractor and Front Loade
UDUMP Wagon Dirt Wagon Green
Polaris u lity Ranger Vehicle
John Deere Mower Z930A
Ex- Mark Lazer Z Mower 72 inch
U lity Trailer
Vault trailer lowering trailer
LZ5749EKC724 Mower
Wacker Neuson Rammer BS50-2
Jumping Jack BS50-2 Wacker
Kubota Tractor w/ Loader
John Deere HPX4
2016 JCB 3CX Backhoe
Wacker Neuson Rammer BS50-2
5'x8' Offroad Trailers
Frigid Lowering Device
John Deere Gator 1999
Case 580N Backhoe
43401
MS690
11210
51517
51512
40956
24332643
20173
430
714
547
40957
24308640
3123
20297149
24254762
30023
54411
20297134
6257
91-31MP
60096
3 Digit #
Name
State
ASSET-TYPE-7
Asset
Tag Number
Description
621Alamance Memorial Park
621Alamance Memorial Park
621Alamance Memorial Park
621Alamance Memorial Park
621Alamance Memorial Park
621Alamance Memorial Park
621Alamance Memorial Park
621Alamance Memorial Park
622West Lawn Memorial Park
622West Lawn Memorial Park
622West Lawn Memorial Park
622West Lawn Memorial Park
622West Lawn Memorial Park
622West Lawn Memorial Park
622West Lawn Memorial Park
622West Lawn Memorial Park
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
623Wayne Mem Pk Park North
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
625Lakeview Memorial Park
627Pinelawn Memorial Prk
627Pinelawn Memorial Prk
627Pinelawn Memorial Prk
627Pinelawn Memorial Prk
627Pinelawn Memorial Prk
627Pinelawn Memorial Prk
627Pinelawn Memorial Prk
627Pinelawn Memorial Prk
627Pinelawn Memorial Prk
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
12499
13247
11402
11507
11997
12703
12704
12720
8037
8719
9808
5716
5722
5725
5726
5727
6156
6510
7855
5648
5717
11710
13863
13864
13865
13866
13867
11133
12426
12661
12721
13565
7683
5645
11700
11510
12662
13230
13233
11135
11403
11509
11998
11999
12500
12706
12707
12722
13069
13223
13314
6460
6513
8926
8927
11134
12427
12741
13234
13238
30061
43403
10736
AM-16385
AM-16384
1M04XDKFM100
979689
51382
51378
51672
1441
6264
3106
11212
M04X2XDVFM10
SN 24343889
60098
31410
56792
16458
10829
AM-16382
AM-16383
1M04X2XDCFM1
6258
24308641
922242
872320
48952
24254755
40958
Kubota Tractor w/ Loader
(2) RTV500-A U lity Vehicles
Low Boy Mausoleum Li
Pronovist trailer
38" Grave bucket
SK Master Cemetery Lowering De
SK Master Cemetery Lowering De
John Deere Gator TX
Lowering Device
SRS Gator
60 MOWER
John Deer Backhoe
2 in 1 Mausoleum Li
5x8 Dump Trailor
Wacker Grave Tamper
John Deere Tractor
580M 2WD STD
Scagg 26HP 5 Deck Mower
Kawasaki Mower 72"
240 MASSEY FERGUSSON TRACTOR
2 Exmark Lawnmower LZ27
Exmark 72 Mower 2006
John Deere 950M Mower
John Deere 950M Mower
John Deere 930M Ztrak
John Deere 4044M Tractor
John Deere D170 Loader
LZ5749EKC724 Mower
Echo 7.75" Edger
Pronovost 5 ton dump trailer
John Deere Gator TX
Jumping Jack BS50-2 Wacker
Grave Shore w/ accesories
Lowering Device
EZGO Shu le 6 Golf Cart
Case backhoe
Mahindra 5545
RTV-X900G U lity Vehicle
L4701HST 4WD Tractor
LZ5749EKC724 Mower
Low Boy Mausoleum Li
Pronovist trailer
38" Grave bucket
Vortexx Prosumer Pressure wash
Frigid CM Lowering Device
SK Master Cemetery Lowering De
SK Master Cemetery Lowering De
John Deere Gator TX
Silt seeder
5'x8' Offroad Trailers
Wacker Jumping Jack
Lowering Device
Backhoe 580M 2WD Ext
Exmark Mower 922242
Exmark Mower 872320
LZ5749EKC724 Mower
ExMark Leave Vaccuum System
Jumping Jack BS50-2 Wacker
C: 22887570 JD Gator HPX
Dump Trailer
3 Digit #
Name
State
628Skyline Memory Garden
628Skyline Memory Garden
628Skyline Memory Garden
628Skyline Memory Garden
628Skyline Memory Garden
629Rowan Memorial Park
629Rowan Memorial Park
629Rowan Memorial Park
629Rowan Memorial Park
629Rowan Memorial Park
629Rowan Memorial Park
630Oaklawn Memorial Gardens
630Oaklawn Memorial Gardens
630Oaklawn Memorial Gardens
630Oaklawn Memorial Gardens
630Oaklawn Memorial Gardens
630Oaklawn Memorial Gardens
630Oaklawn Memorial Gardens
747Crestview Memorial Park
747Crestview Memorial Park
747Crestview Memorial Park
747Crestview Memorial Park
747Crestview Memorial Park
747Crestview Memorial Park
747Crestview Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
748Woodlawn Memorial Park
749Chatham Memorial Park
749Chatham Memorial Park
749Chatham Memorial Park
749Chatham Memorial Park
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
ASSET-TYPE-7
CMEQ
CMEQO
CMEQO
CMEQO
EQUIP
CMEQ
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
EQUIP
CAPLEASE
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
Asset
9320
5663
5655
9412
13224
9813
6304
11703
13852
11138
13235
11699
11705
10804
13851
14246
11205
13350
3650
9832
11693
11702
12768
10165
12549
7856
8910
8912
8924
8925
9102
9209
9805
7207
9410
11711
11228
12547
7877
9414
11692
11697
14698
4403
4472
4480
4481
4484
4627
4628
4629
4814
4919
4920
5276
5289
5339
5422
6495
7958
Tag Number
Description
6256
51647
3109
40952
74547
5048
24332644
13056
2615031
20297148
825410
922401
50303
20297146
53478
15174
10273
10281
10282
10285
11684
11685
11686
14023
14911
14912
Backhoe
Dump Trailer
Casket Roller
New Holland Front End Loader
5'x8' Offroad Trailers
60 MOWER
Equipment
1996 John Deere Tractor
John Deere 930M Ztrak
LZ5749EKC724 Mower
C: 22887570 JD Gator HPX
Polaris Ranger UTV
John Deere Gator 1997
2012 Kubota KX-121
John Deere D170 Loader
JD 4044 (Compact U lity Tract
Southern 6 foot lawn plugger
Wacker Jumping Jack BS5021
New Holland Tractor
14 X 28 UTILITY BLDG
Dirt Trailer Single Axel Dump
1997 Kubota Backhoe
JCB Backhoe
Grave Bucket
Wacker Neuson Rammer BS50-2
kawasaki Mower 72"
Tamper-Gas Powered BS50-2
Imperial Stainless Steel Devic
Exmark Mower
Exmark mower
Kubota Tractor GB 0262
Kubota Ballast Box
72 MOWER
Mower
bobcat skid loader
Exmark 72 Mower 2008
2012 Kubota Backhoe M-59
Wacker Neuson Rammer BS50-2
Tamper 160-175LB Class
hawks dump trailer
Ford Backhoe R400 637 Model KF
John Deere 930 Mower
2019 J Deere 310EP VIN 53478
Riding Mower
A/C COMPRESSORS
Mausoleum Li
NEW TRACTOR
FRIGID FLUID LOWERING DEVICE
Badger 300 Hydro Seeder
9000 LB Mausoleum Li
2WD TRACTOR BACKHOE
Tractor
4WD 36"" Backhoe
Compressor & Heat Pumps
SNOW BLOWER
TORO 38600 SNOW COMMANDER
2003 Toro Workman
TORO SNOW COMMANDER
Trailer
Wildcat Mower
3 Digit #
Name
State
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
107BI-WMG Cemeteries
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
109Cloverleaf Memorial Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
548Locustwood Meml Park
670Arlington Cemetery
670Arlington Cemetery
670Arlington Cemetery
670Arlington Cemetery
670Arlington Cemetery
670Arlington Cemetery
670Arlington Cemetery
670Arlington Cemetery
671Bethel Memorial Park
671Bethel Memorial Park
671Bethel Memorial Park
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
ASSET-TYPE-7
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
Asset
8760
9216
10321
14668
10191
10486
10542
10838
11210
11523
12784
13337
13932
14561
14654
14655
14656
4452
4683
4685
4686
4741
5146
5167
5424
5508
7640
10527
12008
13935
3254
4457
4519
4630
4742
4743
4744
4803
4804
4855
4936
5272
6596
10528
10626
12754
13950
14341
14531
2803
3838
3839
4518
5273
9363
11175
10074
4529
4930
4932
Tag Number
Description
Vacuum
2 Electric Cooling Units
26674 Case 580SM2 Backhoe
Ver calPla ormLi (Elevator)
Generac port generator
Tractor Mount snow blower
3933 80 CC Shindaiwa Blower
Toro Sidewalk Snow plow
Casket Cart
5060 E Tire machine
Junkin Chrome Model #LD3287-C
Bartell Concrete Mixer
2 Tampers Serial#'s 7625- 76
ImperialCasketLoweringDevice
Shoring Box
Shoring Box
Shoring Box
10014 Casket Lowering Device
11740 BACKHOE
11742 GENERATOR
11743 1996 Maus Li DC18
13380 1981 Ford 1700 Tractor
POLE PRUNNER
Water pump unit
TORO SNOW COMMANDER
Lowering Device
Snow PLow
2323 Mahindra 4530 Tractor
Pole saw
Tamper serial#101541327627
11573 Used Backhoe Loader
10061 1 1/2 HP Jet Water Pump
10578 Frigid Fluid Lowering Device
11687 BACKHOE
13381 SNOW PLOW
13382 mausoleum li
13383 4WD TRACTOR
13817 Snow Blower
13818 Backpack Leaf Blower
14480 NEW HOLLAND BACKHOE
15145 Riding Mower
24" Chainsaw
Line Trimmer
2381 Mahindra 4530 Tractor
Pallbearer Casket carriage
Radtech Debris Blower
Tamper serial#101541327559
Lowering Device
Imperial 2.0 Lowering Device M
10069 Casket Lowering Device
13640 LOWERING DEVICE
13641 Mower/trimmer
10577 Kubota L2500DT 4WD Tractor
SNOW THROW BLOWER
Hedger
004FD Mahindra 4530 w/ loader
Trench box
10652 CHERRY HILL TRACTOR(Backhoe)
15099 Trimmer
15101 36"" bucket for backhoe
3 Digit #
Name
State
671Bethel Memorial Park
671Bethel Memorial Park
671Bethel Memorial Park
671Bethel Memorial Park
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
227Forest Hill Memorial Grdn
228Crown Hill Mem Pk Maus
228Crown Hill Mem Pk Maus
228Crown Hill Mem Pk Maus
228Crown Hill Mem Pk Maus
228Crown Hill Mem Pk Maus
228Crown Hill Mem Pk Maus
228Crown Hill Mem Pk Maus
228Crown Hill Mem Pk Maus
228Crown Hill Mem Pk Maus
228Crown Hill Mem Pk Maus
228Crown Hill Mem Pk Maus
229Resthaven Memory Gardens
229Resthaven Memory Gardens
229Resthaven Memory Gardens
229Resthaven Memory Gardens
229Resthaven Memory Gardens
229Resthaven Memory Gardens
229Resthaven Memory Gardens
230West Memory Gardens
230West Memory Gardens
230West Memory Gardens
230West Memory Gardens
230West Memory Gardens
231Highland Memorial Park
231Highland Memorial Park
231Highland Memorial Park
231Highland Memorial Park
232Hillside Memorial Park
232Hillside Memorial Park
232Hillside Memorial Park
232Hillside Memorial Park
232Hillside Memorial Park
232Hillside Memorial Park
232Hillside Memorial Park
232Hillside Memorial Park
232Hillside Memorial Park
233Northlawn Mem Gardens
233Northlawn Mem Gardens
233Northlawn Mem Gardens
233Northlawn Mem Gardens
233Northlawn Mem Gardens
233Northlawn Mem Gardens
Description
NJ
NJ
NJ
NJ
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
ASSET-TYPE-7
CMEQ
CMEQ
CMEQ
EQUIP
AUTOO
CAPLEASE
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
AUTOO
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
CAPLEASE
CMEQO
CMEQO
EQUIP
EQUIP
CMEQO
CMEQO
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
Tag Number
15173
95227
11111
USMN2913DD
1550
USMN-2887
A5532
LLLLL
12791
51651
40455
1545
Asset
4938
5517
5582
10032
6744
14675
9194
9457
6731
6732
6733
6734
6735
6736
6739
10328
14305
14349
6730
8709
6716
6717
6718
6719
6720
12659
12697
12805
14350
8720
7101
7102
7103
12652
12806
13184
14116
7084
7086
12807
14351
6745
6746
10147
10148
8346
9186
9456
7122
7123
7124
7125
12738
12694
8843
7134
7135
7136
7137
7140
Riding Mower
Lowering Device
Back Pac Blower
MS2612 Chainsaw
Gator
2019 J Deere HPX615E VIN 11111
Tractor
Dump Trailer
Air Compressor
Backhoe
Backhoe Bucket
Backhoe Forks
Gas/Diesel Tank
Lowering device
Tamper
Snowthrower
Lowering Device w/grass set
Lowering Device w/grass set AI
Gator
Jumping Jack
Backhoe
Hydralic Li
Lowering Device
Lowering Device
Mausoleam Li
Mahindra 4530
Gator - requested SN - 01550
HPX Gator
Lowering Device w/grass set AI
2008 Kubota KX-121 Backhoe
Backhoe-John Deere Model
Mausoleum Li
Tamper
Mahindra 4530
HPX Gator
Honda CX100 Rammer/Tamper
2001 Case 580SM Backhoe
Lowering Device
Tamper
HPX Gator
Lowering Device w/grass set &
backhoe-John Deere 300D
Lowering Device
NH Boomer Tractor
M59 Backhoe
26" 2-Stage Snowthrower
Tractor
Dump Trailer
Backhoe
Lowering Device
Mausoleum Li
John Deere Mower
Kubota 4WD Tractor
John Deere TX Gator
Snow Blower
New Holland backhoe
Lowering device
Mausoleum Li
New Holland Mower
2004 Kubota tractor
3 Digit #
Name
State
233Northlawn Mem Gardens
233Northlawn Mem Gardens
233Northlawn Mem Gardens
363Rest Haven Memorial Park
363Rest Haven Memorial Park
363Rest Haven Memorial Park
363Rest Haven Memorial Park
363Rest Haven Memorial Park
363Rest Haven Memorial Park
363Rest Haven Memorial Park
363Rest Haven Memorial Park
364Kingwood Memorial Park
364Kingwood Memorial Park
364Kingwood Memorial Park
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
606Butler County Mem Park
606Butler County Mem Park
606Butler County Mem Park
606Butler County Mem Park
606Butler County Mem Park
606Butler County Mem Park
736Heritage Hills Cemetery
736Heritage Hills Cemetery
737Royal Oak Cemetery
737Royal Oak Cemetery
737Royal Oak Cemetery
737Royal Oak Cemetery
25 Greenwood Cemetery
25 Greenwood Cemetery
25 Greenwood Cemetery
25 Greenwood Cemetery
30 Pleasant View Cemetery
30 Pleasant View Cemetery
30 Pleasant View Cemetery
30 Pleasant View Cemetery
30 Pleasant View Cemetery
30 Pleasant View Cemetery
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
Description
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
ASSET-TYPE-7
EQUIP
EQUIP
EQUIP
CAPLEASE
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
AUTOO
CAPLEASE
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
EQUIP
AUTOO
CMEQ
CMEQO
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
Asset
10146
12808
13289
14479
7969
7970
9315
13700
14190
10108
13266
10118
10002
12812
4532
4544
4545
4546
4549
4877
4892
6267
10566
12739
12767
12819
10121
12699
12701
7121
14565
3883
4369
7959
11224
8751
11234
7100
8750
6738
13226
3243
4256
4399
5455
2866
3259
5294
9237
11522
13931
4018
4108
4119
4348
5196
5220
5223
5360
5383
Tag Number
12914
B1247
11111
25986/25987
12963
10767
10779
10780
10781
10784
14595
14709
N2339
2146082
17046
23632
13802
15119
27611
N2033
B1556
11506
14837
15168
10257
11600
14134
14413
14437
15068
NH Boomer Tractor
HPX Gator
Honda Rammer
2015 John Deere 310K VIN 11111
Kubota Tractor RTV900 W
Kubota Tractor RTV900 W
New pump
FTV motor Kubota repl (7969)
Kubota Engine
2 Dump Trailers
Jumping Jack Tamper
NH Boomer Tractor
Lowering device
HPX Gator
Backhoe
Grave Tamper
Chain Saw
Ford-Backhoe-Model 550
Lowering device/Various equipm
8' CRYPT FRONT LOADER
REBUILT KENT HAMMER
Snow Blower
Mahindra 4530 4WD Tractor
Hotsy Trailer Mounted Wash Sys
JCB Backhoe
John Deere 3030 Tractor
20' Trailer
Jumping Jack BS50-2 Wacker
Gator - requested SN
JD Gator
2012 John Deere 310 VIN 23632
CEMETERY EQUIPMENT
New Backhoe
Air Condi oning unit
Rammer/Tamper
Snow Thrower
2014 Mahindra 4530
Gator
Snow Thrower
Ransom Mower
Honda CX100 Rammer/Tamper
MAUS HYDRALIC LIFT
Repair lowering device
Overhaul Dump Truck VIN#61440
GAS LINE
MOWER REPAIR
Diesel Tank
SPREADER BAR & CABLE EQUIP
Tractor/Loader
Lowering device
Tamper serial#101541327621
Mower
LOOP TRIMMER
HEDGE TRIMMER
BACKHOE FORKS
Backhoe-Model 580m2T
DIGGING BOX
HYDRO PUMP UNIT
POLE PRUNER
HOBART WELDER
3 Digit #
Name
State
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
251George Washington
251George Washington
251George Washington
251George Washington
251George Washington
253Sunset Memorial Park
253Sunset Memorial Park
253Sunset Memorial Park
253Sunset Memorial Park
253Sunset Memorial Park
253Sunset Memorial Park
253Sunset Memorial Park
253Sunset Memorial Park
253Sunset Memorial Park
253Sunset Memorial Park
303All Saints Cemetery
305Calvary Cemetery
305Calvary Cemetery
305Calvary Cemetery
307Holy Cross Cemetery
307Holy Cross Cemetery
309Holy Sepulchre Cemetery
312Resurrec on Cemetery
312Resurrec on Cemetery
312Resurrec on Cemetery
313Saint Peter and Paul Cem
313Saint Peter and Paul Cem
313Saint Peter and Paul Cem
313Saint Peter and Paul Cem
313Saint Peter and Paul Cem
313Saint Peter and Paul Cem
313Saint Peter and Paul Cem
314St John Neumann Cemetery
314St John Neumann Cemetery
354Bethlehem Memorial Park
354Bethlehem Memorial Park
354Bethlehem Memorial Park
354Bethlehem Memorial Park
354Bethlehem Memorial Park
354Bethlehem Memorial Park
354Bethlehem Memorial Park
354Bethlehem Memorial Park
360Riverside Cemetery
360Riverside Cemetery
360Riverside Cemetery
360Riverside Cemetery
360Riverside Cemetery
360Riverside Cemetery
360Riverside Cemetery
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
ASSET-TYPE-7
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
CAPLEASE
EQUIP
CAPLEASE
CAPLEASE
CAPLEASE
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
Asset
Tag Number
Description
5468
5540
6129
6315
7632
7978
12097
12677
13211
13936
14455
11727
11728
11729
11730
11731
13771
11747
11748
11750
11751
11754
11755
13886
14297
13940
13710
13067
13941
14226
13773
13942
13943
13660
13661
14227
14015
14017
14674
14296
12656
12657
13944
13971
14755
2925
2928
3480
4176
9236
9861
12748
14766
3511
3514
3515
3979
4030
4355
4401
20324
JM012237
53149
89361
83539
72102
86208
88800
58139
JM012209
314655672/31
314655659/31
10433
10436
12506
14574
20094145
N4C304789
12609
12612
12613
14035
14183
15086
15171
TURBINE HEATER
6X8 SINGLE AXLE U l Trailor
Backhoe 24: Bucket
BLOWER FOR MOWER DECK
New Motor on ExMark Mower
Chainsaw SN:279349678
Superior Lowering Device
Mower - confirm SN
John Deere JD Z930M 60"
Tamper serial#101541327620
Lowering Device w/straps
Kubota BF 400G Tractor 4X4 198
John Deere Tractor 4X4 1987
John Deere Gator gas/cab 2013
John Deere Gator gas 2007
John Deere Gator gas 2006
2015 John Deere 310K- Backhoe
New Holland 1395 Tractor 2004
John Deere 5045D Tractor 2013
John Deere 997 Lawn cu er 201
John Deere 997 Lawn Cu er 201
John Deere gator 2006
John Deere gator 2006
Backhoe Trans #11747
JD Gator S4 825MAK
Tamper serial#101541327614
2006 John Deere 410G - Backhoe
JD 310L Backhoe
Tamper serial#101541327624
Low Boy Casket Li
John Deere 825I Gator
2 Tampers serial#7611, serial
2 Tampers serial#7622, serial#
2015 John Deere 310LE - Backho
2015 John Deere 310EK - Backho
Low Boy Casket Li
2017 John Deere 50G - Excavato
2017 JCB, Inc. 3CX Compact
2019 J Deere 310EP VIN 58139
JD Gator S4 825MAV
Exmark Mower with bagger
Exmark Mower with bagger
3 Tampers 7604 7605 7606
Tamper serial#101541327616
Indeco HP1100 BackhoeRockHammr
CASKET LIFT
LOWERING DEVICE
SNOW PLOW & BLOWER
John Deere Mower
Tractor/Loader
WACKER BS50-2 RAMMER
2004 Case 580SM Backhoe
Imperial SS Lowering Device
300 GAL TANK/PARTS
TAMPER
MONUMENT LIFTER
2002 Exmark Mower
Mower Repair
Chain saw MS260-18
2004 Exmark Riding Mower
3 Digit #
Name
State
360Riverside Cemetery
360Riverside Cemetery
403Morris Cemetery
403Morris Cemetery
403Morris Cemetery
403Morris Cemetery
403Morris Cemetery
403Morris Cemetery
403Morris Cemetery
403Morris Cemetery
441Prospect Cemetery Inc
441Prospect Cemetery Inc
441Prospect Cemetery Inc
441Prospect Cemetery Inc
451Castleview Memorial Park
451Castleview Memorial Park
451Castleview Memorial Park
451Castleview Memorial Park
451Castleview Memorial Park
451Castleview Memorial Park
453Crestview Meml Park Inc
453Crestview Meml Park Inc
453Crestview Meml Park Inc
453Crestview Meml Park Inc
453Crestview Meml Park Inc
453Crestview Meml Park Inc
453Crestview Meml Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
455Blair Memorial Park Inc
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
457Centre County Meml Park
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
ASSET-TYPE-7
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
Asset
Tag Number
Description
12529
13978
2792
3526
3527
3529
3530
3532
5765
13269
3548
3556
11525
12098
2947
3576
3578
3579
5200
5250
3591
4130
4370
5203
5253
6009
12522
2796
2949
3009
3594
3595
4147
4196
4331
5149
5168
5340
5392
5395
7806
8498
8955
10322
11143
13946
3785
5389
7810
10024
14131
9982
10648
12247
12425
12679
12680
13980
14092
14132
10037
12646
12647
12649
12650
12652
12723
12731
10482
12810
12812
12813
12842
14474
15122
10046
10488
10633
12874
12875
14525
14629
15012
889467
26690
27216
13494
77475
315603352
315637616
Imperial 5502SK Lowering Devic
Bomag Tamper serial#1015413276
Repairs, Backhoe
WEEK WACKER
VAULT SLING
DUMP TRAILER
GAS / DIESEL TANKS
MONUMENT LIFTER
Lowering Device
John Deere 310C Backhoe
TAMPER
CASKET CARRIAGE
Snow thrower
Frigid CM Lowering Device
Tampers
Lowering Device
NEW HOLLAND 545D TRACTOR
LEAF VAC
Backhoe-Model 580m2T
BACKHOE BUCKET FOR VAULT
LEAR VAC
GEAR BOX FOR MOWER DECK
Riding Mower
Backhoe-Model 580m2T
BACKHOE BUCKET FOR VAULTS
SCAG 61 Rider Mower B5600219
Mahindra 4530
Hedge Trimmer
Leaf Blower
Tamper
LOWERING DEVICE
FORD 2120 TRACTOR
LAZER Z 27HP MOWER
WELL PUMP
Hydraulic Pump for backhoe
SNOW BLOWER
WATER PUMP
36" BUCKET FOR BACKHOE
TANAKA TREE TRIMMER
DIGGING BOX
12X16 Storage barn
Z830A Lawn Tractor
Exmark Mower 889467
Case 580SM2 Backhoe
LZE740EKC604 Mower
Tamper serial#101541327564
CASKET CARRIAGE
DIGGING BOX
Scag Mower
1999 John Deere Backhoe
JD 3039R Tractor
Lowering device
36" JD 310SE Backhoe Bucket
Imperial 5502SK Lowering Devic
Snow Plow
Exmark Lazer 60
Exmark Lazer 60
Bomag Tamper serial#1015413276
Billy Goat-Debris Loader & Acc
JD H165 Loader
3 Digit #
Name
459Mt Lebanon Cemetery
459Mt Lebanon Cemetery
459Mt Lebanon Cemetery
459Mt Lebanon Cemetery
459Mt Lebanon Cemetery
459Mt Lebanon Cemetery
459Mt Lebanon Cemetery
459Mt Lebanon Cemetery
460South Side Cemetery
460South Side Cemetery
460South Side Cemetery
460South Side Cemetery
460South Side Cemetery
462Woodlawn Meml Park Assn
462Woodlawn Meml Park Assn
462Woodlawn Meml Park Assn
462Woodlawn Meml Park Assn
462Woodlawn Meml Park Assn
462Woodlawn Meml Park Assn
462Woodlawn Meml Park Assn
463Sunset Hill Meml Gardens
463Sunset Hill Meml Gardens
463Sunset Hill Meml Gardens
463Sunset Hill Meml Gardens
463Sunset Hill Meml Gardens
463Sunset Hill Meml Gardens
464Mt Zion Cem Mausoleum
464Mt Zion Cem Mausoleum
464Mt Zion Cem Mausoleum
464Mt Zion Cem Mausoleum
464Mt Zion Cem Mausoleum
464Mt Zion Cem Mausoleum
464Mt Zion Cem Mausoleum
464Mt Zion Cem Mausoleum
464Mt Zion Cem Mausoleum
466Greene County Meml Park
466Greene County Meml Park
466Greene County Meml Park
466Greene County Meml Park
466Greene County Meml Park
466Greene County Meml Park
466Greene County Meml Park
469Grand View Meml Park
469Grand View Meml Park
469Grand View Meml Park
469Grand View Meml Park
469Grand View Meml Park
470Woodlawn Memorial Gardens
470Woodlawn Memorial Gardens
470Woodlawn Memorial Gardens
470Woodlawn Memorial Gardens
470Woodlawn Memorial Gardens
470Woodlawn Memorial Gardens
470Woodlawn Memorial Gardens
470Woodlawn Memorial Gardens
470Woodlawn Memorial Gardens
471Coraopolis Cemetery
471Coraopolis Cemetery
471Coraopolis Cemetery
475Tioga County Meml Garden
Description
State
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
ASSET-TYPE-7
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CAPLEASE
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
EQUIP
EQUIP
CMEQ
Asset
3621
3623
5151
9208
9376
13325
14064
14230
3627
3628
4306
5161
11527
4709
4710
4830
4834
5457
10796
11097
3633
3634
4002
4087
4372
5198
3637
3638
3644
3646
3647
4051
4282
4296
5181
2962
3654
3658
9229
14427
10399
10573
14110
9080
11416
13947
14628
1857
3682
3684
3986
7561
7602
12081
13210
13981
4729
11170
12011
2104
Tag Number
12954
12956
12345
A1-23867
12968
12969
14954
12997
12998
14187
14196
79257
13015
13016
14108
14355
15124
13034
13035
13041
13043
13044
14253
14889
14929
10521
13073
13077
LHJG333652
88888
13145
13150
13152
14047
20319
13171
2927
13593
CHAINSAW
LOWERING DEVICE
LOWERING DEVICES
Lowering Device
MA HUndra Tractor/Dump Cart
Case 580SM2
Bomag BT60 Tamper Pin#10154112
Lowering Device w/grass set A1
LOWERING DEVICE
FORD BACKHOE
CYLINDER ASY FOR BACKHOE
HYDRAULIC CYLINDER FOR BACKHOE
Lowering device
SUP; AL FRAME
SUP; PREMIER POLY GRASS
Lowering Device
Blower
CASE 580 M2T Loader/Backhoe
2013 CM Equipment Trailer
Troybilt Snow Blower
JACKHAMMER
JACKHAMMER GUN
Ford 36"" backhoe bucket
Kubota Tractor w/front loader
John Deere Riding Mower
Backhoe-Model 580m2T
DUMP TRAILER
LOWERING DEVICE
CLARK SCISSOR LIFT CUST MZC
Ford Tractor
CASE BACKHOE
pump for backhoe
Lawn Mower repair
Repairs to lawn mower
Case backhoe-Model 580m2T
Trimmer
LOWERING DEVICE
Maus / Casket Li
Lowering Device
JD 310L Loader Backhoe
Tractor & loader
Backhoe Bucket
2017 New Holland B95B Tractor
Dirt Cart
Mahindra 4530 with loader
Tamper serial#101541327562
Superior Chrome lowring device
John Deere 510E Backhoe
PLYWOOD FRAMING & CAULKING
LOWERING DEVICE
snowblower
Backhoe Forks
Maus HVAC Equip
Imperial Lowering Device
John Deere JD Z930M 60"
Bomag Tamper serial#1015413276
TRACTOR NEW HOLLAND 1530
Mahindra 4530 w/ loader
IMP5502SK Lowering device
Case Backhoe
3 Digit #
Name
State
475Tioga County Meml Garden
475Tioga County Meml Garden
475Tioga County Meml Garden
475Tioga County Meml Garden
495Riverview Memorial Garden
495Riverview Memorial Garden
495Riverview Memorial Garden
495Riverview Memorial Garden
495Riverview Memorial Garden
495Riverview Memorial Garden
495Riverview Memorial Garden
495Riverview Memorial Garden
495Riverview Memorial Garden
496Cumberland Valley Meml
496Cumberland Valley Meml
496Cumberland Valley Meml
496Cumberland Valley Meml
496Cumberland Valley Meml
496Cumberland Valley Meml
496Cumberland Valley Meml
496Cumberland Valley Meml
496Cumberland Valley Meml
496Cumberland Valley Meml
496Cumberland Valley Meml
497Tri-County Meml Gardens
497Tri-County Meml Gardens
497Tri-County Meml Gardens
497Tri-County Meml Gardens
497Tri-County Meml Gardens
498Blue Ridge Meml Gardens
498Blue Ridge Meml Gardens
498Blue Ridge Meml Gardens
498Blue Ridge Meml Gardens
498Blue Ridge Meml Gardens
498Blue Ridge Meml Gardens
498Blue Ridge Meml Gardens
498Blue Ridge Meml Gardens
529Parklawn Memorial Gardens
529Parklawn Memorial Gardens
529Parklawn Memorial Gardens
529Parklawn Memorial Gardens
529Parklawn Memorial Gardens
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
Description
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
ASSET-TYPE-7
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
Asset
3821
4324
5358
10414
1926
1954
2985
3731
3733
3735
4110
5216
13128
1940
1942
3736
3737
3739
3741
5612
7674
8954
9998
13072
3771
3872
7603
10022
13214
1970
1971
3746
3987
5290
5394
5460
13948
1693
3748
3749
3755
10417
2998
2999
3387
3780
3781
3782
3784
4088
5201
5204
5329
6560
7812
8717
12732
10415
10416
13203
Tag Number
13594
14996
13279
13319
10565
13280
13282
13284
14415
13299
13301
13285
13303
13305
13307
1050202
13425
13775
20284
13336
13337
13340
14051
12870
13361
13362
13368
54358
10607
10608
12257
13489
13490
13491
13493
14365
54800
54328
20337
John Deere Tractor
Frost Remover
CHAIN SAW
Ex Mark Mower
1987 FORD BACKHOE
FORD 1920 TRACTOR
X-Mark Lazer MOWER
MANUAL/WACKER TAMPER/
TRAC VAC 452 SVC
Casket Carriage
X-Mark Mower Engine
NH TC40 4WD TRACTOR
5502 SK Lowering Device
Ford 8N Tractor
John Deere 310E Backhoe
Hydraulic Li
WACKER TAMPER
LOWERING DEVICE
BACKHOE BUCKET
Air Compressor
JD 310G Backhoe
Exmark Mower 862901
Lowering device
T&H60 Hydraulic Breaker
1987 JOHN DEERE BACKHOE
pond pump
36" Backhoe Bucket
Lowering device
John Deere JD Z930M 60"
FURNITURE
STORAGE TANK-BLUERIDGE
LOWERING DEVICES (2)
well pump
SURING BOX
KOBALT AIR COMPRESSOR
Snow Blower
Tamper serial#101541327561
CASE 480 E BACKHOE
LAWN MOWER/UTILITY CART
WACKER TAMPER
CEMETERY BUCKET W/TEETH
Ex Mark Mower
Roller Placers/Device Strap
Grass Mat/Mound Cover
John Deere Lawn Mower
WACKER RAMMER TAMPER
Lowering Device
CHAIN SAW
John Deere 770 Tractor
water pump
WATER PUMP
DIGGING BOX
JUMPING JACK TAMPER
Backhoe Bucket Loader
Scag Mower
Digging Box
JD 310 SG Backhoe
Ex Mark Mower
Ex Mark Mower
John Deere JD Z930M 60"
3 Digit #
Name
State
536Green Lawn Memorial Park
536Green Lawn Memorial Park
583Mount Airy Cemetery
583Mount Airy Cemetery
583Mount Airy Cemetery
583Mount Airy Cemetery
583Mount Airy Cemetery
583Mount Airy Cemetery
583Mount Airy Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
592Westminster Cemetery
613Cedar Hill Mem Park
613Cedar Hill Mem Park
613Cedar Hill Mem Park
613Cedar Hill Mem Park
613Cedar Hill Mem Park
613Cedar Hill Mem Park
614Grandview Cemetery
614Grandview Cemetery
614Grandview Cemetery
614Grandview Cemetery
614Grandview Cemetery
614Grandview Cemetery
617Lafaye e Memorial Park
617Lafaye e Memorial Park
617Lafaye e Memorial Park
617Lafaye e Memorial Park
618Sylvan Hghts/Mt View Cem
618Sylvan Hghts/Mt View Cem
618Sylvan Hghts/Mt View Cem
618Sylvan Hghts/Mt View Cem
693Char ers Cemetery
693Char ers Cemetery
693Char ers Cemetery
693Char ers Cemetery
693Char ers Cemetery
693Char ers Cemetery
693Char ers Cemetery
693Char ers Cemetery
693Char ers Cemetery
693Char ers Cemetery
693Char ers Cemetery
705Laurelwood Cemetery
705Laurelwood Cemetery
705Laurelwood Cemetery
705Laurelwood Cemetery
705Laurelwood Cemetery
Description
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
ASSET-TYPE-7
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQO
EQUIP
EQUIP
CAPLEASE
CAPLEASE
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
Asset
13216
14244
3702
4770
4773
14094
14232
14342
14343
2008
2988
2989
3758
3759
3763
3766
3767
3768
3772
4378
7899
8758
9789
13951
9277
5708
5710
5711
11744
13984
8953
9238
10400
13564
13953
14552
6048
5738
11227
12087
13695
14661
14283
14356
2965
3029
3030
3690
4934
5193
6010
10918
10919
13708
14346
4870
4937
7886
11530
12749
Tag Number
20273
13214
13449
13452
A1-23850
13408
10583
10584
13412
13413
13417
13420
13421
13422
13426
15131
862900
51943
AI-24276
19607
2853
85107
10527
10668
10669
13195
15121
14572
15167
N3098
JJG0279075
John Deere JD Z930M 60"
Lowering Device
ACCT #15451 BANDIT CHIPPER
LOWERING DEVICE
BACKHOE
BT65 Bomag Tamper serial#10154
Lowering Device w/grass set A1
5x8 U lity Trailer for Pressu
Pressure Washer SN 18-12557
Mausoleum Li
Trimmer & String
Casket Cart/Stand
casket carrage
AIR COMPRESSOR
PRESSURE WASHER
NEW HOLLAND 1920 TRACTOR
Poll Pruner
TAMPER
Lowering Device
Riding Mower
12x24 Trailer and Shed
John Deere 310G Backhoe
BACKHOE HAMMER
Tamper serial#101541327560
New Tamper
Wacker Gas Tamper
John Deere 310G Backhoe
Tractor/Ford 1710
2011 Grass cu er John Deere 9
Bomag Tamper serial#1015413276
Exmark Mower 862900
Tractor/Loader
Kubota M59TLB
Trac Vac Leaf Blower
Tamper serial#101541327609
Imperial Casket Lwrng Device
Grave Tamper
Ingersoll Rand Air Compressor
2014 John Deere 310K Backhoe
Hiniker 8.5' Snow plow
2003 Case 580SM - Tractor (580
2013 Case 580SN VIN 8107
2 in 1 Low Boy Maus Li
Lowering Device W/grass set A1
Back Hoe 3 Rivers Tractor
Tampers
spreader & sling for backhoe
backhoe/new holland
Riding Mower
Backhoe-Model 580m2T
SCAG 61 Rider Mower
Lowering Device
Lowering Device
Tandem Trailer 9990 GVW
Lowering Device
A/C COMPRESSOR
Lawn Mower repair (drive sha
Tamper
Mahindra 4530
2001 Case 580 SM Backhoe
3 Digit #
Name
State
705Laurelwood Cemetery
705Laurelwood Cemetery
705Laurelwood Cemetery
705Laurelwood Cemetery
727Forest Lawn Gardens
36 Newport Memorial Park
36 Newport Memorial Park
36 Newport Memorial Park
36 Newport Memorial Park
36 Newport Memorial Park
36 Newport Memorial Park
36 Newport Memorial Park
36 Newport Memorial Park
236Frederick Memorial Chapel
236Frederick Memorial Chapel
236Frederick Memorial Chapel
236Frederick Memorial Chapel
236Frederick Memorial Chapel
236Frederick Memorial Chapel
236Frederick Memorial Chapel
236Frederick Memorial Chapel
236Frederick Memorial Chapel
237Graceland East Mem Park
237Graceland East Mem Park
237Graceland East Mem Park
237Graceland East Mem Park
237Graceland East Mem Park
237Graceland East Mem Park
237Graceland East Mem Park
237Graceland East Mem Park
237Graceland East Mem Park
347Graceland Cemetery West
347Graceland Cemetery West
347Graceland Cemetery West
347Graceland Cemetery West
347Graceland Cemetery West
347Graceland Cemetery West
347Graceland Cemetery West
347Graceland Cemetery West
347Graceland Cemetery West
347Graceland Cemetery West
348Good Shepherd Mem Park
348Good Shepherd Mem Park
348Good Shepherd Mem Park
348Good Shepherd Mem Park
348Good Shepherd Mem Park
348Good Shepherd Mem Park
348Good Shepherd Mem Park
348Good Shepherd Mem Park
348Good Shepherd Mem Park
348Good Shepherd Mem Park
349Springhill Mem Gardens
349Springhill Mem Gardens
349Springhill Mem Gardens
349Springhill Mem Gardens
349Springhill Mem Gardens
350Forest Lawn Cemetery
350Forest Lawn Cemetery
350Forest Lawn Cemetery
350Forest Lawn Cemetery
PA
PA
PA
PA
PA
RI
RI
RI
RI
RI
RI
RI
RI
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
SC
ASSET-TYPE-7
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
CMEQ
CMEQ
CMEQO
CMEQO
EQUIP
CMEQ
CMEQO
CMEQO
CMEQO
Asset
Tag Number
Description
31101237
11566
11568
11571
14481
21296
VDQ11
3124
20297150
16580
AM-16487
570BS502
80644
USMN2607LD
11211
54329
20297151
11529
12100
12254
13977
9378
3247
3249
3252
4856
5252
6594
7828
11284
9814
8087
8264
13277
11005
11127
11974
12541
13377
8721
7211
13257
13304
9984
11274
12838
12863
13809
8584
8089
8101
12068
12719
13258
10171
11275
12654
12658
7857
8274
5636
7205
7236
8105
8108
8110
10406
12543
7605
7858
8141
8144
11007
7906
7159
7203
8171
Snow thrower
Frigid CM Lowering Device
Husqvarna 580 BT Blower
Bomag Tamper serial#1015413276
New Backhoe
TRACTOR
TAMPER
VAULT SLING/LOWERING DEVICE
NEW HOLLAND BACKHOE
SNOW BLOWER
Mower
Mower
Backhoe Bucket
60 MOWER
Backhoe Bucket
Backhoe
2016 Mahindra Tractor
Ex Mark Bagger
LZ5749EKC724 Mower
Frigid lowering device
Wacker Neuson Rammer BS50-2
9 Casket Space Temporary Stora
Holland B95 Tractor
backhoe-engine replacement
John Deere HP4G
2016 JD 2032 Tractor
Lowering device
6' Plugger
8 Level Low Boy Casket Li
SK Master Lowering Device
Wacker Neuson BS50-2 Jumping J
Bush Hog
Gas/Diesel Tank
Welder
Case 580N Backhoe
Mahindra 4530
John Deere HP4G
Revolu on Lowering Device
MS690 Tamper
Imperial 5502S Lowering Device
Pronovost 5 ton dump trailer
Kawasaki Mower 72"
Superior Device
Case 580M Backhoe
John Deere Tractor
Dumptrailer
Air Compressor
Gas/Diesel Tank-500 Gallon
Mausoleum Li -Joey Jr
Ex Mark Mower
Wacker Neuson Rammer BS50-2
New Holland Tractor
Kawasaki Mower 72"
Tamper-Mikasa
Fountain Pump
20' Storage container
Wacker Tamp LG 29-3600
Dump Trailer
Backhoe-Case 580L
Vault Loader
3 Digit #
Name
State
350Forest Lawn Cemetery
350Forest Lawn Cemetery
350Forest Lawn Cemetery
350Forest Lawn Cemetery
350Forest Lawn Cemetery
352Whispering Pines Mem Grd
352Whispering Pines Mem Grd
121Forest Hill Cem East
121Forest Hill Cem East
121Forest Hill Cem East
121Forest Hill Cem East
121Forest Hill Cem East
121Forest Hill Cem East
121Forest Hill Cem East
121Forest Hill Cem East
121Forest Hill Cem East
121Forest Hill Cem East
121Forest Hill Cem East
121Forest Hill Cem East
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
122Forest Hill Cem South
123Forest Hill Cem Midtown
123Forest Hill Cem Midtown
123Forest Hill Cem Midtown
123Forest Hill Cem Midtown
123Forest Hill Cem Midtown
123Forest Hill Cem Midtown
123Forest Hill Cem Midtown
123Forest Hill Cem Midtown
123Forest Hill Cem Midtown
123Forest Hill Cem Midtown
123Forest Hill Cem Midtown
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
238Memorial Park Southwood
SC
SC
SC
SC
SC
SC
SC
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
ASSET-TYPE-7
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQO
CMEQO
CAPLEASE
CAPLEASE
CAPLEASE
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
CAPLEASE
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
CAPLEASE
CAPLEASE
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
Asset
Tag Number
Description
13972
10411
11129
12086
13265
8187
8189
14681
14694
14695
10724
14428
10627
11482
11483
11960
11962
14237
14554
9634
11056
10310
10628
11217
11487
11963
11964
11966
11967
11968
11969
13815
13961
14680
14689
8356
11488
11489
11970
12053
12054
12055
12056
12415
14663
14690
14691
7611
7146
7149
7151
7152
7153
7154
13170
10731
10429
11975
11976
11978
54327
27208
16747
80091
11111
11111
52033
MVJJ105121
56382
48014
4690
N2648/70202
79469
56379
2214
24350045
80092
11111
56383
47614
500192357
1756
11111
11111
52012
2212
Bush Hog 160 S/N114172000018
Ex Mark Mower
LZE740EKC604 Mower
Frigid CM Lowering Device
U lity Trailer
Laminator
Mausoleum Li
2019 John Deere WBM VIN 80091
2019 J Deere 4044M VIN 11111
2019 J Deere HPX615E VIN 11111
Kubota M59TLB Loader
JD 4044M U lity Tractor
Backhoe Forks
Wacker Neuson 4 cycle rammer
Dump Trailer
Li ing Device
SK Master lowering device
Lowering Device
ImperialCasketLoweringDevice
New Holland Backhoe Model 555E
Mahindra Tractor w/ loader
2010 Bri-Mar Dump Trailer
Backhoe Forks
SS Lowering Device
Wacker Neuson 4 cycle rammer
Li ing device
Dump trailer
Holland mobile stand
Holland mobile stand
SK Master lowering device
SK Master lowering device
BS 50-21 Rammer Tamper
BS 50-4As Rammer serial#243501
2019 John Deere WBM VIN 80092
2019 J Deere 4044M VIN 11111
John Deere 310 Backhoe
Wacker Neuson 4 cycle rammer
Dump Trailer
Li ing device
Holland Carrier mobile stand
Holland Carrier mobile stand
4901 SK Lowering Device
4901 SK Lowering Device
Pruning saw
2016 New Holland B95C VIN01756
2019 J Deere HPX615E VIN 11111
2019 J Deere 4044M VIN 11111
5502c Imperial Lowering Device
Tractor
backhoe
10 filing cabinets
6 Desks
Monument Display
3 air condi oners
2 200 Gallon Diesel/Gas Tanks
Kubota M59TLB Loader
Kubota Forks
Li ing device
Holland dump trailer
SK Master lowering device
3 Digit #
238Memorial Park Southwood
238Memorial Park Southwood
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
239Northridge Woodhaven Cem
240Woodhaven Memorial Garden
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
355Highland Memorial Gardens
356Ridgecrest Cemetery
356Ridgecrest Cemetery
356Ridgecrest Cemetery
356Ridgecrest Cemetery
356Ridgecrest Cemetery
356Ridgecrest Cemetery
356Ridgecrest Cemetery
356Ridgecrest Cemetery
356Ridgecrest Cemetery
356Ridgecrest Cemetery
356Ridgecrest Cemetery
607Lakewood Mem Grdns East
607Lakewood Mem Grdns East
607Lakewood Mem Grdns East
607Lakewood Mem Grdns East
607Lakewood Mem Grdns East
66 Shenandoah Memorial Park
66 Shenandoah Memorial Park
66 Shenandoah Memorial Park
66 Shenandoah Memorial Park
66 Shenandoah Memorial Park
66 Shenandoah Memorial Park
66 Shenandoah Memorial Park
66 Shenandoah Memorial Park
66 Shenandoah Memorial Park
66 Shenandoah Memorial Park
Name
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
TN
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
State
EQUIP
EQUIP
CMEQ
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
CMEQ
CMEQO
CMEQO
CMEQO
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
ASSET-TYPE-7
11979
13703
7630
6953
6957
6963
8231
10732
12060
10430
11495
11980
12063
12064
12065
12066
7163
8214
8215
8216
8219
8220
8221
8225
8226
9633
9637
13853
13854
11503
11985
11987
11988
13237
14725
9220
8217
8224
8227
13855
11131
11984
11989
11991
11992
11158
12232
12233
12494
13239
59
3105
3112
3918
5190
14295
9969
11140
13198
14744
Description
Tag Number
Asset
SK Master lowering device
SN# 24351558 Rammer BS50-2 (Gas Tamper)
Lowering Device
Light Fixtures
Dirt Trailer
Tractor
2 200 Gallon Diesel/Gas Tanks
52013Kubota M59TLB Loader
73729Mahindra 4530 Tractor
Kubota Forks
58411Wacker Neuson 4 cycle rammer
Li ing device
Holland Carrier mobile stand
Holland Carrier mobile stand
4901 SK Lowering Device
4901 SK Lowering Device
Buchman Scissors Li
2 Lowering Devices
Pole pruner
Hydro 30" Scissors Li
John Deere 970 Tractor
2-cycle S ll Trimmer
2 3.5 HP 2" Water Pumps
25 Gallon Air Compressor
2 2yd Hydro Dump Trailers
4689New Holland Backhoe Model 555E
9345New Holland Backhoe Model 6990
1668John Deere 3038E Tractor
51534John Deere 930M Ztrak
Wacker Neuson 4 cycle rammer
Li ing device
SK Master lowering device
SK Master lowering device
Dump Trailer
753892019 JD Z930M Ztrak VIN 75389
Tractor/Loader
Stone 2-cycle Tamper
JOhn Deere 1110 Ford Backhoe
2 2-cycle Echo leaf Blowers
29190John Deere D160 Loader
48960LZE740EKC604 Mower
2204Dump trailer
Li ing device
SK Master lowering device
SK Master lowering device
2780Mahindra 45.0 w/loader
SK Master Lowering Device
Holland Heavy Duty Dump Traile
24215504BS50-2I Rammer
Dump Trailer
10187Jimmy Cox - Big Tex Trailer
11053FRIGID LOWERING DEVICE
110601999 BRI MAR DUMP TRAILER
13875Kubota Tractor
Backhoe-Case Model 580m2T
LJJ104845JD Compact U l Tractor 4044M
Lowering device
48948LZE740EKC604 Mower
ExMark 60" Mower
WackerEarthTamper BS50-2
3 Digit #
Name
State
ASSET-TYPE-7
Asset
Tag Number
Description
66 Shenandoah Memorial Park
67 Sunset Memorial
67 Sunset Memorial
67 Sunset Memorial
67 Sunset Memorial
67 Sunset Memorial
68 Oak Hill Cemetery
68 Oak Hill Cemetery
68 Oak Hill Cemetery
68 Oak Hill Cemetery
69 Laurel Hill Memorial Park
69 Laurel Hill Memorial Park
69 Laurel Hill Memorial Park
69 Laurel Hill Memorial Park
69 Laurel Hill Memorial Park
69 Laurel Hill Memorial Park
69 Laurel Hill Memorial Park
69 Laurel Hill Memorial Park
120 Southlawn Memorial Park
120 Southlawn Memorial Park
120 Southlawn Memorial Park
120 Southlawn Memorial Park
180 Powell Valley Memorial
180 Powell Valley Memorial
180 Powell Valley Memorial
180 Powell Valley Memorial
180 Powell Valley Memorial
180 Powell Valley Memorial
180 Powell Valley Memorial
180 Powell Valley Memorial
180 Powell Valley Memorial
180 Powell Valley Memorial
180 Powell Valley Memorial
180 Powell Valley Memorial
244 Rosewood Gardens
244 Rosewood Gardens
244 Rosewood Gardens
244 Rosewood Gardens
244 Rosewood Gardens
244 Rosewood Gardens
244 Rosewood Gardens
254 Clinch Valley Cemetery
254 Clinch Valley Cemetery
254 Clinch Valley Cemetery
254 Clinch Valley Cemetery
254 Clinch Valley Cemetery
254 Clinch Valley Cemetery
254 Clinch Valley Cemetery
254 Clinch Valley Cemetery
254 Clinch Valley Cemetery
254 Clinch Valley Cemetery
254 Clinch Valley Cemetery
255 Greenwood Memorial Garden
255 Greenwood Memorial Garden
255 Greenwood Memorial Garden
255 Greenwood Memorial Garden
255 Greenwood Memorial Garden
255 Greenwood Memorial Garden
255 Greenwood Memorial Garden
255 Greenwood Memorial Garden
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
EQUIP
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQO
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
14745
3097
5191
9334
14334
14780
2823
3115
4084
5469
1112
2786
3268
3269
3915
8838
10323
10791
9392
10929
9970
12084
3139
3140
4334
4342
5420
5864
10574
10407
10576
10883
12673
13200
2791
2799
3318
4162
5353
6201
9303
11757
11758
11759
11760
11761
11762
11764
11765
11395
14308
14352
3929
7815
11766
11767
11769
11770
11771
11773
Frigid SS CasketLowrngDevice
11029LEAF BLOWER
TRACTOR & EQUIPMENT
6289Tractor/Loader 6289
Lowering device
Aeon Casket Carriage
10193Honda EM 3500 Generator
11078John Deere 770 Tractor
14345Lowering Device
Case 580M Backhoe
12007Case 580L Backhoe
10016VAULT SLINGS
11785LOWERING DEVICE
11786LEAF BLOWERS
13871JOHN DEERE 870 TRACTOR
#40 Forks
11874Tractor with 72" Bucket
88831Dump Trailer
Cemetery Equip
52116M59TLB Tractor
15x15 Vista top roll around
77884PF48 Pallet Forks
11161Weedwackers (3)
11162CASKET TRUCK
15018SL Backhoe Loader
15058TAMPER
LOWERING DEVICE & STRAPS
17 Gal Yellow Safety Cabinet
54330Ex Mark Mower
PF48 Tractor Forks
SS Lowering device
Exmark Lazer 60
ExMark 60" Mower
10030MONU-CAD System
10063NH LB75 Backhoe
12041Lowering Device
14551ExMark Mower 60" Deck
VAULT LOWERING DEVICE
VAULT SLING W/CABLES
New Holland trctr w loader
25x24 Metal Building
Kio Tractor DK45 2002 yr
Kio Tractor 3054 2003 yr
John Deere walkbehind
Dump trailer
Exmark LazerZ mower 2014
Kubota 2005 Backhoe L48
16219Lazer mower
Imperial Lowering Device
Frigid Lowering Device
13900Bucket for Backhoe
Scagg Mower by Kohler
1998 Ford Tractor
2011 New Holland 3040 Boom
2000 Exmark Lazer Z mower
2002 John Deere Gator
1997 John deere Tractor
2 lowering devices
T-N2684 L-69Mahindra 4530 tractor w/ loade
John Deere zeroturn z930a 2012
3 Digit #
Name
State
ASSET-TYPE-7
Asset
255Greenwood Memorial Garden
255Greenwood Memorial Garden
256Sunset Memorial Park
256Sunset Memorial Park
256Sunset Memorial Park
256Sunset Memorial Park
256Sunset Memorial Park
256Sunset Memorial Park
256Sunset Memorial Park
256Sunset Memorial Park
256Sunset Memorial Park
258Altavista Memorial Park
258Altavista Memorial Park
258Altavista Memorial Park
258Altavista Memorial Park
258Altavista Memorial Park
258Altavista Memorial Park
274Henry Memorial Park
274Henry Memorial Park
274Henry Memorial Park
275Rose Lawn Cemetery
275Rose Lawn Cemetery
275Rose Lawn Cemetery
275Rose Lawn Cemetery
275Rose Lawn Cemetery
275Rose Lawn Cemetery
275Rose Lawn Cemetery
275Rose Lawn Cemetery
275Rose Lawn Cemetery
275Rose Lawn Cemetery
275Rose Lawn Cemetery
276Mt Rose Cemetery
276Mt Rose Cemetery
276Mt Rose Cemetery
282Panorama Memorial Gardens
282Panorama Memorial Gardens
282Panorama Memorial Gardens
282Panorama Memorial Gardens
282Panorama Memorial Gardens
282Panorama Memorial Gardens
282Panorama Memorial Gardens
282Panorama Memorial Gardens
282Panorama Memorial Gardens
282Panorama Memorial Gardens
282Panorama Memorial Gardens
282Panorama Memorial Gardens
283Evergreen Memorial Garden
283Evergreen Memorial Garden
284Hillcrest Memory Gardens
284Hillcrest Memory Gardens
284Hillcrest Memory Gardens
284Hillcrest Memory Gardens
284Hillcrest Memory Gardens
284Hillcrest Memory Gardens
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
EQUIP
EQUIP
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
Description
13193
13194
4271
11397
11399
11398
11423
11498
11532
11533
12474
1208
3344
3345
3795
3808
10423
3493
9304
14734
2883
3320
3336
4145
4415
5188
5318
5384
6045
13204
14762
3495
8934
14612
3103
3535
3537
3538
3543
4409
7819
7820
9815
13207
14756
14757
3541
3542
3545
10105
11148
13208
14735
14770
3385
3386
3392
3393
4322
4346
14874
71920
51904
74379
11049
12131
12141
12142
13519
13553
12542
10354
12043
12098
14519
15205
12544
SN922402
11051
12677
12679
12680
12693
15182
12683
12692
12704
70603
48949
12255
12256
12262
12263
14989
15065
Tag Number
ExMark 60" Mower
ExMark 60" Mower
JOHN DEERE 935 TRACTOR
Mahindra 4530 Tractor
M59TLB Tractor
Pallet Forks
Maus li
Pronovist pping trailer
Lowering device
Lowering device
Countyline Rotary Cu er 6 Ft
TRAILER FOR LOWERING DEVICE
HEAT PUMP
HEAT PUMP
Backhoe
Clark Mauoleum Li Part 2
Well Water Pump
John Deere #3100 E Backhoe
new Holland Tractor w/ loader
2012 Kawasaki Mule 4000
S hl FS 55 Weedeaters
TAMPER MT 60H
weed eater & leaf blower
LAZER 27HP MOWER
Exmark Lazer Z 27HP 60" Cut
Backhoe-Model 580m series
VAULT POWER EQUIP-DUMP TRAILER
Fridgid Fluid Lowering Device
Power Pruner
ExMark 60" Mower
Frigid CM StainS Imperial Dev
EXMARK LASER SE130787 MOWER
EX Mark Mower
Wacker Earth Tamper BS 50-2
HONDA WATER PUMP
285 PETRO-HOPPER TANKS
Lowering Devices
BUCKET
TRACTOR/LAWNMOWER
Riding Mower
Scagg Mower by Kohler-#2
Scagg Mower by Kohler-#1
60 MOWER
ExMark 60" Mower
Wacker Earth Tamper BS 50-2
Frigid CM StainS Imperial Dev
TRACTOR/MOWER/LOADER
BACKHOE
TRACTOR
Backhoe
LZE740EKC604 Mower
ExMark 60" Mower
WackerEarthTamper BS50-2
Frigid CM StainS Imperial Dev
GRASS TRIMMER
BACKHOE LOADER
BACKHOE BUCKET
AIR COMPRESSOR
HYDRAULIC PUMP
TRACTOR HYDRAULICS & SWING POS
Tag Number
Description
3 Digit #
Name
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
300Juniata Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
302Sunset Memorial Park
399Roselawn Burial Park
399Roselawn Burial Park
399Roselawn Burial Park
399Roselawn Burial Park
399Roselawn Burial Park
399Roselawn Burial Park
399Roselawn Burial Park
399Roselawn Burial Park
399Roselawn Burial Park
399Roselawn Burial Park
399Roselawn Burial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
430Augusta Memorial Park
431Alleghany Memorial Park
431Alleghany Memorial Park
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
State
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
ASSET-TYPE-7
4358
5609
8956
12832
13794
9993
10413
12419
13215
13937
2935
3498
3499
3501
3508
4032
4236
4367
5180
5218
5229
5337
5502
6595
8942
9185
9364
11142
13827
3486
3490
3496
5865
8051
8873
8874
9556
10458
14778
14779
2795
2945
3568
4168
4290
4300
4329
5184
5243
5280
5790
7818
8881
9809
14298
14299
13209
14525
3569
4096
Asset
15091
922303
25NHH00148
TO310EX88658
54344
20275
10449
12571
12572
12574
12581
14191
14778
15117
889471
27223
12535
12539
12545
EA21556
3287
9197
64390
INV113863
INV113863
10043
10475
12764
14557
14907
14935
15009
JT062674
JT062342
12786
14386
FS110 Trimmer w/loop handle
BACKHOE FORKS
ExMark Mower 922303
HST Tractor
2006 Backhoe Loader 310EX
Lowering device
Ex Mark Mower
Frost Remover
John Deere JD Z930M 60"
Tamper serial#101541327563
TAMPER
TRIMMERS
CASKET ROLLERS
45 GALLON YELLOW CABINET
CASKET LIFT
KOHLER MWER LAZER Z EXQLZ23LR6
LASERJET 2200 D PRINTER
Riding Mower
CASE 580MSERIES LOADER/BACKHOE
NH COMPACT TRACTOR
2005 PJ DUMP TRAILER
TRAKMAT FOR VAULT INSTALL
Lowering Device
Backhoe Repair
Mower
Tractor
Load Trailer
LZE740EKC604 Mower
Exmark Lazer Z SN#400103173
MAUSOLEUM LIFT
TANKS REM.& INST.NEW GAS TANK
Imperial lowering device
S hl BR600 Leaf Blower
2009 Ford F450 Dump Truck
Lowering Device
Backhoe
2012 Load Trailer
Mahindra model 4530 tractor
LoweringDeviceFromHollandSply
LoweringDeviceFromHollandSply
SCHAGG MOWER
X-MARK MOWER
AIR COMPRESSOR
SNOW PLOW
IMPERIAL DEVICE
5'rake a achment for tractor
4 x 8 Tilt Trailer
Case Backhoe
New Holland Compact Tractor
Honda Power Washer
Lowering Device
Scagg Mower by Kohler
Superior Lowering Device
60 MOWER
JD Z930M ZTRAK 1TC930MCE
JD Z930M ZTRAK 1TC930MCK
ExMark 60" Mower
3HP 4 cyc Vibrator Rammer w/Ho
TILTBEL HWY TRAILER
Backhoe LB75B
3 Digit #
Name
State
431Alleghany Memorial Park
431Alleghany Memorial Park
431Alleghany Memorial Park
431Alleghany Memorial Park
431Alleghany Memorial Park
431Alleghany Memorial Park
431Alleghany Memorial Park
431Alleghany Memorial Park
431Alleghany Memorial Park
431Alleghany Memorial Park
431Alleghany Memorial Park
431Alleghany Memorial Park
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
449Oaklawn Maus Memory Gds
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
473Forest Lawn Cemetery
492Birchlawn Burial Park
492Birchlawn Burial Park
492Birchlawn Burial Park
492Birchlawn Burial Park
492Birchlawn Burial Park
492Birchlawn Burial Park
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
ASSET-TYPE-7
CMEQ
Asset
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
4275
4407
5266
8931
10932
14300
10544
10933
11012
11526
13828
14553
2863
2904
2974
3709
3710
5187
5311
6153
6559
9516
10044
10839
13212
14397
14526
10893
10894
10895
10898
10899
10900
10901
10902
10904
10734
11066
14354
10735
12399
13745
14763
14764
3822
3825
6505
7875
9816
13830
2981
2983
3722
3723
3725
3728
3931
4302
4303
4357
Tag Number
14879
15180
SN922238
N2828/71926
HT060364
71225
10254
10403
10551
13231
13232
10730
52153
57009
13606
13609
10558
10560
13256
13257
13259
13262
13906
14938
14939
15089
Description
Honda Power Washer 2.5
GPM
Kobato Mower
WACKER BS524 TAMPER
EX Mark Mower
Mahindra 4530 Tractor with
Loa
JD Z930M ZTRAK 1TC930MCA
Honda 2" water pump
PF48 Pallet Forks
Pucke Single Axle Dump
Cart
Lowering device
Exmark Lazer Z
SN#400103225
Wacker Earth Tamper BS 50-2
EX MARK MOWER
XMARK MOWER W/DECK
STIHL HEDGE CLIPPER
36" Backhoe Bucket
JOHN DEERE 770 TRACTOR
2005 Case 580 Backhoe
2006 STORAGE TRAILER
Imperial Lowering Device
Kubota L3430 Loader
Imperial SS w/ Straps
Backhoe forks
Provonost trailer
ExMark 60" Mower
Imperial Lowering Device
Wacker Earth Tamper BS 50-2
New Holland T1510
Tractor/Lein
water trailer tanks, pump, hos
Lower device 3 - IMP5502SK
John Deere gator 6 wheel gas
u
Holland U lity Tractor 4 wd d
mower hustler 60" model
10X5 Dump Trailer
lowering device
05 Case 580 Backhoe
Mahindra 4530 tractor/loader
Kubota M59TLB
JD 310L Loader Backhoe
Product
Tractor Forks
2014 Load Trailer
Casket Lowering Device
Frigid CM StainS Imperial Dev
Frigid CM StainS Imperial Dev
LOWERING DEVICE
CASKET TRUCK FOR
MAUSOLEUM
Kohler Mower
96 JD Bckhoe/Engine
60 MOWER
Exmark Lazer Z
SN#400103169
Solid Waste Container
Lowering Device
Vault Sling & Chain Saw
STORAGE CABINET 4134024
sod li ers/tree spades
Russell Mem'l Off Bldg
Constru
X Mark 23 HP 60 Cut
Rock Drill #5091 43 SN
392510
Sullair Compressor
Tamper RV-5 #1326
3 Digit #
Name
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
499Russell Memorial Cemetery
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
591Roosevelt Meml Park
596Briarwood Memorial Garden
596Briarwood Memorial Garden
596Briarwood Memorial Garden
596Briarwood Memorial Garden
596Briarwood Memorial Garden
597Virginia Memorial Park
597Virginia Memorial Park
597Virginia Memorial Park
597Virginia Memorial Park
597Virginia Memorial Park
597Virginia Memorial Park
597Virginia Memorial Park
597Virginia Memorial Park
597Virginia Memorial Park
598Fort Hill Memorial Park
598Fort Hill Memorial Park
598Fort Hill Memorial Park
598Fort Hill Memorial Park
598Fort Hill Memorial Park
598Fort Hill Memorial Park
598Fort Hill Memorial Park
598Fort Hill Memorial Park
598Fort Hill Memorial Park
598Fort Hill Memorial Park
598Fort Hill Memorial Park
653Old Dominion Meml Grdns
Description
State
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
ASSET-TYPE-7
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
Asset
4413
4444
5162
5497
5769
6043
7902
8932
11174
9983
12621
13213
2800
3787
3792
3893
4186
4250
4421
5207
5213
6517
6555
7610
7826
8007
8462
8877
8878
8882
13764
11098
13095
14613
2054
3343
3796
3801
3812
3007
3799
3807
6516
7817
10575
10577
10840
14702
2081
3802
3818
3820
3907
6036
9302
11172
9985
11173
14618
3012
Tag Number
15194
16019
SN92233
2831
75995
10064
13498
13503
13840
14613
14823
15222
502SN
13517
12140
13520
13525
13557
10627
13523
13552
10648
11034600
13562
13526
13583
13585
13860
2802
74377
10638
X Mark 27HP 72" Cut Lawn Mower
Husgrana Saw, Dump Trailer
USED ROCK DRILL ATSCOP90
LINDSEY AIR HAMMER
Casket Lowering Device
S hl Back Pack Blower
Cat #416 Backhoe 14"
EX Mark Mower
Mahindra 4530 w/ loader
Lowering device
2015 Load Trailer
ExMark 60" Mower
BACKHOE FORKS
Cyclone Mower Deck
Clark Mausoleum Li
LOWERING DEVICE Stnds/Aprns(6)
DRAPE WRAP FOR LOWERING DEVICE
Exmark Mower
HYDRAULIC PUMP FOR MOWER
2005 PJ DUMP TRAILOR
NH TC40 COMPACT TRACTOR
NH B95 Backhoe
NH TC35A Tractor
NH 36" Used Bucket
Vault Lowering Device
Imperial SS Lowering Device
2009 DUMP TRAILER XXX74541
Superior Lowering Device
John Deere 310SG
NH U lity Tractor
Repairs to Backhoe- Asset # 8
Imperial Lowering Device
TJ Vault Lowering Device
Imperial casket lwring device
STORAGE TANK-500 GAL
Case 580 Backhoe
Gas & Diesel Tanks
storage cabinet
1998 DUMP TRAILER
Frigid Lowering Device
JOHN DEERE SNOW PLOW
Clark Mausoleum Li Part 1
Case 580L Backhoe
Scagg Mower by kohler
Mahindra 4530 tractor w/ loade
PF48 Tractor Forks
Provonost trailer
Wacker Neuson BS 50-4 AS
BACKHOE 416 CAT
1998 DUMP TRAILER
1998 DUMP TRAILER
NEW TRACTOR & MOWER-ORDER
GRAVELY MOWER
Scag 61 Rider 26 Kawa Mower
2011 Load Trailor Tilt Gate
Mahindra 4530
Lowering device
Pallet Forks
Frigid CM StainS Imperial Dev
Kubota Tractor
3 Digit #
Name
State
ASSET-TYPE-7
653Old Dominion Meml Grdns
653Old Dominion Meml Grdns
653Old Dominion Meml Grdns
653Old Dominion Meml Grdns
653Old Dominion Meml Grdns
654Temple Hill Memorial Park
654Temple Hill Memorial Park
654Temple Hill Memorial Park
654Temple Hill Memorial Park
654Temple Hill Memorial Park
654Temple Hill Memorial Park
654Temple Hill Memorial Park
654Temple Hill Memorial Park
654Temple Hill Memorial Park
654Temple Hill Memorial Park
654Temple Hill Memorial Park
654Temple Hill Memorial Park
654Temple Hill Memorial Park
745Crestview Memorial Park
745Crestview Memorial Park
745Crestview Memorial Park
745Crestview Memorial Park
745Crestview Memorial Park
745Crestview Memorial Park
745Crestview Memorial Park
745Crestview Memorial Park
745Crestview Memorial Park
519Glenview Memorial Gardens
519Glenview Memorial Gardens
521Greenlawn Memorial Park
521Greenlawn Memorial Park
521Greenlawn Memorial Park
521Greenlawn Memorial Park
521Greenlawn Memorial Park
521Greenlawn Memorial Park
521Greenlawn Memorial Park
522Highland Memory Gardens
522Highland Memory Gardens
522Highland Memory Gardens
522Highland Memory Gardens
522Highland Memory Gardens
522Highland Memory Gardens
522Highland Memory Gardens
523Knollwood Memorial Park
523Knollwood Memorial Park
523Knollwood Memorial Park
523Knollwood Memorial Park
523Knollwood Memorial Park
523Knollwood Memorial Park
523Knollwood Memorial Park
523Knollwood Memorial Park
524Ledgeview Memorial Park
524Ledgeview Memorial Park
525Lincoln Memorial Cemetery
525Lincoln Memorial Cemetery
525Lincoln Memorial Cemetery
525Lincoln Memorial Cemetery
526Milton Lawns Mem Park
526Milton Lawns Mem Park
526Milton Lawns Mem Park
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
VA
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
Tag Number
Asset
3828
4385
5194
7816
11144
3831
4079
4393
6085
6086
6151
10457
10194
10409
11013
11145
11146
14542
3035
3038
3927
3928
4056
4414
8879
14301
11396
13365
13579
8917
13774
13775
13339
13340
13776
13777
14752
6346
13857
13858
13363
13366
14747
14676
13778
13859
13341
13342
13343
13354
13364
13860
13344
13345
13355
13779
13780
13781
13861
14438
13619
15140
27209
13631
14334
15151
65115
88832
54269
16459
48977
10687
10690
13898
13899
14265
15201
JT064247
16222
1019836
54190
54193
11111
51737
9100642
53994
24331572
24328708
54281
LJJG334390
Description
Mikasa Tamper
Ex-Marc Riding Mower
CASE 580 BACKHOE
Scagg Mower by kohler
LZE740EKC604 Mower
Lowering Device
Concrete Breaker
X Mark Kobuta Riding Mower
Fridig Fluid Lowering Device
Case Backhoe
Water Pressure Washer
Mahindra model 4530 tractor
BriMar Dump Wagon
Ex Mark Mower
Superior Lowering Device
LZE740EKC604 Mower
LZE740EKC604 Mower
Wacker Earth Tamper BS 50-2
INTEK 205 WATER PUMP
COMMERCIAL 72 MOWER
DECK
AIR COMPRESSOR, CHNSW,
TRMR
Ford NH tractor 1920
lowering device
6'X10' dump trailer
John Deere 310SG
JD Z930M ZTRAK 1TC930MCC
Lazer mower
Versa 6 FT trailer
Burial Equipment
X-Mark Zero Turn Mower
Repair
John Deere 3033R U lity Tract
John Deere HPX4 Gator
#5502 SK Lowering Device
Holland Carrier/Mobile Stand
John Deere Snowblower
John Deere H165 Loader
2019 J Deere Gator 01019836
JD Backhoe 310A
John Deere 930M Ztrak
John Deere 930M Ztrak
4901 SK Lowering Device
Versa 6 FT trailer
Western 7.5' HTS Snow Plow
2019 J Deere Z960M VIN
11111
John Deere 3033R U lity Tract
John Deere 960M Ztrak
Lawnmower - exp $800
snowblowe
#5502 SK Lowering Device
Holland Carrier/Mobile Stand
Bursh Buster Rotary Mower
BS50-2 Wacker
John Deere 930M Ztrak
2016 Wacker Rammer BS50-2
#5502 SK Lowering Device
BS50-2I Jumping Jack
John Deere Snowblower
John Deere H165 Loader
John Deere HPX4 Gator
John Deere 930M Ztrak
JD 310L Loader Backhoe
3 Digit #
Name
State
ASSET-TYPE-7
Asset
Tag Number
Description
526Milton Lawns Mem Park
527Roselawn Memorial Park
527Roselawn Memorial Park
527Roselawn Memorial Park
530VALHALLA MEMORIAL PARK
530VALHALLA MEMORIAL PARK
530VALHALLA MEMORIAL PARK
530VALHALLA MEMORIAL PARK
531Roselawn Memory Gardens
531Roselawn Memory Gardens
534SUNSET MEMORY GARDENS
534SUNSET MEMORY GARDENS
534SUNSET MEMORY GARDENS
535MORMON COULEE MEM PARK
535MORMON COULEE MEM PARK
535MORMON COULEE MEM PARK
535MORMON COULEE MEM PARK
138Parkview Memorial Park
138Parkview Memorial Park
138Parkview Memorial Park
138Parkview Memorial Park
138Parkview Memorial Park
138Parkview Memorial Park
138Parkview Memorial Park
139Grandview Memorial Park
139Grandview Memorial Park
139Grandview Memorial Park
139Grandview Memorial Park
139Grandview Memorial Park
139Grandview Memorial Park
139Grandview Memorial Park
139Grandview Memorial Park
139Grandview Memorial Park
139Grandview Memorial Park
140Shadow Lawn Memory Gdns
140Shadow Lawn Memory Gdns
140Shadow Lawn Memory Gdns
141Highland Hills Memorial
141Highland Hills Memorial
141Highland Hills Memorial
141Highland Hills Memorial
141Highland Hills Memorial
141Highland Hills Memorial
141Highland Hills Memorial
141Highland Hills Memorial
142Halcyon Hill Memorial Gdn
142Halcyon Hill Memorial Gdn
142Halcyon Hill Memorial Gdn
142Halcyon Hill Memorial Gdn
142Halcyon Hill Memorial Gdn
142Halcyon Hill Memorial Gdn
142Halcyon Hill Memorial Gdn
142Halcyon Hill Memorial Gdn
142Halcyon Hill Memorial Gdn
142Halcyon Hill Memorial Gdn
142Halcyon Hill Memorial Gdn
172Beverly Hills
172Beverly Hills
172Beverly Hills
172Beverly Hills
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CAPLEASE
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CAPLEASE
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CAPLEASE
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CAPLEASE
CMEQ
CMEQ
CMEQ
13580
13782
14439
13581
13276
13346
13347
13348
13367
13582
13862
13368
13583
14511
13369
13584
14512
14686
3271
3272
4185
4254
10421
14124
14687
3276
3278
3279
7717
7905
8941
10793
12407
14058
3282
3292
10420
3281
3287
3291
3625
3944
6012
9187
10419
13647
2877
3296
3298
3299
3300
3301
3302
4144
12676
14125
14684
408
3076
3083
LLJG334797
487
54097
90004
11811
11812
14608
14835
90018
11843
11845
11846
922357
52126/A2164/
11536
11870
11926
11869
11921
11925
12966
13931
1054
10338
11948
11950
11951
11952
11953
11954
14512
315637617
90015
10920
10928
10935
Burial Equipment
John Deere HPX4 Gator
JD 310L Loader Backhoe
Burial Equipment
2016 Mahindra Tractor
6 Level Low Boy Casket Li
#5502 SK Lowering Device
Holland Carrier/Mobile Stand
Versa 6 FT trailer
Burial Equipment
John Deere 930M Ztrak
Versa 6 FT trailer
Burial Equipment
John Deere Gator 2P (XUV825M
Versa 6 FT trailer
Burial Equipment
SnowEx Light Duty Snow Plow (7
2019 John Deere WBM VIN 90004
MAUSOLEUM LIFT
LOWERING DEVICE
MOWER
Backhoe Bucket
Ex Mark Mower
Bomag BT60 Tamper
2019 John Deere WBM VIN 90018
MAUSOLEUM LIFT
CREMATION UNIT
MARBLE BENCH
John Deere Tractor
Lowering Device
Mower
Kubota M59TLB tractor/backhoe
KB1536 Backhoe Bucket
Bomag BT60 Tamper
CABINET & CANS FOR WASTE DISP
LARGE CP CHIPPER VAC
Ex Mark Mower
MOWER
CEMETERY EQUIP LOWERING DEVICE
MAUSOLEUM LIFT
EXMARK LAWN TRACTOR
NW HOLLAND BACKHOE LB90 310516
SCAG 61 Rider Mower B5600212
Tractor
Ex Mark Mower
2016 Mahindra 5555 -Backhoe w
New Welder
BUCKET FOR BACHOE
TRACTOR
CUST02801 FRONT BLADE
DEWEEZE ATM - 72 MOWER
backhoe
Lawn Mower
4600 serial tractor MDL#925008
Exmark Lazer 60
Bomag BT60 Tamper
2019 John Deere WBM VIN 90015
WEED TRIMMER
MAUSOLEUM LIFT
Dump Wagons
Description
3 Digit #
172Beverly Hills
172Beverly Hills
172Beverly Hills
172Beverly Hills
172Beverly Hills
172Beverly Hills
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
173Floral Hills Memorial Gdn
176Montgomery Memorial Park
176Montgomery Memorial Park
176Montgomery Memorial Park
176Montgomery Memorial Park
176Montgomery Memorial Park
176Montgomery Memorial Park
176Montgomery Memorial Park
176Montgomery Memorial Park
176Montgomery Memorial Park
176Montgomery Memorial Park
176Montgomery Memorial Park
176Montgomery Memorial Park
177Pineview Cemetery
177Pineview Cemetery
177Pineview Cemetery
177Pineview Cemetery
177Pineview Cemetery
177Pineview Cemetery
177Pineview Cemetery
177Pineview Cemetery
178Restlawn Memorial Gardens
178Restlawn Memorial Gardens
178Restlawn Memorial Gardens
178Restlawn Memorial Gardens
179White Chapel Memorial Gdn
179White Chapel Memorial Gdn
179White Chapel Memorial Gdn
179White Chapel Memorial Gdn
179White Chapel Memorial Gdn
179White Chapel Memorial Gdn
181Floral Hills Gdn Of Mem
181Floral Hills Gdn Of Mem
181Floral Hills Gdn Of Mem
181Floral Hills Gdn Of Mem
181Floral Hills Gdn Of Mem
181Floral Hills Gdn Of Mem
181Floral Hills Gdn Of Mem
181Floral Hills Gdn Of Mem
Name
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
State
ASSET-TYPE-7
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CAPLEASE
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
Asset
3947
4026
4365
5219
11139
11413
14688
362
2808
2810
3065
3959
4034
4095
4429
5182
5300
5372
11308
10189
12687
14429
592
4228
4279
5177
6119
7884
8368
9362
11154
11310
12620
14432
3201
3205
4397
5214
5227
5654
11521
14434
3124
3172
8497
10110
430
4396
8940
10512
14333
14430
3027
3192
3193
3194
3196
4428
5576
5770
13935
14158
15115
16464
80083
10861
10158
10160
10880
13968
14193
14382
15242
N2807
315637599
PID1353646
11173
14743
14884
16109
10128
USMN-3091
PID1353642
11417
11421
15157
52429
PID1353645
11105
11276
51886
10952
15156
2213
PID1353647
10661
11360
11361
11362
11364
15241
Tag Number
BACKHOE PUMP 77028426
BACKHOE
Riding Mower
NH COMPACT TRACTOR
LZE740EKC604 Mower
Wacker
2019 John Deere WBM VIN 80083
ELECTRO DUMP TRAILER
LIFT
LAWNTRIMMER
MAUSOLEUM LIFT
TAMPER 03-41425
TRAILER FOR CASKETS
Air Compressor
Pump for well
VAULT INSTALLATION EQUIP
POWER WASHER
CHAIN SAW
Mahindra 4530 Tractor
Lowering Device 5502SK
Exmark Lazer 60
Bomag BT 65 Tamper
LAWN MOWER MAJOR REPAIRS
FORK FOR BACKHOE
Engine for Mower
BACKHOE
Trimmer
Tractor & Mower
F250 Trimmer
Lowering Device
Takeuchi TB145 Extractor
Kubota F2690 mower
Mahindra 4530
Bomag BT 65 Tamper
TRIMMER
TRIMMER
Riding Mower
NH COMPACT TRACTOR
2005 PJ DUMP TRAILER
Exmark MK604 Mower
M59TLB Loader
Bomag BT 65 Tamper
Riding Mower
MAUSOLEUM LIFT
Heat Pump
M59 Tractor
Mausoleum Li
Riding Mower
Mower
Mahindra 4530 Tractor
Lowering device
Bomag BT 65 Tamper
LOADERBACKHOE
TRAILER CEMETERY EQUIPMENT
Weed Wacker
DIRT/BUGGY/TIRE
MONARCH HYDRAULIC UNIT
Lowering device
GRAVE TAMPER
Lowering Device
Tag Number
Description
3 Digit #
Name
181Floral Hills Gdn Of Mem
182Highland Memory Gardens
182Highland Memory Gardens
182Highland Memory Gardens
182Highland Memory Gardens
182Highland Memory Gardens
182Highland Memory Gardens
182Highland Memory Gardens
182Highland Memory Gardens
183Jackson County Memorial
183Jackson County Memorial
183Jackson County Memorial
184Palm Memorial Gardens
184Palm Memorial Gardens
184Palm Memorial Gardens
184Palm Memorial Gardens
184Palm Memorial Gardens
184Palm Memorial Gardens
184Palm Memorial Gardens
185Resthaven Memorial Park
185Resthaven Memorial Park
185Resthaven Memorial Park
185Resthaven Memorial Park
185Resthaven Memorial Park
185Resthaven Memorial Park
185Resthaven Memorial Park
185Resthaven Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
187Woodlawn Memorial Park
188Roselawn Memorial Gardens
188Roselawn Memorial Gardens
188Roselawn Memorial Gardens
188Roselawn Memorial Gardens
188Roselawn Memorial Gardens
188Roselawn Memorial Gardens
257Valley View Mem Park
257Valley View Mem Park
257Valley View Mem Park
257Valley View Mem Park
257Valley View Mem Park
257Valley View Mem Park
257Valley View Mem Park
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
State
EQUIP
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
ASSET-TYPE-7
Asset
SN AM-16668
14322
2652
10248
52428
11096
11381
13782
10237
14607
14944
15148
PID1353643
10199
10201
11104
15146
232872
10230
11244
11245
11247
11248
11250
11251
11254
11256
13788
14664
14821
14982
15127
36701
16592
27222
315637612
11331
11334
7065
10370
10371
12171
12173
12305
13569
4074
5175
10788
11309
11520
12554
12597
13199
3199
3875
12675
2847
4184
4304
4390
5573
6349
14433
2828
2830
3123
4389
5354
8982
10005
12674
2842
3159
3160
3162
3163
3165
3166
3169
3171
3879
4206
4248
4317
4375
6087
10112
10326
11141
12645
13202
3187
3190
5217
8370
8479
8872
2890
2891
3351
3353
3404
5212
7537
Lowering Device Burial Equipme
CASKET LOWERING DEVICE
VAULT LOADER
Mahindra 4530 4WD tractor
Kubota F2690 mower
M59TLB Tractor
Mahindra 6530
8 Ton Tipping Trailer
ExMark 60" Mower
MAUSOLEUM LIFT
FORD TRACTOR
Exmark Lazer 60
SCISSORLIFT
MOWER
Heat Pump replacement (flood)
Riding Mower
Casket Lowering Device
Case Backhoe
Bomag BT 65 Tamper
Rotary bush Cu er
Scisser li
YANMAN TRACTOR 3300
Riding Mower
10" TAMPER WACKER
Backhoe
Air Hammer
Mower - confirm SN
36 Inch Mower
MAUSOLEUM LIFT
MOWER GS 25
TRACTOR ENGINE
LAWN MOWER
CASKET LOWER DEVICE
JOHN DEERE 316
Trimmers
ENGINE FOR LAWN MOWER
LAWN MOWER HT-20 6058298
Drive sha for Lazer Z Mower
weed eaters
Lowering device
Riding Mower
Hydro Pump
Compressor
Tamper
LZE740EKC604 Mower
Exmark Lazer 60
ExMark 60" Mower
LOWERING DEVICE
TAMPES MT 80
NH COMPACT TRACTOR
Black dump trailer
FABRICATED STEEL BOX
Backhoe
Scissors Li
GT-31 Hedge Trimmer
TRIMMER
LOWERING DEVICE
LOWERING DEVICE
NH COMPACT TRACTOR
Air Compressor
Tag Number
Description
3 Digit #
Name
State
257Valley View Mem Park
257Valley View Mem Park
257Valley View Mem Park
339Forest Memorial Park
339Forest Memorial Park
339Forest Memorial Park
339Forest Memorial Park
339Forest Memorial Park
339Forest Memorial Park
340Spring Valley Memory Gdns
340Spring Valley Memory Gdns
340Spring Valley Memory Gdns
340Spring Valley Memory Gdns
340Spring Valley Memory Gdns
341Forest Lawn Memorial Gdns
341Forest Lawn Memorial Gdns
341Forest Lawn Memorial Gdns
341Forest Lawn Memorial Gdns
342Fairview Memorial Gardens
342Fairview Memorial Gardens
343Grandview Memorial Park
343Grandview Memorial Park
343Grandview Memorial Park
343Grandview Memorial Park
343Grandview Memorial Park
343Grandview Memorial Park
343Grandview Memorial Park
343Grandview Memorial Park
345West Virginia Meml Grdn
345West Virginia Meml Grdn
345West Virginia Meml Grdn
345West Virginia Meml Grdn
345West Virginia Meml Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
346Rockbridge Memorial Grdn
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
511Evergreen Cemetery North
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CAPLEASE
CAPLEASE
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
ASSET-TYPE-7
12555
13205
14435
2900
4391
10794
12556
13967
14436
442
3405
10325
13206
14437
3410
3411
4070
5807
14699
14700
1349
3417
3419
4327
5656
9828
10412
12408
3426
3428
3429
4224
11011
3433
3435
3436
3437
3439
3442
3446
3567
4374
8930
10115
14517
14518
2991
3777
3779
3956
4122
4170
4257
4318
4366
9184
10797
10190
10408
12013
Asset
USMN-3002
PID1353639
10389
15149
52125/A2156/
43
PID1353640
10964
12306
PID1353641
12318
12319
14302
32943
32944
12348
12352
12354
15005
51462
54342
BT2916
12376
12378
12379
14738
12406
12408
12409
12410
12412
12415
12419
12763
15126
10597
13473
13475
13959
14443
14561
14841
14983
15116
2653
54339
Mahindra 4530
ExMark 60" Mower
Bomag BT 65 Tamper
CASKET LIFT
Riding Mower
Kubota M59TLB tractor/backhoe
Hudson HSE 18 trailer
Lowering Device serial#AI-2351
Bomag BT 65 Tamper
BACKHOE/LOADER-300D JOHN DEERE
JOHN DEERE TOWER
5502SK Lowering Device
ExMark 60" Mower
Bomag BT 65 Tamper
SCISSOR LIFT
LOWERING DEVICE
Bucket fot Backhoe
Backhoe Engine
2019 Spartan RT Pro VIN 32943
2019 Spartan RT Pro VIN 32944
HEAT PUMP
LOWERING DEVICE
SAFETY CAN STORAGE CABINET
New lowering device
Exmark Mower
KUBOTA TRACTOR
Ex Mark Mower
KA1422 Backhoe Bucket
48G PC-TRSH RCPT-CT
SCISSOR LIFT
SCISSOR LIFT
HOLLAND BACKHOE
Bucket Forks
POWER WASHER
MOWER DECK
Case 580 E Backhoe
KUBOTA TRACTORS (2)
IMPERIAL DEVICE
WELDER
LOWERING DEVICE
JOHN DEERE TRACTOR
Kubota Mower w/deck
Ex-Mark Mower 922356
Dump Trailer
3HP 4 cyc Vibrator Rammer w/Ho
Frigid CM StainS Imp Casket Lo
KUBATA TRACTOR
POWER WASHER & 4 CHAINSAWS
EX-CELLL 500 WATT GENERATOR
SHINDAWA TRIMMER
WATER PUMP
BRADCO 509 BACKHOE
Rebuilt transmission backhoe
Tamper for dirt
Riding Mower
Tractor
Mahindra 4530 4WD tractor
Lowering Device 5502SK
Ex Mark Mower
WT2286 Wacker
3 Digit #
Name
511Evergreen Cemetery North
512Evergreen Cemetery South
664Kanawha Valley Mem Garden
664Kanawha Valley Mem Garden
664Kanawha Valley Mem Garden
664Kanawha Valley Mem Garden
664Kanawha Valley Mem Garden
664Kanawha Valley Mem Garden
664Kanawha Valley Mem Garden
664Kanawha Valley Mem Garden
664Kanawha Valley Mem Garden
685Sunset Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
State
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
CMEQ
EQUIP
EQUIP
EQUIP
EQUIP
EQUIP
ASSET-TYPE-7
Asset
Description
12683
6362
5211
7551
7552
7553
10461
10188
12666
13826
14442
3843
4181
4368
5178
5774
8369
8943
10513
10336
11147
12684
13217
Tag Number
40EKC60400
36699
19882
PID1353644
13654
14604
15118
872399
2335
16462
315616057
Exmark Lazer 60
Case Backhoe
NH COMPACT TRACTOR
Mausoleum Li
Lowering Device
Backhoe
Doosan DC6699 Compressor
Lowering Device 5502SK
Exmark Lazer 60
Exmark Lazer Z SN#400103168
Bomag BT 65 Tamper
AIR COMP, GAS & DIESEL TANK
HEDGETRIMMER
Riding Mower
BACKHOE
Lowering Device
Tamper
Mower
Mahindra 4530 Tractor
#5502SK Lowering Device
LZE740EKC604 Mower
Mower - confirm SN
ExMark 60" Mower
STONEMOR - MOON MSA SCHEDULE 3B (Vehicles)
3 Digit #
Name
State
Unit #
Model Description
V IN
107Beth Israel Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
14 Cedar Hill Cemetery
25 Greenwood Cemetery
25 Greenwood Cemetery
30 Pleasant View Cemetery
30 Pleasant View Cemetery
36 Newport Memorial Park
36 Newport Memorial Park
66 Shenandoah Memorial Park
66 Shenandoah Memorial Park
67 Sunset Memorial Gardens
67 Sunset Memorial Gardens
67 Sunset Memorial Gardens
67 Sunset Memorial Gardens
68 Oak Hill Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
107Beth Israel Cemetery
109Cloverleaf Cemetery
109Cloverleaf Cemetery
109Cloverleaf Cemetery
111Eastlawn Cemetery
NJ
MD
MD
MD
MD
PA
PA
PA
PA
PA
PA
RI
RI
VA
VA
VA
VA
VA
VA
VA
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
NJ
MO
010111862019 Chevrolet Equinox LS All-wheel Drive (1XX26)
010022862011 Ford Super Duty F-350 DRW 2WD Reg Cab WB CA (F3G)
010022872013 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
010080552008 Ford E-150 Commercial Cargo Van (E14)
010165632019 John Deere 310EP - Backhoe / Loader (310 EP)
010022942012 Ford Super Duty F-250 SRW 4WD Reg Cab 137" (F2B)
010022952007 Ford F-150 2WD Reg Cab (F12)
010020301994 Ford F-350 Chassis Cab Reg Cab WB CA DRW 4WD (F38)
010020702000 Chevrolet C/K 3500 Reg Cab 135.5" WB 4WD DRW (CK31003)
010020802001 CHEVROLET VENTURE 4DR WAGON EXT (1UM16)
010021102007 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F47)
010080562002 Ford F-450 Chassis 4x4 SD Regular Cab 141 in. WB DRW HD Heavy (F47)
010080721997 FORD F-150 REG. CAB 4X2 STYLE (F17)
009934332016 Chevrolet Silverado 1500 LS 4x4 Crew Cab 6.6 . box 153 in. WB (CK15743)
010020162005 Ford Super Duty F-450 DRW Crew Cab (F47)
010018422000 GMC Classic Sierra 3500 HD Reg Cab 159.5" WB C5B (TC31403)
010022851997 Ford F-350 Dump Truck (F47)
010022961998 Ford F-150 Reg Cab (F17)
010022981988 Chevrolet 1 Ton Chassis-Cabs Cab WB (R943-D)
010019741989 GMC 1 Ton Chassis-Cabs Reg Cab 131.5" WB (C30903)
010018441980 Chevrolet C-10
010018541998 GMC SIERRA 1500 REG CAB 131.5 (TC10903)
010018571998 GMC SIERRA 1500 REG CAB 131.5 (TC10903)
010019242012 Ford Super Duty F-650 Straight Frame Gas Reg Cab (F6H)
010021431987 Nissan King Cab 4WD SE (23817)
010021441980 GMC DUMP TRUCK
010021451988 Ford Trucks
010021721991 Ford Econoline Cargo Van E150 Super (S14)
010021732014 Ford F-150 2WD Reg Cab (F1C)
010021752002 FORD RANGER REG CAB P/U (R10)
010021781986 Chevrolet Pickup
010021811981 GMC Pickup
010021851998 GMC SIERRA 1500 REG CAB 131.5 (TC10903)
010021881982 Interna onal SCOUT II
010022112001 DODGE DAKOTA QUAD CAB 131" (AN1L84)
010022121987 Dodge Trucks W250 Sweptline 131" WB 4WD (D6L62)
010022141985 Ford Pickup (F60)
010022151997 Ford F-350 Dump Truck (F47)
010022172008 Ford Super Duty F-350 DRW 2WD Reg Cab WB CA (F36)
010022192002 FORD EXPLORER XLT 4DR WGN 4WD (U73)
010022231993 FORD F-150 PICKUP (2WD) (F15)
010022241992 FORD F-150 PICKUP (2WD) (F15)
010165652019 John Deere 310EP - Backhoe / Loader (310 EP)
010018532009 Ford Super Duty F-250 SRW 4WD SuperCab (X21)
010022132008 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F57)
010022251996 Ford F-150 Reg Cab WB
010022261998 Ford Ranger Reg Cab (R10)
3GNAXSEVXKS583356
1FDRF3G65BEB26857
1FDUF4HY7DEA70052
1FTNE14WX8DA27643
1T0310ELHKG353465
1FTBF2B68CEC97384
1FTRF12217NA46976
2FDKF38MXRCA61440
1GBJK34R7YF404029
1GNDX03E81D253038
1FDXF47Y07EB04030
1FDXF47F12EC20540
1FTDF1723VNC79564
3GCUKNEC3GG262287
1FDXF47Y15EC02450
1GDKC34J6YF445979
1FDLF47G2VEB92937
1FTZF1728WNB23723
1GBHR34K9JJ120627
1GDHC34K5KE524768
CCM33AB1407960000
1GTEC14M0WZ851039
1GTEC14M7WZ851037
3FRNF6HP3CV483491
JN6HD16Y0HW003772
TCS616V572515
K80CVS11365
1FTES14N7MHB32918
1FTMF1CM8EKD78387
1FTYR10U72TA48243
1GBJC34M2GJ181850
1GDE6D1A5BV587896
1GTEC14M3WZ851035
1HTAA17E9CHA15438
1B7HL2AN215284740
1B7JW24TXHS356653
1FDNF60H5FVA30227
1FDPF70J7VVA33923
1FDWF36578ED99920
1FMDU73E22ZB46058
1FTDF15N4PLA52069
1FTEF15N2NNA31730
1T0310ELLKG353478
1FTSX21519EA05797
1FDAF57R28EA49747
1FTEF15YXTLB67297
1FTYR10U7WUB16136
3 Digit #
Name
State
Unit #
Model Description
112Rivermonte Cemetery
112Rivermonte Cemetery
112Rivermonte Cemetery
113White Chapel Cemetery
113White Chapel Cemetery
113White Chapel Cemetery
113White Chapel Cemetery
120Southlawn Memorial Park
121Forest Hills Cemetery-East
121Forest Hills Cemetery-East
121Forest Hills Cemetery-East
121Forest Hills Cemetery-East
121Forest Hills Cemetery-East
122Forest Hills Cemetery-South
123Forest Hills Cemetery-Midtown
123Forest Hills Cemetery-Midtown
123Forest Hills Cemetery-Midtown
124Sunset Memorial Park - MD
125Lee Memorial Park
125Lee Memorial Park
138Parkview Memorial Gardens
138Parkview Memorial Gardens
139Marion Hill
139Marion Hill
141Highland Hills Memorial
142Halycon Hill Memorial Garden
142Halycon Hill Memorial Garden
145Twin Hills Memorial Park
145Twin Hills Memorial Park
145Twin Hills Memorial Park
156Washington Na onal
156Washington Na onal
172Davis-Beverly Hills Cemetery
172Davis-Beverly Hills Cemetery
172Davis-Beverly Hills Cemetery
173Davis-Floral Hills Cemetery
173Davis-Floral Hills Cemetery
173Davis-Floral Hills Cemetery
176Woodlawn Memorial Park
176Montgomery Memorial Park
178Restlawn Memorial Gardens
178Restlawn Memorial Gardens
178Restlawn Memorial Gardens
182Sunset Memorial Park
182Sunset Memorial Park
184Cemetery Estates - Palm Mem.
185Resthaven Memorial Park
187Woodlawn Memorial Park
192Hill Crest Burial
MO
MO
MO
MO
MO
MO
MO
VA
AL
TN
TN
TN
TN
TN
TN
TN
TN
MD
MS
MS
WV
WV
WV
WV
WV
WV
WV
PA
PA
PA
MD
MD
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
WV
MD
010022381999 CHEVROLET VENTURE 4DR EXT WB 120" (1UM16)
010022772004 Ford Super Duty F-350 DRW Reg Cab WB CA 4WD (F37)
010022792002 FORD F-150 SUPERCAB 4WD STYLE (X18)
010018411979 GMC Sierra 1500
010022301996 Cadillac Concours
010022311997 CHEVROLET C1500 REG CAB P/U 131.5" (CC10903)
010022392001 Chrysler Town & Country 4dr LX FWD (RSYH53)
010020171994 FORD F-150 PICKUP 2WD (F15)
010161392004 Ford F-150 Heritage XL 4x2 Regular Cab Styleside 6.5 . box 120 in. WB (F17)
009919982016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010192612019 John Deere Walk Behind Mower - Mower (WBM)
010193092019 John Deere 4044M - Compact U lity Tractor (4044)
010193102019 John Deere HPX615E - U lity Vehicle (HPX615E)
009919952016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
009919972016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010192602019 John Deere Walk Behind Mower - Mower (WBM)
010193042019 John Deere 4044M - Compact U lity Tractor (4044)
010023002000 Chevrolet C/K 3500 Crew Cab 4dr 154.5" WB 4WD DRW (CK30743)
010022432012 Ford Super Duty F-250 SRW 4WD SuperCab (X2B)
010050392006 GMC Sierra 3500 Chassis Work Truck 4x4 Regular Cab 137 in. WB DRW (TK36003)
010019881991 Dodge D350 & W350 W350 Cab/Chassis 135" DRW 4WD (AD7L63)
010077802017 Chevrolet Silverado 3500HD Chassis WT 4x4 Regular Cab 137.5 in. WB DRW (CK36003)
010192672019 John Deere Walk Behind Mower - Mower (WBM)
010192682019 John Deere Walk Behind Mower - Mower (WBM)
010019922013 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
009923192016 Mahindra 5555 - Backhoe w Loader (5555)
010094442019 Chevrolet Equinox LS All-wheel Drive (1XX26)
010018752000 GMC Classic Sierra 3500 Reg Cab 135.5" WB 4WD DRW (TK31003)
010057272012 Ford F-250 XL 4x4 SD Regular Cab 8 . box 137 in. WB SRW (F2B)
010057282004 Ford E-350 Chassis Standard Cab SD 138 in. WB DRW (C35)
010022892002 Ford Super Duty F-450 DRW Reg Cab 4WD (F47)
010022932012 Ford Super Duty F-250 SRW 4WD Reg Cab 137" (F2B)
010077792017 Chevrolet Silverado 3500HD Chassis WT 4x4 Regular Cab 137.5 in. WB DRW (CK36003)
010192642019 John Deere Walk Behind Mower - Mower (WBM)
010192662019 John Deere Walk Behind Mower - Mower (WBM)
010019102012 Chevrolet Suburban 1500 LT 4x4 (CK10906)
010019372006 FORD F-350 SD REG DRW 4WD (F37)
010019452000 Ford Super Duty F-250 Supercab 4WD (X21)
010019422011 Ford Super Duty F-350 SRW 4WD Crew Cab (W3B)
010019512007 Chevrolet Silverado 3500 Chassis Classic Work Truck 4x4 Regular Cab 137 in. WB DRW (CK36003)
010018782012 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
010019392005 Ford Super Duty F-450 DRW Crew Cab (F47)
010019601980 GMC DUMP TRUCK
010019902011 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
010049162014 GMC Acadia SLT-1 All-wheel Drive (TV14526)
010019382001 Ford Super Duty F-450 Reg Cab (F46)
009952582016 Chevrolet Silverado 3500HD Chassis WT 4x4 Regular Cab 137.5 in. WB DRW (CK36003)
010019912012 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
010022902005 Ford Super Duty F-450 DRW Crew Cab (F47)
V IN
1GNDX03E6XD287066
1FDWF37S74EA75106
1FTRX18W62KC40341
TCL339J521858
1GBKC34J8TJ108910
1GCEC14W0VZ135872
2C4GP443X1R350250
1FTDF15Y4RNA00538
2FTRF17294CA69724
1GCNCNEH0GZ322491
1TCW48HLKHT080091
11111111111111111
11111111111111111
1GCNCNEH7GZ318888
1GCNCNEH3GZ322615
1TCW48HLHHT080092
11111111111111111
1GCHK33J8YF419693
1FT7X2B65CEB27549
1GDJK34U76E165600
1B6MM3689MS270265
1GB3KYCG1HZ239695
1TCW48HLPJT090018
1TCW48HLKHT080083
1FDUF5HTXDEA76647
S30TY1054
2GNAXSEV5K6150719
1GDJK34R3YF411857
1FTBF2B63CEA50578
1FDKF38G8PNA42872
1FDXF47F12EB56919
1FTBF2B66CEC97383
1GB3KYCG4HZ279124
1TCW48HLEJT090015
1TCW48HLPJT090004
1GNSKJE78CR256232
1FDWF37Y26EC84650
1FTNX21FXYEE32979
1FT8W3BT6BEB35774
1GBJK34U27E157799
1FDUF5HT0CEC86074
1FDXF47Y55EC02449
1GTDC14Z52F452783
1FDTF4HTXBEC71280
1GKKVRKD0EJ169939
1FDXF46S01EB06493
1GB3KYCG9GZ362336
1FDUF4HY2CEC62624
1FDXF47Y55EC02452
3 Digit #
Name
200Huntsville Memory
201Trici es Memorial Gardens
201Trici es Memorial Gardens
201Trici es Memorial Gardens
201Trici es Memorial Gardens
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
210Memorial Park Cemetery
212McHenry County Memorial park
213Windridge Memorial Park
213Windridge Memorial Park
216Highland Cemetery
216Highland Cemetery
217Riverview Cemetery
218Park lawn Cemetery & Mausoleum
219Joseph Valley Memorial Park
219Joseph Valley Memorial Park
219Joseph Valley Memorial Park
220Forest Lawn Memory Garden
220Valhalla Memory Gardens & Crematorium
220Valhalla Memory Gardens & Crematorium
221Forest Lawn Memorial Park
221Forest Lawn Memorial Park
223Memorial Park Sedalia
224Carolina biblical gardens
226York Memorial Park
226York Memorial Park
226York Memorial Park
227Forest Hills Memorial Gardens
227Forest Hills Memorial Gardens
227Forest Hills Memorial Gardens
228Crown Hill Memorial Park & Mausoleum
229Resthaven Memory Gardens
230West Memory Gardens
230West Memory Gardens
230West Memory Gardens
231Highland Memoral Park
231Highland Memoral Park
232Hillside Memorial Park
232Hillside Memorial Park
233Northlawn Memorial Garden & crematorium
233Northlawn Memorial Garden & crematorium
236Frederick Memorial Chapel
236Frederick Memorial Chapel
236Frederick Memorial Chapel
237Graceland East Memorial Park
State
AL
AL
AL
AL
AL
IA
IA
IA
IA
IA
IA
IL
IL
IL
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
KY
KY
MO
NC
NC
NC
NC
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
SC
SC
SC
SC
Unit #
Model Description
010169592015 GMC Sierra 2500HD Base 4x4 Double Cab 6.6 . box 144.2 in. WB (TK25753)
009909492015 Chevrolet Silverado 2500HD WT 4x4 Crew Cab 8 . box 167.7 in. WB (CK25943)
010018311999 CHEVROLET VENTURE 4DR EXT WB 120" (1UM16)
010169612012 Ford F-350 Chassis Lariat 4x2 SD Super Cab 162 in. WB DRW (X3G)
010192622019 John Deere Walk Behind Mower - Mower (WBM)
010016952004 FORD F-250 SD REG CAB SRW 4WD (F21)
010016962004 FORD F-250 SD REG CAB SRW 4WD (F21)
010016982002 Pon ac Montana Front-wheel Drive Extended Passenger Van Small Van (2UM16)
010016992004 FORD F-150 HERITAGE REG STYLE (F18)
010089752019 Chevrolet Express 2500 Work Van Rear-wheel Drive Cargo Van (CG23405)
010146422018 John Deere 5055E - U lity Tractor (5055E)
010045192000 FORD F-350 SD REG CHAS DRW 4WD (F37)
010016782006 Chevrolet Silverado 1500 Work Truck 4x4 Regular Cab 8 . box 133 in. WB (CK15903)
010017042008 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F37)
009989562017 RAM 1500 SLT 4x4 Crew Cab 140 in. WB (DS6H98)
010016591996 Dodge Ram 3500 Chassis Cab WB, CA DRW 4WD
010016472000 Ford Super Duty F-250 Reg Cab 137" 4WD (F21)
010016372004 CHEVROLET SILVERADO 2500 REG 133" (CK25903)
010016152009 Dodge Ram 2500 SLT 4x4 Quad Cab 140.5 in. WB (DH7H41)
010016271987 Lincoln Town Car 4dr Sedan (M81)
010016352006 Chevrolet Silverado 3500 Chassis Work Truck 4x4 Regular Cab 137 in. WB DRW (CK36003)
010016582000 DODGE GRAND CARAVAN SE WAGON (NSKH53)
010019042005 Chevrolet Silverado 3500 Chassis Work Truck 4x4 Regular Cab 137 in. WB DRW (CK36003)
010024562009 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F57)
010022712013 Chevrolet Tahoe LT 4x4 (CK10706)
010022821999 FORD F-250 SD REG CAB SRW 4WD (F21)
010022421997 Ford F-350 Chassis Cab Reg Cab WB, CA DRW 4WD (F38)
010022481993 Ford Ranger Supercab Styleside 125" WB (R14)
010092252012 Chevrolet Silverado 1500 LT 4x4 Crew Cab 5.75 . box 143.5 in. WB (CK10543)
010192632019 John Deere Walk Behind Mower - Mower (WBM)
010192652019 John Deere Walk Behind Mower - Mower (WBM)
010021682003 Chevrolet Silverado 3500 Chassis 4x4 Extended Cab 161.5 in. WB Heavy (CK36053)
010083062019 Chevrolet Equinox LS All-wheel Drive (1XX26)
010190622019 John Deere HPX615E - U lity Vehicle (HPX615E)
010021512011 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F3H)
010021672006 Chevrolet Silverado 3500 Chassis Work Truck 4x4 Regular Cab 137 in. WB DRW (CK36003)
010021181998 Dodge Ram BR3500 WB DRW 4WD (BR8L63)
010021711996 Chevrolet C/K 2500 HD Reg Cab 131.5" WB 4WD C6P
010023992001 Case 580SM - Backhoe Loader (580SM)
010021532000 FORD F-350 SD REG CHAS DRW 4WD (F37)
010021642003 FORD RANGER REG CAB P/U (R10)
010021192013 Toyota Sienna LE 7 Passenger 4dr All-wheel Drive Passenger Van (5366)
010021542005 FORD F-350 SD REG DRW 4WD (F37)
010021492000 Ford Super Duty F-550 Reg Cab WB 4WD (F57)
010025072014 Ford Super Duty F-250 SRW 4WD SuperCab (X2B)
010020421993 Ford Econoline Cargo Van E-250 Super (S24)
010020482003 Chevrolet Silverado 3500 Chassis 4x2 Extended Cab 161.5 in. WB Heavy (CC36053)
010021562005 Ford Super Duty F-450 DRW Crew Cab (F47)
009951712017 Chevrolet Express 2500 Work Van Rear-wheel Drive Cargo Van (CG23405)
V IN
1GT22XEG7FZ143520
1GB1KUEG1FF650381
1GNDX03E1XD171564
1FD8X3G67CEB88870
1TCW48HLCHT080054
1FTNF21L14EB14087
1FTNF21LX4ED21092
1GMDX13EX2D280351
2FTRF182X4CA65681
1GCWGAFG0K1152020
11111111111111111
1FDWF37S5YEE28934
1GCEK14X86Z272734
1FDWF37Y88EB77735
3C6RR7LT6HG709512
1B6MF3650TJ109758
1FTNF21L9YED96033
1GCHK24U74E344486
3D7KS28T79G503195
1LNBM81F9HY705841
1GBJK34U76E239347
1B4GP44G8YB807176
1GBJK34UX5E260918
1FDAF57R89EB18488
1GNSKBE09DR346435
1FTNF21LXXED16804
3FEKF38GXVMA51169
1FTCR14A5PPA63298
1GCPKSE7XCF132937
1TCW48HLCHT080068
1TCW48HLVJT090008
1GBJK39U73E244357
3GNAXSEV8KS512740
11111111111111111
1FDRF3H64BEC03359
1GBJK34U66E237203
3B6MF3652WM234509
1GCGK24R1TE236922
222222222LLLLLLLL
1FDWF37L3YED86028
1FTYR10U73PB64763
5TDJK3DC1DS054639
1FDWF37YX5EB15944
1FDAF57F5YEA91335
1FT7X2B6XEEB75180
1FTFS24Y1PHB26069
1GBJC39U13E182287
1FDXF47Y35EC02451
1GCWGAFF7H1181806
3 Digit #
Name
State
Unit #
Model Description
237Graceland East Memorial Park
237Graceland East Memorial Park
238Southwoods Memorial Park
238Southwoods Memorial Park
238Southwoods Memorial Park
238Southwoods Memorial Park
238Southwoods Memorial Park
239Northridge Woodhaven Cemetery
248Floral Garden Park Cemetery
248Floral Garden Park Cemetery
249Montlawn Memorial Park
249Montlawn Memorial Park
250Mountlawn Memorial Park
251George Washington Cemetery
253Sunset Memorial Park
253Sunset Memorial Park
253Sunset Memorial Park
253Sunset Memorial Park
255Greenwood Memorial Gardens
256Sunset Memorial Park
275Roselawn Cemeteries
282Panorama Memorial Gardens
300Juniata Memorial Park
303All Saints Cemetery
304All Souls Cemetery
304All Souls Cemetery
305Calvary Cemetery
305Calvary Cemetery
305Calvary Cemetery
305Calvary Cemetery
307Holy Cross Cemetery
307Holy Cross Cemetery
307Holy Cross Cemetery
307Holy Cross Cemetery
307Holy Cross Cemetery
307Holy Cross Cemetery
307Holy Cross Cemetery
307Holy Cross Cemetery
309Holy Sepulchre Cemetery
309Holy Sepulchre Cemetery
309Holy Sepulchre Cemetery
309Holy Sepulchre Cemetery
309Holy Sepulchre Cemetery
309Holy Sepulchre Cemetery
309Holy Sepulchre Cemetery
309Holy Sepulchre Cemetery
310Immaculate Heart of Mary
311New Cathedral Cemetery
312Resurrec on Cemetery
SC
SC
TN
TN
TN
TN
TN
TN
NC
NC
NC
NC
NC
PA
PA
PA
PA
PA
VA
PA
VA
VA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
010020432013 Ford F-150 2WD Reg Cab (F1C)
010093912014 Ford F-550 Chassis XL 4x4 SD Regular Cab 141 in. WB DRW (F5H)
009919782016 Chevrolet Silverado 2500HD WT 4x4 Double Cab 8 . box 158.1 in. WB (CK25953)
009920102016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010177722016 New Holland B95C ROPS RetroExcavator - Tractor (B95C)
010193052019 John Deere HPX615E - U lity Vehicle (HPX615E)
010193062019 John Deere 4044M - Compact U lity Tractor (4044)
009919962016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010016912011 Ford Super Duty F-250 SRW 4WD SuperCab (X2B)
010022522008 Ford F-150 2WD Reg Cab (F12)
009920032016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010193082019 John Deere HPX615E - U lity Vehicle (HPX615E)
010038072018 Chevrolet Silverado 2500HD WT 4x4 Double Cab 8 . box 158.1 in. WB (CK25953)
010020612005 FORD F-250 SD REG CAB SRW 4WD (F21)
009971512015 John Deere 310K - Backhoe / Loader (310K)
010020572011 Ford F-150 2WD SuperCrew (W1C)
010056252015 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
010056262005 Ford F-250 XL 4x4 SD Regular Cab 137 in. WB (F21)
010019732011 Chevrolet Silverado 1500 Work Truck 4x2 Regular Cab 8 . box 133 in. WB (CC10903)
010020212007 Ford F-150 2WD Reg Cab (F12)
010234562015 Ford F-350 XLT 4x4 SD Regular Cab 8 . box 137 in. WB SRW (F3B)
010020102007 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F57)
010020741999 GMC Sierra 3500 Reg Cab 135.5" WB 4WD DRW (TK31003)
009960022006 John Deere 410G - Backhoe (410G)
010006492016 Chevrolet Silverado 3500HD WT 4x4 Regular Cab 133.6 in. WB DRW (CK35903)
010006642016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006432016 Chevrolet Silverado 3500HD WT 4x4 Regular Cab 133.6 in. WB DRW (CK35903)
010006562016 Chevrolet Silverado 3500HD WT 4x2 Regular Cab 133.6 in. WB DRW (CC35903)
010006612016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006742016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006452016 Chevrolet Silverado 3500HD WT 4x4 Regular Cab 133.6 in. WB DRW (CK35903)
010006532016 Chevrolet Silverado 3500HD WT 4x2 Regular Cab 133.6 in. WB DRW (CC35903)
010006592016 Chevrolet Silverado 3500HD WT 4x2 Regular Cab 133.6 in. WB DRW (CC35903)
010006732016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006762016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006782016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010080741998 FORD E-350 SUPER CARGO VN 138" (S34)
010080852006 Ford F-250 XL 4x4 SD Regular Cab 137 in. WB SRW (F21)
010006472016 Chevrolet Silverado 3500HD WT 4x4 Regular Cab 133.6 in. WB DRW (CK35903)
010006522016 Chevrolet Silverado 3500HD WT 4x2 Regular Cab 133.6 in. WB DRW (CC35903)
010006542016 Chevrolet Silverado 3500HD WT 4x2 Regular Cab 133.6 in. WB DRW (CC35903)
010006622016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006702016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006712016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006752016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006772016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006582016 Chevrolet Silverado 3500HD WT 4x4 Regular Cab 133.6 in. WB DRW (CK35903)
010006412016 Chevrolet Silverado 3500HD WT 4x4 Regular Cab 133.6 in. WB DRW (CK35903)
010006402016 Dodge Grand Caravan AVP/SE Front-wheel Drive Passenger Van (RTKH53)
V IN
1FTMF1CMXDKD99384
1FDUF5HY2EEA87364
1GC2KUEG8GZ322004
1GCNCNEH5GZ322924
NGHH01756
11111111111111111
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1GCNCNEH4GZ319660
1FT7X2B65BEC18464
1FTRF12W78KC27568
1GCNCNEH1GZ319065
1M0615EACKM020173
1GC2KUEG9JZ123289
1FTNF21585EA87778
1T0310KXEEE272121
1FTFW1CT9BFC25182
1FDUF5HY1FEC18558
1FTNF21535EA96324
1GCNCPE08BF179175
1FTRF122X7NA34101
1FDRF3H63FEA15678
1FDAF57Y67EB51574
1GDJK34R0XF087717
1T0410GX953149
1GB3KYCG8GZ169868
1GC0KUEG1GZ168338
1GB3KYCG6GZ169724
1GB3CYCG3GZ168866
1GC0KUEG7GZ169011
1GC0KUEG7GZ164245
1GB3KYCGXGZ168270
1GB3CYCG1GZ167523
1GB3CYCG0GZ169828
1GC0KUEG2GZ169238
1GC0KUEG9GZ168443
1GC0KUEG5GZ168441
1FTSE34L1WHA37424
1FTNF21586EB47429
1GB3KYCGXGZ169645
1GB3CYCG3GZ166891
1GB3CYCG9GZ166619
1GC0KUEG8GZ167607
1GC0KUEG5GZ168326
1GC0KUEG7GZ168716
1GC0KUEG7GZ169056
1GC0KUEG6GZ168352
1GB3KYCG9GZ167899
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2C4RDGBG0GR125515
3 Digit #
Name
State
Unit #
Model Description
312Resurrec on Cemetery
312Resurrec on Cemetery
312Resurrec on Cemetery
312Resurrec on Cemetery
312Resurrec on Cemetery
312Resurrec on Cemetery
312Resurrec on Cemetery
312Resurrec on Cemetery
312Resurrec on Cemetery
313St Peter and Paul Cemetery
313St Peter and Paul Cemetery
313St Peter and Paul Cemetery
313St Peter and Paul Cemetery
313St Peter and Paul Cemetery
313St Peter and Paul Cemetery
313St Peter and Paul Cemetery
313St Peter and Paul Cemetery
313St Peter and Paul Cemetery
313St Peter and Paul Cemetery
313St Peter and Paul Cemetery
313St Peter and Paul Cemetery
314St John Neumann Cemetery
314St John Neumann Cemetery
314St John Neumann Cemetery
314St John Neumann Cemetery
339Forest Memorial Park - WV
342Fairview Memorial Gardens - WV
342Fairview Memorial Gardens - WV
345West Virginia Memorial Gardens
345West Virginia Memorial Gardens
347Graceland Cemetery West
347Graceland Cemetery West
347Graceland Cemetery West
349Springhill Memorial Gardens
350Forest lawn Cemetery
350Forest lawn Cemetery
354Bethlehem Memorial Park
355Highland Memorial Gardens
356Ridgecrest Cemetery
356Ridgecrest Cemetery
360Riverside Cemetery
360Riverside Cemetery
362Green Lawn Cemetery
362Green Lawn Cemetery
362Kingwood Cemetery
362Green Lawn Cemetery
363Rest Haven Memorial Park
363Rest Haven Memorial Park
399Roselawn Burial Park
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
WV
WV
WV
WV
WV
SC
SC
SC
SC
SC
SC
PA
TN
TN
TN
PA
PA
OH
OH
OH
OH
OH
OH
VA
010006482016 Chevrolet Silverado 3500HD WT 4x4 Regular Cab 133.6 in. WB DRW (CK35903)
010006502016 Chevrolet Silverado 3500HD WT 4x4 Regular Cab 133.6 in. WB DRW (CK35903)
010006652016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006662016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006792016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010081122003 Ford F-450 Chassis 4x2 SD Regular Cab 141 in. WB DRW HD Heavy (F46)
009927032007 John Deere 310TJ - Backhoe / Loader (310TJ)
009937782015 John Deere 310LE - Backhoe (310LE)
009937812015 John Deere 310EK - Backhoe (310EK)
010000912017 Chevrolet Silverado 3500HD Chassis WT 4x4 Regular Cab 137.5 in. WB DRW (CK36003)
010006462016 Chevrolet Silverado 3500HD WT 4x4 Regular Cab 133.6 in. WB DRW (CK35903)
010006512016 Chevrolet Silverado 3500HD WT 4x4 Regular Cab 133.6 in. WB DRW (CK35903)
010006552016 Chevrolet Silverado 3500HD WT 4x2 Regular Cab 133.6 in. WB DRW (CC35903)
010006602016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006632016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006682016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006722016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010081142001 FORD F-250 SD REG CAB SRW 4WD (F21)
009984422017 John Deere 50G - Excavator (50G)
010000842017 JCB, Inc. 3CX Compact - 12' BHL (3CX)
010189662019 John Deere 310EP - Backhoe / Loader (310 EP)
010006442016 Chevrolet Silverado 3500HD WT 4x4 Regular Cab 133.6 in. WB DRW (CK35903)
010006572016 Chevrolet Silverado 3500HD WT 4x2 Regular Cab 133.6 in. WB DRW (CC35903)
010006672016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010006692016 Chevrolet Silverado 2500HD WT 4x4 Regular Cab 8 . box 133.6 in. WB (CK25903)
010019112012 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
010191982019 Spartan RT Pro - 61" 25 HP Kohler (RT PRO)
010191992019 Spartan RT Pro - 61" 25 HP Kohler (RT PRO)
010019621996 Ford F-350 Chassis Cab Reg Cab 137" WB, 60.0" CA DRW 4WD
010019892015 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F3H)
010024962011 Chevrolet Tahoe LT1 4x4 (CK10706)
010025042013 Chevrolet Suburban 1500 LT 4x4 (CK10906)
010079442015 Chevrolet Silverado 1500 LT w/1LT 4x2 Crew Cab 6.5 . box 153 in. WB (CC15743)
010020471990 Cadillac Brougham 4dr Sedan (6DW69)
010020442000 FORD E-250 REG ECONO CARGO VAN (E24)
010020511990 Ford F-Super Duty Cab/Chassis DRW (F47)
010020942009 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F57)
009920022016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
009920092016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010198302019 John Deere Z930M Z Trak - Mower (Z930M)
010018702011 Ford Super Duty F-250 SRW 4WD Reg Cab 137" (F2B)
010020992014 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
010021171997 Ford F-150 Reg Cab Flareside 120" 4WD (F08)
010021611998 FORD E-150 CARGO VAN 138" WB (E14)
010021632007 Ford Super Duty F-350 SRW 4WD SuperCab (X31)
010021691994 CHEVROLET C1500 PICKUP 117.5"WB (CC10703)
010021661995 Chevrolet Sport Van G30 Ext Sport 146" WB (CG31606)
010109232015 John Deere 310K - Backhoe / Loader (310K)
010020152005 Ford Super Duty F-450 DRW Crew Cab (F47)
V IN
1GB3KYCG0GZ169749
1GB3KYCG5GZ167558
1GC0KUEG0GZ165494
1GC0KUEG5GZ167094
1GC0KUEG7GZ167582
1FDXF46S23EA86041
T0310TJ148767
1T0310ELTFG283539
1T0310EKCEG272102
1GB3KYCG0HZ265799
1GB3KYCG4GZ163582
1GB3KYCG9GZ164744
1GB3CYCG9GZ166118
1GC0KUEG4GZ163943
1GC0KUEG7GZ163631
1GC0KUEG9GZ164859
1GC0KUEG8GZ164254
1FTNF21L01EB21656
1FF050GXVHH286208
2454494
1T0310LXAKF358139
1GB3KYCG9GZ169765
1GB3CYCG1GZ170339
1GC0KUEG0GZ168217
1GC0KUEG4GZ168284
1FDUF4HY0CEC62623
SRPR161747KC9KB032943
SRPR161747KC7KB032944
2FDKF38G5TCA56969
1FDRF3H69FEB97483
1GNSKBE01BR382875
1GNSKJE73DR311669
3GCPCREHXFG123575
1G6DW5476LR730678
1FTNE24L4YHA05917
2FDLF47G8LCA98113
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1GCNCNEH8GZ323842
1GCNCNEH9GZ319038
1TC930MCHKT075389
1FTBF2B6XBEA15289
1FDUF4HY1EEA80772
2FTDF08W1VCA20864
1FTRE1427WHC14746
1FTWX315X7EA08783
1GCEC14Z8RZ148921
1GAHG39N4SF100500
1T0310EKAEG272913
1FDXF47Y15EC02447
3 Digit #
Name
State
Unit #
Model Description
399Roselawn Burial Park
400Bronswood Cemetery
400Bronswood Cemetery
430Augusta Memorial Park
431Alleghany Memorial Park
441Laurelwood Prospect
442Northshore Gardens of Memories
442Northshore Gardens of Memories
443Highland Memorial park
449Oaklawn Maus & memory gds
455Blair Memorial Park
457Centre County Memorial park
457Centre County Memorial park
457Centre County Memorial park
462Woodlawn Memorial Park Associa on
462Woodlawn Memorial Park Associa on
464Mt Zion Cemetery & Mausoleum
464Mt Zion Cemetery & Mausoleum
464Mt Zion Cemetery & Mausoleum
469Grandview Memorial Park
469Grandview Memorial Park
470Woodlawn Memorial Gardens
470Woodlawn Memorial Gardens
470Woodlawn Memorial Gardens
471Coraopolis Cemetery
473Forest Lawn Cemetery VA
475Tioga County Memorial Gardens
492Birchlawn Burial Park
495Riverview Memorial Garden
495Riverview Memorial Garden
495Riverview Memorial Garden
496Cumberland Valley Memorial
496Cumberland Valley Memorial
496Cumberland Valley Memorial
496Cumberland Valley Memorial
497Tri-County Memorial Gardens
499Russell Memorial Park
511Evergreen Cemetery North
511Evergreen Cemetery North
519Glenview Memorial Gardens
521Greenlawn Memorial Park WI
521Greenlawn Memorial Park WI
522Highland Memory Gardens WI
522Highland Memory Gardens WI
522Roselawn Memory Gardens
522Highland Memory Gardens WI
522Highland Memory
523Knollwood Memorial Park
523Knollwood Memorial Park
VA
IL
IL
VA
VA
PA
IL
IL
IL
VA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
PA
VA
PA
VA
PA
PA
PA
PA
PA
PA
PA
PA
VA
WV
WV
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
010080702014 Ford Escape SE 4dr 4x4 (U9G)
010016881997 FORD F-150 SUPERCAB 2WD STYLE (X17)
010017032007 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F37)
010020142005 FORD F-350 SD REG DRW 4WD (F37)
010020072012 Ford Super Duty F-350 DRW 4WD SuperCab 162" WB 60" CA (X3H)
010020551996 Ford F-150 Reg Cab WB 4WD
010016752015 Chevrolet Silverado 3500HD Chassis WT 4x4 Regular Cab 162 in. WB DRW (CK36403)
010019062005 CHEVROLET UPLANDER FWD (CU12216)
010056192015 Chevrolet Silverado 3500HD Chassis WT 4x4 Regular Cab 162 in. WB DRW (CK36403)
010019782002 CHEVROLET VENTURE 4DR WAGON EXT (1UM16)
010056232002 Ford F-250 4x4 SD Regular Cab 137 in. WB HD Large Pick-up (F21)
010056202004 Ford F-250 XL 4x4 SD Regular Cab 137 in. WB HD (F21)
010056211999 Ford Super Duty F-450 Reg Cab (F46)
010056242002 CHEVROLET SUBURBAN 1500 4WD (CK15906)
009951862017 Chevrolet Express 2500 Work Van Rear-wheel Drive Cargo Van (CG23405)
010018842002 CHEVROLET SUBURBAN 1500 4WD (CK15906)
010020602009 Ford Super Duty F-250 SRW 4WD Reg Cab 137" (F21)
010020971994 Ford F-350 Chassis Cab Reg Cab WB CA DRW 4WD (F38)
010058762005 Ford F-450 Chassis XL 4x2 SD Regular Cab 141 in. WB DRW (F46)
010023922017 New Holland B95B - Tractor Loader Backhoe (B95B)
010080822008 Ford F-250 XL 4x4 SD Regular Cab 137 in. WB SRW (F21)
010006422016 Chevrolet Suburban LT 4x4 (CK15906)
010020561989 Ford 1/2 Ton Trucks Styleside WB 4WD (F14)
010020932007 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F57)
010018721997 FORD F-250 HD P/U 4X4 133" WB (F26)
010020132015 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
010080991981 GMC Pickup
010081012007 Ford F-550 Chassis XL 4x4 SD Regular Cab 141 in. WB DRW (F57)
010081001999 FORD F-150 REG. CAB 4X2 STYLE (F17)
010081032000 Dodge Ram 3500 Chassis Cab - 4X4 139" DRW (MAFS140)
010221792006 Ford F-450 Commercial Cab Chassis (F46)
010018681977 Chevrolet Trucks
010018711988 Ford Econoline Cargo Van E150 Cargo WB (E14)
010020652002 FORD E-150 REG ECONO VN 138"WB (E14)
010020952007 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F57)
010081022011 Ford Super Duty F-250 SRW 4WD Reg Cab 137" (F2B)
010018822015 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
010018652009 Ford Super Duty F-450 DRW 4WD Reg Cab (F47)
010019402005 Ford Super Duty F-450 DRW Crew Cab (F47)
010024531999 DODGE RAM 1500 QUAD CAB 4WD 139 (BE6L33)
009944852016 Chevrolet Silverado 3500HD Chassis WT 4x4 Regular Cab 137.5 in. WB DRW (CK36003)
010076152018 Chevrolet Express 2500 Work Van Rear-wheel Drive Cargo Van (CG23405)
009944862016 Chevrolet Silverado 3500HD Chassis WT 4x4 Regular Cab 137.5 in. WB DRW (CK36003)
010031182013 RAM 1500 4WD Quad Cab 140.5" SLT (DS6H41)
010045242003 Chevrolet Silverado 2500HD 4x4 Extended Cab 6.5 . box 143.5 in. WB Large Pick-up (CK25753)
010045261966 INTERNATIONAL INTERNATIONAL - 160 (1CONV)
010198362019 John Deere XUV825M - Gator (XUV825M)
009943292016 Chevrolet Silverado 3500HD Chassis WT 4x4 Regular Cab 137.5 in. WB DRW (CK36003)
010190882019 John Deere Z960M Z Trak - Zero-Turn Mower (Z960M)
V IN
1FMCU9GX0EUB83310
1FTDX1764VKD04117
1FDWF37577EB07079
1FDWF37Y55EA09160
1FD8X3H62CEB97300
1FTEF14Y0TLB39431
1GB3KYCG5FF575283
1GNDV23L95D250042
1GB3KYCG4FF550536
1GNDX03E92D270447
1FTNF21L52EA91023
1FTNF21L24EA65921
1FDXF46F1XED62766
1GNFK16Z52J177339
1GCWGAFF5H1184090
1GNFK16ZX2J156910
1FTNF21579EA59492
1FDKF38G0REA19072
1FDXF46Y35EA87111
N8GH21956
1FTNF21588EC87497
1GNSKHKC2GR271129
1FTEF14Y6KLA38960
1FDAF57Y07EB51571
1FTHF26H1VED02725
1FDUF4HY2FEA04947
1GBHK34M2BB119157
1FDAF57Y77EB51566
1FTZF1722XNA82829
3B6MF3656YM205100
1FDXF47Y36EB73809
CCL336B138597
1FTDE14Y2JHA60082
1FTRE14232HB08157
1FDAF57Y67EB52059
1FTBF2B68BEA81369
1FDUF4HY6FEA47977
1FDAF47Y69EA21453
1FDXF47Y75EC02453
1B7HF13ZXXJ548898
1GB3KYCG5GZ362477
1GCWGAFG0J1333245
1GB3KYCG5GZ266848
1C6RR7GT5DS695910
1GCHK29U83E293684
613301H63065
11111111111111111
1GB3KYCG5GZ338194
11111111111111111
3 Digit #
Name
State
Unit #
Model Description
524Ledgeview Memorial Park
524Ledgeview Memorial Park
524Ledgeview Memorial Park
525Lincoln Memorial Cemetery WI
525Lincoln Memorial Cemetery WI
526Milton Lawns Memorial Park
526Milton Lawns Memorial Park
527Roselawn Memorial Park
527Roselawn Memorial Park
527Roselawn Memorial Park
529Parklawn Memorial Gardens
530Valhalla Memorial Park
530Valhalla Memorial Park
534Sunset Memory Gardens
534Sunset Memory Gardens
534Sunset Memory Gardens
534Sunset Memory Gardens
535Mormon Coulee Memorial Park
535Mormon Coulee Memorial Park
536Green Lawn Memorial Park
536Green Lawn Memorial Park
548Locustwood Memorial Park
548Locustwood Memorial Park
583Mt. Airy Cemetery
583Mt. Airy Cemetery
583Mt. Airy Cemetery
591Roosevelt Memorial Park
598Fort Hill Memorial Park
601Glen Haven
601Glen Haven
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
604Crown Hill Cemetery
606Butler County Cemetery
606Butler County Cemetery
606Butler County Cemetery
606Forest Hill Memorial Garden
606Butler County Cemetery
607Lakewood Mem Grdns East
607Lakewood Mem Grdns East
613Cedar Hill Memorial Park
613Cedar Hill Memorial Park
613Cedar Hill Memorial Park
614Grandview Cemetery
617Lafaye e Memorial Park
WI
WI
WI
WI
WI
WI
WI
WI
WI
WI
PA
WI
WI
WI
WI
WI
WI
WI
WI
PA
PA
NJ
NJ
PA
PA
PA
VA
VA
MD
MD
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
OH
TN
TN
PA
PA
PA
PA
PA
010007932014 GMC Sierra 1500 SLE 4x4 Double Cab 6.6 . box 143.5 in. WB (TK15753)
010019541998 GMC Sierra 3500 Reg Cab 135.5" WB, 59.7" CA 4WD DRW (TK31003)
010019551997 GMC Sierra 3500 Reg Cab 135.5" WB, 59.7" CA 4WD DRW (TK31003)
010044971994 Ford F-350 Chassis Cab Reg Cab WB CA DRW 4WD (F38)
010045001999 Chevrolet C/K 3500 Reg Cab 135.5" WB 4WD DRW (CK31003)
010045272003 FORD F-250 SD REG CAB SRW 4WD (F21)
010045391990 Ford Super Duty F-350 DRW - SD Chassis 138 in. WB DRW (MAFS11)
009943302016 Chevrolet Silverado 3500HD Chassis WT 4x4 Regular Cab 137.5 in. WB DRW (CK36003)
009944872016 Chevrolet Silverado 2500HD WT 4x4 Crew Cab 6.6 . box 153.7 in. WB (CK25743)
010016892005 FORD F-350 SD CREW CAB 4X4 (W31)
010020311990 Ford F-Super Duty Cab/Chassis DRW (F47)
010031791997 GMC Sierra 3500 Reg Cab 135.5" WB, 59.7" CA 4WD DRW (TK31003)
010032131995 FORD F-350 CAB/CHASSIS 2WD (F37)
010024831999 Chevrolet C/K 3500 Reg Cab 135.5" WB 4WD DRW (CK31003)
010025001979 Chevrolet C-30
010025011979 Ford F-350
010025031996 Chevrolet C/K 1500 Reg Cab WB 4WD
010024542001 DODGE RAM 2500 QUAD CAB 4WD 139 (BE7L33)
010025061985 Dodge Pickup W-350 Sweptline
010056222009 Ford Super Duty F-450 DRW 4WD Reg Cab (F47)
010056632011 Ford F-250 XL 4x4 SD Regular Cab 8 . box 137 in. WB SRW (F2B)
010075112011 Ford F-550 Chassis XL 4x4 SD Regular Cab 141 in. WB DRW (F5H)
010075152011 Ford Super Duty F-250 SRW 4WD Reg Cab 137" (F2B)
010020341998 Dodge Ram BR3500 WB DRW 4WD (BR8L63)
010020751997 GMC Sierra 3500 Reg Cab 135.5" WB, 59.7" CA 4WD DRW (TK31003)
010021112008 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F47)
010020221998 Ford F-150 Reg Cab (F17)
010018832011 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
010169582015 Ford F-550 Chassis XL 4x4 SD Regular Cab 141 in. WB DRW (F5H)
010231932011 Ford Super Duty F-350 SRW 4WD Crew Cab (W3B)
009925762017 Chevrolet Express 2500 Work Van Rear-wheel Drive Cargo Van (CG23405)
010018522011 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
010019221988 Chevrolet 1 Ton Chassis-Cabs Cab WB (R943-D)
010021522005 FORD F-350 SD REG DRW 4WD (F37)
010021602002 FORD E-150 REG ECONO VN 138"WB (E14)
010021622002 Ford Super Duty F-350 SRW Reg Cab 137" 4WD (F31)
010094112019 Chevrolet Equinox LS All-wheel Drive (1XX26)
010021552005 Ford Super Duty F-450 DRW Crew Cab (F47)
010021582006 FORD F-250 SD REG CAB SRW 4WD (F21)
010021702006 CHEVROLET EXPRESS CARGO 1500 135" (CG13405)
010079492018 Chevrolet Express 2500 Work Van Rear-wheel Drive Cargo Van (CG23405)
010118972012 John Deere 310SK - Backhoe / Loader (310SK)
010198342019 John Deere HPX615E - U lity Vehicle (HPX615E)
010198352019 John Deere Z930M Z Trak - Mower (Z930M)
010019202008 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F47)
010020712000 CHEVROLET SILVERADO 1500 REG 119" (CK15703)
010020981985 Ford Pickup (F60)
010021002013 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
010021012013 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
V IN
1GTV2UEH9EZ328638
1GDJK34R0WF032442
1GDJK34R8VF004807
1FDKF38G7RNA41442
1GBJK34F8XF027618
1FTNF21P13EC18497
1FDKF38G3LKA68517
1GB3KYCG6GZ339838
1GC1KUEG1GF234781
1FTWW31PX5ED09670
2FDLF47GXLCB07569
1GDJK34F4VF001344
1FDKF37GXSEA40373
1GBJK34F9XF029331
CE338J125078
F37BPEE3992
1GCEK14W2TZ188587
1B7KF23Z01J561680
1B6MW34WXFS677476
1FDAF47Y79EA07013
1FTBF2B63BEB10146
1FDUF5HY3BEA20882
1FTBF2B65BEB10147
3B6MF3651WM211061
1GDJK34R9VF015931
1FDXF47Y08EB60390
1FTZF1729WNA44514
1FDUF5HY6BEA70675
1FDUF5HY5FEA06777
1FT8W3BT9BEA05391
1GCWGAFF5H1117960
1FDUF5HYXBEA20880
1GBHR34K5JJ117059
1FDWF37515EA53291
1FTRE14242HB12377
1FTSF31L72EA37571
2GNAXSEV4K6146936
1FDXF47Y15EC89038
1FTNF21536EB36256
1GCEG15X361235217
1GCWGAFPXJ1289772
1T0310SKHCE223632
11111111111111111
1TC930MCAKT072926
1FDXF47YX8EC87499
1GCEK14W3YZ320571
1FDNF70H0FVA23949
1FDUF4HY3DEA52373
1FDUF4HY7DEA05928
3 Digit #
Name
State
Unit #
Model Description
618Sylvan Heights Cemetery
618Sylvan Heights Cemetery
618Sylvan Heights Cemetery
618Sylvan Heights Cemetery
618Sylvan Heights Cemetery
620Randolph Memorial Park
621Alamance Memorial Park
622West Lawn Memorial Park
623Wayne Memorial Park
625Lakeview Memory Park
625Lakeview Memory Park
625Lakeview Memorial Park
625Lakeview Memory Park
627Pinelawn Memorial Park
627Pinelawn Memorial Park
628Skyline Memorial Park
630Oaklawn Memorial Gardens
630Oaklawn Memorial Gardens
636Lakeview Memory Gardens
636Lakeview Memory Gardens
637Crestwood Memorial
637Crestwood Memorial
637Crestwood Memorial
638Forest Lawn Gardens
638Forest Lawn Gardens
639Ridout's Forest Crest
639Forest Crest Cemetery
640Ridout's Forest Hill Cemetery
640Ridout's Forest Hill Cemetery
641Walker Memory Gardens
643Olinger's Evergreen
644Old Mission Wichita Park
644Old Mission Wichita Park
644Old Mission Wichita Park
644Old Mission Wichita Park
644Old Mission Wichita Park
644Forest Hill Cavalry
645White Chapel
647Floral Lawn Memorial Gardens
647Floral Lawn Memorial Gardens
647Roseland Memorial Gardens
651Floral Gardens
651Floral Gardens
652Roseland Memorial Gardens
652Roseland Memorial Gardens
652Roseland Memorial Gardens
653Old Dominion
655Forest Hill Cavalry
655Forest Hill Cavalry
PA
PA
PA
PA
PA
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
NC
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
AL
CO
KS
KS
KS
KS
KS
MO
KS
MI
MI
MI
MI
MI
MI
MI
MI
VA
MO
MO
009952282003 Case 580SM - Tractor (580SM)
010018762013 Ford Econoline Wagon E-350 Super Duty Ext (S3B)
010021052001 FORD F-350 SD REG CHAS DRW 4WD (F37)
010077702017 GMC Sierra 3500HD Chassis Base 4x4 Regular Cab 137.5 in. WB DRW (TK36003)
010187092013 Case 580SN - Tractor (580SN)
010018452004 CHEVROLET SILVERADO 2500 REG 133" (CC25903)
010031832009 Dodge Ram 2500 SLT 4x4 Quad Cab 160.5 in. WB (DH7H42)
010021962001 CHEVROLET SILVERADO 2500HD CREW (CC25743)
010022472014 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
010019162010 Ford Fusion 4dr Sdn SE FWD (P0H)
010021972011 Chevrolet Silverado 1500 Work Truck 4x4 Regular Cab 8 . box 133 in. WB (CK10903)
010022532002 FORD RANGER REG CAB P/U (R10)
010038042018 Chevrolet Silverado 2500HD WT 4x4 Double Cab 8 . box 158.1 in. WB (CK25953)
010019262013 Ford F-150 2WD Reg Cab (F1C)
010022091993 GMC C & K Series Pickup
010022492013 Ford F-150 4WD Reg Cab (F1E)
009920082016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010018492011 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
010018172012 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
010018231992 Chevrolet Chevy Van G10 WB (CG11005)
009919872016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010018151997 Ford F-350 Chassis Cab Reg Cab WB, CA DRW 4WD (F38)
010018242001 CHEVROLET SILVERADO 1500 REG 119" (CC15703)
010018141985 Ford Pickup (F60)
010111242011 Ford F-450 Chassis XL 4x2 SD Regular Cab 141 in. WB DRW (F4G)
009919922016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010018992011 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
009919932016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010018162012 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F4H)
009920142016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010018962010 Chevrolet Silverado 2500HD Work Truck 4x4 Regular Cab 8 . box 133 in. WB (CK20903)
010016042010 Chevrolet Express 2500 Work Van Rear-wheel Drive Cargo Van (CG23405)
010016192008 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F37)
010016211998 Buick LeSabre 4dr Sdn Custom (4HP69)
010016231979 Chevrolet C-30
010016241999 CHEVROLET ASTRO CARGO VAN 111.2 (CM11005)
010019022009 Ford Super Duty F-250 SRW 4WD SuperCab (X21)
010016251994 Chevrolet C2500 - 4x2 (CC20903)
010022691999 CHEVROLET VENTURE 4DR EXT WB 120" (1UM16)
010023052011 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F3H)
010035432014 Chevrolet Silverado 1500 Work Truck w/1WT 4x4 Crew Cab 6.5 . box 153.5 in. WB (CK15743)
010019322004 Ford Super Duty F-350 DRW Reg Cab WB CA 4WD (F37)
010022581999 FORD F-250 SD REG CAB SRW 4WD (F21)
010022562005 FORD F-250 SD REG CAB SRW 4WD (F21)
010023071999 Ford Super Duty F-350 DRW Reg Cab WB 4WD (F37)
010042202004 CHEVROLET VENTURE 4DR WAGON EXT (1UM16)
010020092007 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F57)
010018402000 FORD E-250 REG ECONO CARGO VAN (E24)
010019302009 Ford F-150 4WD Reg Cab 145" (F14)
V IN
JJG0375614
1FBSS3BL5DDA52304
1FDWF37F11ED76999
1GD32VCG7HZ295128
JJGN58SNTDC585107
1GCGC24U74Z139090
3D7KS28T99G542404
1GCHC23U31F130681
1FDUF4HY3EEA80773
3FAHP0HA5AR364739
1GCNKPE0XBZ107847
1FTYR10U32PB22380
1GC2KUEG9JZ124507
1FTMF1CM3DKF16058
VGCEC1424PE228138
1FTMF1EM0DKD99388
1GCNCNEHXGZ318416
1FDUF5HY5BEA23007
1FDUF4HY6CEC01728
1GCDG15H2N7131401
1GCNCNEH3GZ319441
1FDKF38G9VEB66579
1GCEC14W51Z322440
1F00E14F0FHA01744
1FDTF4GY2BEB43368
1GCNCNEH8GZ321752
1FDUF5HY8BEA70676
1GCNCNEH7GZ319894
1FDUF4HY0CEB33328
1GCNCNEH8GZ319306
1GC3KVBG0AF119888
1GCZGFBA7A1156401
1FDWF37548EE59876
1G4HP52K6WH445648
1G7DC14Z60Z521656
1GCDM19WXXB137013
1FTSX21539EA48828
1GCFC24K5RE215477
1GNDX03E4XD298275
1FDRF3H61BEA32537
3GCUKREC2EG435155
1FDWF37S44ED76108
1FTNF21L0XEB50244
1FTNF21515EC24852
1FDWF37L0XEC16594
1GNDX03E54D229929
1FDAF57Y27EB51572
1FTNE24LXYHB23759
1FTVF14V19KC08129
3 Digit #
Name
State
Unit #
Model Description
V IN
655Forest Hill Cavalry
655Forest Hill Cavalry
661Floral Lawn
661Floral Lawn
661Floral Lawn
663Calvary Cemetery & Crematorium
663Calvary Cemetery & Crematorium
663Calvary Cemetery & Crematorium
664Kanawha Valley Memorial Garden
671Bethel Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
685Sunset Memorial Park
693Char ers Cemetery Company
693Char ers Cemetery Company
693Char ers Cemetery Company
705Laurelwood Prospect
705Laurelwood Prospect
716Wicomico Memorial Parks
716Wicomico Memorial Parks
717Sunrise Memorial Gardens
717Sunrise Memorial Gardens
718Mt. Ever Rest Memorial Park South
718Mt. Ever Rest Memorial Park South
718Mt. Ever Rest Memorial Park South
718Mt. Ever Rest Memorial Park South
720Chapel Hill Memorial Gardens
720Chapel Hill Memorial Gardens
720Chapel Hill Memorial Gardens
721East Lawn Memorial Gardens
721East Lawn Memorial Gardens
722DeepDale Memorial Gardens
722DeepDale Memorial Gardens
723Flint Memorial Park
723Flint Memorial Park
723Flint Memorial Park
723Flint Memorial Park
724Chris an Memorial Gardens West
724Chris an Memorial Gardens West
724Chris an Memorial Gardens West
724Chris an Memorial Gardens West
724Chris an Memorial Gardens West
724Chris an Memorial Gardens West
727Forest Lawn Garden
727Forest Lawn Garden
729Fairlawn
729Fairlawn
730Lincoln Memorial Cemetery WI
730Lincoln Memorial Cemetery WI
MO
MO
IL
IL
IL
IN
IN
IN
WV
NJ
WV
WV
WV
PA
PA
PA
PA
PA
MD
MD
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
MI
PA
PA
KS
KS
WI
WI
010022412014 RAM 2500 4WD Crew Cab 149" SLT (DJ7H91)
010022781999 Ford Ranger (R10)
010016791998 GMC Sierra 3500 Reg Cab 135.5" WB, 59.7" CA 4WD DRW (TK31003)
010016811998 GMC Sierra 3500 Reg Cab 135.5" WB, 59.7" CA 4WD DRW (TK31003)
010099202013 Dodge Grand Caravan SXT Front-wheel Drive Passenger Van (RTKM53)
010016111997 Ford F-150 Reg Cab (F17)
010016342002 Chevrolet Silverado 3500 Chassis 4x4 Regular Cab 137 in. WB Heavy (CK36003)
010016531983 Chevrolet Pickup K30
010019932015 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
010227512008 Ford F-450 XLT 4x4 SD Crew Cab 172 in. WB (W43)
010019122014 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
010019942014 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
010022032012 Chevrolet Suburban 1500 LT 4x4 (CK10906)
010019192008 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F37)
010020632010 Ford Super Duty F-250 SRW 4WD Reg Cab 137" (F2B)
010064182018 GMC Sierra 2500HD Base 4x4 Regular Cab 8 . box 133.6 in. WB (TK25903)
010020622009 Ford Super Duty F-250 SRW 4WD Reg Cab 137" (F21)
010021092008 Ford Super Duty F-450 DRW 4WD Reg Cab WB CA (F47)
010022911997 FORD EXPLORER 4DR WAGON 4X4 (U34)
010089812019 Chevrolet Express 2500 Work Van Rear-wheel Drive Cargo Van (CG23405)
010022552004 Ford Super Duty F-350 DRW Reg Cab WB CA 4WD (F37)
010022762007 Chevrolet Silverado 1500 LT1 4x4 Extended Cab 6.6 . box 143.5 in. WB (CK10753)
010018502009 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F37)
010022572009 Ford Super Duty F-250 SRW 4WD Reg Cab 137" (F21)
010022602006 FORD E-150 REG ECONO VN 138"WB (E14)
010023082001 FORD F-350 SD REG CHAS DRW 4WD (F37)
010022682005 CHEVROLET UPLANDER FWD (CU12216)
010022742005 BUICK LACROSSE CX SEDAN (4WC19)
010023092001 FORD F-350 SD REG CHAS DRW 4WD (F37)
010018371997 Chevrolet C/K 3500 Reg Cab 135.5" WB, 59.7" CA 4WD DRW (CK31003)
010022671999 CHEVROLET 1500 EXPRESS CRGO REG 135 (CG11405)
010022592003 FORD E-150 REG ECONO VN 138"WB (E14)
010023042009 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F57)
010022542002 Ford Super Duty F-350 DRW Reg Cab WB CA 4WD (F37)
010022632010 Ford Super Duty F-350 SRW 4WD Reg Cab 137" (F3B)
010022732009 Dodge Grand Caravan SXT Front-wheel Drive Passenger Van (RTKP53)
010023102009 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F37)
009986582016 Chevrolet Express 2500 Work Van Rear-wheel Drive Cargo Van (CG23405)
010019292000 MERCURY GRAND MARQUIS GS SEDAN (M74)
010019311995 FORD E-350 CUTAWAY VAN (E37)
010022622010 Ford Super Duty F-350 SRW 4WD Reg Cab 137" (F3B)
010022722008 GMC Savana Work Van All-wheel Drive G1500 Cargo Van (TH13405)
010023062009 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F37)
010020291996 Ford F-350 Chassis Cab Reg Cab 137" WB, 60.0" CA DRW 4WD
010020321982 Chevrolet Pickup 4WD 2dr K30
010016032004 CHEVROLET SILVERADO 2500 REG 133" (CK25903)
010016181997 Ford F-350 Chassis Cab Reg Cab WB, CA DRW 4WD (F38)
010016382005 GMC Sierra 3500 Chassis Base 4x2 Regular Cab 161.5 in. WB DRW (TC36403)
010016621987 Chevrolet S-10
3C6UR5DL9EG236410
1FT7R10V9XPA36328
1GDJK34R5WF006600
1GDJK34RXWF006382
2C4RDGCG1DR576172
2FTDF1724VCA31555
1GBJK34U52E254228
1GBHK34M1DV110936
1FDUF5HY3FEA89545
1FDXF47Y68ED86904
1FDUF5HYVEEA44130
1FDUF5HY4EEA44130
1GNSKJE7XCR199581
1FDWF37Y38EE27463
1FTNF2B51AEB07264
1GT02REGXJZ234633
1FTNF215X9EA07015
1FDXF47RX8EC39283
1FMDU34X3VUB37119
1GCWGAFG9K1149293
1FDWF37S94ED76105
2GCEK19J371643930
1FDWF37Y09EA16068
1FTNF21579EA46175
1FTRE14W36DA31211
1FDWF37S11EB67176
1GNDV23L65D253321
2G4WC532551254807
1FDWF37S31EB67177
1GBJK34R4VF053723
1GCEG15WXX1137147
1FTRE14263HA46738
1FDAF57R29EB30510
1FDWF37S92EC33524
1FTWF3B57AEB27738
2D8HN54129R530446
1FDWF37579EB29263
1GCWGAFF0G1244078
2MEFM74W3YX665119
1FDKE37F5SHB70571
1FTWF3B54AEB27583
1GTFH154381190483
1FDWF37509EA92654
2FDKF38G4TCA66473
2GBHK34M1C1168559
1GCHK24U54E303094
1FDKF38F8VEB66578
1GDJC34U35E118785
1FCTF1576HLA03026
3 Digit #
Name
State
Unit #
Model Description
730Lincoln Memorial Cemetery WI
731Forest Lawn Memory Garden
731Forest Lawn Memory Garden
731Forest Lawn Memory Garden
731Forest Lawn Cemetery
731Forest Lawn Cemetery
732Covington Memorial
732Covington Memorial
732Covington Memorial
733Chapel Hill Memorial Gardens
733Chapel Hill Memorial Gardens
734Garden of Memory
734Garden of Memory
734Garden of Memory
734Garden of Memory
734Garden of Memory
735Chapel Hill Memorial
735Chapel Hill Memorial Gardens
735Chapel Hill Memorial Cemetery
737Royal Oak Cemetery
747Crestview Memorial Park
747Crestview Memorial Park
WI
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
IN
MI
MI
MI
OH
NC
NC
010016692007 FORD F-250 SD REG CAB SRW 4WD (F21)
010016132014 RAM 2500 4WD Crew Cab 149" Tradesman (DJ7L91)
010016162003 FORD F-250 SD REG CAB SRW 4WD (F21)
010016642010 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F3H)
010016651999 Ford Ranger (R10)
010016682002 FORD E-250 REG ECONO CARGO VAN (E24)
009942462016 Buick Enclave Leather Front-wheel Drive (4R14526)
010176312008 Chevrolet Silverado 3500HD Chassis Work Truck 4x4 Regular Cab 161.5 in. WB DRW (CK31403)
010193072019 John Deere HPX615E - U lity Vehicle (HPX615E)
010016091998 FORD WINDSTAR WAGON (A51)
010016522010 Chevrolet Silverado 3500HD Chassis Work Truck 4x4 Regular Cab 137 in. WB DRW (CK31003)
010016121989 Jeep Wrangler 2dr "S" (YJJE77)
010016291994 PLYMOUTH Voyager 3dr Grand LE 119" WB (ASHP53)
010016332008 Chevrolet Silverado 3500HD Chassis Work Truck 4x4 Regular Cab 137 in. WB DRW (CK31003)
010017022013 RAM 1500 4WD Quad Cab 140.5" SLT (DS6H41)
010019661985 Jeep CJ 4WD CJ7
010018512009 Ford Super Duty F-350 DRW 4WD Reg Cab WB CA (F37)
010022612009 Ford Super Duty F-350 SRW 4WD Reg Cab 137" (F31)
010193112019 John Deere HPX615E - U lity Vehicle (HPX615E)
010018662011 Ford Super Duty F-550 DRW 4WD Reg Cab WB CA (F5H)
009919942016 Chevrolet Silverado 1500 WT 4x2 Regular Cab 8 . box 133 in. WB (CC15903)
010022062004 Ford F-150 Heritage Reg Cab (F17)
V IN
1FTNF21587EA19130
3C6UR5CL7EG243762
3FTNF21L93MB44477
1FDWF3HY0AEB34639
1FT4R10V9XVAZ1667
1FTNE24242HB16921
5GAKRBKDXGJ337467
1GBJK346X8E199043
11111111111111111
2FMZA5144WBD41178
1GB6KZBK7AF112031
2J4FY19E6KJ143270
1P4GH54R2RX102672
1GBJK34K98E158481
1C6RR7GT7DS675058
1JCUM87A6FT169190
1FDWF37Y89EA33099
1FTWF31539EB19178
1M0615EAPKM020587
1FDUF5HY1BEA20881
1GCNCNEH5GZ319702
2FTRF17244CA35819
STONEMOR - MOON MSA SCHEDULE 4
1H'20/ Month (Rollout Period)
3 Digit # 4 Digit #Name
JAN
FEB
MARAPRMAYJUNJUL
2H'20/ Month
MonthlyTotal
251
253
360
919
920
441
705
354
462
613
614
615
616
816
817
818
25
30
403
464
469
470
495
496
497
498
501
502
811
145
300
455
457
475
529
536
466
617
618
727
813
459
460
471
693
451
453
463
583
812
66
124
192
282
283
284
303
304
305
306
307
251George Washington Cemetery
253Sunset Memorial Park NE
5559Riverside Cemetery
919Kirk & Nice @ Sunset
920Kirk & Nice Funeral Home
5586Prospect Cemetery
5819Laurelwood Cemetery
5517Bethlehem Memorial Park
5626Woodlawn Memorial Park Assn.
613Cedar Hill Memorial Park
614Grandview Cemetery
615Laurel Cemetery
616Arlington Memorial Park
816Weber Funreral Home
817Weber Funeral Home
818Norcross-Weber FH
2127Greenwood Cemetery
2137Pleasant View Cemetery
5569Morris Cemetery
5628Mt. Zion Cemetery & Mausoleum
5633Grand View Memorial Park
5634Woodlawn Memorial Gardens - PA
5672Riverview Memorial Gardens
5673Cumberland Valley Memorial
5674Tri County Memorial Gardens
5675Blue Ridge Memorial Gardens
5698Prospect Hill
5699Westminster Cemetery
811Heintzelman FH Centre Co
2240Twin Hills Memorial Park
2267Juniata Memorial Park
5619Blair Memorial Park
5621Centre County Memorial Park
5771Tioga County Memorial Gardens
5682Parklawn Memorial Gardens
5713Green Lawn Memorial Park
5630Greene County Memorial Park
617Lafaye e Memorial Park
618Sylvan Heights Cemetery
727FOREST LAWN GDNS
813Stephen R.Hakey FH
5623Mt. Lebanon Cemetery - PA
5624South Side Cemetery
5635Coraopolis Cemetery
5833Char ers Cemetery Company
5615Castleview Memorial Park
5617Crestview Memorial Park
5627Sunset Hill Memorial Gardens
5705Mt. Airy Cemetery
812Kyper FH @ Mt. Royal
2076Shenandoah Memorial Park
2166Sunset Memorial Park - MD
2226Hill Crest Burial Park
5573Panorama Memorial Gardens
5574Evergreen Memorial Gardens - VA
5575Hillcrest Memory Gardens
303All Saints Cemetery
304All Souls Cemetery
305Calvary Cemetery
306Cathedral Cemetery
307Holy Cross Cemetery
9,253
9,253
9,253
500
500
3,874
3,874
3,874
3,874
3,874
3,874
3,874
3,874
500
500
500
3,425
3,425
9,253
9,253
3,425
3,425
3,425
3,425
3,425
3,425
3,425
3,425
500
2,367
2,367
2,367
2,367
2,367
2,367
2,367
2,040
2,040
2,040
2,040
500
2,040
2,040
3,725
2,040
3,725
3,725
3,725
3,725
500
6,115
2,040
2,040
6,115
6,115
6,115
3,155
3,155
3,155
3,155
3,155
9,253
9,253
9,253
500
500
3,874
3,874
3,874
3,874
3,874
3,874
3,874
3,874
500
500
500
3,425
3,425
9,253
9,253
3,425
3,425
3,425
3,425
3,425
3,425
3,425
3,425
500
2,367
2,367
2,367
2,367
2,367
2,367
2,367
2,040
2,040
2,040
2,040
500
2,040
2,040
3,725
2,040
3,725
3,725
3,725
3,725
500
6,115
2,040
2,040
6,115
6,115
6,115
3,155
3,155
3,155
3,155
3,155
9,253
9,253
9,253
500
500
3,874
3,874
3,874
3,874
3,874
3,874
3,874
3,874
500
500
500
3,425
3,425
9,253
9,253
3,425
3,425
3,425
3,425
3,425
3,425
3,425
3,425
500
2,367
2,367
2,367
2,367
2,367
2,367
2,367
2,040
2,040
2,040
2,040
500
2,040
2,040
3,725
2,040
3,725
3,725
3,725
3,725
500
6,115
2,040
2,040
6,115
6,115
6,115
3,155
3,155
3,155
3,155
3,155
18,378
18,378
18,378
500
500
6,970
6,970
6,970
6,970
6,970
6,970
6,970
6,970
500
500
500
4,049
4,049
18,378
18,378
4,049
4,049
4,049
4,049
4,049
4,049
4,049
4,049
500
2,367
2,367
2,367
2,367
2,367
2,367
2,367
2,040
2,040
2,040
2,040
500
2,040
2,040
3,725
2,040
3,725
3,725
3,725
3,725
500
11,273
2,040
2,040
11,273
11,273
11,273
14,186
14,186
14,186
14,186
14,186
29,079
29,079
29,079
500
500
13,290
13,290
13,290
13,290
13,290
13,290
13,290
13,290
500
500
500
9,750
9,750
29,079
29,079
9,750
9,750
9,750
9,750
9,750
9,750
9,750
9,750
500
3,707
3,707
3,707
3,707
3,707
3,707
3,707
7,895
7,895
7,895
7,895
500
7,895
7,895
8,472
7,895
8,472
8,472
8,472
8,472
500
12,652
7,895
7,895
12,652
12,652
12,652
36,706
36,706
36,706
36,706
36,706
29,079
29,079
29,079
500
500
13,290
13,290
13,290
13,290
13,290
13,290
13,290
13,290
500
500
500
9,750
9,750
29,079
29,079
9,750
9,750
9,750
9,750
9,750
9,750
9,750
9,750
500
10,521
10,521
10,521
10,521
10,521
10,521
10,521
10,944
10,944
10,944
10,944
500
10,944
10,944
10,945
10,944
10,945
10,945
10,945
10,945
500
12,652
10,944
10,944
12,652
12,652
12,652
36,706
36,706
36,706
36,706
36,706
29,079
29,079
29,079
500
500
13,290
13,290
13,290
13,290
13,290
13,290
13,290
13,290
500
500
500
9,750
9,750
29,079
29,079
9,750
9,750
9,750
9,750
9,750
9,750
9,750
9,750
500
10,521
10,521
10,521
10,521
10,521
10,521
10,521
10,944
10,944
10,944
10,944
500
10,944
10,944
10,945
10,944
10,945
10,945
10,945
10,945
500
12,652
10,944
10,944
12,652
12,652
12,652
36,706
36,706
36,706
36,706
36,706
29,079
29,079
29,079
500
500
13,290
13,290
13,290
13,290
13,290
13,290
13,290
13,290
500
500
500
9,750
9,750
29,079
29,079
9,750
9,750
9,750
9,750
9,750
9,750
9,750
9,750
500
10,521
10,521
10,521
10,521
10,521
10,521
10,521
10,944
10,944
10,944
10,944
500
10,944
10,944
10,945
10,944
10,945
10,945
10,945
10,945
500
12,652
10,944
10,944
12,652
12,652
12,652
36,706
36,706
36,706
36,706
36,706
278,769
278,769
278,769
6,000
6,000
124,915
124,915
124,915
124,915
124,915
124,915
124,915
124,915
6,000
6,000
6,000
92,322
92,322
278,769
278,769
92,322
92,322
92,322
92,322
92,322
92,322
92,322
92,322
6,000
86,818
86,818
86,818
86,818
86,818
86,818
86,818
92,663
92,663
92,663
92,663
6,000
92,663
92,663
99,987
92,663
99,987
99,987
99,987
99,987
6,000
130,835
92,663
92,663
130,835
130,835
130,835
317,300
317,300
317,300
317,300
317,300
2021
Monthly Annual
29,661355,928
29,661355,928
29,661355,928
510
510
6,120
6,120
6,120
6,120
6,120
13,556162,674
13,556162,674
13,556162,674
13,556162,674
13,556162,674
13,556162,674
13,556162,674
13,556162,674
510
510
510
9,945119,338
9,945119,338
29,661355,928
29,661355,928
9,945119,338
9,945119,338
9,945119,338
9,945119,338
9,945119,338
9,945119,338
9,945119,338
9,945119,338
510
6,120
10,731128,773
10,731128,773
10,731128,773
10,731128,773
10,731128,773
10,731128,773
10,731128,773
11,163133,956
11,163133,956
11,163133,956
11,163133,956
510
6,120
11,163133,956
11,163133,956
11,164133,965
11,163133,956
11,164133,965
11,164133,965
11,164133,965
11,164133,965
510
6,120
12,905154,864
11,163133,956
11,163133,956
12,905154,864
12,905154,864
12,905154,864
37,440449,284
37,440449,284
37,440449,284
37,440449,284
37,440449,284
MonthlyAnnual
MonthlyAnnual
2022
2023
30,254
30,254
30,254
520
520
13,827
13,827
13,827
13,827
13,827
13,827
13,827
13,827
520
520
520
10,144
10,144
30,254
30,254
10,144
10,144
10,144
10,144
10,144
10,144
10,144
10,144
520
10,946
10,946
10,946
10,946
10,946
10,946
10,946
11,386
11,386
11,386
11,386
520
11,386
11,386
11,387
11,386
11,387
11,387
11,387
11,387
520
13,163
11,386
11,386
13,163
13,163
13,163
38,189
38,189
38,189
38,189
38,189
363,047
363,047
363,047
6,242
6,242
165,928
165,928
165,928
165,928
165,928
165,928
165,928
165,928
6,242
6,242
6,242
121,725
121,725
363,047
363,047
121,725
121,725
121,725
121,725
121,725
121,725
121,725
121,725
6,242
131,348
131,348
131,348
131,348
131,348
131,348
131,348
136,635
136,635
136,635
136,635
6,242
136,635
136,635
136,645
136,635
136,645
136,645
136,645
136,645
6,242
157,962
136,635
136,635
157,962
157,962
157,962
458,270
458,270
458,270
458,270
458,270
30,859
30,859
30,859
531
531
14,104
14,104
14,104
14,104
14,104
14,104
14,104
14,104
531
531
531
10,347
10,347
30,859
30,859
10,347
10,347
10,347
10,347
10,347
10,347
10,347
10,347
531
11,165
11,165
11,165
11,165
11,165
11,165
11,165
11,614
11,614
11,614
11,614
531
11,614
11,614
11,615
11,614
11,615
11,615
11,615
11,615
531
13,427
11,614
11,614
13,427
13,427
13,427
38,953
38,953
38,953
38,953
38,953
370,308
370,308
370,308
6,367
6,367
169,246
169,246
169,246
169,246
169,246
169,246
169,246
169,246
6,367
6,367
6,367
124,159
124,159
370,308
370,308
124,159
124,159
124,159
124,159
124,159
124,159
124,159
124,159
6,367
133,975
133,975
133,975
133,975
133,975
133,975
133,975
139,367
139,367
139,367
139,367
6,367
139,367
139,367
139,378
139,367
139,378
139,378
139,378
139,378
6,367
161,121
139,367
139,367
161,121
161,121
161,121
467,435
467,435
467,435
467,435
467,435
2024
Monthly Annual
31,476377,714
31,476377,714
31,476377,714
541
541
6,495
6,495
6,495
6,495
6,495
14,386172,631
14,386172,631
14,386172,631
14,386172,631
14,386172,631
14,386172,631
14,386172,631
14,386172,631
541
541
541
10,554126,642
10,554126,642
31,476377,714
31,476377,714
10,554126,642
10,554126,642
10,554126,642
10,554126,642
10,554126,642
10,554126,642
10,554126,642
10,554126,642
541
6,495
11,388136,655
11,388136,655
11,388136,655
11,388136,655
11,388136,655
11,388136,655
11,388136,655
11,846142,155
11,846142,155
11,846142,155
11,846142,155
541
6,495
11,846142,155
11,846142,155
11,847142,165
11,846142,155
11,847142,165
11,847142,165
11,847142,165
11,847142,165
541
6,495
13,695164,343
11,846142,155
11,846142,155
13,695164,343
13,695164,343
13,695164,343
39,732476,784
39,732476,784
39,732476,784
39,732476,784
39,732476,784
1H'20/ Month (Rollout Period) 2H'20/ Month 2021 2022 JAN FEB MAR APR MAY JUN JUL Monthly Total 2023 2024 309 309 Holy Sepulchre Cemetery 310 310 Immaculate Heart of Mary Cemetery 311 311 New Cathedral Cemetery 312 312 Resurrec on Cemetery 313 313 Saints Peter and Paul Cemetery 314 314 St. John Neumann Cemetery 315 315 St. Michael Cemetery 36 2134 Newport Memorial Park 37 2141 Trinity Cemetery 107 2162 Beth Israel Cemetery 109 2164 Cloverleaf Cemetery 548 5685 Locustwood Memorial Park 670 5786 Arlington Park Cemetery 671 5787 Bethel Memorial Park 14 2117 Cedar Hill Cemetery 15 2131 Lincoln Memorial Cemetery 156 2215 Washington Na onal Cemetery 800 3570 Cedar Hill Funeral Home 150 2207 Springhill Memory Gardens 151 5516 Henlopen Memorial Park 716 5841 Wicomico Memorial Parks, Inc. 601 601 Glen Haven Memorial Park 602 602 Columbia Cemetery 728 5835 Lorraine Park Cemetery 67 2075 Sunset-Fredericksburg 68 2084 Oak Hill Cemetery 69 2180 Laurel Hill 744 5849 Northern Neck Cemetery 803 803 Laurel Hill Funeral Home 591 5714 Roosevelt Memorial Park 745 5850 Crestview Cemetery 120 120 Southlawn Memorial Park 256 256 Sunset Memorial Park 255 255 Greenwood Memorial Gardens 473 473 Forest Lawn Cemetery VA 274 2249 Henry Memorial Park 399 5529 Roselawn Burial Park 188 2095 Roselawn Memorial Gardens 346 2287 Rockbridge Memorial Gardens 430 5601 Augusta Memorial Park 431 5602 Alleghany Memorial Park 449 5640 Oaklawn Mausoleum 492 5776 Birchlawn Burial Park 653 5780 Old Dominion Memorial Gardens 802 3398 Roselawn Chapel Fun.Home 258 2253 Altavista Memorial Park 596 5730 Briarwood Memorial Gardens 597 5731 Virginia Memorial Park 598 5732 Fort Hill Memorial Park 180 2090 Powell Valley Memorial Gardens 244 2225 Rural Retreat 254 254 Clinch Valley Cemetery 275 2248 Roselawn Cemeteries 276 2259 Mt. Rose 499 5649 Russell Memorial Park 654 5781 Temple Hill Memorial Park 176 2091 Montgomery Memorial Park 177 2098 Pineview Cemetery 182 2088 Highland Memory Gardens 302 5535 Sunset Memorial Park - WV 343 2284 Grandview Memorial Park 344 2285 Clendenin Memorial Park 664 664 Kanawha Valley Mem Gdn 3,155 3,155 3,155 14,186 36,706 36,706 36,706 3,155 3,155 3,155 14,186 36,706 36,706 36,706 3,155 3,155 3,155 14,186 36,706 36,706 36,706 3,155 3,155 3,155 14,186 36,706 36,706 36,706 3,155 3,155 3,155 14,186 36,706 36,706 36,706 3,155 3,155 3,155 14,186 36,706 36,706 36,706 3,155 3,155 3,155 14,186 36,706 36,706 36,706 3,435 3,435 3,435 3,435 3,435
4,219 27,281 3,435 3,435 3,435 3,435 3,435 4,219 27,281 3,435 3,435 3,435 3,435 3,435 4,219 27,281 3,435 3,435 3,435 3,435 3,435 4,219 27,281 3,435 3,435 3,435 3,435 3,435 4,219 27,281 3,435 3,435 3,435 3,435 3,435 4,219 27,281 3,435 3,435 3,435 3,435 3,435 4,219 27,281 3,818 3,818 3,818 10,438 15,662 15,662 15,662 3,818 3,818 3,818 10,438 15,662 15,662 15,662 3,818 3,818 3,818 10,438 15,662 15,662 15,662 500 500 500 500 500 500 500 3,818 3,818 3,818 10,438 15,662 15,662 15,662 3,818 3,818 3,818 10,438 15,662 15,662 15,662 3,818 3,818 3,818 10,438 15,662 15,662 15,662 3,818 3,818 3,818 10,438 15,662 15,662 15,662 3,818 3,818 3,818 10,438 15,662 15,662 15,662 3,818 3,818 3,818 10,438 15,662 15,662 15,662 6,115 6,115 6,115 11,273 12,652 12,652 12,652 6,115 6,115 6,115 11,273 12,652 12,652 12,652 6,115 6,115 6,115 11,273 12,652 12,652 12,652 6,115 6,115 6,115 11,273 12,652 12,652 12,652 500 500 500 500 500 500 500 11,035 18,669 18,669 18,669 18,669 18,669 18,669 11,035 18,669 18,669 18,669 18,669 18,669 18,669 11,035 18,669 18,669 18,669 18,669 18,669 18,669 11,035 18,669 18,669 18,669 18,669 18,669 18,669 11,035 18,669 18,669 18,669 18,669 18,669 18,669 11,035 18,669 18,669 18,669 18,669 18,669 18,669 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 500 500 500 500 500 500 500 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 6,020 10,621 10,621 10,621 10,621 10,621 10,621 2,820 2,820 2,820 2,820 8,543 9,267 9,267 3,062 3,062 3,062 4,832 9,794 9,794 9,794 3,821 3,821 3,821 4,845 14,206 14,206 14,206 2,820 2,820 2,820 2,820 8,543 9,267 9,267 2,820 2,820 2,820 2,820 8,543 9,267 9,267 2,820 2,820 2,820 2,820 8,543 9,267 9,267 2,820 2,820 2,820 2,820 8,543 9,267 9,267 36,706 317,300 36,706 317,300 36,706 317,300 36,706 317,300
36,706 317,300 36,706 317,300 36,706 317,300 27,281 185,081 27,281 185,081 27,281 185,081 27,281 185,081 27,281 185,081 27,281 185,081 27,281 185,081 15,662 147,192 15,662 147,192 15,662 147,192 500 6,000 15,662 147,192 15,662 147,192 15,662 147,192 15,662 147,192 15,662 147,192 15,662 147,192 12,652 130,835 12,652 130,835 12,652 130,835 12,652 130,835 500 6,000 18,669 216,389 18,669 216,389 18,669 216,389 18,669 216,389 18,669 216,389 18,669 216,389 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 500 6,000 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 10,621 122,854 9,267 84,697 9,794 92,370 14,206 129,951 9,267 84,697 9,267 84,697 9,267 84,697 9,267 84,697 37,440 449,284 37,440 449,284 37,440 449,284 37,440 449,284 37,440 449,284 37,440 449,284 37,440 449,284 27,826 333,916 27,826 333,916 27,826 333,916 27,826 333,916 27,826 333,916 27,826 333,916 27,826 333,916 15,976 191,708 15,976 191,708 15,976 191,708 510 6,120 15,976 191,708 15,976 191,708 15,976 191,708 15,976 191,708 15,976 191,708 15,976 191,708 12,905 154,864 12,905 154,864 12,905 154,864 12,905 154,864 510 6,120 19,042 228,503 19,042 228,503 19,042 228,503 19,042 228,503 19,042 228,503 19,042 228,503 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 510 6,120 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 10,834 130,005 9,453 113,434 9,990 119,879 14,490 173,876 9,453 113,434 9,453 113,434 9,453 113,434 9,453 113,434 38,189 458,270 38,189 458,270 38,189 458,270 38,189 458,270 38,189 458,270 38,189 458,270 38,189 458,270 28,383 340,594 28,383 340,594 28,383 340,594 28,383 340,594 28,383 340,594 28,383 340,594 28,383 340,594 16,295 195,542 16,295 195,542 16,295 195,542 520 6,242 16,295 195,542 16,295 195,542 16,295 195,542 16,295 195,542 16,295 195,542 16,295 195,542 13,163 157,962 13,163 157,962 13,163 157,962 13,163 157,962 520 6,242 19,423 233,073 19,423 233,073 19,423 233,073 19,423 233,073 19,423 233,073 19,423 233,073 11,050 132,605 11,050 132,605 11,050 132,605 11,050 132,605 11,050 132,605 11,050 132,605 11,050 132,605 11,050 132,605 11,050 132,605 520 6,242 11,050 132,605 11,050 132,605 11,050 132,605 11,050 132,605 11,050
132,605 11,050 132,605 11,050 132,605 11,050 132,605 11,050 132,605 11,050 132,605 11,050 132,605 9,642 115,703 10,190 122,277 14,779 177,354 9,642 115,703 9,642 115,703 9,642 115,703 9,642 115,703 38,953 467,435 38,953 467,435 38,953 467,435 38,953 467,435 38,953 467,435 38,953 467,435 38,953 467,435 28,950 347,406 28,950 347,406 28,950 347,406 28,950 347,406 28,950 347,406 28,950 347,406 28,950 347,406 16,621 199,453 16,621 199,453 16,621 199,453 531 6,367 16,621 199,453 16,621 199,453 16,621 199,453 16,621 199,453 16,621 199,453 16,621 199,453 13,427 161,121 13,427 161,121 13,427 161,121 13,427 161,121 531 6,367 19,811 237,734 19,811 237,734 19,811 237,734 19,811 237,734 19,811 237,734 19,811 237,734 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 531 6,367 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 11,271 135,257 9,835 118,017 10,394 124,723 15,075 180,901 9,835 118,017 9,835 118,017 9,835 118,017 9,835 118,017 39,732 476,784 39,732 476,784 39,732 476,784 39,732 476,784 39,732 476,784 39,732 476,784 39,732 476,784 29,529 354,354 29,529 354,354 29,529 354,354 29,529 354,354 29,529 354,354 29,529 354,354 29,529 354,354 16,953 203,442 16,953 203,442 16,953 203,442 541 6,495 16,953 203,442 16,953 203,442 16,953 203,442 16,953 203,442 16,953 203,442 16,953 203,442 13,695 164,343 13,695 164,343 13,695 164,343 13,695 164,343 541 6,495 20,207 242,489 20,207 242,489 20,207 242,489 20,207 242,489 20,207 242,489 20,207 242,489 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 541 6,495 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 11,497 137,962 10,031 120,377 10,601 127,217 15,377 184,519 10,031 120,377 10,031 120,377 10,031 120,377 10,031 120,377
1H'20/ Month (Rollout Period)
3 Digit # 4 Digit #Name
JAN
FEB
MARAPRMAYJUNJUL
2H'20/ Month
MonthlyTotal
2021
Monthly Annual
MonthlyAnnual
MonthlyAnnual
2022
2023
224
248
625
179
257
339
340
341
342
345
685
249
917
225
620
621
623
626
627
748
749
918
226
250
622
628
629
630
747
236
237
348
349
350
351
352
347
867
138
139
140
141
142
172
173
606
604
807
227
737
855
229
231
232
233
364
221
228
230
646
736
181
183
224Carolina Biblical Gardens of Guilford
248Floral Garden Park Cemetery
625Lakeview Memorial Park
2015Davis-White Chapel Cemetery
2257Valleyview Memorial Park
2280Forest Memorial Park - WV
2281Spring Valley Memorial Park - WV
2282Forest Lawn Memorial Gardens
2283Fairview Memorial Gardens - WV
2286West Virginia Memorial Gardens
5799Sunset Memorial Park - Beckley
249Montlawn Memorial Park
917Montlawn Funeral Home
225Mar n Memorial Gardens
620Randolph Memorial Park
621Alamance Memorial Park
623Wayne Memorial Park
626Oakhill Memorial Park
627Pinelawn Memorial Park
748WOODLAND MEM PK
749CHATHAM MEM PK
918Pollock-Best
226York Memorial Park
250Mountlawn Memorial Park
622West Lawn Memorial Park
628Skyline Memorial Park
629Rowan Memorial Park
630Oaklawn Memorial Gardens
747CRESTVIEW MEMORIAL PK
236Frederick Memorial Gardens
237Graceland East Memorial Park
348Good Shepherd Memorial Park
349Springhill Memorial Gardens
350Forest Lawn Cem
351Forest Lawn Cem East
352Whispering Pines Memorial Gdn
347Graceland Cemetery
867Graceland Mortuary
2195Parkview Memorial
2196Marion Hill
2197Shadow Lawn
2198Highland Hills
2199Halcyon Hill
2014Davis-Beverly Hills Cemetery
2013Davis-Floral Hills Cemetery
606Butler County Cemetery
604Crown Hill Cemetery
807Blessing Hine FH
227Forest Hills Memorial Gardens
737Royal Oak Cemetery
855Blessing Zerkle FH
229Resthaven Memory Gardens
231Highland Memorial park
232Hillside Memorial Park
233Northlawn Memorial Gardens & Cre
364Kingwood Memorial Park
221Forest Lawn Memorial Park
228Crown Hill Memorial Park & Maus
230West Memory Gardens
646Highland Memory Gardens
736Heritage Hills Cemetery
2096Floral Hills Memorial Gardens
2097Jackson County Memory Gardens
3,642
3,642
3,642
2,820
2,820
2,820
3,821
2,820
2,820
2,820
3,821
2,720
500
2,720
3,642
3,642
2,720
2,720
2,720
2,720
2,720
500
3,642
3,642
3,642
3,642
3,642
3,642
3,642
4,293
4,293
4,293
4,293
4,293
4,293
4,293
4,293
500
3,062
3,062
3,062
3,062
3,062
3,062
3,062
5,650
5,650
500
5,650
5,650
500
2,818
2,818
2,818
2,818
5,650
5,650
2,818
2,818
2,818
2,818
2,820
2,820
7,181
7,181
7,181
2,820
2,820
2,820
3,821
2,820
2,820
2,820
3,821
5,057
500
5,057
7,181
7,181
5,057
5,057
5,057
5,057
5,057
500
7,181
7,181
7,181
7,181
7,181
7,181
7,181
6,255
6,255
6,255
6,255
6,255
6,255
6,255
6,255
500
3,062
3,062
3,062
3,062
3,062
3,062
3,062
5,650
5,650
500
5,650
5,650
500
2,818
2,818
2,818
2,818
5,650
5,650
2,818
2,818
2,818
2,818
2,820
2,820
15,602
15,602
15,602
2,820
2,820
2,820
3,821
2,820
2,820
2,820
3,821
10,620
500
10,620
15,602
15,602
10,620
10,620
10,620
10,620
10,620
500
15,602
15,602
15,602
15,602
15,602
15,602
15,602
10,923
10,923
10,923
10,923
10,923
10,923
10,923
10,923
500
3,062
3,062
3,062
3,062
3,062
3,062
3,062
5,650
5,650
500
5,650
5,650
500
2,818
2,818
2,818
2,818
5,650
5,650
2,818
2,818
2,818
2,818
2,820
2,820
15,602
15,602
15,602
2,820
2,820
2,820
4,845
2,820
2,820
2,820
4,845
10,620
500
10,620
15,602
15,602
10,620
10,620
10,620
10,620
10,620
500
15,602
15,602
15,602
15,602
15,602
15,602
15,602
10,923
10,923
10,923
10,923
10,923
10,923
10,923
10,923
500
4,832
4,832
4,832
4,832
4,832
4,832
4,832
13,387
13,387
500
13,387
13,387
500
2,818
2,818
2,818
2,818
13,387
13,387
2,818
2,818
2,818
2,818
2,820
2,820
15,602
15,602
15,602
8,543
8,543
8,543
14,206
8,543
8,543
8,543
14,206
10,620
500
10,620
15,602
15,602
10,620
10,620
10,620
10,620
10,620
500
15,602
15,602
15,602
15,602
15,602
15,602
15,602
10,923
10,923
10,923
10,923
10,923
10,923
10,923
10,923
500
9,794
9,794
9,794
9,794
9,794
9,794
9,794
19,494
19,494
500
19,494
19,494
500
4,437
4,437
4,437
4,437
19,494
19,494
4,437
4,437
4,437
4,437
8,543
8,543
15,602
15,602
15,602
9,267
9,267
9,267
14,206
9,267
9,267
9,267
14,206
10,620
500
10,620
15,602
15,602
10,620
10,620
10,620
10,620
10,620
500
15,602
15,602
15,602
15,602
15,602
15,602
15,602
10,923
10,923
10,923
10,923
10,923
10,923
10,923
10,923
500
9,794
9,794
9,794
9,794
9,794
9,794
9,794
19,494
19,494
500
19,494
19,494
500
12,664
12,664
12,664
12,664
19,494
19,494
12,664
12,664
12,664
12,664
9,267
9,267
15,602
15,602
15,602
9,267
9,267
9,267
14,206
9,267
9,267
9,267
14,206
10,620
500
10,620
15,602
15,602
10,620
10,620
10,620
10,620
10,620
500
15,602
15,602
15,602
15,602
15,602
15,602
15,602
10,923
10,923
10,923
10,923
10,923
10,923
10,923
10,923
500
9,794
9,794
9,794
9,794
9,794
9,794
9,794
19,494
19,494
500
19,494
19,494
500
12,664
12,664
12,664
12,664
19,494
19,494
12,664
12,664
12,664
12,664
9,267
9,267
15,602
15,602
15,602
9,267
9,267
9,267
14,206
9,267
9,267
9,267
14,206
10,620
500
10,620
15,602
15,602
10,620
10,620
10,620
10,620
10,620
500
15,602
15,602
15,602
15,602
15,602
15,602
15,602
10,923
10,923
10,923
10,923
10,923
10,923
10,923
10,923
500
9,794
9,794
9,794
9,794
9,794
9,794
9,794
19,494
19,494
500
19,494
19,494
500
12,664
12,664
12,664
12,664
19,494
19,494
12,664
12,664
12,664
12,664
9,267
9,267
166,846
166,846
166,846
84,697
84,697
84,697
129,951
84,697
84,697
84,697
129,951
113,979
6,000
113,979
166,846
166,846
113,979
113,979
113,979
113,979
113,979
6,000
166,846
166,846
166,846
166,846
166,846
166,846
166,846
119,783
119,783
119,783
119,783
119,783
119,783
119,783
119,783
6,000
92,370
92,370
92,370
92,370
92,370
92,370
92,370
186,288
186,288
6,000
186,288
186,288
6,000
104,358
104,358
104,358
104,358
186,288
186,288
104,358
104,358
104,358
104,358
84,697
84,697
15,914190,973
15,914190,973
15,914190,973
9,453113,434
9,453113,434
9,453113,434
14,490173,876
9,453113,434
9,453113,434
9,453113,434
14,490173,876
10,833129,991
510
6,120
10,833129,991
15,914190,973
15,914190,973
10,833129,991
10,833129,991
10,833129,991
10,833129,991
10,833129,991
510
6,120
15,914190,973
15,914190,973
15,914190,973
15,914190,973
15,914190,973
15,914190,973
15,914190,973
11,142133,704
11,142133,704
11,142133,704
11,142133,704
11,142133,704
11,142133,704
11,142133,704
11,142133,704
510
6,120
9,990119,879
9,990119,879
9,990119,879
9,990119,879
9,990119,879
9,990119,879
9,990119,879
19,884238,605
19,884238,605
510
6,120
19,884238,605
19,884238,605
510
6,120
12,917155,009
12,917155,009
12,917155,009
12,917155,009
19,884238,605
19,884238,605
12,917155,009
12,917155,009
12,917155,009
12,917155,009
9,453113,434
9,453113,434
16,233
16,233
16,233
9,642
9,642
9,642
14,779
9,642
9,642
9,642
14,779
11,049
520
11,049
16,233
16,233
11,049
11,049
11,049
11,049
11,049
520
16,233
16,233
16,233
16,233
16,233
16,233
16,233
11,365
11,365
11,365
11,365
11,365
11,365
11,365
11,365
520
10,190
10,190
10,190
10,190
10,190
10,190
10,190
20,281
20,281
520
20,281
20,281
520
13,176
13,176
13,176
13,176
20,281
20,281
13,176
13,176
13,176
13,176
9,642
9,642
194,792
194,792
194,792
115,703
115,703
115,703
177,354
115,703
115,703
115,703
177,354
132,591
6,242
132,591
194,792
194,792
132,591
132,591
132,591
132,591
132,591
6,242
194,792
194,792
194,792
194,792
194,792
194,792
194,792
136,378
136,378
136,378
136,378
136,378
136,378
136,378
136,378
6,242
122,277
122,277
122,277
122,277
122,277
122,277
122,277
243,377
243,377
6,242
243,377
243,377
6,242
158,109
158,109
158,109
158,109
243,377
243,377
158,109
158,109
158,109
158,109
115,703
115,703
16,557
16,557
16,557
9,835
9,835
9,835
15,075
9,835
9,835
9,835
15,075
11,270
531
11,270
16,557
16,557
11,270
11,270
11,270
11,270
11,270
531
16,557
16,557
16,557
16,557
16,557
16,557
16,557
11,592
11,592
11,592
11,592
11,592
11,592
11,592
11,592
531
10,394
10,394
10,394
10,394
10,394
10,394
10,394
20,687
20,687
531
20,687
20,687
531
13,439
13,439
13,439
13,439
20,687
20,687
13,439
13,439
13,439
13,439
9,835
9,835
198,688
198,688
198,688
118,017
118,017
118,017
180,901
118,017
118,017
118,017
180,901
135,243
6,367
135,243
198,688
198,688
135,243
135,243
135,243
135,243
135,243
6,367
198,688
198,688
198,688
198,688
198,688
198,688
198,688
139,105
139,105
139,105
139,105
139,105
139,105
139,105
139,105
6,367
124,723
124,723
124,723
124,723
124,723
124,723
124,723
248,244
248,244
6,367
248,244
248,244
6,367
161,271
161,271
161,271
161,271
248,244
248,244
161,271
161,271
161,271
161,271
118,017
118,017
2024
Monthly Annual
16,888202,662
16,888202,662
16,888202,662
10,031120,377
10,031120,377
10,031120,377
15,377184,519
10,031120,377
10,031120,377
10,031120,377
15,377184,519
11,496137,948
541
6,495
11,496137,948
16,888202,662
16,888202,662
11,496137,948
11,496137,948
11,496137,948
11,496137,948
11,496137,948
541
6,495
16,888202,662
16,888202,662
16,888202,662
16,888202,662
16,888202,662
16,888202,662
16,888202,662
11,824141,887
11,824141,887
11,824141,887
11,824141,887
11,824141,887
11,824141,887
11,824141,887
11,824141,887
541
6,495
10,601127,217
10,601127,217
10,601127,217
10,601127,217
10,601127,217
10,601127,217
10,601127,217
21,101253,209
21,101253,209
541
6,495
21,101253,209
21,101253,209
541
6,495
13,708164,497
13,708164,497
13,708164,497
13,708164,497
21,101253,209
21,101253,209
13,708164,497
13,708164,497
13,708164,497
13,708164,497
10,031120,377
10,031120,377
1H'20/ Month (Rollout Period) 2H'20/ Month 2021 2022 JAN FEB MAR APR MAY JUN JUL Monthly Total 2023 2024 511 5710 Evergreen Cemetery North 512 5711 Evergreen Cemetery South 834 834 Long&Fisher Funeral Home 835 835 Pryor Funeral Home 174 2145 Greenbrier Burial Park, Inc. 178 2093 Restlawn Memorial Gardens 184 2094 Cemetery Estates - Palm Mem. 185 2087 Resthaven Memorial Park - WV 186 2089 Restwood Memorial Park 187 2092 Woodlawn Memorial Park 363 363 Rest Haven Memorial Park 733 733 Chapel Hill Memorial Gdns 873 873 Chapel Hill Funeral Home 724 724 Chris an Memorial Gardens West 725 725 Chris an Memorial Gardens East 732 732 Covington Memorial Cemetery 734 734 Garden of Memory-Muncie Cemeter 872 872 Covington Mem Funeral Hme 874 874 Garden of Memory Muncie 651 651 Floral Gardens 723 723 Flint Memorial Park 731 731 Forest Lawn Cemetery MW 871 871 Forest Lawn Funeral Home 216 216 Highland Cemetery 217 217 Riverview Cemetery 219 219 St.Joseph Valley Memorial Park 663 663 Calvary Cemetery & Crematorium 647 647 Floral Lawn Memorial Gardens 652 652 Roseland Memorial Gardens 718 718 Mt. Ever Rest Memorial Park South 719 719 Mt. Ever Rest Memorial Park North 218 218 Park Lawn Cemetery & Mausoleum 3,062 3,062 3,062 4,832 9,794 9,794 9,794 3,062 3,062 3,062 4,832 9,794 9,794 9,794 500 500 500 500 500 500 500 500 500 500 500 500 500 500 3,821 3,821 3,821 4,845 14,206 14,206 14,206 3,821 3,821 3,821 4,845 14,206 14,206 14,206 3,821 3,821 3,821 4,845 14,206 14,206 14,206 3,821 3,821 3,821 4,845 14,206 14,206 14,206 3,821 3,821 3,821 4,845 14,206 14,206 14,206 3,821 3,821 3,821 4,845 14,206 14,206 14,206 5,650 5,650 5,650 13,387 19,494 19,494 19,494 4,235 4,235 4,235 4,235 13,787 14,995 14,995 500 500 500 500 500 500 500 8,350 8,350 8,350 11,161 20,566 20,566 20,566 8,350 8,350 8,350 11,161 20,566 20,566 20,566 2,141 2,141 2,141 9,059 17,171 17,171 17,171 2,141 2,141 2,141 9,059 17,171 17,171 17,171 500 500 500 500 500 500 500 500 500 500 500 500 500 500 8,350 8,350 8,350 11,161 20,566 20,566 20,566 8,350 8,350 8,350 11,161 20,566 20,566 20,566 2,141 2,141 2,141 9,059 17,171 17,171 17,171 500 500 500 500 500 500 500 4,235 4,235 4,235 4,235 13,787 14,995 14,995 4,235 4,235 4,235 4,235 13,787 14,995 14,995 4,235 4,235 4,235 4,235 13,787 14,995 14,995 4,235 4,235 4,235 4,235 13,787 14,995 14,995 4,235 4,235 4,235 4,235 13,787 14,995 14,995 8,350 8,350 8,350 11,161 20,566 20,566 20,566 4,235 4,235 4,235 4,235 13,787 14,995 14,995 4,235 4,235 4,235 4,235 13,787 14,995 14,995 2,141 2,141
2,141 9,059 17,171 17,171 17,171 9,794 92,370 9,794 92,370 500 6,000 500 6,000 14,206 129,951 14,206 129,951 14,206 129,951 14,206 129,951 14,206 129,951 14,206 129,951 19,494 186,288 14,995 135,694 500 6,000 20,566 200,742 20,566 200,742 17,171 152,848 17,171 152,848 500 6,000 500 6,000 20,566 200,742 20,566 200,742 17,171 152,848 500 6,000 14,995 135,694 14,995 135,694 14,995 135,694 14,995 135,694 14,995 135,694 20,566 200,742 14,995 135,694 14,995 135,694 17,171 152,848 9,990 119,879 9,990 119,879 510 6,120 510 6,120 14,490 173,876 14,490 173,876 14,490 173,876 14,490 173,876 14,490 173,876 14,490 173,876 19,884 238,605 15,295 183,543 510 6,120 20,978 251,732 20,978 251,732 17,514 210,171 17,514 210,171 510 6,120 510 6,120 20,978 251,732 20,978 251,732 17,514 210,171 510 6,120 15,295 183,543 15,295 183,543 15,295 183,543 15,295 183,543 15,295 183,543 20,978 251,732 15,295 183,543 15,295 183,543 17,514 210,171 10,190 122,277 10,190 122,277 520 6,242 520 6,242 14,779 177,354 14,779 177,354 14,779 177,354 14,779 177,354 14,779 177,354 14,779 177,354 20,281 243,377 15,601 187,214 520 6,242 21,397 256,766 21,397 256,766 17,865 214,374 17,865 214,374 520 6,242 520 6,242 21,397 256,766 21,397 256,766 17,865 214,374 520 6,242 15,601 187,214 15,601 187,214 15,601 187,214 15,601 187,214 15,601 187,214 21,397 256,766 15,601 187,214 15,601 187,214 17,865 214,374 10,394 124,723 10,394 124,723 531 6,367 531 6,367 15,075 180,901 15,075 180,901 15,075 180,901 15,075 180,901 15,075 180,901 15,075 180,901 20,687 248,244 15,913 190,958 531 6,367 21,825 261,901 21,825 261,901 18,222 218,662 18,222 218,662 531 6,367 531 6,367 21,825 261,901 21,825 261,901 18,222 218,662 531 6,367 15,913 190,958 15,913 190,958 15,913 190,958 15,913 190,958 15,913 190,958 21,825 261,901 15,913 190,958 15,913 190,958 18,222 218,662 10,601 127,217 10,601 127,217 541 6,495 541 6,495 15,377 184,519 15,377 184,519 15,377 184,519 15,377 184,519 15,377 184,519 15,377 184,519 21,101 253,209 16,231 194,777 541 6,495 22,262 267,140 22,262 267,140 18,586 223,035 18,586 223,035 541 6,495 541 6,495 22,262 267,140 22,262 267,140 18,586 223,035 541 6,495 16,231 194,777 16,231 194,777 16,231 194,777 16,231 194,777 16,231 194,777 22,262 267,140 16,231 194,777 16,231 194,777 18,586 223,035 220 220 Valhalla Memory Gardens & Cremato 2,141 2,141 2,141 9,059 17,171 17,171 17,171 17,171 152,848 17,514 210,171 17,865 214,374 18,222 218,662 18,586 223,035 730 730 Lincoln Cemetery 870 870 Gill Funeral Home 717 717 Sunrise
Memorial Gardens 720 720 Chapel Hill Memorial Gardens 721 721 East Lawn Memorial Gardens 722 722 DeepDale Memorial Gardens 735 735 Chapel Hill Memorial Cemetery 400 400 Bronswood Cemetery 211 211 Willow Lawn Mem Pk/Aarrowood Pe 212 212 McHenry County Memorial Park 213 213 Windridge Memorial Park & Nature S 442 442 Northshore Garden of Memories 443 443 Highland Memorial Park-MW 656 656 Mount Vernon Estates 924 924 Herr Funeral Home 926 926 Sunset Hill Funeral Home 111 111 EASTLAWN CEMETERY 112 112 RIVERMONTE CEMETERY 113 113 WHITE CHAPEL CEMETERY 210 210 Memorial Park Cemetery 222 222 Highland Sacred Gardens 223 223 Memorial Park Sedalia 655 655 Forest Hill Cavalry Cemetery 876 876 Eastlawn Funeral Home 877 877 Rivermonte Funeral Home 878 878 White Chapel Funeral Home 642 642 Grand Junc on Memorial Gardens 643 643 Olinger's Evergreen Cemetery 644 644 Old Mission Wichita Park Cemetery 645 645 White Chapel Memorial Gardens 2,141 2,141 2,141 9,059 17,171 17,171 17,171 500 500 500 500 500 500 500 4,235 4,235 4,235 4,235 13,787 14,995 14,995 8,350 8,350 8,350 11,161 20,566 20,566 20,566 8,350 8,350 8,350 11,161 20,566 20,566 20,566 8,350 8,350 8,350 11,161 20,566 20,566 20,566 4,235 4,235 4,235 4,235 13,787 14,995 14,995 2,957 2,957 2,957 2,957 10,016 13,692 13,692 2,957 2,957 2,957 2,957 10,016 13,692 13,692 2,957 2,957 2,957 2,957 10,016 13,692 13,692 2,957 2,957 2,957 2,957 10,016 13,692 13,692 2,957 2,957 2,957 2,957 10,016 13,692 13,692 2,957 2,957 2,957 2,957 10,016 13,692 13,692 2,957 2,957 2,957 2,957 10,016 13,692 13,692 500 500 500 500 500 500 500 500 500 500 500 500 500 500 3,039 3,039 3,039 3,039 7,485 13,441 13,441 3,039 3,039 3,039 3,039 7,485 13,441 13,441 3,039 3,039 3,039 3,039 7,485 13,441 13,441 3,039 3,039 3,039 3,039 7,485 13,441 13,441 3,039 3,039 3,039 3,039 7,485 13,441 13,441 3,039 3,039 3,039 3,039 7,485 13,441 13,441 3,039 3,039 3,039 3,039 7,485 13,441 13,441 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 500 3,039 3,039 3,039 3,039 7,485 13,441 13,441 3,039 3,039 3,039 3,039 7,485 13,441 13,441 3,039 3,039 3,039 3,039 7,485 13,441 13,441 3,039 3,039 3,039 3,039 7,485 13,441 13,441 17,171 152,848 500 6,000 14,995 135,694 20,566 200,742 20,566 200,742 20,566 200,742 14,995 135,694 13,692 117,691 13,692 117,691 13,692 117,691 13,692 117,691 13,692 117,691 13,692 117,691 13,692 117,691 500 6,000 500 6,000 13,441 113,731 13,441 113,731 13,441 113,731 13,441 113,731 13,441 113,731 13,441 113,731 13,441 113,731 500 6,000 500
6,000 500 6,000 13,441 113,731 13,441 113,731 13,441 113,731 13,441 113,731 17,514 210,171 510 6,120 15,295 183,543 20,978 251,732 20,978 251,732 20,978 251,732 15,295 183,543 13,966 167,592 13,966 167,592 13,966 167,592 13,966 167,592 13,966 167,592 13,966 167,592 13,966 167,592 510 6,120 510 6,120 13,710 164,522 13,710 164,522 13,710 164,522 13,710 164,522 13,710 164,522 13,710 164,522 13,710 164,522 510 6,120 510 6,120 510 6,120 13,710 164,522 13,710 164,522 13,710 164,522 13,710 164,522 17,865 214,374 520 6,242 15,601 187,214 21,397 256,766 21,397 256,766 21,397 256,766 15,601 187,214 14,245 170,944 14,245 170,944 14,245 170,944 14,245 170,944 14,245 170,944 14,245 170,944 14,245 170,944 520 6,242 520 6,242 13,984 167,813 13,984 167,813 13,984 167,813 13,984 167,813 13,984 167,813 13,984 167,813 13,984 167,813 520 6,242 520 6,242 520 6,242 13,984 167,813 13,984 167,813 13,984 167,813 13,984 167,813 18,222 218,662 531 6,367 15,913 190,958 21,825 261,901 21,825 261,901 21,825 261,901 15,913 190,958 14,530 174,363 14,530 174,363 14,530 174,363 14,530 174,363 14,530 174,363 14,530 174,363 14,530 174,363 531 6,367 531 6,367 14,264 171,169 14,264 171,169 14,264 171,169 14,264 171,169 14,264 171,169 14,264 171,169 14,264 171,169 531 6,367 531 6,367 531 6,367 14,264 171,169 14,264 171,169 14,264 171,169 14,264 171,169 18,586 223,035 541 6,495 16,231 194,777 22,262 267,140 22,262 267,140 22,262 267,140 16,231 194,777 14,821 177,850 14,821 177,850 14,821 177,850 14,821 177,850 14,821 177,850 14,821 177,850 14,821 177,850 541 6,495 541 6,495 14,549 174,592 14,549 174,592 14,549 174,592 14,549 174,592 14,549 174,592 14,549 174,592 14,549 174,592 541 6,495 541 6,495 541 6,495 14,549 174,592 14,549 174,592 14,549 174,592 14,549 174,592
1H'20/ Month (Rollout Period)
3 Digit # 4 Digit #Name
729
825
875
519
520
521
522
523
524
525
526
527
528
530
531
532
533
534
535
661
611
637
638
639
640
641
806
821
125
126
822
823
836
837
889
121
122
123
239
355
356
863
886
887
888
238
200
201
240
607
608
610
864
636
729FAIRLAWN BURIAL PARK
825Old Mission Mortuary
875Heritage Funeral Home
519Glenview Memorial Gardens
520Greenlawn Memorial Park
521Greenlawn Memorial Park WI
522Highland Memory Gardens WI
523Knollwood Memorial Park
524Ledgeview Memorial Park
525Lincoln Memorial Cemetery WI
526Milton Lawns Memorial Park
527Roselawn Memorial Park
528Town of Milwaukee Union Cemeter
530Valhalla Memorial Park
531Roselawn Memory Gardens
532Sun Prairie Memory Garden
533Sunrise Memorial Gardens WI
534Sunset Memory Gardens
535Mormon Coulee Memorial Park
661Floral Lawn Cemetery
611Valhalla Cemetery
637Crestwood Memorial Cemetery
638Forest Lawn Gardens
639Ridout's Forest Crest Cemetery
640Ridout's Forest Hill Cemetery
641Walker Memory Gardens
806Valhalla Funeral Home,Inc
821Crestwood Memorial F.H.
125Lee Memorial Park
126East Chickasaw Memorial Park
822Ellio Funeral Home
823Ridout's Brown FH
836Elkins East Chapel
837Elkins Funeral Home
889Lee Memorial Funeral Home
121Forest Hills Cemetery-East
122Forest Hills Cemetery-South
123Forest Hills Cemetery-Midtown
239Northridge Woodhaven Cemetery
355Highland Memorial Gardens
356Ridgecrest Cemetery
863Northridge Woodhaven FH
886Forest Hills F.H. East
887Forest Hills F.H. South
888Forest Hills F.H. Midtown
238Memorial Park Southwoods
200Huntsville Memory Gardens
201Trici es Memorial Gardens
240Woodhaven Memorial Gardens
607Lakewood Memorial East
608Lakewood Memorial West
610Hamilton County Burial
864Woodhaven Chapel
636Lakeview Memory Gardens
JAN
3,039
500
3,809
2,475
2,475
3,809
3,809
y3,809
3,809
3,809
3,809
3,809
-
-
-
-
-
-
-
-
3,784
3,784
3,784
500
500
3,784
-
1,167
1,167
FEB
MARAPRMAYJUNJUL
2H'20/ Month
MonthlyTotal
Monthly
2021
Annual
MonthlyAnnual
MonthlyAnnual
Monthly
2022
2023
2024
Annual
3,039
500
500
3,809
2,475
2,475
3,809
2,475
2,475
3,809
3,809
3,809
3,809
3,809
3,809
3,809
2,475
3,809
2,475
3,809
3,784
3,784
3,784
3,784
3,784
3,784
500
500
500
500
3,784
1,167
1,167
1,167
1,167
500
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
500
2,475
3,809
2,475
3,809
3,809
2,475
2,475
-
- -
-
- -
-
- -
-
- -
-
- -
-
- -
-
- -
-
3,784
3,784
3,784
500
500
-
- -
1,167
1,167
500
- -
3,039
500
500
3,809
2,475
2,475
3,809
2,475
2,475
3,809
3,809
3,809
3,809
3,809
3,809
3,809
2,475
3,809
2,475
3,809
3,784
3,784
3,784
3,784
3,784
3,784
500
500
500
500
3,784
1,167
1,167
1,167
1,167
500
3,039
500
500
3,809
2,475
2,475
3,809
2,475
2,475
3,809
3,809
3,809
3,809
3,809
3,809
3,809
2,475
3,809
2,475
3,809
21,262
21,262
21,262
21,262
21,262
21,262
500
500
21,262
21,262
500
500
500
500
500
10,910
10,910
10,910
10,910
10,910
10,910
500
500
500
500
10,910
21,262
21,262
2,697
2,697
2,697
2,697
500
21,262
7,485
500
500
7,638
4,479
4,479
7,638
4,479
4,479
7,638
7,638
7,638
7,638
7,638
7,638
7,638
4,479
7,638
4,479
7,638
16,127
16,127
16,127
16,127
16,127
16,127
500
500
16,127
16,127
500
500
500
500
500
12,815
12,815
12,815
12,815
12,815
12,815
500
500
500
500
12,815
16,127
16,127
3,905
3,905
3,905
3,905
500
16,127
13,441
500
500
12,767
7,165
7,165
12,767
7,165
7,165
12,767
12,767
12,767
12,767
12,767
12,767
12,767
7,165
12,767
7,165
12,767
16,127
16,127
16,127
16,127
16,127
16,127
500
500
16,127
16,127
500
500
500
500
500
12,815
12,815
12,815
12,815
12,815
12,815
500
500
500
500
12,815
16,127
16,127
3,905
3,905
3,905
3,905
500
16,127
13,441
500
500
12,767
7,165
7,165
12,767
7,165
7,165
12,767
12,767
12,767
12,767
12,767
12,767
12,767
7,165
12,767
7,165
12,767
16,127
16,127
16,127
16,127
16,127
16,127
500
500
16,127
16,127
500
500
500
500
500
12,815
12,815
12,815
12,815
12,815
12,815
500
500
500
500
12,815
16,127
16,127
3,905
3,905
3,905
3,905
500
16,127
13,441
500
500
12,767
7,165
7,165
12,767
7,165
7,165
12,767
12,767
12,767
12,767
12,767
12,767
12,767
7,165
12,767
7,165
12,767
16,127
16,127
16,127
16,127
16,127
16,127
500
500
16,127
16,127
500
500
500
500
500
12,815
12,815
12,815
12,815
12,815
12,815
500
500
500
500
12,815
16,127
16,127
3,905
3,905
3,905
3,905
500
16,127
113,73113,710
6,000510
6,000
112,24413,022
64,533
64,5337,308
112,244
64,5337,308
64,533
112,24413,022
112,244
112,24413,022
112,244
112,24413,022
112,244
112,24413,022
64,533
112,24413,022
64,533
112,24413,022
150,276
150,27616,449
150,276
150,27616,449
150,276
150,27616,449
4,500
4,500510
150,276
150,27616,449
4,500
4,500510
4,500
4,500510
4,500
124,77813,071
124,778
124,77813,071
124,778
124,77813,071
124,778
6,000510
6,000
6,000510
6,000
124,77813,071
150,276
150,27616,449
37,434
37,4343,983
37,434
37,4343,983
6,000
150,27616,449
510
7,308
13,022
7,308
13,022
13,022
13,022
7,308
7,308
16,449
16,449
16,449
510
16,449
510
510
510
13,071
13,071
13,071
510
510
16,449
3,983
3,983
510
164,52213,984
6,120520
6,120
156,26713,283
87,697
87,6977,454
156,267
87,6977,454
87,697
156,26713,283
156,267
156,26713,283
156,267
156,26713,283
156,267
156,26713,283
87,697
156,26713,283
87,697
156,26713,283
197,391
197,39116,778
197,391
197,39116,778
197,391
197,39116,778
6,120
6,120520
197,391
197,39116,778
6,120
6,120520
6,120
6,120520
6,120
156,85113,332
156,851
156,85113,332
156,851
156,85113,332
156,851
6,120520
6,120
6,120520
6,120
156,85113,332
197,391
197,39116,778
47,793
47,7934,062
47,793
47,7934,062
6,120
197,39116,778
520
7,454
13,283
7,454
13,283
13,283
13,283
7,454
7,454
16,778
16,778
16,778
520
16,778
520
520
520
13,332
13,332
13,332
520
520
16,778
4,062
4,062
520
167,81314,264
6,242531
6,242
159,39313,548
89,450
89,4507,603
159,393
89,4507,603
89,450
159,39313,548
159,393
159,39313,548
159,393
159,39313,548
159,393
159,39313,548
89,450
159,39313,548
89,450
159,39313,548
201,339
201,33917,114
201,339
201,33917,114
201,339
201,33917,114
6,242
6,242531
201,339
201,33917,114
6,242
6,242531
6,242
6,242531
6,242
159,98813,599
159,988
159,98813,599
159,988
159,98813,599
159,988
6,242531
6,242
6,242531
6,242
159,98813,599
201,339
201,33917,114
48,749
48,7494,144
48,749
48,7494,144
6,242
201,33917,114
531
7,603
13,548
7,603
13,548
13,548
13,548
7,603
7,603
17,114
17,114
17,114
531
17,114
531
531
531
13,599
13,599
13,599
531
531
17,114
4,144
4,144
531
171,16914,549
6,367541
6,367
162,58013,819
91,239
91,2397,755
162,580
91,2397,755
91,239
162,58013,819
162,580
162,58013,819
162,580
162,58013,819
162,580
162,58013,819
91,239
162,58013,819
91,239
162,58013,819
205,366
205,36617,456
205,366
205,36617,456
205,366
205,36617,456
6,367
6,367541
205,366
205,36617,456
6,367
6,367541
6,367
6,367541
6,367
163,18813,871
163,188
163,18813,871
163,188
163,18813,871
163,188
6,367541
6,367
6,367541
6,367
163,18813,871
205,366
205,36617,456
49,724
49,7244,227
49,724
49,7244,227
6,367
205,36617,456
541
7,755
13,819
7,755
13,819
13,819
13,819
7,755
7,755
17,456
17,456
17,456
541
17,456
541
541
541
13,871
13,871
13,871
541
541
17,456
4,227
4,227
541
174,592
6,495
6,495
165,832
93,064
93,064
165,832
93,064
93,064
165,832
165,832
165,832
165,832
165,832
165,832
165,832
93,064
165,832
93,064
165,832
209,473
209,473
209,473
209,473
209,473
209,473
6,495
6,495
209,473
209,473
6,495
6,495
6,495
6,495
6,495
166,451
166,451
166,451
166,451
166,451
166,451
6,495
6,495
6,495
6,495
166,451
209,473
209,473
50,718
50,718
50,718
50,718
6,495
209,473
TOTALS
Bi-Monthly Payment
1,042,270
1,254,629
1,431,977
2,180,291
1,090,146
3,357,442
1,678,721
3,707,495
1,853,747
3,868,924
1,934,462
3,868,924
1,934,462
36,187,648
3,946,303
########
47,355,632
4,025,229
2,012,614
48,302,745
4,105,733
2,052,867
49,268,800
4,187,848
2,093,924
50,254,176
(Back To Top)
Section 14: EX-21.1 (EX-21.1 SUBSIDIARIES OF REGISTRANT)
Subsidiary (or Managed Entity*) Name
Alleghany Memorial Park LLC
Alleghany Memorial Park Subsidiary, Inc.
Altavista Memorial Park LLC
Altavista Memorial Park Subsidiary, Inc.
Arlington Development Company
Augusta Memorial Park Perpetual Care Company
Bethel Cemetery Association*
Beth Israel Cemetery Association of Woodbridge, New Jersey*
Birchlawn Burial Park LLC
Birchlawn Burial Park Subsidiary, Inc.
Bronswood Cemetery, Inc.
Cedar Hill Funeral Home, Inc.
Cemetery Investments LLC
Cemetery Investments Subsidiary, Inc.
Cemetery Management Services, L.L.C.
Cemetery Management Services of Ohio, L.L.C.
Chapel Hill Associates, Inc.
Chapel Hill Funeral Home, Inc.
Clover Leaf Park Cemetery Association*
CMS West LLC
CMS West Subsidiary LLC
Columbia Memorial Park LLC
Columbia Memorial Park Subsidiary, Inc.
Cornerstone Family Insurance Services, Inc.
Cornerstone Family Services of New Jersey, Inc.
Cornerstone Family Services of West Virginia LLC
Cornerstone Family Services of West Virginia Subsidiary, Inc.
Cornerstone Funeral and Cremation Services LLC
Cornerstone Trust Management Services LLC
Covenant Acquisition LLC
Covenant Acquisition Subsidiary, Inc.
Covington Memorial Funeral Home, Inc.
Covington Memorial Gardens, Inc.
Crown Hill Cemetery Association*
Subsidiaries (or Managed Entities*) of StoneMor Inc.
as of December 31, 2019
Exhibit 21.1
Jurisdiction of Formation
Virginia
Virginia
Virginia
Virginia
New Jersey
Virginia
New Jersey
New Jersey
Virginia
Virginia
Illinois
Maryland
Virginia
Virginia
Delaware
Delaware
Michigan
Indiana
New Jersey
Pennsylvania
Pennsylvania
Maryland
Maryland
Delaware
New Jersey
West Virginia
West Virginia
Delaware
Delaware
Virginia
Virginia
Indiana
Indiana
Ohio
Eloise B. Kyper Funeral Home, Inc.
Forest Lawn Gardens, Inc.
Forest Lawn Memorial Chapel, Inc.
Forest Lawn Memory Gardens, Inc.
Glen Haven Memorial Park LLC
Glen Haven Memorial Park Subsidiary, Inc.
Henlopen Memorial Park LLC
Henlopen Memorial Park Subsidiary LLC
Henry Memorial Park LLC
Henry Memorial Park Subsidiary, Inc.
Highland Memorial Park, Inc.*
Hillside Memorial Park Association, Inc.*
Juniata Memorial Park LLC
Kingwood Memorial Park Association*
KIRIS LLC
KIRIS Subsidiary, Inc.
Kirk & Nice, Inc.
Kirk & Nice Suburban Chapel, Inc.
Lakewood/Hamilton Cemetery LLC
Lakewood/Hamilton Cemetery Subsidiary, Inc.
Lakewood Memory Gardens South LLC
Lakewood Memory Gardens South Subsidiary, Inc.
Laurel Hill Memorial Park LLC
Laurel Hill Memorial Park Subsidiary, Inc.
Laurelwood Holding Company
Legacy Estates, Inc.
Locustwood Cemetery Association*
Loewen [Virginia] LLC
Loewen [Virginia] Subsidiary, Inc.
Lorraine Park Cemetery LLC
Lorraine Park Cemetery Subsidiary, Inc.
Modern Park Development LLC
Modern Park Development Subsidiary, Inc.
Northlawn Memorial Gardens*
Oak Hill Cemetery LLC
Oak Hill Cemetery Subsidiary, Inc.
Ohio Cemetery Holdings, Inc.*
Osiris Holding Finance Company
Osiris Holding of Maryland LLC
Osiris Holding of Maryland Subsidiary, Inc.
Osiris Holding of Pennsylvania LLC
2
Pennsylvania
Pennsylvania
Indiana
Indiana
Delaware
Maryland
Delaware
Delaware
Virginia
Virginia
Ohio
Ohio
Pennsylvania
Ohio
Virginia
Virginia
Pennsylvania
Pennsylvania
Tennessee
Tennessee
Georgia
Georgia
Virginia
Virginia
Pennsylvania
New Jersey
New Jersey
Virginia
Virginia
Delaware
Maryland
Maryland
Maryland
Ohio
Virginia
Virginia
Ohio
Delaware
Delaware
Maryland
Pennsylvania
Osiris Holding of Rhode Island LLC
Osiris Holding of Rhode Island Subsidiary, Inc.
Osiris Management, Inc.
Osiris Telemarketing Corp.
Perpetual Gardens.Com, Inc.
Plymouth Warehouse Facilities LLC
Prince George Cemetery Corporation
PVD Acquisitions LLC
PVD Acquisitions Subsidiary, Inc.
Rockbridge Memorial Gardens LLC
Rockbridge Memorial Gardens Subsidiary Company
Rolling Green Memorial Park LLC
Rose Lawn Cemeteries LLC
Rose Lawn Cemeteries Subsidiary, Incorporated
Roselawn Development LLC
Roselawn Development Subsidiary Corporation
Russell Memorial Cemetery LLC
Russell Memorial Cemetery Subsidiary, Inc.
Shenandoah Memorial Park LLC
Shenandoah Memorial Park Subsidiary, Inc.
Sierra View Memorial Park
Southern Memorial Sales LLC
Southern Memorial Sales Subsidiary, Inc.
Springhill Memory Gardens LLC
Springhill Memory Gardens Subsidiary, Inc.
Star City Memorial Sales LLC
Star City Memorial Sales Subsidiary, Inc.
Stephen R. Haky Funeral Home, Inc.
Stitham LLC
Stitham Subsidiary, Incorporated
StoneMor Alabama LLC
StoneMor Alabama Subsidiary, Inc.
StoneMor Arkansas Subsidiary LLC
StoneMor California, Inc.
StoneMor California Subsidiary, Inc.
StoneMor Cemetery Products LLC
StoneMor Colorado LLC
StoneMor Colorado Subsidiary LLC
StoneMor Florida LLC
StoneMor Florida Subsidiary LLC
StoneMor Georgia LLC
3
Rhode Island
Rhode Island
New Jersey
New York
Delaware
Delaware
Virginia
Virginia
Virginia
Virginia
Virginia
Pennsylvania
Virginia
Virginia
Virginia
Virginia
Virginia
Virginia
Virginia
Virginia
California
Virginia
Virginia
Maryland
Maryland
Virginia
Virginia
Pennsylvania
Virginia
Virginia
Alabama
Alabama
Arkansas
California
California
Pennsylvania
Colorado
Colorado
Florida
Florida
Georgia
StoneMor Georgia Subsidiary, Inc.
StoneMor Hawaiian Joint Venture Group LLC
StoneMor Hawaii LLC
StoneMor Hawaii Subsidiary, Inc.
StoneMor Holding of Pennsylvania LLC
StoneMor Illinois LLC
StoneMor Illinois Subsidiary LLC
StoneMor Indiana LLC
StoneMor Indiana Subsidiary LLC
StoneMor Iowa LLC
StoneMor Iowa Subsidiary LLC
StoneMor Kansas LLC
StoneMor Kansas Subsidiary LLC
StoneMor Kentucky LLC
StoneMor Kentucky Subsidiary LLC
StoneMor LP Holdings, LLC
StoneMor Michigan LLC
StoneMor Michigan Subsidiary LLC
StoneMor Mississippi LLC
StoneMor Mississippi Subsidiary LLC
StoneMor Missouri LLC
StoneMor Missouri Subsidiary LLC
StoneMor North Carolina LLC
StoneMor North Carolina Subsidiary LLC
StoneMor North Carolina Funeral Services, Inc.
StoneMor Ohio LLC
StoneMor Ohio Subsidiary, Inc.
StoneMor Oklahoma LLC
StoneMor Oklahoma Subsidiary LLC
StoneMor Operating LLC
StoneMor Oregon LLC
StoneMor Oregon Subsidiary LLC
StoneMor Partners L.P.
StoneMor Pennsylvania LLC
StoneMor Pennsylvania Subsidiary LLC
StoneMor Puerto Rico LLC
StoneMor Puerto Rico Cemetery and Funeral, Inc.
StoneMor Puerto Rico Subsidiary LLC
StoneMor South Carolina LLC
StoneMor South Carolina Subsidiary LLC
StoneMor Tennessee Subsidiary, Inc.
4
Georgia
Hawaii
Hawaii
Hawaii
Pennsylvania
Illinois
Illinois
Indiana
Indiana
Iowa
Iowa
Kansas
Kansas
Kentucky
Kentucky
Delaware
Michigan
Michigan
Mississippi
Mississippi
Missouri
Missouri
North Carolina
North Carolina
North Carolina
Ohio
Ohio
Oklahoma
Oklahoma
Delaware
Oregon
Oregon
Delaware
Pennsylvania
Pennsylvania
Puerto Rico
Puerto Rico
Puerto Rico
South Carolina
South Carolina
Tennessee
StoneMor Washington, Inc.
StoneMor Washington Subsidiary LLC
StoneMor Wisconsin LLC
StoneMor Wisconsin Subsidiary LLC
Sunset Memorial Gardens LLC
Sunset Memorial Gardens Subsidiary, Inc.
Sunset Memorial Park LLC
Sunset Memorial Park Subsidiary, Inc.
Temple Hill LLC
Temple Hill Subsidiary Corporation
The Valhalla Cemetery Company LLC
The Valhalla Cemetery Subsidiary Corporation
Tioga County Memorial Gardens LLC
Virginia Memorial Service LLC
Virginia Memorial Service Subsidiary Corporation
WNCI LLC
W N C Subsidiary, Inc.
Wicomico Memorial Parks LLC
Wicomico Memorial Parks Subsidiary, Inc.
Willowbrook Management Corp.
Woodlawn Memorial Park Subsidiary LLC
Washington
Washington
Wisconsin
Wisconsin
Virginia
Virginia
Maryland
Maryland
Virginia
Virginia
Alabama
Alabama
Pennsylvania
Virginia
Virginia
Delaware
Maryland
Maryland
Maryland
Connecticut
Pennsylvania
*Entity is not a StoneMor Inc. subsidiary, but is a controlled nonprofit corporation, or a nonprofit corporation in which a StoneMor Inc. subsidiary holds a voting interest, and to which management or operating services are provided by contract with a StoneMor Inc.
subsidiary.
(Back To Top)
5
Section 15: EX-31.1 (EX-31.1)
I, Joseph M. Redling, certify that:
CERTIFICATION
Exhibit 31.1
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Annual Report”) of StoneMor Inc.;
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this Annual Report;
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this Annual Report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this Annual Report based on such evaluation; and
Disclosed in this Annual Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 7, 2020
By:
/s/ Joseph M. Redling
Joseph M. Redling
President and Chief Executive Officer
(Principal Executive Officer)
(Back To Top)
Section 16: EX-31.2 (EX-31.2)
I, Jeffrey DiGiovanni, certify that:
CERTIFICATION
Exhibit 31.2
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Annual Report”) of StoneMor Inc.;
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this Annual Report;
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this Annual Report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this Annual Report based on such evaluation; and
Disclosed in this Annual Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 7, 2020
By:
/s/ Jeffrey DiGiovanni
Jeffrey DiGiovanni
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
(Back To Top)
Section 17: EX-32.1 (EX-32.1)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of StoneMor Inc. (the “Company”), does hereby certify with respect to the Annual Report on Form 10-K for the year
ended December 31, 2019 (the "Annual Report") that:
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
1.
2.
The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 7, 2020
By:
/s/ Joseph M. Redling
Joseph M. Redling
President and Chief Executive Officer
(Principal Executive Officer)
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Annual Report or as a separate disclosure document.
(Back To Top)
Section 18: EX-32.2 (EX-32.2)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code), the undersigned officer of StoneMor Inc. (the “Company”), does hereby certify with respect to the Annual Report on Form 10-K for the year
ended December 31, 2019 (the "Annual Report") that:
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
1.
2.
The Annual Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 7, 2020
By:
/s/ Jeffrey DiGiovanni
Jeffrey DiGiovanni
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350 of Chapter 63 of Title 18 of the United States Code) and is not being filed as part of the Report or as a separate disclosure document.
(Back To Top)