Edgar Filing: STONEMOR PARTNERS LP

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if smaller reporting company)

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 000-50910

STONEMOR PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware

80-0103159

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

311 Veterans Highway, Suite B

Levittown, Pennsylvania

19056

(Address of principal executive offices)

(Zip Code)

(215) 826-2800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of the registrant’s outstanding common units at August 9, 2011 was 19,350,957.

Index – Form 10-Q


		Page

Part I	Financial Information

Item 1.	Financial Statements (unaudited)		1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		52

Item 4.	Controls and Procedures		53

Part II	Other Information

Item 1.	Legal Proceedings		54

Item 1A.	Risk Factors		55

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		55

Item 3.	Defaults Upon Senior Securities		55

Item 4.	(Removed and Reserved)		55

Item 5.	Other Information		55

Item 6.	Exhibits		56

	Signatures		57

Part I – Financial Information

Item 1.

Financial Statements

StoneMor Partners L.P.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)


	June 30, 2011		December 31, 2010

Assets
Current assets:
Cash and cash equivalents	$	12,734	$	7,535
Accounts receivable, net of allowance		48,238		45,149
Prepaid expenses		4,489		3,783
Other current assets		10,507		9,002

Total current assets		75,968		65,469

Long-term accounts receivable, net of allowance		64,130		60,061
Cemetery property		287,601		283,460
Property and equipment, net of accumulated depreciation		66,789		66,249
Merchandise trusts, restricted, at fair value		332,117		318,318
Perpetual care trusts, restricted, at fair value		255,649		249,690
Deferred financing costs, net of accumulated amortization		9,339		9,801
Deferred selling and obtaining costs		64,685		59,422
Deferred tax assets		547		605
Goodwill		18,545		18,153
Other assets		13,680		14,364

Total assets	$	1,189,050	$	1,145,592


Liabilities and partners’ capital
Current liabilities:
Accounts payable and accrued liabilities	$	17,140	$	23,444
Accrued interest		1,268		2,034
Current portion, long-term debt		1,511		1,386

Total current liabilities		19,919		26,864

Other long-term liabilities		3,048		3,687
Long-term debt		158,242		219,008
Deferred cemetery revenues, net		413,028		386,465
Deferred tax liabilities		16,928		18,331
Merchandise liability		115,508		113,356
Perpetual care trust corpus		255,649		249,690

Total liabilities		982,322		1,017,401


Commitments and Contingencies
Partners’ capital
General partner		3,142		1,809
Common partners		203,586		126,382

Total partners’ capital		206,728		128,191


Total liabilities and partners’ capital	$	1,189,050	$	1,145,592

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

StoneMor Partners L.P.

Condensed Consolidated Statement of Operations

(in thousands, except unit data)

(unaudited)


	Three months ended June 30,						Six months ended June 30,
	2011			2010			2011			2010
Revenues:
Cemetery
Merchandise	$	31,104		$	24,028		$	52,539		$	42,826
Services		11,604			10,038			22,402			18,025
Investment and other		10,036			8,898			19,702			16,905
Funeral home
Merchandise		2,957			2,362			6,096			4,862
Services		4,406			3,411			8,599			6,789

Total revenues		60,107			48,737			109,338			89,407


Costs and Expenses:
Cost of goods sold (exclusive of depreciation shown separately below):
Perpetual care		1,399			1,270			2,724			2,357
Merchandise		5,817			4,055			9,485			7,368
Cemetery expense		15,462			12,086			27,548			21,333
Selling expense		12,187			9,467			21,731			17,083
General and administrative expense		7,031			6,161			13,458			11,759
Corporate overhead (including $191 and $177 in unit-based compensation for the three months ended June 30, 2011 and 2010, and $381 and $353 for the six months ended June 30, 2011 and 2010, respectively)		5,986			5,605			11,944			10,694
Depreciation and amortization		2,042			1,929			4,488			3,739
Funeral home expense
Merchandise		1,009			953			2,215			1,866
Services		2,803			2,247			5,349			4,335
Other		1,886			1,442			3,443			2,872
Acquisition related costs		1,025			1,666			1,958			2,656

Total cost and expenses		56,647			46,881			104,343			86,062


Operating profit		3,460			1,856			4,995			3,345

Expenses related to refinancing		—			—			453			—
Gain on acquisitions		—			—			—			7,093
Early extinguishment of debt		—			—			4,010			—
Increase in fair value of interest rate swaps		—			1,568			—			3,239
Interest expense		4,352			5,239			9,442			10,097

Income (loss) before income taxes		(892	)		(1,815	)		(8,910	)		3,580

Income tax expense (benefit)
State		(902	)		26			(898	)		54
Federal		(805	)		(381	)		(1,613	)		(909	)

Total income tax expense (benefit)		(1,707	)		(355	)		(2,511	)		(855	)


Net income (loss)	$	815		$	(1,460	)	$	(6,399	)	$	4,435

General partner’s interest in net income (loss) for the period	$	16		$	(29	)	$	(128	)	$	89
Limited partners’ interest in net income (loss) for the period	$	799		$	(1,431	)	$	(6,271	)	$	4,346

Net income (loss) per limited partner unit (basic and diluted)	$	.04		$	(.11	)	$	(.34	)	$	.32

Weighted average number of limited partners’ units outstanding (basic and diluted)		19,341			13,537			18,529			13,448
Distributions declared per unit	$	.585		$	.555		$	1.170		$	1.110

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

StoneMor Partners L.P.

Condensed Consolidated Statement of

Partners’ Capital

(in thousands)

(unaudited)


	Partners’ Capital
	Common Unit Holders			General Partner			Total
Balance, December 31, 2010	$	126,382		$	1,809		$	128,191

Issuance of common units		264			—			264

Proceeds from public offering		103,207			—			103,207

General partner contribution		—			2,246			2,246

Compensation related to UARs		275			—			275

Net Income		(6,271	)		(128	)		(6,399	)

Cash distribution		(20,271	)		(785	)		(21,056	)


Balance, June 30, 2011	$	203,586		$	3,142		$	206,728

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

StoneMor Partners L.P.

Condensed Consolidated Statement of Cash Flows

(in thousands)

(unaudited)


	For the six months ended June 30,
	2011			2010

Operating activities:
Net income (loss)	$	(6,399	)	$	4,435
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activity:
Cost of lots sold		3,281			2,932
Depreciation and amortization		4,488			3,739
Unit-based compensation		381			353
Accretion of debt discounts		625			166
Change in fair value of interest rate swaps		—			(3,239	)
Write-off of deferred financing fees		453			—
Gain on acquisitions		—			(7,093	)
Fees paid related to early extinguishment of debt		4,010			—
Changes in assets and liabilities that provided (used) cash:
Accounts receivable		(9,430	)		(14,930	)
Allowance for doubtful accounts		2,473			1,481
Merchandise trust fund		(11,217	)		(3,981	)
Prepaid expenses		(331	)		54
Other current assets		(1,505	)		(2,767	)
Other assets		198			236
Accounts payable and accrued and other liabilities		(7,549	)		640
Deferred selling and obtaining costs		(5,263	)		(5,977	)
Deferred cemetery revenue		25,358			26,388
Deferred taxes (net)		(1,745	)		(996	)
Merchandise liability		(954	)		1,054

Net cash provided by (used in) operating activities		(3,126	)		2,495

Investing activities:
Cash paid for cemetery property		(2,270	)		(811	)
Purchase of subsidiaries		(3,850	)		(36,962	)
Cash paid for property and equipment		(3,204	)		(2,657	)

Net cash used in investing activities		(9,324	)		(40,430	)

Financing activities:
Cash distribution		(21,056	)		(15,410	)
Additional borrowings on long-term debt		12,300			53,889
Repayments of long-term debt		(73,924	)		(684	)
Proceeds from public offering		103,207			—
Proceeds from general partner contribution		2,246			186
Fees paid related to early extinguishment of debt		(4,010	)		—
Cost of financing activities		(1,114	)		(75	)

Net cash provided by financing activities		17,649			37,906

Net increase (decrease) in cash and cash equivalents		5,199			(29	)
Cash and cash equivalents - Beginning of period		7,535			13,479

Cash and cash equivalents - End of period	$	12,734		$	13,450

Supplemental disclosure of cash flow information
Cash paid during the period for interest	$	9,552		$	10,380
Cash paid during the period for income taxes	$	1,710		$	1,530

Non-cash investing and financing activities
Acquisition of assets by financing	$	143		$	—
Issuance of limited partner units for cemetery acquisition	$	264		$	5,785
Acquisition of asset by assumption of directly related liability	$	—		$	2,532

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

1.	NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

StoneMor Partners L.P. (“StoneMor”, the “Company” or the “Partnership”) is a provider of funeral and cemetery products and services in the death care industry in the United States. Through its subsidiaries, StoneMor offers a complete range of funeral merchandise and services, along with cemetery property, merchandise and services, both at the time of need and on a pre-need basis. As of June 30, 2011, the Partnership operated 263 cemeteries, 242 of which are owned, in 25 states and Puerto Rico and owned and operated 62 funeral homes in 17 states and Puerto Rico.

Basis of Presentation

The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The unaudited condensed consolidated financial statements also include the effects of retrospective adjustments resulting from the Company’s 2010 acquisitions (see Note 13). All interim financial data is unaudited. However, in the opinion of management, the interim financial data as of June 30, 2011 and for the three and six months ended June 30, 2011 and 2010 include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The results of operations for interim periods are not necessarily indicative of the results of operations to be expected for a full year. The December 31, 2010 condensed consolidated balance sheet data was derived from audited financial statements in the Company’s 2010 Annual Report on Form 10-K (“2010 Form 10-K”) and has been adjusted to include the effects of retrospective adjustments resulting from the Company’s 2010 acquisitions, but does not include all disclosures required by accounting principles generally accepted in the United States of America, which are presented in the Company’s 2010 Form 10-K.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of each of the Company’s 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 operations of 15 of the 21 managed cemeteries that the Company operates under long-term operating or management contracts are also consolidated. There are 6 cemeteries that the Company began operating under long-term operating agreements that did not qualify as acquisitions for accounting purposes. The Company has consolidated the existing merchandise and perpetual care trusts related to these cemeteries as variable interest entities as the Company controls and benefits from the operations of the trusts. The results of operations of these 6 cemeteries are included in our statement of operations from the date the Company began operating the properties.

Total revenues derived from the cemeteries under long-term operating or management contracts totaled approximately $9.8 million and $17.9 million for the three and six months ended June 30, 2011 from 21 cemetery properties, as compared to $8.7 million and $15.6 million from 18 cemetery properties during the same periods last year.

Use of Estimates

Preparation of these unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting periods. As a result, actual results could differ from those estimates. The most significant estimates in the unaudited condensed consolidated financial statements are the valuation of assets in the merchandise trust and perpetual care trust, allowance for cancellations, unit-based compensation, merchandise liability, deferred sales revenue, deferred margin, deferred merchandise trust investment earnings, deferred obtaining costs and income taxes. Deferred sales revenue, deferred margin and deferred merchandise trust investment earnings are included in deferred cemetery revenues, net, on the unaudited condensed consolidated balance sheets.

2.	LONG-TERM ACCOUNTS RECEIVABLE, NET OF ALLOWANCE

Long-term accounts receivable, net, consist of the following:


	As of
	June 30, 2011			December 31, 2010
	(in thousands)

Customer receivables	$	146,476		$	135,530
Unearned finance income		(15,918	)		(14,488	)
Allowance for contract cancellations		(18,190	)		(15,832	)

		112,368			105,210
Less: current portion, net of allowance		48,238			45,149

Long-term portion, net of allowance	$	64,130		$	60,061

Activity in the allowance for contract cancellations is as follows:


	For the six months ended June 30,
	2011			2010
	(in thousands)

Balance - Beginning of period	$	15,832		$	13,865
Provision for cancellations		9,211			7,455
Charge-offs - net		(6,853	)		(4,729	)

Balance - End of period	$	18,190		$	16,591

3.	CEMETERY PROPERTY

Cemetery property consists of the following:


	As of
	June 30, 2011		December 31, 2010
	(in thousands)

Developed land	$	62,478	$	61,849
Undeveloped land		160,092		159,386
Mausoleum crypts and lawn crypts		65,031		62,225

Total	$	287,601	$	283,460

4.	PROPERTY AND EQUIPMENT

Major classes of property and equipment follow:


	As of
	June 30, 2011			December 31, 2010
	(in thousands)

Building and improvements	$	65,671		$	67,247
Furniture and equipment		36,946			31,947

		102,617			99,194
Less: accumulated depreciation		(35,828	)		(32,945	)

Property and equipment - net	$	66,789		$	66,249

Depreciation expense was $1.5 million and $2.9 million for the three and six months ended June 30, 2011, respectively, as compared to $1.1 million and $2.2 million during the same periods last year.

5.	MERCHANDISE TRUSTS

At June 30, 2011, the Company’s merchandise trusts consisted of the following types of assets:

•

Money Market Funds that invest in low risk short term securities;

•

Publicly traded mutual funds that invest in underlying debt securities;

•

Publicly traded mutual funds that invest in underlying equity securities;

•

Equity investments that are currently paying dividends or distributions. These investments include Real Estate Investment Trusts (“REIT’s”), Master Limited Partnerships and global equity securities;

•

Fixed maturity debt securities issued by various corporate entities;

•

Fixed maturity debt securities issued by the U.S. Government and U.S. Government agencies;

•

Fixed maturity debt securities issued by U.S. states and local government agencies; and

•

Assets acquired related to the June 22, 2011 acquisition of three cemeteries and four funeral homes from SCI Missouri (see Note 13). According to the terms of the agreement, SCI Missouri was required to liquidate the holdings of the related trusts upon closing and forward the proceeds to us as soon as practicable. As of June 30, 2011, we had not as of yet received these amounts. Accordingly, these assets are shown in a single line item in the disclosures below as “Assets acquired via acquisition” and the cost basis and fair value of such assets are based upon preliminary estimates that the Company is required to make in accordance with Accounting Topic 805.

All of these investments are classified as Available for Sale as defined by the Investments in Debt and Equity topic of the Accounting Standards Codification (ASC). Accordingly, all of the assets are carried at fair value. All of these investments are considered to be either Level 1 or Level 2 assets as defined by the Fair Value Measurements and Disclosures topic of the ASC. At June 30, 2011, approximately 94.4% of these assets were Level 1 investments while approximately 5.6% were Level 2 assets. There were no Level 3 assets.

The merchandise trusts are variable interest entities (VIE) for which the Company is the primary beneficiary. The assets held in the merchandise trusts are required to be used to purchase the merchandise to which they relate. If the value of these assets falls below the cost of purchasing such merchandise, the Company may be required to fund this shortfall.

The Company has included $6.7 million and $6.4 million of investments held in trust by the West Virginia Funeral Directors Association at June 30, 2011 and December 31, 2010, respectively, in its merchandise trust assets. As required by law, the Company deposits a portion of certain funeral merchandise sales in West Virginia into a trust that is held by the West Virginia Funeral Directors Association. These trusts are recorded at their account value, which approximates fair value.

The cost and market value associated with the assets held in merchandise trusts at June 30, 2011 and December 31, 2010 were as follows:


As of June 30, 2011	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)

Short-term investments	$	25,748	$	—	$	—		$	25,748
Fixed maturities:
U.S. Government and federal agency		—		—		—			—
U.S. State and local government agency		23		—		—			23
Corporate debt securities		10,357		42		(181	)		10,218
Other debt securities		2,461		—		—			2,461

Total fixed maturities		12,841		42		(181	)		12,702


Mutual funds - debt securities		67,590		2,280		(504	)		69,366
Mutual funds - equity securities		140,473		3,582		(3,434	)		140,621

Equity securities		65,361		4,946		(1,307	)		69,000
Other invested assets		6,287		—		(907	)		5,380

Total managed investments	$	318,300	$	10,850	$	(6,333	)	$	322,817


Assets acquired via acquisition		2,622		—		—			2,622
West Virginia Trust Receivable		6,678		—		—			6,678

Total	$	327,600	$	10,850	$	(6,333	)	$	332,117


As of December 31, 2010	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)

Short-term investments	$	40,723	$	—	$	—		$	40,723
Fixed maturities:
U.S. Government and federal agency		—		—		—			—
U.S. State and local government agency		23		—		—			23
Corporate debt securities		9,973		119		(152	)		9,940
Other debt securities		1,503		35		—			1,538

Total fixed maturities		11,499		154		(152	)		11,501


Mutual funds - debt securities		49,717		3,087		(286	)		52,518
Mutual funds - equity securities		124,177		6,444		(3,956	)		126,665

Equity securities		69,462		6,708		(909	)		75,261
Other invested assets		4,991		217		—			5,208

Total managed investments	$	300,569	$	16,610	$	(5,303	)	$	311,876


West Virginia Trust Receivable		6,442		—		—			6,442

Total	$	307,011	$	16,610	$	(5,303	)	$	318,318

The contractual maturities of debt securities as of June 30, 2011 are as follows:


As of June 30, 2011	Less than 1 year		1 year through 5 years		6 years through 10 years		More than 10 years
	(in thousands)

U.S. Government and federal agency	$	—	$	—	$	—	$	—
U.S. State and local government agency		23		—		—		—
Corporate debt securities		—		9,209		1,009		—
Other debt securities		2,461		—		—		—

Total fixed maturities	$	2,484	$	9,209	$	1,009	$	—

An aging of unrealized losses on the Company’s investments in fixed maturities and equity securities at June 30, 2011 and December 31, 2010 is presented below:


	Less than 12 months				12 Months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
As of June 30, 2011	Value		Losses		Value		Losses		Value		Losses
	(in thousands)

Fixed maturities:
U.S. Government and federal agency	$	—	$	—	$	—	$	—	$	—	$	—
U.S. State and local government agency		—		—		—		—		—		—
Corporate debt securities		7,595		153		319		28		7,914		181
Other debt securities		—		—		—		—		—		—

Total fixed maturities		7,595		153		319		28		7,914		181


Mutual funds - debt securities		39,267		261		1,979		243		41,246		504
Mutual funds - equity securities		—		—		59,503		3,434		59,503		3,434

Equity securities		12,467		754		4,698		553		17,165		1,307
Other invested assets		1,909		907		—		—		1,909		907

Total	$	61,238	$	2,075	$	66,499	$	4,258	$	127,737	$	6,333


	Less than 12 months				12 Months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
As of December 31, 2010	Value		Losses		Value		Losses		Value		Losses
	(in thousands)

Fixed maturities:
U.S. Government and federal agency	$	—	$	—	$	—	$	—	$	—	$	—
U.S. State and local government agency		—		—		—		—		—		—
Corporate debt securities		4,887		95		813		57		5,700		152
Other debt securities		—		—		—		—		—		—

Total fixed maturities		4,887		95		813		57		5,700		152


Mutual funds - debt securites		1,619		11		2,331		275		3,950		286
Mutual funds - equity securites		364		48		56,316		3,908		56,680		3,956

Equity securities		5,227		129		7,817		780		13,044		909

Total	$	12,097	$	283	$	67,277	$	5,020	$	79,374	$	5,303

A reconciliation of the Company’s merchandise trust activities for the six months ended June 30, 2011 is presented below:


Fair Value @ 12/31/2010	Contributions		Distributions			Interest/ Dividends		Capital Gain Distributions		Realized Gain/ Loss		Taxes			Fees			Unrealized Change in Fair Value			Fair Value @ 6/30/2011
(in thousands)
$318,318		28,361		(17,628	)		5,146		7,163		15		(1,203	)		(1,265	)		(6,790	)	$	332,117

The Company made net deposits into the trusts of approximately $10.7 million during the six months ended June 30, 2011. During the six months ended June 30, 2011, purchases and sales of securities available for sale included in trust investments were approximately $195.4 million and $186.0 million, respectively. Contributions included $3.5 million of assets that were acquired through acquisitions during the six months ended June 30, 2011.

Other-than-temporary Impairments of Trust Assets

During the three and six months ended June 30, 2011, the Company determined that there was a single security with an aggregate cost basis of approximately $0.2 million and an aggregate fair value of approximately $0.1 million, resulting in an impairment of $0.1 million, wherein such impairment was considered to be other-than-temporary. Accordingly, the Company adjusted the cost basis of this asset to its current value and offset this change against deferred revenue. This reduction in deferred revenue will be reflected in earnings in future periods as the underlying merchandise is delivered or the underlying service is performed.

During the three and six months ended June 30, 2010, the Company determined that there was a single security with an aggregate cost basis of approximately $0.3 million and an aggregate fair value of less than $0.1 million, resulting in an impairment of approximately $0.2 million, wherein such impairment is considered to be other-than-temporary. Accordingly, the Company has adjusted the cost basis of this asset to its current value and offset this change against deferred revenue. This reduction in deferred revenue will be reflected in earnings in future periods as the underlying merchandise is delivered or the underlying service is performed.

6.	PERPETUAL CARE TRUSTS

At June 30, 2011, the Company’s perpetual care trusts consisted of the following types of assets:

•

Money Market Funds that invest in low risk short term securities;

•

Publicly traded mutual funds that invest in underlying debt securities;

•

Publicly traded mutual funds that invest in underlying equity securities;

•

Equity investments that are currently paying dividends or distributions. These investments include REIT’s, Master Limited Partnerships, and global equity securities;

•

Fixed maturity debt securities issued by various corporate entities;

•

Fixed maturity debt securities issued by the U.S. Government and U.S. Government agencies;

•

Fixed maturity debt securities issued by U.S. states and local agencies; and

•

All of these investments are classified as Available for Sale as defined by the Investments in Debt and Equity topic of the ASC. Accordingly, all of the assets are carried at fair value. All of these investments are considered to be either Level 1 or Level 2 assets as defined by the Fair Value Measurements and Disclosures topic of the ASC. At June 30, 2011, approximately 90.7% of these assets were Level 1 investments while approximately 9.3% were Level 2 assets. There were no Level 3 assets.

The cost and market value associated with the assets held in perpetual care trusts at June 30, 2011 and December 31, 2010 were as follows:


As of June 30, 2011	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)

Short-term investments	$	14,583	$	—	$	—		$	14,583
Fixed maturities:
U.S. Government and federal agency		515		98		—			613
U.S. State and local government agency		67		81		—			148
Corporate debt securities		22,883		311		(291	)		22,903
Other debt securities		371		—		—			371

Total fixed maturities		23,836		490		(291	)		24,035


Mutual funds - debt securities		60,163		2,556		(343	)		62,376
Mutual funds - equity securities		104,174		4,487		(1,619	)		107,042

Equity Securities		37,859		8,459		(45	)		46,273
Other invested assets		111		34		—			145

Total managed investments	$	240,726	$	16,026	$	(2,298	)	$	254,454


Assets acquired via acquisition		1,195		—		—			1,195

Total	$	241,921	$	16,026	$	(2,298	)	$	255,649


As of December 31, 2010	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
Short-term investments	$	20,583	$	—	$	—		$	20,583
Fixed maturities:
U.S. Government and federal agency		515		85		—			600
U.S. State and local government agency		67		81		—			148
Corporate debt securities		22,047		879		(234	)		22,692
Other debt securities		509		—		(1	)		508

Total fixed maturities		23,138		1,045		(235	)		23,948


Mutual funds - debt securities		52,809		2,865		(525	)		55,149
Mutual funds - equity securities		88,871		5,787		(2,878	)		91,780

Equity Securities		48,054		9,379		(181	)		57,252
Other invested assets		887		91		—			978

Total	$	234,342	$	19,167	$	(3,819	)	$	249,690

The contractual maturities of debt securities as of June 30, 2011 are as follows:


As of June 30, 2011	Less than 1 year		1 year through 5 years		6 years through 10 years		More than 10 years
	(in thousands)

U.S. Government and federal agency	$	101	$	392	$	120	$	—
U.S. State and local government agency		148		—		—		—
Corporate debt securities		153		20,189		2,561		—
Other debt securities		371		—		—		—

Total fixed maturities	$	773	$	20,581	$	2,681	$	—

An aging of unrealized losses on the Company’s investments in fixed maturities and equity securities at June 30, 2011 and December 31, 2010 held in perpetual care trusts is presented below:


	Less than 12 months				12 Months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
As of June 30, 2011	Value		Losses		Value		Losses		Value		Losses
	(in thousands)

Fixed maturities:
U.S. Government and federal agency	$	—	$	—	$	—	$	—	$	—	$	—
U.S. State and local government agency		—		—		—		—		—		—
Corporate debt securities		14,905		288		219		3		15,124		291
Other debt securities		—		—		—		—		—		—

Total fixed maturities		14,905		288		219		3		15,124		291


Mutual funds - debt securities		2,837		118		1,340		225		4,177		343
Mutual funds - equity securities		—		—		49,817		1,619		49,817		1,619

Equity securities		1,545		41		483		4		2,028		45
Other invested assets		—		—		—		—		—		—

Total	$	19,287	$	447	$	51,859	$	1,851	$	71,146	$	2,298


	Less than 12 months				12 Months or more				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
As of December 31, 2010	Value		Losses		Value		Losses		Value		Losses
	(in thousands)

Fixed maturities:
U.S. Government and federal agency	$	—	$	—	$	—	$	—	$	—	$	—
U.S. State and local government agency		—		—		—		—		—		—
Corporate debt securities		9,195		145		1,196		89		10,391		234
Other debt securities		137		1		—		—		137		1

Total fixed maturities		9,332		146		1,196		89		10,528		235

Mutual funds - debt securities		1,444		127		2,702		398		4,146		525
Mutual funds - equity securities		—		—		45,268		2,878		45,268		2,878

Equity securities		1,695		107		3,102		74		4,797		181

Total	$	12,471	$	380	$	52,268	$	3,439	$	64,739	$	3,819

A reconciliation of the Company’s perpetual care trust activities for the six months ended June 30, 2011 is presented below:


Fair Value @ 12/31/2010	Contributions		Distributions			Interest/ Dividends		Capital Gain Distributions		Realized Gain/ Loss		Taxes			Fees			Unrealized Change in Fair Value			Fair Value @ 6/30/2011
(in thousands)
$249,690		5,262		(5,895	)		7,526		2,222		26		(604	)		(958	)		(1,620	)	$	255,649

The Company made net withdrawals out of the trusts of approximately $0.6 million during the six months ended June 30, 2011. During the six months ended June 30, 2011, purchases and sales of securities available for sale included in trust investments were approximately $104.7 million and $101.8 million, respectively. Contributions included $1.5 million of assets that were acquired through acquisitions during the six months ended June 30, 2011.

Other-than-temporary Impairments of Trust Assets

During the three and six months ended June 30, 2011, the Company determined that there was a single security with an aggregate cost basis of less than $0.1 million which was substantially impaired, and such impairment was considered to be other-than-temporary. Accordingly, the Company adjusted the cost basis of this asset to its current value and offset this change against the liability for perpetual care trust corpus.

During the three and six months ended June 30, 2010, the Company determined that there were no other than temporary impairments to the investment portfolio in the Perpetual Care Trusts due to credit losses.

7.	DERIVATIVE INSTRUMENTS

On November 24, 2009, the Company entered into an interest rate swap (the “First Interest Rate Swap”) wherein the Company agreed to pay the counterparty interest in the amount of three month LIBOR plus 888 basis points in consideration for the counterparties agreement to pay the Company a fixed rate of interest of 10.25% on a principal amount of $108.0 million. On December 4, 2009, the Company entered into an interest rate swap (the “Second Interest Rate Swap”, together with the First Interest Rate Swap, the “Interest Rate Swaps”) wherein the Company agreed to pay the counterparty interest in the amount of three month LIBOR plus 869 basis points in consideration for the counterparties agreement to pay the Company a fixed rate of interest of 10.25% on a principal amount of $27.0 million.

The Interest Rate Swaps did not qualify for hedge accounting. Accordingly, the fair value of the Interest Rate Swaps were reported on the Company’s balance sheet and periodic changes in the fair value of the Interest Rate Swaps were recorded in earnings. At June 30, 2010, the Company recorded an asset of approximately $0.6 million, which represents the fair value of the Interest Rate Swaps. The Company recorded a gain on the fair value of interest rate swaps of approximately $1.6 million and $3.2 million during the three and six months ended June 30, 2010, respectively. The Interest Rate Swaps were terminated in October of 2010.

8.	LONG-TERM DEBT

The Company had the following outstanding debt:


	As of
	June 30, 2011		December 31, 2010
	(in thousands)

Insurance premium financing	$	227	$	215
Vehicle financing		1,259		1,365
Acquisition Credit Facility, due January 2016		—		15,000
Revolving Credit Facility, due January 2016		8,000		18,500
Note payable - Greenlawn acquisition		1,400		1,400
Note payable - Nelms acquisition (net of discount)		787		866
Note payable - Acquisition non-competes		1,494		1,646
10.25% Senior Notes, due 2017		150,000		150,000
Class B Senior Secured Notes, due 2012 (interest rate-12.50%)		—		17,500
Class C Senior Secured Notes, due 2012 (interest rate-12.50%)		—		17,500

Total		163,167		223,992
Less current portion		1,511		1,386
Less unamortized bond discount		3,414		3,598

Long-term portion	$	158,242	$	219,008

This note includes a summary of material terms of the Company’s senior notes, senior secured notes, credit facilities and other debt obligations. For a more detailed description of the Company’s long-term debt agreements, see the Company’s 2010 Form 10-K.

10.25% Senior Notes due 2017

Purchase Agreement

On November 18, 2009, the Company entered into a Purchase Agreement (the “Purchase Agreement”) by and among StoneMor Operating LLC (the “Operating Company”), Cornerstone Family Services of West Virginia Subsidiary, Inc. (“CFS West Virginia”), Osiris Holding of Maryland Subsidiary, Inc. (“Osiris”), the Partnership, the subsidiary guarantors named in the Purchase Agreement (together with the Company, the “Note Guarantors”) and Bank of America Securities LLC (“BAS”),

acting on behalf of itself and as the representative for the other initial purchasers named in the Purchase Agreement (collectively, the “Initial Purchasers”). Pursuant to the Purchase Agreement, the Operating Company, CFS West Virginia and Osiris (collectively, the “Issuers”), each the Company’s wholly-owned subsidiary, as joint and several obligors, agreed to sell to the Initial Purchasers $150.0 million aggregate principal amount of 10.25% Senior Notes due 2017 (the “Senior Notes”), with an original issue discount of approximately $4.0 million, in a private placement exempt from the registration requirements under the Securities Act, for resale by the Initial Purchasers (i) to qualified institutional buyers pursuant to Rule 144A under the Securities Act or (ii) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act (the “Notes Offering”). The Notes Offering closed on November 24, 2009.

Indenture

On November 24, 2009, the Issuers, the Company, and the other Note Guarantors entered into an indenture (the “Indenture”), among the Issuers, the Company, the other Note Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”) governing the Senior Notes.

The Issuers pay 10.25% interest per annum on the principal amount of the Senior Notes, payable in cash semi-annually in arrears on June 1 and December 1 of each year, starting on June 1, 2010. The Senior Notes mature on December 1, 2017.

The Indenture requires the Company, the Issuers and/or the Note Guarantors, as applicable, to comply with various covenants including, but not limited to, covenants that, subject to certain exceptions, limit the Company’s and its subsidiaries’ ability to (i) incur additional indebtedness; (ii) make certain dividends, distributions, redemptions or investments; (iii) enter into certain transactions with affiliates; (iv) create, incur, assume or permit to exist certain liens against their assets; (v) make certain sales of their assets; and (vi) engage in certain mergers, consolidations or sales of all or substantially all of their assets. The Indenture also contains various affirmative covenants regarding, among other things, delivery of certain reports filed with the SEC and materials required pursuant to Rule 144A under the Securities Act to holders of the Senior Notes and joinder of future subsidiaries as Note Guarantors under the Indenture. The Company was in compliance with all financial covenants at June 30, 2011.

Note Purchase Agreement

On August 15, 2007, the Company entered into, along with the General Partner and certain of the Company’s subsidiaries, (collectively, the “Note Issuers”) the Amended and Restated Note Purchase Agreement (the “NPA”) with Prudential Investment Management Inc., The Prudential Insurance Company of America, Prudential Retirement Insurance and Annuity Company, certain affiliates of Prudential Investment Management Inc., iStar Financial Inc., SFT I, Inc., and certain affiliates of iStar Financial Inc. (collectively, the “Note Purchasers”). The NPA was amended seven times prior to January 28, 2011 to amend borrowing levels, interest rates and covenants. Capitalized terms which are not defined in the following description shall have the meaning assigned to such terms in the NPA, as amended.

On January 28, 2011, and in connection with the Company’s February 2011 follow on public offering of common units, the Company entered into the Eighth Amendment to the Amended and Restated Credit Agreement. This amendment included the Lenders’ consent to the use of a portion of the proceeds from the public offering of common units to redeem in full the outstanding $17.5 million of 12.5% Series B and $17.5 million of 12.5% Series C Senior Secured Notes due August 2012 and to pay an aggregate make-whole premium of $4.0 million related thereto, which represented the Company’s final obligations outstanding under the NPA. The make-whole premium has been classified as early extinguishment of debt on the unaudited condensed consolidated statement of operations.

Acquisition Credit Facility and Revolving Credit Facility

On April 29, 2011, the Company entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”) among the Operating Company as the Borrower, each of the subsidiaries of the Operating Company as additional Borrowers, the General Partner and the Company as Guarantors, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The terms of the Credit Agreement are substantially the same as the terms of the prior agreement which was entered into on August 15, 2007 and amended eight times prior to entering into the Credit Agreement. The primary purpose of entering into the Credit Agreement was to consolidate the amendments to the prior agreement and to update outdated references. The current terms of the Credit Agreement are set forth below. Capitalized terms which are not defined in the following description shall have the meaning assigned to such terms in the Credit Agreement.

The Credit Agreement provides for both an acquisition credit facility (the “Acquisition Credit Facility”) of $65.0 million and a revolving credit facility (the “Revolving Credit Facility” and, together with the Acquisition Credit Facility, the “Credit Facility”) of $55.0 million. Amounts borrowed may be either Base Rate Loans or Eurodollar Rate Loans and once repaid or prepaid, amounts under the Acquisition Credit Facility may not be reborrowed. Depending on the type of loan, borrowings bear interest at the Base Rate or Eurodollar Rate, plus applicable margins ranging from 1.75% to 2.75% and 2.75% to 3.75%, respectively, depending on the Company’s Consolidated Leverage Ratio. The Base Rate is the highest of the Prime Rate, the Federal Funds Rate plus 0.50%, or the Eurodollar Rate plus 1.0%. The Eurodollar Rate is:

•

with respect to a Eurodollar Rate Loan, the higher of the British Bankers Association LIBOR Rate or 2.0%; and

•

with respect to a Base Rate Loan, the British Bankers Association LIBOR Rate.

The maturity date of the Credit Facility is January 29, 2016. The Company’s maximum Consolidated Leverage Ratio, which is the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA, is 3.65 to 1.0 for all Measurement Periods ending after December 31, 2010. In addition, the Company will not be permitted to have Maintenance Capital Expenditures, as defined in the Credit Agreement, for any Measurement Period ending in 2011, 2012 and 2013 exceeding $4.6 million, $5.2 million and $5.8 million, respectively, or $6.5 million for any Measurement Period ending in 2014 or thereafter. The Company will also not permit:

•

Consolidated EBITDA for any Measurement Period to be less than the sum of (i) $52 million plus (ii) 80% of the aggregate of all Consolidated EBITDA for each Permitted Acquisition completed after February 9, 2011; or

•

Consolidated Fixed Charge Coverage Ratio to be less than 1.15x for any Measurement Period ending in 2011, or 1.20x for any Measurement Period thereafter.

On August 4, 2011, the Company entered into the First Amendment to the Credit Agreement (the “First Amendment”) to provide that the Company may not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.08x for any Measurement Period ending in the second and third fiscal quarters of 2011, 1.15x for any Measurement Period ending in the fourth quarter of 2011, or 1.20x thereafter. This amendment was effective on a retroactive basis to June 30, 2011.

The Credit Agreement requires the Borrowers to pay an unused commitment fee, which is calculated based on the amount by which the commitments under the Credit Agreement exceed the usage of such commitments. The Commitment Fee Rate ranges from 0.5% to 0.75% depending on the Company’s Consolidated Leverage Ratio.

The Credit Agreement contains restrictive covenants that, among other things, prohibit distributions upon defined events of default, restrict investments and sales of assets and require the Company to maintain certain financial covenants, including specified financial ratios. A material decrease in revenues could cause the Company to breach certain of its financial covenants, such as the Consolidated Leverage Ratio, Consolidated Fixed Charge Coverage Ratio and the Consolidated EBITDA covenant, under the Credit Agreement. Any such breach could allow the Lenders to accelerate (or create cross-default under) the Company’s debt which would have a material adverse effect on the Company’s business, financial condition or results of operations. As of June 30, 2011, after giving effect to the First Amendment, the Company was in compliance with all applicable financial covenants.

The proceeds of the Acquisition Credit Facility may be used by the Borrowers to finance (i) Permitted Acquisitions, and (ii) the purchase and construction of mausoleums. The proceeds of the Revolving Credit Facility and Swing Line Loans may be utilized to finance working capital requirements, Capital Expenditures and for other general corporate purposes. The Borrowers’ obligations under the Credit Agreement are guaranteed by both the Partnership and StoneMor GP LLC.

The Borrowers’ obligations under the Credit Facility are secured by a first priority lien and security interest in substantially all of the Borrowers’ assets, whether then owned or thereafter acquired, excluding: (i) trust accounts, certain proceeds required by law to be placed into such trust accounts and funds held in trust accounts; (ii) the General Partner’s interest in the Partnership, the incentive distribution rights under the Partnership’s partnership agreement and the deposit accounts of the General Partner into which distributions are received; (iii) Equipment subject to a purchase money security interest or equipment lease permitted under the Credit Agreement and certain other contract rights under which contractual, legal or other restrictions on assignment would prohibit the creation of a security interest or such creation of a security interest would result in a default thereunder.

Events of Default under the Credit Agreement include, but are not limited to, the following:

•

non-payment of any principal, interest or other amounts due under the Credit Agreement or any other Credit Document;

•

failure to observe or perform any covenants related to: (i) the delivery of financial statements, compliance certificates, reports and other information; (ii) providing prompt notice of Defaults and other events; (iii) the preservation of the legal existence and good standing of each Borrower and Guarantor; (iv) the ability of the Administrative Agent and each Lender to visit and inspect properties, examine books and records, and discuss financial and business affairs with directors, officers and independent public accountants of each Borrower and Guarantor; (v) restrictions on the use of proceeds; (vi) guarantees by new Subsidiaries; (vii) the maintenance of corporate formalities for each Borrower and Guarantor; (viii) the maintenance of Trust Accounts and Trust Funds; and (ix) any of the negative covenants contained in the Credit Agreement;

•

failure to observe or perform any other covenant, if uncured 30 days after notice thereof is provided by the Administrative Agent or Lenders;

•

any default under any other Indebtedness of the Borrowers or Guarantors;

•

any insolvency proceedings by a Borrower or Guarantor;

•

the insolvency of any Borrower or Guarantor, or a writ of attachment or execution or similar process issuing or being levied against any material part of the property of a Borrower or Guarantor; and

•

any Change in Control.

9.	INCOME TAXES

As of June 30, 2011, the Company’s taxable corporate subsidiaries had a federal net operating loss carryover of approximately $124.9 million, which will begin to expire in 2019 and $170.4 million in state net operating losses which begin to expire this year.

The Partnership is not a taxable entity for federal and state income tax purposes; rather, the Partnership’s tax attributes (except those of its corporate subsidiaries) are to be included in the individual tax returns of its partners. Neither the Partnership’s financial reporting income, nor the cash distributions to unit-holders, can be used as a substitute for the detailed tax calculations that the Partnership must perform annually for its partners. Net income from the Partnership is not treated as “passive income” for federal income tax purposes. As a result, partners subject to the passive activity loss rules are not permitted to offset income from the Partnership with passive losses from other sources.

The Partnership’s corporate subsidiaries account for their income taxes under the asset and liability method. 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 operating loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The provision for income taxes for the three and six months ended June 30, 2011 and 2010 is based upon the estimated annual effective tax rates expected to be applicable to the Company for 2011 and 2010, respectively. The Company’s effective tax rate differs from its statutory tax rate primarily because the Company’s legal entity structure includes different tax filing entities, including a significant number of partnerships that are not subject to paying tax.

The Company is not currently under examination by any state jurisdictions. The federal statute of limitations and certain state statutes of limitations are open from 2007 forward. Management believes that the accrual for tax liabilities is adequate for all open years. This assessment relies on estimates and assumptions and may involve a series of complex judgments about future events. On the basis of present information, it is the opinion of the Company’s management that there are no pending assessments that will result in a material effect on the Company’s unaudited condensed consolidated financial statements over the next twelve months.

The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and any penalties in operating expenses. The Company has not recorded any material interest or penalties during the three and six months ended June 30, 2011 or 2010. During the three months ended June 30, 2011, the Company recorded an income tax benefit of approximately $0.9 million related to the reversal of uncertain tax positions for which the statute of limitations had expired.

10.	DEFERRED CEMETERY REVENUES, NET

At June 30, 2011 and December 31, 2010, deferred cemetery revenues, net, consisted of the following:


	As of
	June 30, 2011			December 31, 2010
	(in thousands)

Deferred cemetery revenue	$	288,724		$	266,754
Deferred merchandise trust revenue		42,287			28,999
Deferred merchandise trust unrealized gains		4,517			11,307
Deferred pre-acquisition margin		117,940			117,309
Deferred cost of goods sold		(40,440	)		(37,904	)

Deferred cemetery revenues, net	$	413,028		$	386,465


Deferred selling and obtaining costs	$	64,685		$	59,422

Deferred selling and obtaining costs are carried as an asset on the unaudited condensed consolidated balance sheet in accordance with the Financial Services – Insurance topic of the ASC.

11.	COMMITMENTS AND CONTINGENCIES

Legal

The Company is party to 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 effect on the Company’s financial position, results of operations or liquidity.

Leases

At June 30, 2011, the Company was committed to operating lease payments for premises, automobiles and office equipment under various operating leases with initial terms ranging from one to five years and options to renew at varying terms. Expenses under operating leases were $0.5 million and $1.1 million for the three and six months ended June 30, 2011, respectively, and $0.5 million and $1.0 million for the three and six months ended 2010, respectively.

At June 30, 2011, operating leases will result in future payments in the following approximate amounts:


	(in thousands)
2012	$	1,612
2013		1,463
2014		915
2015		655
2016		647
Thereafter		1,868

Total	$	7,160

12.

PARTNERS’ CAPITAL

Unit-Based Compensation

The Company has issued to certain key employees and management unit-based compensation in the form of unit appreciation rights and phantom partnership units.

Compensation expense recognized related to unit appreciation rights and restricted phantom unit awards for the three and six months ended June 30, 2011 and 2010 are summarized in the table below:


	Three months ended June 30,				Six months ended June 30,
	2011		2010		2011		2010
	(in thousands)				(in thousands)

Unit appreciation rights	$	119	$	121	$	239	$	242
Restricted phantom units		72		56		142		111


Total unit-based compensation expense	$	191	$	177	$	381	$	353

As of June 30, 2011, there was approximately $1.2 million in non-vested unit appreciation rights outstanding. These unit appreciation rights will be expensed through the first quarter of 2013.

On February 9, 2011, the Company completed a follow on public offering of 3,756,155 common units, including an option to purchase up to 731,155 common units to cover over-allotments which was exercised in full by the underwriters, at a price of $29.25 per unit, representing a 19.4% interest in the Company. Total gross proceeds from these transactions were approximately $109.9 million, before offering costs and underwriting discounts. Net proceeds of the offering, including the related capital contribution of the General Partner, after deducting underwriting discounts and offering expenses, were approximately $105.5 million. As part of this transaction, selling unitholders also sold 1,849,366 common units. The Company did not receive any of the proceeds generated by the sale of any units held by the selling unitholders.

On June 22, 2011, the Company issued 9,852 units in connection with an acquisition consummated in the second quarter of 2010. See Note 13.

13.

ACQUISITIONS

First Quarter 2011 Acquisition

On January 5, 2011, the Operating Company, StoneMor North Carolina LLC, a North Carolina limited liability company and StoneMor North Carolina Subsidiary LLC, a North Carolina limited liability company, each a wholly-owned subsidiary of the Company (collectively the “Buyer”), entered into an Asset Purchase and Sale Agreement (the “1st Quarter Purchase Agreement”) with Heritage Family Services, Inc., a North Carolina corporation and an individual (collectively the “Seller”).

Pursuant to the 1st Quarter Purchase Agreement, the Buyer acquired three cemeteries in North Carolina, including certain related assets, and assumed certain related liabilities. In consideration for the net assets acquired, the Buyer paid the Seller $1.7 million in cash.

The table below reflects the Company’s preliminary assessment of the fair value of net assets acquired, the purchase price and the resulting goodwill that was made in the first quarter of the year. These amounts will be retrospectively adjusted as additional information is received.


	Preliminary Assessment
	(in thousands)

Assets:
Accounts receivable	$	97
Cemetery property		1,710
Merchandise trusts, restricted, at fair value		880
Perpetual care trusts, restricted, at fair value		344
Property and equipment		332
Other assets		100

Total assets		3,463


Liabilities:
Deferred margin		795
Merchandise liabilities		734
Perpetual care trust corpus		344


Total liabilities		1,873


Fair value of net assets acquired		1,590


Consideration paid		1,700


Goodwill from purchase	$	110

Second Quarter 2011 Acquisition

On June 22, 2011, the Operating Company, StoneMor Missouri LLC, a Missouri limited liability company and StoneMor Missouri Subsidiary LLC, a Missouri limited liability company, each a wholly-owned subsidiary of the Company (collectively the “Buyer”), entered into an Asset Purchase and Sale Agreement (the “2nd Quarter Purchase Agreement”) with SCI International, LLC, a Delaware limited liability company and Keystone America, Inc., a Delaware corporation (collectively the “Seller” or “SCI Missouri”).

Pursuant to the 2nd Quarter Purchase Agreement, the Buyer acquired three cemeteries and four funeral homes in Missouri, including certain related assets, and assumed certain related liabilities. In consideration for the net assets acquired, the Buyer paid the Seller $2.15 million in cash.

The table below reflects the Company’s preliminary assessment of the fair value of net assets acquired, the purchase price and the resulting goodwill recorded during the second quarter of the year. These amounts will be retrospectively adjusted as additional information is received.


	Preliminary Assessment
	(in thousands)

Assets:
Accounts receivable	$	104
Cemetery property		880
Merchandise trusts, restricted, at fair value		2,622
Perpetual care trusts, restricted, at fair value		1,195
Property and equipment		1,783

Total assets		6,584

Liabilities:
Deferred margin		1,420
Merchandise liabilities		1,701
Perpetual care trust corpus		1,195
Deferred income tax liability, net		400


Total liabilities		4,716


Fair value of net assets acquired		1,868


Consideration paid		2,150


Goodwill from purchase	$	282

The results of operations related to the acquisitions made in 2011 are not material to the unaudited condensed consolidated financial statements taken as a whole.

First Quarter 2010 Acquisition

On March 30, 2010, the Operating Company, StoneMor Michigan LLC, a Michigan limited liability company (“Buyer LLC”) and StoneMor Michigan Subsidiary LLC, a Michigan limited liability company (“Buyer NQ Sub” and individually and collectively with StoneMor LLC and Buyer LLC, “Buyer”), each a wholly-owned subsidiary of StoneMor Partners L.P. (the “Company”), entered into an Asset Purchase and Sale Agreement (the “Purchase Agreement”) with SCI Funeral Services, LLC, an Iowa limited liability company (“Parent”), SCI Michigan Funeral Services, Inc., a Michigan corporation (“SCI Michigan”, and together with Parent, “SCI”), Hillcrest Memorial Company, a Delaware corporation (“Hillcrest”), Christian Memorial Cultural Center, Inc., a Michigan corporation (“Christian”), Sunrise Memorial Gardens Cemetery, Inc., a Michigan corporation (“Sunrise”), and Flint Memorial Park Association, a Michigan corporation (“Flint” and individually and collectively with Sunrise, Hillcrest and Christian, “Seller”).

In connection with the Purchase Agreement, on March 30, 2010, StoneMor LLC and Plymouth Warehouse Facilities LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Plymouth” and individually and collectively with StoneMor LLC, “Warehouse Buyer”), entered into an Asset Purchase and Sale Agreement (the “Warehouse Purchase Agreement”) with SCI, Hillcrest, Sunrise, Flint, Buyer NQ Sub and Buyer LLC.

Pursuant to the Purchase Agreement, Buyer acquired nine cemeteries in Michigan, including certain related assets (the “Acquired Assets”), and assumed certain related liabilities (the “Assumed Liabilities”). In consideration for the transfer of the Acquired Assets and in addition to the assumption of the Assumed Liabilities, Buyer paid Seller approximately $14.1 million (the “Closing Purchase Price”) in cash.

Pursuant to the Warehouse Purchase Agreement, Warehouse Buyer acquired one warehouse in Michigan from SCI, including certain related assets, and assumed certain related liabilities for $0.5 million in cash, which was deemed part of the $14.1 million consideration paid in connection with the Purchase Agreement.

The Purchase Agreement and Warehouse Purchase Agreement also include various representations, warranties, covenants, indemnification and other provisions which are customary for transactions of this nature.

In the fourth quarter of 2010, the Company obtained additional information regarding the fair value of the net assets acquired in the Purchase Agreement. This change to the provisional purchase price allocation resulted in a recast of amounts originally reported on Form 10-Q for the first quarter of 2010. The table below reflects the Company’s final assessment of these fair values and all amounts have been retrospectively adjusted.


	Final Assessment
	(in thousands)
Assets:

Cemetery property	$	33,761
Accounts receivable		2,651
Merchandise trusts, restricted, at fair value		48,027
Perpetual care trusts, restricted, at fair value		15,084
Property and equipment		5,768


Total assets		105,291


Liabilities:

Deferred margin		31,094
Merchandise liabilities		30,126
Deferred income tax liability, net		7,879
Perpetual care trust corpus		15,084


Total liabilities		84,183


Fair value of net assets acquired		21,108


Consideration paid		14,015


Gain on bargain purchase	$	7,093

Second Quarter 2010 Acquisition

On April 29, 2010, the Johnson County Circuit Court of Indiana entered the Order Approving Form of Amended and Restated Purchase Agreement and Authorizing Sale of Equity Interests and Assets (the “Indiana Order”). The Indiana Order, subject to certain conditions, permitted Lynette Gray, as receiver (the “Receiver”) of the business and assets of Ansure Mortuaries of Indiana, LLC (“Ansure”), Memory Gardens Management Corporation (“MGMC”), Forest Lawn Funeral Home Properties, LLC (“Forest Lawn”), Gardens of Memory Cemetery LLC (“Gardens of Memory”), Gill Funeral Home, LLC (“Gill”), Garden View Funeral Home, LLC (“Garden View”), Royal Oak Memorial Gardens of Ohio Ltd. (“Royal Oak”), Heritage Hills Memory Gardens of Ohio Ltd. (“Heritage”) and Robert E. Nelms (“Nelms” and collectively with Ansure, MGMC, Forest Lawn, Gardens of Memory, Gill, Garden View, Royal Oak and Heritage, the “Original Sellers”), to enter into and consummate an Amended and Restated Purchase Agreement (the “2nd Quarter Purchase Agreement”) with StoneMor Operating LLC, a Delaware limited liability company (“StoneMor LLC”), StoneMor Indiana LLC, an Indiana limited liability company (“StoneMor Indiana”), StoneMor Indiana Subsidiary LLC, an Indiana limited liability company (“StoneMor Subsidiary”) and Ohio Cemetery Holdings, Inc., an Ohio nonprofit corporation (“Ohio Nonprofit,” and collectively with

StoneMor LLC, StoneMor Indiana and StoneMor Subsidiary, the “Buyer”), each a wholly-owned subsidiary of the Company. Subject to the receipt of the Indiana Order, the Purchase Agreement was executed by the Buyer and the Receiver on April 2, 2010.

Effective June 21, 2010, certain subsidiaries of the Company entered into Amendment No. 1 to the 2nd Quarter Purchase Agreement (“Amendment No. 1”) by and among the Buyer, the Original Sellers, Robert Nelms, LLC (“Nelms LLC,” and collectively with the Original Sellers, the “Sellers”) and the Receiver, which amended the Purchase Agreement executed by the Buyer and the Receiver. Amendment No. 1 amended the 2nd Quarter Purchase Agreement by: adding certain parties to the Purchase Agreement; modifying certain representations and warranties made by the Original Sellers in the 2nd Quarter Purchase Agreement; and providing that the Buyer will assume certain additional liabilities such as the obligation to pay for all claims incurred under the health benefit plans of the Original Sellers on or before the closing of the transactions contemplated by the Purchase Agreement and Amendment No. 1, but which had not been reported on or prior to the closing.

Effective June 21, 2010, pursuant to the 2nd Quarter Purchase Agreement and Amendment No. 1, the Buyer acquired the stock (the “Stock”) of certain companies owned by Ansure (the “Acquired Companies”) and certain assets (the “Assets”) owned by Nelms, Nelms LLC, Gill, Gardens of Memory, Garden View, Forest Lawn, Heritage, Royal Oak and MGMC, resulting in the acquisition of 8 cemeteries and 5 funeral homes in Indiana, Michigan and Ohio (the “Acquisition”). The Buyer acquired the Stock and Assets, advanced moneys to pay for trust shortfalls of the cemeteries, paid certain liabilities of the Sellers, which were offset by funds held in a Smith Barney Account acquired by the Buyer in the transaction, and paid certain legal fees of the parties to the transaction and other acquisition costs, for a total consideration, including the offset by the funds held in the Smith Barney Account, of approximately $32.5 million. The Acquisition was financed, in part, by borrowing $22.5 million from the Company’s acquisition facility under the Amended and Restated Credit Agreement dated August 15, 2007 among StoneMor LLC, certain of its subsidiaries, the Company, StoneMor GP LLC, Bank of America, N.A., the other lenders party thereto, and Banc of America Securities LLC, as amended.

Settlement Agreement

In connection with the Acquisition, effective June 21, 2010, StoneMor LLC and StoneMor Indiana (collectively, “StoneMor”) and the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Chapel Hill Associates, Inc., d/b/a Chapel Hill Memorial Gardens of Grand Rapids, Chapel Hill Funeral Home, Inc., Covington Memorial Funeral Home, Inc., Covington Memorial Gardens, Inc., Forest Lawn Memorial Chapel Inc., Forest Lawn Memory Gardens Inc., Fred W. Meyer, Jr. by James R. Meyer as Special Administrator to the Estate of Fred W. Meyer, Jr. (the “F. Meyer Estate”), James R. Meyer (“J. Meyer”), Thomas E. Meyer (“T. Meyer”), Nancy J. Cade (“Cade,” and collectively with the F. Meyer Estate, J. Meyer, and T. Meyer, the “Meyer Family”) and F.T.J. Meyer Associates, LLC (“FTJ”).

Pursuant to the Settlement Agreement, StoneMor agreed to assume, pay and discharge a portion of Ansure’s and Forest Lawn’s obligations under: (i) certain notes issued by Ansure in favor of Fred W. Meyer, Jr., J. Meyer, T. Meyer, and Cade (collectively, the “Original Meyer Family”); and (ii) a note issued by Forest Lawn to FTJ, which was later assigned to the Original Meyer Family.

StoneMor agreed to assume approximately $7.1 million of Ansure’s and Forest Lawn’s obligations under the notes they issued, with the remaining principal, interest and fees due under such notes forgiven by the Meyer Family. In connection with the assumption of these obligations, at Closing, StoneMor issued promissory notes to each member of the Meyer Family (the “Closing Notes”) and additional promissory notes payable in installments to certain members of the Meyer Family (the “Installment Notes”). The Closing Notes were issued effective June 21, 2010 in the aggregate principal amount of approximately $5.8 million, were unsecured subordinated obligations of StoneMor, bore no interest and were payable on demand at the Closing. The Closing Notes were paid at closing by: (i) the issuance by the Company of 293,947 unregistered common units representing limited partnership interests of the Company (the “Units”) valued at approximately $5.6 million pursuant to the terms of the Settlement Agreement; and (ii) a cash payment of approximately $0.2 million.

The Installment Notes were issued effective June 21, 2010 and mature April 1, 2014. The Installment Notes are to be paid over a 4 year period and do not have a stated rate of interest. The Company has recorded the Installment Notes at their fair market value of approximately $2.6 million. The face amounts of the Installment Notes were discounted approximately $0.7 million, and the discount will be amortized to interest expense over the life of the Installment Notes. The Installment Notes bear 10.25% interest per annum on the portion of the outstanding balance after the maturity date or while there exists any uncured event of default or the exercise by the Company of any remedies following the occurrence and during the continuance of any event of default. In addition, if StoneMor voluntarily files for bankruptcy or is involved in an involuntary bankruptcy proceeding, the entire principal balance of the Installment Notes will automatically become due and payable.

J. Meyer, T. Meyer and Cade each entered into an Amended and Restated Agreement-Not-To-Compete with StoneMor, which amended the non-compete agreements each previously entered into with Ansure. In consideration for entering into an Amended and Restated Agreement-Not-To-Compete, StoneMor agreed to pay an aggregate of approximately $2.3 million to J. Meyer, T. Meyer, and Cade, with approximately $0.3 million paid at Closing, and the remainder to be paid in installments over 4 years.

The Settlement Agreement also provides that, if the annual distributions paid by the Company to its unitholders are less than $2.20, StoneMor will pay additional cash consideration to the Meyer Family annually for four years pursuant to a formula contained in the Settlement Agreement. StoneMor may also pay up to approximately $2.4 million to the Meyer Family from the proceeds of the Misappropriation Claims, subject to certain minimum thresholds before payments are required.

In addition, StoneMor provided an assignment from the Receiver to the Meyer Family of the Eminent Domain Claim, as defined in the Settlement Agreement, and the proceeds thereto, at closing. The Meyer Family agreed to assign its rights under the Fraud Claims, as defined in the Settlement Agreement, to StoneMor.

All obligations of StoneMor, the Company, and the Acquired Companies under the Settlement Agreement and other transaction documents are subordinate and junior to the obligations of StoneMor, the Company, and the Acquired Companies under any Senior Debt, as defined in the Settlement Agreement.

The Settlement Agreement also includes various representations, warranties, covenants, mutual releases, indemnification and other provisions, which are customary for a transaction of this nature.

Unregistered Sale of Securities

In connection with the Acquisition, StoneMor GP LLC, the general partner of the Company (“StoneMor GP”), entered into a Non-Competition Agreement (“Non-Competition Agreement”) dated as of June 21, 2010 with Ronald P. Robertson, pursuant to which Mr. Robertson agreed not to compete with StoneMor GP and the companies under its management and control. In consideration for Mr. Robertson’s covenant not to compete and as a partial payment of the Closing Notes to the Meyer Family pursuant to the Settlement Agreement, effective June 21, 2010, the Company issued 303,800 Units.

Pursuant to the Non-Competition Agreement, the Company is obligated to issue additional Units which were initially valued at a fair value of $0.5 million based on a unit price of $20.30 just prior to the date of acquisition. As a result, the Company issued 9,852 units in June of 2011, resulting in a charge to partners’ capital of approximately $0.3 million. The Company is also obligated to issue an additional 9,852 units and 4,926 units in June of 2012 and June of 2013, respectively.

The table below reflects the Company’s final assessment of the fair value of net assets received, the purchase price and the resulting goodwill from the purchase and displays the adjustment made from the adjusted values reported at December 31, 2010. The Company obtained additional information in the second quarter of 2011 and has retrospectively adjusted these preliminary values as noted below.


	Preliminary Assessment		Adjustments			Final Assessment
	(in thousands)
Assets:
Cemetery land	$	21,686	$	—		$	21,686
Cemetery and funeral home property		9,039		—			9,039
Accounts receivable		2,138		—			2,138
Merchandise trusts, restricted, at fair value		17,142		1,806			18,948
Perpetual care trusts, restricted, at fair value		3,349		733			4,082
Other assets		4,369		422			4,791


Total assets		57,723		2,961			60,684


Liabilities:

Deferred margin		15,939		—			15,939
Merchandise liabilities		15,543		—			15,543
Deferred income tax liability, net		9,426		302			9,728
Perpetual care trust corpus		3,349		733			4,082


Total liabilities		44,257		1,035			45,292


Fair value of net assets acquired		13,466		1,926			15,392


Paid at closing - purchase price		10,417		—			10,417

Paid at closing - units		5,785		110			5,895

Paid at closing - liabilities incurred	$	3,648	$	—		$	3,648


Goodwill from purchase	$	18,914	$	(1,816	)	$	17,098

Total purchase price		19,850		110			19,960
Paid at closing - trust underfunding		12,530		—			12,530
Total paid at closing		32,380		110			32,490

If the acquisitions from the first and second quarters of 2010 had been consummated on January 1, 2010, on a pro forma basis, for the three and six months ended June 30, 2010, consolidated revenues would have been $51.7 million and $96.9 million, respectively, consolidated net income (loss) would have been $(2.1) million and $3.2 million, respectively and net income per unit (basic and diluted) would not have changed.

The accounting for other acquisitions made in the third and fourth quarters of 2010 has still not been finalized and is subject to further adjustment during 2011. During the second quarter of 2011, the Company obtained additional information related to acquisitions made in the third and fourth quarters of 2010. These adjustments resulted in changes to amounts reported on the balance sheet at December 31, 2010 as follows; an increase to goodwill of $0.1 million, a decrease to long-term accounts receivable of $0.2 million and a decrease to deferred revenues of $0.1 million.

14.	SEGMENT INFORMATION

The Company is organized into five distinct reportable segments which are classified as Cemetery Operations – Southeast, Cemetery Operations – Northeast, Cemetery Operations – West, Funeral Homes, and Corporate.

The Company has chosen this level of organization of reportable segments due to the fact that a) each reportable segment has unique characteristics that set it apart from other segments; b) the Company has organized its management personnel at these operational levels; and c) it is the level at which the Company’s chief decision makers and other senior management evaluate performance.

The cemetery operations segments sell interment rights, caskets, burial vaults, cremation niches, markers and other cemetery related merchandise. The nature of the Company’s customers differs in each of our regionally based cemetery

operating segments. Cremation rates in the West region are substantially higher than they are in the Southeast region. Rates in the Northeast region tend to be somewhere between the two. Statistics indicate that customers who select cremation services have certain attributes that differ from customers who select other methods of interment. The disaggregation of cemetery operations into the three distinct regional segments is primarily due to these differences in customer attributes along with the previously mentioned management structure and senior management analysis methodologies.

The Company’s Funeral Homes segment offers a range of funeral-related services such as family consultation, the removal of and preparation of remains and the use of funeral home facilities for visitation. These services are distinctly different than the cemetery merchandise and services sold and provided by the cemetery operations segments.

The Company’s Corporate segment includes various home office selling and administrative expenses that are not allocable to the other operating segments.

Segment information as of and for the three and six months ended June 30, 2011 and 2010 is as follows:

As of and for the three months ended June 30, 2011:


	Cemeteries						Funeral Homes
	Southeast		Northeast		West		Funeral Homes		Corporate			Adjustment			Total
	(in thousands)
Revenues
Sales	$	21,223	$	8,565	$	12,931	$	—	$	1		$	(7,926	)	$	34,794
Service and other		7,820		5,618		6,256		—		—			(1,744	)		17,950
Funeral home		—		—		—		7,563		—			(200	)		7,363


Total revenues		29,043		14,183		19,187		7,563		1			(9,870	)		60,107


Costs and expenses
Cost of sales		4,354		1,715		2,062		—		—			(915	)		7,216
Cemetery		6,076		3,899		5,487		—		—			—			15,462
Selling		7,189		2,952		3,784		—		97			(1,835	)		12,187
General and administrative		3,292		1,493		2,246		—		—			—			7,031
Corporate overhead		—		—		—		—		5,986			—			5,986
Depreciation and amortization		427		230		733		169		483			—			2,042
Funeral home		—		—		—		5,698		—			—			5,698
Acquisition related costs		—		—		—		—		1,025			—			1,025

Total costs and expenses		21,338		10,289		14,312		5,867		7,591			(2,750	)		56,647

Operating profit	$	7,705	$	3,894	$	4,875	$	1,696	$	(7,590	)	$	(7,120	)	$	3,460


Total assets	$	435,317	$	287,396	$	382,303	$	51,945	$	32,089		$	—		$	1,189,050

Amortization of cemetery property	$	1,000	$	591	$	215	$	—	$	—		$	(231	)	$	1,575

Long lived asset additions	$	932	$	488	$	2,014	$	1,995	$	192		$	—		$	5,621

Goodwill	$	565	$	—	$	11,586	$	6,394	$	—		$	—		$	18,545

As of and for the six months ended June 30, 2011:


	Cemeteries						Funeral Homes
	Southeast		Northeast		West		Funeral Homes		Corporate			Adjustment			Total
	(in thousands)
Revenues
Sales	$	39,967	$	16,533	$	23,022	$	—	$	5		$	(20,203	)	$	59,324
Service and other		16,179		11,579		15,071		—		—			(7,510	)		35,319
Funeral home		—		—		—		15,044		—			(349	)		14,695


Total revenues		56,146		28,112		38,093		15,044		5			(28,062	)		109,338


Costs and expenses
Cost of sales		8,071		3,316		3,616		—		—			(2,794	)		12,209
Cemetery		11,027		6,969		9,552		—		—			—			27,548
Selling		13,605		5,770		6,716		—		678			(5,038	)		21,731
General and administrative		6,269		3,020		4,172		—		(3	)		—			13,458
Corporate overhead		—		—		—		—		11,944			—			11,944
Depreciation and amortization		758		444		1,241		567		1,478			—			4,488
Funeral home		—		—		—		11,007		—			—			11,007
Acquisition related costs		—		—		—		—		1,958			—			1,958

Total costs and expenses		39,730		19,519		25,297		11,574		16,055			(7,832	)		104,343

Operating profit	$	16,416	$	8,593	$	12,796	$	3,470	$	(16,050	)	$	(20,230	)	$	4,995


Total assets	$	435,317	$	287,396	$	382,303	$	51,945	$	32,089		$	—		$	1,189,050

Amortization of cemetery property	$	1,753	$	1,140	$	394	$	—	$	—		$	(329	)	$	2,958

Long lived asset additions	$	3,871	$	752	$	3,277	$	2,040	$	304		$	—		$	10,244

Goodwill	$	565	$	—	$	11,586	$	6,394	$	—		$	—		$	18,545

As of and for the three months ended June 30, 2010:


	Cemeteries						Funeral
	Southeast		Northeast		West		Homes		Corporate			Adjustment			Total
	(in thousands)
Revenues
Sales	$	20,770	$	8,812	$	9,344	$	—	$	—		$	(11,415	)	$	27,511
Service and other		7,830		6,439		4,363		—		(57	)		(3,122	)		15,453
Funeral home		—		—		—		5,922		—			(149	)		5,773


Total revenues		28,600		15,251		13,707		5,922		(57	)		(14,686	)		48,737


Costs and expenses
Cost of sales		4,230		1,728		1,517		—		—			(2,150	)		5,325
Cemetery		5,412		3,495		3,181		—		—			(2	)		12,086
Selling		6,360		2,792		2,663		—		259			(2,607	)		9,467
General and administrative		3,080		1,478		1,616		—		(13	)		—			6,161
Corporate overhead		—		—		—		—		5,605			—			5,605
Depreciation and amortization		373		190		182		45		1,139			—			1,929
Funeral home		—		—		—		4,642		—			—			4,642
Acquisition related costs		—		—		—		—		1,666			—			1,666

Total costs and expenses		19,455		9,683		9,159		4,687		8,656			(4,759	)		46,881


Operating profit	$	9,145	$	5,568	$	4,548	$	1,235	$	(8,713	)	$	(9,927	)	$	1,856


Total assets	$	392,541	$	260,035	$	328,719	$	48,268	$	32,192		$	—		$	1,061,755

Amortization of cemetery property	$	795	$	560	$	174	$	—	$	—		$	(213	)	$	1,316
Long lived asset additions	$	1,937	$	470	$	23,043	$	7,804	$	124		$	—		$	33,378
Goodwill	$	456	$	—	$	11,304	$	5,818	$	—		$	—		$	17,578

As of and for the six months ended June 30, 2010:


	Cemeteries						Funeral Homes
	Southeast		Northeast		West		Funeral Homes		Corporate			Adjustment			Total
	(in thousands)
Revenues
Sales	$	39,425	$	16,765	$	16,237	$	—	$	(79	)	$	(24,452	)	$	47,896
Service and other		15,249		12,055		7,864		—		—			(5,308	)		29,860
Funeral home		—		—		—		11,962		—			(311	)		11,651


Total revenues		54,674		28,820		24,101		11,962		(79	)		(30,071	)		89,407


Costs and expenses
Cost of sales		8,000		3,311		2,528		—		5			(4,119	)		9,725
Cemetery		9,703		6,339		5,292		—		—			(1	)		21,333
Selling		12,522		5,397		4,731		—		320			(5,887	)		17,083
General and administrative		5,906		2,984		2,878		—		(9	)		—			11,759
Corporate overhead		—		—		—		—		10,694			—			10,694
Depreciation and amortization		737		380		305		443		1,874			—			3,739
Funeral home		—		—		—		9,073		—			—			9,073
Acquisition related costs		—		—		—		—		2,656			—			2,656

Total costs and expenses		36,868		18,411		15,734		9,516		15,540			(10,007	)		86,062


Operating profit	$	17,806	$	10,409	$	8,367	$	2,446	$	(15,619	)	$	(20,064	)	$	3,345


Total assets	$	392,541	$	260,035	$	328,719	$	48,268	$	32,192		$	—		$	1,061,755

Amortization of cemetery property	$	1,585	$	1,071	$	293	$	—	$	—		$	(389	)	$	2,560
Long lived asset additions	$	1,964	$	774	$	62,926	$	7,853	$	186		$	—		$	73,703
Goodwill	$	456	$	—	$	11,304	$	5,818	$	—		$	—		$	17,578

Results of individual business units are presented based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to accounting principles generally accepted in the United States of America; therefore, the financial results of individual business units are not necessarily comparable with similar information for any other company. The management accounting process uses assumptions and allocations to measure performance of the business units. Methodologies are refined from time to time as management accounting practices are enhanced and businesses change. Revenues and associated expenses are not deferred in accordance with SAB No. 104 therefore, the deferral of these revenues and expenses is provided in the adjustment column to reconcile the Company’s managerial financial statements to those prepared in accordance with GAAP. Pre-need sales revenues included within the sales category consist primarily of the sale of burial lots, burial vaults, mausoleum crypts, grave markers and memorials, and caskets. Management accounting practices included in the Southeast, Northeast, and Western Regions reflect these pre-need sales when contracts are signed by the customer and accepted by the Company. Pre-need sales reflected in the unaudited condensed consolidated financial statements, prepared in accordance with GAAP, recognize revenues for the sale of burial lots and mausoleum crypts when the product is constructed and at least 10% of the sales price is collected. With respect to the other products, the unaudited condensed consolidated financial statements prepared under GAAP recognize sales revenues when the criteria for delivery under SAB No. 104 are met. These criteria include, among other things, purchase of the product, delivery and installation of the product in the ground, and transfer of title to the customer. In each case, costs are accrued in connection with the recognition of revenues; therefore, the unaudited condensed consolidated financial statements reflect Deferred Cemetery Revenue, Net and Deferred Selling and Obtaining Costs on the balance sheet, whereas the Company’s management accounting practices exclude these items.

15.	FAIR VALUE MEASUREMENTS

The Fair Value Measurements and Disclosures topic of the ASC defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. This topic also establishes a fair value hierarchy that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy defined by this topic are described below.


Level 1: Quoted market prices available in active markets for identical assets or liabilities. The Company includes cash and cash equivalents, U.S. Government debt securities and publicly traded equity securities and mutual funds in its level 1 investments.

Level 2: Quoted prices in active markets for similar assets; quoted prices in non-active markets for identical or similar assets; inputs other than quoted prices that are observable. The Company includes U.S. state and municipal, corporate and other fixed income debt securities in its level 2 investments.

Level 3: Any and all pricing inputs that are generally unobservable and not corroborated by market data.

The following table allocates the Company’s assets and liabilities measured at fair value as of June 30, 2011 and December 31, 2010.


As of June 30, 2011
Merchandise Trust

Description	Level 1		Level 2		Total
	(in thousands)
Assets

Short-term investments	$	25,748	$	—	$	25,748

Fixed maturities:
U.S. government and federal agency		—		—		—
U.S. state and local government agency		—		23		23
Corporate debt securities		—		10,218		10,218
Other debt securities		—		2,461		2,461

Total fixed maturity investments		—		12,702		12,702


Mutual funds - debt securities		69,366		—		69,366
Mutual funds - equity securities - real estate sector		24,448		—		24,448
Mutual funds - equity securities - energy sector		27,912		—		27,912
Mutual funds - equity securities - MLP’s		20,541		—		20,541
Mutual funds - equity securities - other		67,720		—		67,720

Equity securities
Preferred REIT’s		9,108		—		9,108
Master limited partnerships		37,265		—		37,265
Global equity securities		22,627		—		22,627
Other invested assets		—		5,380		5,380


Total	$	304,735	$	18,082	$	322,817


Perpetual Care Trust

Description	Level 1		Level 2		Total
	(in thousands)
Assets

Short-term investments	$	14,583	$	—	$	14,583

Fixed maturities:
U.S. government and federal agency		613		—		613
U.S. state and local government agency		—		148		148
Corporate debt securities		—		22,903		22,903
Other debt securities		—		371		371

Total fixed maturity investments		613		23,422		24,035


Mutual funds-debt securities		62,376		—		62,376
Mutual funds - equity securities - real estate sector		25,977		—		25,977
Mutual funds - equity securities - energy sector		19,561		—		19,561
Mutual funds - equity securities - MLP’s		13,678		—		13,678
Mutual funds - equity securities - other		47,826		—		47,826

Equity securities
Preferred REIT’s		20,076		—		20,076
Master limited partnerships		25,445		—		25,445
Global equity securities		752		—		752
Other invested assets		—		145		145


Total	$	230,887	$	23,567	$	254,454


As of December 31, 2010
Merchandise Trust

Description	Level 1		Level 2		Total
	(in thousands)
Assets

Short-term investments	$	40,723	$	—	$	40,723

Fixed maturities:
U.S. government and federal agency		—		—		—
U.S. state and local government agency		—		23		23
Corporate debt securities		—		9,940		9,940
Other debt securities		—		1,538		1,538

Total fixed maturity investments		—		11,501		11,501


Mutual funds - debt securities		52,518		—		52,518
Mutual funds - equity securities - real estate sector		12,761		—		12,761
Mutual funds - equity securities - energy sector		29,119		—		29,119
Mutual funds - equity securities - MLP’s		20,077		—		20,077
Mutual funds - equity securities - other		64,708		—		64,708

Equity securities
Preferred REIT’s		16,549		—		16,549
Master limited partnerships		36,520		—		36,520
Global equity securities		22,192		—		22,192
Other invested assets		—		5,208		5,208


Total	$	295,167	$	16,709	$	311,876


Perpetual Care Trust

Description	Level 1		Level 2		Total
	(in thousands)
Assets

Short-term investments	$	20,583	$	—	$	20,583

Fixed maturities:
U.S. government and federal agency		600		—		600
U.S. state and local government agency		—		148		148
Corporate debt securities		—		22,692		22,692
Other debt securities		—		508		508

Total fixed maturity investments		600		23,348		23,948


Mutual funds - debt securities		55,149		—		55,149
Mutual funds - equity securities - real estate sector		13,026		—		13,026
Mutual funds - equity securities - energy sector		21,340		—		21,340
Mutual funds - equity securities - MLP’s		13,564		—		13,564
Mutual funds - equity securities - other		43,850		—		43,850

Equity securities
Preferred REIT’s		31,050		—		31,050
Master limited partnerships		25,426		—		25,426
Global equity securities		776				776
Other invested assets		—		978		978

Total	$	225,364	$	24,326	$	249,690

All level 2 assets are priced utilizing independent pricing services. There were no level 3 assets.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The words “we,” “us,” “our,” “StoneMor,” the “Partnership,” the “Company” and similar words, when used in a historical context prior to the closing of the initial public offering of StoneMor Partners L.P. on September 20, 2004, refer to Cornerstone Family Services, Inc. (“Cornerstone”), (and, after its conversion, CFSI LLC), and its subsidiaries and thereafter refer to StoneMor Partners L.P. and its subsidiaries.

This discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q (including the notes thereto).

Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q, including, but not limited to, information regarding the status and progress of our operating activities, the plans and objectives of our management, assumptions regarding our future performance and plans, and any financial guidance provided, as well as certain information in other filings with the SEC and elsewhere are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “project,” “expect,” “predict” and similar expressions identify these forward-looking statements. These forward-looking statements are made subject to certain risks and uncertainties that could cause actual results to differ materially from those stated, including, but not limited to, the following: uncertainties associated with future revenue and revenue growth; the effect of the current economic downturn; the impact of our significant leverage on our operating plans; our ability to service our debt and pay distributions; the decline in the fair value of certain equity and debt securities held in our trusts; our ability to attract, train and retain an adequate number of sales people; uncertainties associated with the volume and timing of pre-need sales of cemetery services and products; increased use of cremation; changes in the death rate; changes in the political or regulatory environments, including potential changes in tax accounting and trusting policies; our ability to successfully implement a strategic plan relating to producing operating improvements, strong cash flows and further deleveraging; uncertainties associated with the integration or anticipated benefits of our recent acquisitions or any future acquisitions; our ability to complete and fund additional acquisitions; our ability to maintain effective disclosure controls and procedures and internal control over financial reporting; and various other uncertainties associated with the death care industry and our operations in particular.

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, this Quarterly Report on Form 10-Q and our other reports filed with the SEC. We assume no obligation to update or revise any forward-looking statements made herein or any other forward-looking statements made by us, whether as a result of new information, future events or otherwise.

Organization

We were organized on April 2, 2004 to own and operate the cemetery and funeral home business conducted by Cornerstone and its subsidiaries. On September 20, 2004, in connection with our initial public offering of common units representing limited partner interests, Cornerstone contributed to us substantially all of its assets, liabilities and businesses, and then converted into CFSI LLC, a limited liability company.

Cornerstone had been founded in 1999 by members of our management team and a private equity investment firm, which we refer to as McCown De Leeuw, in order to acquire a group of 123 cemetery properties and 4 funeral homes. Since that time, Cornerstone, succeeded by us, has acquired additional cemeteries and funeral homes, entered into long term cemetery operating agreements, built funeral homes, and sold cemeteries and funeral homes, resulting in the operation of 263 cemeteries and 62 funeral homes.

Capitalization

In September of 2004, we completed our initial public offering. Since that time, we have completed additional follow on public offerings and debt offerings.

On February 9, 2011, we completed a follow on public offering of 3,756,155 common units, including an option to purchase up to 731,155 common units to cover over-allotments which was exercised in full by the underwriters, at a price of $29.25 per unit, representing a 19.4% interest in us. Total gross proceeds from these transactions were approximately $109.9 million, before offering costs and underwriting discounts. Net proceeds of the offering, including the related capital contribution of our General Partner, after deducting underwriting discounts and offering expenses, were approximately $105.5 million. The proceeds were used to pay off $33.5 million of debt under our credit facilities and $35.0 million of debt outstanding on our Series B and Series C Senior Secured Notes. As part of this transaction, selling unitholders also sold 1,849,366 common units. We did not receive any of the proceeds generated by the sale of any units held by the selling unitholders.

Overview

Cemetery Operations

We are currently the second largest owner and operator of cemeteries in the United States. As of June 30, 2011, we operated 263 cemeteries in 25 states and Puerto Rico. We own 242 of these cemeteries, and we operate the remaining 21 under management or operating agreements with the nonprofit cemetery corporations that own the cemeteries. As a result of the agreements, other control arrangements and applicable accounting rules, we have treated 15 of these cemeteries as acquisitions for accounting purposes. There were three cemeteries to which we entered into a long-term operating agreement in the third quarter of 2010, and three cemeteries to which we entered into long-term operating agreements in 2009 that did not qualify as acquisitions for accounting purposes. The results of operations of these 6 cemeteries are included in our results of operations from the date we began operating the properties.

We sell cemetery 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. Revenues from cemetery operations accounted for approximately 87.8% and 86.6% of our revenues during the three and six months ended June 30, 2011 as compared to 88.2% and 87.0% during the same periods last year.

Our results of operations for our Cemetery Operations are determined primarily by the volume of sales of products and services and the timing of product delivery and performance of services. We derive our cemetery revenues primarily from:

•

at-need sales of cemetery interment rights, merchandise and services, which we recognize as revenue when we have delivered the related merchandise or performed the service;

•

pre-need sales of cemetery interment rights, which we generally recognize as revenues when we have collected 10% of the sales price from the customer;

•

pre-need sales of cemetery merchandise, which we recognize as revenues when we satisfy the criteria specified below for delivery of the merchandise to the customer;

•

pre-need sales of cemetery services which we recognize as revenues when we perform the services for the customer;

•

investment income from assets held in our merchandise trust, which we recognize as revenues when we deliver the underlying merchandise or perform the underlying services and recognize the associated sales revenue as discussed above;

•

investment income from perpetual care trusts, excluding realized gains and losses on the sale of trust assets, which we recognize as revenues as the income is earned in the trust; and

•

other items, such as interest income on pre-need installment contracts and sales of land.

The criteria for recognizing revenue related to the sale of cemetery merchandise is that such merchandise is “delivered” to our customer, which generally means that:

•

the merchandise is complete and ready for installation; or

•

the merchandise is either installed or stored at an off-site location, at no additional cost to us, and specifically identified with a particular customer; and

•

the risks and rewards of ownership have passed to the customer.

We generally satisfy these delivery criteria by purchasing the merchandise and either installing it on our cemetery property or storing it, at the customer’s request, in third-party warehouses, at no additional cost to us, until the time of need. With respect to burial vaults, we install the vaults rather than storing them to satisfy the delivery criteria. When merchandise is stored for a customer, we may issue a certificate of ownership to the customer to evidence the transfer to the customer of the risks and rewards of ownership.

Pre-need Sales

As previously noted, we do not recognize revenue on pre-need sales of merchandise and services until we have delivered the merchandise or performed the services. Accordingly, deferred revenues from pre-need sales and related merchandise trust earnings are reflected as a liability on our balance sheet in deferred cemetery revenues, net.

Total deferred cemetery revenues, net, also includes deferred revenues from pre-need sales that were entered into by entities we acquired prior to the time we acquired them. This includes both those entities that we acquired at the time of the formation of Cornerstone and other subsequent acquisitions. Our profit margin on pre-need sales entered into by entities we subsequently acquired is generally less than our profit margin on other pre-need sales because, in accordance with industry practice at the time these acquired pre-need sales were made, none of the selling expenses were recognized at the time of sale. As a result, we are required to recognize all of the expenses (including deferred selling expenses) associated with these acquired pre-need sales when we recognize the revenues from that sale.

Pre-need products and services are typically sold on an installment basis. Subject to state law, these contracts are normally subject to “cooling-off” periods, generally between three and thirty days, during which the customer may elect to cancel the contract and receive a full refund of amounts paid. Also subject to applicable state law, we are generally permitted to retain the amounts already paid on contracts, including any amounts that were required to be deposited into trust, on contracts cancelled after the “cooling-off” period. Historical post “cooling-off” period cancellations total approximately 10% of our pre-need sales (based on contract dollar amounts). If the products and services purchased under a pre-need contract are needed for interment before payment has been made in full, generally the balance due must be immediately paid in full.

Contracts related to pre-need installment sales are usually for a period not to exceed 60 months, with payments of principal and interest required. Pre-need sales contracts normally contain provisions for both principal and interest. For those contracts that do not bear a market rate of interest, we impute such interest based upon the prime rate plus 150 basis points, which resulted in a rate of 4.75% for the three and six months ended June 30, 2011 and 2010.

We normally offer prepayment incentives to customers whose pre-need contracts are longer than 36 months and bear interest. If those customers pay their contracts in full in less than 12 months, we rebate the interest that we have collected from them. Even though this rebate policy reduces the amount of interest income we receive on our accounts receivable, the net effect is an increase in our immediate cash flow.

In certain cases, pre-need contracts will be cancelled before they are fully paid. In these circumstances, we are generally permitted to retain amounts already paid to us, including any amounts that were required to be deposited into trust. In certain other cases, the products and services purchased under a pre-need contract are needed for interment before payment has been made in full. In these cases, we are generally entitled to be immediately paid in full for any amounts still outstanding.

At-need Sales

Revenue on at-need merchandise sales is deferred until the time that such merchandise is delivered. The lag between the contract origination and delivery is normally minimal. At-need sales of products and services are generally required to be paid for in full at the time of sale. At that time, we will deposit amounts, as legally required, into our perpetual care trusts. We are not required to deposit any amounts into merchandise trusts for products or services that have already been delivered.

Expenses

We analyze and categorize our operating expenses as follows:

1. Cost of goods sold and selling expenses

Cost of goods sold reflects the actual cost of purchasing products and performing services. Sales of cemetery lots and interment rights, whether at-need or pre-need, typically have a lower cost of goods sold than other merchandise that we sell.

Selling expenses consist of salesperson and sales management payroll costs, including selling commissions, bonuses and employee benefits. We self-insure medical expenses of our employees up to certain individual and aggregate limits over which we have stop-loss insurance coverage. Our self-insurance policy may result in variability in our future operating expenses. Selling expenses also includes other costs of obtaining product and service sales, such as advertising, marketing, postage and telephone.

Direct costs associated with pre-need sales of cemetery merchandise and services, such as sales commissions and cost of goods sold, are reflected in the balance sheet in deferred selling and obtaining costs and deferred cemetery revenues, net, respectively and are expensed as the merchandise is delivered or the services are performed. Indirect costs, such as marketing and advertising costs, are expensed in the period in which they are incurred.

2. Cemetery Expenses

Cemetery expenses represent the cost to maintain and repair our cemetery properties and consist primarily of labor and equipment, utilities, real estate taxes and other maintenance items. Repairs necessary to maintain our cemeteries are expensed as they are incurred. Other maintenance costs required over the long term to maintain the operating capacity of our cemeteries, such as to build roads and install sprinkler systems, are capitalized.

3. General and administrative expenses

General and administrative expenses, which do not include corporate overhead, primarily includes personnel costs, insurance and other costs necessary to maintain our cemetery offices.

4. Depreciation and amortization

We depreciate our property and equipment on a straight-line basis over their estimated useful lives.

5. Acquisition related costs

Acquisition related costs which include legal fees and other third party costs incurred in acquisition related activities are expensed as incurred.

Funeral Home Operations

As of June 30, 2011, we owned and operated 62 funeral homes. These properties are located in seventeen states and Puerto Rico. Thirty four of our funeral homes are located on the grounds of cemeteries that we own.

We derive revenues at our funeral homes from the sale of funeral home merchandise, including caskets and related funeral merchandise, and services, including removal and preparation of remains, the use of our facilities for visitation, worship and performance of funeral services and transportation services. We sell these services and merchandise almost exclusively at the time of need utilizing salaried licensed funeral directors. Funeral home revenues accounted for approximately 12.2% and 13.4% of our revenues during the three and six months ended June 30, 2011 as compared to 11.8% and 13.0% during the same periods last year.

Pursuant to state law, a portion of proceeds received from pre-need funeral service contracts is put into trust while amounts used to defray the initial administrative costs are not. All investment earnings generated by the assets in the trust (including realized gains and losses) are deferred until the associated merchandise is delivered or the services are performed. The balance of the amounts in these trusts is included within the merchandise trusts above.

We generally include revenues from pre-need casket sales in the results of our cemetery operations. However, some states require that caskets be sold by funeral homes, and revenues from casket sales in those states are included in our funeral home results.

Our funeral home operating expenses consist primarily of compensation to our funeral directors, day to day costs of managing the business and the cost of caskets.

Corporate

We incur fixed costs for corporate overhead primarily for centralized functions, such as payroll, accounting, collections and professional fees. We also incur expenses relating to reporting requirements under U.S. federal securities laws and certain other additional expenses of being a public company.

2011 Developments

Significant business developments for the six months ended June 30, 2011 include the following:

•

On January 5, 2011, we entered into an Asset Purchase and Sale Agreement with Heritage Family Services, Inc., a North Carolina Corporation and an individual. Pursuant to this agreement, we acquired three cemeteries in North Carolina, including certain related assets and liabilities. In consideration for the transfer, we paid $1.7 million in cash.

•

On February 9, 2011, we completed a follow on public offering of 3,756,155 common units, including an option to purchase up to 731,155 common units to cover over-allotments which was exercised in full by the underwriters, at a price of $29.25 per unit, representing a 19.4% interest in us. Total gross proceeds from these transactions were approximately $109.9 million, before offering costs and underwriting discounts. Net proceeds of the offering, including the related capital contribution of the General Partner, after deducting underwriting discounts and offering expenses, were approximately $105.5 million. As part of this transaction, selling unitholders also sold 1,849,366 common units. We did not receive any of the proceeds generated by the sale of any units held by the selling unitholders.

•

On June 22, 2011, we entered into an Asset Purchase and Sale Agreement with SCI International, LLC, a Delaware limited liability company and Keystone America, Inc., a Delaware corporation. Pursuant to this agreement, we acquired three cemeteries and four funeral homes in Missouri, including certain related assets and liabilities. In consideration for the transfer, we paid $2.15 million in cash.

Current Market Conditions and Economic Developments

As of June 30, 2011 and December 31, 2010, the market value of the assets in our merchandise trust exceeds its amortized cost by 1.4% and 3.7%, respectively and the market value of the assets in our perpetual care trust exceeds its amortized cost by 5.7% and 6.5%, respectively.

Further, we were able to raise capital via a follow on public offering of our common units, representing a limited partnership interest in us, in February of 2011 and September of 2010. In addition, as of June 30, 2011, the majority of our long-term debt consists of $150.0 million in Senior Notes which is due in 2017 and $8.0 million of borrowings on our Revolving Credit Facility. We also have availability on our acquisition and revolving lines of credit of $65.0 million and $47.0 million, respectively.

The value of pre-need and at-need contracts written has not deteriorated and the aggregate values of contracts written were $64.2 million and $121.1 million for the three and six months ended June 30, 2011 as compared to $57.5 million and $107.0 million during the same periods last year.

Impact on Our Ability to Meet Our Debt Covenants

Current market conditions have not negatively impacted our ability to meet our significant debt covenants. These covenants specifically relate to a certain measure of profitability (the “Profitability Measure”) and certain coverage and leverage ratios.

The Profitability Measure is primarily related to the current period value of contracts written, investment income from the merchandise and perpetual care trust and current expenses incurred. The revenue recognition rules that we must follow for GAAP purposes is not considered. We have not seen any material decline in the value of contracts written due to current economic conditions.

The coverage ratio relates to the excess of the Profitability Measure less distributions made to partners over fixed charges. After giving effect to the First Amendment to the Credit Agreement, we were in compliance with our coverage ratio as of June 30, 2011. Due to the adjustment to the coverage ratio in the First Amendment to the Credit Agreement, we do not believe we are in danger of defaulting on this debt covenant.

The leverage ratio relates to the ratio of consolidated debt to the Profitability Measure. This measure was significantly improved due to the pay down of debt using proceeds from our February 2011 follow on public offering of common units as well as the third quarter 2010 public offering of common units. Our leverage ratio is 2.58 at June 30, 2011 as opposed to a maximum allowed ratio of 3.65. We do not believe we are currently in danger of defaulting on this debt covenant.

Segment Reporting and Related Information

The Company is organized into five distinct reportable segments which are classified as Cemetery Operations—Southeast, Cemetery Operations—Northeast, Cemetery Operations—West, Funeral Homes, and Corporate.

We chose this level of organization and disaggregation of reportable segments due to the fact that a) each reportable segment has unique characteristics that set it apart from each other; b) we have organized our management personnel at these operational levels; and c) this is the level at which our chief decision makers and other senior management evaluate performance.

The Cemetery Operations segments sell interment rights, caskets, burial vaults, cremation niches, markers and other cemetery related merchandise. The nature of our customers differs in each of our regionally based cemetery operating segments. Cremation rates in the West region are substantially higher than they are in the Southeast region. Rates in the Northeast region tend to be somewhere between the two. Statistics indicate that customers who select cremation services have certain attributes that differ from customers who select other methods of interment. The disaggregation of cemetery operations into the three distinct regional segments is primarily due to these differences in customer attributes along with the previously mentioned management structure and senior management analysis methodologies.

Our Funeral Homes segment offers a range of funeral-related services such as family consultation, the removal of and preparation of remains and the use of funeral home facilities for visitation. These services are distinctly different than the cemetery merchandise and services sold and provided by the Cemetery Operations segments.

Our Corporate segment includes various home office selling and administrative expenses that are not allocable to the other operating segments.

Critical Accounting Policies and Estimates

The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements required us to make estimates, judgments and assumptions that affected the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods (see Note 1 to the unaudited condensed consolidated financial statements). Our critical accounting policies are those that are both important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgment. These critical accounting policies are discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our 2010 Form 10-K. There have been no significant changes to our critical accounting policies since the filing of our 2010 Form 10-K.

Results of Operations – Segments

Three Months Ended June 30, 2011 Compared to Three Months ended June 30, 2010

Cemetery Segments

Our cemetery operations are disaggregated into three different geographically based segments. We have chosen this level of disaggregation due to the fact that a) each reportable segment has unique characteristics that set it apart from each other; b) we have organized our management personnel at these operational levels; and c) this is the level at which our chief decision makers and other senior management evaluate performance.

We account for and analyze the results of operations for each of these segments on a basis of accounting that is different from generally accepted accounting principals in so much that we record revenues and related expenses based upon the value of contracts written rather than upon the delivery of merchandise and services. We reconcile these non-GAAP accounting results of operations to GAAP based amounts at the consolidated level. This reconciliation is included in Note 14 to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

The method of accounting we utilize to analyze our segment results of operations provides for a production based view of our business. Accordingly, the ensuing segment discussion is on a basis of accounting that differs from generally accepted accounting principles. We believe that this method allows for a critical understanding of any economic value added during a given period of time.

Cemetery Operations – Southeast

The table below compares the results of operations for our Cemetery Operations – Southeast for the three months ended June 30, 2011 to the same period last year:


	Three months ended June 30,
	2011		2010		Change ($)			Change (%)
	(In thousands)
	(non-GAAP)

Total revenues	$	29,043	$	28,600	$	443			1.5	%
Total costs and expenses		21,338		19,455		1,883			9.7	%


Operating profit	$	7,705	$	9,145	$	(1,440	)		-15.7	%

Revenues

Revenues for Cemetery Operations – Southeast were $29.0 million for the three months ended June 30, 2011, an increase of $0.4 million, or 1.5%, compared to $28.6 million during the same period last year.

The increase was related to an overall increase in the value of contracts written, with an increase of $0.6 million in the value of pre-need contracts and $0.1 million in the value of at-need contracts. This was partially offset by a decrease of $0.4 million in income from our trusts.

Total costs and expenses

Total costs and expenses for Cemetery Operations – Southeast were $21.3 million for the three months ended June 30, 2011, an increase of $1.9 million, or 9.7%, compared to $19.4 million during the same period last year.

The increase was primarily related to:

•

A $0.1 million increase in cost of goods sold. This was attributable to the corresponding increase in the value of contracts written.

•

A $0.8 million increase in selling expenses. This was primarily attributable to an increase of $0.3 million in commission related expenses and $0.5 million in salary and benefit expenses.

•

A $0.7 million increase in cemetery expenses. The increase was primarily due to increases of $0.2 million in labor costs, $0.3 million in repair and maintenance costs, $0.1 million in real estate taxes and $0.1 million in utility and fuel costs.

•

A $0.2 million increase in general and administrative expense primarily due to an increase in labor costs, insurance expense, and general office costs.

Cemetery Operations – Northeast

The table below compares the results of operations for our Cemetery Operations – Northeast for the three months ended June 30, 2011 to the same period last year:


	Three months ended June 30,
	2011		2010		Change ($)			Change (%)
	(In thousands)
	(non-GAAP)

Total revenues	$	14,183	$	15,251	$	(1,068	)		-7.0	%
Total costs and expenses		10,289		9,683		606			6.3	%


Operating profit	$	3,894	$	5,568	$	(1,674	)		-30.1	%

Revenues

Revenues for Cemetery Operations – Northeast were $14.2 million for the three months ended June 30, 2011, a decrease of $1.1 million, or 7.0%, compared to $15.3 million during the same period last year.

The decrease is related to an overall decrease in the value of contracts written of $0.1 million and a decrease of $1.0 million in income from our trusts.

Total costs and expenses

Total costs and expenses for Cemetery Operations – Northeast were $10.3 million for the three months ended June 30, 2011, an increase of $0.6 million, or 6.3%, compared to $9.7 million during the same period last year.

The increase was primarily related to:

•

A $0.2 million increase in selling expense. This was primarily attributable to increases in salary and benefit expenses and commissions.

•

A $0.4 million increase in cemetery expenses. The increase was primarily due to increases of $0.2 million in labor costs and $0.2 million in maintenance costs.

Cemetery Operations – West

In 2010, we acquired 19 cemeteries in our Cemetery Operations – West segment. Of these acquisitions, 6 occurred within the last 2 weeks of our second quarter ending June 30, 2010, and 4 occurred in the second half of 2010. Therefore, the results of operations for these properties have little or no impact on the three months ended June 30, 2010, but are included in the three months ended June 30, 2011. These additions are the main factor causing the increases to all revenue and expense categories across this segment.

The table below compares the results of operations for our Cemetery Operations – West for the three months ended June 30, 2011 to the same period last year:


	Three months ended June 30,
	2011		2010		Change ($)		Change (%)
	(In thousands)
	(non-GAAP)

Total revenues	$	19,187	$	13,707	$	5,480		40.0	%
Total costs and expenses		14,312		9,159		5,153		56.3	%


Operating profit	$	4,875	$	4,548	$	327		7.2	%

Revenues

Revenues for Cemetery Operations – West were $19.2 million for the three months ended June 30, 2011, an increase of $5.5 million, or 40.0%, compared to $13.7 million during the same period last year.

The increase was primarily related to an increase of $2.5 million in the value of pre-need contracts written, an increase of $2.3 million in the value of at-need contracts written and an increase of $0.6 million in income from our trusts.

Total costs and expenses

Total costs and expenses for Cemetery Operations – West were $14.3 million for the three months ended June 30, 2011, an increase of $5.2 million, or 56.3%, compared to $9.2 million during the same period last year.

The increase was primarily related to:

•

A $0.5 million increase in the cost of goods sold. This was attributable to the corresponding increase in the value of contracts written.

•

A $1.1 million increase in selling expense. This was primarily attributable to an increase of $0.6 million in commission related expenses and $0.4 million in salary and benefit expenses.

•

A $2.3 million increase in cemetery expenses. The increase was primarily due to increases of $1.0 million in labor costs, $0.2 million in utility and fuel costs, $0.5 million in repair and maintenance costs and $0.5 million in real estate taxes.

•

A $0.6 million increase in general and administrative expenses. The increase was primarily due to increases of $0.4 million in labor costs and $0.2 million in insurance costs.

•

A $0.6 million increase in depreciation.

Funeral Home Segment

In 2010, we acquired 6 funeral homes. All of these acquisitions occurred on or subsequent to June 21, 2010. Therefore, the results of operations for these funeral homes are included in the three months ended June 30, 2011, but have very little or no impact on results for the three months ended June 30, 2010. These additions are the main factor causing the increases to all revenue and expense categories across this segment.

The table below compares the results of operations for our Funeral Home segment for the three months ended June 30, 2011 as compared to the same period last year:


	Three months ended June 30,
	2011		2010		Change ($)		Change (%)
	(In thousands)
	(non-GAAP)

Total revenues	$	7,563	$	5,922	$	1,641		27.7	%
Total costs and expenses		5,867		4,687		1,180		25.2	%


Operating profit	$	1,696	$	1,235	$	461		37.3	%

Revenues

Revenues for the Funeral Home segment were $7.6 million for the three months ended June 30, 2011, an increase of $1.7 million, or 27.7%, compared to $5.9 million during the same period last year.

The increase was primarily attributable to a $0.8 million increase in at-need revenues, a $0.5 million increase in pre-need revenues and a $0.3 million increase in other revenues.

Total costs and expenses

Total costs and expenses for the Funeral Home segment were $5.9 million for the three months ended June 30, 2011, an increase of $1.2 million, or 25.2%, compared to $4.7 million during the same period last year.

The increase was primarily attributable to an increase of $0.6 million in personnel expenses, $0.3 million in facility costs, $0.1 million in merchandise costs and increases in other general expense categories.

Corporate Segment

Amounts allocated to the Corporate segment include each of the following:

•

Miscellaneous selling, cemetery and general administrative expenses that are not allocable to other operating segments.

•

Various home office and other expenses. These expenses equal the total corporate expenses as shown on the face of the income statement.

•

Certain depreciation and amortization expenses.

•

Gains and losses and purchases and sales of cemetery and funeral home properties.

•

Acquisition related costs.

The table below details expenses incurred by the Corporate segment for the three months ended June 30, 2011 and for the same period last year:


	Three months ended June 30,
	2011		2010		Change ($)			Change (%)
	(In thousands)
	(non-GAAP)

Selling, cemetery and general and administrative expenses	$	97	$	246	$	(149	)		-60.6	%
Depreciation and amortization		483		1,139		(656	)		-57.6	%
Acquisition related costs		1,025		1,666		(641	)		-38.5	%

Corporate expenses
Corporate personnel expenses		2,894		2,604		290			11.1	%
Other corporate expenses		3,092		3,001		91			3.0	%


Total corporate overhead		5,986		5,605		381			6.8	%


Total corporate expenses	$	7,591	$	8,656	$	(1,065	)		-12.3	%

Selling, cemetery and general administrative expenses allocated to the Corporate segment were $0.1 million for the three months ended June 30, 2011, a decrease of $0.1 million, or 60.6% compared to $0.2 million during the same period last year.

Total corporate overhead was $6.0 million for the three months ended June 30, 2011, an increase of $0.4 million, or 6.8% compared to $5.6 million during the same period last year. The increase was primarily attributable to an increase of $0.3 million in labor costs.

Reconciliation of Segment Results of Operations to Consolidated Results of Operations

As discussed in the segment sections of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, cemetery revenues and their associated costs as reported at the segment level are deferred until such time that we meet the delivery component for revenue recognition.

Periodic consolidated revenues reflect the amount of total merchandise and services which were delivered during the period. Accordingly, period over period changes to revenues can be impacted by:

•

Changes in the value of contracts written and other revenues generated during a period that are delivered in their period of origin and are recognized as revenue and not deferred as of the end of their period of origination.

•

Changes in merchandise and services that are delivered during a period that had been originated during a prior period.

The table below analyzes results of operations and the changes therein for the three months ended June 30, 2011 as compared to the same period last year. The table is structured so that our readers can determine whether changes were based upon changes in the level of merchandise and services and other revenues generated during each period and/ or changes in the timing of when merchandise and services were delivered:


	Three months ended							Three months ended
	June 30, 2011							June 30, 2010
	(In thousands)							(In thousands)
	Segment Results (non-GAAP)		Non-segment Results			GAAP Results		Segment Results (non-GAAP)		Non-segment Results			GAAP Results		Change in GAAP results ($)			Change in GAAP results (%)
Revenues

Pre-need cemetery revenues	$	32,836	$	(6,804	)	$	26,032	$	29,845	$	(9,548	)	$	20,297	$	5,735			28.3	%
At-need cemetery revenues		20,562		(1,132	)		19,430		18,224		(2,178	)		16,046		3,384			21.1	%
Investment income from trusts		6,977		(1,921	)		5,056		7,656		(3,003	)		4,653		403			8.7	%
Interest income		1,596		—			1,596		1,460		—			1,460		136			9.3	%
Funeral home revenues		7,563		(200	)		7,363		5,922		(149	)		5,773		1,590			27.5	%
Other cemetery revenues		443		187			630		316		192			508		122			24.0	%


Total revenues		69,977		(9,870	)		60,107		63,423		(14,686	)		48,737		11,370			23.3	%


Costs and expenses

Cost of goods sold		8,131		(915	)		7,216		7,475		(2,150	)		5,325		1,891			35.5	%
Cemetery expense		15,462		—			15,462		12,088		(2	)		12,086		3,376			27.9	%
Selling expense		14,022		(1,835	)		12,187		12,074		(2,607	)		9,467		2,720			28.7	%
General and administrative expense		7,031		—			7,031		6,161		—			6,161		870			14.1	%
Corporate overhead		5,986		—			5,986		5,605		—			5,605		381			6.8	%
Depreciation and amortization		2,042		—			2,042		1,929		—			1,929		113			5.9	%
Funeral home expense		5,698		—			5,698		4,642		—			4,642		1,056			22.7	%
Acquisition related costs		1,025		—			1,025		1,666		—			1,666		(641	)		-38.5	%


Total costs and expenses		59,397		(2,750	)		56,647		51,640		(4,759	)		46,881		9,766			20.8	%


Operating profit	$	10,580	$	(7,120	)	$	3,460	$	11,783	$	(9,927	)	$	1,856	$	1,604			86.4	%

Revenues

Pre-need cemetery revenues were $26.0 million for the three months ended June 30, 2011, an increase of $5.7 million, or 28.3%, as compared to $20.3 million during the same period last year. The increase was primarily caused by an increase of $3.0 million in the value of cemetery contracts written and a decrease of $2.7 million in deferred revenue.

At-need cemetery revenues were $19.4 million for the three months ended June 30, 2011, an increase of $3.4 million, or 21.1%, as compared to $16.0 million during the same period last year. The increase was primarily caused by an increase of $2.3 million in the value of cemetery contracts written and a decrease of $1.1 million in deferred revenue.

The increase in the value of pre-need and at-need contracts was primarily driven by our Cemetery Operations - West segment where we acquired 6 cemeteries within the last 2 weeks of our second quarter ended June 30, 2010 and 4 cemeteries in the second half of 2010. Therefore, the results of operations for these cemeteries are included in the three months ended June 30, 2011, but have little or no impact on the three months ended June 30, 2010.

Investment income from trusts was $5.1 million for the three months ended June 30, 2011, an increase of $0.4 million, or 8.7%, as compared to $4.7 million during the same period last year. On a segment basis, we had an decrease of $0.7 million, which was offset by an adjustment of $1.1 million related to funds for which we have met the requirements that allow us to recognize them as revenue.

Interest income on accounts receivable was $1.6 million for the three months ended June 30, 2011, an increase of $0.1 million, or 9.3%, as compared to $1.5 million during the same period last year.

Revenues for the Funeral Home segment were $7.4 million for the three months ended June 30, 2011, an increase of $1.6 million, or 27.5%, compared to $5.8 million during the same period last year. The increase was driven by the 6 funeral homes we acquired in 2010, and was primarily attributable to a $0.8 million increase in at-need revenues, a $0.5 million increase in pre-need revenues and a $0.3 million increase in other revenues.

Other cemetery revenues were $0.6 million for the three months ended June 30, 2011, as compared to $0.5 million during the same period last year.

Costs and Expenses

Cost of goods sold were $7.2 million during the three months ended June 30, 2011, an increase of $1.9 million, or 35.5%, as compared to $5.3 million during the same period last year. The ratio of cost of goods sold to pre-need and at-need cemetery revenues increased slightly to 15.9% during the three months ended June 30, 2011 as compared to 14.7% during the same period last year. The change in the ratio primarily relates to changes in product mix.

Cemetery expenses were $15.5 million during the three months ended June 30, 2011, an increase of $3.4 million, or 27.9%, compared to $12.1 million during the same period last year. The major components of the overall expense increase were $1.4 million in labor costs, $1.0 million in repairs and maintenance expenditures, $0.6 million in real estate taxes and $0.3 million in utility and fuel cost. Cemetery expenses relate to the current costs of managing and maintaining our cemetery properties. These costs are expensed as incurred and are not deferred. Accordingly, from a margin standpoint, the most effective gauge of measuring cemetery expenses is as a ratio of segment level pre-need and at-need cemetery revenues. The ratio of cemetery expenses to segment level pre-need and at-need cemetery revenues was 29.0% during the three months ended June 30, 2011 as compared to 25.1% during the same period last year.

Selling expenses were $12.2 million during the three months ended June 30, 2011, an increase of $2.7 million, or 28.7%, as compared to $9.5 million during the same period last year. The majority of our selling expenses are directly related to sales commissions and bonuses, which would be directly related to changes in the value of pre-need and at-need contracts written. The ratio of selling expenses to segment level pre-need and at-need cemetery revenues increased to 22.8% during the three months ended June 30, 2011 as compared to 19.7% during the same period last year. The major components of the overall expense increase were $0.9 million in commissions, $1.0 million in salaries and benefits, and a reduction in deferred selling expenses of $0.8 million.

General and administrative expenses were $7.0 million during the three months ended June 30, 2011, an increase of $0.9 million, or 14.1%, compared to $6.2 million during the same period last year. The majority of the increase was primarily due to increases of $0.5 million in labor costs and $0.2 million in insurance costs, with the remaining increase attributable to office supplies and other miscellaneous expenses. General and administrative expenses are expensed as incurred and are not deferred. Accordingly, from a margin standpoint, the most effective gauge of measuring general and administrative expenses is as a ratio of segment level pre-need and at-need cemetery revenues. The ratio of general and administrative expenses to segment level pre-need and at-need cemetery revenues remained relatively consistent and was 13.2% during the three months ended June 30, 2011 compared to 12.8% during the same period last year.

Total corporate overhead was $6.0 million during the three months ended June 30, 2011, an increase of $0.4 million, or 6.8%, compared to $5.6 million during the same period last year. The increase was primarily caused by increases in labor costs.

Depreciation and amortization was $2.0 million during the three months ended June 30, 2011, an increase of $0.1 million, or 5.9%, as compared to $1.9 million during the period last year. The increase was primarily due to increased depreciation and amortization from tangible and intangible assets acquired in our 2010 acquisitions.

Funeral home expenses were $5.7 million for the three months ended June 30, 2011, an increase of $1.1 million, or 22.7%, as compared to $4.6 million during the same period last year. The increase was primarily attributable to an increase of $0.6 million in personnel expenses, $0.3 million in facility costs, and $0.1 million in merchandise costs and is driven by the 6 funeral homes we acquired in 2010.

Acquisition related costs were $1.0 million for the three months ended June 30, 2011, a decrease of $0.7 million, or 38.5%, as compared to $1.7 million during the same period last year. These costs will vary from period to period depending on the amount of acquisition activity that takes place.

Non-segment Allocated Results

As previously mentioned, certain income statement amounts are not allocated to segment operations. These amounts are those line items that can be found on our income statement below operating profit and above income before income taxes.

The table below summarizes these items and the changes between the three months ended June 30, 2011 and 2010:


	Three months ended June 30,
	2011			2010			Change ($)			Change (%)
	(In thousands)
	(non-GAAP)

Increase in fair value of interest rate swaps	$	—		$	1,568		$	(1,568	)		-100.0	%
Interest expense		4,352			5,239			(887	)		-16.9	%
Income tax benefit	$	(1,707	)	$	(355	)	$	(1,352	)		380.8	%

We entered into two interest rate swaps during the fourth quarter of 2009. During the three months ended June 30, 2010, there was a favorable increase in the fair value of the interest rate swaps of $1.6 million. The interest rate swaps were terminated in the fourth quarter of 2010.

Interest expense decreased as a result of our reduced debt. Amounts outstanding under our credit facilities were $53.0 million at June 30, 2010, compared to $8.0 million at June 30, 2011. We also had $35.0 million of Senior Secured Notes outstanding at June 30, 2010. The Senior Notes, along with all amounts outstanding on our credit facilities were repaid in February of 2011. We did not have any borrowing on our credit facilities from this point through the end of May 2011, when we borrowed $8.0 million. This decrease in expense was offset in part by additional interest expense related to amortized debt discounts on notes payable incurred in connections with our 2010 acquisitions. In addition, for the 3 months ended June 30, 2010, we had interest rate swaps that reduced our interest payments and expense by approximately $0.4 million. The interest rate swaps were terminated in fourth quarter of 2010.

Income tax benefit was $1.7 million for the three months ended June 30, 2011, an increase of $1.3 million, or 380.8%, as compared to $0.4 million during the same period last year. The increase is due in part to the recording of a $0.9 million income tax benefit related to the reversal of uncertain tax positions for which the statute of limitations had expired. In addition, our effective tax rate differs from our statutory tax rate primarily because our legal entity structure includes different tax filing entities, including a significant number of partnerships that are not subject to paying tax.

Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

Cemetery Operations – Southeast

The table below compares the results of operations for our Cemetery Operations – Southeast for the six months ended June 30, 2011 to the same period last year:


	Six months ended June 30,
	2011		2010		Change ($)			Change (%)
	(In thousands)
	(non-GAAP)

Total revenues	$	56,146	$	54,674	$	1,472			2.7	%
Total costs and expenses		39,730		36,868		2,862			7.8	%


Operating profit	$	16,416	$	17,806	$	(1,390	)		-7.8	%

Revenues

Revenues for Cemetery Operations – Southeast were $56.1 million for the six months ended June 30, 2011, an increase of $1.5 million, or 2.7%, compared to $54.6 million during the same period last year.

The increase was related to an overall increase in the value of contracts written, with an increase of $0.8 million in the value of at-need contracts and $0.4 million in the value of pre-need contracts. We also had an increase of $0.1 million in income from our trusts.

Total costs and expenses

Total costs and expenses for Cemetery Operations – Southeast were $39.7 million for the six months ended June 30, 2011, an increase of $2.9 million, or 7.8%, compared to $36.8 million during the same period last year.

The increase was primarily related to:

•

A $0.1 million increase in cost of goods sold. This was attributable to the corresponding increase in the value of contracts written.

•

A $1.1 million increase in selling expenses. This was primarily attributable to an increase of $0.6 million in salary and benefit expenses, $0.3 million in commission related expenses and $0.1 million in telephone and telemarketing costs.

•

A $1.3 million increase in cemetery expenses. The increase was primarily due to increases of $0.5 million in labor costs, $0.4 million in repair and maintenance costs, $0.2 million in real estate taxes and $0.2 million in utility and fuel costs.

•

A $0.4 million increase in general and administrative expense primarily due to an increase of $0.2 million in labor costs and other general office and miscellaneous costs.

Cemetery Operations – Northeast

The table below compares the results of operations for our Cemetery Operations – Northeast for the six months ended June 30, 2011 to the same period last year:


	Six months ended June 30,
	2011		2010		Change ($)			Change (%)
	(In thousands)
	(non-GAAP)

Total revenues	$	28,112	$	28,820	$	(708	)		-2.5	%
Total costs and expenses		19,519		18,411		1,108			6.0	%


Operating profit	$	8,593	$	10,409	$	(1,816	)		-17.4	%

Revenues

Revenues for Cemetery Operations – Northeast were $28.1 million for the six months ended June 30, 2011, a decrease of $0.7 million, or 2.5%, compared to $28.8 million during the same period last year.

On an overall basis, we had an increase in the value of contracts written, with an increase of $0.7 million in the value of at-need contracts being offset by a decrease of $0.4 million in the value of pre-need contracts. In addition, we had a decrease of $1.0 million in income from our trusts.

Total costs and expenses

Total costs and expenses for Cemetery Operations – Northeast were $19.5 million for the six months ended June 30, 2011, an increase of $1.1 million, or 6.0%, compared to $18.4 million during the same period last year.

The increase was primarily related to:

•

A $0.4 million increase in selling expense. This was primarily attributable to an increase of $0.2 million in labor costs and $0.1 million in telephone and telemarketing costs.

•

A $0.6 million increase in cemetery expenses. The increase was primarily due to increases of $0.4 million in labor costs, $0.1 million in utility and fuel costs and $0.1 million in repair and maintenance costs.

Cemetery Operations – West

In 2010, we acquired 19 cemeteries in our Cemetery Operations – West segment. Of these acquisitions, 9 occurred on March 30, 2010, 6 occurred within the last 2 weeks of our second quarter ending June 30, 2010 and 4 occurred in the second half of 2010. Therefore, the results of operations for all of these properties are included in the six months ended June 30, 2011, but have much less of an impact, or in some cases no impact, on the six months ended June 30, 2010. These additions are the main factor causing the increases to all revenue and expense categories across this segment.

The table below compares the results of operations for our Cemetery Operations – West for the six months ended June 30, 2011 to the same period last year:


	Six months ended June 30,
	2011		2010		Change ($)		Change (%)
	(In thousands)
	(non-GAAP)

Total revenues	$	38,093	$	24,101	$	13,992		58.1	%
Total costs and expenses		25,297		15,734		9,563		60.8	%


Operating profit	$	12,796	$	8,367	$	4,429		52.9	%

Revenues

Revenues for Cemetery Operations – West were $38.1 million for the six months ended June 30, 2011, an increase of $14.0 million, or 58.1%, compared to $24.1 million during the same period last year.

The increase was primarily related to an increase of $4.4 million in the value of pre-need contracts written, an increase of $5.1 million in the value of at-need contracts written and an increase of $4.0 million in income from our trusts.

Total costs and expenses

Total costs and expenses for Cemetery Operations – West were $25.3 million for the six months ended June 30, 2011, an increase of $9.6 million, or 60.8%, compared to $15.7 million during the same period last year.

The increase was primarily related to:

•

A $1.1 million increase in the cost of goods sold. This was attributable to the corresponding increase in the value of contracts written.

•

A $2.0 million increase in selling expense. The increase was primarily due to increases of $0.9 million in commissions, $0.8 million in labor costs and $0.2 million in telephone and telemarketing costs.

•

A $4.3 million increase in cemetery expenses. The increase was primarily due to increases of $2.3 million in labor costs, $0.6 million in utility and fuel costs, $0.7 million in repair and maintenance costs and $0.6 million in real estate taxes.

•

A $1.3 million increase in general and administrative expenses. The increase was primarily due to increases of $0.9 million in labor costs, $0.2 million in insurance costs and several other small increases.

•

A $0.9 million increase in depreciation.

Funeral Home Segment

In 2010, we acquired 6 funeral homes. All of these acquisitions occurred on or subsequent to June 21, 2010. Therefore, the results of operations for these funeral homes are included in the six months ended June 30, 2011, but have very little or no impact on results for the six months ended June 30, 2010. These additions are the main factor causing the increases to all revenue and expense categories across this segment.

The table below compares the results of operations for our Funeral Home segment for the six months ended June 30, 2011 as compared to the same period last year:


	Six months ended June 30,
	2011		2010		Change ($)		Change (%)
	(In thousands)
	(non-GAAP)

Total revenues	$	15,044	$	11,962	$	3,082		25.8	%
Total costs and expenses		11,574		9,516		2,058		21.6	%


Operating profit	$	3,470	$	2,446	$	1,024		41.9	%

Revenues

Revenues for the Funeral Home segment were $15.0 million for the six months ended June 30, 2011, an increase of $3.1 million, or 25.8%, compared to $11.9 million during the same period last year.

The increase was primarily attributable to a $1.4 million increase in at-need revenues, a $1.0 million increase in pre-need revenues and a $0.6 million increase in other revenues.

Total costs and expenses

Total costs and expenses for the Funeral Home segment were $11.6 million for the six months ended June 30, 2011, an increase of $2.1 million, or 21.6%, compared to $9.5 million during the same period last year.

The increase was primarily attributable to an increase of $1.0 million in personnel expenses, $0.4 million in facility costs, $0.4 million in merchandise costs, $0.1 million in depreciation and increases in other general expense categories.

Corporate Segment

Amounts allocated to the Corporate segment include each of the following:

•

Miscellaneous selling, cemetery and general administrative expenses that are not allocable to other operating segments.

•

Various home office and other expenses. These expenses equal the total corporate expenses as shown on the face of the income statement.

•

Certain depreciation and amortization expenses.

•

Gains and losses and purchases and sales of cemetery and funeral home properties.

•

Acquisition related costs.

The table below details expenses incurred by the Corporate segment for the six months ended June 30, 2011 and for the same period last year:


	Six months ended June 30,
	2011		2010		Change ($)			Change (%)
	(In thousands)
	(non-GAAP)

Selling, cemetery and general and administrative expenses	$	675	$	316	$	359			113.6	%
Depreciation and amortization		1,478		1,874		(396	)		-21.1	%
Acquisition related costs		1,958		2,656		(698	)		-26.3	%

Corporate expenses
Corporate personnel expenses		5,658		5,136		522			10.2	%
Other corporate expenses		6,286		5,558		728			13.1	%


Total corporate overhead		11,944		10,694		1,250			11.7	%


Total corporate expenses	$	16,055	$	15,540	$	515			3.3	%

Selling, cemetery and general administrative expenses allocated to the Corporate segment were $0.7 million for the six months ended June 30, 2011, an increase of $0.4 million, or 113.6% compared to $0.3 million during the same period last year. The increase is primarily related to a new sales training program started in the current year.

Total corporate overhead was $11.9 million for the six months ended June 30, 2011, an increase of $1.2 million, or 11.7% compared to $10.7 million during the same period last year. The increase was primarily attributable to an increase of $0.5 million in labor costs, $0.4 million in advertising costs, $0.2 million in general office costs including postage and information technology, and $0.1 million in professional fees.

Reconciliation of Segment Results of Operations to Consolidated Results of Operations

The table below analyzes results of operations and the changes therein for the six months ended June 30, 2011 as compared to the same period last year. The table is structured so that our readers can determine whether changes were based upon changes in the level of merchandise and services and other revenues generated during each period and/ or changes in the timing of when merchandise and services were delivered:


	Six months ended							Six months ended
	June 30, 2011							June 30, 2010
	(In thousands)							(In thousands)
	Segment Results (non-GAAP)		Non-segment Results			GAAP Results		Segment Results (non-GAAP)		Non-segment Results			GAAP Results		Change in GAAP results ($)			Change in GAAP results (%)
Revenues

Pre-need cemetery revenues	$	60,657	$	(17,212	)	$	43,445	$	56,195	$	(21,190	)	$	35,005	$	8,440			24.1	%
At-need cemetery revenues		40,207		(3,460	)		36,747		33,611		(3,598	)		30,013		6,734			22.4	%
Investment income from trusts		17,267		(7,442	)		9,825		13,995		(5,308	)		8,687		1,138			13.1	%
Interest income		3,138		—			3,138		3,011		—			3,011		127			4.2	%
Funeral home revenues		15,044		(349	)		14,695		11,962		(311	)		11,651		3,044			26.1	%
Other cemetery revenues		1,087		401			1,488		704		336			1,040		448			43.1	%


Total revenues		137,400		(28,062	)		109,338		119,478		(30,071	)		89,407		19,931			22.3	%


Costs and expenses

Cost of goods sold		15,003		(2,794	)		12,209		13,844		(4,119	)		9,725		2,484			25.5	%
Cemetery expense		27,548		—			27,548		21,334		(1	)		21,333		6,215			29.1	%
Selling expense		26,769		(5,038	)		21,731		22,970		(5,887	)		17,083		4,648			27.2	%
General and administrative expense		13,458		—			13,458		11,759		—			11,759		1,699			14.4	%
Corporate overhead		11,944		—			11,944		10,694		—			10,694		1,250			11.7	%
Depreciation and amortization		4,488		—			4,488		3,739		—			3,739		749			20.0	%
Funeral home expense		11,007		—			11,007		9,073		—			9,073		1,934			21.3	%
Acquisition related costs		1,958		—			1,958		2,656		—			2,656		(698	)		-26.3	%


Total costs and expenses		112,175		(7,832	)		104,343		96,069		(10,007	)		86,062		18,281			21.2	%


Operating profit	$	25,225	$	(20,230	)	$	4,995	$	23,409	$	(20,064	)	$	3,345	$	1,650			49.3	%

Revenues

Pre-need cemetery revenues were $43.4 million for the six months ended June 30, 2011, an increase of $8.4 million, or 24.1%, as compared to $35.0 million during the same period last year. The increase was primarily caused by an increase of $4.4 million in the value of cemetery contracts written and a decrease of $4.0 million in deferred revenue.

At-need cemetery revenues were $36.7 million for the six months ended June 30, 2011, an increase of $6.7 million, or 22.4%, as compared to $30.0 million during the same period last year. The increase was primarily caused by an increase of $6.6 million in the value of cemetery contracts written and a decrease in deferred revenue of $0.1 million.

The increase in the value of pre-need and at-need contracts was primarily driven by our Cemetery Operations - West segment where we acquired 9 cemeteries on March 30, 2010, 6 cemeteries within the last 2 weeks of our second quarter ended June 30, 2010 and 4 cemeteries in the second half of 2010. Therefore, the results of operations for these cemeteries are included in the six months ended June 30, 2011, but have much less of an impact, or in some cases no impact, on the six months ended June 30, 2010.

Investment income from trusts was $9.8 million for the six months ended June 30, 2011, an increase of $1.1 million, or 13.1%, as compared to $8.7 million during the same period last year. On a segment basis, we had an increase of $3.2 million, which was offset by an adjustment of $2.1 million related to funds for which we have not met the requirements that would allow us to recognize them as revenue.

Interest income on accounts receivable was $3.1 million for the six months ended June 30, 2011, an increase of $0.1 million, or 4.2%, as compared to $3.0 million during the same period last year.

Revenues for the Funeral Home segment were $14.7 million for the six months ended June 30, 2011, an increase of $3.0 million, or 26.1%, compared to $11.7 million during the same period last year. The increase was driven by the 6 funeral homes we acquired in 2010, and was primarily attributable to a $1.4 million increase in at-need revenues, a $1.0 million increase in pre-need revenues and a $0.6 million increase in other revenues.

Other cemetery revenues were $1.5 million for the six months ended June 30, 2011, as compared to $1.0 million during the same period last year.

Costs and Expenses

Cost of goods sold were $12.2 million during the six months ended June 30, 2011, an increase of $2.5 million, or 25.5%, as compared to $9.7 million during the same period last year. The ratio of cost of goods sold to pre-need and at-need cemetery revenues increased slightly to 15.2% during the six months ended June 30, 2011 as compared to 15.0% during the same period last year.

Cemetery expenses were $27.5 million during the six months ended June 30, 2011, an increase of $6.2 million, or 29.1%, compared to $21.3 million during the same period last year. The major components of the overall expense increase were $3.2 million in labor costs, $0.8 million in utility and fuel cost, and $1.3 million in repairs and maintenance expenditures, and $0.8 in real estate taxes. Cemetery expenses relate to the current costs of managing and maintaining our cemetery properties. These costs are expensed as incurred and are not deferred. Accordingly, from a margin standpoint, the most effective gauge of measuring cemetery expenses is as a ratio of segment level pre-need and at-need cemetery revenues. The ratio of cemetery expenses to segment level pre-need and at-need cemetery revenues was 27.3% during the six months ended June 30, 2011 as compared to 23.8% during the same period last year.

Selling expenses were $21.7 million during the six months ended June 30, 2011, an increase of $4.6 million, or 27.2%, as compared to $17.1 million during the same period last year. The majority of our selling expenses are directly related to sales commissions and bonuses, which would be directly related to changes in the value of pre-need and at-need contracts written. The ratio of selling expenses to segment level pre-need and at-need cemetery revenues increased to 21.5% during the six months ended June 30, 2011 as compared to 19.0% during the same period last year. The major components of the overall expense increase include $1.2 million in commissions, $1.6 million in salaries and benefits, $0.4 million in telephone and telemarketing expense and $0.4 million related to a new sales training program started in the current year as well as a reduction in deferred selling expenses of $0.8 million

General and administrative expenses were $13.5 million during the six months ended June 30, 2011, an increase of $1.7 million, or 14.4%, compared to $11.8 million during the same period last year. The majority of the increase was due to an increase of $1.1 million in labor costs and $0.2 million in insurance costs, with the remaining increase attributable to office supplies and other miscellaneous expenses. General and administrative expenses are expensed as incurred and are not deferred. Accordingly, from a margin standpoint, the most effective gauge of measuring general and administrative expenses is as a ratio of segment level pre-need and at-need cemetery revenues. The ratio of general and administrative expenses to segment level pre-need and at-need cemetery revenues increased slightly to 13.3% during the six months ended June 30, 2011 compared to 13.1% during the same period last year.

Total corporate overhead was $11.9 million during the six months ended June 30, 2011, an increase of $1.2 million, or 11.7%, compared to $10.7 million during the same period last year. The increase was primarily attributable to an increase of $0.5 million in labor costs, $0.4 million in advertising costs, $0.2 million in general office costs including postage and information technology, and $0.1 million in professional fees.

Depreciation and amortization was $4.5 million during the six months ended June 30, 2011, an increase of $0.8 million, or 20.0%, as compared to $3.7 million during the period last year. The increase was primarily due to increased depreciation and amortization from tangible and intangible assets acquired in our 2010 acquisitions.

Funeral home expenses were $11.0 million for the six months ended June 30, 2011, an increase of $1.9 million, or 21.3%, as compared to $9.1 million during the same period last year. The increase was primarily attributable to an increase of $1.0 million in labor costs, $0.4 million in merchandise costs, and $0.4 million in facility costs. This increase is driven by the 6 funeral homes we acquired in 2010.

Acquisition related costs were $2.0 million for the six months ended June 30, 2011, a decrease of $0.7 million, or 26.3%, as compared to $2.7 million during the same period last year. These costs will vary from period to period depending on the amount of acquisition activity that takes place.

Non-segment Allocated Results

The table below summarizes these items and the changes between the six months ended June 30, 2011 and 2010:


	Six months ended June 30,
	2011			2010			Change ($)			Change (%)
	(In thousands)
	(non-GAAP)

Expenses related to refinancing	$	453		$	—		$	453			n/a
Gain on acquisition		—			7,093			(7,093	)		-100.0	%
Early extinguishment of debt		4,010			—			4,010			n/a
Increase in fair value of interest rate swaps		—			3,239			(3,239	)		-100.0	%
Interest expense		9,442			10,097			(655	)		-6.5	%
Income tax benefit	$	(2,511	)	$	(855	)	$	(1,656	)		193.7	%

The expenses related to refinancing for the six months ended June 30, 2011 were incurred when we amended our credit facilities in January of 2011.

The gain on acquisition relates to our first quarter 2010 acquisition. Refer to Note 13 of our unaudited condensed consolidated financial statements in Item 1 of this Form 10-Q for a more detailed discussion.

The early extinguishment of debt charge of $4.0 million relates to a one-time make-whole premium we paid in connection with the early repayment of our $35.0 million in Class B and Class C Senior Secured Notes.

We entered into two interest rate swaps during the fourth quarter of 2009. During the six months ended June 30, 2010, there was a favorable increase in the fair value of the interest rate swaps of $3.2 million. The interest rate swaps were terminated in the fourth quarter of 2010.

Interest expense decreased as a result of our reduced debt. Amounts outstanding under our credit facilities were $53.0 million at June 30, 2010, compared to $8.0 million at June 30, 2011.We also had $35.0 million of Senior Secured Notes outstanding at June 30, 2010. The Senior Notes, along with all amounts outstanding on our credit facilities were repaid in February of 2011. We did not have any borrowing on our credit facilities from this point through the end of May 2011, when we borrowed $8.0 million. This decrease in expense was offset in part by additional interest expense related to amortized debt discounts on notes payable incurred in connections with our 2010 acquisitions. In addition, for the 6 months ended June 30, 2010, we had interest rate swaps that reduced our interest payments and expense by approximately $0.8 million. The interest rate swaps were terminated in fourth quarter of 2010.

Income tax benefit was $2.5 million for the six months ended June 30, 2011, an increase of $1.7 million, or 193.7%, as compared to $0.8 million during the same period last year. The increase is due in part to the recording of a $0.9 million income tax benefit related to the reversal of uncertain tax positions for which the statute of limitations had expired. In addition, our effective tax rate differs from our statutory tax rate primarily because our legal entity structure includes different tax filing entities, including a significant number of partnerships that are not subject to paying tax.

Supplemental data

The following table presents supplemental operating data for the periods presented:


	Three Months Ended June 30, 2011		Three Months Ended June 30, 2010		Six Months Ended June 30, 2011		Six Months Ended June 30, 2010

Operating Data:
Interments performed		11,096		9,917		22,780		19,401

Interment rights sold:
Lots		8,373		6,264		14,278		12,364
Mausoleum crypts (including pre-construction)		940		573		1,548		1,152
Niches		320		278		582		521


Total interment rights sold		9,633		7,115		16,408		14,037


Number of contracts written		27,152		24,175		51,139		43,956
Aggregate contract amount, in thousands (excluding interest)	$	64,232	$	57,543	$	121,135	$	106,981
Average amount per contract (excluding interest)	$	2,366	$	2,380	$	2,369	$	2,434

Number of pre-need contracts written		13,653		11,855		25,215		21,764
Aggregate pre-need contract amount, in thousands (excluding interest)	$	41,790	$	36,990	$	77,200	$	69,442
Average amount per pre-need contract (excluding interest)	$	3,061	$	3,120	$	3,062	$	3,191

Number of at-need contracts written		13,499		12,320		25,924		22,192
Aggregate at-need contract amount, in thousands	$	22,442	$	20,553	$	43,935	$	37,539
Average amount per at-need contract	$	1,663	$	1,668	$	1,696	$	1,692

Liquidity and Capital Resources

Overview

Our primary short-term liquidity needs are to fund general working capital requirements, repay our debt obligations, service our debt, make routine maintenance capital improvements and pay distributions. We will need additional liquidity to construct mausoleum and lawn crypts on the grounds of our cemetery properties.

Our primary sources of liquidity are cash flow from operations and amounts available under our credit facilities as described below. In the past, we have been able to increase our liquidity through long-term bank borrowings and the issuance of additional common units and other partnership securities, including debt, subject to the restrictions in our existing debt obligations.

We believe that cash generated from operations and our borrowing capacity under our credit facilities, which is discussed below, will be sufficient to meet our working capital requirements as well as our anticipated capital expenditures for the foreseeable future.

In addition to macroeconomic conditions, our ability to satisfy our debt service obligations, fund planned capital expenditures, make acquisitions and pay distributions to partners will depend upon our future operating performance. Our operating performance is primarily dependent on the sales volume of customer contracts, the cost of purchasing cemetery merchandise that we have sold, the amount of funds withdrawn from merchandise trusts and perpetual care trusts and the timing and amount of collections on our pre-need installment contracts.

Long-term Debt

Purchase Agreement

On November 18, 2009, we entered into a Purchase Agreement (the “Purchase Agreement”) by and among StoneMor Operating LLC (the “Operating Company”), Cornerstone Family Services of West Virginia Subsidiary, Inc. (“CFS West Virginia”), Osiris Holding of Maryland Subsidiary, Inc. (“Osiris”), the Partnership, the subsidiary guarantors named in the Purchase Agreement (together with the Company, the “Note Guarantors”) and Bank of America Securities LLC (“BAS”), acting on behalf of itself and as the representative for the other initial purchasers named in the Purchase Agreement (collectively, the “Initial Purchasers”). Pursuant to the Purchase Agreement, the Operating Company, CFS West Virginia and Osiris (collectively, the “Issuers”), each the Company’s wholly-owned subsidiary, as joint and several obligors, agreed to sell to the Initial Purchasers $150.0 million aggregate principal amount of 10.25% Senior Notes due 2017 (the “Senior Notes”), with an original issue discount of approximately $4.0 million, in a private placement exempt from the registration requirements under the Securities Act, for resale by the Initial Purchasers (i) to qualified institutional buyers pursuant to Rule 144A under the Securities Act or (ii) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act (the “Notes Offering”). The Notes Offering closed on November 24, 2009.

Indenture

On November 24, 2009, the Issuers, us and the other Note Guarantors entered into an indenture (the “Indenture”), among the Issuers, us, the other Note Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”) governing the Senior Notes.

The Indenture requires us, the Issuers and/or the Note Guarantors, as applicable, to comply with various covenants including, but not limited to, covenants that, subject to certain exceptions, limit our and our subsidiaries’ ability to (i) incur additional indebtedness; (ii) make certain dividends, distributions, redemptions or investments; (iii) enter into certain transactions with affiliates; (iv) create, incur, assume or permit to exist certain liens against their assets; (v) make certain sales of their assets; and (vi) engage in certain mergers, consolidations or sales of all or substantially all of their assets. The Indenture also contains various affirmative covenants regarding, among other things, delivery of certain reports filed with the SEC and materials required pursuant to Rule 144A under the Securities Act to holders of the Senior Notes and joinder of future subsidiaries as Note Guarantors under the Indenture. We were in compliance with all covenants at June 30, 2011.

Note Purchase Agreement

On August 15, 2007, we entered into, along with the General Partner and certain of our subsidiaries, (collectively, the “Note Issuers”) the Amended and Restated Note Purchase Agreement (the “NPA”) with Prudential Investment Management Inc., The Prudential Insurance Company of America, Prudential Retirement Insurance and Annuity Company, certain affiliates of Prudential Investment Management Inc., iStar Financial Inc., SFT I, Inc., and certain affiliates of iStar Financial Inc. (collectively, the “Note Purchasers”). The NPA was amended seven times prior to January 28, 2011 to amend borrowing levels, interest rates and covenants. Capitalized terms which are not defined in the following description shall have the meaning assigned to such terms in the NPA, as amended.

On January 28, 2011, and in connection with our February 2011 follow on public offering of common units, we entered into the Eighth Amendment to the Amended and Restated Credit Agreement. This amendment included the Lenders’ consent to the use of a portion of the proceeds from the public offering of common units to redeem in full the outstanding $17.5 million of 12.5% Series B and $17.5 million of 12.5% Series C Senior Notes due August 2012 and to pay an aggregate make-whole premium of $4.0 million related thereto, which represented our final obligations outstanding under the NPA.

Acquisition Credit Facility and Revolving Credit Facility

On April 29, 2011, we entered into the Second Amended and Restated Credit Agreement (the “Credit Agreement”) among the Operating Company as the Borrower, each of the subsidiaries of the Operating Company as additional Borrowers, the General Partner and us as Guarantors, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The terms of the Credit Agreement are substantially the same as the terms of the prior agreement which was entered into on August 15, 2007 and amended eight times prior to entering into the Credit Agreement. The primary purpose of entering into the Credit Agreement was to consolidate the amendments to the prior agreement and to update outdated references. The current terms of the Credit Agreement are set forth below. Capitalized terms which are not defined in the following description shall have the meaning assigned to such terms in the Credit Agreement.

•

with respect to a Eurodollar Rate Loan, the higher of the British Bankers Association LIBOR Rate or 2.0%; and

•

with respect to a Base Rate Loan, the British Bankers Association LIBOR Rate.

The maturity date of the Credit Facility is January 29, 2016. Our maximum Consolidated Leverage Ratio, which is the ratio of Consolidated Funded Indebtedness to Consolidated EBITDA, is 3.65 to 1.0 for all Measurement Periods ending after December 31, 2010. In addition, we will not be permitted to have Maintenance Capital Expenditures, as defined in the agreement, for any Measurement Period ending in 2011, 2012 and 2013 exceeding $4.6 million, $5.2 million and $5.8 million, respectively, or $6.5 million for any Measurement Period ending in 2014 or thereafter. Further, we will not permit:

•

Consolidated Fixed Charge Coverage Ratio to be less than 1.15x for any Measurement Period ending in 2011, or 1.20x for any Measurement Period thereafter.

On August 4, 2011, we entered into the First Amendment to the Credit Agreement (the “First Amendment”) to provide that we may not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.08x for any Measurement Period ending in the second and third fiscal quarters of 2011, 1.15x for any Measurement Period ending in the fourth quarter of 2011, or 1.20x thereafter. This amendment was effective on a retroactive basis to June 30, 2011.

The Credit Agreement contains restrictive covenants that, among other things, prohibit distributions upon defined events of default, restrict investments and sales of assets and require us to maintain certain financial covenants, including specified financial ratios. A material decrease in revenues could cause us to breach certain of our financial covenants, such as the Consolidated Leverage Ratio, Consolidated Fixed Charge Coverage Ratio and the Consolidated EBITDA covenant, under our Credit Agreement. Any such breach could allow the Lenders to accelerate (or create cross-default under) our debt which would have a material adverse effect on our business, financial condition or results of operations. As of June 30, 2011, after giving effect to the First Amendment, we were in compliance with all covenants. See Note 8 to our Condensed Consolidated Financial Statements for additional information regarding the Credit Agreement.

Amounts outstanding under our credit facilities fluctuated during the six months ended June 30, 2011 and 2010. At the beginning of 2011, we had $33.5 million outstanding on our credit facilities which we repaid in February of 2011. We did not have any additional borrowings on our credit facilities from this point through the end of May 2011, when we borrowed $8.0 million. At the beginning of 2010, we did not have any amounts outstanding on our credit facilities, but we increased our borrowings at various times during the next 6 months, primarily in connection with acquisitions, until we had $53.0 million outstanding on June 30, 2010. The average amounts borrowed under our credit facilities were $8.9 million and $15.3 million for the six months ended June 30, 2011 and 2010, respectively.

Cash Flow from Operating Activities

Cash flows used in operating activities were $3.1 million during the six months ended June 30, 2011, a decrease of $5.6 million compared to cash provided by operating activities of $2.5 million during the same period last year. The decrease is primarily due to cash flows into the merchandise trusts and a reduction in accounts payable.

Cash Flow from Investing Activities

Net cash used in investing activities was $9.3 million during the six months ended June 30, 2011 as compared to $40.4 million during the same period last year. Cash flows used for investing activities during the six months ended June 30, 2011 were $3.8 million for the acquisition of six cemetery properties and four funeral homes and $5.5 million for other capital expenditures compared to $37.0 million utilized for the acquisition of seventeen cemetery and five funeral home properties and $3.5 million for other capital expenditures during the six months ended June 30, 2010.

Cash Flow from Financing Activities

Cash flows provided by financing activities were $17.6 million during the six months ended June 30, 2011 as compared to $37.9 million during the same period last year. Cash flows provided by financing activities for the six months ended June 30, 2011 were $103.2 million of proceeds from our public offering and a contribution from our general partner of $2.2 million offset by net repayments of long-term debt of $61.6 million, cash distributions to unit holders of $21.1 million and the payment of a $4.0 million make-whole premium related to the pay-off of $35.0 million in senior secured notes. Cash flows provided by financing activities for the six months ended June 30, 2010 were $53.2 million of net borrowings, which were in turn primarily used to fund our first and second quarter 2010 acquisitions, offset by $15.4 million of cash distributions to unit holders.

Capital Expenditures

The following table summarizes total maintenance capital expenditures and expansion capital expenditures, including expenditures for the construction of mausoleums and for acquisitions, for the periods presented:


	Three months ended June 30,				Six months ended June 30,
	2011		2010		2011		2010
	(In thousands)				(In thousands)

Maintenance capital expenditures	$	1,445	$	2,269	$	3,204	$	2,657
Expansion capital expenditures		3,714		23,343		6,120		37,773


Total capital expenditures	$	5,159	$	25,612	$	9,324	$	40,430

Pursuant to our partnership agreement, in connection with determining operating cash flows available for distribution, costs to construct mausoleum crypts and lawn crypts may be considered to be a combination of maintenance capital expenditures and expansion capital expenditures depending on the purposes for construction. Our general partner, with the concurrence of its conflicts committee, has the discretion to determine how to allocate a capital expenditure for the construction of a mausoleum crypt or a lawn crypt between maintenance capital expenditures and expansion capital expenditures. In addition, maintenance capital expenditures for the construction of a mausoleum crypt or a lawn crypt are not subtracted from operating surplus in the quarter incurred but rather is subtracted from operating surplus ratably during the estimated number of years it will take to sell all of the available spaces in the mausoleum or lawn crypt. Estimated life is determined by our general partner, with the concurrence of its conflicts committee.

Seasonality

The death care business is relatively stable and predictable. Although we experience seasonal increases in deaths due to extreme weather conditions and winter flu, these increases have not historically had any significant impact on our results of operations. In addition, we perform fewer initial openings and closings in the winter when the ground is frozen.

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

The information presented below should be read in conjunction with the notes to our unaudited condensed consolidated financial statements included under Part I “Item 1 – Financial Statements” in this Quarterly Report on Form 10-Q.

The market risk inherent in our market risk sensitive instruments and positions is the potential change arising from increases or decreases in interest rates and the prices of marketable equity securities, as discussed below. Our exposure to market risk includes forward-looking statements and represents an estimate of possible changes in fair value or future earnings that would occur assuming hypothetical future movements in interest rates or debt and equity markets. Our views on market risk are not necessarily indicative of actual results that may occur and do not represent the maximum possible gains and losses that may occur, since actual gains and losses will differ from those estimated, based on actual fluctuations in interest rates, equity markets and the timing of transactions. We classify our market risk sensitive instruments and positions as “other than trading.”

Interest-Bearing Investments

Our fixed-income securities subject to market risk consist primarily of investments in our merchandise trusts and perpetual care trusts. As of June 30, 2011, the fair value of fixed-income securities in our merchandise trusts represented 3.8% of the fair value of total trust assets while the fair value of fixed-income securities in our perpetual care trusts represented 9.4% of the fair value of total trust assets. The aggregate quoted fair value of these fixed-income securities was $12.7 million and $24.0 million in merchandise trusts and perpetual care trusts, respectively, as of June 30, 2011. Each 1% change in interest rates on these fixed-income securities would result in changes of approximately $127,000 and $240,000 in the fair market value of the assets in our merchandise trusts and perpetual care trusts, respectively, based on discounted expected future cash flows. If these securities are held to maturity, no change in fair market value will be realized.

Our money market and other short-term investments subject to market risk consist primarily of investments in our merchandise trusts and perpetual care trusts. As of June 30, 2011, the fair value of money market and short-term investments in our merchandise trusts represented 7.8% of the fair value of total trust assets while the fair value of money market and short-term investments in our perpetual care trusts represented 5.7% of the fair value of total trust assets. The aggregate quoted fair value of these money market and short-term investments was $25.7 million and $14.6 million in merchandise trusts and perpetual care trusts, respectively, as of June 30, 2011. Each 1% change in interest rates on these money market and short-term investments would result in changes of approximately $257,000 and $146,000 in the fair market value of the assets in our merchandise trusts and perpetual care trusts, respectively.

Marketable Equity Securities

Our marketable equity securities subject to market risk consist primarily of investments held in our merchandise trusts and perpetual care trusts. These assets consist of both individual equity securities as well as closed and open ended mutual funds. As of June 30, 2011, the fair value of marketable individual equity securities in our merchandise trusts represented 20.8% of the fair value of total trust assets while the fair value of marketable individual equity securities in our perpetual care trusts represented 18.1% of total trust assets. The aggregate quoted fair market value of these marketable individual equity securities was $69.0 million and $46.3 million in merchandise trusts and perpetual care trusts, respectively, as of June 30, 2011, based on final quoted sales prices. Each 10% change in the average market prices of the individual equity securities would result in a change of approximately $6.9 million and $4.6 million in the fair market value of securities held in merchandise trusts and perpetual care trusts, respectively. As of June 30, 2011, the fair value of marketable closed and open ended mutual funds in our merchandise trusts represented 63.2% of the fair value of total trust assets while the fair value of closed and open ended mutual funds in our perpetual care trusts represented 66.3% of total trust assets. The aggregate quoted fair market value of these closed and open ended mutual funds was $210.0 million and $169.4 million in merchandise trusts and perpetual care trusts, respectively, as of June 30, 2011, based on final quoted sales prices. Each 10% change in the average market prices of the closed and open ended mutual funds would result in a change of approximately $21.0 million and $16.9 million in the fair market value of securities held in merchandise trusts and perpetual care trusts, respectively.

Investment Strategies and Objectives

Our internal investment strategies and objectives for funds held in merchandise trusts and perpetual care trusts are specified in an Investment Policy Statement which requires us to do the following:

•

State in a written document our expectations, objectives, tolerances for risk and guidelines in the investment of our assets;

•

Set forth a disciplined and consistent structure for managing all trust assets. This structure is based on a long-term asset allocation strategy, which is diversified across asset classes, investment styles and strategies. We believe this structure is likely to meet our stated objectives within our tolerances for risk and variability. This structure also includes ranges around the target allocations allowing for adjustments when appropriate to reduce risk or enhance returns. It further includes guidelines for the selection of investment managers and vehicles through which to implement the investment strategy;

•

Provide specific guidelines for each investment manager. These guidelines control the level of overall risk and liquidity assumed in each portfolio;

•

Appoint third-party investment advisors to oversee the specific investment managers and advise our Trust and Compliance Committee; and

•

Establish criteria to monitor, evaluate and compare the performance results achieved by the overall trust portfolios and by our investment managers. This allows us to compare the performance results of the trusts to our objectives and other benchmarks, including peer performance, on a regular basis.

Our investment guidelines are based on relatively long investment horizons, which vary with the type of trust. Because of this, interim fluctuations should be viewed with appropriate perspective. The strategic asset allocation of the trust portfolios is also based on this longer-term perspective. However, in developing our investment policy, we have taken into account the potential negative impact on our operations and financial performance of significant short-term declines in market value.

We recognize the challenges we face in achieving our investment objectives in light of the uncertainties and complexities of contemporary investment markets. Furthermore, we recognize that, in order to achieve the stated long-term objectives, we may have short-term declines in market value. Given the need to maintain consistent values in the portfolio, we have attempted to develop a strategy which is likely to maximize returns and earnings without experiencing overall declines in value in excess of 3% over any 12-month period.

In order to consistently achieve the stated return objectives within our tolerance for risk, we use a strategy of allocating appropriate portions of our portfolio to a variety of asset classes with attractive risk and return characteristics, and low to moderate correlations of returns. See the notes to our unaudited condensed consolidated financial statements for a breakdown of the assets held in our merchandise trusts and perpetual care trusts by asset class.

Debt Instruments

Our Acquisition Credit Facility and Revolving Credit Facility bear interest at a floating rate, based on LIBOR, which is adjusted quarterly. These credit facilities will subject us to increases in interest expense resulting from movements in interest rates. As of June 30, 2011, we had $8.0 million of borrowings outstanding under our Revolving Credit Facility and did not have any outstanding borrowings under our or Acquisition Credit Facility. After borrowings, our availability under the Acquisition Credit Facility and Revolving Credit Facility is $65.0 million and $47.0 million, respectively. The interest rate on these facilities was 5.25% at June 30, 2011.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Disclosure Committee and management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon, and as of the date of this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in our reports under the Securities Exchange Act of 1934 as amended is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II – Other Information

Item 1.

Legal Proceedings

We and certain of our subsidiaries are parties to legal proceedings that have arisen in the ordinary course of business. We do not expect these 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 funeral home and cemetery industries. Although there can be no assurance that such insurance will be sufficient to protect us against all contingencies, we believe that our insurance protection is reasonable in view of the nature and scope of our operations.

Item 1A.

Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and in other reports filed with the SEC which could materially affect our business, financial condition or future results.

The risks described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and in other reports filed with the SEC are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors, including the risks faced by us described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

(Removed and Reserved).

Item 5.

Other Information.

First Amendment to Credit Agreement

On August 4, 2011, the Company entered into the First Amendment to the Credit Agreement (the “First Amendment”) among the Operating Company as the Borrower, each of the subsidiaries of the Operating Company as additional Borrowers, the General Partner and the Company, the Lenders identified therein, and Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer. The First Amendment amended the Credit Agreement to provide that the Company may not permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.08x for any Measurement Period ending in the second and third fiscal quarters of 2011, 1.15x for any Measurement Period ending in the fourth quarter of 2011, or 1.20x thereafter. This amendment was effective on a retroactive basis to June 30, 2011.

The foregoing summary of the First Amendment is not complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 10.4 hereto and is incorporated by reference herein.

Item 6.

Exhibits


Exhibit Number		Description

10.1		Second Amended and Restated Credit Agreement, dated April 29, 2011, among StoneMor Operating LLC, each of its Subsidiaries, StoneMor GP LLC, StoneMor Partners L.P., the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on May 5, 2011).

10.2		Amended and Restated Security Agreement, dated April 29, 2011, among StoneMor GP LLC, StoneMor Partners L.P., StoneMor Operating LLC, the Subsidiary Debtors listed therein and Bank of America, N.A. as Collateral Agent (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on May 5, 2011).

10.3		Amended and Restated Pledge Agreement, dated April 29, 2011, among StoneMor GP LLC, StoneMor Partners L.P., StoneMor Operating LLC, the Subsidiary Pledgors listed therein and Bank of America, N.A. as administrative and collateral agent (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed on May 5, 2011).

10.4		First Amendment to Second Amended and Restated Credit Agreement, dated August 4, 2011, among StoneMor Operating LLC, each of its Subsidiaries, StoneMor GP LLC, StoneMor Partners L.P., the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

31.1		Certification pursuant to Exchange Act Rule 13a-14(a) of Lawrence Miller, Chief Executive Officer, President and Chairman of the Board of Directors.

31.2		Certification pursuant to Exchange Act Rule 13a-14(a) of William R. Shane, Executive Vice President and Chief Financial Officer.

32.1		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 Lawrence Miller, Chief Executive Officer, President and Chairman of the Board of Directors (furnished herewith).

32.2		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 William R. Shane, Executive Vice President and Chief Financial Officer (furnished herewith).

101		Attached as Exhibit 101 to this report are the following Interactive Data Files formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2011, and December 31, 2010; (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2011 and 2010; (iii) Condensed Consolidated Statement of Partners’ Capital; (iv) Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2011 and 2010; and (v) Notes to the Condensed 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 Partners, L.P.

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

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


				STONEMOR PARTNERS L.P.
				By: StoneMor GP LLC
				its general partner

August 9, 2011				/s/ Lawrence Miller
				Lawrence Miller
				Chief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer)

August 9, 2011				/s/ William R. Shane
				William R. Shane
				Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit Index


Exhibit Number		Description

10.1		Second Amended and Restated Credit Agreement, dated April 29, 2011, among StoneMor Operating LLC, each of its Subsidiaries, StoneMor GP LLC, StoneMor Partners L.P., the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on May 5, 2011).

10.2		Amended and Restated Security Agreement, dated April 29, 2011, among StoneMor GP LLC, StoneMor Partners L.P., StoneMor Operating LLC, the Subsidiary Debtors listed therein and Bank of America, N.A. as Collateral Agent (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on May 5, 2011).

10.3		Amended and Restated Pledge Agreement, dated April 29, 2011, among StoneMor GP LLC, StoneMor Partners L.P., StoneMor Operating LLC, the Subsidiary Pledgors listed therein and Bank of America, N.A. as administrative and collateral agent (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed on May 5, 2011).

10.4		First Amendment to Second Amended and Restated Credit Agreement, dated August 4, 2011, among StoneMor Operating LLC, each of its Subsidiaries, StoneMor GP LLC, StoneMor Partners L.P., the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

31.1		Certification pursuant to Exchange Act Rule 13a-14(a) of Lawrence Miller, Chief Executive Officer, President and Chairman of the Board of Directors.

31.2		Certification pursuant to Exchange Act Rule 13a-14(a) of William R. Shane, Executive Vice President and Chief Financial Officer.

32.1		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 Lawrence Miller, Chief Executive Officer, President and Chairman of the Board of Directors (furnished herewith).

32.2		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 William R. Shane, Executive Vice President and Chief Financial Officer (furnished herewith).

101		Attached as Exhibit 101 to this report are the following Interactive Data Files formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2011, and December 31, 2010; (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2011 and 2010; (iii) Condensed Consolidated Statement of Partners’ Capital; (iv) Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2011 and 2010; and (v) Notes to the Condensed 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 Partners, L.P.