On January 31, 2022, the Company acquired two cemeteries in Virginia for cash consideration of $5.1 million, pursuant to a definitive agreement signed on March 23, 2021 with Daly Seven, Inc. to acquire four cemeteries for a total purchase price of $5.4 million, subject to customary working capital adjustments. The remaining two cemeteries, which are located in North Carolina, closed on May 10, 2022, see Note 17 Subsequent Events.

On March 1, 2022, the Company acquired one funeral home in Florida for cash consideration of $1.7 million, subject to customary working capital adjustments, pursuant to a definitive agreement signed on March 1, 2022 with MacDonald Funeral Home & Cremation, Inc.

On March 15, 2022, the Company acquired one combination cemetery and funeral home, a separate cemetery and a separate funeral home in West Virginia for cash consideration of $11.3 million, subject to customary working capital adjustments, pursuant to a definitive agreement signed on February 4, 2022 with Roselawn Acquisition Group LLC, Monte Vista Park LLC, CPJ LLC, and WV Memorial Properties LLC.

The Company accounted for these transactions under the acquisition method of accounting. Accordingly, the Company recorded the identifiable assets acquired and liabilities assumed at their respective acquisition date fair values. Costs associated with the acquisition of the assets noted were expensed as incurred. For the three months ended March 31, 2022, acquisition costs were $0.8 million and were included in corporate overhead on the condensed consolidated statement of operations. The following table summarizes the preliminary estimated fair values assigned to the assets acquired and liabilities assumed in the acquisitions at the respective acquisition dates (in thousands):


Assets:
Accounts receivable	$	808
Cemetery property		10,728
Property and equipment		2,140
Merchandise trusts, restricted		5,575
Perpetual care trusts, restricted		4,712
Total assets		23,963
Liabilities:
Deferred revenues		6,326
Perpetual care trust corpus		4,712
Total liabilities		11,038
Fair value of net assets acquired		12,925
Cash consideration paid		18,020
Deferred cash consideration		100
Total consideration		18,120
Goodwill from purchase	$	5,195

The Company recorded goodwill of $4.8 million and $0.4 million in the Cemetery Operations reporting segment and the Funeral Home Operations reporting segment, respectively, for the properties acquired, which is deductible for tax purposes. The goodwill recorded for the acquisitions mainly reflects the strategic fit and synergies expected from the acquisitions.

The estimated fair values of assets acquired and liabilities assumed presented above are provisional and are based on the information that was available as of the acquisition dates to estimate the fair value of assets acquired and liabilities assumed, including property and building values and deferred revenues. The Company believes the information provides a reasonable basis for estimating the fair values but the Company is waiting for additional information necessary to finalize those amounts. Therefore, the provisional measurements of fair value reflected are preliminary and subject to change, and such change could be significant. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no later than one year from the respective acquisition dates.

Revenue related to the assets acquired was $0.3 million for the three months ended March 31, 2022, and net income related to the assets acquired was not considered material.

On April 2, 2021, the Company completed the sale of substantially all of the Company’s assets in Oregon and Washington, consisting of nine cemeteries, ten funeral establishments and four crematories (the “Clearstone Assets”) pursuant to the terms of an asset sale agreement entered into on November 6, 2020 (the “Clearstone Agreement”) with Clearstone Memorial Partners, LLC for a net cash purchase price of $6.2 million, subject to certain adjustments (the “Clearstone Sale”). The Clearstone Agreement to sell the Clearstone Assets, together with other divestitures completed in 2020, represented a strategic exit from the west coast. Therefore, the results of operations of the Clearstone Assets have been presented as discontinued operations on the accompanying consolidated statement of operations for the three months ended March 31, 2021.

The following table summarizes the results of discontinued operations (in thousands):


	Three Months Ended March 31,
	2021
Cemetery revenues	$	1,142
Funeral home revenues		1,146
Cost of goods sold		(191	)
Cemetery expense		(233	)
Selling expense		(231	)
General and administrative expense		(151	)
Depreciation and amortization		(40	)
Funeral home expenses		(694	)
Interest expense		(166	)
Income from discontinued operations before income taxes		582
Net gain on sale of businesses		7
Income tax expense		—
Net income from discontinued operations	$	589

The following table presents the depreciation and amortization, capital expenditures, sale proceeds and operating noncash items of the discontinued operations (in thousands):


	Three Months Ended March 31,
	2021
Cash flows from discontinued operating activities:
Depreciation and amortization	$	40
Gain on sales of discontinued operations businesses		7

Cash flows from discontinued investing activities:
Capital expenditures	$	10