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ACQUISITIONS AND DIVESTITURES
6 Months Ended
Jun. 30, 2022
Acquisitions And Divestitures [Abstract]  
ACQUISITIONS AND DIVESTITURES
2.
ACQUISITIONS AND DIVESTITURES

Acquisitions

On January 31, 2022, the Company acquired two cemeteries in Virginia for cash consideration of $5.1 million and on May 10, 2022 the Company acquired two cemeteries in North Carolina for cash consideration of $0.3 million, pursuant to a definitive agreement signed on March 23, 2021 with Daly Seven, Inc. to acquire the four cemeteries for a total purchase price of $5.4 million, subject to customary working capital adjustments.

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 and six months ended June 30, 2022, acquisition costs were $0.1 million and $0.9 million, respectively, 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

 

$

1,250

 

Cemetery property

 

 

4,438

 

Property and equipment

 

 

6,857

 

Merchandise trusts, restricted

 

 

5,706

 

Perpetual care trusts, restricted

 

 

5,013

 

Trade names

 

 

165

 

Total assets

 

 

23,429

 

Liabilities:

 

 

 

Deferred revenues

 

 

6,795

 

Perpetual care trust corpus

 

 

5,013

 

Total liabilities

 

 

11,808

 

Fair value of net assets acquired

 

 

11,621

 

Cash consideration paid

 

 

18,295

 

Deferred cash consideration

 

 

100

 

Total consideration

 

 

18,395

 

Goodwill from purchase

 

$

6,774

 

The Company recorded goodwill of $5.5 million and $1.3 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 $0.9 million and $1.2 million for the three and six months ended June 30, 2022, respectively, and net income related to the assets acquired was not considered material.

Divestitures

On April 22, 2022, the Company completed the sale of two cemetery properties located in Rhode Island (the “Rhode Island Sale”) for a total cash price of $0.2 million, resulting in a loss on sale of $43,000 for the three and six months ended June 30, 2022.

On May 24, 2021, the Company completed the sale of three cemetery properties located in Missouri (the “Missouri Sale”) for a total cash price of $0.7 million, resulting in a loss on sale of $1.7 million for the three and six months ended June 30, 2021.

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 six months ended June 30, 2021.

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

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

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

 

 

860

 

 

 

867

 

Income tax expense

 

 

 

 

 

 

Net income from discontinued operations

 

$

860

 

 

$

1,449

 

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

 

 

Six Months Ended June 30,

 

 

 

2021

 

Cash flows from discontinued operating activities:

 

 

 

Depreciation and amortization

 

$

40

 

Gain on sales of discontinued operations businesses

 

 

867

 

 

 

 

 

Cash flows from discontinued investing activities:

 

 

 

Capital expenditures

 

$

10

 

Proceeds from sales of discontinued businesses

 

 

5,898