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ACQUISITIONS AND DIVESTITURES
6 Months Ended
Jun. 30, 2021
Acquisitions And Divestitures [Abstract]  
ACQUISITIONS AND DIVESTITURES

2.

ACQUISITIONS AND DIVESTITURES

On March 23, 2021, the Company signed a definitive agreement to acquire four cemeteries located within its East Coast geographic footprint for a total purchase price of $5.4 million, subject to customary working capital adjustments. The transaction is expected to close by late fall of 2021, subject to customary due diligence and regulatory approval.

In the fourth quarter of 2019, the Company launched an asset sale program designed to divest assets at attractive multiples, reduce debt levels and improve cash flow and liquidity. The following divestitures have resulted from this program.

On January 3, 2020, the Company sold substantially all of the assets of Oakmont Memorial Park, Oakmont Funeral Home, Redwood Chapel, Inspiration Chapel and Oakmont Crematory located in California pursuant to the terms of an asset sale agreement (the “Oakmont Agreement”) with Carriage Funeral Holdings, Inc. for an aggregate cash purchase price of $33.0 million (the “Oakmont Sale”). The divested assets consisted of one cemetery, one funeral home and certain related assets. The Oakmont Sale resulted in a gain of $24.4 million for the Company, which is included in the accompanying condensed consolidated statement of operations for the nine months ended September 30, 2020. Net proceeds from the sale were used to redeem an aggregate $30.3 million principal amount of the 2024 Notes.

On April 7, 2020, the Company completed the sale of substantially all of the assets of the cemetery, funeral establishment and crematory commonly known as Olivet Memorial Park, Olivet Funeral and Cremation Services and Olivet Memorial Park & Crematory pursuant to the terms of an asset sale agreement (the “Olivet Agreement”) with Cypress Lawn Cemetery Association for an aggregate cash purchase price of $25.0 million, subject to certain adjustments (the “Olivet Sale”), and the assumption of certain liabilities, including $17.1 million in land purchase obligations. The Olivet Sale resulted in a gain of $7.2 million for the Company, which is included in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2020. The Company used net proceeds of $20.5 million to redeem additional 2024 Notes as required by the 2024 Indenture.

On November 3, 2020, the Company completed the sale of substantially all of the Company’s remaining California properties, consisting of five cemeteries, six funeral establishments and four crematories (the “Remaining California Assets”) pursuant to the terms of an asset sale agreement (the “California Agreement”) with certain entities owned by John Yeatman and Guy Saxton for a cash purchase price of $7.1 million, subject to certain closing adjustments (the “Remaining California Sale” and together with the Olivet Sale, the “Total California Sale”). The Company used net proceeds of $5.7 million to redeem $5.6 million in principal amount of additional 2024 Notes as required by the 2024 Indenture.

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 Company redeemed $6.7 million in principal amount of additional 2024 Notes as required by the 2024 Indenture.

The Clearstone Agreement to sell the Clearstone Assets, together with the other divestitures completed in 2020 described above, represented a strategic exit from the West Coast. Therefore, the results of operations of the Clearstone Assets, and of the businesses sold in 2020 for the period before their respective sales, have been presented as discontinued operations on the accompanying consolidated statements of operations for the six months ended June 30, 2021 and the three and six months ended June 30, 2020. Additionally, all of the assets and liabilities associated with the Clearstone Assets have been classified as held for sale on the accompanying consolidated balance sheets at December 31, 2020.

The following table summarizes the results of discontinued operations for the three and six months ended June 30, 2021 and 2020 (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Cemetery revenues

 

$

 

 

$

2,069

 

 

$

1,142

 

 

$

5,338

 

Funeral home revenues

 

 

 

 

 

2,037

 

 

 

1,146

 

 

 

4,911

 

Cost of goods sold

 

 

 

 

 

(293

)

 

 

(191

)

 

 

(804

)

Cemetery expense

 

 

 

 

 

(678

)

 

 

(233

)

 

 

(1,578

)

Selling expense

 

 

 

 

 

(403

)

 

 

(231

)

 

 

(1,401

)

General and administrative expense

 

 

 

 

 

(665

)

 

 

(151

)

 

 

(1,466

)

Depreciation and amortization

 

 

 

 

 

(41

)

 

 

(40

)

 

 

(186

)

Funeral home expenses

 

 

 

 

 

(1,641

)

 

 

(694

)

 

 

(3,809

)

Interest expense

 

 

 

 

 

(366

)

 

 

(166

)

 

 

(1,297

)

Income (loss) from discontinued operations before income taxes

 

 

 

 

 

19

 

 

 

582

 

 

 

(292

)

Net gain on sale of businesses

 

 

860

 

 

 

4,865

 

 

 

867

 

 

 

28,951

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

Net income from discontinued operations

 

$

860

 

 

$

4,884

 

 

$

1,449

 

 

$

28,659

 

The following table summarizes the major classes of assets and liabilities that have been classified as held for sale on the Company’s unaudited condensed consolidated balance sheets at December 31, 2020:

 

 

 

December 31, 2020

 

 

 

Clearstone

 

 

Other

 

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net of allowance

 

$

230

 

 

$

 

 

$

230

 

Prepaid expenses and other current assets

 

 

104

 

 

 

 

 

 

104

 

Total current assets held for sale

 

 

334

 

 

 

 

 

 

334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term accounts receivable, net of allowance

 

 

193

 

 

 

 

 

 

193

 

Cemetery property

 

 

3,492

 

 

 

350

 

 

 

3,842

 

Property and equipment, net of accumulated depreciation

 

 

2,529

 

 

 

 

 

 

2,529

 

Merchandise trusts, restricted, at fair value

 

 

14,831

 

 

 

 

 

 

14,831

 

Perpetual care trusts, restricted, at fair value

 

 

4,518

 

 

 

 

 

 

4,518

 

Deferred selling and obtaining costs

 

 

1,865

 

 

 

 

 

 

1,865

 

Other assets

 

 

463

 

 

 

 

 

 

463

 

Total assets held for sale

 

$

28,225

 

 

$

350

 

 

$

28,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

51

 

 

$

 

 

$

51

 

Other current liabilities

 

 

 

 

 

 

 

 

 

Total current liabilities held for sale

 

 

51

 

 

 

 

 

 

51

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenues

 

 

18,456

 

 

 

 

 

 

18,456

 

Perpetual care trust corpus

 

 

4,518

 

 

 

 

 

 

4,518

 

Other long-term liabilities

 

 

381

 

 

 

 

 

 

381

 

Total liabilities held for sale

 

$

23,406

 

 

$

 

 

$

23,406

 

 

 

The following table presents the depreciation and amortization, capital expenditures, sale proceeds and significant operating noncash items of the discontinued operations for the six months ended June 30, 2021 and 2020 (in thousands):

 

 

 

Six Months Ended June 30,

 

 

 

2021

 

 

2020

 

Cash flows from discontinued operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

40

 

 

$

186

 

Gain on sales of discontinued operations businesses

 

 

867

 

 

 

28,951

 

 

 

 

 

 

 

 

 

 

Cash flows from discontinued investing activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

$

10

 

 

$

35

 

Proceeds from sales of discontinued businesses

 

 

5,898

 

 

 

48,336