ACQUISITIONS

On October 9, 2019, we acquired four funeral home businesses in Buffalo, New York for $15.3 million in cash. On October 28, 2019, we acquired one funeral home and cemetery combination business, three funeral home businesses and three ancillary service businesses, which consist of a flower shop, a pet cremation business and an online cremation business, in the Dallas, Texas area for $23.6 million in cash. We acquired substantially all the assets and assumed certain operating liabilities of these businesses.

On December 31, 2019, pursuant to the Transactions Agreement dated November 25, 2019 with Calvary Memorial Park, Inc. and Fairfax Memorial Funeral Home, LLC (“the Agreement“), all of the outstanding equity interests of the Fairfax, Virginia funeral and cemetery combination businesses were acquired for $102.0 million in cash. The funeral home business was operated by a limited liability company that was treated as a partnership for federal tax purposes prior to the acquisition date, and therefore, the acquisition of all of the outstanding membership units of the partnership were treated as an asset acquisition. The cemetery business was operated by an S corporation prior to the acquisition date, and therefore, consent was obtained from the selling S corporation shareholders to make a 338(h)(10) election under the Internal Revenue Code (“the Election”), which allowed us to treat the acquisition of the stock of the cemetery business as an asset acquisition and allowed us to record the assets and liabilities at fair value. Pursuant to the Agreement, a portion of the purchase price is being held in escrow to reimburse the sellers for certain incremental taxes resulting from the Election. These funds must be distributed by December 31, 2020, and if they are not fully utilized, the remaining portion of such funds will be returned to us and the purchase price and goodwill will be reduced by that amount. A portion of the purchase price is also being held in escrow as an indemnity obligation holdback to cover potential indemnification obligations of the sellers, which will be released pursuant to the terms of the Agreement.

The pro forma impact of these acquisitions on prior periods is not presented, as the impact is not significant to our reported results. The results of the acquired businesses are reflected in our Consolidated Statements of Operations from the date of acquisition. As of December 31, 2019, our accounting for our 2019 acquisitions was not complete.

The following table summarizes the breakdown of the purchase price allocation for the businesses described above (in thousands):



	Purchase Price Allocation
Current assets	$	1,482
Preneed trust assets	15,891
Property, plant & equipment	21,680
Cemetery property	11,994
Goodwill	99,344
Intangible and other non-current assets	8,269
Assumed liabilities	(657		)
Preneed trust liabilities	(15,463		)
Deferred revenue	(1,633		)
Purchase price	$	140,907

The intangible and other non-current assets relate to the fair value of tradenames and agreements not-to-compete. The assumed liabilities primarily relate to the obligations associated with accounts payable and payroll related liabilities of the Fairfax, Virginia acquisition.

The following table summarizes the fair value of the assets acquired for these businesses (in thousands):



Acquisition Date	Type of Business	Market	Assets Acquired (Excluding Goodwill)		Goodwill Recorded		Liabilities and Debt Assumed
October 9, 2019	Four Funeral Homes	Buffalo, NY	$	8,147	$	7,135	$	—
October 28, 2019	One Funeral Home and Cemetery Combination, Three Funeral Homes and Three Ancillary Businesses	Dallas, TX	$	16,148	$	13,956	$	(6,479	)
December 31, 2019	One Funeral Home and Cemetery Combination	Fairfax, VA	$	35,021	$	78,253	$	(11,274	)

During 2018, we acquired two funeral home businesses in Fredericksburg, Virginia and one in Stafford, Virginia for $29.2 million in cash. We acquired a funeral home business in Cookeville, Tennessee for $2.8 million in cash. We also acquired one funeral home business on Knightdale, North Carolina for $6.0 million in cash.

The following table summarizes the breakdown of the purchase price allocation for the businesses acquired during 2018 (in thousands):



	Purchase Price Allocation
Current assets	$	166
Property, plant & equipment	17,543
Goodwill	16,777
Intangible and other non-current assets	3,863
Assumed liabilities	(399		)
Purchase price	$	37,950

The intangible and other non-current assets relate to the fair value of tradenames and agreements not-to-compete and the assumed liabilities relate to the obligations associated with certain financed automobiles we acquired.

The following table summarizes the fair value of the assets acquired for the businesses acquired during 2018 (in thousands):



Acquisition Date	Type of Business	Market	Assets Acquired (Excluding Goodwill)		Goodwill Recorded		Liabilities and Debt Assumed
July 10, 2018	Two Funeral Homes	Fredericksburg/Stafford, VA	$	13,210	$	15,990	$	—
August 21, 2018	One Funeral Home	Cookeville, TN	$	2,412	$	527	$	(189	)
August 28, 2018	One Funeral Home	Knightdale, NC	$	5,950	$	260	$	(210	)