Acquisitions

12 Months Ended

Dec. 31, 2020

On January 3, 2020, we acquired one funeral home and cemetery combination business in Lafayette, California for $33.0 million in cash, of which $5.0 million was deposited in escrow in 2019 and $28.0 million was paid at closing in 2020. We acquired substantially all of the assets and assumed certain operating liabilities of these businesses.

The pro forma impact of this acquisition on prior periods is not presented, as the impact is not significant to our reported results. The results of the acquired business are reflected on our Consolidated Statements of Operations from the date of acquisition.

Subsequent to our initial purchase price allocation for this acquisition made during the first quarter of 2020, we have adjusted our purchase price allocation based on additional information which became available prior to December 31, 2020.

The following table summarizes the breakdown of the purchase price allocation for our 2020 acquisition (in thousands):


	Initial Purchase Price Allocation		Adjustments		Adjusted Purchase Price Allocation
Current assets	$	2,662	$	108	$	2,770
Trust investments	9,089		—		9,089
Property, plant & equipment	1,720		—		1,720
Cemetery property	14,753		82		14,835
Goodwill	12,916		500		13,416
Intangible and other non-current assets	2,506		(628)		1,878
Assumed liabilities	(489)		$	—	$	(489)
Deferred tax liability	(527)		(5)		(532)
Trust liabilities	(9,089)		—		(9,089)
Deferred revenue	(541)		(57)		(598)
Purchase price	$	33,000	$	—	$	33,000

The current assets primarily relate to preneed cemetery receivables. The intangible and other non-current assets primarily relate to the fair value of tradenames. The assumed liabilities primarily relate to the obligations associated with delivered preneed merchandise that were not paid for prior to acquisition. The goodwill recorded for our 2020 acquisition is expected to be deductible for tax purposes. As of December 31, 2020, our accounting for our 2020 acquisition is complete.

On October 9, 2019, we acquired four funeral home businesses in Buffalo, New York for $15.3 million in cash. On October 28, 2020, 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 Rockwall, Texas area for $23.6 million in cash.

On December 31, 2019, pursuant to the Transactions Agreement dated November 25, 2019 with Calvary Memorial Park, Inc. and Fairfax Memorial Funeral Home, LLC, all of the outstanding equity interests of one funeral and cemetery combination business in Fairfax, Virginia were acquired for $102.0 million in cash.

The following table summarizes the fair value of the assets acquired for our 2020 acquisition (in thousands):


Acquisition Date	Type of Business	Market	Assets Acquired (Excluding Goodwill)		Goodwill Recorded		Liabilities and Debt Assumed
January 3, 2020	One Funeral Home and Cemetery Combination	Lafayette, CA	$	30,292	$	13,416	$	(10,708)

We recorded adjustments to the purchase price allocation for our 2019 acquisitions during the year ended December 31, 2020. The following table summarizes the breakdown of the purchase price allocation for these businesses and the subsequent adjustments made based on additional information which became available subsequent to the acquisitions (in thousands):


	Initial Purchase Price Allocation		Adjustments		Adjusted Purchase Price Allocation
Current assets	$	1,482	$	204	$	1,686
Trust investments	15,891		—		15,891
Property, plant & equipment	21,680		—		21,680
Cemetery property	11,994		(45)		11,949
Goodwill	99,344		638		99,982
Intangible and other non-current assets	8,269		(1,480)		6,789
Assumed liabilities	(657)		(145)		(802)
Trust liabilities	(15,463)		—		(15,463)
Deferred revenue	(1,633)		992		(641)
Purchase price	$	140,907	$	164	$	141,071

During the year ended December 31, 2020, we paid an additional $164,000 for our acquisition of the cemetery business in Fairfax, Virginia to reimburse the sellers for certain incremental taxes resulting from the 338(h)(10) election under the Internal Revenue Code. We also received $153,000 in cash related to the closing of all operating bank accounts in place prior to the acquisition. The goodwill recorded for our 2019 acquisitions is expected to be deductible for tax purposes. As of December 31, 2020, our accounting for our 2019 acquisitions is complete.

The following table summarizes the fair value of the assets acquired for our 2019 acquisitions based on our final purchase price allocation (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	$	7,942	$	7,340	$	—
October 28, 2019	One Funeral Home and Cemetery Combination, Three Funeral Homes and Three Ancillary Businesses	Rockwall, TX	$	15,878	$	14,226	$	(6,479)
December 31, 2019	One Funeral Home and Cemetery Combination	Fairfax, VA	$	34,175	$	78,416	$	(10,427)