SERVICE CORP INTERNATIONAL
For the period ended Dec 31, 2023. Filed Feb 13, 2024.
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FY2023 · Filed Feb 13, 2024
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16. Acquisitions and Divestiture-Related Activities
PART II
- Acquisitions and Divestiture-Related Activities
Acquisitions
In 2023, we acquired 17 funeral homes and 2 cemeteries for $72.5 million in cash and $56.4 million for real estate transactions. This amount includes the use of $24.0 million in IRS Section 1031 exchange funds. This compares to $102.6 million and $121.4 million, net of cash acquired, for several business acquisitions, and $17.1 million and $26.6 million, net of cash acquired, for several real estate acquisitions for years ended December 31, 2022 and 2021, respectively.
The 2022 acquisitions include ten funeral homes and three cemeteries in California as part of two acquisitions (the "2022 California Businesses") for $71.2 million in cash. This amount includes the use of $13.2 million in IRS Section 1031 exchange funds.
The primary reasons for the acquisitions and the principal factors that contributed to the recognition of goodwill in these acquisitions were:
the acquisitions enhance our network footprint, enabling us to serve a number of new, complementary areas; and
the acquisitions of the preneed backlog of deferred revenues enhance our long-term stability.
The following table summarizes the fair values of the assets acquired and liabilities assumed (in thousands):
| Other current assets | $241 |
|---|---|
| Cemetery property | 9,815 |
| Property and equipment, net | 19,109 |
| Preneed receivables, net and trust investments | 6,539 |
| Indefinite-lived intangible assets | 14,257 |
| Deferred charges and other assets | 158 |
| Cemetery perpetual care trust investments | 6,461 |
| Goodwill | 36,234 |
| Total assets acquired | 92,814 |
| Current liabilities | 439 |
| Deferred revenue and deferred receipts held in trust | 12,599 |
| Care trusts' corpus | 6,461 |
| Other liabilities | 2,095 |
| Total liabilities assumed | 21,594 |
| Net assets acquired | $71,220 |
Goodwill, land, and certain identifiable intangible assets recorded in the acquisitions are not subject to amortization; however, the goodwill and intangible assets will be tested periodically for impairment. Of the $36.2 million in goodwill recognized, all of which is deductible for tax purposes, $17.3 million was allocated to our cemetery segment and $18.9 million was allocated to our funeral segment. The identified intangible assets are indefinite lived tradenames with a fair value of $14.3 million.
We incurred acquisition costs of $0.2 million, which is included in General and administrative expensesin our Consolidated Statement of Operations for the year ended December 31, 2022. The 2022 California Businesses contributed revenue of $1.9 million and net income of $0.5 million from acquisition through December 31, 2022.
The 2021 acquisitions include twenty-one funeral homes and one cemetery in two states as part of two acquisitions (the "Ohio and California Businesses") for $94.8 million in cash. This amount includes the use of $6.1 million in IRS Section 1031 exchange funds.
The primary reasons for the acquisitions and the principal factors that contributed to the recognition of goodwill in these acquisitions were:
the acquisitions enhance our network footprint, enabling us to serve a number of new, complementary areas; and
the acquisitions of the preneed backlog of deferred revenues enhance our long-term stability.
FORM 10-K 81
PART II
The following table summarizes the fair values of the assets acquired and liabilities assumed in the acquisitions (in thousands):
| Other current assets | $140 |
|---|---|
| Cemetery property | 2,918 |
| Property and equipment, net | 36,768 |
| Preneed receivables, net and trust investments | 7,732 |
| Finite-lived intangible assets | 3,900 |
| Indefinite-lived intangible assets | 24,734 |
| Deferred charges and other assets | 128 |
| Cemetery perpetual care trust investments | 1,484 |
| Goodwill | 29,683 |
| Total assets acquired | 107,487 |
| Current liabilities | 660 |
| Deferred revenue and deferred receipts held in trust | 7,204 |
| Care trusts' corpus | 1,484 |
| Other liabilities | 3,336 |
| Total liabilities assumed | 12,684 |
| Net assets acquired | $94,803 |
Goodwill, land, and certain identifiable intangible assets recorded in the acquisitions are not subject to amortization; however, the goodwill and intangible assets will be tested periodically for impairment. Of the $29.7 million in goodwill recognized, all of which is deductible for tax purposes, $1.5 million was allocated to our cemetery segment and $28.2 million was allocated to our funeral segment. The identified intangible assets comprise the following:
| Useful Life | Fair Value | |
|---|---|---|
| (Years) | (In thousands) | |
| Preneed customer relationships to insurance claims | 10 | $3,900 |
| Tradenames | Indefinite | 24,734 |
| Total intangible assets | $28,634 |
We incurred acquisition costs of $0.3 million, which is included in Corporate general and administrative expensesin our Consolidated Statement of Operations for the year ended December 31, 2021. The Ohio and California Businesses contributed revenue of $1.1 million and net income of $0.3 million from acquisition through December 31, 2021.
Divestiture-Related Activities
As divestitures occur in the normal course of business, gains or losses on the sale of such locations are recognized in the Consolidated Statement of Operations line item Gains on divestitures and impairment charges, net, which consist of the following:
| Years Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (In thousands) | |||
| Gains on divestitures, net | $12,543 | $10,923 | $28,573 |
| Impairment losses | (2,727) | (961) | (3,404) |
| Gains on divestitures and impairment charges, net | $9,816 | $9,962 | $25,169 |
82 Service Corporation International
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