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Acquisitions, Litigation, and Other Charges
6 Months Ended
Jun. 30, 2019
Acquisition, Litigation and Other Special Charges [Abstract]  
Acquisitions, Litigation, and Other Charges
Acquisition, Litigation, and Other Charges
The components of the charges included in acquisition, litigation, and other in our Condensed Consolidated Statements of Operations are as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
Acquisition, litigation, and other
2019
 
2018
 
2019
 
2018
Acquisition related costs
$
15,014

 
$
51

 
$
16,455

 
$
51

Litigation
467

 

 
1,377

 

 

 

 

 

Other:

 

 

 

Severance, equity award modifications and acceleration
2,641

 
(547
)
 
6,934

 
2,053

Non-offering related equity issuance expenses
(164
)
 

 
1,347

 
1,242

Non-recurring public company implementation costs

 
162

 

 
162

Terminated site operations costs
6

 
66

 
344

 
66

Total other
2,483

 
(319
)
 
8,625

 
3,523

 
 
 
 
 
 
 
 
Total acquisition, litigation, and other
$
17,964

 
$
(268
)
 
$
26,457

 
$
3,574



Business acquisition related costs include costs associated with transactions, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees. We also include integration costs pre- and post-acquisition that reflect work being performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to support future acquisitions, and primarily consist of professional services. We consider acquisition related costs to be corporate costs regardless of the segment or segments involved in the transaction. Business acquisition costs of approximately $15.0 million and $16.5 million for the three and six months ended June 30, 2019, respectively, primarily consisted of a $10.0 million investment advisory fee, employee retention expense, and non-capitalizable legal and professional fees related to the Cloverleaf and Lanier acquisitions. Refer to Note 3 for further information regarding acquisitions completed in the current year.

Litigation costs consist of expenses incurred in order to defend the Company from litigation charges outside of the normal course of business. Litigation costs incurred in connection with matters arising from the ordinary course of business are expensed as a component of selling, general and administrative expense on the Condensed Consolidated Statements of Operations. Litigation costs of $0.5 million and $1.4 million for the three and six months ended June 30, 2019, respectively, primarily relate to professional fees incurred in connection with ongoing litigation charges. Refer to Note 18 for discussion of ongoing material litigation. No litigation costs were incurred for the three and six months ended June 30, 2018, respectively, relating to litigation charges outside of the normal course of business.

Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies and reduction in workforce costs associated with exiting or selling non-strategic warehouses. Equity acceleration and modification costs represent the unrecognized expense for stock awards that vest and convert to common shares in advance of the original negotiated vesting date and any other equity award changes resulting in accounting for the award as a modification. For the six months ended June 30, 2019, severance, equity modification and acceleration expense consisted of $2.6 million of severance related to reduction in headcount as a result of the synergies created from the Cloverleaf Acquisition and organizational transformation of our international operations, $1.2 million of severance related to the departure of two former executives as well as $3.1 million of accelerated equity award vesting. The accelerated stock compensation charges related primarily to the resignation of a member of the Board of Trustees, which accelerated the vesting of 100,000 restricted stock units in accordance with the modified award agreement. For the six months ended June 30, 2018, equity modification expense consists of $2.0 million due to the grant made by the Board of Trustees to permit dividend equivalents to all participants in the 2010 Plan. Refer to Note 15 for further details of all equity modifications and equity acceleration.

Non-offering related equity issuance expense consists of non-registration statement related legal fees associated with the selling shareholder's secondary public offering completed during the first quarter of 2019, which consisted solely of shares sold by YF ART Holdings and Goldman Sachs and affiliates (see Note 1 for more information). The Company received no proceeds from the secondary offering. Non-offering related equity issuance expense of $1.2 million for the six months ended June 30, 2018 consisted of non-registration statement related costs and an Australian stamp duty tax related to the Company's IPO.

Non-recurring public company implementation costs of $0.2 million for the three and six months ended June 30, 2018 represent one-time costs associated with the implementation of financial reporting systems and processes needed to convert the organization to a public company. No such costs were incurred during the three and six months ended June 30, 2019.

Terminated site operations costs relates to repair expenses incurred to return leased sites to their original physical state at lease inception in connection with the termination of the applicable underlying lease. These terminations were part of our strategic efforts to exit or sell non-strategic warehouses as opposed to ordinary course lease expirations. Repair and maintenance expenses associated with our ordinary course operations are reflected as operating expenses on our Condensed Consolidated Statement of Operations.