Business Combinations (Tables)

9 Months Ended

Sep. 30, 2019

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The Company completed the acquisition of privately-held Cloverleaf on May 1, 2019. A summary of the preliminary fair value of the assets acquired and liabilities assumed for total cash consideration of $1.24 billion is as follows (in thousands):



	Preliminary Purchase Price Allocation
Assets
Land	$	60,834
Building and improvements	673,371
Machinery and equipment	135,941
Assets under construction	19,977
Operating lease right-of-use assets	1,254
Cash and cash equivalents	4,332
Restricted cash	526
Accounts receivable	21,492
Goodwill	117,650
Acquired identifiable intangibles:
Customer relationships	256,927
Trade names and trademarks	1,626
Other assets	6,942
Total assets	1,300,872
Liabilities
Accounts payable and accrued expenses	39,978
Notes payable	3,878
Operating lease obligations	1,254
Unearned revenue	3,536
Pension and postretirement benefits	859
Deferred tax liability	8,488
Total liabilities	57,993
Total consideration for Cloverleaf acquisition	$	1,242,879

The Company completed the acquisition of privately-held Lanier on May 1, 2019. A summary of the preliminary fair value of the assets acquired and liabilities assumed for total cash consideration of $82.6 million is as follows (in thousands):



	Preliminary Purchase Price Allocation
Assets
Land	$	4,580
Building and improvements	41,396
Machinery and equipment	18,331
Cash and cash equivalents	646
Accounts receivable	1,381
Operating and finance lease right-of-use assets	82
Goodwill	7,900
Customer relationships	10,392
Other assets	75
Total assets	84,783
Liabilities
Accounts payable and accrued expenses	1,497
Deferred tax liability	650
Operating and finance lease obligations	82
Total liabilities	2,229
Total consideration for Lanier acquisition	$	82,554

Schedule of Pro Forma Financial Information

The accompanying unaudited pro forma condensed consolidated financial statements exclude the results of the Lanier acquisition, which was deemed immaterial, and are provided for illustrative purposes only and do not purport to represent what the actual Condensed Consolidated Statements of Operations of the Company or the Operating Partnership would have been had the Cloverleaf Acquisition occurred on the dates assumed, nor are they necessarily indicative of what the results of operations would be for any future periods.

Americold Realty Trust and Subsidiaries



	Pro forma (unaudited)
	(in thousands, except per share data)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Total revenue	$	466,182	$	456,209	$	1,373,281	$	1,351,356
Net income available to common shareholders⁽¹⁾	$	27,874	$	20,805	$	29,178	$	882
Net income per share, diluted⁽²⁾	$	0.14	$	0.11	$	0.15	$	—

Americold Realty Operating Partnership, L.P. and Subsidiaries



	Pro forma (unaudited)
	(in thousands, except per share data)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Total revenue	$	466,182	$	456,209	$	1,373,281	$	1,351,356
Net income available to common unitholders⁽¹⁾	$	27,874	$	20,838	$	29,178	$	882
Net income per unit, diluted⁽²⁾	$	0.15	$	0.11	$	0.15	$	—

⁽¹⁾ Pro forma net income available to common shareholders was adjusted to exclude $0.8 million and $26.5 million of acquisition related costs incurred by the Company during the three and nine months ended September 30, 2019, respectively, and to include these charges in pro forma net income for the nine months ended September 30, 2018.

⁽²⁾Adjusted to give effect to the issuance of approximately 42.1 million common shares in connection with the Cloverleaf Acquisition.