Business Combination Business Combinations (Tables)

12 Months Ended

Dec. 31, 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 values of the assets acquired and liabilities assumed for total cash consideration of $1.24 billion, as well as adjustments made during 2019 (referred to as “measurement period adjustments”), is as follows (in thousands):



	Amounts Recognized as of the Acquisition Date		Measurement Period Adjustments ⁽¹⁾			Amounts Recognized as of the Acquisition Date (as Adjusted)⁽²⁾
Assets
Land	$	59,363	$	1,131		$	60,494
Buildings and improvements	687,821		(19,670		)	668,151
Machinery and equipment	144,825		822			145,647
Assets under construction	20,968		(3,994		)	16,974
Operating lease right-of-use assets	1,254		—			1,254
Cash and cash equivalents	4,332		—			4,332
Restricted cash	—		526			526
Accounts receivable	21,358		220			21,578
Goodwill	107,643		18,297			125,940
Acquired identifiable intangibles:
Customer relationships	241,738		8,608			250,346
Trade names and trademarks	1,623		—			1,623
Other assets	18,720		(11,668		)	7,052
Total assets	1,309,645		(5,728		)	1,303,917
Liabilities
Accounts payable and accrued expenses	30,905		12,598			43,503
Notes payable	17,179		(13,301		)	3,878
Operating lease obligations	1,254		—			1,254
Unearned revenue	3,536		—			3,536
Pension and postretirement benefits	2,020		(2,020		)	—
Deferred tax liability	9,063		(195		)	8,868
Total liabilities	63,957		(2,918		)	61,039
Total consideration for Cloverleaf acquisition	$	1,245,688	$	(2,810	)	$	1,242,878

⁽¹⁾ The measurement period adjustments recorded in 2019 did not have a significant impact on our Consolidated Statements of Operations for the year ended December 31, 2019.

⁽²⁾ The measurement period adjustments were primarily due to refinements to third party appraisals and carrying amounts of certain assets and liabilities, as well as adjustments to certain tax accounts based on, among other things, adjustments to deferred tax liabilities. The net impact of the measurement period adjustments results in a net increase to goodwill.

Business Acquisition, Pro Forma Information

The accompanying unaudited pro forma consolidated financial statements exclude the results of the Lanier acquisition, which was deemed immaterial. These statements are provided for illustrative purposes only and do not purport to represent what the actual 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)
	Years Ended December 31,
	2019		2018
Total revenue	$	1,859,265	$	1,829,048
Net income available to common shareholders⁽¹⁾	$	52,026	$	(3,232	)
Net income per share, diluted⁽²⁾	$	0.27	$	(0.02	)

Americold Realty Operating Partnership, L.P. and Subsidiaries



	Pro forma (unaudited)
	(in thousands, except per share data)
	Years Ended December 31,
	2019		2018
Total revenue	$	1,859,265	$	1,829,048
Net income available to common unitholders⁽¹⁾	$	52,026	$	(3,232	)
Net income per unit, diluted⁽²⁾	$	0.27	$	(0.02	)

⁽¹⁾ Pro forma net income available to common shareholders was adjusted to exclude $26.6 million of acquisition related costs incurred by the Company during the year ended December 31, 2019, and to include these charges in pro forma net income for the year ended December 31, 2018.

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