Business Combination (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

A summary of the preliminary fair values of the assets

acquired and liabilities assumed is as follows (in thousands):


	Preliminary Amounts Recognized as of the Acquisition Date
Assets
Land	$	29,352
Buildings and improvements	239,708
Machinery and equipment	63,596

Operating lease right-of-use assets	26,400

Cash and cash equivalents	7,894

Accounts receivable	11,894
Goodwill	42,737
Acquired identifiable intangibles:
Customer relationships	102,732


Other assets	303
Total assets	524,616
Liabilities
Accounts payable and accrued expenses	4,006

Operating lease obligations	26,400




Deferred tax liability	5,012
Total liabilities	35,418
Total consideration for the Hall’s acquisition	$	489,198

The Company completed the acquisition of Agro on December 30, 2020 for total consideration of $1.59 billion, including cash received of $47.5 million. This was comprised of cash consideration totaling $1.08 billion, of which $49.7 million was deferred, and the issuance of 14,166,667 common shares of beneficial interest to Oaktree, with a fair value of $512.1 million based upon the closing share price on December 29, 2020 of $36.15. Financing lease and sale-leaseback obligations associated with the acquisition totaled $119.9 million, as indicated in the table below, and when added to the total consideration transferred brings the total transaction cost to approximately $1.7 billion. A summary of the preliminary fair values of the assets acquired and liabilities

assumed is as follows (in thousands):


	Preliminary Amounts Recognized as of the Acquisition Date
Assets
Land	$	95,286
Buildings and improvements	778,170
Machinery and equipment	206,453

Operating lease right-of-use assets	191,229
Financing lease asset	46,845
Cash and cash equivalents	47,534

Accounts receivable	78,423
Goodwill	346,673
Acquired identifiable intangibles:
Customer relationships	333,501

Investment in partially owned entities	21,638
Other assets	20,038
Total assets	2,165,790
Liabilities
Accounts payable and accrued expenses	90,860

Operating lease obligations	191,229

Financing lease obligations	46,845
Sale-leaseback obligations	73,075

Deferred tax liability	175,719
Total liabilities	577,728
Total consideration for the Agro acquisition	$	1,588,062

The Company completed the acquisition of privately-held Cloverleaf on May 1, 2019. A summary of the final fair values of the assets acquired and liabilities assumed for total cash consideration of $1.24 billion, as well as adjustments made during the measurement period, is as follows (in thousands):


	Amounts Recognized as of the Acquisition Date		Measurement Period Adjustments (1)		Final 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		18,453		126,096
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		(5,572)		1,304,073
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		(39)		9,024
Total liabilities	63,957		(2,762)		61,195
Total consideration for Cloverleaf acquisition	$	1,245,688	$	(2,810)	$	1,242,878

(1) The adjustments recorded during the measurement period did not have a significant impact on our Consolidated Financial Statements for the year ended December 31, 2020. The measurement period ended one year after the Cloverleaf Acquisition, on April 30, 2020.

(2) The measurement period adjustments were primarily due to refinements to third party appraisals and refinements in 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 AM-C, Halls and Lanier acquisitions, which were deemed immaterial individually and in the aggregate based on quantitative

and qualitative considerations. Additionally, the Company has not presented pro forma combined results of operations for the acquisitions of Nova Cold and Newport, because the results of operations as reported in the accompanying Consolidated Statements of Operations would not have been materially different. These statements are provided for illustrative purposes only and do not purport to represent what the actual Consolidated Statements of Operations of the Company would have been had the Agro and Cloverleaf acquisitions occurred on the dates assumed, nor are they necessarily indicative of what the results of operations would be for any future periods.


Pro forma (unaudited)
(in thousands, except per share data)
	Year Ended December 31,
	2020		2019
Total revenue	$	2,517,351	$	2,380,458
Net income	$	8,831	$	79,671
Net income per share, diluted(2)	$	0.04	$	0.33

(1) Pro forma net income available to common shareholders was adjusted to exclude $22.7 million of acquisition related costs incurred by the Company in connection with the Agro Acquisition during the year ended December 31, 2020, and to include these charges in pro forma net income for the year ended December 31, 2019. Pro forma net income available to common shareholders was adjusted to exclude $36.8 million of acquisition related costs incurred by Agro in connection with the Agro Acquisition during the year ended December 31, 2020. Pro forma net income available to common shareholders was adjusted to exclude $26.6 million of acquisition related costs incurred by the Company in connection with the Cloverleaf Acquisition during the year ended December 31, 2019.

(2)Adjusted to give effect to the issuance of 46.1 million common shares in connection with the Agro Acquisition and 42.1 million common shares in connection with the Cloverleaf Acquisition.