The Company completed the acquisition of Liberty Freezers located in Canada on March 1, 2021 for total consideration of C$56.8 million, or $44.9 million, including cash received of C$1.7 million, or $1.3 million based on the exchange rate between the CAD and USD on the closing date of the transaction. The acquisition accounting related to the consideration transferred primarily included the preliminary fair values of the assets acquired and liabilities assumed including $3.2 million of land, $13.9 million of buildings and improvements, $3.7 million of machinery and equipment, $17.3 million of goodwill, $3.6 million of a customer relationship intangible asset, $21.2 million of operating lease right-of-use assets adjusted to reflect the favorable terms of the leases assumed at acquisition when compared with market terms, and $5.8 million of deferred tax liabilities, all of which are allocated to the Warehouse segment. The customer relationship asset has been preliminarily assigned a useful life of 25 years and is being amortized on a straight-line basis. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including the expanded presence in the Canadian market and leveraging integration experience to drive synergies.

The acquisition was completed through the acquisition of stock in Canada; as a result, no tax basis in goodwill exists for Canadian tax purposes. Deferred taxes may not be recorded for deductible goodwill unless the tax basis exceeds the book basis; therefore, the Company recorded no deferred taxes for tax deductible goodwill for Canadian tax purposes. Deductible goodwill exists for U.S. federal income tax purposes and will be available to reduce taxable income at the REIT, including any Global Intangible Low-Taxed Income (“GILTI”) inclusion associated with the foreign TRS in Canada. The preliminary acquisition accounting is based upon the Company’s estimates of fair value. The estimated fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management. The estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. The estimates and assumptions related to Property, buildings and equipment, Operating lease right-of-use assets and related obligations and Customer relationships were finalized during the year ended December 31, 2021. The financial results of the acquired operations have been included in the Warehouse segment since the date of the acquisition. We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. We will continue to evaluate these items until they are satisfactorily resolved and adjust our acquisition accounting accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805, Business Combinations.

The Company completed the acquisition of KMT Brrr! located in New Jersey on May 5, 2021 for total consideration of $70.8 million, including cash received of $0.5 million. The acquisition accounting related to the consideration transferred primarily included the preliminary fair values of the assets acquired and liabilities assumed including $8.4 million of land, $46.7 million of buildings and improvements, $11.5 million of machinery and equipment, $2.0 million of goodwill, and $1.1 million of a customer relationship intangible asset, which are primarily allocated to the Warehouse segment. The customer relationship asset has been preliminarily assigned a useful life of 25 years and is being amortized on a straight-line basis. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including the expanded presence in the New Jersey market and leveraging integration experience to drive synergies.

The KMT Brrr! acquisition was completed through the acquisition of all of the membership interests of certain limited liability companies and the acquisition allowed goodwill recorded to be deductible for federal income tax purposes. Deferred taxes may not be recorded for deductible goodwill unless the tax basis exceeds the book basis; therefore, the Company recorded no deferred taxes for deductible goodwill since the book basis of goodwill was equal to the tax basis of goodwill in this acquisition. Tax deductible goodwill will be available to reduce taxable income at both the REIT and its domestic TRS. The preliminary acquisition accounting is based upon the Company’s estimates of fair value. The estimated fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management. The estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. The financial results of the acquired operations have been included in the Warehouse and Transportation segments since the date of the acquisition. We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. We will continue to evaluate these items until they are satisfactorily resolved and adjust our acquisition accounting accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.

consideration of £75.0 million, or $106.4 million, including cash received of £2.4 million, or $3.4 million based on the exchange rate between the Pound Sterling and USD on the closing date of the transaction. The purchase price included deferred consideration of £8.3 million, or $11.8 million, which will be paid within 18 months from the date of acquisition. The acquisition accounting related to the consideration transferred primarily included the preliminary fair values of the assets acquired and liabilities assumed including $5.9 million of land, $32.8 million of buildings and improvements, $17.8 million of machinery and equipment, $32.2 million of goodwill, $25.3 million of a customer relationship intangible asset, and $10.7 million of deferred tax liabilities, all of which are allocated to the Warehouse segment. The customer relationship asset has been preliminarily assigned a useful life of 25 years and is being amortized on a straight-line basis. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including the expanded presence in the European market and leveraging integration experience to drive synergies.

The Bowman acquisition was completed through the acquisition of stock in the UK; as a result, no additional step-up in tax basis in goodwill in the UK was created aside from the inherited carryover tax basis that existed prior to the acquisition. The Company’s US deemed asset election under IRC section 338 will reduce the US income taxability of future foreign profits under the GILTI regime. The estimated fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management. During the year ended December 31, 2021, the Company finalized the estimates and assumptions for the Property, buildings and equipment. The remaining estimates and assumptions pertaining to Customer relationships are subject to change during the measurement period, not to exceed one year from the acquisition date. The financial results of the acquired operations have been included in the Warehouse segment since the date of the acquisition. We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. We will continue to evaluate these items until they are satisfactorily resolved and adjust our acquisition accounting accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.

The Company completed the acquisition of the assets of the ColdCo Companies located in Missouri and Nevada, on August 2, 2021 for total consideration of $20.7 million, including cash received of $0.3 million. The acquisition accounting related to the consideration transferred primarily included the preliminary fair values of the assets acquired and liabilities assumed including $2.4 million of land, $9.7 million of buildings and improvements, $3.0 million of machinery and equipment, $2.9 million of goodwill, and $2.5 million of a customer relationship intangible asset, all of which are allocated to the Warehouse segment. The customer relationship asset has been preliminarily assigned a useful life of 25 years and is being amortized on a straight-line basis. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including entry into the direct-to-consumer, e-fulfillment market and leveraging integration experience to drive synergies.

The ColdCo acquisition was completed through the acquisition of substantially all of the assets from the seller and the acquisition allowed goodwill recorded to be deductible for federal income tax purposes. Deferred taxes may not be recorded for deductible goodwill unless the tax basis exceeds the book basis; therefore, the Company recorded no deferred taxes for deductible goodwill since book goodwill was equal to tax goodwill in this acquisition. Tax deductible goodwill will be available to reduce taxable income at both the REIT and its domestic TRS. The estimated fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management. During the year ended December 31, 2021, the Company finalized the estimates and assumptions for the Property, buildings and equipment. The remaining estimates and assumptions pertaining to Customer relationships are subject to change during the measurement period, not to exceed one year from the

acquisition date. The estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. The financial results of the acquired operations have been included in the Warehouse segment since the date of the acquisition. We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. We will continue to evaluate these items until they are satisfactorily resolved and adjust our acquisition accounting accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.

The Company completed the acquisition of Newark Facility Management located in New Jersey, on September 1, 2021 for total consideration of $391.4 million, including cash received of $1.0 million. The acquisition accounting related to the consideration transferred primarily included the preliminary fair values of the assets acquired and liabilities assumed including $30.4 million of land, $53.2 million of buildings and improvements, $24.9 million of machinery and equipment, $18.1 million of goodwill, and $269.0 million of a customer relationship intangible asset, all of which are allocated to the Warehouse segment. The customer relationship asset has been preliminarily assigned a useful life of 40 years and is being amortized on a straight-line basis. The goodwill recorded is primarily attributable to the Company’s ability to deepen existing customer relationships, provide growth in the the northeast market and leveraging integration experience to drive synergies.

The Newark Facility Management acquisition was completed through the acquisition of all of the membership interests of certain limited liability companies. The acquisition allowed goodwill recorded to be deductible for federal income tax purposes. Deferred taxes may not be recorded for deductible goodwill unless the tax basis exceeds the book basis; therefore, the Company recorded no deferred taxes for tax deductible goodwill since the book basis of goodwill was equal to the tax basis of goodwill in this acquisition. Tax deductible goodwill will be available to reduce taxable income at both the REIT and potentially the domestic TRS. The estimated fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management. The estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. The financial results of the acquired operations have been included in the Warehouse segment since the date of the acquisition. We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. We will continue to evaluate these items until they are satisfactorily resolved and adjust our acquisition accounting accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.

The Company completed the acquisition of Australia-based Lago Cold Stores on November 15, 2021 for total cash consideration of approximately A$102.2 million or $75.1 million USD based upon the exchange rate between the AUD and USD on the closing date of the transaction. The acquisition accounting related to the consideration transferred primarily included $18.5 million of land, $32.5 million of buildings and improvements, $11.5 million of machinery and equipment, $9.4 million of goodwill, and $1.5 million of deferred tax asset, which are primarily allocated to the Warehouse segment. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including the expanded presence in the Australian market and leveraging integration experience to drive synergies.

taxes may not be recorded for deductible goodwill unless the tax basis exceeds the book basis; therefore, the Company recorded no deferred taxes for tax deductible goodwill since the book basis of goodwill was greater than the tax basis of goodwill in this acquisition. Deductible goodwill will be available to reduce taxable income at both the REIT and its domestic TRS. The estimated fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management. The estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. The financial results of the acquired operations have been included in the Warehouse and Transportation segments since the date of the acquisition. We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. We will continue to evaluate these items until they are satisfactorily resolved and adjust our acquisition accounting accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.

The Company completed the acquisition of privately-held Nova Cold on January 2, 2020 for total cash consideration of approximately C$338.7 million, including cash received of C$1.3 million, or $260.6 million USD including cash received of $1.0 million based upon the exchange rate between the CAD and USD on the closing date of the transaction. The acquisition accounting related to the consideration transferred primarily included $34.8 million of land, $106.1 million of buildings and improvements, $30.6 million of machinery and equipment, $64.6 million of goodwill, $53.9 million of a customer relationship intangible asset and $33.0 million of deferred tax liabilities, all of which are allocated to the Warehouse segment. The customer relationship asset has been assigned a useful life of 25 years and is being amortized on a straight-line basis. The acquisition accounting was finalized during the year ended December 31, 2020. We have included the financial results of the acquired operations in our Warehouse segment since the date of the acquisition.

The Company completed the acquisition of privately-held Newport on January 2, 2020 for total cash consideration of $57.7 million, including cash received of $1.0 million. The acquisition accounting related to the consideration transferred primarily included $30.2 million of property, buildings and equipment, $18.7 million of a customer relationship asset and $7.1 million of goodwill, each of which are allocated to the Warehouse segment. The customer relationship intangible asset has been assigned a useful life of 25 years and is being amortized on a straight-line basis. The acquisition accounting was finalized during the year ended December 31, 2020. We have included the financial results of the acquired operations in our Warehouse segment since the date of the acquisition.

The Company completed the acquisition of privately-held AM-C Warehouses on August 31, 2020 for total cash consideration of $82.7 million. The acquisition accounting related to the consideration transferred primarily included $53.2 million of property, buildings and equipment, $19.7 million of a customer relationship asset and $10.7 million of goodwill, each of which are allocated to the Warehouse segment. The customer relationship intangible asset has been assigned a useful life of 25 years and is being amortized on a straight-line basis. The acquisition accounting was finalized during the year ended December 31, 2021. The adjustments recorded during the measurement period did not have a significant impact on our Consolidated Financial Statements for the year


	Initial Amounts Recognized as of the Acquisition Date		Measurement Period Adjustments		Final Amounts Recognized as of the Acquisition Date
Assets
Land	$	29,352	$	3,208	$	32,560
Buildings and improvements	239,708		(84,899)		154,809
Machinery and equipment	63,596		(40,777)		22,819
Assets under construction	—		41		41
Operating lease right-of-use assets	26,400		739		27,139

Cash and cash equivalents	7,894		(312)		7,582

Accounts receivable	11,894		—		11,894
Goodwill	42,737		130,746		173,483
Acquired identifiable intangibles:
Customer relationships	102,732		1,268		104,000


Other assets	303		—		303
Total assets	524,616		10,014		534,630
Liabilities			—
Accounts payable and accrued expenses	4,006		2,159		6,165

Operating lease obligations	26,400		(661)		25,739
Unearned revenue	—		1,625		1,625



Deferred tax liability	5,012		6,891		11,903
Total liabilities	35,418		10,014		45,432
Total consideration for the Hall’s acquisition	$	489,198	$	—	$	489,198

The acquisition accounting is based upon the Company’s estimates of fair value. 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 measurement period ended on November 2, 2021, one year after the Hall’s acquisition. The total long-lived assets allocated to the Warehouse and Transportation segments were $229.8 million and $7.6 million, respectively.

The customer relationship intangible asset has been assigned a useful life of 25 years and will be amortized on a straight-line basis. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including the expanded presence in the New Jersey market. We have included the financial results of the acquired operations in our Warehouse and Transportation segments since the date of the acquisition. This transaction allowed us to grow our market share with key customers while diversifying our overall customer base. All of the

acquired facilities are located within 15 miles of each other and 30 miles of Newark Port. The Hall’s acquisition was completed through the acquisition of the outstanding stock of certain Hall’s entities and the direct purchase of real estate assets from the sellers. The acquisition allowed a portion of the goodwill recorded to be deductible for federal income tax purposes. Deductible goodwill will be available to reduce taxable income at both the REIT and potentially the domestic TRS.

The Company completed the acquisition of Agro on December 30, 2020 for total consideration of $1.59 billion, including cash received of $46.8 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 the seller, with a fair value of $512.1 million based upon the closing share price on December 29, 2020 of $36.15. The deferred consideration was paid during the fourth quarter of 2021. A summary of the final fair values of the assets acquired and liabilities assumed, as well as the measurement period adjustments, is as follows (in thousands):


	Initial Amounts Recognized as of the Acquisition Date		Measurement Period Adjustments		Final Amounts Recognized as of the Acquisition Date
Assets
Land	$	95,286	$	72,306	$	167,592
Buildings and improvements	778,170		(140,652)		637,518
Machinery and equipment	206,453		22,604		229,057
Assets under construction	—		14,099		14,099
Operating lease right-of-use assets	191,229		11,899		203,128
Financing lease asset	46,845		(16,384)		30,461
Cash and cash equivalents	47,534		(746)		46,788
Accounts receivable	78,423		(910)		77,513
Goodwill	346,673		71,199		417,872
Acquired identifiable intangibles:
Customer relationships	333,501		(71,241)		262,260
Investment in partially owned entities	21,638		(10,539)		11,099
Other assets	20,038		6,575		26,613
Total assets	2,165,790		(41,790)		2,124,000
Liabilities
Accounts payable and accrued expenses	86,467		25,887		112,354
Operating lease obligations	191,229		1,965		193,194
Financing lease obligations	46,845		(16,384)		30,461
Sale-leaseback obligations	73,075		—		73,075
Unearned revenue	4,393		706		5,099
Deferred tax liability	175,719		(55,152)		120,567
Total liabilities	577,728		(42,978)		534,750
Total consideration for the Agro acquisition	$	1,588,062	$	1,188	$	1,589,250

As shown above, the Company recorded approximately $417.9 million of goodwill related to the Agro Acquisition. There are several strategic benefits of the acquisition. It allows the Company to establish a strategic footprint in Europe, which enhances its ability to serve their multinational customers on a global scale. It also adds depth to the existing networks in North America, Australia and South America. Additionally, the portfolio comes with significant growth opportunities through potential future acquisitions, given Europe's fragmented temperature-controlled storage industry. These factors contributed to the goodwill that was recorded upon consummation of the transaction. The Agro Acquisition was completed through the acquisition of stock of various Agro entities in the U.S. and foreign jurisdictions; as a result, no tax basis exists in each of these jurisdictions for tax purposes, except for minimal tax basis that existed prior to the acquisition. The Company’s deemed asset elections for the foreign operations under IRC section 338 will reduce the US income taxability of future foreign profits under the Global Intangible Low-Taxed Income (“GILTI”) regime.

Also shown above, in connection with the Agro Acquisition the Company recorded an intangible asset of approximately $262.3 million for customer relationships which has been assigned a useful life of 25 years and is being amortized on a straight-line basis. Based on the discussion under goodwill above, the Agro Acquisition resulted in federal income tax deductibility for a minimal portion of the intangible assets. The deductible intangible assets will be available to reduce taxable income of the REIT and reduce any GILTI inclusion in the US associated with foreign entities acquired.

The following table presents the unaudited pro forma financial results as if the 2020 acquisition of Agro and 2019 acquisition of Cloverleaf had occurred on January 1, 2019. The pro forma adjustments primarily relate to acquisition expenses, depreciation expense on acquired assets, amortization of acquired intangibles, and estimated interest expense related to financing transactions, the proceeds of which were used to fund the acquisitions of Cloverleaf and Agro.

The accompanying unaudited pro forma consolidated financial statements exclude the results of the AM-C, Bowman Stores, ColdCo, Halls, KMT Brrr!, Lago Cold Stores, Liberty Freezers and Newark Facility Management 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 Condensed 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.

(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.

Since the date of acquisition, total revenues of approximately $152.8 million and net income of approximately $9.0 million associated with properties and operations acquired in the Cloverleaf Acquisition are included in the Consolidated Statements of Operations for the year ended December 31, 2019. The revenues and net income associated with properties and operations acquired in the Agro Acquisition included in the Consolidated Statements of Operations for the year ended December 31, 2020 was immaterial as the acquisition closed on December 30, 2020.