Business Combinations (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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	$	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 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

Pro Forma Information

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.

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 attributable to Americold Realty Trust	$	8,831	$	79,671
Net income per share, diluted(1)(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 of 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.