Business Combinations

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisition Completed During 2022

On July 1, 2022, the Company completed the acquisition of De Bruyn Cold Storage which operates a single facility located in Tasmania, Australia for total consideration of A$23.5 million, or $16.0 million, based on the exchange rate between the AUS and USD on the closing date of the transaction. The acquisition accounting related to the consideration transferred primarily included assigning the preliminary fair values of the assets acquired and liabilities assumed including $1.0 million of land, $8.2 million of buildings and improvements, $3.7 million of machinery and equipment, and $3.1 million of goodwill, all of which are allocated to the Warehouse segment. 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, as defined by ASC 805.

Acquisitions Completed During 2021

The acquisitions of Bowman Stores, ColdCo, KMT Brrr!, Lago Cold Stores, Liberty Freezers and Newark Facility Management (Newark) were completed during the year ended December 31, 2021. The acquisition accounting was finalized for all of these acquisitions within twelve months from the date of the respective acquisition. No material adjustments were made to the acquisition accounting during the year ended December 31, 2022. The total consideration paid and the changes to the balance sheet accounts, in aggregate, resulting from these acquisitions is displayed in the supplemental disclosures within the Consolidated Statements of Cash Flows and Supplemental Disclosures as of and for the year ended December 2022. Additionally, the following table summarizes the final amounts allocated to the assets acquired and liabilities assumed for each of these acquisitions (in thousands):


	Bowman Stores		ColdCo		KMT Brrr!		Lago Cold Stores		Liberty Freezers		Newark
Assets
Land	$	5,917	$	2,430	$	7,930	$	19,575	$	3,250	$	30,390
Buildings and improvements	32,815		9,695		46,707		28,920		13,892		58,983
Machinery and equipment	17,831		3,027		11,520		13,593		3,710		19,100
Assets under construction	322		—		51		—		—		—
Identifiable intangible assets	25,340		2,480		1,090		—		3,550		269,000
Goodwill	32,554		2,297		3,159		9,789		17,525		17,606
Operating leases - right of use assets	31		—		—		1,808		21,078		3,276
Financing leases	392		24		—		—		—		—
Cash, cash equivalents and restricted cash	3,444		305		512		—		1,654		962
Accounts receivable	1,876		862		1,435		—		1,337		742
Other assets	77		75		149		2,216		268		1,063
Total assets	120,599		21,195		72,553		75,901		66,264		401,122
Liabilities
Accounts payable	2,968		575		935		494		2,470		5,064
Operating lease obligations	30		—		—		1,808		12,760		3,276
Finance lease obligations	347		24		—		—		—		—
Unearned revenue	83		96		212		—		448		1,967
Deferred tax liability - net	10,808		—		—		(1,496)		5,712		—
Total liabilities	14,236		695		1,147		806		21,390		10,307
Total consideration	$	106,363	$	20,500	$	71,406	$	75,095	$	44,874	$	390,815