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Business Combinations (Tables) | 9 Months Ended
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Sep. 30, 2020
Business Combinations [Abstract] |
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 final fair value 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 |
Building 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 Condensed Consolidated Financial Statements for the nine months ended September 30, 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 unaudited pro forma financial information set forth below is based on the historical Condensed Consolidated Statements of Operations for the quarter ended September 30, 2019, adjusted to give effect to the Cloverleaf Acquisition as if it 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 acquisition of Cloverleaf. On March 1, 2019, Cloverleaf acquired Zero Mountain, Inc. and Subsidiaries (Zero Mountain). As a result, we have included the results of operations of Zero Mountain in the below pro forma financial information. The pro forma adjustments made include the acquisition expenses incurred in connection with Cloverleaf’s acquisition of Zero Mountain. The accompanying unaudited pro forma consolidated financial statements exclude the results of all other acquisitions completed during 2019 and 2020, which were 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 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.
Pro forma (unaudited)
(in thousands, except per share data)
| Three Months Ended |  | Nine Months Ended
| September 30, 2019
Total revenue | $ | 466,182 |  |  | $ | 1,373,281 |
Net income available to common shareholders(1) | $ | 27,874 |  |  | $ | 36,296 |
Net income per share, diluted(2) | $ | 0.14 |  |  | $ | 0.18 |
(1) Pro forma net income available to common shareholders was adjusted to exclude $0.8 million and $26.5 million of acquisition related costs incurred by the Company during the three and nine months ended September 30, 2019. (2)Adjusted to give effect to the issuance of approximately 42.1 million common shares in connection with the Cloverleaf Acquisition.

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472 + Details
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