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Business Combinations (Tables) | 9 Months Ended
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Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | A summary of the preliminary fair values of the assets acquired and liabilities assumed and the measurement period adjustments recorded during the nine months ended September 30, 2021 is as follows (in thousands):
|  | Initial Amounts Recognized as of the Acquisition Date |  | Measurement Period Adjustments |  | Preliminary Amounts Recognized as of the Acquisition Date (as Adjusted) |  |
Assets |  |  |  |  |  |  |  |
Land |  | $ | 29,352 |  |  | $ | 3,208 |  |  | $ | 32,560 |  |  |
Buildings and improvements |  | 239,708 |  |  | (87,428) |  |  | 152,280 |  |  |
Machinery and equipment |  | 63,596 |  |  | (38,248) |  |  | 25,348 |  |  |
Assets under construction |  | — |  |  | 41 |  |  | 41 |  |  |
Operating lease right-of-use assets |  | 26,400 |  |  | 739 |  |  | 27,139 |  |  |
Cash and cash equivalents |  | 7,894 |  |  | — |  |  | 7,894 |  |  |
Accounts receivable |  | 11,894 |  |  | — |  |  | 11,894 |  |  |
Goodwill |  | 42,737 |  |  | 130,249 |  |  | 172,986 |  |  |
Acquired identifiable intangibles: |  |  |  |  |  |  |  |
Customer relationships |  | 102,732 |  |  | 1,268 |  |  | 104,000 |  |  |
Other assets |  | 303 |  |  | — |  |  | 303 |  |  |
Total assets |  | 524,616 |  |  | 9,829 |  |  | 534,445 |  |  |
Liabilities |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | 4,006 |  |  | 2,117 |  |  | 6,123 |  |  |
Operating lease obligations |  | 26,400 |  |  | (661) |  |  | 25,739 |  |  |
Deferred tax liability |  | 5,012 |  |  | 8,373 |  |  | 13,385 |  |  |
Total liabilities |  | 35,418 |  |  | 9,829 |  |  | 45,247 |  |  |
Total consideration for the Hall’s acquisition |  | $ | 489,198 |  |  | $ | — |  |  | $ | 489,198 |  |  |
A summary of the preliminary fair values of the assets acquired and liabilities assumed and the measurement period adjustments recorded during the nine months ended September 30, 2021 is as follows (in thousands):
|  | Initial Amounts Recognized as of the Acquisition Date |  | Measurement Period Adjustments |  | Preliminary Amounts Recognized as of the Acquisition Date (as Adjusted)
Assets |  |  |  |  |  |
Land |  | $ | 95,286 |  |  | $ | 56,749 |  |  | $ | 152,035 |
Building and improvements |  | 778,170 |  | (132,809) |  |  | 645,361
Machinery and equipment |  | 206,453 |  | 21,487 |  |  | 227,940
Assets under construction |  | — |  |  | 15,416 |  |  | 15,416
Operating lease right-of-use assets |  | 191,229 |  | 12,552 |  |  | 203,781
Financing lease asset |  | 46,845 |  | (14,531) |  |  | 32,314
Cash and cash equivalents |  | 47,534 |  | — |  |  | 47,534
Accounts receivable |  | 78,423 |  | (1,132) |  |  | 77,291
Goodwill |  | 346,673 |  | 57,550 |  |  | 404,223
Acquired identifiable intangibles: |  |  |  |  |  |
Customer relationships |  | 333,501 |  | (58,357) |  |  | 275,144
Investment in partially owned entities |  | 21,638 |  | (9,738) |  |  | 11,900
Other assets |  | 20,038 |  | 7,219 |  |  | 27,257
Total assets |  | 2,165,790 |  |  | (45,594) |  |  | 2,120,196 |
Liabilities |  |  |  |  |  |
Accounts payable and accrued expenses |  | 90,860 |  | 14,397 |  |  | 105,257
Operating lease obligations |  | 191,229 |  | 2,688 |  |  | 193,917
Financing lease obligations |  | 46,845 |  | (14,531) |  |  | 32,314
Sale-leaseback obligations |  | 73,075 |  | — |  |  | 73,075
Deferred tax liability |  | 175,719 |  | (49,385) |  |  | 126,334 |
Total liabilities |  | 577,728 |  |  | (46,831) |  |  | 530,897 |
Total consideration for the Agro acquisition |  | $ | 1,588,062 |  |  | $ | 1,237 |  |  | $ | 1,589,299 |
Pro Forma Information | The accompanying unaudited pro forma consolidated financial statements exclude the results of the AM-C, Bowman Stores, ColdCo, Halls, KMT Brrr!, Lanier, 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 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, 2020
Total revenue | $ | 643,195 |  |  | $ | 1,859,384 |
Net (loss) income attributable to Americold Realty Trust | $ | (3,264) |  |  | $ | 28,247 |
Net (loss) income per share, diluted(1) | $ | (0.01) |  |  | $ | 0.11 |
(1)Adjusted to give effect to the issuance of 46.1 million common shares in connection with the Agro Acquisition.

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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=123413009&loc=d3e4845-128472 + Details
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