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Business Combinations (Tables) | 12 Months Ended
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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.

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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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