Skip to main content

AMERICOLD REALTY TRUST

For the period ended Mar 31, 2024. Filed May 10, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 10, 2024

COLD$16.01+1.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Financial Statements

Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except shares and per share amounts)
March 31, 2024December 31, 2023
Assets
Property, buildings and equipment:
Land$813,243$820,831
Buildings and improvements4,444,0684,464,359
Machinery and equipment1,568,1411,565,431
Assets under construction476,421452,312
7,301,8737,302,933
Accumulated depreciation(2,259,390)(2,196,196)
Property, buildings and equipment – net5,042,4835,106,737
Operating leases – net238,065247,302
Financing leases – net100,997105,164
Cash, cash equivalents and restricted cash59,20460,392
Accounts receivable – net of allowance of $21,204 and $21,647 at March 31, 2024 and December 31, 2023, respectively407,427426,048
Identifiable intangible assets – net884,521897,414
Goodwill790,568794,004
Investments in and advances to partially owned entities38,79938,113
Other assets226,113194,078
Total assets$7,788,177$7,869,252
Liabilities and equity
Liabilities:
Borrowings under revolving line of credit$455,919$392,156
Accounts payable and accrued expenses513,820568,764
Senior unsecured notes and term loans – net of deferred financing costs of $9,908 and $10,578, in the aggregate, at March 31, 2024 and December 31, 2023, respectively2,578,9922,601,122
Sale-leaseback financing obligations143,825161,937
Financing lease obligations91,41297,177
Operating lease obligations231,921240,251
Unearned revenue29,08928,379
Deferred tax liability – net134,142135,797
Other liabilities7,6539,082
Total liabilities4,186,7734,234,665
Commitments and contingencies (Note 7 - Commitments and Contingencies)
Equity
Stockholders’ equity:
Common stock, $0.01 par value per share – 500,000,000 authorized shares; 284,034,111 and 283,699,120 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively2,8402,837
Paid-in capital5,631,9685,625,907
Accumulated deficit and distributions in excess of net earnings(2,048,978)(1,995,975)
Accumulated other comprehensive income (loss)(4,534)(16,640)
Total stockholders’ equity3,581,2963,616,129
Noncontrolling interests:
Noncontrolling interests in Operating Partnership20,10818,458
Total equity3,601,4043,634,587
Total liabilities and equity$7,788,177$7,869,252
See accompanying notes to Condensed Consolidated Financial Statements.
Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
Three Months Ended March 31,
20242023
Revenues:
Rent, storage and warehouse services$597,710$595,052
Transportation services56,85368,078
Third-party managed services10,41713,359
Total revenues664,980676,489
Operating expenses:
Rent, storage and warehouse services cost of operations400,579420,225
Transportation services cost of operations45,33156,418
Third-party managed services cost of operations8,23412,280
Depreciation and amortization92,09585,024
Selling, general and administrative65,42662,855
Acquisition, cyber incident and other, net14,9987,147
(Gain) loss from sale of real estate(3,514)191
Total operating expenses623,149644,140
Operating income41,83132,349
Other (expense) income:
Interest expense(33,430)(34,423)
Loss on debt extinguishment and termination of derivative instruments(5,182)(545)
Loss from investments in partially owned entities(949)(648)
Other, net9,5261,433
Income (loss) from continuing operations before income taxes11,796(1,834)
Income tax (expense) benefit:
Current(1,375)(1,977)
Deferred(619)3,621
Total income tax (expense) benefit(1,994)1,644
Net income (loss) :
Income (loss) from continuing operations9,802(190)
Loss from discontinued operations, net of tax—(2,381)
Net income (loss)$9,802$(2,571)
Net income (loss) attributable to noncontrolling interests62(9)
Net income (loss) attributable to Americold Realty Trust, Inc.$9,740$(2,562)
Weighted average common stock outstanding – basic284,644270,230
Weighted average common stock outstanding – diluted284,878270,230
Net income per common share from continuing operations - basic$0.03$—
Net loss per common share from discontinued operations - basic—(0.01)
Basic income (loss) per share$0.03$(0.01)
Net income per common share from continuing operations - diluted$0.03$—
Net loss per common share from discontinued operations - diluted—(0.01)
Diluted income (loss) per share$0.03$(0.01)
Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands)
Three Months Ended March 31,
20242023
Net income (loss)$9,802$(2,571)
Other comprehensive income (loss) - net of tax:
Adjustment to accrued pension liability(13)698
Change in unrealized net (loss) gain on foreign currency(581)179
Unrealized gain (loss) on cash flow hedges12,700(12,564)
Other comprehensive income (loss) income - net of tax attributable to Americold Realty Trust, Inc.12,106(11,687)
Other comprehensive income (loss) attributable to noncontrolling interests51(35)
Total comprehensive income (loss)$21,959$(14,293)
See accompanying notes to Condensed Consolidated Financial Statements.
Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Equity (Unaudited)
(In thousands, except share amounts)
Common Stock · Accumulated Deficit and Distributions in Excess of Net Earnings · Accumulated Other Comprehensive (Loss) Income · Noncontrolling Interests in Operating Partnership
Number of Shares · Par Value · Paid-in Capital
Total
Balance - December 31, 2023283,699,120$2,837$5,625,907$(1,995,975)$(16,640)$18,458$3,634,587
Net Income———9,740—629,802
Other comprehensive income————12,1065112,157
Distributions on common stock, restricted stock and OP units———(62,743)—(233)(62,976)
Stock-based compensation expense——4,849——1,7706,619
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes276,8433(284)———(281)
Common stock issuance related to employee stock purchase plan58,148—1,496——1,496
Balance - March 31, 2024284,034,111$2,840$5,631,968$(2,048,978)$(4,534)$20,108$3,601,404
Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Equity (Unaudited)
(In thousands, except share amounts)
Common Stock · Accumulated Deficit and Distributions in Excess of Net Earnings · Accumulated Other Comprehensive (Loss) Income · Noncontrolling Interests in Operating Partnership
Number of Shares · Par Value · Paid-in Capital
Total
Balance - December 31, 2022269,814,956$2,698$5,191,969$(1,415,198)$(6,050)$14,459$3,787,878
Net loss———(2,562)—(9)(2,571)
Other comprehensive loss————(11,687)(35)(11,722)
Distributions on common stock, restricted stock and OP units———(59,692)—(240)(59,932)
Stock-based compensation expense——5,273——1,6976,970
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes221,0842(801)———(799)
Common stock issuance related to employee stock purchase plan60,39311,452———1,453
Balance - March 31, 2023270,096,433$2,701$5,197,893$(1,477,452)$(17,737)$15,872$3,721,277
Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Three Months Ended March 31,
20242023
Operating activities:
Net income (loss)$9,802$(2,571)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization92,09585,024
Amortization of deferred financing costs and pension withdrawal liability1,2891,240
Loss on debt extinguishment, modifications and termination of derivative instruments5,182545
Loss from investments in partially owned entities9493,029
Stock-based compensation expense6,6196,970
Deferred income taxes expense (benefit)619(3,621)
(Gain) loss from sale of real estate(3,514)191
Loss (gain) on other asset disposals206(156)
Provision for doubtful accounts receivable9271,458
Non-cash lease expenses10,52510,624
Changes in operating assets and liabilities:
Accounts receivable14,08520,012
Accounts payable and accrued expenses(53,753)(62,405)
Other assets(13,852)(13,209)
Operating lease liabilities(9,901)(9,806)
Other7114,156
Net cash provided by operating activities61,98941,481
Investing activities:
Additions to property, buildings and equipment(45,753)(69,262)
Investments in partially owned entities and other(2,582)(18,400)
Proceeds from sale of property, buildings and equipment9,02070
Net cash used in investing activities(39,315)(87,592)
Financing activities:
Distributions paid on common stock, restricted stock units and noncontrolling interests in OP(63,044)(60,064)
Proceeds from stock options exercised1,9431,464
Proceeds from employee stock purchase plan1,4961,452
Remittance of withholding taxes related to employee stock-based transactions(2,224)(2,265)
Proceeds from revolving line of credit200,010186,700
Repayment on revolving line of credit(126,000)(76,604)
Repayment of sale-leaseback financing obligations(2,434)(2,170)
Termination of sale-leaseback financing obligations and related termination premiums(20,433)—
Repayment of financing lease obligations(11,787)(9,646)
Net cash (used in) provided by financing activities(22,473)38,867
Net increase (decrease) in cash, cash equivalents and restricted cash201(7,244)
Effect of foreign currency translation on cash, cash equivalents and restricted cash(1,389)1,403
Cash, cash equivalents and restricted cash:
Beginning of period60,39253,063
End of period$59,204$47,222
Supplemental disclosures of non-cash investing and financing activities:
Addition of property, buildings and equipment on accrual$35,440$40,467
Addition of property, buildings and equipment under financing lease obligations$6,831$10,486
Addition of property, buildings and equipment under operating lease obligations$281$474
Supplemental cash flow information:
Interest paid – net of amounts capitalized$27,848$47,387
Income taxes paid – net of refunds$2,374$556

Table of Contents

  1. General

The Company

Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company is a global leader in temperature-controlled storage, logistics, real estate and value added services, focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. The Company is organized as a self-administered and self-managed REIT with proven operating, acquisition and development experience.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited Condensed Consolidated Financial Statements do not include all disclosures associated with the Company’s Consolidated Annual Financial Statements included in its 2023 Annual Report on Form 10-K as filed with the SEC, and, accordingly, should be read in conjunction with the referenced annual report. In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments (all of which are normal and recurring in nature) considered necessary for a fair presentation. The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries where the Company exerts control. Intercompany balances and transactions have been eliminated. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Investments in which the Company does not have control, and is not the primary beneficiary of a Variable Interest Entity (“VIE”), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

During May of 2023, the Company acquired Agrofundo Brazil II Fundode Investimento em Participações or the “Comfrio” joint venture (“JV”) for total consideration of $56.6 million. Upon acquisition, Comfrio JV met the held for sale criteria and as such qualified for presentation as a discontinued operation. The Company has reclassified the related financial results associated with the Comfrio business as discontinued operations for all periods presented. In August of 2023, the Company sold the assets and liabilities of Comfrio. The corresponding proceeds and gain related to the sale were insignificant.

The Company reclassified Multi-employer pension plan withdrawal liability and Pension and postretirement benefit liabilities into Other liabilities on the Condensed Consolidated Balance sheets for all periods presented.

Lastly, the Condensed Consolidated Statement of Cash Flows includes various reclassifications, all within cash provided by operating activities, to conform current and prior period presentation.

Recent Capital Markets Activity

Universal Shelf Registration Statement

On March 17, 2023, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No. 333-270664 and 333-270664-01) (the “Registration Statement”), registering an indeterminate amount of (i) the Company’s common stock, $0.01 par value per share, (ii) the Company’s preferred stock, $0.01 par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common stock or preferred stock or depositary shares and (v) debt securities of the Operating Partnership, which may be fully and unconditionally guaranteed by the Company.

At the Market (ATM) Equity Program

On March 17, 2023, the Company entered into an equity distribution agreement pursuant to which we could sell, from time to time, up to an aggregate sales price of $900.0 million of our common stock through an ATM Equity Program (the “Prior ATM Equity Program”). Sales of our common stock made pursuant to the Prior ATM Equity Program could be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and us. Sales could also be made on a forward basis pursuant to separate forward sale agreements.

During August of 2023, we sold 13,244,905 common shares under the prior ATM Equity Program for net proceeds of$412.6 million. The net proceeds from sales of our common stock pursuant to the prior ATM Equity Program were used to repay a portion of the revolver borrowings.

On November 9, 2023, we entered into an equity distribution agreement that was substantially identical to and replaced the prior equity distribution agreement, and pursuant to which we may sell, from time to time, up to an additional $900.0 million of our common shares through our ATM Equity Program (the “Current ATM Equity Program”). During the three months ended March 31, 2024 we did not sell any shares of our common stock under the Current ATM Equity Program.

Purchase of Sale-leaseback Facilities

During the three months ended March 31, 2024, the Company purchased two facilities that were previously accounted for as failed sale-leaseback financing obligations for total consideration of $20.4 million, resulting in the recognition of a “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statement of Operations of $4.7 million.

Discontinued Operations

During the three months ended June 30, 2023, the Company acquired the outstanding majority interest of the Comfrio joint venture. Upon acquisition, the Company committed to a plan to sell Comfrio in its present condition and initiated a program to locate a buyer and complete the disposition. As Comfrio was a newly acquired business that met the held-for-sale criteria upon acquisition, the Company classified the associated assets acquired and liabilities assumed as held for sale and the operations as discontinued operations. In August of 2023, the Company sold the assets and liabilities of Comfrio. The amount presented under “Net loss from discontinued operations” on the Condensed Consolidated Statement of Operations for the three months ended March 31, 2023, reflect our share of losses from the Comfrio joint venture prior to acquisition of the full portfolio. Refer to Note 3 - Debt of the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC for further details.

Recent Rules and Accounting Pronouncements

In March 2024, the Securities and Exchange Commission (the “SEC”) adopted the final rules that will require certain climate-related information in registration statements and annual reports. In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. The new rules include a requirement to disclose material climate-related risks, descriptions of board oversight and risk management activities, the material impacts of these risks on a registrants’ strategy, business model and outlook, and any material climate-related targets or goals, as well as material effects of severe weather events and other natural conditions and greenhouse gas emissions. Prior to the stay in the new rules, they would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosure which would have been effective for annual periods beginning January 1, 2026. The Company is currently evaluating the impact of these rules on its disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements. ASU 2023-07 is effective retrospectively for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures.

All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations.

  1. Acquisition, cyber incident and other, net

The components of the charges and credits included in “Acquisition, cyber incident and other, net” in our Condensed Consolidated Statements of Operations are as follows (in thousands):

Three Months Ended March 31,
Acquisition, cyber incident and other, net20242023
Project Orion expenses$7,814$1,946
Severance costs3,8343,415
Cyber incident related costs, net of insurance recoveries2,715—
Acquisition and integration related costs1,006$1,786
Other(371)—
Total acquisition, cyber incident and other, net$14,998$7,147

Project Orion expenses represent the non-capitalizable portion of our Project Orion costs, which is an investment in and transformation of our technology systems, business processes and customer solutions. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system.

Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies in Europe and reduction in workforce costs associated with exiting or selling non-strategic warehouses or businesses.

Cyber incident related costs, net of insurance recoveries represents costs related to the cyber incident further described in Note 1 - General of the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC.

  1. Debt

The following table reflects a summary of our outstanding indebtedness as of March 31, 2024 and December 31, 2023 (in thousands):

March 31, 2024December 31, 2023
Carrying AmountCarrying Amount
Senior Unsecured Notes$1,759,250$1,777,925
Senior Unsecured Term Loans829,650833,775
Senior Unsecured Revolving Credit Facility455,919392,156
Total principal amount of indebtedness$3,044,819$3,003,856
Less: unamortized deferred financing costs(9,908)(10,578)
Total indebtedness, net of deferred financing costs$3,034,911$2,993,278

The following table provides the details of our Senior Unsecured Notes (in thousands):

March 31, 2024 · December 31, 2023
Stated Maturity Date · Contractual Interest Rate · Borrowing Currency · Carrying Amount (USD) · Borrowing Currency · Carrying Amount (USD)
Series A Notes01/20264.7%$200,000$200,000$200,000$200,000
Series B Notes01/20294.9%$400,000400,000$400,000400,000
Series C Notes01/20304.1%$350,000350,000$350,000350,000
Series D Notes01/20311.6%€400,000431,600€400,000441,560
Series E Notes01/20331.7%€350,000377,650€350,000386,365
Total Senior Unsecured Notes$1,759,250$1,777,925

The following table provides the details of our Senior Unsecured Term Loans (balances in thousands):

March 31, 2024December 31, 2023
Contractual Interest Rate(1)Borrowing CurrencyCarrying Amount (USD)Contractual Interest Rate(1)Borrowing CurrencyCarrying Amount (USD)
Tranche A-1SOFR 0.9%$375,000$375,000SOFR 0.9%$375,000$375,000
Tranche A-2CDOR 0.9%C$250,000184,650CDOR 0.9%C$250,000188,775
Delayed Draw Tranche A-3SOFR 0.9%$270,000270,000SOFR 0.9%$270,000270,000
Total Senior Unsecured Term Loan Facility$829,650$833,775

(1) S = one-month Adjusted Term SOFR; C = one-month CDOR. Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.1%, in addition to the margin. While the above reflects the contractual rate, refer to the description below of the Senior Unsecured Credit Facility for details of the portion of these Term Loans that are hedged, therefore, at a fixed interest rate for the duration of the respective swap agreement. Refer to Note 4 - Derivative Financial Instruments for details of the related interest rate swaps.

The following table provides the details of our Senior Unsecured Revolving Credit Facility (in thousands):

March 31, 2024 · December 31, 2023
Denomination of Draw · Contractual Interest Rate (1) · Borrowing Currency · Carrying Amount (USD) · Contractual Interest Rate(1) · Borrowing Currency · Carrying Amount (USD)
U.S. dollarSOFR 0.8%$104,000$104,000SOFR 0.8%$34,000$34,000
Australian dollarBBSW 0.8%A$197,000128,464BBSW 0.8%A$191,000130,108
British pound sterlingSONIA 0.8%£78,00098,459SONIA 0.8%£78,00099,302
Canadian dollarCDOR 0.8%C$35,00025,851CDOR 0.8%C$35,00026,429
EuroEURIBOR 0.8%€67,50072,833EURIBOR 0.8%€67,50074,513
New Zealand dollarBKBM 0.8%NZD44,00026,312BKBM 0.8%NZD44,00027,804
Total Senior Unsecured Revolving Credit Facility$455,919$392,156

(1) S = one-month Adjusted SOFR; C = one-month CDOR; E = Euro Interbank Offered Rate (EURIBOR); SONIA = Adjusted Sterling Overnight Interbank Average Rate; BBSW = Bank Bill Swap Rate; BKBM = Bank Bill Reference Rate. We have elected Daily SOFR for the entirety of our U.S. dollar denominated borrowings shown above, which includes an adjustment of 0.1%, in addition to the margin. Our British pound sterling borrowings bear interest tied to adjusted SONIA, which includes an adjustment of less than 0.1% in addition to our margin.

Refer to Note 9 - Segment Information of the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC for further details of our outstanding indebtedness. As of March 31, 2024, we were in compliance with all debt covenants.

  1. Derivative Financial Instruments

Designated Non-derivative Financial Instruments

As of March 31, 2024, the Company design ated£78.0 million, A$197.0 million and€817.5 million of debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. As of December 31, 2023, the Company designated£78.0 million, A$191.0 million and€817.5 million debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. The remeasurement of these instruments is recorded in “Change in unrealized net (loss) gain on foreign currency” on the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).

Derivative Financial Instruments

The Company is subject to volatility in interest rates due to variable-rate debt. To manage this risk, the Company periodically enters into interest rate swap agreements. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective swap agreement without an exchange of the underlying notional amount. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in interest rates. The following table includes the key provisions of the interest rate swaps outstanding as of March 31, 2024 and December 31, 2023 (fair value in thousands):

NotionalFixed Base Interest Rate SwapEffective DateExpiration DateAsset Fair Value as of March 31, 2024Liability Fair Value as of March 31, 2024
$200 million3.1%12/29/20237/30/2027$6,645$—
$175 million3.5%11/30/20227/30/20273,548—
$270 million3.1%11/01/202212/31/20279,461—
C$250 million3.6%9/23/202212/31/20272,428—
Total$22,082$—
NotionalFixed Base Interest Rate SwapEffective DateExpiration DateAsset Fair Value as of December 31, 2023Liability Fair Value as of December 31, 2023
$200 million3.1%12/29/20237/30/2027$3,687$—
$175 million3.5%11/30/20227/30/2027788—
$270 million3.1%11/01/202212/31/20275,106—
C$250 million3.6%9/23/202212/31/2027—330
Total$9,581$330

In addition, the Company is subject to volatility in foreign exchange rates due to its foreign-currency denominated intercompany loan. The Company implemented a cross-currency swap to manage the foreign currency exchange rate risk on its intercompany loan. This agreement effectively mitigates the Company’s exposure to fluctuations in cash flows due to foreign exchange rate risk. This agreement involves the receipt of fixed USD amounts in exchange for payment of fixed Australian Dollar amounts over the life of the intercompany loan. The entirety of the Company’s outstanding intercompany loan receivable balance of A$153.5 million was hedged under the cross-currency swap agreement at March 31, 2024 and December 31, 2023.

There have been no significant changes to our policy or strategy related to derivative financial instruments from what was disclosed in our 2023 Annual Report on Form 10-K. During the next twelve months, the Company estimates that an additional$0.4 million will be reclassified as an increase to “Foreign currency exchange loss”(a component of “Other, net” on the Condensed Consolidated Statements of Operations)and an additional$13.5 million will be reclassified as a decrease to “Interest expense” and a corresponding increase to operating cash flows. Additionally, during the current year, the Company estimates that an additional $0.5 million will be reclassified as an increase to “Loss on debt extinguishment and termination of derivative instruments”.

The Company determines the fair value of its derivative instruments using a present value calculation with significant observable inputs classified as Level 2 of the fair value hierarchy. Derivative asset balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Other assets” and derivative liability balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Accounts payable and accrued expenses”. The following table presents the fair value of the derivative financial instruments as of March 31, 2024 and December 31, 2023 (in thousands):

Derivative AssetsDerivative Liabilities
March 31, 2024December 31, 2023March 31, 2024December 31, 2023
(In thousands)
Designated derivatives
Foreign exchange contracts$9,586$5,899$—$—
Interest rate contracts22,0829,581—330
Total fair value of derivatives$31,668$15,480$—$330

The following tables present the effect of the Company’s derivative financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023, including the impacts to Accumulated Other Comprehensive (Loss) Income (AOCI) (in thousands):

Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative · Location of Gain or (Loss) Reclassified from AOCI into Income · Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Three Months Ended March 31, · Three Months Ended March 31,
2024 · 2023 · 2024 · 2023
Interest rate contracts$17,206$(10,247)Interest expense$4,375$2,432
Interest rate contracts——Loss on debt extinguishment, modifications and termination of derivative instruments(1)(424)(620)
Foreign exchange contracts3,8321,683Foreign currency exchange loss, net4,2422,096
Foreign exchange contracts——Interest expense14592
Total designated cash flow hedges$21,038$(8,564)$8,338$4,000

(1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. As of March 31, 2024, the Company recorded an increase to “Loss on debt extinguishment, modifications and termination of derivative instruments” related to this transaction.

In 2020, the Company terminated thetwo interest rate swaps related to the 2020 Senior Unsecured Credit Facility for a fee of $16.4 million, of which $8.7 million was recorded in “Accumulated other comprehensive loss” and is being amortized to “Loss on debt extinguishment, modificaitons and termination of derivative instruments” through 2024. The Company’s derivatives are subject to master netting agreements, but there was no impact of offsetting as of March 31, 2024 and December 31, 2023.

As of March 31, 2024 and December 31, 2023, the Company has not posted any collateral related to these agreements. The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default of its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.

  1. Fair Value Measurements

As of March 31, 2024 and December 31, 2023, the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and revolving line of credit approximate their fair values due to the short-term maturities of the instruments.

The Company’s assets and liabilities measured or disclosed at fair value are as follows (in thousands):

Fair Value
Fair Value HierarchyMarch 31, 2024December 31, 2023
Measured at fair value during the current reporting period:
Interest rate swap assetsLevel 2$22,082$9,581
Interest rate swap liabilitiesLevel 2—$330
Cross currency swap assetsLevel 2$9,586$5,899
Disclosed at fair value:
Senior unsecured notes, term loans, and revolving credit facilityLevel 3$2,864,779$2,821,064
  1. Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2024 and 2023 varies from the statutory U.S. federal income tax rate primarily due to the Company being designated as a REIT that is generally treated as a non-tax paying entity. During the three months ended March 31, 2024, the effective tax rate was impacted by the blend of pre-tax book income and losses generated year over year by jurisdiction. During the three months ended March 31, 2023, the effective tax rates were mainly impacted by the loss generated by our foreign operations.

The international tax framework (“Pillar 2”) created by the Organization for Economic Co-operation and Development includes a global minimum tax of 15 percent. Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and is effective for the Company's 2024 calendar year. The Company has concluded that the legislation does not have a material impact on the Company’s income tax expense.

  1. Commitments and Contingencies

April 2023 Cyber Incident

On April 26, 2023, the Company became aware of a cybersecurity incident impacting a certain number of our systems and partially impacting operations for a limited period of time (the “Cyber incident”). The Company engaged an external cyber security expert to initiate responses to contain, remediate, and commence a forensic investigation.Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed normal operations prior to June 30, 2023. As a result of the Cyber incident, the Company has received claims for reimbursement from a number of customers pursuant to the terms of the contracts between each of those customers and the Company. As of March 31, 2024 the Company maintains an accrual of $5.2 million. This represents management’s best estimate of the amount of loss related to such claims based on its evaluation of the relevant contract terms and other relevant facts and circumstances.

Legal Proceedings

In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reasonably estimated, then a loss is recorded.

In addition to the matters discussed below, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows.

Preferred Freezer Services, LLC Litigation

On February 11, 2019, Preferred Freezer Services, LLC (“PFS”) moved by Order to Show Cause in the Supreme Court of the State of New York, New York County, asserting breach of contract and other claims against the Company and seeking to preliminarily enjoin the Company from acting to acquire certain properties leased by PFS. In its complaint and request for preliminary injunctive relief, PFS alleged that the Company breached a confidentiality agreement entered into in connection with the Company’s participation in a bidding process for the sale of PFS by contacting PFS’s landlords and by using confidential PFS information in bidding for the properties leased by PFS (the “PFS Action”).

PFS’s request for a preliminary injunction was denied after oral argument on February 26, 2019. On March 1, 2019, PFS filed an application for interim injunctive relief from the Appellate Division of the Supreme Court, First Judicial Department (“the First Department”).

On April 2, 2019, while its application to the First Department was pending, PFS voluntarily dismissed its state court action, and First Department application, and re-filed substantially the same claims against the Company in the U.S. District Court for the Southern District of New York. In addition to an order enjoining Americold from making offers to purchase the properties leased by PFS, PFS sought compensatory, consequential and/or punitive damages. The Company filed a motion to require PFS to reimburse the Company for its legal fees it incurred for the state court action before PFS is allowed to proceed in the federal court action. On February 18, 2020, the Court granted Americold’s request for an award of legal fees from PFS but declined to stay the case pending payment of that award. As to the amount of the award, the Company and PFS have entered into a stipulation that PFS will pay Americold $0.6 million to reimburse the Company for its legal fees upon conclusion of the case. PFS has since amended its complaint, and Americold filed a motion to dismiss that amended complaint.

On March 18, 2024, the Court granted the Company’s motion to dismiss. Specifically, the Court dismissed PFS’s federal trade secret claim for failure to state a claim. In the absence of a viable federal claim, the Court then declined to exercise supplemental jurisdiction over PFS’s remaining state-law claims, dismissing those without prejudice. The case against the Company in the Southern District of New York is now closed.

Environmental Matters

The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.

The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company had nominal environmental liabilities in “Accounts payable and accrued expenses” as of March 31, 2024 and December 31, 2023. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Future changes in applicable environmental laws or regulations, or in the interpretations of such laws and regulations, could negatively impact the Company. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There are no material unrecorded contingent liabilities as of March 31, 2024.

Occupational Safety and Health Act (OSHA)

The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial, and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to employees who may be injured at our warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in substantial compliance with all OSHA regulations and that no material unrecorded contingent liabilities exist as of March 31, 2024 and December 31, 2023.

  1. Accumulated Other Comprehensive Income (Loss)

The Company reports activity in AOCI for foreign currency translation adjustments, including the translation adjustment for investments in partially owned entities, unrealized gains and losses on designated derivatives, and minimum pension liability adjustments (net of tax). The activity in AOCI for the three months ended March 31, 2024 and 2023 is as follows (in thousands):

Three Months Ended March 31,
20242023
Opening Balance$(16,640)$(6,050)
Pension and other postretirement benefits:
Balance at beginning of period, net of tax$383$2,682
(Loss) gain arising during the period(13)698
Balance at end of period, net of tax$370$3,380
Foreign currency translation adjustments:
Balance at beginning of period, net of tax$(31,587)$(26,650)
Cumulative translation adjustment(27,506)10,801
Derivative net investment hedges26,925(10,622)
Net (loss) gain on foreign currency translation(581)179
Balance at end of period, net of tax$(32,168)$(26,471)
Designated derivatives:
Balance at beginning of period, net of tax$14,564$17,918
Cash flow hedge derivatives21,038(8,564)
Net amount reclassified from AOCI to net loss(8,338)(4,000)
Net gain (loss) on designated derivatives12,700(12,564)
Balance at end of period, net of tax$27,264$5,354
Closing accumulated other comprehensive income (loss)$(4,534)$(17,737)

(1)Amounts reclassified from AOCI for pension liabilities are recognized in “Selling, general, and administrative” in the accompanying Condensed Consolidated Statements of Operations.

  1. Segment Information

Our principal operations are organized into three reportable segments: Warehouse, Transportation and Third-party managed. Our reportable segments are strategic business units separated by service offerings. Each reportable segment is managed separately and requires different operational and marketing strategies.

Our chief operating decision maker uses revenues and segment contribution to evaluate segment performance. We calculate segment contribution as earnings before interest expense, taxes, depreciation and amortization, and excluding corporate selling, general and administrative expense, acquisition, cyber incident and other expense, impairment of long-lived assets, gain or loss on sale of real estate and all components of non-operating other income and expense. Selling, general and administrative functions support all the business segments. Therefore, the related expense is not allocated to segments as the chief operating decision maker does not use it to evaluate segment performance.

Segment contribution is not a measurement of financial performance under U.S. GAAP, and may not be comparable to similarly titled measures of other companies. Therefore, segment contribution should not be considered an alternative to operating income determined in accordance with U.S. GAAP.

The following table presents segment revenues and contributions with a reconciliation to loss from continuing operations before income taxes for the three months ended March 31, 2024 and 2023 (in thousands):

Three Months Ended March 31,
20242023
Segment revenues:
Warehouse$597,710$595,052
Transportation56,85368,078
Third-party managed10,41713,359
Total revenues664,980676,489
Segment contribution:
Warehouse197,131174,827
Transportation11,52211,660
Third-party managed2,1831,079
Total segment contribution210,836187,566
Reconciling items:
Depreciation and amortization(92,095)(85,024)
Selling, general, and administrative(65,426)(62,855)
Acquisition, cyber incident, and other, net(14,998)(7,147)
Gain (loss) on sale of real estate3,514(191)
Interest expense(33,430)(34,423)
Other, net9,5261,433
Loss on debt extinguishment and termination of derivative instruments(5,182)(545)
Loss from investments in partially owned entities(949)(648)
Income (loss) from continuing operations before income taxes$11,796$(1,834)
  1. Earnings/Loss per Common Share

Basic and diluted (loss)/earnings per common share are calculated by dividing the net income or loss attributable to common stockholders by the basic and diluted weighted-average number of common shares outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings per share because it distributes non-forfeitable dividend equivalents on restricted stock units and Operating Partnership units (“OP units”) granted to certain employees and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and OP units are unvested.

A reconciliation of the basic and diluted weighted-average number of common shares outstanding for the three months ended March 31, 2024 and 2023 is as follows (in thousands):

Three Months Ended March 31,
20242023
Weighted average common shares outstanding – basic284,644270,230
Dilutive effect of stock-based awards234—
Weighted average common shares outstanding – diluted284,878270,230

For the three months ended March 31, 2024, potential common shares under the treasury stock method and the if-converted method were dilutive because the company reported a net profit for the period.

The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands):

Three Months Ended March 31,
20242023
Employee stock options——
Restricted stock units27457
OP units8751
361108
  1. Revenue from Contracts with Customers

Disaggregated Revenue

The following tables represent a disaggregation of revenue from contracts with customers for the three months ended March 31, 2024 and 2023 within the segments and geographic region (in thousands):

Three Months Ended March 31, 2024
North AmericaEuropeAsia-PacificSouth AmericaTotal
Warehouse rent and storage$217,395$17,864$19,062$1,512$255,833
Warehouse services267,78824,98834,4901,020328,286
Transportation32,89514,8968,55850456,853
Third-party managed4,438—5,979—10,417
Total revenues (1)522,51657,74868,0893,036651,389
Lease revenue (2)12,0771,514——13,591
Total revenues from contracts with all customers$534,593$59,262$68,089$3,036$664,980
Three Months Ended March 31, 2023
North AmericaEuropeAsia-PacificSouth AmericaTotal
Warehouse rent and storage$219,081$20,545$17,665$1,702$258,993
Warehouse services261,63226,35634,3721,285323,645
Transportation35,38123,4068,67261968,078
Third-party managed7,563—5,796—13,359
Total revenues (1)523,65770,30766,5053,606664,075
Lease revenue (2)11,0501,364——12,414
Total revenues from contracts with all customers$534,707$71,671$66,505$3,606$676,489

(1)Revenues are within the scope of ASC 606, Revenue From Contracts with Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.

(2)Revenues are within the scope of ASC 842, Leases.

Performance Obligations

Substantially all our revenue for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts is recognized over time as the customer benefits equally throughout the period until the contractual term expires. Typically, revenue is recognized over time using an output measure (e.g. passage of time). Revenue is recognized at a point in time upon delivery when the customer typically obtains control, for most accessorial services, transportation services and reimbursed costs.

For arrangements containing non-cancellable contract terms, any variable consideration related to storage renewals or incremental handling charges above stated minimums are 100.0% constrained and not included in the aggregate amount of the transaction price allocated to the unsatisfied performance obligations disclosed below, given the degree in difficulty in estimation. Payment terms are generally 0-30 days upon billing, which is typically monthly, either in advance or subsequent to the performance of services. The same payment terms typically apply for arrangements containing variable consideration.

The Company has no material warranties or obligations for allowances, refunds or other similar obligations.

As of March 31, 2024, the Company had $1.4 billion of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize approximately 16.0% of these remaining performance obligations as revenue in 2024, and the remaining 84.0% to be recognized over a weighted average period of 14.9 years through 2042.

Contract Balances

The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenue (contract liabilities) on the accompanying Condensed Consolidated Balance Sheets. Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets. However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the three months ended March 31, 2024, were not materially impacted by any other factors.

Receivable balances related to contracts with customers accounted for under ASC 606 were $402.6 million and $420.2 million million as of March 31, 2024 and December 31, 2023, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842.

Balances in unearned revenue related to contracts with customers were $29.1 million and $28.4 million as of March 31, 2024 and December 31, 2023, respectively. Substantially all revenue that was included in the contract liability balances at the beginning of 2023 has been recognized as of March 31, 2024, and represents revenue from the satisfaction of monthly storage and handling services with average customer inventory turns of approximately 30 days.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.