UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 31, 2024

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to            ,

Commission File Number: 001-34723

AMERICOLD REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland		93-0295215
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)
10 Glenlake Parkway,	Suite 600, South Tower
Atlanta	Georgia	30328
(Address of principal executive offices)		(Zip Code)

(678) 441-1400

(Registrant’s telephone number, including area code)

_________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	COLD	New York Stock Exchange	(NYSE)

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at May 7, 2024
Common Stock, $0.01 par value per share	284,040,294

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes	x	No	¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit such files).
Yes	x	No	¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
x	Large accelerated filer			☐	Accelerated filer
☐	Non-accelerated filer			☐	Smaller reporting company
				☐	Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes	¨	No	¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934)
Yes	☐	No	x

TABLE OF CONTENTS
	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	50
Item 4. Controls and Procedures	50
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	52
Item 1A. Risk Factors	52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3. Defaults Upon Senior Securities	52
Item 4. Mine Safety Disclosures	52
Item 5. Other Information	52
Item 6. Exhibits	53
SIGNATURES	54

1

PART I - FINANCIAL INFORMATION

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following:

•rising inflationary pressures, increased interest rates and operating costs;

•labor and power costs; labor shortages;

•our relationship with our associates, the occurrence of any work stoppages or any disputes under our collective bargaining agreements and employment related litigation;

•the impact of supply chain disruptions;

•risks related to rising construction costs;

•risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof;

•uncertainty of revenues, given the nature of our customer contracts;

•acquisition risks, including the failure to identify or complete attractive acquisitions or failure to realize the intended benefits from our recent acquisitions;

•difficulties in expanding our operations into new markets;

•uncertainties and risks related to public health crises;

•a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes, and those related to the cyber matter which occurred on April 26, 2023;

•risks related to implementation of the new ERP system, defaults or non-renewals of significant customer contracts;

•risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations;

•changes in applicable governmental regulations and tax legislation;

•risks related to current and potential international operations and properties;

•actions by our competitors and their increasing ability to compete with us;

•changes in foreign currency exchange rates;

•the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with our use of third-party trucking service providers to provide transportation services to our customers;

•liabilities as a result of our participation in multi-employer pension plans;

•risks related to the partial ownership of properties, including our JV investments;

•risks related to natural disasters;

•adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry;

•changes in real estate and zoning laws and increases in real property tax rates;

•general economic conditions;

2

•risks associated with the ownership of real estate generally and temperature-controlled warehouses in particular;

•possible environmental liabilities;

•uninsured losses or losses in excess of our insurance coverage;

•financial market fluctuations;

•our failure to obtain necessary outside financing on attractive terms, or at all;

•risks related to, or restrictions contained in, our debt financings;

•decreased storage rates or increased vacancy rates;

•the potential dilutive effect of our common stock offerings, including our ongoing at the market program;

•the cost and time requirements as a result of our operation as a publicly traded REIT; and

•our failure to maintain our status as a REIT.

The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in other sections of this Quarterly Report on Form 10-Q. Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements may contain such words. Examples of forward-looking statements included in this Quarterly Report on Form 10-Q include those regarding our 2024 outlook and our migration of our customers to fixed commitment storage contracts. We qualify any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and other reports filed with the Securities and Exchange Commission, could cause our actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except to the extent required by law.

As used in this report, unless the context otherwise requires, references to “we,” “us,” “our” and “the Company” refer to Americold Realty Trust, Inc., a Maryland corporation, and its consolidated subsidiaries, including Americold Realty Operating Partnership, L.P., a Delaware limited partnership and the subsidiary through which we conduct our business, which we refer to as “our Operating Partnership” or “the Operating Partnership,” and references to “common stock” refer to our common stock, $0.01 par value per share.

In addition, unless otherwise stated herein, when we refer to “cubic feet” in one of our temperature-controlled facilities, we refer to refrigerated cubic feet (as opposed to total cubic feet, refrigerated and otherwise) therein.

3

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, 2024		December 31, 2023
Assets
Property, buildings and equipment:
Land	$	813,243	$	820,831
Buildings and improvements	4,444,068		4,464,359
Machinery and equipment	1,568,141		1,565,431
Assets under construction	476,421		452,312
	7,301,873		7,302,933
Accumulated depreciation	(2,259,390)		(2,196,196)
Property, buildings and equipment – net	5,042,483		5,106,737
Operating leases – net	238,065		247,302
Financing leases – net	100,997		105,164
Cash, cash equivalents and restricted cash	59,204		60,392
Accounts receivable – net of allowance of $21,204 and $21,647 at March 31, 2024 and December 31, 2023, respectively	407,427		426,048
Identifiable intangible assets – net	884,521		897,414
Goodwill	790,568		794,004
Investments in and advances to partially owned entities	38,799		38,113
Other assets	226,113		194,078
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 expenses	513,820		568,764
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, respectively	2,578,992		2,601,122
Sale-leaseback financing obligations	143,825		161,937
Financing lease obligations	91,412		97,177
Operating lease obligations	231,921		240,251
Unearned revenue	29,089		28,379
Deferred tax liability – net	134,142		135,797
Other liabilities	7,653		9,082
Total liabilities	4,186,773		4,234,665
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, respectively	2,840		2,837
Paid-in capital	5,631,968		5,625,907
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’ equity	3,581,296		3,616,129
Noncontrolling interests:
Noncontrolling interests in Operating Partnership	20,108		18,458
Total equity	3,601,404		3,634,587
Total liabilities and equity	$	7,788,177	$	7,869,252
See accompanying notes to Condensed Consolidated Financial Statements.

4

Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
	Three Months Ended March 31,
	2024		2023
Revenues:
Rent, storage and warehouse services	$	597,710	$	595,052
Transportation services	56,853		68,078
Third-party managed services	10,417		13,359
Total revenues	664,980		676,489
Operating expenses:
Rent, storage and warehouse services cost of operations	400,579		420,225
Transportation services cost of operations	45,331		56,418
Third-party managed services cost of operations	8,234		12,280
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 from sale of real estate	(3,514)		191
Total operating expenses	623,149		644,140
Operating income	41,831		32,349
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, net	9,526		1,433
Income (loss) from continuing operations before income taxes	11,796		(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 operations	9,802		(190)
Loss from discontinued operations, net of tax	—		(2,381)
Net income (loss)	$	9,802	$	(2,571)
Net income (loss) attributable to noncontrolling interests	62		(9)
Net income (loss) attributable to Americold Realty Trust, Inc.	$	9,740	$	(2,562)
Weighted average common stock outstanding – basic	284,644		270,230
Weighted average common stock outstanding – diluted	284,878		270,230
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)

See accompanying notes to Condensed Consolidated Financial Statements.

5

Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands)
	Three Months Ended March 31,
	2024		2023
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 hedges	12,700		(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 interests	51		(35)
Total comprehensive income (loss)	$	21,959	$	(14,293)
See accompanying notes to Condensed Consolidated Financial Statements.

6

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, 2023	283,699,120	$	2,837	$	5,625,907	$	(1,995,975)	$	(16,640)	$	18,458	$	3,634,587
Net Income	—	—		—		9,740		—		62		9,802
Other comprehensive income	—	—		—		—		12,106		51		12,157
Distributions on common stock, restricted stock and OP units	—	—		—		(62,743)		—		(233)		(62,976)
Stock-based compensation expense	—	—		4,849		—		—		1,770		6,619
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes	276,843	3		(284)		—		—		—		(281)
Common stock issuance related to employee stock purchase plan	58,148	—		1,496		—				—		1,496
Balance - March 31, 2024	284,034,111	$	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, 2022	269,814,956	$	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		—		—		1,697		6,970
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes	221,084	2		(801)		—		—		—		(799)
Common stock issuance related to employee stock purchase plan	60,393	1		1,452		—		—		—		1,453
Balance - March 31, 2023	270,096,433	$	2,701	$	5,197,893	$	(1,477,452)	$	(17,737)	$	15,872	$	3,721,277

See accompanying notes to Condensed Consolidated Financial Statements.

7

Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
	Three Months Ended March 31,
	2024		2023
Operating activities:
Net income (loss)	$	9,802	$	(2,571)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	92,095		85,024
Amortization of deferred financing costs and pension withdrawal liability	1,289		1,240
Loss on debt extinguishment, modifications and termination of derivative instruments	5,182		545
Loss from investments in partially owned entities	949		3,029
Stock-based compensation expense	6,619		6,970
Deferred income taxes expense (benefit)	619		(3,621)
(Gain) loss from sale of real estate	(3,514)		191
Loss (gain) on other asset disposals	206		(156)
Provision for doubtful accounts receivable	927		1,458
Non-cash lease expenses	10,525		10,624
Changes in operating assets and liabilities:
Accounts receivable	14,085		20,012
Accounts payable and accrued expenses	(53,753)		(62,405)
Other assets	(13,852)		(13,209)
Operating lease liabilities	(9,901)		(9,806)
Other	711		4,156
Net cash provided by operating activities	61,989		41,481
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 equipment	9,020		70
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 exercised	1,943		1,464
Proceeds from employee stock purchase plan	1,496		1,452
Remittance of withholding taxes related to employee stock-based transactions	(2,224)		(2,265)
Proceeds from revolving line of credit	200,010		186,700
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 cash	201		(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 period	60,392		53,063
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

See accompanying notes to Condensed Consolidated Financial Statements.

8

Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

9

Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

10

Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

2. Acquisition, cyber incident and other, net

11

Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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, net	2024		2023
Project Orion expenses	$	7,814	$	1,946
Severance costs	3,834		3,415
Cyber incident related costs, net of insurance recoveries	2,715		—
Acquisition and integration related costs	1,006		$	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.

3. Debt

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

	March 31, 2024		December 31, 2023
	Carrying Amount		Carrying Amount
Senior Unsecured Notes	$	1,759,250	$	1,777,925
Senior Unsecured Term Loans	829,650		833,775
Senior Unsecured Revolving Credit Facility	455,919		392,156
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

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 Notes	01/2026	4.7%	$	200,000	$	200,000	$	200,000	$	200,000
Series B Notes	01/2029	4.9%	$	400,000	400,000		$	400,000	400,000
Series C Notes	01/2030	4.1%	$	350,000	350,000		$	350,000	350,000
Series D Notes	01/2031	1.6%	€	400,000	431,600		€	400,000	441,560
Series E Notes	01/2033	1.7%	€	350,000	377,650		€	350,000	386,365
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, 2024					December 31, 2023
	Contractual Interest Rate(1)	Borrowing Currency		Carrying Amount (USD)		Contractual Interest Rate(1)	Borrowing Currency		Carrying Amount (USD)
Tranche A-1	SOFR 0.9%	$	375,000	$	375,000	SOFR 0.9%	$	375,000	$	375,000
Tranche A-2	CDOR 0.9%	C$	250,000	184,650		CDOR 0.9%	C$	250,000	188,775
Delayed Draw Tranche A-3	SOFR 0.9%	$	270,000	270,000		SOFR 0.9%	$	270,000	270,000
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. dollar	SOFR 0.8%	$	104,000	$	104,000	SOFR 0.8%	$	34,000	$	34,000
Australian dollar	BBSW 0.8%	A$	197,000	128,464		BBSW 0.8%	A$	191,000	130,108
British pound sterling	SONIA 0.8%	£	78,000	98,459		SONIA 0.8%	£	78,000	99,302
Canadian dollar	CDOR 0.8%	C$	35,000	25,851		CDOR 0.8%	C$	35,000	26,429
Euro	EURIBOR 0.8%	€	67,500	72,833		EURIBOR 0.8%	€	67,500	74,513
New Zealand dollar	BKBM 0.8%	NZD	44,000	26,312		BKBM 0.8%	NZD	44,000	27,804
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.

4. Derivative Financial Instruments

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Designated Non-derivative Financial Instruments

As of March 31, 2024, the Company designated £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):

Notional	Fixed Base Interest Rate Swap	Effective Date	Expiration Date	Asset Fair Value as of March 31, 2024		Liability Fair Value as of March 31, 2024
$200 million	3.1%	12/29/2023	7/30/2027	$	6,645	$	—
$175 million	3.5%	11/30/2022	7/30/2027	3,548		—
$270 million	3.1%	11/01/2022	12/31/2027	9,461		—
C$250 million	3.6%	9/23/2022	12/31/2027	2,428		—
			Total	$	22,082	$	—

Notional	Fixed Base Interest Rate Swap	Effective Date	Expiration Date	Asset Fair Value as of December 31, 2023		Liability Fair Value as of December 31, 2023
$200 million	3.1%	12/29/2023	7/30/2027	$	3,687	$	—
$175 million	3.5%	11/30/2022	7/30/2027	788		—
$270 million	3.1%	11/01/2022	12/31/2027	5,106		—
C$250 million	3.6%	9/23/2022	12/31/2027	—		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.

14

Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 Assets				Derivative Liabilities
	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
	(In thousands)
Designated derivatives
Foreign exchange contracts	$	9,586	$	5,899	$	—	$	—
Interest rate contracts	22,082		9,581		—		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 contracts	3,832		1,683		Foreign currency exchange loss, net	4,242		2,096
Foreign exchange contracts	—		—		Interest expense	145		92
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.

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

In 2020, the Company terminated the two 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.

5. 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 Hierarchy	March 31, 2024		December 31, 2023
Measured at fair value during the current reporting period:
Interest rate swap assets	Level 2	$	22,082	$	9,581
Interest rate swap liabilities	Level 2	—		$	330
Cross currency swap assets	Level 2	$	9,586	$	5,899
Disclosed at fair value:
Senior unsecured notes, term loans, and revolving credit facility	Level 3	$	2,864,779	$	2,821,064

6. 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.

7. Commitments and Contingencies

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

8. 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,
	2024		2023
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 hedges	26,925		(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 derivatives	21,038		(8,564)
Net amount reclassified from AOCI to net loss	(8,338)		(4,000)
Net gain (loss) on designated derivatives	12,700		(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.

9. 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,

19

Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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,
	2024		2023
Segment revenues:
Warehouse	$	597,710	$	595,052
Transportation	56,853		68,078
Third-party managed	10,417		13,359
Total revenues	664,980		676,489
Segment contribution:
Warehouse	197,131		174,827
Transportation	11,522		11,660
Third-party managed	2,183		1,079
Total segment contribution	210,836		187,566
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 estate	3,514		(191)
Interest expense	(33,430)		(34,423)
Other, net	9,526		1,433
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)

10. 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

20

Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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,
	2024	2023
Weighted average common shares outstanding – basic	284,644	270,230
Dilutive effect of stock-based awards	234	—
Weighted average common shares outstanding – diluted	284,878	270,230

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,
	2024	2023
Employee stock options	—	—
Restricted stock units	274	57
OP units	87	51
	361	108

11. 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 America		Europe		Asia-Pacific		South America		Total
Warehouse rent and storage	$	217,395	$	17,864	$	19,062	$	1,512	$	255,833
Warehouse services	267,788		24,988		34,490		1,020		328,286
Transportation	32,895		14,896		8,558		504		56,853
Third-party managed	4,438		—		5,979		—		10,417
Total revenues (1)	522,516		57,748		68,089		3,036		651,389
Lease revenue (2)	12,077		1,514		—		—		13,591
Total revenues from contracts with all customers	$	534,593	$	59,262	$	68,089	$	3,036	$	664,980

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

	Three Months Ended March 31, 2023
	North America		Europe		Asia-Pacific		South America		Total
Warehouse rent and storage	$	219,081	$	20,545	$	17,665	$	1,702	$	258,993
Warehouse services	261,632		26,356		34,372		1,285		323,645
Transportation	35,381		23,406		8,672		619		68,078
Third-party managed	7,563		—		5,796		—		13,359
Total revenues (1)	523,657		70,307		66,505		3,606		664,075
Lease revenue (2)	11,050		1,364		—		—		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

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in Part I of this report under 'Cautionary Statement Regarding Forward-Looking Statements' and 'Risk Factors' in our Annual Report on Form 10-K for the year ended December 31, 2023.

Management’s Overview

We are a global leader in temperature-controlled storage, logistics, real estate and value added services, and are focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. Our self-administered and self-managed REIT operates 241 warehouses globally, totaling around 1.5 billion cubic feet, with 196 in North America, 25 in Europe, 18 in Asia-Pacific, and 2 in South America as of March 31, 2024.

Our business includes three primary business segments: warehouse, transportation and third-party managed, and we have minority interests in joint ventures, SuperFrio (operates 35 temperature-controlled warehouses in Brazil), and RSA JV (operates two temperature-controlled warehouses in Dubai).

Focus on Our Operational Effectiveness and Cost Structure

Our ongoing initiatives, some of which are detailed below, focus on streamlining business operations and reducing costs. This includes i) centralizing processes; ii) implementing operational standards; iii) adopting new technology; iv) enhancing health and safety programs; v) leveraging our networks’ purchasing power; and vi) fully integrating acquired assets and businesses. Such realignments have allowed us to acquire new talent and strengthen our service offerings.

Additionally, as part of our initiatives to streamline our business processes and to reduce our cost structure, we have evaluated and exited less strategic and profitable markets or business lines, including the sale of certain warehouse assets, the exit of certain leased facilities, and the exit of certain managed warehouse agreements. Through our process of active portfolio management, we continue to evaluate our markets and offerings.

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Project Orion

In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system. Since going public in 2018, we have acquired over 100 facilities, or approximately 40.0% of our total warehouse facility network. Project Orion will enable us to better integrate many of these recent acquisitions and position us well for the integration of future acquisitions. The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities. Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others. We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology applications and infrastructure rationalization, reduced employee turnover, working capital efficiency and reduced IT maintenance capital expenditures. The activities associated with Project Orion are expected to be substantially complete within three years. Since inception, the Company has incurred $84.1 million of implementation costs related to Project Orion of which $59.4 million has been deferred within Other Assets on the Condensed Consolidated Balance Sheet as of March 31, 2024.

For further information regarding Project Orion, refer to our Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K as filed with the SEC.

Other costs reduction initiatives

To reduce facility costs we have invested in energy efficiency projects, including LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives, third party efficiency reviews, real-time energy consumption monitoring, rapid open and close doors, and alternative-power generation technologies. We have also fine tuned our refrigeration systems, implemented energy management practices, and increased our participation in Power Demand Response programs with some of our power suppliers. These initiatives have allowed us to reduce our consumption of kilowatt hours and energy spend.

Lastly, we have implemented rainwater harvesting in certain locations to reduce water demand and wastewater treatment costs while managing stormwater runoff.

Significant Risks and Uncertainties

Refer to “Item 1A - Risk Factors” of our 2023 Annual Report on Form 10-K as filed with the SEC.

Seasonality

We specialize in providing services to businesses within the food industry whose businesses are often seasonal or cyclical. On average the first and second quarter segment contributions are relatively consistent. On a portfolio-wide basis, physical occupancy rates are generally the lowest during May and June and gradually increase thereafter, due to annual harvests and our customers’ focus on building inventories for end-of-year holidays, which generally peak between mid-September and early December. The external temperature reaches annual peaks for a majority of our portfolio during the third and fourth quarter of the year resulting in increased power expenses.

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To manage earnings volatility due to seasonality, we have implemented fixed commitment contracts with certain customers. These fixed commitment contracts obligate our customers to pay for guaranteed warehouse space to maintain required inventory levels, particularly during peak occupancy periods. Our diverse customer base also mitigates the impact of seasonality as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summer while demand for frozen turkeys usually peaks in the late fall). Additionally, our southern hemisphere operations in Australia, New Zealand and South America complement the growing and harvesting cycles in North America and Europe, further balancing seasonality’s impact on our operations.

Foreign Currency Translation Impact on Our Operations

Our consolidated revenues and expenses are impacted by foreign currency fluctuations, which can significantly affect our results. However, revenues and expenses from our international operations are typically denominated in the local currency of the country in which they are derived, which partially mitigates the impact of foreign currency fluctuations.

The following table shows a comparison of underlying spot and average exchange rates for the three month periods ending March 31, 2024 and 2023. Amounts presented in constant currency within our results of operations are calculated by applying the average foreign exchange rate from the comparable prior year period to actual local currency results in the current period. While constant currency metrics are a non-GAAP calculation and do not represent actual results, the comparison allows the reader to understand the impact of operations excluding changes in foreign exchange rates. We provide reconciliations of these measures in the discussions of our comparative results of operations below. Our discussion of the drivers of our performance below are based upon U.S. GAAP.

	Spot Foreign exchange rates	Average foreign exchange rates for the three months ended	Spot Foreign exchange rates	Average foreign exchange rates for the three months ended (1)
	March 31, 2024		March 31, 2023
Argentinian peso	0.001	0.001	0.005	0.005
Australian dollar	0.652	0.658	0.669	0.684
Brazilian real	0.199	0.202	0.198	0.193
British pound	1.262	1.268	1.234	1.215
Canadian dollar	0.739	0.742	0.740	0.740
Chilean peso	0.001	0.001	0.001	0.001
Euro	1.079	1.086	1.084	1.073
New Zealand dollar	0.598	0.613	0.626	0.630
Polish zloty	0.251	0.251	0.232	0.228

1Prior period exchange rates used to adjust current period operating results for constant currency metrics used herein.

How We Assess the Performance of Our Business

Segment Contribution Net Operating Income (“NOI”)

We evaluate the performance of our primary business segments based on their NOI contribution to our overall results of operations which aligns with how our decision makers evaluate performance.

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•Warehouse segment contribution NOI is calculated as warehouse segment revenues less its cost of operations (excluding any depreciation and amortization, impairment charges, corporate-level selling, general and administrative expenses and corporate-level acquisition, cyber incident and other, net).

•Warehouse rent and storage contribution NOI is calculated as warehouse rent and storage revenues less power and other facilities cost.

•Warehouse services operations NOI is calculated as warehouse services revenues less labor and other service costs.

•Contribution NOI margin for each of these operations is calculated as the applicable contribution (NOI) measure divided by the applicable revenue measure.

Segment NOI and NOI margin contribution metrics help investors understand revenue, costs, and earnings among service types. These NOI contribution measures are supplemental and are not measurements of financial performance under U.S. GAAP. We provide reconciliations of these measures in the results of operations sections below.

Same Store Analysis

We believe that same store metrics are key performance indicators commonly used in the real estate industry. Evaluating the performance of our real estate portfolio on a same store basis allows investors to evaluate performance in a way that is consistent period to period. We define our “same store” population once annually at the beginning of the current calendar year. Our population includes properties owned or leased for the entirety of two comparable periods with at least twelve consecutive months of normalized operations prior to January 1 of the current calendar year. We define “normalized operations” as properties that have been open for operation or lease, after development or significant modification (e.g., expansion or rehabilitation subsequent to a natural disaster). Acquired properties are included in the “same store” population if owned by us as of the first business day of the prior calendar year (e.g. January 1, 2023) and are still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that were sold or entered development subsequent to the beginning of the current calendar year.

Beginning January of 2024, changes in ownership structure (e.g., purchase of a previously leased warehouse) will no longer result in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations. Additionally, management will begin to classify new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year. These changes reflect a better alignment of our disclosures with industry practices.

For all same store properties (as defined above), we calculate “same store contribution NOI”, “same store rent and storage contribution NOI”, “same store services contribution NOI”, and the related margins in the same manner as described above. To ensure comparability in our period-to-period operating results, we also calculate same store contribution NOI measures on a constant currency basis, removing the impact of foreign exchange rate fluctuations by using prior period exchange rates to translate current period results into US dollars. These metrics isolate the operating performance of a consistent set of properties and thus eliminates the effects of changes in portfolio composition and currency fluctuations.

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The following table shows the number of same-store and non-same store warehouses in our portfolio as of March 31, 2024. The non-same store warehouse count in the table below includes the partial period impact of sites exited during the periods presented.

Same Store Warehouses	226
Non-Same Store Warehouses (1)	10
Third-Party Managed Warehouses	5
Total Warehouses	241

(1) The non-same store facility count of 10 consists of: five sites in the expansion and development phase, two facilities that we purchased in 2023, one facility that requires capital investment in anticipation of repurposing, one leased facility expiring during the second quarter of 2024 which we have already ramped down operations ahead of expiration, and one site in which we have ceased operations and intend to lease to a third party.

Same store financial metrics are not a measurement of financial performance under U.S. GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same store or calculate same store financial metrics in a manner consistent with our definitions and calculations. Same store financial measures should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.

Economic Occupancy of our Warehouses

We define average economic occupancy as the aggregate number of physically occupied pallets and contractually committed pallets for a given period, without duplication. We estimate the number of contractually committed pallet positions by subtracting the physical pallet positions from the contractually committed pallet positions specified in each customer’s contract.

Economic occupancy is a key driver of our financial results. Historically, providers of temperature-controlled warehouse space have offered storage services to customers on an as-utilized, on-demand basis. We now aim to establish contracts with fixed storage commitments for new customer relationships and transition existing customers to such contracts in conjunction with contract renewals or changes in customer profiles. This strategy mitigates the impact of seasonal changes on physical occupancy and ensures our customers have the necessary space to support their business needs.

Throughput at our Warehouses

The level and nature of throughput at our warehouses significantly impacts out warehouse services revenues. Throughput refers to the volume of pallets entering and exiting our warehouses, with higher levels of throughput driving warehouse services revenues as customers are typically billed based on throughput. The nature of throughput can be influenced by various factors including product turnover and shifts in consumer demand.

Food manufacturers’ production levels are influenced by market conditions, labor availability, supply chain dynamics and consumer preferences, which impact inbound pallets. Shifts in consumer demand may also impact outbound pallets.

Components of Our Results of Operations

Warehouse

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Rent, storage and warehouse services. Our primary source of revenues are rent, storage, and warehouse services fees. Rent and storage revenues are related to the storage of frozen, perishable or other products in our warehouses. We also offer a wide array of value added services including: i) receipt, labeling and storage of goods, ii) customized order retrieval and packaging, iii) blast freezing and ripening, iv) government approved periodic inspections, fumigation, and other treatment services, v) e-commerce fulfillment and many more.

Rent storage and warehouse costs of operations consist of labor, power, other facilities costs, and other service costs.

Labor, the most significant part of warehouse expenses, covers wages, benefits, workers' compensation, and can vary due to factors like workforce size, customer needs, compensation levels, third-party labor usage, collective bargaining agreements, customer requirements, productivity, labor availability, government policies, medical insurance costs, safety programs, and discretionary bonuses.

The cost of power, also a significant cost of operations, fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements or, to the extent possible and appropriate, through rate escalations or power surcharge provisions within our customer contracts.

Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating leases rent charges, security, and other related facilities costs.

Other services costs include equipment costs, warehouse consumables (e.g. shrink-wrap), employee protective equipment, warehouse administration and other related services costs.

Transportation

Transportation services revenue is derived from fees charged for transportation of our customers products, often including fuel and capacity surcharges.

Transportation services costs of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability. In select markets, we use our drivers and assets, incurring costs like wages, fuel, tolls, insurance, and maintenance to operate these assets.

Third-Party Managed

Third-party managed services revenue. Reimbursements that we receive for expenses incurred for warehouses that we manage on behalf of third party owners are recognized as third-party managed services revenues. We also earn management fees, incentive fees upon achieving negotiated performance and cost-savings results, or an applicable mark-up on costs.

Third-Party managed services costs of operations, which are recognized on a pass through basis, primarily consist of labor charges similar to those described above as a component of the warehouse costs of operations.

Consolidated Operating Expenses

Depreciation and amortization charges relate to the depreciation of buildings and equipment related improvements, leasehold improvements, material handling equipment, furniture, fixtures, and our computer equipment. Amortization relates primarily to intangible assets for customer relationships.

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Selling, general and administrative expenses consist primarily of non-warehouse related labor, administrative, business development, marketing, engineering, human resources, information technology, performance and time based incentive compensation, communications, travel, professional fees, bad debt, training, and office supplies.

Acquisition, cyber incident and other, net consists of non-recurring or non-routine costs including acquisition related costs, costs related to Project Orion, litigation and settlement costs outside of the normal course of business, severance, terminated site operations costs, and cyber incident related costs, net of insurance recoveries all of which are not representative of our normal course of operations.

Impairment of indefinite and long-lived assets represents charges represents the impairment of goodwill and other long lived assets whose values are considered unrecoverable.

Loss (gain) from sale of real estate represents gains or losses recognized from the sale of Company owned real estate.

Interest expense is associated with interest charged on unsecured revolving credit facilities, term loans, and notes.

Loss on debt extinguishment, modifications, and termination of derivative instruments is representative of charges associated with debt extinguishments and modifications as well as the termination of derivative instruments.

Loss from investments in partially owned entities is representative of our share of gains and losses associated with our minority ownership interests in joint ventures.

Other, net primarily includes foreign currency remeasurement, interest income, gains and losses on asset disposals, and other miscellaneous items.

RESULTS OF OPERATIONS

Comparison of Results for the Three Months Ended March 31, 2024 and 2023

Warehouse Segment

The following table presents the operating results of our warehouse segment for the three months ended March 31, 2024 and 2023.

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	Three Months Ended March 31,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
	(Dollars in thousands)
Rent and storage	$	269,424		$	274,666		$	271,407		(0.7)	%	1.2	%
Warehouse services	328,286			332,428			323,645			1.4	%	2.7	%
Total warehouse segment revenues	597,710			607,094			595,052			0.4	%	2.0	%
Power	33,333			34,370			36,048			(7.5)	%	(4.7)	%
Other facilities costs (2)	65,595			67,043			60,800			7.9	%	10.3	%
Labor	248,173			251,132			258,541			(4.0)	%	(2.9)	%
Other services costs (3)	53,478			54,558			64,836			(17.5)	%	(15.9)	%
Total warehouse segment cost of operations	$	400,579		$	407,103		$	420,225		(4.7)	%	(3.1)	%
Warehouse segment contribution (NOI)	197,131			199,991			174,827			12.8	%	14.4	%
Warehouse rent and storage contribution (NOI)	170,496			173,253			174,559			(2.3)	%	(0.7)	%
Warehouse services contribution (NOI)	26,635			26,738			268			9,838.4	%	9,876.9	%
Total warehouse segment margin	33.0		%	32.9		%	29.4		%	360 bps		356 bps
Rent and storage margin	63.3		%	63.1		%	64.3		%	-103 bps		-124 bps
Warehouse services margin	8.1		%	8.0		%	0.1		%	803 bps		796 bps

(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2)Includes real estate rent expense of $9.2 million and $9.4 million, on an actual basis, for the first quarter of 2024 and 2023, respectively.

(3)Includes non-real estate rent expense (equipment lease and rentals) of $3.5 million and $3.6 million, on an actual basis, for the first quarter of 2024 and 2023, respectively.

On a constant currency basis, our warehouse segment revenues increased $12.0 million, or 2.0%, as compared to the same period in the prior year. This growth was primarily driven by $4.9 million of growth in our same store pool and $7.2 million of growth in our non-same store pool, further discussed below.

On a constant currency basis, our warehouse segment cost of operations decreased $13.1 million, or 3.1%, during the three months ended March 31, 2024, as compared to the same period of the prior year. This is primarily driven by a $13.8 million decrease in same store warehouse costs of operations, further discussed below.

On a constant currency basis, warehouse segment NOI increased 14.4% during the three months ended March 31, 2024, as compared to the same period of the prior year. This is primarily due to increased NOI in our same store portfolio of $18.7 million on a constant currency basis, attributable to factors described below.

Same Store and Non-Same Store Results

The following table presents revenues, cost of operations, contribution (NOI) and margins for our same stores and non-same stores with a reconciliation to the total financial metrics of our warehouse segment for the three months ended March 31, 2024 and 2023.

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	Three Months Ended March 31,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
Number of same store sites	226						226			n/a		n/a
Same store revenues:	(Dollars in thousands)
Rent and storage	$	256,295		$	261,450		$	264,050		(2.9)	%	(1.0)	%
Warehouse services	320,416			324,447			316,978			1.1	%	2.4	%
Total same store revenues	576,711			585,897			581,028			(0.7)	%	0.8	%
Same store cost of operations:
Power	31,225			32,254			34,810			(10.3)	%	(7.3)	%
Other facilities costs	59,195			60,613			57,270			3.4	%	5.8	%
Labor	235,560			238,424			246,463			(4.4)	%	(3.3)	%
Other services costs	50,149			51,220			57,768			(13.2)	%	(11.3)	%
Total same store cost of operations	$	376,129		$	382,511		$	396,311		(5.1)	%	(3.5)	%
Same store contribution (NOI)	$	200,582		$	203,386		$	184,717		8.6	%	10.1	%
Same store rent and storage contribution (NOI)	$	165,875		$	168,583		$	171,970		(3.5)	%	(2.0)	%
Same store services contribution (NOI)	$	34,707		$	34,803		$	12,747		172.3	%	173.0	%
Total same store margin	34.8		%	34.7		%	31.8		%	299 bps		292 bps
Same store rent and storage margin	64.7		%	64.5		%	65.1		%	-41 bps		-65 bps
Same store services margin	10.8		%	10.7		%	4.0		%	681 bps		671 bps

	Three Months Ended March 31,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual	Constant Currency
Number of non-same store sites	10						12			n/a	n/a
Non-same store revenues:	(Dollars in thousands)
Rent and storage	$	13,129		$	13,216		$	7,357		n/r	n/r
Warehouse services	7,870			7,981			6,667			n/r	n/r
Total non-same store revenues	20,999			21,197			14,024			n/r	n/r
Non-same store cost of operations:
Power	2,108			2,116			1,238			n/r	n/r
Other facilities costs	6,400			6,430			3,530			n/r	n/r
Labor	12,613			12,708			12,078			n/r	n/r
Other services costs	3,329			3,338			7,068			n/r	n/r
Total non-same store cost of operations	$	24,450		$	24,592		$	23,914		n/r	n/r
Non-same store contribution (NOI)	$	(3,451)		$	(3,395)		$	(9,890)		n/r	n/r
Non-same store rent and storage contribution (NOI)	$	4,621		$	4,670		$	2,589		n/r	n/r
Non-same store services contribution (NOI)	$	(8,072)		$	(8,065)		$	(12,479)		n/r	n/r
Total non-same store margin	(16.4)		%	(16.0)		%	(70.5)		%	n/r	n/r
Non-same store rent and storage margin	35.2		%	35.3		%	35.2		%	n/r	n/r
Non-same store services margin	(102.6)		%	(101.1)		%	(187.2)		%	n/r	n/r

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	Three Months Ended March 31,						Change
	2024 Actual		2024 Constant Currency(1)		2023 Actual		Actual		Constant Currency
Total warehouse segment revenues	$	597,710	$	607,094	$	595,052	0.4	%	2.0	%
Total warehouse cost of operations	$	400,579	$	407,103	$	420,225	(4.7)	%	(3.1)	%
Total warehouse segment contribution	$	197,131	$	199,991	$	174,827	12.8	%	14.4	%

(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

n/a - not applicable, the change in actual and constant currency metrics does not apply to site count.

n/r - not relevant

Same store handling revenue increased $7.5 million on a constant currency basis, primarily due to our pricing initiatives and rate escalations, partially offset by a decline in throughput as a result of consumer buying habits as a result of the current market environment.

Same store storage revenue decreased $2.6 million on a constant currency basis, primarily due to a decline in economic occupancy from lower physically occupied positions, partially offset by an increase in fixed commitments.

Same store warehouse costs of operations decreased on a constant currency basis by $13.8 million primarily driven by lower labor, other service costs, and power expense. Labor costs decreased as a result of lower throughput volume resulting in less overtime and needed contract labor, in addition to labor efficiencies. Other service costs decreased from lower throughput volumes resulting in lower freight costs. Power expense decreased primarily due to higher cost per kilowatt-hour during the first quarter of 2023 resulting from the impact of the Ukraine conflict on our European operations, which have moderated compared to the prior year.

Non-same store revenue increased $7.2 million on a constant currency basis, due to recently completed expansion and development projects, as well as completed acquisitions, including the Ormeau, Australia acquisition during July of 2023, and the Safeway acquisition during October 2023.

The following table provides certain operating metrics to explain the drivers of our same store performance.

	Three Months Ended March 31,						Change
Units in thousands except per pallet and site number data - unaudited	2024			2023
Number of same store sites	226			226			n/a
Same store rent and storage:
Economic occupancy
Average occupied economic pallets	4,242			4,453			(4.7)	%
Economic occupancy percentage	80.9		%	84.4		%	-352 bps
Same store rent and storage revenues per average economic occupied pallet	$	60.42		$	59.30		1.9	%
Constant currency same store rent and storage revenues per average economic occupied pallet	$	61.63		$	59.30		3.9	%
Physical occupancy
Average physical occupied pallets	3,683			4,107			(10.3)	%
Average physical pallet positions	5,246			5,277			(0.6)	%
Physical occupancy percentage	70.2		%	77.8		%	-762 bps
Same store rent and storage revenues per average physical occupied pallet	$	69.59		$	64.29		8.2	%
Constant currency same store rent and storage revenues per average physical occupied pallet	$	70.99		$	64.29		10.4	%

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	Three Months Ended March 31,						Change
Units in thousands except per pallet and site number data - unaudited	2024			2023
Same store warehouse services:
Throughput pallets (in thousands)	8,682			9,396			(7.6)	%
Same store warehouse services revenues per throughput pallet	$	36.91		$	33.74		9.4	%
Constant currency same store warehouse services revenues per throughput pallet	$	37.37		$	33.74		10.8	%
Number of non-same store sites	10			12			n/a
Non-same store rent and storage:
Economic occupancy
Average economic occupied pallets	151			100			n/r
Economic occupancy percentage	53.0		%	71.4		%	n/r
Non-same store rent and storage revenues per average economic occupied pallet	$	86.95		$	73.57		n/r
Constant currency non-same store rent and storage revenues per average economic occupied pallet	$	87.52		$	73.57		n/r
Physical occupancy
Average physical occupied pallets	127			83			n/r
Average physical pallet positions	285			140			n/r
Physical occupancy percentage	44.6		%	59.3		%	n/r
Non-same store rent and storage revenues per average physical occupied pallet	$	103.38		$	88.64		n/r
Constant currency non-same store rent and storage revenues per average physical occupied pallet	$	104.06		$	88.64		n/r
Non-same store warehouse services:
Throughput pallets (in thousands)	368			257			n/r
Non-same store warehouse services revenues per throughput pallet	$	21.39		$	25.94		n/r
Constant currency non-same store warehouse services revenues per throughput pallet	$	21.69		$	25.94		n/r

n/a - not applicable

n/r - not relevant

Economic occupancy for our same store pool was 80.9% for the three months ended March 31, 2024, a decrease of 352 basis points compared to the same period of the prior year. Economic occupancy decreased primarily due to our customers’ slow down in food production levels, which is impacted by the economic strains felt by the end-consumer resulting in basket sizes shrinking and less pantry stocking. Economic occupancy for our same store pool for the three months ended March 31, 2024 was 1,066 basis points higher than our corresponding average physical occupancy of 70.2%.

On a constant currency basis, our same store rent and storage revenues per occupied pallet increased 3.9% during the three month period ending March 31, 2024 as compared to the same period of the prior year. This is primarily due contractual rate escalations.

Throughput pallets for our same store pool decreased 7.6% during the three months ended March 31, 2024 as compared to the same period in the prior year. This decrease was related to a decline in end-consumer demand due to the broader economic slowdown.

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On a constant currency basis, our same store services revenue per throughput pallet increased 10.8% during the three months ended March 31, 2024 as compared to the same period in the prior year primarily due to contractual rate escalations.

Transportation Segment

The following table presents the operating results of our transportation segment for the three months ended March 31, 2024 and 2023.

	Three Months Ended March 31,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
	(Dollars in thousands)
Transportation revenues	$	56,853		$	58,255		$	68,078		(16.5)	%	(14.4)	%
Transportation cost of operations	45,331			46,475			56,418			(19.7)	%	(17.6)	%
Transportation segment contribution (NOI)	$	11,522		$	11,780		$	11,660		(1.2)	%	1.0	%
Transportation margin	20.3		%	20.2		%	17.1		%	314 bps		309 bps

(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

Transportation revenues are $56.9 million for the three months ended March 31, 2024, a decrease of $11.2 million or 16.5% compared to $68.1 million for the same period in the prior year. On a constant currency basis transportation revenues were $58.3 million, a decrease of $9.8 million, or 14.4%, during the three months ended March 31, 2024, compared to the same period in the prior year. The decrease was primarily due to the strategic transition of transportation business in the UK to a third party logistics model, and the softening of transportation demand in the general macro-environment.

Transportation cost of operations is $45.3 million for the three months ended March 31, 2024, a decrease of $11.1 million or 19.7% compared to $56.4 million for the same period in the prior year. On a constant currency basis transportation cost of operations was $46.5 million, a decrease of $9.9 million, or 17.6%, during the three months ended March 31, 2024, compared to the same period in the prior year. The decrease was due to the same factors contributing to the decline in revenue mentioned above.

Transportation NOI is $11.5 million for the three months ended March 31, 2024, a decrease of $0.1 million or 1.2% compared to $11.7 million for the same period in the prior year. On a constant currency basis the transportation segment contribution NOI is $11.8 million an increase of 1.0% during the three months ended March 31, 2024, compared to the same period in the prior year due to the factors mentioned above.

On a constant currency basis, the transportation segment margin increased 309 basis points during the three months ended March 31, 2024, compared to the same period in the prior year. The increase in margin was primarily due to the strategic transition of transportation in the UK business previously mentioned above.

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Third-Party Managed Segment

The following table presents the operating results of our third-party managed segment for the three months ended March 31, 2024 and 2023:

	Three Months Ended March 31,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
Number of managed sites	5						5			n/a		n/a
	(Dollars in thousands)
Third-party managed revenues	$	10,417		$	10,648		$	13,359		(22.0)	%	(20.3)	%
Third-party managed cost of operations	8,234			8,412			12,280			(32.9)	%	(31.5)	%
Third-party managed segment contribution	$	2,183		$	2,236		$	1,079		102.3	%	107.2	%
Third-party managed margin	21.0		%	21.0		%	8.1		%	1288 bps		1292 bps

(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

Third-party managed revenues are $10.4 million for the three months ended March 31, 2024, a decrease of $2.9 million or 22.0% compared to $13.4 million for the same period in the prior year. On a constant currency basis, third-party managed revenues were $10.6 million a decrease of $2.7 million, or 20.3%, during the three months ended March 31, 2024 as compared to the same period in the prior year.

Third-party managed cost of operations is $8.2 million for the three months ended March 31, 2024, a decrease of $4.0 million or 32.9% compared to $12.3 million for the same period in the prior year. On a constant currency basis, third-party managed cost of operations were $8.4 million, a decrease of $3.9 million, or 31.5%, during the three months ended March 31, 2024 as compared to the same period in the prior year.

The decrease in third-party managed revenues and cost of operations is due to the previous exit and continued wind down of operations of our historically largest domestic customer in this segment.

Third-party managed segment contribution (NOI) is $2.2 million for the three months ended March 31, 2024, an increase of $1.1 million or 102.3% compared to $1.1 million for the same period in the prior year. On a constant currency basis, third-party managed segment contribution (NOI) was $2.2 million for the three months ended March 31, 2024, an increase of $1.2 million, or 107.2% as compared to the same period in the prior year. The improvement in margin is primarily due to operational improvements in Australia and certain North America locations.

Other Consolidated Operating Expenses

Depreciation and amortization. Depreciation and amortization expense increased $7.1 million, or 8.3%, during the three months ended March 31, 2024 as compared to the same period in the prior year. This increase was primarily due to acquisitions, expansions and developments, partially offset by the favorable impact of foreign currency translation.

Selling, general and administrative. Corporate-level selling, general and administrative expenses increased $2.6 million, or 4.1%, compared to $62.9 million for the three months ended March 31, 2023. This was primarily driven by an increase in routine legal and professional fees.

Acquisition, cyber incident and other, net. Corporate-level acquisition, cyber incident and other, net include the following:

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	Three Months Ended March 31,				Change
Acquisition, cyber incident and other, net	2024		2023		$		%
Project Orion expenses	$	7,814	$	1,946	$	5,868	301.5%
Severance costs	3,834		3,415		419		12.3%
Cyber incident related costs, net of insurance recoveries	2,715		—		2,715		n/r
Acquisition and integration related costs	1,006		1,786		(780)		(43.7)%
Other	(371)		—		(371)		n/r
Total acquisition, cyber incident and other, net	$	14,998	$	7,147	$	7,851	109.9%
n/r- not relevant

Acquisition, cyber incident and other, net. Corporate-level acquisition, cyber incident and other, net was $15.0 million for the three months ended March 31, 2024, an increase of $7.9 million compared to the three months ended March 31, 2023. 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. These costs have increased by $5.9 million primarily due to increased contract labor and ERP testing and implementation costs.

Cyber incident related costs, net of insurance recoveries increased by $2.7 million and is primarily related to incremental claims reserve expense, and professional and legal fees related to the 2023 Cyber incident further described in Note 2 - Acquisition, cyber incident and other, net and Note 7 - Commitments and Contingencies to these Condensed Consolidated Financial Statements.

Severance costs increased by $0.4 million, or 12.3%, mainly due to realignment of certain international operations.

Acquisition and integration related costs decreased by $0.8 million or 43.7%, due to less integration related expenses and professional fees from lower acquisition activity.

Other costs decreased by $0.4 million related to a litigation adjustment.

(Gain) loss from sale of real estate. For the three months ended March 31, 2024 we recorded a $3.5 million gain from the sale of real estate related to the strategic sale of a facility as we continually optimize our portfolio.

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Other Expense and Income

The following table presents other items of other expense and income for the three months ended March 31, 2024 and 2023.

	Three months ended March 31,				Change
	2024		2023		%
Other (expense) income:	(Dollars in thousands)
Interest expense	$	(33,430)	$	(34,423)	(2.9)	%
Loss on debt extinguishment, modifications and termination of derivative instruments	(5,182)		(545)		n/r
Loss from investments in partially owned entities	(949)		(648)		46.5	%
Other, net	9,526		1,433		n/r
n/r- not relevant

Interest expense. Interest expense was $33.4 million for the three months ended March 31, 2024, a decrease of $1.0 million, or 2.9%, compared to $34.4 million for the three months ended March 31, 2023. Our effective interest rate on our outstanding debt decreased from 4.1% in the first quarter of 2023 to 4.0% in the first quarter of 2024, primarily due to a favorable rate received at expiration of a portion of our Unsecured Term Loans, as well as lower average outstanding borrowings, and further benefiting from the impact of our interest rate hedge instruments.

Loss on debt extinguishment and termination of derivative instruments. Loss on debt extinguishment and termination of derivative instruments was $5.2 million for the three months ended March 31, 2024, an increase of $4.6 million, compared to $0.5 million for the three months ended March 31, 2023. The increase was primarily due to the purchase of two failed sale-leaseback facilities, resulting in a loss on debt extinguishment of $4.7 million.

Loss from investments in partially owned entities. Loss from investments in partially owned entities was $0.9 million for the three months ended March 31, 2024, an increase of $0.3 million, or 46.5%, compared to $0.6 million for the three months ended March 31, 2023. This is primarily due to decreases in revenue from both ventures due to lower occupancy rates and loss of a customer.

Other, net. Other, net was a benefit of $9.5 million for the three months ended March 31, 2024, a increase of $8.1 million, compared to a benefit of $1.4 million for the three months ended March 31, 2023. This is primarily due to an $8.3 million settlement related to a representations and warranty claim related to a prior acquisition.

Loss from discontinued operations, net of tax. Loss from discontinued operations, net of tax was zero for the three months ended March 31, 2024, a decrease of $2.4 million, or 100.0%, compared to $2.4 million for the three months ended March 31, 2023. This is primarily due to our share of losses from the Comfrio joint venture prior to disposition during the three months ended June 30, 2023.

Income Tax Benefit (Expense)

Income tax expense for the three months ended March 31, 2024 was $2.0 million, an increase of $3.6 million from an income tax benefit of $1.6 million for the three months ended March 31, 2023. The change is primarily from improved operating results.

Non-GAAP Financial Measures

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We use the following non-GAAP financial measures as supplemental performance measures of our business: NAREIT FFO, Core FFO, Adjusted FFO, NAREIT EBITDAre, Core EBITDA and net debt to pro-forma Core EBITDA.

We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance with U.S. GAAP, excluding extraordinary items as defined under U.S. GAAP and gains or losses from sales of previously depreciated operating real estate and other assets, plus specified non-cash items, such as real estate asset depreciation and amortization impairment charge on real estate related assets and our share of reconciling items for partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can facilitate comparisons of operating performance between periods and among other equity REITs.

We calculate core funds from operations, or Core FFO, as NAREIT FFO adjusted for the effects of gain or loss on the sale of non-real estate assets; Acquisition, cyber incident and other, net; goodwill impairment (when applicable); loss on debt extinguishment; modifications and termination of derivative instruments; foreign currency exchange losses; and gain on legal settlements related to prior period operations. We also adjust Core FFO for our share of reconciling items for partially owned entities. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential.

However, because NAREIT FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the usefulness of NAREIT FFO and Core FFO as a measure of our performance may be limited.

We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of Amortization of deferred financing costs and pension withdrawal liability, Non-real estate asset impairment, Amortization of below/above market leases, Straight-line rental revenue adjustment, Deferred income taxes expense (benefit), Stock-based compensation, Non-real estate depreciation and amortization, and Maintenance capital expenditures. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.

FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO and Adjusted FFO should be evaluated along with U.S. GAAP net income and net income per diluted share (the most directly comparable U.S. GAAP measures) in evaluating our operating performance. FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S. GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our condensed consolidated statements of operations included elsewhere in this Quarterly Report on Form 10-Q. FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do. The table below reconciles FFO, Core FFO and Adjusted FFO to net (loss) income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.

39

Reconciliation of Net Income (Loss) to NAREIT FFO, Core FFO, and Adjusted FFO
(In thousands)
	Three Months Ended March 31,
	2024		2023
Net income (loss)	$	9,802	$	(2,571)
Adjustments:
Real estate related depreciation	56,275		54,541
(Gain) loss on sale of real estate	(3,514)		191
Net loss on asset disposals	40		—
Our share of reconciling items related to partially owned entities	148		903
NAREIT FFO	62,751		53,064
Adjustments:
Net (gain) loss on sale of non-real estate assets	(20)		420
Acquisition, cyber incident, and other, net	14,998		7,147
Loss on debt extinguishment and termination of derivative instruments	5,182		545
Foreign currency exchange loss (gain)	373		(458)
Our share of reconciling items related to partially owned entities	136		128
Gain on legal settlement related to prior period operations	(6,104)		—
Core FFO applicable to common stockholders	77,316		60,846
Adjustments:
Amortization of deferred financing costs and pension withdrawal liability	1,289		1,240
Amortization of below/above market leases	368		402
Straight-line rental revenue adjustment	589		(491)
Deferred income taxes expense (benefit)	619		(3,621)
Stock-based compensation	6,619		6,970
Non-real estate depreciation and amortization	35,820		30,483
Maintenance capital expenditures (a)	(17,933)		(16,244)
Our share of reconciling items related to partially owned entities	226		304
Adjusted FFO applicable to common stockholders	$	104,913	$	79,889

(a)Maintenance capital expenditures include capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology.

40

We calculate NAREIT EBITDA for Real Estate, or EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, net loss before interest expense, income tax benefit, depreciation and amortization, gain or loss on sale of real estate, and adjustment to reflect share of EBITDAre of partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful life of related assets among otherwise comparable companies.

We also calculate our Core EBITDA as EBITDAre further adjusted for Acquisition, cyber incident, and other, net; Loss from investments in partially owned entities; Impairment of indefinite and long-lived assets (when applicable); Foreign currency exchange loss (gain); Gain on legal settlement related to prior period operations; Stock-based compensation expense; Loss on debt extinguishment, modifications and terminations of derivatives instruments; Loss on other asset disposals; and Reduction in EBITDAre from partially owned entities . We believe that the presentation of Core EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre but which we do not believe are indicative of our core business operations. EBITDAre and Core EBITDA are not measurements of financial performance under U.S. GAAP, and our EBITDAre and Core EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Core EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with U.S. GAAP. Our calculations of EBITDAre and Core EBITDA have limitations as analytical tools, including:

•these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures;

•these measures do not reflect changes in, or cash requirements for, our working capital needs;

•these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

•these measures do not reflect our tax expense or the cash requirements to pay our taxes; and

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.

We use EBITDAre and Core EBITDA as measures of our operating performance and not as measures of liquidity. The table below reconciles EBITDAre and Core EBITDA to net (loss) income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.

41

Reconciliation of Net (Loss) Income to NAREIT EBITDAre and Core EBITDA
(In thousands)
	Three Months Ended March 31,
	2024		2023
Net income (loss)	9,802		(2,571)
Depreciation and amortization	92,095		85,024
Interest expense	33,430		34,423
Income tax expense (benefit)	1,994		(1,644)
(Gain) loss on sale of real estate	(3,514)		191
Adjustment to reflect share of EBITDAre of partially owned entities	1,470		2,883
NAREIT EBITDAre	$	135,277	$	118,306
Adjustments:
Acquisition, cyber incident, and other, net	14,998		7,147
Loss from investments in partially owned entities	949		3,029
Foreign currency exchange loss (gain)	373		(458)
Stock-based compensation expense	6,619		6,970
Loss on debt extinguishment and termination of derivative instruments	5,182		545
Loss on other asset disposals	20		420
Reduction in EBITDAre from partially owned entities	(1,470)		(2,883)
Gain on legal settlement related to prior period operations	(6,104)		—
Core EBITDA	$	155,844	$	133,076

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LIQUIDITY AND CAPITAL RESOURCES

The Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company. Separate Consolidated Financial Statements of the Operating Partnership have not been presented in accordance with the amendments to Rule 3-10 of Regulation S-X. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the Consolidated Financial Statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.

Our principal sources of funding for our financial commitments include:

•current cash balances;

•cash flows from operations;

•our Senior Unsecured Revolving Credit Facility;

•our ATM Equity Programs; and

•other forms of debt financings and equity offerings, including capital raises through joint ventures.

We expect that our funding sources as noted above are adequate and will continue to be adequate to meet our short-term and long-term liquidity requirements and capital commitments. These liquidity requirements and capital commitments include:

•operating activities and overall working capital;

•capital expenditures;

•capital contributions and investments in joint ventures;

•debt service obligations;

•quarterly stockholder distributions; and

•future development, expansion, and acquisition related activities.

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. As circumstances warrant, we may issue equity securities from time to time on an opportunistic basis, dependent upon market conditions and available pricing. We may use the proceeds for general corporate purposes and to fund the liquidity requirements noted above.

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.

43

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.

By operation of law and in accordance with our customer contracts (other than leases), we typically receive warehouseman’s liens on products held in our warehouses to secure customer payments. Such liens permit us to take control of the products and sell them to third parties in order to recover any monies receivable on a delinquent account, but such products may be perishable or otherwise not readily salable by us. Historically, in instances where we have warehouseman’s liens and our customer sought bankruptcy protection, we have been successful in receiving “critical vendor” status, which has allowed us to fully collect on our accounts receivable during the pendency of the bankruptcy proceeding.

Our bad debt expense was $0.9 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, we maintained bad debt allowances of approximately $21.2 million, which we believe to be adequate.

Dividends and Distributions

As a REIT, we must distribute 90.0% of our taxable income (excluding capital gains) annually. While historically we have satisfied this distribution requirement by making cash distributions to our stockholders, we may choose to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our Board of Directors. Historically, we have distributed at least 100.0% of our taxable income annually, since inception, to minimize corporate-level federal income taxes.

The REIT distribution requirement limits our ability to rely on retained earnings to fund our ongoing operations compared to non-REIT companies. To meet financial commitments, capital needs, and REIT distribution requirements, we may raise capital through debt and equity markets and use our revolving credit facility.

For further information regarding dividends and distributions, refer to our Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K as filed with the SEC.

44

Outstanding Indebtedness

The following table summarizes our outstanding indebtedness as of March 31, 2024 (in thousands):

Debt Summary:
Fixed rate(1)	$	2,588,900
Variable rate - unhedged	455,919
Total senior unsecured notes, term loans and borrowings under revolving line of credit	3,044,819
Sale-leaseback financing obligations	143,825
Financing lease obligations	91,412
Total debt and debt-like obligations	$	3,280,056
Percent of total debt and debt-like obligations:
Fixed rate	86.1		%
Variable rate	13.9		%
Effective interest rate as of March 31, 2024	4.0		%

(1)The total includes borrowings with a variable interest rate that have been effectively hedged through interest rate swaps.

The variable rate debt shown above bears interest at interest rates based on various one-month SOFR, CDOR, SONIA, BBSW, EURIBOR, and BKBM rates, depending on the respective agreement governing the debt, including our global revolving credit facilities. As of March 31, 2024, our debt had a weighted average term to maturity of approximately 4.9 years, assuming exercise of extension options.

For further information regarding outstanding indebtedness, please see Note 3 - Debt and Note 4 - Derivative Financial Instruments to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and Note 8 - Accumulated Other Comprehensive Income (Loss) to our Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K as filed with the SEC, respectively.

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Aggregate Future Repayments of Indebtedness

The aggregate maturities of indebtedness as of March 31, 2024 for each of the next five years and thereafter, are as follows (in thousands):

Year ended:
2024	$	—
2025	—
2026	200,000
2027	830,919
2028	454,650
2029 - Thereafter	1,559,250
Aggregate principal amount of indebtedness	3,044,819
Less: unamortized deferred financing costs	(9,908)
Total indebtedness, net of deferred financing costs	$	3,034,911

Credit Ratings

Our capital structure and financial practices have earned us investment grade credit ratings from three nationally recognized credit rating agencies as follows:

•BBB with a Stable outlook from Fitch

•BBB with a Stable Trends outlook from DBRS Morningstar

•Baa3 with a Stable outlook from Moody’s

These credit ratings are important to our ability to issue debt at favorable rates of interest, among other terms. Refer to our risk factor “Adverse changes in our credit ratings could negatively impact our financing activity” in our Annual Report on Form 10-K.

Maintenance Capital Expenditures and Repair and Maintenance Expenses

We utilize a strategic and preventative approach to maintenance capital expenditures and repair and maintenance expenses to maintain the high quality and operational efficiency of our warehouses and ensure that our warehouses meet the “mission-critical” role they serve in the cold chain.

Maintenance Capital Expenditures

Maintenance capital expenditures are capitalized investments made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network. Such expenditures examples include roof and refrigeration equipment replacement, IT system updates, handling equipment upgrades, amongst others. Maintenance capital expenditures do not include acquisition costs contemplated with the purchase of a building.

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The following table sets forth our maintenance capital expenditures for the three months ended March 31, 2024 and 2023. 

	Three Months Ended March 31,
	2024		2023
	(In thousands, except per cubic foot amounts)
Real estate	$	16,335	$	14,899
Personal property	846		325
Information technology	752		1,020
Maintenance capital expenditures(1)	$	17,933	$	16,244
Maintenance capital expenditures per cubic foot	$	0.012	$	0.011

(1) Excludes a nominal amount and $2.2 million deferred acquisition maintenance capital expenditures incurred for the three months ended March 31, 2024 and 2023, respectively.

Repair and Maintenance Expenses

We incur repair and maintenance expenses for normal maintenance, repairs, and replacements at our warehouses that do not materially extend the life of the property or provide future economic benefits. Such expenses are recognized as operating expenses on our Condensed Consolidated Statement of Operations. Examples of repair and maintenance expenses include roof, wall, and other handling equipment repairs.

The following table sets forth our repair and maintenance expenses for the three months ended March 31, 2024 and 2023. 

	Three Months Ended March 31,
	2024		2023
	(In thousands, except per cubic foot amounts)
Real estate	$	14,588	$	9,702
Personal property	16,304		20,972
Repair and maintenance expenses	$	30,892	$	30,674
Repair and maintenance expenses per cubic foot	$	0.02	$	0.02

External Growth, Expansion and Development Capital Expenditures

External growth expenditures represent asset acquisitions or business combinations. Expansion and development capital expenditures support customers and our warehouse expansions, including improvements to our information technology platform.

Examples of capital expenditures associated with expansion and development initiatives include funding of construction costs, warehouse capacity and pallet position expansion, implementing energy efficiency projects, such as thermal energy storage, and the delivery of new systems, software and customer interface functionality.

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Acquisitions and Dispositions

For information regarding acquisitions and dispositions completed during 2023, refer to our 2023 Annual Report on Form 10-K.

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.

During the three months ended March 31, 2024, the Company sold a facility for proceeds of $9.0 million, resulting the recognition of a “(Gain) loss on sale of real estate” on the Condensed Consolidated Statement of Operations of $3.6 million.

Expansion and development

The expansion and development expenditures (inclusive of capitalized interest, compensation, insurance, and travel expenses) for the three months ended March 31, 2024 include $7.6 million related to our two fully-automated, build-to-suit, development sites in Connecticut and Pennsylvania, $3.9 million related to the Allentown facility, $0.9 million related to our Kansas City facility, $0.5 million related to our Atlanta Major Market Strategy - Phase 2, $1.2 million related to our Russellville, Arkansas expansion, and $3.2 million of corporate initiatives and smaller customer driven growth projects, which are designed to reduce future spending over the course of time. This includes return on investment projects, conversion of leases to owned assets, and other cost-saving initiatives. Finally, we invested approximately $13.6 million during the three months ended March 31, 2024 for contemplated future expansion or development projects.

The following table sets forth our acquisition, expansion and development capital expenditures for the three months ended March 31, 2024 and 2023. 

	Three Months Ended March 31,
	2024		2023
	(In thousands)
Expansion and development initiatives	$	29,952	$	37,409
Information technology	980		1,687
Growth and expansion capital expenditures	$	30,932	$	39,096

Historical Cash Flows

	Three Months Ended March 31,
	2023		2022
	(In thousands)
Net cash provided by operating activities	$	61,989	$	41,481
Net cash used in investing activities	$	(39,315)	$	(87,592)
Net cash (used in) provided by financing activities	$	(22,473)	38,867

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Operating Activities

For the three months ended March 31, 2024, our net cash provided by operating activities was $62.0 million, a increase of $20.5 million, compared to $41.5 million for the three months ended March 31, 2023. The increase is primarily due to the impact of improved NOI.

Investing Activities

Our net cash used in investing activities was $39.3 million for the three months ended March 31, 2024 compared to $87.6 million for the three months ended March 31, 2023. Additions to property, buildings and equipment were $45.8 million, reflecting maintenance capital expenditures and investments in our various expansion and development projects. This was partially offset by proceeds from a sold facility of $9.0 million.

Net cash used in investing activities was $87.6 million for the three months ended March 31, 2023. Cash used for additions to property, buildings and equipment was $69.3 million, reflecting maintenance capital expenditures and investments in our various expansion and development projects. We also invested $18.4 million in a loan to the Comfrio joint venture as well as minority equity interest in the RSA joint venture.

Financing Activities

Net cash used in financing activities was $22.5 million for the three months ended March 31, 2024 compared to net cash provided of $38.9 million for the three months ended March 31, 2023. Cash used in financing activities for the current period primarily consisted of $126.0 million in repayments to our Senior Unsecured Revolving Credit Facility and $63.0 million in dividend payments, $20.4 million related to the purchase of two failed sale-leaseback facilities, and $14.2 million in aggregate lease repayments, offset by $200.0 million in proceeds from our Senior Unsecured Revolving Credit Facility.

Net cash provided by financing activities was $38.9 million for the three months ended March 31, 2023. Cash provided by financing activities primarily consisted of $186.7 million in proceeds from our Senior Unsecured Revolving Credit Facility, offset by $76.6 million in repayments on our Senior Unsecured Revolving Credit Facility, $60.1 million of quarterly dividend distributions paid, and $11.8 million aggregate lease repayments.

CRITICAL ACCOUNTING ESTIMATES

Refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for a discussion of our critical accounting estimates and assumptions. There were no material changes during the period covered by this Quarterly Report to the critical accounting estimates and assumptions previously disclosed in our 2023 Annual Report on Form 10-K.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 1 - General to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our future income and cash flows relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates.

As of March 31, 2024, we had $645.0 million of outstanding USD-denominated variable-rate debt and C$250.0 million of outstanding CAD-denominated variable-rate debt under the Senior Unsecured Term Loan Facility. This consisted of our Senior Unsecured Term Loan A Facility bearing interest at one-month SOFR for the USD tranches and one-month CDOR for the CAD tranche, plus a margin of up to 0.9%. We have entered into interest rate swaps to effectively lock in the floating rates on all of our USD-denominated term loans at a weighted average rate of 4.2% and all of our outstanding CAD-denominated term loan at a weighted average rate of 4.5%.

Additionally, we had $104.0 million, C$35.0 million, €67.5 million, £78.0 million, A$197.0 million, and NZD44.0 million outstanding of Senior Unsecured Revolving Credit Facility draws. At March 31, 2024, one-month term and daily SOFR was approximately 5.3%, one-month CDOR was approximately 5.3%, one-month SONIA was at 5.2%, one-month AUD BBSW was approximately 4.4%, one-month EURIBOR was approximately 3.8%, and one-month BKBM was approximately 5.6%. The interest rate paid on borrowings can never drop below 0.0%, although the associated benchmark rate does. Therefore, a 100 basis point increase in market interest rates would result in an increase in annual interest expense to service our variable-rate debt of approximately $4.6 million, and a 100 basis point decrease in market interest rates would result in a $4.6 million decrease in annual interest expense. Our interest rate risk exposure at March 31, 2024 was not materially different than what we disclosed in our 2023 Annual Report on Form 10-K as filed with the SEC.

Foreign Currency Risk

As it relates to the currency of countries where we own and operate warehouse facilities and provide logistics services, our foreign currency risk exposure at March 31, 2024 was not materially different than what we disclosed in our 2023 Annual Report on Form 10-K as filed with the SEC. The information concerning market risk in Item 7A under the caption “Quantitative and Qualitative Disclosures about Market Risk” of our 2023 Annual Report on Form 10-K, is hereby incorporated by reference in this Quarterly Report on Form 10-Q.

Item 4. Controls and Procedures

Evaluation of Controls and Procedures

In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2024.

Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management, including the Chief Executive Officer and Chief Financial Officer do not expect that our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

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Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

Effective March 11, 2024, Robert Harris, formerly our Vice President and Corporate Controller, succeeded Thomas Novosel as our Senior Vice President & Chief Accounting Officer. Additionally, effective January 15, 2024, Jay Wells succeeded Marc Smernoff as our Executive Vice President and Chief Financial Officer.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be party to a variety of legal proceedings arising in the ordinary course of our business. We are not a party to, nor is any of our property a subject of, any material litigation or legal proceedings or, to the best of our knowledge, any threatened litigation or legal proceedings which, in the opinion of management, individually or in the aggregate, would have a material impact on our business, financial condition, liquidity, results of operations and prospects.

See Note 7 - Commitments and Contingencies to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for information regarding material legal proceedings in which we are involved.

Item 1A. Risk Factors

Investing in our common shares involves risks and uncertainties. You should consider and read the information contained in our 2023 Annual Report on Form 10-K, including the risk factors identified in Item 1A of Part I thereof (Risk Factors). Any of the risks discussed in our 2023 Annual Report on Form 10-K and in other reports we file with the SEC, and other risks we have not anticipated or discussed, could have a material adverse impact on our business, financial condition or results of operations. There were no material changes during the period covered by this Quarterly Report to the risk factors previously disclosed in our 2023 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures 

None.

Item 5. Other Information

During the three months ended March 31, 2024, none of the Company’s directors or officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as such term is defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits 

Index to Exhibits

Exhibit No.	Description
10.1	Offer Letter, dated December 27, 2023, by and between Americold Logistics, LLC and Jay Wells (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 (File No. 001-34723))
10.2	Offer Letter, dated March 8, 2024, by and between the Company and Robert Harris (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on March 12, 2024 (File No. 001-34723))
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust
101	The following financial statements of Americold Realty Trust’s Form 10-Q for the quarter ended March 31, 2024 , formatted in XBRL interactive data files: (i) Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023; (ii) Condensed Consolidated Income Statements for the three months ended March 31, 2024 and 2023; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and 2023; (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2024 and 2023; (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023; and (vi) Notes to Condensed Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		AMERICOLD REALTY TRUST, INC.
		(Registrant)
Date:	May 10, 2024	By:	/s/ E. Jay Wells
		Name:	E. Jay Wells
		Title:	Chief Financial Officer, Treasurer and Executive Vice President
		(On behalf of the registrant and as principal financial officer)

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