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	June 30, 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 August 6, 2024
Common Stock, $0.01 par value per share	284,155,561

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	29
Item 3. Quantitative and Qualitative Disclosures About Market Risk	66
Item 4. Controls and Procedures	67
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	67
Item 1A. Risk Factors	67
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	68
Item 3. Defaults Upon Senior Securities	68
Item 4. Mine Safety Disclosures	68
Item 5. Other Information	68
Item 6. Exhibits	68
SIGNATURES	69

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. 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)
	June 30, 2024		December 31, 2023
Assets
Property, buildings and equipment:
Land	$	816,949	$	820,831
Buildings and improvements	4,458,632		4,464,359
Machinery and equipment	1,575,540		1,565,431
Assets under construction	510,085		452,312
	7,361,206		7,302,933
Accumulated depreciation	(2,330,672)		(2,196,196)
Property, buildings and equipment – net	5,030,534		5,106,737
Operating leases – net	231,822		247,302
Financing leases – net	105,770		105,164
Cash, cash equivalents and restricted cash	44,198		60,392
Accounts receivable – net of allowance of $21,672 and $21,647 at June 30, 2024 and December 31, 2023, respectively	429,080		426,048
Identifiable intangible assets – net	874,788		897,414
Goodwill	790,612		794,004
Investments in and advances to partially owned entities	41,481		38,113
Other assets	254,168		194,078
Total assets	$	7,802,453	$	7,869,252
Liabilities and equity
Liabilities:
Borrowings under revolving line of credit	$	619,636	$	392,156
Accounts payable and accrued expenses	570,818		568,764
Senior unsecured notes and term loans – net of deferred financing costs of $9,254 and $10,578, in the aggregate, at June 30, 2024 and December 31, 2023, respectively	2,574,022		2,601,122
Sale-leaseback financing obligations	81,201		161,937
Financing lease obligations	95,768		97,177
Operating lease obligations	226,764		240,251
Unearned revenue	27,290		28,379
Deferred tax liability – net	129,512		135,797
Other liabilities	7,854		9,082
Total liabilities	4,332,865		4,234,665
Commitments and contingencies (Note 8 - Commitments and Contingencies)
Equity
Stockholders’ equity:
Common stock, 0.01 par value per share – 500,000,000 authorized shares; 284,079,137 and 283,699,120 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	2,840		2,837
Paid-in capital	5,635,353		5,625,907
Accumulated deficit and distributions in excess of net earnings	(2,176,035)		(1,995,975)
Accumulated other comprehensive income (loss)	(14,313)		(16,640)
Total stockholders’ equity	3,447,845		3,616,129
Noncontrolling interests	21,743		18,458
Total equity	3,469,588		3,634,587
Total liabilities and equity	$	7,802,453	$	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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues:
Rent, storage, and warehouse services	$	600,387	$	581,170	$	1,198,097	$	1,176,222
Transportation services	50,637		58,072		107,490		126,150
Third-party managed services	9,931		10,368		20,348		23,727
Total revenues	660,955		649,610		1,325,935		1,326,099
Operating expenses:
Rent, storage, and warehouse services cost of operations	395,856		408,328		796,435		828,553
Transportation services cost of operations	41,787		48,263		87,118		104,681
Third-party managed services cost of operations	7,829		8,968		16,063		21,248
Depreciation and amortization	89,649		84,892		181,744		169,916
Selling, general, and administrative	59,453		53,785		124,879		116,640
Acquisition, cyber incident, and other, net	3,013		27,235		18,011		34,382
Gain from sale of real estate	—		(2,528)		(3,514)		(2,337)
Total operating expenses	597,587		628,943		1,220,736		1,273,083
Operating income	63,368		20,667		105,199		53,016
Other income (expense):
Interest expense	(33,180)		(36,431)		(66,610)		(70,854)
Loss on debt extinguishment and termination of derivative instruments	(110,682)		(627)		(115,864)		(1,172)
Loss from investments in partially owned entities	(1,034)		(709)		(1,983)		(1,357)
Impairment of related party loan receivable	—		(21,972)		—		(21,972)
Loss on put option	—		(56,576)		—		(56,576)
Other, net	14,623		(415)		24,149		1,018
Loss from continuing operations before income taxes	(66,905)		(96,063)		(55,109)		(97,897)
Income tax (expense) benefit:
Current income tax	(1,857)		(1,923)		(3,232)		(3,900)
Deferred income tax	4,353		1,459		3,734		5,080
Total income tax benefit (expense)	2,496		(464)		502		1,180
Net Loss
Net loss from continuing operations	(64,409)		(96,527)		(54,607)		(96,717)
Net loss from discontinued operations	—		(8,275)		—		(10,656)
Net loss	$	(64,409)	$	(104,802)	$	(54,607)	$	(107,373)
Net loss attributable to noncontrolling interests	(300)		(78)		(238)		(87)
Net loss attributable to Americold Realty Trust, Inc.	$	(64,109)	$	(104,724)	$	(54,369)	$	(107,286)
Weighted average common stock outstanding – basic	284,683		270,462		284,664		270,387
Weighted average common stock outstanding – diluted	284,683		270,462		284,664		270,387
Net loss per common share from continuing operations - basic	$	(0.23)	$	(0.36)	$	(0.19)	$	(0.36)
Net loss per common share from discontinued operations - basic	—		(0.03)		—		(0.04)
Basic loss per share	$	(0.23)	$	(0.39)	$	(0.19)	$	(0.40)
Net loss per common share from continuing operations - diluted	$	(0.23)	$	(0.36)	$	(0.19)	$	(0.36)
Net loss per common share from discontinued operations - diluted	—		(0.03)		—		(0.04)
Diluted loss per share	$	(0.23)	$	(0.39)	$	(0.19)	$	(0.40)

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss	$	(64,409)	$	(104,802)	$	(54,607)	$	(107,373)
Other comprehensive income (loss) - net of tax:
Adjustment to accrued pension liability	(91)		(388)		(104)		310
Unrealized net (loss) gain on foreign currency	(10,624)		6,143		(11,205)		6,322
Unrealized gain (loss) on cash flow hedges	936		22,359		13,636		9,795
Other comprehensive income (loss) - net of tax attributable to Americold Realty Trust, Inc.	(9,779)		28,114		2,327		16,427
Other comprehensive (loss) income attributable to noncontrolling interests	(68)		112		(17)		77
Total comprehensive loss	$	(74,256)	$	(76,576)	$	(52,297)	$	(90,869)
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
	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
Net Loss	—	—		—		(64,109)		—		(300)		(64,409)
Other comprehensive income	—	—		—		—		(9,779)		(68)		(9,847)
Distributions on common stock, restricted stock and OP units	—	—		—		(62,948)		—		(290)		(63,238)
Stock-based compensation expense	—	—		3,771		—		—		2,293		6,064
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes	45,026	—		(386)		—		—		—		(386)
Balance - June 30, 2024	284,079,137	$	2,840	$	5,635,353	$	(2,176,035)	$	(14,313)	$	21,743	$	3,469,588

7

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
	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
Net loss	—	—		—		(104,724)		—		(78)		(104,802)
Other comprehensive income	—	—		—		—		28,114		112		28,226
Distributions on common stock, restricted stock and OP units	—	—		—		(59,696)		—		(225)		(59,921)
Stock-based compensation expense	—	—		3,476		—		—		1,163		4,639
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes	15,035	—		340		—		—		—		340
Conversion of OP units to common stock	74,808	1		2,182		—		—		(2,183)		—
Balance - June 30, 2023	270,186,276	$	2,702	$	5,203,891	$	(1,641,872)	$	10,377	$	14,661	$	3,589,759

See accompanying notes to Condensed Consolidated Financial Statements.

8

Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
	Six Months Ended June 30,
	2024		2023
Operating activities:
Net loss	$	(54,607)	$	(107,373)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	181,744		169,916
Amortization of deferred financing costs and pension withdrawal liability	2,583		2,521
Loss on debt extinguishment and termination of derivative instruments	115,864		1,172
Loss from investments in partially owned entities	1,983		5,468
Stock-based compensation expense	12,683		11,609
Deferred income taxes benefit	(3,734)		(5,080)
Gain from sale of real estate	(3,514)		(2,337)
(Gain) loss on other asset disposals	(263)		99
Provision for doubtful accounts receivable	1,368		2,255
Impairment of related party loan receivable	—		21,972
Loss on put option	—		56,576
Loss on classification as held for sale	—		4,000
Non-cash lease expenses	21,430		21,073
Changes in operating assets and liabilities:
Accounts receivable	(7,115)		(37,877)
Accounts payable and accrued expenses	14,931		(23,675)
Other assets	(51,985)		(25,387)
Operating lease liabilities	(20,721)		(19,556)
Other	(11,988)		7,392
Net cash provided by operating activities	198,659		82,768
Investing activities:
Additions to property, buildings and equipment	(109,095)		(127,974)
Business combinations	—		(40,743)
Acquisitions of property, buildings and equipment	—		(20,081)
Investments in and advances to partially owned entities and other	(9,260)		(18,487)
Proceeds from sale of property, buildings and equipment	9,179		7,715
Proceeds from sale of investments in partially owned entities	—		36,896
Net cash used in investing activities	(109,176)		(162,674)
Financing activities:
Distributions paid on common stock, restricted stock units and noncontrolling interests	(126,185)		(119,806)
Proceeds from stock options exercised	2,024		1,565
Proceeds from employee stock purchase plan	1,496		1,453
Remittance of withholding taxes related to employee stock-based transactions	(2,691)		(2,024)
Proceeds from revolving line of credit	602,224		439,665
Repayment on revolving line of credit	(368,314)		(219,941)
Repayment of sale-leaseback financing obligations	(4,891)		(4,435)
Termination of sale-leaseback financing obligations	(190,954)		—
Repayment of financing lease obligations	(19,905)		(19,964)
Net cash (used in) provided by financing activities	(107,196)		76,513
Net decrease in cash, cash equivalents and restricted cash	(17,713)		(3,393)
Effect of foreign currency translation on cash, cash equivalents and restricted cash	1,519		(797)
Cash, cash equivalents and restricted cash:
Beginning of period	60,392		53,063
End of period	$	44,198	$	48,873

See accompanying notes to Condensed Consolidated Financial Statements.

9

Americold Realty Trust and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)
(In thousands)
	Six Months Ended June 30,
	2024		2023
Supplemental disclosures of non-cash investing and financing activities:
Addition of property, buildings and equipment on accrual	$	29,168	$	54,891
Addition of property, buildings and equipment under financing lease obligations	$	19,609	$	18,601
Addition of property, buildings and equipment under operating lease obligations	$	1,055	$	5,622
Supplemental cash flow information:
Interest paid – net of amounts capitalized	$	63,268	$	68,128
Income taxes paid – net of refunds	$	3,975	$	3,582
	As of June 30,
Allocation of purchase price of property, buildings and equipment to:	2024		2023
Land	$	—	$	7,887
Buildings and improvements	—		7,605
Machinery and equipment	—		4,589
Cash paid for acquisition of property, buildings and equipment	$	—	$	20,081
See accompanying notes to Condensed Consolidated Financial Statements.

10

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, and is focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. The REIT operates 239 warehouses globally, with 195 in North America, 25 in Europe, 17 in Asia-Pacific, and 2 in South America as of June 30, 2024.

Our business includes three primary business segments: warehouse, transportation and third-party managed. We have minority interests in two joint ventures: SuperFrio (operates 35 temperature-controlled warehouses in Brazil), and RSA (operates 2 temperature-controlled warehouses in Dubai).

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 considered necessary for a fair presentation, all of which are normal and recurring in nature, with exception of the foreign currency adjustment described further below. 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

The Condensed Consolidated Statement of Cash Flows includes various reclassifications, all within Cash Provided by Operating Activities, to conform current and prior period presentation.

11

Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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 the Company. 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 and six months ended June 30, 2024 we did not sell any shares of our common stock under the Current ATM Equity Program.

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. 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 from the project’s start date. Since inception, the Company has incurred $107.3 million of implementation

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

costs related to Project Orion of which $69.4 million has been deferred within “Other assets” on the Condensed Consolidated Balance Sheets as of June 30, 2024.

During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion. The implementation costs deferred within “Other assets” on the Condensed Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Condensed Consolidated Statements of Operations. The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally three to five years. However, the useful lives of major information system installations such as implementations of ERP systems and certain related software are determined on an individual basis and may exceed five years depending on the estimated period of use. The Company has determined the useful life of the new ERP system to be ten years and is amortizing the costs associated with the ERP implementation over such period. The amortization expense recognized during the three and six months ended June 30, 2024 related to the Project Orion ERP implementation was not material.

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

Cybersecurity 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 and remediate the incident, and commence a forensic investigation. Actions taken included preventative measures such as shutting down certain operating systems, supplementing existing security monitoring with additional scanning and other protective measures. The Company also notified law enforcement and its customers, informing them of both the incident and management’s efforts to minimize its impact on the Company’s daily operations. Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed operations at pre-cyberattack levels by June 30, 2023.

The Company engaged a leading cybersecurity defense firm that completed a forensic investigation of the incident and provided recommended actions in response to the findings. As of December 31, 2023, the Company completed many of the recommended remediation activities associated with the Cyber Incident and continues to enhance its policies and procedures meant to assess, identify, and effectively manage cybersecurity risks, threats, and incidents.

Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber Incident have been recorded within “Acquisition, cyber incident, and other, net” in the Condensed Consolidated Statements of Operations. This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles.

Foreign Currency Related Transactions

Exchange rate adjustments resulting from foreign currency transactions are recognized in “Net loss”, whereas effects resulting from the translation of financial statements are recognized in “Unrealized net (loss) gain on foreign currency” in the Condensed Consolidated Statements of Comprehensive (Loss) Income. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates.

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the three months ended June 30, 2024 and June 30, 2023, respectively, the amount of foreign currency remeasurement recognized on the Condensed Consolidated Statements of Operations within “Other, net” was a gain of $11.3 million and a loss of $0.2 million. For the six months ended June 30, 2024 and June 30, 2023, respectively, the amount of foreign currency remeasurement recognized on the Condensed Consolidated Statements of Operations was a gain of $10.9 million and $0.2 million. The amount recognized for the three and six months ended June 30, 2024 includes an adjustment related to our net investment hedges further described in Note 5 - Derivative Financial Instruments to these Condensed Consolidated Financial Statements.

For the three months ended June 30, 2024 and June 30, 2023, respectively, the amount of foreign currency translation recognized within the the Condensed Consolidated Statements of Comprehensive Income (Loss) within “Unrealized net (loss) gain on foreign currency” was a loss of $10.6 million and a gain of $6.1 million. For the six months ended June 30, 2024 and June 30, 2023, respectively, the amount of foreign currency translation recognized on the Condensed Consolidated Statements of Comprehensive Income (Loss) was a loss of $11.2 million and a gain of $6.3 million.

Loss on Debt Extinguishment

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 $20.5 million. During the three months ended June 30, 2024, the Company purchased the remaining nine facilities in the Company’s lease portfolio with a lessor that were previously accounted for as failed sale-leaseback financing obligations for total consideration of $170.5 million. Total cash outflows related to these purchases of $191.0 million are included within “Termination of sale-leaseback financing obligations” on the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2024.

These purchases resulted in the recognition of a $110.4 million and $115.1 million loss on debt extinguishment during the three and six months ended June 30, 2024, respectively. These amounts are recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statement of Operations included herein.

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

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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. Acquisitions & Discontinued Operations

Purchase of Comfrio Joint Venture

During 2020, the Company acquired 22% of equity ownership in Agrofundo Brazil II Fundode Investimento em Participações or the “Comfrio” joint venture. The joint venture agreement included a fair value call/put option that allowed the remaining 78% interest in Comfrio to be either purchased by or sold to the Company through either the exercise of the Company’s call option or the exercise of the general partner’s put option. Once the exercise of the put was deemed probable, the Company remeasured its equity interest, which was deemed to be nominal, and the fair value of the put option, which resulted in a loss of $56.6 million recognized within “Loss on put option” in our Condensed Consolidated Statement of Operations. The fair value of the put option was determined using inputs classified as Level 3 within the fair value hierarchy. In April 2023, the two parties received regulatory approval from the Brazilian government, and the acquisition closed on May 30, 2023.

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. In August 2023, the Company sold the assets and liabilities of Comfrio. The Comfrio acquisition and disposition are further described in Note 3 - Business Combinations and Asset Acquisitions to the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC.

The primary components of “Net loss from discontinued operations” in our Condensed Consolidated Statement of Operations during the three and six months ended June 30, 2024 and 2023 are included in the table below (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Results of discontinued operations	2024		2023		2024		2023
Revenue	$	—	$	14,237	$	—	$	14,237
Operating expenses	—		16,541		—		16,541
Estimated costs of disposal	—		4,000		—		4,000
Loss from partial investment pre-acquisition	—		1,730		—		4,111
Pre-tax loss	—		(8,034)		—		(10,415)
Income tax expense	—		(241)		—		(241)
Loss from discontinued operations, net of tax	$	—	$	(8,275)	$	—	$	(10,656)

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

During the fourth quarter of 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio borrowed $25.0 million from Americold at a 10% annual fixed interest rate. During the three months ended June 30, 2023, the Company fully impaired the remaining balance and recognized the entire loss within “Impairment of related party loan receivable” in our Condensed Consolidated Statement of Operations.

Sale of Outstanding Minority Ownership in LATAM JV

On May 30, 2023, the Company sold its 15% equity interest to our JV partner for total proceeds of $36.9 million and recognized a corresponding gain of $0.3 million in “Other income (expense),” in our Condensed Consolidated Statement of Operations.

3. Acquisition, cyber incident and other, net

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

	Three Months Ended June 30,				Six Months Ended June 30,
Acquisition, cyber incident, and other, net	2024		2023		2024		2023
Project Orion expenses	$	11,984	$	2,543	19,798		$	4,488
Acquisition and integration related costs	1,345		2,402		2,351		4,188
Severance costs	1,030		2,793		4,864		6,209
Other, net	(462)		499		(833)		499
Cyber incident related costs, net of insurance recoveries	(10,884)		18,998		(8,169)		18,998
Total acquisition, cyber incident and other, net	$	3,013	$	27,235	$	18,011	$	34,382

Project Orion expenses represent the non-capitalizable portion of our Project Orion costs incurred during the three and six months ended June 30, 2024 and 2023. Project Orion is an investment in and transformation of our technology systems, business processes and customer solutions. The first phase of the project was deployed during the three months ended June 2024. See Note 1 - General to the Condensed Consolidated Financial Statements herein for further details on the overall project description and related amortization of deferred costs.

Acquisition related costs include costs associated with business transactions, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees. We also include integration costs pre- and post-acquisition that reflect work being performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to support future acquisitions, and primarily consist of professional services. We consider acquisition related costs to be corporate costs regardless of the segment or segments involved in the transaction.

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 the receipt of business interruption insurance proceeds and incremental costs associated with the Cyber Incident which is further described in Note 1 - General to the Condensed Consolidated Financial Statements herein.

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

4. Debt

The following table reflects a summary of our outstanding indebtedness as of June 30, 2024 and December 31, 2023 (in thousands):

	June 30, 2024		December 31, 2023
	Carrying Amount		Carrying Amount
Senior Unsecured Notes	$	1,755,411	$	1,777,925
Senior Unsecured Term Loans	827,865		833,775
Senior Unsecured Revolving Credit Facility	619,636		392,156
Total principal amount of indebtedness	$	3,202,912	$	3,003,856
Less: unamortized deferred financing costs	(9,254)		(10,578)
Total indebtedness, net of deferred financing costs	$	3,193,658	$	2,993,278

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

			June 30, 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	4.68%	$	200,000	$	200,000	$	200,000	$	200,000
Series B Notes	01/2029	4.86%	$	400,000	400,000		$	400,000	400,000
Series C Notes	01/2030	4.10%	$	350,000	350,000		$	350,000	350,000
Series D Notes	01/2031	1.62%	€	400,000	429,552		€	400,000	441,560
Series E Notes	01/2033	1.65%	€	350,000	375,859		€	350,000	386,365
Total Senior Unsecured Notes					$	1,755,411			$	1,777,925

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

		June 30, 2024					December 31, 2023
	Stated Maturity Date	Contractual Interest Rate(1)	Borrowing Currency		Carrying Amount (USD)		Contractual Interest Rate(1)	Borrowing Currency		Carrying Amount (USD)
Tranche A-1	08/2027	SOFR + 0.94%	$	375,000	$	375,000	SOFR + 0.94%	$	375,000	$	375,000
Tranche A-2	01/2028	CORRA + 0.94%	C$	250,000	182,865		CDOR + 0.94%	C$	250,000	188,775
Delayed Draw Tranche A-3	01/2028	SOFR + 0.94%	$	270,000	270,000		SOFR + 0.94%	$	270,000	270,000
Total Senior Unsecured Term Loan Facility					$	827,865				$	833,775

(1) SOFR = one-month Adjusted Term SOFR; CDOR = one-month CDOR; CORRA = daily adjusted CORRA. Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.10%, in addition to the margin. Tranche A-2 CORRA includes and adjustment of 0.30%, in addition to the margin. Refer to Note 5 - Derivative Financial Instruments for details of the related interest rate swaps.

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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 Revolving Credit Facility (in thousands):

	June 30, 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 + 0.84%	$	360,000	$	360,000	SOFR + 0.84%	$	34,000	$	34,000
Australian dollar	BBSW + 0.84%	A$	197,000	131,523		BBSW + 0.84%	A$	191,000	130,108
British pound sterling	SONIA + 0.84%	£	—	—		SONIA + 0.84%	£	78,000	99,302
Canadian dollar	CORRA + 0.84%	C$	35,000	25,601		CDOR + 0.84%	C$	35,000	26,429
Euro	EURIBOR + 0.84%	€	70,500	75,709		EURIBOR + 0.84%	€	67,500	74,513
New Zealand dollar	BKBM + 0.84%	NZD	44,000	26,803		BKBM + 0.84%	NZD	44,000	27,804
Total Senior Unsecured Revolving Credit Facility				$	619,636				$	392,156

(1) SOFR = daily adjusted SOFR; CDOR = one-month CDOR; CORRA = daily adjusted CORRA; EURIBOR = one-month 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 0.10%, in addition to the margin. Our British pound sterling borrowings bore interest tied to adjusted SONIA, which included an adjustment of 0.03% in addition to our margin. Our Canadian dollar borrowings bore interest tied to daily adjusted CORRA, which included an adjustment of 0.30% in addition to our margin.

Refer to Note 9 - 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 of our outstanding indebtedness. As of June 30, 2024, we were in compliance with all debt covenants.

5. Derivative Financial Instruments

Designated Non-derivative Financial Instruments

As of June 30, 2024, the Company designated A$197.0 million and €820.5 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).

The Company determined that its previous designation of £78.0 million of debt and accrued interest as a hedge of its net investment in its United Kingdom-based subsidiary did not qualify for hedge accounting, and the cumulative foreign exchange gain associated with this transaction of $10.4 million has been recorded as a gain on foreign exchange within “Other, net” on the Condensed Consolidated Statements of Operations for the three and six months period ended June 30, 2024. The Company has determined that the impacts of this adjustment are immaterial to the current and prior period interim and annual financial statements and disclosures. Furthermore, the Company fully paid off the balance of this revolving debt during the three months ended June 30, 2024.

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.

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table includes the key provisions of the interest rate swaps outstanding as of June 30, 2024 and December 31, 2023 (fair value in thousands):

Notional	Fixed Base Interest Rate Swap	Effective Date	Expiration Date	Asset Fair Value as of June 30, 2024		Liability Fair Value as of June 30, 2024
$200 million	3.05%	12/29/2023	7/30/2027	$	6,804	$	—
$175 million	3.47%	11/30/2022	7/30/2027	3,846		—
$270 million	3.05%	11/01/2022	12/31/2027	9,806		—
C$250 million	3.59%	9/23/2022	12/31/2027	1,640		—
			Total	$	22,096	$	—

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	3.05%	12/29/2023	7/30/2027	$	3,687	$	—
$175 million	3.47%	11/30/2022	7/30/2027	788		—
$270 million	3.05%	11/01/2022	12/31/2027	5,106		—
C$250 million	3.59%	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 June 30, 2024 and December 31, 2023.

There have been no significant changes to our policy or strategy related to derivative financial instruments from what was disclosed in our 2023 Annual Report on Form 10-K. During the next twelve months, the Company estimates that an additional $0.3 million will be reclassified as a decrease to “Foreign currency exchange loss” (a component of “Other, net” on the Condensed Consolidated Statements of Operations) and an additional $12.9 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 $0.2 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”.

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

The following table presents the fair value of the derivative financial instruments as of June 30, 2024 and December 31, 2023 (in thousands):

	Derivative Assets				Derivative Liabilities
	June 30, 2024		December 31, 2023		June 30, 2024		December 31, 2023
	(In thousands)
Designated derivatives
Foreign exchange contracts	$	7,826	$	5,899	$	—	$	—
Interest rate contracts	22,096		9,581		—		330
Total fair value of derivatives	$	29,922	$	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 and six months ended June 30, 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 June 30,					Three Months Ended June 30,
	2024		2023			2024		2023
Interest rate contracts	$	4,273	$	24,542	Interest expense	$	4,288	$	3,311
Interest rate contracts	—		—		Loss on debt extinguishment and termination of derivative instruments(1)	(324)		(627)
Foreign exchange contracts	(1,698)		1,478		Foreign currency exchange loss, net	(2,387)		842
Foreign exchange contracts	—		—		Interest expense	62		135
Total designated cash flow hedges	$	2,575	$	26,020		$	1,639	$	3,661

(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. During the three months ended June 30, 2024, the Company recorded an increase to “Loss on debt extinguishment 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)

	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
	Six Months Ended June 30,					Six Months Ended June 30,
	2024		2023			2024		2023
Interest rate contracts	$	21,479	$	14,295	Interest expense	$	8,663	$	5,743
Interest rate contracts	—		—		Loss on debt extinguishment and termination of derivative instruments(1)	(748)		(1,247)
Foreign exchange contracts	2,134		3,161		Foreign currency exchange loss, net	1,855		2,938
Foreign exchange contracts	—		—		Interest expense	207		227
Total designated cash flow hedges	$	23,613	$	17,456		$	9,977	$	7,661

(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. During the six months ended June 30, 2024, the Company recorded an increase to “Loss on debt extinguishment and termination of derivative instruments” related to this transaction.

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 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 June 30, 2024 and December 31, 2023.

As of June 30, 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.

6. Fair Value Measurements

As of June 30, 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 nature of maturities or variable rates of interest on the instruments.

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

		Fair Value
	Fair Value Hierarchy	June 30, 2024		December 31, 2023
Measured at fair value during the current reporting period:
Interest rate swap assets	Level 2	$	22,096	$	9,581
Interest rate swap liabilities	Level 2	—		$	330
Cross currency swap asset	Level 2	$	7,826	$	5,899
Disclosed at fair value:
Senior unsecured notes, term loans, and revolving credit facility	Level 3	$	3,017,147	$	2,821,064

7. Income Taxes

The Company’s effective tax rate for the three and six months ended June 30, 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 and six months ended June 30, 2024 and 2023, the effective tax rate was impacted by the blend of pre-tax book income and losses generated year over year by jurisdiction.

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.

8. Commitments and Contingencies

April 2023 Cyber Incident

As a result of the Cyber Incident referenced in Note 1- General to the Condensed Consolidated Financial Statements, 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 June 30, 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 any matters discussed herein, 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

22

Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows.

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 amounts recorded as environmental liabilities in “Accounts payable and accrued expenses” as of June 30, 2024 and December 31, 2023 on the Condensed Consolidated Balance Sheets. 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 were no material unrecorded contingent liabilities as of June 30, 2024 and December 31, 2023.

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 June 30, 2024 and December 31, 2023.

9. 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 and six months ended June 30, 2024 and 2023 is as follows (in thousands):

23

Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Opening Balance	$	(4,534)	$	(17,737)	$	(16,640)	$	(6,050)
Pension and other postretirement benefits:
Balance at beginning of period, net of tax	$	370	$	3,325	$	383	$	2,627
(Loss) gain arising during the period	(91)		(388)		(104)		310
Balance at end of period, net of tax	$	279	$	2,937	$	279	$	2,937
Foreign currency translation adjustments:
Balance at beginning of period, net of tax	$	(32,168)	$	(26,416)	$	(31,587)	$	(26,595)
Cumulative translation adjustment	262		14,427		27,115		25,228
Derivative net investment hedges	(10,886)		(8,284)		(38,320)		(18,906)
Net (loss) gain on foreign currency translation	(10,624)		6,143		(11,205)		6,322
Balance at end of period, net of tax	$	(42,792)	$	(20,273)	$	(42,792)	$	(20,273)
Designated derivatives:
Balance at beginning of period, net of tax	$	27,264	$	5,354	$	14,564	$	17,918
Cash flow hedge derivatives	2,575		26,020		23,613		17,456
Net amount reclassified from AOCI to net loss	(1,639)		(3,661)		(9,977)		(7,661)
Net gain on designated derivatives	936		22,359		13,636		9,795
Balance at end of period, net of tax	$	28,200	$	27,713	$	28,200	$	27,713
Closing accumulated other comprehensive income (loss)	$	(14,313)	$	10,377	$	(14,313)	$	10,377

10. 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

24

Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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

The following table presents segment revenues and contributions with a reconciliation to Net loss from continuing operations before income taxes for the three and six months ended June 30, 2024 and 2023 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Segment revenues:
Warehouse	$	600,387	$	581,170	$	1,198,097	$	1,176,222
Transportation	50,637		58,072		107,490		126,150
Third-party managed	9,931		10,368		20,348		23,727
Total revenues	660,955		649,610		1,325,935		1,326,099
Segment contribution:
Warehouse	204,531		172,842		401,662		347,669
Transportation	8,850		9,809		20,372		21,469
Third-party managed	2,102		1,400		4,285		2,479
Total segment contribution	215,483		184,051		426,319		371,617
Reconciling items:
Depreciation and amortization	(89,649)		(84,892)		(181,744)		(169,916)
Selling, general, and administrative	(59,453)		(53,785)		(124,879)		(116,640)
Acquisition, cyber incident, and other, net	(3,013)		(27,235)		(18,011)		(34,382)
Gain from sale of real estate	—		2,528		3,514		2,337
Interest expense	(33,180)		(36,431)		(66,610)		(70,854)
Other, net	14,623		(415)		24,149		1,018
Impairment of related party loan receivable	—		(21,972)		—		(21,972)
Loss on put option	—		(56,576)		—		(56,576)
Loss on debt extinguishment and termination of derivative instruments	(110,682)		(627)		(115,864)		(1,172)
Loss from investments in partially owned entities	(1,034)		(709)		(1,983)		(1,357)
Loss from continuing operations before income taxes	$	(66,905)	$	(96,063)	$	(55,109)	$	(97,897)

11. Loss per Common Share

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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

A reconciliation of the basic and diluted weighted-average number of common shares outstanding for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Weighted average common shares outstanding – basic	284,683	270,462	284,664	270,387
Dilutive effect of stock-based awards	—	—	—	—
Weighted average common shares outstanding – diluted	284,683	270,462	284,664	270,387

For the three and six months ended June 30, 2024 and June 30, 2023, respectively, potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss for such periods. Consequently, the Company did not have any adjustments between basic and diluted loss per share related to stock-based awards for those periods.

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 June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Restricted stock units	862	103	568	65
OP units	407	178	247	113
	1,269	281	815	178

12. Revenue from Contracts with Customers

Disaggregated Revenue

The following tables represent a disaggregation of revenue from contracts with customers for the three and six months ended June 30, 2024 and 2023 within the segments and geographic region (in thousands):

	Three Months Ended June 30, 2024
	North America		Europe		Asia-Pacific		South America		Total
Warehouse rent and storage	$	213,562	$	18,381	$	18,301	$	2,065	$	252,309
Warehouse services	272,698		25,213		33,366		1,439		332,716
Transportation	24,831		15,608		9,531		667		50,637

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

Third-party managed	4,148		—		5,783		—		9,931
Total revenues (1)	515,239		59,202		66,981		4,171		645,593
Lease revenue (2)	12,668		1,229		1,465		—		15,362
Total revenues from contracts with all customers	$	527,907	$	60,431	$	68,446	$	4,171	$	660,955

	Three Months Ended June 30, 2023
	North America		Europe		Asia-Pacific		South America		Total
Warehouse rent and storage	$	222,990	$	21,164	$	17,489	$	1,874	$	263,517
Warehouse services	246,268		24,338		34,078		1,303		305,987
Transportation	28,680		20,477		8,260		655		58,072
Third-party managed	4,778		—		5,590				10,368
Total revenues (1)	502,716		65,979		65,417		3,832		637,944
Lease revenue (2)	10,265		1,401		—		—		11,666
Total revenues from contracts with all customers	$	512,981	$	67,380	$	65,417	$	3,832	$	649,610

(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.

	Six Months Ended June 30, 2024
	North America		Europe		Asia-Pacific		South America		Total
Warehouse rent and storage	$	430,957	$	36,245	$	37,363	$	3,577	$	508,142
Warehouse services	540,486		50,201		67,856		2,459		661,002
Transportation	57,726		30,504		18,089		1,171		107,490
Third-party managed	8,586		—		11,762		—		20,348
Total revenues (1)	1,037,755		116,950		135,070		7,207		1,296,982
Lease revenue (2)	24,745		2,743		1,465		—		28,953
Total revenues from contracts with all customers	$	1,062,500	$	119,693	$	136,535	$	7,207	$	1,325,935

	Six Months Ended June 30, 2023
	North America		Europe		Asia-Pacific		South America		Total
Warehouse rent and storage	$	442,072	$	41,709	$	35,154	$	3,576	$	522,511
Warehouse services	507,899		50,694		68,450		2,588		629,631
Transportation	64,061		43,883		16,932		1,274		126,150
Third-party managed	12,341		—		11,386		—		23,727
Total revenues (1)	1,026,373		136,286		131,922		7,438		1,302,019
Lease revenue (2)	21,315		2,765		—		—		24,080
Total revenues from contracts with all customers	$	1,047,688	$	139,051	$	131,922	$	7,438	$	1,326,099

(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.

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Americold Realty Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

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% 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 June 30, 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 12.0% of these remaining performance obligations as revenue in 2024, and the remaining 88.0% to be recognized over a weighted average period of 15.7 years through 2042.

Contract Balances

The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenue (contract liabilities) on the accompanying Condensed Consolidated Balance Sheets. Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets. However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the three and six months ended June 30, 2024, were not materially impacted by any other factors.

Receivable balances related to contracts with customers accounted for under ASC 606 were $424.5 million and $420.2 million million as of June 30, 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 $27.3 million and $28.4 million as of June 30, 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 June 30, 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

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, and is focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. The REIT operates 239 warehouses globally, totaling approximately 1.4 billion cubic feet,with 195 in North America, 25 in Europe, 17 in Asia-Pacific, and 2 in South America as of June 30, 2024.

Our business includes three primary business segments: warehouse, transportation and third-party managed. We have minority interests in two joint ventures: SuperFrio (operates 35 temperature-controlled warehouses in Brazil), and RSA (operates 2 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.

Other costs reduction initiatives

To reduce facility costs, we have invested in energy efficiency projects, including LED lighting, thermal and solar 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.

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

Key Factors Affecting Our Business and Financial Results

Cybersecurity 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 and remediate the incident, and commence a forensic investigation. Actions taken included preventative measures such as shutting down certain operating systems, supplementing existing security monitoring with additional scanning and other protective measures. The Company also notified law enforcement and its customers, informing them of both the incident and management’s efforts to minimize its impact on the Company’s daily operations. Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed operations at pre-cyberattack levels by June 30, 2023.

The Company engaged a leading cybersecurity defense firm that completed a forensic investigation of the incident and provided recommended actions in response to the findings. As of December 31, 2023, the Company completed many of the recommended remediation activities associated with the Cyber Incident and continues to enhance its policies and procedures meant to assess, identify, and effectively manage cybersecurity risks, threats, and incidents.

Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber Incident have been recorded within “Acquisition, cyber incident, and other, net” in the Condensed Consolidated Statements of Operations. This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles.

Sale of outstanding minority ownership in LATAM JV

On May 31, 2022, we formed a joint venture, Americold LATAM Holdings Ltd (the “LATAM JV”), with Cold LATAM Limited (our “JV partner”). We contributed our Chilean business upon formation of the joint venture and retained the remaining 15% equity interests in the joint venture. The Company recorded an initial fair value of $37.0 million within “Investments in partially owned entities and other” on the Condensed Consolidated Balance Sheets. On May 30, 2023, our outstanding minority ownership was sold for proceeds of $36.9 million and a gain of $0.3 million.

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 system100 facilities, or approximately 40%. 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

30

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 from the project’s start date. Since inception, the Company has incurred $107.3 million of implementation costs related to Project Orion of which $69.4 million has been deferred within “Other assets” on the Condensed Consolidated Balance Sheets as of June 30, 2024.

During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion. The implementation costs deferred within “Other assets” on the Condensed Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Condensed Consolidated Statements of Operations. The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally three to five years. However, the useful lives of major information system installations such as implementations of ERP systems and certain related software are determined on an individual basis and may exceed five years depending on the estimated period of use. The Company has determined the useful life of the new ERP system to be ten years and is amortizing the costs associated with the ERP implementation over such period. The amortization expense recognized during the three and six months ended June 30, 2024 related to the Project Orion ERP implementation was not material.

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

Loss on Debt Extinguishment

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 $20.5 million. During the three months ended June 30, 2024, the Company purchased the remaining nine facilities in the Company’s lease portfolio with a lessor that were previously accounted for as failed sale-leaseback financing obligations for total consideration of $170.5 million. Total cash outflows related to these purchases of $191.0 million are included within “Termination of sale-leaseback financing obligations” on the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2024.

These purchases resulted in the recognition of a $110.4 million and $115.1 million loss on debt extinguishment during the three and six months ended June 30, 2024, respectively. These amounts are recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statement of Operations included herein.

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

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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.

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 and six month periods ending June 30, 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.

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	Spot Foreign exchange rates	Average foreign exchange rates for the three months ended	Average foreign exchange rates for the six months ended	Spot Foreign exchange rates	Average foreign exchange rates for the three months ended (1)	Average foreign exchange rate for the six months ended (1)
	June 30, 2024			June 30, 2023
Argentinian peso	0.001	0.001	0.001	0.004	0.004	0.004
Australian dollar	0.668	0.659	0.658	0.666	0.672	0.668
Brazilian real	0.179	0.192	0.197	0.209	0.206	0.202
British pound	1.265	1.262	1.265	1.270	1.264	1.252
Canadian dollar	0.731	0.731	0.736	0.755	0.753	0.745
Chilean peso	0.001	0.001	0.001	0.001	0.001	0.001
Euro	1.074	1.077	1.081	1.091	1.084	1.089
New Zealand dollar	0.609	0.605	0.609	0.613	0.614	0.618
Polish zloty	0.249	0.250	0.250	0.246	0.243	0.240

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.

•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 contribution 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 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.

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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 in January of 2024, changes in ownership structure (e.g., purchase of a previously leased warehouse) no longer resulted 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 began 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 is both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the then 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.

The following table shows the number of same-store and non-same store warehouses in our portfolio as of June 30, 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)	9
Third-Party Managed Warehouses	4
Total Warehouses	239

(1) The non-same store facility count 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, 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.

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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.

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Components of Our Results of Operations

Warehouse

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 services cost 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 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, economically 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 cost 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 cost 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.

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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.

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.

Gain from sale of real estate represents gains 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 and termination of derivative instruments is representative of charges associated with debt extinguishments and 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.

Impairment of related party loan receivable represents impairment charges associated with the loan issued to the Comfrio joint venture.

Loss on put option represents the fair value of put option associated with the Comfrio joint venture.

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

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RESULTS OF OPERATIONS

Comparison of Results for the Three Months Ended June 30, 2024 and 2023

Warehouse Segment

The following table presents the operating results of our warehouse segment for the three months ended June 30, 2024 and 2023.

	Three Months Ended June 30,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
Number of total warehouses	235						237
	(Dollars in thousands)
Rent and storage	$	267,671		$	273,751		$	275,183		(2.7)	%	(0.5)	%
Warehouse services	332,716			337,351			305,987			8.7	%	10.3	%
Total warehouse segment revenues	600,387			611,102			581,170			3.3	%	5.2	%
Power	37,082			38,124			35,992			3.0	%	5.9	%
Other facilities costs (2)	62,385			64,065			61,172			2.0	%	4.7	%
Labor	245,626			248,879			253,802			(3.2)	%	(1.9)	%
Other services costs (3)	50,763			51,934			57,362			(11.5)	%	(9.5)	%
Total warehouse segment cost of operations	$	395,856		$	403,002		$	408,328		(3.1)	%	(1.3)	%
Warehouse segment contribution (NOI)	$	204,531		$	208,100		$	172,842		18.3	%	20.4	%
Warehouse rent and storage contribution (NOI)	$	168,204		$	171,562		$	178,019		(5.5)	%	(3.6)	%
Warehouse services contribution (NOI)	$	36,327		$	36,538		$	(5,177)		(801.7)	%	(805.8)	%
Total warehouse segment margin	34.1		%	34.1		%	29.7		%	433 bps		431 bps
Rent and storage margin	62.8		%	62.7		%	64.7		%	-185 bps		-202 bps
Warehouse services margin	10.9		%	10.8		%	(1.7)		%	1261 bps		1252 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 $9.5 million, on an actual basis, for the three months ended June 30, 2024 and 2023, respectively.

(3)Includes non-real estate rent expense (equipment lease and rentals) of $3.0 million and $3.4 million, on an actual basis, for the three months ended June 30, 2024 and 2023, respectively.

On a constant currency basis, our warehouse segment revenues increased $29.9 million, or 5.2%, compared to the same period in the prior year. This growth was primarily driven by $29.8 million of growth in our same store pool and $0.1 million of growth in our non-same store pool, further discussed below.

On a constant currency basis, our warehouse segment cost of operations decreased $5.3 million, or 1.3%, during the three months ended June 30, 2024, as compared to the same period of the prior year. This is primarily driven by a $4.2 million decrease in same store warehouse costs of operations, further discussed below.

On a constant currency basis, warehouse segment NOI increased 20.4% during the three months ended June 30, 2024, as compared to the same period of the prior year. This is primarily due to increased NOI in our same store portfolio of $34.0 million on a constant currency basis, attributable to factors described below.

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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 June 30, 2024 and 2023.

	Three Months Ended June 30,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
Number of same store sites	226						226
Same store revenues:	(Dollars in thousands)
Rent and storage	$	257,924		$	263,984		$	264,134		(2.4)	%	(0.1)	%
Warehouse services	324,767			329,372			299,417			8.5	%	10.0	%
Total same store revenues	582,691			593,356			563,551			3.4	%	5.3	%
Same store cost of operations:
Power	35,494			36,533			34,167			3.9	%	6.9	%
Other facilities costs	59,193			60,800			57,190			3.5	%	6.3	%
Labor	234,276			237,487			240,574			(2.6)	%	(1.3)	%
Other services costs	47,124			48,289			55,415			(15.0)	%	(12.9)	%
Total same store cost of operations	$	376,087		$	383,109		$	387,346		(2.9)	%	(1.1)	%
Same store contribution (NOI)	$	206,604		$	210,247		$	176,205		17.3	%	19.3	%
Same store rent and storage contribution (NOI)	$	163,237		$	166,651		$	172,777		(5.5)	%	(3.5)	%
Same store services contribution (NOI)	$	43,367		$	43,596		$	3,428		1,165.1	%	1,171.8	%
Total same store margin	35.5		%	35.4		%	31.3		%	419 bps		417 bps
Same store rent and storage margin	63.3		%	63.1		%	65.4		%	-212 bps		-228 bps
Same store services margin	13.4		%	13.2		%	1.1		%	1221 bps		1209 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.

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	Three Months Ended June 30,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual	Constant Currency
Number of non-same store sites	9						11
Non-same store revenues:	(Dollars in thousands)
Rent and storage	$	9,747		$	9,767		$	11,049		n/r	n/r
Warehouse services	7,949			7,979			6,570			n/r	n/r
Total non-same store revenues	17,696			17,746			17,619			n/r	n/r
Non-same store cost of operations:
Power	1,588			1,591			1,825			n/r	n/r
Other facilities costs	3,192			3,265			3,982			n/r	n/r
Labor	11,350			11,392			13,228			n/r	n/r
Other services costs	3,639			3,645			1,947			n/r	n/r
Total non-same store cost of operations	$	19,769		$	19,893		$	20,982		n/r	n/r
Non-same store contribution (NOI)	$	(2,073)		$	(2,147)		$	(3,363)		n/r	n/r
Non-same store rent and storage contribution (NOI)	$	4,967		$	4,911		$	5,242		n/r	n/r
Non-same store services contribution (NOI)	$	(7,040)		$	(7,058)		$	(8,605)		n/r	n/r
Total non-same store margin	(11.7)		%	(12.1)		%	(19.1)		%	n/r	n/r
Non-same store rent and storage margin	51.0		%	50.3		%	47.4		%	n/r	n/r
Non-same store services margin	(88.6)		%	(88.5)		%	(131.0)		%	n/r	n/r

(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/r - not relevant

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

	Three Months Ended June 30,						Change
Units in thousands except per pallet and site number data - unaudited	2024			2023
Number of same store sites	226			226
Same store rent and storage:
Economic occupancy
Average economic occupied pallets	4,165			4,468			(6.8)	%
Economic occupancy percentage	79.4		%	84.7		%	-526 bps
Same store rent and storage revenues per average economic occupied pallet	$	61.94		$	59.12		4.8	%
Constant currency same store rent and storage revenues per average economic occupied pallet	$	63.38		$	59.12		7.2	%
Physical occupancy
Average physical occupied pallets	3,615			4,099			(11.8)	%
Average physical pallet positions	5,245			5,277			(0.6)	%
Physical occupancy percentage	68.9		%	77.7		%	-875 bps
Same store rent and storage revenues per average physical occupied pallet	$	71.34		$	64.44		10.7	%
Constant currency same store rent and storage revenues per average physical occupied pallet	$	73.02		$	64.44		13.3	%
Same store warehouse services:
Throughput pallets (in thousands)	8,717			8,873			(1.8)	%
Same store warehouse services revenues per throughput pallet	$	37.26		$	33.74		10.4	%
Constant currency same store warehouse services revenues per throughput pallet	$	37.79		$	33.74		12.0	%
Number of non-same store sites	9			11
Non-same store rent and storage:
Economic occupancy
Average economic occupied pallets	146			112			n/r
Economic occupancy percentage	53.3		%	76.2		%	n/r
Non-same store rent and storage revenues per average economic occupied pallet	$	66.76		$	98.65		n/r
Constant currency non-same store rent and storage revenues per average economic occupied pallet	$	66.90		$	98.65		n/r
Physical occupancy
Average physical occupied pallets	125			88			n/r
Average physical pallet positions	274			147			n/r
Physical occupancy percentage	45.6		%	59.9		%	n/r
Non-same store rent and storage revenues per average physical occupied pallet	$	77.98		$	125.56		n/r
Constant currency non-same store rent and storage revenues per average physical occupied pallet	$	78.14		$	125.56		n/r
Non-same store warehouse services:
Throughput pallets (in thousands)	307			245			n/r
Non-same store warehouse services revenues per throughput pallet	$	25.89		$	26.82		n/r
Constant currency non-same store warehouse services revenues per throughput pallet	$	25.99		$	26.82		n/r

n/a - not applicable

n/r - not relevant

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Same store storage revenue was flat on a constant currency basis. This was primarily due to a decrease in economic occupancy of 526 bps. 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. This was partially offset by an increase in fixed committed contracts. Specifically, our constant currency same store rent and storage revenue per average economic occupied pallet increased 7.2% during the three months ended June 30, 2024 as compared to the same period in the prior year.

Same store warehouse services revenue increased $30.0 million on a constant currency basis, primarily due to our pricing initiatives and rate escalations. Specifically, our constant currency same store services revenues per throughput pallet increased 12.0% during the three month period ending June 30, 2024 as compared to the same period of the prior year. This was partially offset by a decrease in throughput of 1.8% related to a decline in end-consumer demand and spending primarily due to the impact of inflation on the costs of food.

Same store warehouse costs of operations decreased on a constant currency basis by $4.2 million primarily driven by lower labor and other service costs. Labor costs decreased as a result of lower throughput volume resulting in less overtime and contracted labor, in addition to labor efficiencies. Other service costs decreased from lower throughput volumes resulting in lower costs incurred for the purchase of supplies and other variable overhead costs. This was partially offset by an increase in power and other facilities costs due to ongoing inflationary pressures.

Transportation Segment

The following table presents the operating results of our transportation segment for the three months ended June 30, 2024 and 2023.

	Three Months Ended June 30,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
	(Dollars in thousands)
Transportation services	$	50,637		$	52,370		$	58,072		(12.8)	%	(9.8)	%
Transportation services cost of operations	41,787			43,233			48,263			(13.4)	%	(10.4)	%
Transportation segment contribution (NOI)	$	8,850		$	9,137		$	9,809		(9.8)	%	(6.9)	%
Transportation margin	17.5		%	17.4		%	16.9		%	59 bps		56 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.

On a constant currency basis transportation revenues decreased $5.7 million, or 9.8%, 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, the loss of a major customer in the United States during the three months ended June 30, 2024, and the softening of transportation demand in the general macro-environment.

On a constant currency basis transportation cost of operations decreased $5.0 million, or 10.4%, 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.

On a constant currency basis the transportation segment contribution NOI decreased $0.7 million or 6.9%, compared to the same period in the prior year due to the factors 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 June 30, 2024 and 2023:

	Three Months Ended June 30,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
Number of managed sites	4						5			n/a		n/a
	(Dollars in thousands)
Third-party managed services	$	9,931		$	10,011		$	10,368		(4.2)	%	(3.4)	%
Third-party managed services cost of operations	7,829			7,888			8,968			(12.7)	%	(12.0)	%
Third-party managed segment contribution	$	2,102		$	2,123		$	1,400		50.1	%	51.6	%
Third-party managed margin	21.2		%	21.2		%	13.5		%	766 bps		770 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.

On a constant currency basis, third-party managed revenues decreased $0.4 million, or 3.4%, as compared to the same period in the prior year.

On a constant currency basis, third-party managed cost of operations decreased $1.1 million, or 12.0%, as compared to the same period in the prior year.

On a constant currency basis, third-party managed segment contribution (NOI) increased $0.7 million, or 51.6% as compared to the same period in the prior year. The improvement in margin is primarily due to operational and customer pricing improvements in Australia and certain North America locations. Additionally, the third party managed segment costs are largely passed to the consumer, thus the decline in overall costs associated with the wind down of previously exited sites aligns with the corresponding decline in segment revenues. Lastly, the Company ceased operations of a certain third party managed site during the three months ended June 30, 2024, however, the impact of this exit was not significant.

Other Consolidated Operating Expenses

Depreciation and amortization. Depreciation and amortization expense increased $4.8 million, or 5.6%, during the three months ended June 30, 2024 as compared to the same period in the prior year. This increase was primarily due to acquisitions, expansions and developments.

Selling, general, and administrative. Corporate-level selling, general and administrative expenses increased $5.7 million, or 10.5%, compared to $53.8 million for the three months ended June 30, 2023. This was primarily driven by an increase in routine legal and professional fees of $1.5 million and stock compensation expense of $1.3 million related to one time grants occurring in late 2023. This is offset by the ongoing efforts of cost reduction in response to the challenging economic environment.

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

	Three Months Ended June 30,				Change
Acquisition, cyber incident, and other, net	2024		2023		$		%
Project Orion expenses	$	11,984	$	2,543	$	9,441	n/r
Acquisition and integration related costs	1,345		2,402		(1,057)		(44.0)%
Severance costs	1,030		2,793		(1,763)		(63.1)%
Other, net	(462)		499		(961)		n/r
Cyber incident related costs, net of insurance recoveries	(10,884)		18,998		(29,882)		n/r
Total acquisition, cyber incident and other, net	$	3,013	$	27,235	$	(24,222)	(88.9)%
n/r- not relevant

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 “ERP” software system. These costs have increased by $9.4 million primarily due to increased contract labor, professional fees, and other non-capitalizable implementation costs.

Cyber incident related costs, net of insurance recoveries decreased by $29.9 million primarily related to a $10.0 million payment received during the three months ended June 30, 2024 for business interruption insurance. Costs for the three months ended June 30, 2023 is comprised of incremental claim reserves, and professional and legal fees related to the 2023 Cyber incident further described in Note 1 - General to these Condensed Consolidated Financial Statements.

Gain from sale of real estate. For the three months ended June 30, 2023 we recorded a $2.5 million gain from the sale of real estate related to the sale of a facility in Canada. The proceeds of the sale were used to repay outstanding Canadian-denominated Revolver short-term borrowings.

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Other Expense and Income

The following table presents other items of other expense and income for the three months ended June 30, 2024 and 2023.

	Three Months Ended June 30,				Change
	2024		2023		$		%
Other (expense) income:	(Dollars in thousands)
Interest expense	$	(33,180)	$	(36,431)	$	3,251	8.9	%
Loss on debt extinguishment and termination of derivative instruments	$	(110,682)	$	(627)	$	(110,055)	n/r
Loss from investments in partially owned entities	$	(1,034)	$	(709)	$	(325)	(45.8)	%
Impairment of related party loan receivable	$	—	$	(21,972)	$	21,972	n/r
Loss on put option	$	—	$	(56,576)	$	56,576	n/r
Other, net	$	14,623	$	(415)	$	15,038	n/r
n/r - not relevant

Interest expense. Interest expense decreased $3.3 million, or 8.9%, compared to the three months ended June 30, 2023. This was primarily due to lower average revolver borrowings. Additionally, our effective interest rate on our outstanding debt decreased from 4.21% for the three months ended June 30, 2023 to 4.16% for the three months ended June 30, 2024.

Loss on debt extinguishment and termination of derivative instruments. Loss on debt extinguishment and termination of derivative instruments increased $110.1 million, compared to the three months ended June 30, 2023. The increase was primarily due to the purchase of nine failed sale-leaseback facilities, resulting in a loss on debt extinguishment of $110.4 million.

Loss from investments in partially owned entities. Loss from investments in partially owned entities increased $0.3 million, or 45.8%, compared to the three months ended June 30, 2023. This is primarily due to decreases in earnings from Superfrio due to lower occupancy rates and higher interest expense. This is also due to reduced revenues due to decreased occupancy.

Impairment of related party loan receivable. Impairment of related party loan receivable was $22.0 million for the three months ended June 30, 2023. During the fourth quarter of 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio borrowed $25.0 million from Americold at a 10% annual fixed interest rate. During the three months ended June 30, 2023, the Company fully impaired the remaining balance.

Loss on put option. Loss on put option was $56.6 million for the three months ended June 30, 2023, which represents the estimated loss we recognized when the exercise of the Comfrio put was deemed probable.

Other, net. Other, net was a benefit of $14.6 million for the three months ended June 30, 2024, an increase of $15.0 million, compared to an expense of $0.4 million for the three months ended June 30, 2023. This is primarily due to an $11.4 million gain related to the removal of hedge designation for the Company’s British pound revolver further described in Note 5 - Derivative Financial Instruments to these Condensed Consolidated Financial Statements. Additionally, interest income increased as a result of a $0.7 million write-off of interest receivable on the Comfrio loan last year that was deemed uncollectible, with no similar transaction occurring in 2024.

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Income Tax Benefit (Expense)

Income tax benefit for the three months ended June 30, 2024 was $2.5 million, an increase of $3.0 million from an income tax expense of $0.5 million for the three months ended June 30, 2023. The increase is primarily the result of changes in the blend of pre-tax book income and losses generated year over year by jurisdiction.

Comparison of Results for the Six Months Ended June 30, 2024 and 2023

Warehouse Segment

The following table presents the operating results of our warehouse segment for the six months ended June 30, 2024 and 2023.

	Six Months Ended June 30,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
Number of total warehouses	235						237
	(Dollars in thousands)
Rent and storage	$	537,095		$	548,390		$	546,591		(1.7)	%	0.3	%
Warehouse services	661,002			669,779			629,631			5.0	%	6.4	%
Total warehouse segment revenues	1,198,097			1,218,169			1,176,222			1.9	%	3.6	%
Power	70,415			72,494			72,040			(2.3)	%	0.6	%
Other facilities costs (2)	127,980			131,108			121,972			4.9	%	7.5	%
Labor	493,799			500,011			512,343			(3.6)	%	(2.4)	%
Other services costs (3)	104,241			106,492			122,198			(14.7)	%	(12.9)	%
Total warehouse segment cost of operations	$	796,435		$	810,105		$	828,553		(3.9)	%	(2.2)	%
Warehouse segment contribution (NOI)	$	401,662		$	408,064		$	347,669		15.5	%	17.4	%
Warehouse rent and storage contribution (NOI)	$	338,700		$	344,788		$	352,579		(3.9)	%	(2.2)	%
Warehouse services contribution (NOI)	$	62,962		$	63,276		$	(4,910)		(1,382.3)	%	(1,388.7)	%
Total warehouse segment margin	33.5		%	33.5		%	29.6		%	397 bps		394 bps
Rent and storage margin	63.1		%	62.9		%	64.5		%	-144 bps		-163 bps
Warehouse services margin	9.5		%	9.4		%	(0.8)		%	1031 bps		1023 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 $18.4 million and $18.9 million, on an actual basis, for the six months ended June 30, 2024 and 2023, respectively.

(3) Includes non-real estate rent expense (equipment lease and rentals) of $6.5 million and $7.1 million, on an actual basis, for the six months ended June 30, 2024 and 2023, respectively.

On a constant currency basis, our warehouse segment revenues increased $41.9 million, or 3.6%, during the six months ended June 30, 2024, compared to the same period in the prior year. This growth was driven by an

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increase of $34.7 million in our same store pool on a constant currency basis, and an increase of $7.3 million in our non same store pool, further discussed below.

On a constant currency basis, our warehouse segment cost of operations decreased $18.4 million, or 2.2%, during the six months ended June 30, 2024, compared to the same period in the prior year. The cost of operations for our same store pool decreased $18.0 million on a constant currency basis, for reasons further described below.

On a constant currency basis, warehouse segment NOI increased 17.4% from the six months ended June 30, 2023. The NOI for our same store pool increased $52.7 million, or 14.6%, on a constant currency basis, attributable to factors described below.

Same Store and Non-Same Store Analysis

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 six months ended June 30, 2024 and 2023.

	Six Months Ended June 30,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
Number of same store sites	226						226
Same store revenues:	(Dollars in thousands)
Rent and storage	$	514,220		$	525,434		$	528,184		(2.6)	%	(0.5)	%
Warehouse services	645,183			653,819			616,395			4.7	%	6.1	%
Total same store revenues	1,159,403			1,179,253			1,144,579			1.3	%	3.0	%
Same store cost of operations:
Power	66,719			68,787			68,976			(3.3)	%	(0.3)	%
Other facilities costs	118,388			121,413			114,460			3.4	%	6.1	%
Labor	469,836			475,911			487,037			(3.5)	%	(2.3)	%
Other services costs	97,273			99,509			113,182			(14.1)	%	(12.1)	%
Total same store cost of operations	$	752,216		$	765,620		$	783,655		(4.0)	%	(2.3)	%
Same store contribution (NOI)	$	407,187		$	413,633		$	360,924		12.8	%	14.6	%
Same store rent and storage contribution (NOI)(2)	$	329,113		$	335,234		$	344,748		(4.5)	%	(2.8)	%
Same store services contribution (NOI)(3)	$	78,074		$	78,399		$	16,176		382.7	%	384.7	%
Total same store margin	35.1		%	35.1		%	31.5		%	359 bps		354 bps
Same store rent and storage margin(4)	64.0		%	63.8		%	65.3		%	-127 bps		-147 bps
Same store services margin(5)	12.1		%	12.0		%	2.6		%	948 bps		937 bps

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	Six Months Ended June 30,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual	Constant Currency
Number of non-same store sites	9						11
Non-same store revenues:	(Dollars in thousands)
Rent and storage	$	22,875		$	22,956		$	18,407		n/r	n/r
Warehouse services	15,819			15,960			13,236			n/r	n/r
Total non-same store revenues	38,694			38,916			31,643			n/r	n/r
Non-same store cost of operations:
Power	3,696			3,707			3,064			n/r	n/r
Other facilities costs	9,592			9,695			7,512			n/r	n/r
Labor	23,963			24,100			25,306			n/r	n/r
Other services costs	6,968			6,983			9,016			n/r	n/r
Total non-same store cost of operations	$	44,219		$	44,485		$	44,898		n/r	n/r
Non-same store contribution (NOI)	$	(5,525)		$	(5,569)		$	(13,255)		n/r	n/r
Non-same store rent and storage contribution (NOI)(2)	$	9,587		$	9,554		$	7,831		n/r	n/r
Non-same store services contribution (NOI)(3)	$	(15,112)		$	(15,123)		$	(21,086)		n/r	n/r
Total non-same store margin	(14.3)		%	(14.3)		%	(41.9)		%	n/r	n/r
Non-same store rent and storage margin(4)	41.9		%	41.6		%	42.5		%	n/r	n/r
Non-same store services margin(5)	(95.5)		%	(94.8)		%	(159.3)		%	n/r	n/r

(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/r - not relevant

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

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	Six Months Ended June 30,
Units in thousands except per pallet and site number data - unaudited	2024			2023			Change
Number of same store sites	226			226
Same store rent and storage:
Economic occupancy
Average economic occupied pallets	4,204			4,460			(5.7)	%
Economic occupancy percentage	80.2		%	84.5		%	-437 bps
Same store rent and storage revenues per average economic occupied pallet	$	122.34		$	118.42		3.3	%
Constant currency same store rent and storage revenues per average economic occupied pallet	$	124.98		$	118.42		5.5	%
Physical occupancy
Average physical occupied pallets	3,649			4,103			(11.1)	%
Average physical pallet positions	5,245			5,277			(0.6)	%
Physical occupancy percentage	69.6		%	77.8		%	-818 bps
Same store rent and storage revenues per average physical occupied pallet	$	140.94		$	128.73		9.5	%
Constant currency same store rent and storage revenues per average physical occupied pallet	$	143.99		$	128.73		11.9	%
Same store warehouse services:
Throughput pallets (in thousands)	17,398			18,269			(4.8)	%
Same store warehouse services revenues per throughput pallet	$	37.08		$	33.74		9.9	%
Constant currency same store warehouse services revenues per throughput pallet	$	37.58		$	33.74		11.4	%
Number of non-same store sites	9			11
Non-same store rent and storage:
Economic occupancy
Average economic occupied pallets	149			106			n/r
Economic occupancy percentage	53.2		%	73.6		%	n/r
Non-same store rent and storage revenues per average economic occupied pallet	$	153.52		$	173.65		n/r
Constant currency non-same store rent and storage revenues per average economic occupied pallet	$	154.07		$	173.65		n/r
Physical occupancy
Average physical occupied pallets	126			85			n/r
Average physical pallet positions	280			144			n/r
Physical occupancy percentage	45.0		%	59.0		%	n/r
Non-same store rent and storage revenues per average physical occupied pallet	$	181.55		$	216.55		n/r
Constant currency non-same store rent and storage revenues per average physical occupied pallet	$	182.19		$	216.55		n/r
Non-same store warehouse services:
Throughput pallets (in thousands)	677			501			n/r
Non-same store warehouse services revenues per throughput pallet	$	23.37		$	26.42		n/r
Constant currency non-same store warehouse services revenues per throughput pallet	$	23.57		$	26.42		n/r

n/r - not relevant

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Same store services revenue increased $37.4 million on a constant currency basis, primarily due to our pricing initiatives and rate escalations. Specifically, our constant currency same store services revenue per throughput pallet increased 11.4% during the six months ended June 30, 2024 as compared to the same period in the prior year. This was partially offset by a decrease in throughput of 4.8% related to a decline in end-consumer demand and spending primarily due to the impact of inflation on the costs of food. .

Same store storage revenue decreased $2.8 million on a constant currency basis, primarily due to a decrease in economic occupancy of 437 bps. The economic occupancy decrease was 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. This decrease was partially offset by an increase in fixed commitments. Specifically, our constant currency same store rent and storage revenues per average economic occupied pallet increased 5.5% during the six months ended June 30, 2024 as compared to the same period in the prior year.

Non-same store revenue increased by $7.3 million on a constant currency basis, due to recently completed expansion and developments, the Ormeau acquisition completed during the three months ended September 30, 2023, and the Safeway acquisition completed during the twelve months ended December 2023, partially offset by strategic exits of certain facilities. Non-same store costs of operations were flat during the six months ended June 30, 2024 as compared to the same period in the prior year.

Same store warehouse costs of operations decreased by $18.0 million on a constant currency basis, primarily driven by lower labor and other service costs. Labor costs decreased as a result of lower throughput volume of 4.8% resulting in less overtime and needed contract labor, in addition to labor efficiencies. Other service costs also decreased from lower throughput volumes of 4.8% resulting in lower freight costs. Power costs decreased primarily due to higher cost per kilowatt-hour during the three months ended March 31, 2023, resulting from the impact of the Ukraine conflict on our European operations, which have moderated compared to the prior year, partially offset by a slight increase during the three months ended June 30, 2024 due to ongoing inflation. Other facilities costs increased due to ongoing inflationary pressures.

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Transportation Segment

The following table presents the operating results of our transportation segment for the six months ended June 30, 2024 and 2023.

	Six Months Ended June 30,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
	(Dollars in thousands)
Transportation services	$	107,490		$	110,863		$	126,150		(14.8)	%	(12.1)	%
Transportation services cost of operations	87,118			89,946			104,681			(16.8)	%	(14.1)	%
Transportation segment contribution (NOI)	$	20,372		$	20,917		$	21,469		(5.1)	%	(2.6)	%
Transportation margin	19.0		%	18.9		%	17.0		%	193 bps		185 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.

On a constant currency basis transportation revenues decreased $15.3 million, or 12.1%. 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.

On a constant currency basis transportation cost of operations decreased $14.7 million, or 14.1%. The decrease was due to the same factors contributing to the decline in revenue mentioned above.

On a constant currency basis the transportation segment contribution NOI decreased $0.6 million or 2.6%, compared to the same period in the prior year due to the factors mentioned above.

Third-Party Managed Segment

The following table presents the operating results of our third-party managed segment for the six months ended June 30, 2024 and 2023.

	Six Months Ended June 30,									Change
	2024 Actual			2024 Constant Currency(1)			2023 Actual			Actual		Constant Currency
Number of managed sites	4						5			n/a		n/a
	(Dollars in thousands)
Third-party managed services	$	20,348		$	20,658		$	23,727		(14.2)	%	(12.9)	%
Third-party managed services cost of operations	16,063			16,299			21,248			(24.4)	%	(23.3)	%
Third-party managed segment contribution	$	4,285		$	4,359		$	2,479		72.9	%	75.8	%
Third-party managed margin	21.1		%	21.1		%	10.4		%	1061 bps		1065 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.

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On a constant currency basis, third-party managed revenues decreased $3.1 million, or 12.9%, during the six months ended June 30, 2024, as compared to the same period in the prior year.

On a constant currency basis, third-party managed cost of operations decreased $4.9 million, or 23.3%, during the six months ended June 30, 2024 as compared to the same period in the prior year.

On a constant currency basis, third-party managed segment contribution (NOI) increased $1.9 million, or 75.8% as compared to the same period in the prior year. The improvement in margin is primarily due to customer pricing and operational improvements in Australia and certain North America locations. Additionally, the third party managed segment costs are largely passed to the consumer, thus the decline in overall costs associated with the wind down of previously exited sites aligns with the corresponding decline in segment revenues. Lastly, the Company ceased operations of a certain third party managed site during the three months ended June 30, 2024, however, the impact of this exit was not significant.

Other Consolidated Operating Expenses

Depreciation and amortization. Depreciation and amortization expense increased $11.8 million, or 7.0%, during the six months ended June 30, 2024 compared to the same period in the prior year. This increase was primarily due to the impact of our recently completed expansion and development projects.

Selling, general, and administrative. Corporate-level selling, general and administrative expenses increased $8.2 million, or 7.1%, during the six months ended June 30, 2024 compared to the same period in the prior year. This was primarily driven by an increase in routine legal and professional fees of $3.2 million and stock compensation expense of $1.1 million related to one time grants occurring in late 2023. This is offset by the ongoing efforts of cost reduction in response to the challenging economic environment.

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

	Six Months Ended June 30,				Change
Acquisition, cyber incident and other, net	2024		2023		$		%
Project Orion expenses	$	19,798	$	4,488	$	15,310	n/r
Severance costs	4,864		6,209		(1,345)		(21.7)	%
Acquisition and integration related costs	2,351		4,188		(1,837)		(43.9)	%
Other, net	(833)		499		(1,332)		n/r
Cyber incident related costs, net of insurance recoveries	(8,169)		18,998		(27,167)		n/r
Total acquisition, cyber incident and other, net	$	18,011	$	34,382	$	(16,371)	(47.6)	%
n/r- not relevant

Acquisition, cyber incident and other, net. Corporate-level Acquisition, cyber incident and other, net was $18.0 million for the six months ended June 30, 2024, a decrease of $16.4 million compared to the six months ended June 30, 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 “ERP” software system. These costs have increased by

52

$15.3 million primarily due to increased contract labor, professional fees, and other non-capitalizable implementation costs.

Cyber incident related costs, net of insurance recoveries decreased by $27.2 million primarily related to a primarily related to a $10.0 million payment received in 2024 for business interruptions insurance. Costs for the six months ended June 30, 2024 is comprised of incremental claim reserves, and professional and legal fees related to the 2023 Cyber incident further described in Note1 - General to these Condensed Consolidated Financial Statements.

Gain from sale of real estate. Gain from sale of real estate during the six months ended June 30, 2024 included a $3.5 million related to the strategic sale of a facility in our warehouse portfolio. During the six months ended June 30, 2023, the Company recorded a $2.3 million gain from the sale of real estate related to the sale of a facility in Canada. The proceeds of the sale were used to repay outstanding Canadian-denominated Revolver short-term borrowings.

Other Expense and Income

The following table presents other items of other expense and income for the six months ended June 30, 2024 and 2023.

	Six Months Ended June 30,				Change
	2024		2023		$		%
Other (expense) income:	(Dollars in thousands)
Interest expense	$	(66,610)	$	(70,854)	$	4,244	6.0	%
Loss on debt extinguishment and termination of derivative instruments	$	(115,864)	$	(1,172)	$	(114,692)	n/r
Loss from investments in partially owned entities	$	(1,983)	$	(1,357)	$	(626)	(46.1)	%
Impairment of related party loan receivable	$	—	$	(21,972)	$	21,972	n/r
Loss on put option	$	—	$	(56,576)	$	56,576	n/r
Other, net	$	24,149	$	1,018	$	23,131	n/r
n/r-not relevant

Interest expense. Interest expense decreased $4.2 million, or 6.0%, compared to the six months ended June 30, 2023. This was primarily due to lower average revolver borrowings. Additionally, our effective interest rate on our outstanding debt decreased from 4.15% for the six months ended June 30, 2023 to 4.10% for the six months ended June 30, 2024.

Loss on debt extinguishment and termination of derivative instruments. Loss on debt extinguishment and termination of derivative instruments increased $114.7 million, compared to the six months ended June 30, 2023. The increase was primarily due to the purchase of eleven failed sale-leaseback facilities, resulting in a loss on debt extinguishment of $115.1 million.

Loss from investments in partially owned entities. Loss from investments in partially owned entities increased $0.6 million, or 46.1%, compared to the six months ended June 30, 2023. This is primarily due to decreases in earnings from Superfrio due to lower occupancy rates and increased interest expense. This is also due to reduced revenues due to lower occupancy.

Impairment of related party loan receivable. Impairment of related party loan receivable was $22.0 million for the six months ended June 30, 2023. During the fourth quarter of 2022, the Company entered into a loan agreement

53

with Comfrio, in which Comfrio borrowed $25.0 million from Americold at a 10% annual fixed interest rate. During the three months ended June 30, 2023, the Company fully impaired the remaining balance.

Loss on put option. Loss on put option was $56.6 million for the six months ended June 30, 2023, which represents the estimated loss we recognized when the exercise of the Comfrio put was deemed probable.

Other, net. Other, net was a benefit of $24.1 million for the six months ended June 30, 2024, an increase of $23.1 million compared to a benefit of $1.0 million for the six months ended June 30, 2023. This is primarily due to an $11.4 million gain related to the removal of hedge designation for the Company’s British pound revolver, in addition to an $8.4 million settlement related to a representations and warranty claim related to a prior acquisition, both of which occurred during the six months ended June 30, 2024.

	Six Months Ended June 30,				Change
	2024		2023		$		%
Other, net	(Dollars in thousands)
Gain from removal of hedge designation	$	11,431	$	—	$	11,431	100	%
Prior acquisition settlement	8,391		—		8,391		100	%
Interest income	2,222		1,090		1,132		104	%
Other income	1,631		637		994		156	%
Gain (loss) from asset disposal	474		(709)		1,183		n/r
	$	24,149	$	1,018	$	23,131

n/r- not relevant

Income Tax Benefit

Income tax benefit for the six months ended June 30, 2024 was $0.5 million, compared to an income tax benefit of $1.2 million for the six months ended June 30, 2023. The change is primarily from improved operating results from foreign operations.

Non-GAAP Financial Measures

We use the following non-GAAP financial measures as supplemental performance measures of our business: NAREIT FFO, Core FFO, Adjusted FFO, NAREIT EBITDAre, and Core EBITDA all of which are further defined below. Additionally we use NOI, Constant Currency metrics and Same Store metrics further described above.

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, 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.

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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; Loss on debt extinguishment and termination of derivative instruments; Foreign exchange gain (loss); Gain on legal settlement related to prior period operations; Project Orion – Deferred Costs Amortization ; Gain on sale of LATAM joint venture; Net loss from discontinued operations; Impairment of related party loan receivable; and Loss on put option. We also adjust Core FFO for Our share of reconciling items related to 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, Amortization of below/above market leases, Straight-line rental revenue and expense adjustment, net, Deferred income taxes benefit, Stock-based compensation expense expense, Non-real estate depreciation and amortization, and Maintenance capital expenditures. We also adjust for AFFO attributable to Our share of reconciling items related to partially owned entities and discontinued operations. 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 (loss) and net income or loss 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 (loss) 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.

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Reconciliation of Net Income (Loss) to NAREIT FFO, Core FFO, and Adjusted FFO
(In thousands)
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss	$	(64,409)	$	(104,802)	$	(54,607)	$	(107,373)
Real estate related depreciation	56,410		54,740		112,685		109,281
Gain from sale of real estate	—		(2,528)		(3,514)		(2,337)
Net loss on asset disposals	53		—		93		—
Our share of reconciling items related to partially owned entities	418		232		566		1,135
NAREIT FFO (b)	(7,528)		(52,358)		55,223		706
Adjustments:
Net (gain) loss on sale of non-real assets	(548)		289		(568)		709
Acquisition, cyber incident, and other, net	3,013		27,235		18,011		34,382
Loss on debt extinguishment and termination of derivative instruments	110,682		627		115,864		1,172
Foreign currency exchange (gain) loss	(11,321)		212		(10,948)		(246)
Gain on legal settlement related to prior period operations	—		—		(6,104)		—
Project Orion deferred costs amortization	581		—		581		—
Our share of reconciling items related to partially owned entities	144		(27)		280		101
Net loss from discontinued operations	—		8,275		—		8,275
Impairment of related party receivable	—		21,972		—		21,972
Loss on put option	—		56,576		—		56,576
Gain on sale of LATAM JV	—		(304)		—		(304)
Core FFO applicable to common stockholders (b)	95,023		62,497		172,339		123,343
Adjustments:
Amortization of deferred financing costs and pension withdrawal liability	1,294		1,279		2,583		2,519
Amortization of below/above market leases	360		375		728		777
Straight-line rental expense (revenue) adjustment	367		361		956		(130)
Deferred income tax benefit	(4,353)		(1,459)		(3,734)		(5,080)
Stock-based compensation expense	6,064		4,639		12,683		11,609
Non-real estate depreciation and amortization	33,239		30,152		69,059		60,635
Maintenance capital expenditures (a)	(22,832)		(22,590)		(40,765)		(38,834)
Our share of reconciling items related to partially owned entities	235		303		461		607
Adjusted FFO applicable to common stockholders (b)	$	109,397	$	75,557	$	214,310	$	155,446

(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.

(b) During the three months ended June 30, 2023, management excluded losses from discontinued operations from Core FFO applicable to common stockholders, and Adjusted FFO applicable to common stockholders and included certain losses from discontinued

operations for NAREIT FFO. For purposes of comparability using this same approach, the following adjusted historical results are

recasted as follows:

	Recasted Six Months Ended June 30,
(in thousands)	2023
NAREIT FFO	$74
Core FFO applicable to common stockholders	$125,044
Adjusted FFO applicable to common stockholders	$157,063

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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 expense (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 on partially owned entities; Foreign currency exchange gain; Gain on sale of LATAM joint venture; Stock based compensation expense; Loss on debt extinguishment and terminations of derivatives instruments; (Gain) loss on other asset disposals; Gain on legal settlement related to prior period operations; Project Orion – Deferred Costs Amortization ; Net loss from discontinued operations; Net loss from discontinued operations; Impairment of related party receivable; and Loss on put option. 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.

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Reconciliation of Net (Loss) Income to NAREIT EBITDAre and Core EBITDA
(In thousands)
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss	(64,409)		(104,802)		(54,607)		(107,373)
Depreciation and amortization	89,649		84,892		181,744		169,916
Interest expense	33,180		36,431		66,610		70,854
Income tax (benefit) expense	(2,496)		464		(502)		(1,180)
Gain from sale of real estate	—		(2,528)		(3,514)		(2,337)
Adjustment to reflect share of EBITDAre of partially owned entities	1,520		3,085		2,990		5,968
NAREIT EBITDAre (a)	$	57,444	$	17,542	$	192,721	$	135,848
Adjustments:
Acquisition, cyber incident, and other, net	3,013		27,235		18,011		34,382
Loss from investments in partially owned entities	1,034		709		1,983		3,738
Foreign currency exchange (gain) loss	(11,321)		212		(10,948)		(246)
Stock-based compensation expense	6,064		4,639		12,683		11,609
Loss on debt extinguishment and termination of derivative instruments	110,682		627		115,864		1,172
(Gain) loss on other asset disposals	(495)		289		(475)		709
Gain on legal settlement related to prior period operations	—		—		(6,104)		—
Project Orion deferred costs amortization	581		—		581		—
Reduction in EBITDAre from partially owned entities	(1,520)		(3,085)		(2,990)		(5,968)
Gain on sale of LATAM joint venture	—		(304)		—		(304)
Net loss from discontinued operations	—		8,275		—		8,275
Impairment of related party loan receivable	—		21,972		—		21,972
Loss on put option	—		56,576		—		56,576
Core EBITDA	$	165,482	$	134,687	$	321,326	$	267,763

(a) During the three months ended June 30, 2023, management included certain losses from discontinued operations in NAREIT EBITDAre. For purposes of comparability using this same approach, the following adjusted historical results recasted are as follows:

	Recasted Six Months Ended June 30,
(in thousands)	2023
NAREIT EBITDAre	$134,414

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

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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.

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. 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.

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 the Company. 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.

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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 and six months ended June 30, 2024 we did not sell any shares of our common stock under the Current ATM Equity Program.

Security Interests in Customers’ Products

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 $0.4 million and $1.3 million for the three months ended June 30, 2024 and 2023, and $1.4 million and $2.0 million for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, we maintained bad debt allowances of approximately $21.7 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.

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Outstanding Indebtedness

The following table summarizes our outstanding indebtedness as of June 30, 2024 (in thousands):

Debt Summary:
Fixed rate(1)	$	2,583,276
Variable rate - unhedged	619,636
Total senior unsecured notes, term loans and borrowings under revolving line of credit	3,202,912
Sale-leaseback financing obligations	81,201
Financing lease obligations	95,768
Total debt and debt-like obligations	$	3,379,881
Percent of total debt and debt-like obligations:
Fixed rate(1)	81.7		%
Variable rate	18.3		%
Effective interest rate as of June 30, 2024	4.16		%

(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, CORRA, BBSW, EURIBOR, and BKBM rates, depending on the respective agreement governing the debt, including our global revolving credit facilities. As of June 30, 2024, our debt had a weighted average term to maturity of approximately 4.6 years, assuming exercise of extension options.

The Company determined that its previous designation of £78.0 million of debt and accrued interest as a hedge of its net investment in its United Kingdom-based subsidiary did not qualify for hedge accounting, and the cumulative foreign exchange gain associated with this transaction of $10.4 million has been recorded as a gain on foreign exchange within “Other, net” on the Condensed Consolidated Statements of Operations for the three and six months period ended June 30, 2024. The Company has determined that the impacts of this adjustment are immaterial to the current and prior period interim and annual financial statements and disclosures. Furthermore, the Company fully paid off the balance of this revolving debt during the three months ended June 30, 2024.

For further information regarding outstanding indebtedness, please see Note 4 - Debt and Note 5 - Derivative Financial Instruments to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and Note 9 - Accumulated Other Comprehensive Income (Loss) to our Condensed Consolidated Financial Statements.

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Aggregate Future Repayments of Indebtedness

The aggregate maturities of indebtedness, excluding sale-leaseback financing obligations and financing lease obligations, as of June 30, 2024 for each of the next five years and thereafter, are as follows (in thousands):

Year ended:
2024	$	—
2025	—
2026	200,000
2027	994,636
2028	452,865
2029 - Thereafter	1,555,411
Aggregate principal amount of indebtedness	3,202,912
Less: unamortized deferred financing costs	(9,254)
Total indebtedness, net of deferred financing costs	$	3,193,658

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 Trend) 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 2023 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 and six months ended June 30, 2024 and 2023. 

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands, except per cubic foot amounts)
Real estate	$	20,830	$	20,430	$	37,165	$	35,329
Personal property	1,104		1,367		1,950		1,692
Information technology	898		793		1,650		1,813
Maintenance capital expenditures(1)	$	22,832	$	22,590	$	40,765	$	38,834
Maintenance capital expenditures per cubic foot	$	0.016	$	0.015	$	0.028	$	0.026

(1) Excludes a nominal amount and $0.3 million deferred acquisition maintenance capital expenditures incurred for the three months ended June 30, 2024 and 2023, respectively. Excludes a nominal amount and $0.6 million deferred acquisition maintenance capital expenditures incurred for the six months ended June 30, 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 and six months ended June 30, 2024 and 2023. 

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands, except per cubic foot amounts)
Real estate	$	10,349	$	12,304	$	24,937	$	21,106
Personal property	18,919		17,096		35,223		37,061
Repair and maintenance expenses	$	29,268	$	29,400	$	60,160	$	58,167
Repair and maintenance expenses per cubic foot	$	0.020	$	0.020	$	0.042	$	0.039

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 six months ended June 30, 2024, the Company purchased eleven facilities that were previously accounted for as failed sale-leaseback financing obligations for total consideration of $191.0 million, resulting in the recognition of a “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statement of Operations of $115.1 million.

During the six months ended June 30, 2024, the Company sold a facility for proceeds of $9.0 million, resulting the recognition of a “Gain from 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 six months ended June 30, 2024 include $19.5 million related to our two fully-automated, build-to-suit, development sites in Connecticut and Pennsylvania; $4.6 million related to the Allentown, Pennsylvania facility; $9.7 million related to our Kansas City, Missouri facility; $0.8 million related to our Atlanta, Georgia Major Market Strategy - Phase 2; $5.3 million related to our Russellville, Arkansas expansion; $1.5 million related to our Sydney, Australia expansion; and $7.3 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.

We incurred capitalized interest of $7.5 million related to our ongoing expansion and development projects, $2.0 million of which is reflected in the individual expansion and development expenditures mentioned above. Similarly, we incurred capitalized insurance, compensation, and travel expense aggregating to $10.1 million related to our ongoing expansion and development projects, $1.0 million of which is also reflected in the individual expansion and development expenditures mentioned above.

Finally, we incurred approximately $3.3 million during the six months ended June 30, 2024 for contemplated future expansion or development projects. The following table sets forth our acquisition, expansion and development capital expenditures for the three and six months ended June 30, 2024 and 2023. 

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(In thousands)
Business combinations	$	—	$	40,743	$	—	$	40,743
Asset acquisitions	—		20,081		—		20,081
Expansion and development initiatives	32,881		19,567		62,833		48,290
Information technology	2,759		1,721		3,739		3,334
Growth and expansion capital expenditures	$	35,640	$	82,112	$	66,572	$	112,448

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Historical Cash Flows

	Six Months Ended June 30,
	2024		2023
	(In thousands)
Net cash provided by operating activities	$	198,659	$	82,768
Net cash used in investing activities	$	(109,176)	$	(162,674)
Net cash (used in) provided by financing activities	$	(107,196)	$	76,513

Operating Activities

For the six months ended June 30, 2024, our net cash provided by operating activities was $198.7 million, an increase of $115.9 million, compared to $82.8 million for the six months ended June 30, 2023. The increase is primarily due to the impact of improved NOI.

Investing Activities

Our net cash used in investing activities was $109.2 million for the six months ended June 30, 2024 compared to $162.7 million for the six months ended June 30, 2023. Additions to property, buildings and equipment were $109.1 million, reflecting maintenance capital expenditures and investments in our various expansion and development projects. Additionally, we invested $9.3 million in a loan to the RSA joint venture. This was partially offset by proceeds from a sold facility of $9.2 million.

Net cash used in investing activities was $162.7 million for the six months ended June 30, 2023. Cash used for additions to property, buildings and equipment was $128.0 million, reflecting maintenance capital expenditures and investments in our various expansion and development projects. Additionally, we purchased the remaining outstanding equity ownership of the Comfrio joint venture for $40.7 million and completed a lease buyout for a facility for $20.1 million. Finally, we invested $18.5 million in a loan to the Comfrio joint venture, which was subsequently impaired, as well as a minority equity interest in the RSA joint venture. This was partially offset by proceeds from the sale of our share of the LATAM joint venture of $36.9 million.

Financing Activities

Net cash used in financing activities was $107.2 million for the six months ended June 30, 2024 compared to net cash provided of $76.5 million for the six months ended June 30, 2023. Cash used in financing activities for the current period primarily consisted of $368.3 million in repayments to our Senior Unsecured Revolving Credit Facility and $126.2 million in dividend payments, $191.0 million related to the purchase of failed sale-leaseback facilities, and $24.8 million in aggregate lease repayments, offset by $602.2 million in proceeds from our Senior Unsecured Revolving Credit Facility.

Net cash provided by financing activities was $76.5 million for the six months ended June 30, 2023. Cash provided by financing activities primarily consisted of $439.7 million in proceeds from our Senior Unsecured Revolving Credit Facility, offset by $219.9 million in repayments on our Senior Unsecured Revolving Credit Facility, $119.8 million of quarterly dividend distributions paid, and $24.4 million aggregate lease repayments.

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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.

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 June 30, 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 CORRA for the CAD tranche, plus a margin of up to 0.94%. 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 4.20% and all of our outstanding CAD-denominated term loan at a weighted average rate of 4.53%.

Additionally, we had $360.0 million, C$35.0 million, €70.5 million, A$197.0 million, and NZD44.0 million outstanding of Senior Unsecured Revolving Credit Facility draws. At June 30, 2024, one-month term and daily SOFR was approximately 5.42%, one-month CORRA was approximately 5.08%, one-month AUD BBSW was approximately 4.35%, one-month EURIBOR was approximately 3.65%, and one-month BKBM was approximately 5.65%. 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 $6.2 million, and a 100 basis point decrease in market interest rates would result in a $6.2 million decrease in annual interest expense. Our interest rate risk exposure at June 30, 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 June 30, 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.

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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 at a reasonable assurance level as of June 30, 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. 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

During the three months ended June 30, 2024, we deployed the first phase of Project Orion, which is anticipated to enhance our operating and financial processes over time. As part of the deployment of the first phase of Project Orion, and the resulting change in the related business and IT processes, the Company identified and implemented changes in the design of its internal controls over financial reporting, as necessary.

Except as described above, there were no changes in our internal control over financial reporting during the three months ended June 30, 2024 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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 8 - 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

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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 June 30, 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).

Item 6. Exhibits 

Index to Exhibits

Exhibit No.	Description
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 June 30, 2024 , formatted in XBRL interactive data files: (i) Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023; (ii) Condensed Consolidated Income Statements for the three and six months ended June 30, 2024 and 2023; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2024 and 2023; (iv) Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2024 and 2023 and the three months ended March 31, 2024 and 2023; (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 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:	August 8, 2024	By:	/s/ Jay Wells
		Name:	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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