Americold Realty Trust 10-Q for FY2025 Q3
Americold Realty Trust (COLD)
10-Q
2025-11-06
For: 2025-09-30
View Original
Added on
April 06, 2026
About this 10-Q
Americold Realty Trust filed this 10-Q on November 6, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $663.67M
- down 1.6% from $674.17M a year earlier
- Net loss
- $11.37M
- compared with a net loss of $3.73M a year earlier
- Diluted EPS
- -$0.04
- compared with -$0.01 a year earlier
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 | ||||||||
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) | ||||||||||
| (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 | |||||||||||||||
| (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 November 4, 2025 | |||||||
| Common Stock, $0.01 par value per share | ||||||||
| 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. | |||||||||||||||||||||||||||||||||||||||||||||||
| 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). | |||||||||||||||||||||||||||||||||||||||||||||||
| 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: | |||||||||||||||||||||||||||||||||||||||||||||||
| x | |||||||||||||||||||||||||||||||||||||||||||||||
| ☐ | Non-accelerated filer | ||||||||||||||||||||||||||||||||||||||||||||||
| ☐ | 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. | |||||||||||||||||||||||||||||||||||||||||||||||
| ¨ | |||||||||||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act of 1934) | |||||||||||||||||||||||||||||||||||||||||||||||
| Yes | No | x | |||||||||||||||||||||||||||||||||||||||||||||
TABLE OF CONTENTS | |||||
| Page | |||||
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;
•national, international, regional and local economic conditions, including impacts and uncertainty from trade disputes and tariffs on goods imported to the United States and goods exported to other countries;
•periods of economic slowdown or recession;
•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;
•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;
2
•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;
•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 fiscal year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2025 (“2024 Annual Report on Form 10-K”), and other reports filed with the SEC, 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) | |||||||||||
| September 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Property, buildings, and equipment: | |||||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Machinery and equipment | |||||||||||
| Assets under construction | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, buildings, and equipment – net | |||||||||||
| Operating leases - net | |||||||||||
| Financing leases - net | |||||||||||
| Cash, cash equivalents, and restricted cash | |||||||||||
Accounts receivable – net of allowance of $ | |||||||||||
| Identifiable intangible assets – net | |||||||||||
| Goodwill | |||||||||||
| Investments in and advances to partially owned entities | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Liabilities | |||||||||||
| Borrowings under revolving line of credit | $ | $ | |||||||||
| Accounts payable and accrued expenses | |||||||||||
Senior unsecured notes and term loans – net of deferred financing costs of $ | |||||||||||
| Sale-leaseback financing obligations | |||||||||||
| Financing lease obligations | |||||||||||
| Operating lease obligations | |||||||||||
| Unearned revenues | |||||||||||
| Deferred tax liability - net | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Equity | |||||||||||
| Stockholders' equity: | |||||||||||
Common stock, $ | |||||||||||
| Paid-in capital | |||||||||||
| Accumulated deficit and distributions in excess of net earnings | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rent, storage, and warehouse services | $ | $ | $ | $ | |||||||||||||||||||
| Transportation services | |||||||||||||||||||||||
| Third-party managed services | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Rent, storage, and warehouse services cost of operations | |||||||||||||||||||||||
| Transportation services cost of operations | |||||||||||||||||||||||
| Third-party managed services cost of operations | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Selling, general, and administrative | |||||||||||||||||||||||
| Acquisition, cyber incident, and other, net | |||||||||||||||||||||||
| Impairment of long-lived assets | |||||||||||||||||||||||
| Net loss (gain) from sale of real estate | ( | ( | |||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating Income | |||||||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Loss on debt extinguishment and termination of derivative instruments | ( | ( | |||||||||||||||||||||
| Loss from investments in partially owned entities | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax (expense) benefit: | |||||||||||||||||||||||
| Current income tax | ( | ( | ( | ( | |||||||||||||||||||
| Deferred income tax | |||||||||||||||||||||||
| Total income tax benefit | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Net loss attributable to Americold Realty Trust, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted average common stock outstanding – basic | |||||||||||||||||||||||
| Weighted average common stock outstanding – diluted | |||||||||||||||||||||||
| Net loss per common share - basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per common share - diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements. | |||||||||||||||||||||||
5
| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||||||||||||||
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) | |||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive (loss) income - net of tax: | |||||||||||||||||||||||
| Adjustment to accrued pension liability | ( | ( | ( | ( | |||||||||||||||||||
| Unrealized net (loss) gain on foreign currency | ( | ( | ( | ||||||||||||||||||||
| Unrealized net loss on cash flow hedges | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive loss - net of tax attributable to Americold Realty Trust, Inc. | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive loss attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Total comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| 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 | Noncontrolling Interests in Operating Partnership | ||||||||||||||||||||||||||||||||||||||
| Number of Shares | Par Value | Paid-in Capital | |||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Distributions on common stock, restricted stock and OP units | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Common stock issuance related to employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Conversion of OP units to cash | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Distributions on common stock, restricted stock and OP units | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Conversion of OP units to common stock | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Distributions on common stock, restricted stock and OP units | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Conversion of OP units to common stock | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
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 in Operating Partnership | ||||||||||||||||||||||||||||||||||||||
| Number of Shares | Par Value | Paid-in Capital | |||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Distributions on common stock, restricted stock and OP units | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||
| Common stock issuance related to employee stock purchase plan | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance - March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Distributions on common stock, restricted stock and OP units | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Balance - June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Distributions on common stock, restricted stock and OP units | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Common stock issuance related to employee stock purchase plan | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Conversion of OP units to common stock | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Balance - September 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
8
| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||
| Condensed Consolidated Statements of Cash Flows (Unaudited) | |||||||||||
| (In thousands) | |||||||||||
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Amortization of deferred financing costs and pension withdrawal liability | |||||||||||
| Project Orion and other software related deferred costs amortization | |||||||||||
| Loss on debt extinguishment and termination of derivative instruments | |||||||||||
| Gain from sale of partially owned entity | ( | ||||||||||
| Loss from investments in partially owned entities | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income tax benefit | ( | ( | |||||||||
| Provision for doubtful accounts receivable | |||||||||||
| Impairment of long-lived assets | |||||||||||
| Non-cash operating lease expenses | |||||||||||
| Net gain from sale of real estate | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Other assets | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | |||||||||
Proceeds from settlement of treasury lock hedge transactions | |||||||||||
| Other, net | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Additions to property, buildings, and equipment | ( | ( | |||||||||
| Business combinations, net of cash acquired | ( | ||||||||||
| Investments in and advances to partially owned entities and other | ( | ( | |||||||||
| Proceeds from sale of property, buildings, and equipment | |||||||||||
Proceeds from sale of investment in partially owned entity | |||||||||||
| Payment for foreign currency exchange forwards settlement | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Distributions paid on common stock, restricted stock units and noncontrolling interests in OP | ( | ( | |||||||||
| Proceeds from stock options exercised | |||||||||||
| Proceeds from employee stock purchase plan | |||||||||||
| Remittance of withholding taxes related to employee stock-based transactions | ( | ( | |||||||||
| Proceeds from revolving line of credit | |||||||||||
| Repayment on revolving line of credit | ( | ( | |||||||||
| Repayment of sale-leaseback financing obligations | ( | ( | |||||||||
| Termination of sale-leaseback financing obligations | ( | ||||||||||
| Repayment of financing lease obligations | ( | ( | |||||||||
Payment of debt issuance costs | ( | ( | |||||||||
Proceeds from public senior unsecured notes offering | |||||||||||
Net cash provided by (used in) financing activities | ( | ||||||||||
| Net (decrease) increase in cash, cash equivalents and restricted cash | ( | ||||||||||
| Effect of foreign currency translation on cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash: | |||||||||||
| Beginning of period | |||||||||||
| End of period | $ | $ | |||||||||
| Supplemental disclosures of non-cash investing and financing activities: | |||||||||||
| Addition of property, buildings, and equipment on accrual | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||
| Operating leases | $ | $ | |||||||||
| Finance leases | $ | $ | |||||||||
| Supplemental disclosures of cash flows information: | |||||||||||
| Interest paid – net of amounts capitalized | $ | $ | |||||||||
| Income taxes paid – net of refunds | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
9
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. As of September 30, 2025, we operated 235 warehouses globally, totaling approximately 1.4 billion cubic feet, with 191 warehouses in North America, 24 in Europe, 18 warehouses in Asia-Pacific, and 2 warehouses in South America.
Our business includes three primary business segments: Warehouse, Transportation, and Third-party managed. As of September 30, 2025, we have a minority interest in one joint venture: RSA Cold Holdings Limited (the “RSA joint venture”), which operates 2 temperature-controlled warehouses in Dubai.
Basis of Presentation and Principles of Consolidation
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 Statements of Cash Flows includes various reclassifications, all within Cash Provided by Operating Activities, to conform current and prior period presentation.
10
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company reclassified impairment charges on certain real estate assets recognized during the three and nine months ended September 30, 2024 from “Other, net” to “Impairment of long-lived assets” on the Condensed Consolidated Statements of Operations to conform current and prior period presentation.
Recent Capital Markets Activity
Universal Shelf Registration Statement
On March 17, 2023, the Company and Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No. 333-270664 and 333-270664-01) (as amended from time to time, 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 and certain subsidiaries of the Company. The Registration Statement was amended on September 3, 2024 to add certain direct and indirect subsidiaries of the Company as co-registrants to the Registration Statement, since each such co-registrant may be a guarantor of some or all of the debt securities of the Operating Partnership with respect to which offers and sales are registered under the Registration Statement.
Public Debt Offerings
On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s 5.409 % senior unsecured notes (the “Public 5.409 % Notes”) due September 12, 2034. The Public 5.409 % Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations, Inc., a wholly-owned subsidiary of the Company and a limited partner of the Operating Partnership (“Americold Realty Operations”), and certain subsidiaries of the Operating Partnership. Further details of this offering are described in “Note 9 - Debt” to the Notes to the Consolidated Financial Statements in our 2024 Annual Report on Form 10-K. The Public 5.409 % Notes bear interest at a rate of 5.409 % per year, and interest is payable on March 12 and September 12 of each year.
On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s 5.600 % senior unsecured notes (the “Public 5.600% Notes”) due May 15, 2032. Further details of the offering are described in Note 4 - Debt to these Condensed Consolidated Financial Statements.
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
11
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
governance, finance and human resources cost reductions, information technology (“IT”) applications and infrastructure rationalization, reduced associate turnover, working capital efficiency and reduced IT maintenance capital expenditures. The activities associated with Project Orion are expected to be substantially complete, with the exception of the implementation in Europe, within three years from the project’s start date. Since inception, the Company has incurred $212.5 million of implementation costs related to Project Orion, including expenses reported in “Acquisition, cyber incident, and other, net” on the Condensed Consolidated Statements of Operations and costs deferred in “Other assets” on the Condensed Consolidated Balance Sheets. The unamortized balance of the Project Orion deferred costs were $82.9 million and $80.5 million as of September 30, 2025 and December 31, 2024, respectively.
During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion in North America and Asia Pacific. 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 to five years . However, the useful lives of major information system installations, such as the implementation of Project Orion related systems and 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 Project Orion related systems and software associated with the first phase of Project Orion to be ten years and is amortizing the costs associated with such implementation on a straight-line basis over such period. The amortization expense recognized during the three and nine months ended September 30, 2025 related to the Project Orion phase one implementation was $6.1 million and $13.0 million, respectively. The amortization expense recognized during the three and nine months ended September 30, 2024 related to the Project Orion phase one implementation was $1.8 million and $2.4 million, respectively.
For further information regarding Project Orion, refer to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K as filed with the SEC.
Foreign Currency Related Transactions
Exchange rate adjustments resulting from foreign currency transactions are recognized in “Net loss” in the Condensed Consolidated Statements of Operations, whereas effects resulting from the translation of financial statements are recognized in “Unrealized net loss on foreign currency” in the Condensed Consolidated Statements of Comprehensive Loss. 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.
For the three months ended September 30, 2025 and 2024, the amount of foreign currency remeasurement recognized in the Condensed Consolidated Statements of Operations within “Other, net” was a loss of $0.6 million and $0.3 million, respectively.
For the nine months ended September 30, 2025 and 2024, the amount of foreign currency remeasurement recognized in the Condensed Consolidated Statements of Operations within “Other, net” was a loss of $0.7 million and a gain of $10.6 million, respectively.
The amount recognized for the nine months ended September 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.
12
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the three months ended September 30, 2025 and 2024, the amount of foreign currency translation recognized in the Condensed Consolidated Statements of Comprehensive Loss within “Unrealized net (loss) gain on foreign currency” was a loss of $5.4 million and a gain of $4.0 million, respectively.
For the nine months ended September 30, 2025 and 2024, the amount of foreign currency translation recognized in the Condensed Consolidated Statements of Comprehensive Loss within “Unrealized net (loss) gain on foreign currency” was a loss of $24.4 million and $7.2 million, respectively.
Sale of SuperFrio Joint Venture
On April 30, 2025, the Company completed the sale of its 14.99 % equity interest in the SuperFrio joint venture to a third party for the Brazilian Real US dollar equivalent of $27.5 million. This sale resulted in the recognition of a net $2.4 million gain for the nine months ended September 30, 2025, which was recognized within “Other, net” on the Condensed Consolidated Statements of Operations. The gain is net of a $2.4 million loss related to the reclassification of foreign currency translation adjustments previously recorded in “Accumulated other comprehensive loss”. As the proceeds associated with this transaction were required to be held by our Brazilian subsidiary until July of 2025, the Company entered into a foreign currency forward contract designated as a net investment hedge of our net investment in our Brazilian subsidiary. The purpose of the hedge contract was to guarantee the repatriation of $27.0 million amidst any foreign currency fluctuation during the holding period that the Brazilian Real were held by our Brazilian subsidiary. The hedge contract net settled in July of 2025 requiring the Company to pay $1.5 million to the hedge counterparty, which resulted in net proceeds repatriated to the U.S. of $27.0 million. The total cash outflow of $1.5 million paid to the hedge counterparty is included within “Payment for foreign currency exchange forwards settlement” on the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025.
Loss on Debt Extinguishment
During the nine months ended September 30, 2024, the Company purchased eleven facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations for total consideration of $191.0 million. Total cash outflows related to these purchases are included within “Termination of sale-leaseback financing obligations” on the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024.
These purchases resulted in the recognition of a $115.1 million loss for the nine months ended September 30, 2024, recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statements of Operations included herein.
Recent Rules and Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively for all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on our annual disclosures for the year ending 2025.
13
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. This ASU requires an entity to disclose the amounts of employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of this standard on our Consolidated Financial Statements and the related footnote disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software. This standard eliminates the prescriptive “project stage” model in ASC 350-40, clarifies the threshold for when entities begin capitalizing software development costs, and requires that disclosure requirements under ASC 360, Property, Plant, and Equipment – Overall, also apply to capitalized software costs regardless of presentation. ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively, retrospectively, or under a modified transition approach. The Company is currently evaluating the impact of this guidance but does not expect its adoption to have a material effect on the Consolidated Financial Statements or related footnote disclosures.
2. Business Combinations
Houston Warehouse Acquisition
On March 17, 2025, the Company completed the acquisition of one temperature-controlled storage facility, and the related operations, located in Baytown, TX (the “Houston acquisition”), for total cash consideration of $108.4 million. The preliminary fair values of the assets acquired related to the consideration transferred primarily included $70.7 million of property, buildings and equipment and $38.5 million of goodwill, all allocated to the Warehouse segment. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including additional storage capacity that enabled the efficient transfer of customer product from an existing facility to this newly acquired site. This transfer optimizes the use of the original location and created the space to support a new fixed commitment retail contract. The goodwill associated with the acquisition is fully deductible for federal income tax purposes.
14
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
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:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024(1) | 2025 | 2024(1) | ||||||||||||||||||||
| Acquisition, cyber incident, and other, net | (In thousands) | ||||||||||||||||||||||
| Project Orion expenses | $ | $ | $ | $ | |||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Closed site costs, excluding severance | ( | ||||||||||||||||||||||
| Severance costs | |||||||||||||||||||||||
| Cyber incident related costs, net of insurance recoveries | ( | ||||||||||||||||||||||
| Acquisition and integration related costs | |||||||||||||||||||||||
| Total acquisition, cyber incident, and other, net | $ | $ | $ | $ | |||||||||||||||||||
Project Orion expenses represent the non-capitalizable portion of our Project Orion costs. 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 30, 2024. Refer to Note 1 - General to these Condensed Consolidated Financial Statements for further details.
Other, net includes non-routine stock compensation expense associated with certain employee awards, costs and settlements related to litigation, certain software implementation expenses and professional and consulting fees for strategic projects.
Closed site costs include expenses incurred to wind down operations at closed or sold facilities within our warehouse and transportation related operations. Such costs include lease termination fees, fixed operating costs, asset retirement obligations, and other exit-related expenses. These amounts do not include any reduction in workforce or other severance costs related to the exit of these operations as those expenses are included within Severance costs as described below.
Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives (excluding charges in the normal course of retirement), reorganizations, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies and reduction in workforce costs associated with exiting or selling non-strategic warehouses or businesses.
Cyber incident related costs, net of insurance recoveries, represents incremental legal and other costs associated with cybersecurity incidents that occurred in November 2020 and April 2023, net of the receipt of business interruption insurance proceeds. For further information regarding these cyber incidents, refer to our 2024 Annual Report on Form 10-K.
Acquisition and integration related costs include costs associated with business acquisitions, including insignificant transaction related costs associated with the Houston acquisition, which is further described in Note 2 - Business Combinations to these Condensed Consolidated Financial Statements, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees. We also include
15
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
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.
4. Debt
The following table reflects a summary of our outstanding indebtedness, at carrying amount, as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Senior Unsecured Notes | $ | $ | |||||||||
| Senior Unsecured Term Loans | |||||||||||
| Senior Unsecured Revolving Credit Facility | |||||||||||
| Total principal amount of indebtedness | |||||||||||
Less: unamortized deferred financing costs | ( | ( | |||||||||
Total indebtedness, net of deferred financing costs | $ | $ | |||||||||
On April 3, 2025, pursuant to the Registration Statement further described in Note 1 - General to these Condensed Consolidated Financial Statements, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s Public 5.600% Notes due May 15, 2032. The Public 5.600% Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations, and certain subsidiaries of the Operating Partnership. The Public 5.600% Notes bear interest at a rate of 5.600 % per year, and interest is payable semi-annually on May 15 and November 15 of each year, with the first payment occurring on November 15, 2025. The proceeds from the issuance of the Public 5.600% Notes were used to repay a portion of borrowings previously outstanding.
In connection with the Public 5.600 % Notes issuance in April 2025, we executed three treasury lock hedge transactions in March of 2025 to hedge the risk-free treasury yield component of the overall rate ultimately assigned to the $400.0 million public debt offering. The treasury locks were tied to $300.0 million of the principal and secured a treasury yield range of 4.0957 % to 4.0985 %. The transactions settled on March 25, 2025, when the notes were priced, and included proceeds of $1.3 million, which were recognized as a gain within "Accumulated other comprehensive loss" on the Condensed Consolidated Balance Sheets. These amounts are amortized on a straight-line basis as a decrease to “Interest expense” over the term of the Public 5.600% Notes, beginning in April 2025.
In connection with the issuance of the Public 5.600 % Notes, we incurred approximately $4.2 million of debt issuance costs. Additionally, the notes were priced at 99.862 % of the principal amount which resulted in a discount amount of $0.6 million. The total of debt issuance costs incurred, including the discount, was approximately $4.8 million. The unamortized balance of the debt issuance costs and discount are included in “Senior unsecured notes and term loans - net of deferred financing costs” on the Condensed Consolidated Balance Sheets and totaled $4.5 million as of September 30, 2025. These costs are amortized to “Interest expense” over the term of the Public 5.600% Notes, beginning in April 2025, using the effective interest method.
The Public 5.600 % Notes may be redeemed at the option of the Company. Prior to March 15, 2032, the Public 5.600 % Notes may be redeemed at our option, in whole or in part, at any time and from time to time, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of (i) 100% of the principal amount of the Public 5.600 % Notes being redeemed, or (ii) a make-whole premium calculated in
16
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
accordance with the indenture, plus, in either case, unpaid interest accrued thereon to, but excluding the redemption date. On or after March 15, 2032, the Public 5.600 % Notes may be redeemed at our option, in whole or in part, at any time and from time to time, at a redemption price in cash equal to 100% of the principal amount of the Public 5.600% Notes to be redeemed, plus any unpaid interest accrued thereon to, but excluding, the redemption date.
The Public 5.600% Notes require that we maintain at all times a minimum maintenance of total unencumbered assets value of not less than 150 % of the aggregate principal amount of all outstanding unsecured debt of the Company, the Operating Partnership and their respective subsidiaries on a consolidated basis. The Public 5.600% Notes also contain certain financial covenants required on a quarterly or occurrence basis, as defined in the offering prospectus, including:
•a maximum total indebtedness to total assets ratio of less than 0.60 to 1.00 ;
•a maximum total secured indebtedness to total assets ratio of less than 0.40 to 1.00 ; and
•a minimum interest coverage ratio of not less than 1.50 to 1.00 .
The indenture governing the Public 5.600% Notes contains additional covenants customary for similar offerings, including, without limitation, that any subsidiary which becomes a co-borrower, guarantor or otherwise becomes obligated under our Senior Unsecured Term Loans or Senior Unsecured Revolving Credit Facility must also fully and unconditionally guarantee the Public 5.600% Notes.
The following table provides additional details of our Senior Unsecured Notes as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| Stated Maturity Date | Contractual Interest Rate | Borrowing Currency | Carrying Amount (USD) | Borrowing Currency | Carrying Amount (USD) | ||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||
Private Series A Notes | 01/2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
Private Series B Notes | 01/2029 | $ | $ | ||||||||||||||||||||||||||||||||
Private Series C Notes | 01/2030 | $ | $ | ||||||||||||||||||||||||||||||||
Private Series D Notes | 01/2031 | € | € | ||||||||||||||||||||||||||||||||
Private Series E Notes | 01/2033 | € | € | ||||||||||||||||||||||||||||||||
Public | 05/2032 | $ | $ | ||||||||||||||||||||||||||||||||
Public | 09/2034 | $ | $ | ||||||||||||||||||||||||||||||||
Total Senior Unsecured Notes | $ | $ | |||||||||||||||||||||||||||||||||
The following table provides additional details of our Senior Unsecured Term Loans as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
Stated Maturity Date(1) | Contractual Interest Rate(2) | Borrowing Currency | Carrying Amount (USD) | Contractual Interest Rate(2) | Borrowing Currency | Carrying Amount (USD) | |||||||||||||||||||||||||||||||||||
| (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||||||||
| Tranche A-1 | 08/2026 | SOFR + | $ | $ | SOFR + | $ | $ | ||||||||||||||||||||||||||||||||||
| Tranche A-2 | 01/2028 | CORRA + | C$ | CORRA + | C$ | ||||||||||||||||||||||||||||||||||||
| Delayed Draw Tranche A-3 | 01/2028 | SOFR + | $ | SOFR + | $ | ||||||||||||||||||||||||||||||||||||
Total Senior Unsecured Term Loans | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1)The terms of the debt agreement for Tranche A-1 include an option for two twelve-month extensions past the original contractual maturity date in August of 2025. In June 2025, the Company exercised the first twelve-month extension, which extended the maturity date to August of 2026. The Company retains the right to exercise the second twelve-month extension to extend the maturity date to August of 2027.
(2)SOFR = adjusted one-month SOFR (which includes an adjustment of 0.10 %), CORRA = adjusted daily CORRA (which includes an adjustment of 0.30 %). Refer to Note 5 - Derivative Financial Instruments for details of the related interest rate swaps.
17
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table provides additional details of our Senior Unsecured Revolving Credit Facility as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
Contractual Interest Rate (1) | Borrowing Currency | Carrying Amount (USD) | Contractual Interest Rate(1) | Borrowing Currency | Carrying Amount (USD) | |||||||||||||||||||||||||||||||||
| Denomination of Draw | (In thousands, except percentages) | |||||||||||||||||||||||||||||||||||||
| U.S. dollar | SOFR + | $ | $ | SOFR + | $ | $ | ||||||||||||||||||||||||||||||||
| Australian dollar | BBSW + | A$ | BBSW + | A$ | ||||||||||||||||||||||||||||||||||
| Canadian dollar | CORRA + | C$ | CORRA + | C$ | ||||||||||||||||||||||||||||||||||
| Euro | EURIBOR + | € | EURIBOR + | € | ||||||||||||||||||||||||||||||||||
| New Zealand dollar | BKBM + | NZ$ | BKBM + | NZ$ | ||||||||||||||||||||||||||||||||||
Total Senior Unsecured Revolving Credit Facility(2) | $ | $ | ||||||||||||||||||||||||||||||||||||
(1)SOFR = adjusted daily SOFR (which includes an adjustment of 0.10 %), BBSW = one-month Bank Bill Swap Rate, CORRA = adjusted daily CORRA (which includes an adjustment of 0.30 %), EURIBOR = one-month Euro Interbank Offered Rate, BKBM = one-month Bank Bill Reference Rate.
(2)The Senior Unsecured Revolving Credit Facility matures in August of 2026; however, the terms of the debt agreement include an option for two six-month extensions past the contractual maturity date.
Refer to Note 9 - Debt to the Consolidated Financial Statements in the Company’s 2024 Annual Report on Form 10-K as filed with the SEC for further details of our outstanding indebtedness.
5. Derivative Financial Instruments
Designated Non-derivative Financial Instruments
As of September 30, 2025, the Company designated A$207.5 million and €820.5 million of debt and accrued interest as a hedge of its net investment in the respective international subsidiaries. As of December 31, 2024, the Company designated A$197.0 million and €820.5 million of debt and accrued interest as a hedge of its net investment in the respective international subsidiaries. The remeasurement of these instruments is recorded in “Unrealized net (loss) gain on foreign currency” on the accompanying Condensed Consolidated Statements of Comprehensive Loss.
During the three months ended June 30, 2024, 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
Derivative Financial Instruments
The Company is subject to volatility in interest rates due to its 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
18
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
an exchange of the underlying notional amount. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in interest rates.
The following table includes the key provisions of the Company’s interest rate swap agreements as of September 30, 2025 and December 31, 2024:
| Notional | Fixed Base Interest Rate Swap | Effective Date | Expiration Date | Asset Fair Value as of September 30, 2025 | Liability Fair Value as of September 30, 2025 | |||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
$ | 12/29/2023 | 7/30/2027 | $ | $ | ||||||||||||||||||||||||||||
$ | 11/30/2022 | 7/30/2027 | ||||||||||||||||||||||||||||||
$ | 11/01/2022 | 12/31/2027 | ||||||||||||||||||||||||||||||
C$ | 9/23/2022 | 12/31/2027 | ||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
| Notional | Fixed Base Interest Rate Swap | Effective Date | Expiration Date | Asset Fair Value as of December 31, 2024 | Liability Fair Value as of December 31, 2024 | |||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||
$ | 12/29/2023 | 7/30/2027 | $ | $ | ||||||||||||||||||||||||||||
$ | 11/30/2022 | 7/30/2027 | ||||||||||||||||||||||||||||||
$ | 11/01/2022 | 12/31/2027 | ||||||||||||||||||||||||||||||
C$ | 9/23/2022 | 12/31/2027 | ||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||
The Company is also subject to volatility in foreign exchange rates due to its foreign-currency denominated intercompany loans to certain international subsidiaries. To manage this risk, the Company periodically enters into cross-currency swap agreements. These agreements involve the receipt of fixed USD amounts in exchange for payment of fixed foreign currency amounts over the life of the intercompany loan. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in foreign exchange rates. At September 30, 2025 and December 31, 2024, the Company’s outstanding intercompany loan balance with its Australian subsidiary of A$153.5
In connection with the issuance of the Public 5.600% Notes in April 2025, the Company executed three treasury lock hedge transactions (“treasury locks”) in March 2025 to hedge the risk-free treasury yield component of the overall rate ultimately assigned to the $400.0 million issuance. Further details of both the public debt offering and related treasury locks are described in Note 4 - Debt to these Condensed Consolidated Financial Statements.
As described in Note 1 - General, in March 2025, in connection with the sale of the SuperFrio joint venture which occurred on April 30, 2025, the Company entered into a foreign currency forward contract designated as a net investment hedge of our net investment in our Brazilian subsidiary. The purpose of the hedge contract was to guarantee the repatriation of $27.0 million amidst any foreign currency fluctuation during the holding period that the Brazilian Real were held by our Brazilian subsidiary. The hedge contract net settled in July of 2025 requiring the Company to pay $1.5 million to the hedge counterparty, which resulted in net proceeds repatriated to the U.S. of $27.0 million.
19
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
There have been no significant changes to our policy or strategy related to derivative financial instruments from that disclosed in our 2024 Annual Report on Form 10-K.
The Company determines the fair value of its derivative instruments using a present value calculation with significant observable inputs classified as Level 2 of the fair value hierarchy. Derivative asset balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Other assets” and derivative liability balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Accounts payable and accrued expenses”.
The following table presents the fair value of the Company’s designated derivative financial instruments as of September 30, 2025 and December 31, 2024:
| Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||
| September 30, 2025 | December 31, 2024 | September 30, 2025 | December 31, 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Designated derivatives | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
For derivatives designated and that qualify as cash flow hedges, the gain or loss on the derivative instrument is recorded as “Unrealized net loss on cash flow hedges” on the accompanying Condensed Consolidated Statements of Comprehensive Loss and subsequently reclassified in the period(s) during which the hedged transaction affects earnings within the same income statement and related cash flow line items as the earnings effect of the hedged transaction. During the next twelve months, the Company estimates that an additional $1.2 million (inclusive of the treasury locks) will be reclassified as a decrease to “Interest expense”.
The following tables present the effect of the Company’s designated derivative financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024, including the impacts to Accumulated other comprehensive loss (“AOCI”):
Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
Interest rate swaps | $ | $ | ( | $ | ( | $ | |||||||||||||||||
Treasury locks | |||||||||||||||||||||||
Foreign currency exchange forwards | ( | ||||||||||||||||||||||
Cross-currency swap | ( | ( | ( | ( | |||||||||||||||||||
Total designated derivative financial instruments | $ | $ | ( | $ | ( | $ | |||||||||||||||||
20
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Location of Gain or (Loss) Reclassified from AOCI into Earnings | Amount of Gain or (Loss) to Earnings from AOCI Reclassifications | |||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
Interest rate swaps | Interest expense | $ | $ | $ | $ | |||||||||||||||||||||
Interest rate swaps | Loss on debt extinguishment and termination of derivative instruments(1) | ( | ( | |||||||||||||||||||||||
Treasury locks | Interest expense | |||||||||||||||||||||||||
Foreign currency exchange forwards | Foreign currency exchange loss, net | ( | ( | |||||||||||||||||||||||
Cross-currency swap | Foreign currency exchange loss, net | ( | ( | ( | ( | |||||||||||||||||||||
Cross-currency swap | Interest expense | |||||||||||||||||||||||||
Total designated derivative financial instruments | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
(1)In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in Accumulated other comprehensive loss that were reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. During the three and nine months ended September 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 was amortized to “Loss on debt extinguishment and termination of derivative instruments” through August 2024.
The Company’s derivatives are subject to master netting agreements. The impacts from offsetting were immaterial as of September 30, 2025 and there were no impacts from offsetting as of December 31, 2024.
As of September 30, 2025 and December 31, 2024, 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 September 30, 2025 and December 31, 2024, the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term maturities of the instruments.
The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments. The Company’s assets and liabilities recorded at fair value on a non-recurring basis include long-lived assets when events or changes in circumstances indicate that the carrying amounts may not be recoverable.
The Company’s assets and liabilities measured or disclosed at fair value are as follows:
21
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Fair Value | |||||||||||||||||
| Fair Value Hierarchy | September 30, 2025 | December 31, 2024 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Measured at fair value on a recurring basis: | |||||||||||||||||
| Interest rate swap assets | Level 2 | $ | $ | ||||||||||||||
| Interest rate swap liabilities | Level 2 | $ | $ | ||||||||||||||
| Level 2 | $ | $ | |||||||||||||||
| Measured at fair value on a non-recurring basis: | |||||||||||||||||
| Certain previously impaired real estate assets | Level 3 | $ | $ | ||||||||||||||
| Disclosed at fair value: | |||||||||||||||||
Public | Level 2 | $ | $ | ||||||||||||||
Public | Level 2 | $ | $ | ||||||||||||||
Senior Unsecured Notes (excluding Public | Level 3 | $ | $ | ||||||||||||||
(1)The carrying value of the Senior Unsecured Notes, Senior Unsecured Term Loans, and Senior Unsecured Revolving Credit Facility is disclosed in Note 4 - Debt to these Condensed Consolidated Financial Statements.
7. Income Taxes
The Company’s effective tax rate for the three and nine months ended September 30, 2025 and 2024 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 nine months ended September 30, 2025 and 2024, 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 was effective starting in the Company's 2024 calendar year. The Company concluded that the legislation does not have a material impact on the Company’s income tax expense.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA makes permanent certain key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740 - Income Taxes, requires the tax effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted. Those effects, both current tax and deferred tax, are reported as part of continuing operations. Since the legislation was signed into law during the three months ended September 30, 2025, the estimates are included in our operating results for the three and nine months ended September 30, 2025. The legislation did not have a material impact on our income tax expense for the third quarter 2025, and we don’t expect it to materially change our effective income tax rate for 2025.
22
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
8. Commitments and Contingencies
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 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 September 30, 2025 and December 31, 2024 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 September 30, 2025 and December 31, 2024.
Occupational Safety and Health Act (“OSHA”)
The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide associates 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 associates
23
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
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 liabilities exist as of September 30, 2025 and December 31, 2024. Future changes in applicable environmental laws or regulations, or in the interpretation of such laws and regulations, could negatively impact the Company.
9. Accumulated Other Comprehensive Loss
The Company reports activity in Accumulated other comprehensive loss (“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 nine months ended September 30, 2025 and 2024 is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Opening balance - accumulated other comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Pension and other postretirement benefits: | |||||||||||||||||||||||
| Balance at beginning of period, net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Loss arising during period | ( | ( | ( | ( | |||||||||||||||||||
| Net loss on pension and other postretirement benefit | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period, net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency: | |||||||||||||||||||||||
| Balance at beginning of period, net of tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Cumulative translation adjustment | ( | ||||||||||||||||||||||
Non-derivative net investment hedges(1) | ( | ( | ( | ||||||||||||||||||||
Derivative net investment hedge(1) | ( | ||||||||||||||||||||||
Reclassification of derivative net investment hedge to earnings(1) | |||||||||||||||||||||||
| Reclassification of accumulated CTA on SuperFrio sale proceeds | ( | ( | |||||||||||||||||||||
| Reclassification of CTA to earnings upon sale of partially owned entity | |||||||||||||||||||||||
| Net (loss) gain on foreign currency translation | ( | ( | ( | ||||||||||||||||||||
| Balance at end of period, net of tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Designated derivatives: | |||||||||||||||||||||||
| Balance at beginning of period, net of tax | $ | $ | $ | $ | |||||||||||||||||||
Cash flow hedge derivatives(1) | ( | ( | |||||||||||||||||||||
Net amount reclassified from AOCI to earnings(1) | ( | ( | ( | ||||||||||||||||||||
| Net loss on designated derivatives | ( | ( | ( | ( | |||||||||||||||||||
| Balance at end of period, net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Closing balance - accumulated other comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
24
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
10. Segment Information
Our operating segments are aggregated into three reportable segments: Warehouse, Transportation, and Third-party managed.
•Warehouse. Our core business is our warehouse segment, where we provide temperature-controlled warehouse storage and related handling and other warehouse services. We collect rent and storage fees to store customer’s frozen and perishable food and other products. Our handling services optimize our customer’s product movement through the cold chain, including placement, case-picking, blast freezing, e-commerce fulfillment, and other recurring handling services.
Significant warehouse segment expenses include labor, power, other facilities costs, and other service costs.
Labor - Labor, the most significant part of warehouse expenses, covers wages, benefits, workers' compensation.
Power - The cost of power, also a significant cost of operations, fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required.
Other Facilities Costs - Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating lease rent charges, security, and other related facilities costs.
Other Services Costs - Other services costs include equipment costs, warehouse consumables (e.g. shrink-wrap), employee protective equipment, warehouse administration and other related services costs.
•Transportation. In our transportation segment, we broker, manage or operate transportation of frozen and perishable food and other products for our customers. Our services include consolidation (i.e., combining products for efficient shipment), freight under management services (i.e., arranging and overseeing transportation of customer inventory) and dedicated transportation, each designed to improve efficiency and reduce transportation and logistics costs to our customers.
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. Under our third-party managed segment, we manage warehouses on behalf of third parties and provide warehouse management services to leading food manufacturers and retailers in their owned facilities.
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 warehouse costs of operations.
The accounting policies used in the preparation of our reportable segments financial information are the same as those used in the preparation of our Condensed Consolidated Financial Statements. Our chief operating decision maker is our Chief Executive Officer, who uses segment contribution to evaluate segment performance and to allocate resources.
25
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Segment contribution metrics help investors understand revenues, costs, and earnings among service types. Segment contribution is calculated as earnings before interest expense, taxes, depreciation and amortization, and excluding corporate Selling, general, and administrative expense; Acquisition, cyber incident, and other, net; Impairment of long-lived assets; Net loss (gain) from 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 and to allocate resources. Segment contribution is not a measurement of financial performance under U.S. GAAP and should not be considered an alternative to operating income. The Company has not disclosed assets by reportable segments, as asset information is not used by our chief operating decision maker to facilitate resource allocations.
26
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table presents segment revenues, significant segment expenses and segment contribution with a reconciliation to Loss before income taxes for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Segment revenues: | |||||||||||||||||||||||
| Warehouse | $ | $ | $ | $ | |||||||||||||||||||
| Transportation | |||||||||||||||||||||||
| Third-party managed | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Significant Segment Expenses: | |||||||||||||||||||||||
| Warehouse: | |||||||||||||||||||||||
| Power | |||||||||||||||||||||||
| Other facilities costs | |||||||||||||||||||||||
| Labor | |||||||||||||||||||||||
| Other services costs | |||||||||||||||||||||||
| Total Warehouse Cost of Operations | |||||||||||||||||||||||
| Transportation services cost of operations | |||||||||||||||||||||||
| Third-party managed services cost of operations | |||||||||||||||||||||||
| Total segment expenses | $ | $ | $ | $ | |||||||||||||||||||
| Segment contribution: | |||||||||||||||||||||||
| Warehouse | |||||||||||||||||||||||
| Transportation | |||||||||||||||||||||||
| Third-party managed | |||||||||||||||||||||||
| Total segment contribution | |||||||||||||||||||||||
| Depreciation and amortization expense | ( | ( | ( | ( | |||||||||||||||||||
| Selling, general, and administrative expense | ( | ( | ( | ( | |||||||||||||||||||
| Acquisition, cyber incident, and other, net | ( | ( | ( | ( | |||||||||||||||||||
| Impairment of long-lived assets | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) gain from sale of real estate | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Loss on debt extinguishment and termination of derivative instruments | ( | ( | |||||||||||||||||||||
| Loss from investments in partially owned entities | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Loss before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
27
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
11. Loss per Common Share
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 common stock outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings/loss per common share because it distributes non-forfeitable dividend equivalents on restricted stock units and Operating Partnership units granted to certain associates and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and Operating Partnership units are unvested.
A reconciliation of the basic and diluted weighted-average common stock outstanding for the three and nine months ended September 30, 2025 and 2024 is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Weighted average common stock outstanding – basic | |||||||||||||||||||||||
| Dilutive effect of stock-based awards | |||||||||||||||||||||||
| Weighted average common stock outstanding – diluted | |||||||||||||||||||||||
For the three and nine months ended September 30, 2025 and 2024, potential common stock under the treasury stock method and the if-converted method were antidilutive because the Company reported 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 respective periods.
The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024(1) | 2025 | 2024(1) | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Employee stock options | |||||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| OP units | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
28
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
12. Revenue from Contracts with Customers
Disaggregated Revenues
The following tables represent a disaggregation of revenues from contracts with customers for the three and nine month ended September 30, 2025 and 2024 by segment and geographic region:
| Three Months Ended September 30, 2025 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
| (In thousands) | |||||||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services | |||||||||||||||||
Transportation | |||||||||||||||||
Third-party managed | |||||||||||||||||
Total revenues (1) | |||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | ||||||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
| (In thousands) | |||||||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services | |||||||||||||||||
Transportation | |||||||||||||||||
Third-party managed | |||||||||||||||||
Total revenues (1) | |||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | ||||||||||||
(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.
| Nine Months Ended September 30, 2025 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
| (In thousands) | |||||||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services | |||||||||||||||||
Transportation | |||||||||||||||||
Third-party managed | |||||||||||||||||
Total revenues (1) | |||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | ||||||||||||
29
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Nine Months Ended September 30, 2024 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
| (In thousands) | |||||||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services | |||||||||||||||||
Transportation | |||||||||||||||||
Third-party managed | |||||||||||||||||
Total revenues (1) | |||||||||||||||||
Total revenues | $ | $ | $ | $ | $ | ||||||||||||
(1)Revenues are within the scope of ASC 606: Revenue from Contracts with Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.
(2)Revenues are within the scope of ASC 842: Leases.
Performance Obligations
Substantially all of our revenues for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts are recognized over time as the customer benefits equally throughout the period until the contractual term expires. Typically, revenues are recognized over time using an output measure (e.g. passage of time). Revenues are 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 September 30, 2025, 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 7 % of these remaining performance obligations as revenue in 2025, and the remaining 93 % to be recognized over a weighted average period of 15.6 years through 2042.
Contract Balances
The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenues (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
30
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
reporting period. Changes in the contract asset and liability balances during the three and nine months ended September 30, 2025, were not materially impacted by any other factors.
Receivable balances related to contracts with customers accounted for under ASC 606 were $361.8 million and $381.0 million as of September 30, 2025 and December 31, 2024, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842.
Balances in unearned revenues related to contracts with customers were $23.3 million and $22.0 million as of September 30, 2025 and December 31, 2024, respectively. Substantially all revenues that were included in the contract liability balances at the beginning of 2025 have been recognized as of September 30, 2025, and represent revenues from the satisfaction of monthly storage and handling services with average customer inventory turns of approximately 30 days.
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 the 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, but are not limited to, those identified below and those described in Part I of this report under "Cautionary Statement Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q and "Risk Factors” in our 2024 Annual Report on Form 10-K.
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. As of September 30, 2025, we operated 235 warehouses globally, totaling approximately 1.4 billion cubic feet, with 191 warehouses in North America, 24 in Europe, 18 warehouses in Asia-Pacific, and 2 warehouses in South America.
Our business includes three primary business segments: Warehouse, Transportation, and Third-party managed. As of September 30, 2025, we have a minority interest in one joint venture: RSA Cold Holdings Limited (the “RSA joint venture”), which 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 and will allow us to acquire new talent and strengthen our service offerings.
31
Additionally, as part of our initiatives to streamline our business processes and to reduce our cost structure, we are continuously evaluating whether to exit less strategic and profitable markets and 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 continue to invest 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 rain water harvesting and energy management practices, as well as 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.
Key Factors Affecting Our Business and Financial Results
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 (“IT”) applications and infrastructure rationalization, reduced associate turnover, working capital efficiency and reduced IT maintenance capital expenditures. The activities associated with Project Orion are expected to be substantially complete, with the exception of the implementation in Europe, within three years from the project’s start date. Since inception, the Company has incurred $212.5 million of implementation costs related to Project Orion, including expenses reported in “Acquisition, cyber incident, and other, net” on the Condensed Consolidated Statements of Operations and costs deferred in “Other assets” on the Condensed Consolidated Balance Sheets. The unamortized balance of the Project Orion deferred costs were $82.9 million and $80.5 million as of September 30, 2025 and December 31, 2024, respectively.
During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion in North America and Asia Pacific. 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 the implementation of Project Orion related systems and 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 Project Orion related systems and software associated with the first phase of Project Orion to be ten years and is amortizing the costs associated with such implementation on a straight-line basis over such period. The amortization expense recognized during the three
32
and nine months ended September 30, 2025 related to the Project Orion phase one implementation was $6.1 million and $13.0 million, respectively. The amortization expense recognized during the three and nine months ended September 30, 2024 related to the Project Orion phase one implementation was $1.8 million and $2.4 million, respectively.
For further information regarding Project Orion, refer to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K as filed with the SEC.
Houston Warehouse Acquisition
On March 17, 2025, the Company completed the acquisition of one temperature-controlled storage facility, and the related operations, located in Baytown, TX (the “Houston acquisition”), for total cash consideration of $108.4 million. The acquisition has been accounted for as a business combination. Refer to Note 2 - Business Combinations of the Condensed Consolidated Financial Statements herein for further details of this transaction.
Sale of SuperFrio Joint Venture
On April 30, 2025, the Company completed the sale of its 14.99% equity interest in the SuperFrio joint venture to a third party for the Brazilian Real US dollar equivalent of $27.5 million. This sale resulted in the recognition of a net $2.4 million gain for the nine months ended September 30, 2025, which was recognized within “Other, net” on the Condensed Consolidated Statements of Operations. The gain is net of a $2.4 million loss related to the reclassification of foreign currency translation adjustments previously recorded in “Accumulated other comprehensive loss”. As the proceeds associated with this transaction were required to be held by our Brazilian subsidiary until July of 2025, the Company entered into a foreign currency forward contract designated as a net investment hedge of our net investment in our Brazilian subsidiary. The purpose of the hedge contract was to guarantee the repatriation of $27.0 million amidst any foreign currency fluctuation during the holding period that the Brazilian Real were held by our Brazilian subsidiary. The hedge contract net settled in July of 2025 requiring the Company to pay $1.5 million to the hedge counterparty, which resulted in net proceeds repatriated to the U.S. of $27.0 million. The total cash outflow of $1.5 million paid to the hedge counterparty is included within “Payment for foreign currency exchange forwards settlement” on the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025.
Gain From Sale of Real Estate Assets
The Company continues to proactively optimize its real estate portfolio by actively marketing and selling idle or non-accretive facilities. During the nine months ended September 30, 2025, the Company finalized the sale of four facilities for total proceeds of $24.4M and a total gain of $11.6M which is recognized within “Net loss (gain) from sale of real estate” on the Condensed Consolidated Statements of Operations.
Loss on Debt Extinguishment
During the nine months ended September 30, 2024, the Company purchased eleven facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations for total consideration of $191.0 million. Total cash outflows related to these purchases are included within “Termination of sale-leaseback financing obligations” on the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024.
33
These purchases resulted in the recognition of a $115.1 million loss for the nine months ended September 30, 2024, recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statements of Operations included herein.
Significant Risks and Uncertainties
Seasonality
We specialize in providing services to businesses within the food industry whose businesses are often seasonal or cyclical. In a typical year, the first and second quarter segment contributions, as defined below, are relatively consistent. On a portfolio-wide basis, physical occupancy rates are generally the lowest during May and June and typically increase gradually thereafter, due to annual harvests and our customers’ historic 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.
While these are the seasonal trends we would generally expect, in the current year we have not experienced the same typical patterns. 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.
Financial Trends and Uncertainties
Management believes that recent and future operating results may continue to be impacted by broader macroeconomic conditions, including consumer spending conservatism, persistent inflationary pressures, tariff-related uncertainty, and reductions in government-sponsored benefits. These factors have collectively influenced purchasing behavior, which in turn affect our customers’ production volumes and the corresponding demand for our temperature-controlled storage and handling services. The cold storage industry has also experienced increased speculative capacity, particularly in key distribution markets, which has increased competition. Management believes these trends are reasonably likely to continue to impact future results; however, despite these headwinds, we remain focused on disciplined cost control, delivering high-quality customer service, and investing in areas of the business that offer the greatest long-term value.
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.
34
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.
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, corporate-level Selling, general, and administrative; corporate-level Acquisition, cyber incident, and other, net, Impairment of long-lived assets, Net loss (gain) from sale of real estate, and all components of Other (expense) income.
•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.
•Transportation segment contribution NOI is calculated as transportation segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expenses, corporate-level Acquisition, cyber incident, and other, net, Impairment of long-lived assets, Net loss (gain) from sale of real estate and all components of Other (expense) income.
•Third-Party Managed contribution NOI is calculated as third-party managed segment revenues less its cost of operations excluding any Depreciation and amortization, corporate-level Selling, general, and administrative expenses, corporate-level Acquisition, cyber incident, and other, net, Impairment of long-lived assets, Net loss (gain) from sale of real estate and all components of Other (expense) income.
•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 revenues, 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.
35
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, expansion, or significant modification (e.g., 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, 2024) 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 are being exited (e.g. non-renewal of warehouse lease or held for sale to third parties), were sold, or entered development subsequent to the beginning of the current calendar year. Changes in ownership structure (e.g., purchase of a previously leased warehouse) does not result in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations. Additionally, management classifies new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year.
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 September 30, 2025. The non-same store count in the table below includes the impact of sites sold or otherwise disposed during the period presented.
Warehouse site count | As of September 30, 2025 | |||||||||||||
Total Warehouses | 235 | |||||||||||||
Same Store Warehouses | 223 | |||||||||||||
Non-Same Store Warehouses (1) | 9 | |||||||||||||
| Third-Party Managed Warehouses | 3 | |||||||||||||
(1) As of September 30, 2025, the non-same store facility count consists of: 4 sites that are in the recently completed expansion and development phase, 3 facilities where the executive leadership team has approved exits in the current year (2 of which are leased facilities and 1 of which is an owned facility and the Company is in pursuit to sell), 1 facility that we purchased in 2025, and 1 recently leased warehouse in Australia. As of September 30, 2025, there are 4 sites in the development and expansion phase that will be added to the non-same store pool when operations commence.
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
36
results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.
Physical Occupancy of our Warehouses
We define average physical occupied pallets as the average number of physically occupied pallet positions in our warehouses for the applicable period.
Physical occupancy percentage is calculated by dividing the average number of physically occupied pallets by the estimated average of total physical pallet positions in our warehouses, regardless of whether they are occupied, for the applicable period.
We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.
Economic Occupancy of our Warehouses
We define average economic occupied pallets as the sum of the average number of physically occupied pallets and otherwise contractually committed pallets for a given period, without duplication.
Economic occupancy percentage is calculated by dividing the average economic occupied pallets by the estimated average of total physical pallet positions in our warehouses, regardless of whether they are occupied, for the applicable period.
Economic occupancy is a key driver of our financial results as it 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 our warehouse services revenues. Throughput refers to the volume of pallets entering and exiting our warehouses, with higher levels of throughput driving warehouse services revenues. 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, consumer demand, labor availability, supply chain dynamics and consumer preferences, which all impact throughput.
Constant Currency Metrics
Our consolidated revenues and expenses are subject to variations outside our control that are caused by the net effect of foreign currency translation on revenues generated and expenses incurred by our operations outside the United States. As a result, in order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we analyze our business performance based on certain constant currency reporting that represents current period results translated into U.S. dollars at the relevant
37
average foreign exchange rates applicable in the comparable prior period. We believe that the presentation of constant currency results provides a measurement of our ongoing operations that is meaningful to investors because it excludes the impact of these foreign currency movements that we cannot control.
Constant currency results are not measurements of financial performance under U.S. GAAP, and our constant currency results 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.
Components of Our Results of Operations
Warehouse
Rent, storage, and warehouse services revenues. Our primary source of revenues is 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 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, 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), associate protective equipment, warehouse administration and other related services costs.
Transportation
Transportation services revenues are 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.
38
Third-Party Managed
Third-party managed services revenues. 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.
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 (including amortization expenses associated with the implementation of Project Orion), 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, severance, terminated site operations costs, non-routine stock compensation expense associated with certain employee awards, and cyber incident related costs, net of insurance recoveries. It also includes certain software implementation costs, and professional and consulting fees for strategic projects (including Project Orion). These costs are not representative of our normal course of operations.
Impairment of long-lived assets represents the impairment of certain long-lived assets whose values are considered unrecoverable.
Net loss (gain) from sale of real estate represents gains or losses recognized from the sale of Company owned real estate.
Interest expense is associated with interest charged on unsecured revolving credit facilities, term loans, and notes.
Loss on debt extinguishment 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.
Other, net primarily includes foreign currency remeasurement, interest income, gains and losses on other asset disposals, certain legal settlements, and other miscellaneous transactions.
39
Results of Operations
Comparison of Results for the Three Months Ended September 30, 2025 and 2024
Warehouse Segment
The following table presents revenues, contribution (NOI), margins, and certain operating metrics for our global warehouse segment for the three months ended September 30, 2025 and 2024.
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2025 Actual | 2025 Constant Currency(1) | 2024 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| (Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
| Global Warehouse revenues: | |||||||||||||||||||||||||||||
| Rent and storage | $ | 261,155 | $ | 261,561 | $ | 262,524 | (0.5) | % | (0.4) | % | |||||||||||||||||||
| Warehouse services | 345,859 | 345,821 | 349,657 | (1.1) | % | (1.1) | % | ||||||||||||||||||||||
Total revenues | $ | 607,014 | $ | 607,382 | $ | 612,181 | (0.8) | % | (0.8) | % | |||||||||||||||||||
| Global Warehouse cost of operations: | |||||||||||||||||||||||||||||
| Power | 42,439 | 42,379 | 41,767 | 1.6 | % | 1.5 | % | ||||||||||||||||||||||
Other facilities costs(2) | 60,421 | 60,533 | 67,211 | (10.1) | % | (9.9) | % | ||||||||||||||||||||||
| Labor | 253,985 | 254,226 | 253,258 | 0.3 | % | 0.4 | % | ||||||||||||||||||||||
Other services costs(3) | 55,186 | 55,065 | 51,321 | 7.5 | % | 7.3 | % | ||||||||||||||||||||||
Total warehouse segment cost of operations | $ | 412,031 | $ | 412,203 | $ | 413,557 | (0.4) | % | (0.3) | % | |||||||||||||||||||
| Global Warehouse contribution (NOI) | $ | 194,983 | $ | 195,179 | $ | 198,624 | (1.8) | % | (1.7) | % | |||||||||||||||||||
Rent and storage contribution (NOI) | $ | 158,295 | $ | 158,649 | $ | 153,546 | 3.1 | % | 3.3 | % | |||||||||||||||||||
Services contribution (NOI) | $ | 36,688 | $ | 36,530 | $ | 45,078 | (18.6) | % | (19.0) | % | |||||||||||||||||||
Global Warehouse margin | 32.1 | % | 32.1 | % | 32.4 | % | -30 bps | -30 bps | |||||||||||||||||||||
Rent and storage margin | 60.6 | % | 60.7 | % | 58.5 | % | 210 bps | 220 bps | |||||||||||||||||||||
Warehouse services margin | 10.6 | % | 10.6 | % | 12.9 | % | -230 bps | -230 bps | |||||||||||||||||||||
| Global Warehouse rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 4,057 | n/a | 4,237 | (4.2) | % | n/a | |||||||||||||||||||||||
| Average physical occupied pallets | 3,448 | n/a | 3,682 | (6.4) | % | n/a | |||||||||||||||||||||||
| Average physical pallet positions | 5,494 | n/a | 5,525 | (0.6) | % | n/a | |||||||||||||||||||||||
| Economic occupancy percentage | 73.8 | % | n/a | 76.7 | % | -290 bps | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 62.8 | % | n/a | 66.6 | % | -380 bps | n/a | ||||||||||||||||||||||
| Total rent and storage revenues per average economic occupied pallet | $ | 64.37 | $ | 64.47 | $ | 61.96 | 3.9 | % | 4.1 | % | |||||||||||||||||||
| Total rent and storage revenues per average physical occupied pallet | $ | 75.74 | $ | 75.86 | $ | 71.30 | 6.2 | % | 6.4 | % | |||||||||||||||||||
| Global Warehouse services metrics: | |||||||||||||||||||||||||||||
| Throughput pallets | 8,889 | n/a | 9,205 | (3.4) | % | n/a | |||||||||||||||||||||||
| Total warehouse services revenues per throughput pallet | $ | 38.91 | $ | 38.90 | $ | 37.99 | 2.4 | % | 2.4 | % | |||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
(2)Includes real estate rent expense of $7.4 million and $8.5 million, on an actual basis, for the three months ended September 30, 2025 and 2024, respectively.
(3)Includes non-real estate rent expense (equipment lease and rentals) of $2.6 million and $3.0 million, on an actual basis, for the three months ended September 30, 2025 and 2024, respectively.
n/a - not applicable
40
On a constant currency basis, our warehouse segment revenues decreased $4.8 million, or 0.8%, during the three months ended September 30, 2025, as compared to the same period in the prior year. This decrease was driven by the $9.0 million decrease in revenues in our same store pool, partially offset by the $4.2 million increase in revenues in our non-same store pool, both on a constant currency basis. The overall decrease in our warehouse segment revenues was principally driven by lower overall volumes due to a competitive environment, changes in consumer buying habits, and the related change in food production levels. Such changes are due to increasing consumer conservatism, amid an inflationary environment, and increased capacity associated with recent speculative development in the cold storage industry, partially offset by annual rate increases in the normal course of operations. The partially offsetting increase in our non-same store pool is primarily attributable to the six new locations added in the current year which were recently completed, acquired, or leased.
On a constant currency basis, our warehouse segment cost of operations decreased $1.4 million, or 0.3%, during the three months ended September 30, 2025, as compared to the same period of the prior year. This is primarily driven by a decrease of $3.4 million in our same store pool, partially offset by an increase of $2.0 million in our non-same store pool, both on a constant currency basis. The decrease in our same store pool is discussed further in the same store discussion below. The increase in the non-same store pool is primarily attributable to the increase in revenues as described above.
On a constant currency basis, warehouse segment NOI decreased 1.7% during the three months ended September 30, 2025, as compared to the same period of the prior year. This is primarily due to decreased NOI in our same store pool of $5.6 million, on a constant currency basis, due to factors discussed below related to the same store warehouse performance. This was partially offset by increased NOI in our non-same store pool of $2.2 million, on a constant currency basis, due primarily to the factors described above.
41
Same Store and Non-Same Store Results
The following tables present revenues, contribution (NOI), margins, and certain operating metrics for our same store and non-same store for the three months ended September 30, 2025 and 2024.
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2025 Actual | 2025 Constant Currency(1) | 2024 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
Number of same store warehouses | 223 | 223 | |||||||||||||||||||||||||||
(Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
Same store revenues: | |||||||||||||||||||||||||||||
| Rent and storage | $ | 250,591 | $ | 250,986 | $ | 256,287 | (2.2) | % | (2.1) | % | |||||||||||||||||||
| Warehouse services | 335,933 | 335,829 | 339,542 | (1.1) | % | (1.1) | % | ||||||||||||||||||||||
Total same store revenues | $ | 586,524 | $ | 586,815 | $ | 595,829 | (1.6) | % | (1.5) | % | |||||||||||||||||||
Same store cost of operations: | |||||||||||||||||||||||||||||
| Power | 40,269 | 40,207 | 39,991 | 0.7 | % | 0.5 | % | ||||||||||||||||||||||
| Other facilities costs | 56,360 | 56,464 | 61,492 | (8.3) | % | (8.2) | % | ||||||||||||||||||||||
| Labor | 243,134 | 243,328 | 245,330 | (0.9) | % | (0.8) | % | ||||||||||||||||||||||
| Other services costs | 51,492 | 51,365 | 47,919 | 7.5 | % | 7.2 | % | ||||||||||||||||||||||
Total same store cost of operations | $ | 391,255 | $ | 391,364 | $ | 394,732 | (0.9) | % | (0.9) | % | |||||||||||||||||||
Same store contribution (NOI) | $ | 195,269 | $ | 195,451 | $ | 201,097 | (2.9) | % | (2.8) | % | |||||||||||||||||||
Same store rent and storage contribution (NOI) | $ | 153,962 | $ | 154,315 | $ | 154,804 | (0.5) | % | (0.3) | % | |||||||||||||||||||
Same store services contribution (NOI) | $ | 41,307 | $ | 41,136 | $ | 46,293 | (10.8) | % | (11.1) | % | |||||||||||||||||||
Same store margin | 33.3 | % | 33.3 | % | 33.8 | % | -50 bps | -50 bps | |||||||||||||||||||||
Same store rent and storage margin | 61.4 | % | 61.5 | % | 60.4 | % | 100 bps | 110 bps | |||||||||||||||||||||
Same store services margin | 12.3 | % | 12.2 | % | 13.6 | % | -130 bps | -140 bps | |||||||||||||||||||||
Same store rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 3,969 | n/a | 4,137 | (4.1) | % | n/a | |||||||||||||||||||||||
| Average physical occupied pallets | 3,392 | n/a | 3,584 | (5.4) | % | n/a | |||||||||||||||||||||||
| Average physical pallet positions | 5,257 | n/a | 5,284 | (0.5) | % | n/a | |||||||||||||||||||||||
| Economic occupancy percentage | 75.5 | % | n/a | 78.3 | % | -280 bps | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 64.5 | % | n/a | 67.8 | % | -330 bps | n/a | ||||||||||||||||||||||
Same store rent and storage revenues per average economic occupied pallet | $ | 63.14 | $ | 63.24 | $ | 61.95 | 1.9 | % | 2.1 | % | |||||||||||||||||||
Same store rent and storage revenues per average physical occupied pallet | $ | 73.88 | $ | 73.99 | $ | 71.51 | 3.3 | % | 3.5 | % | |||||||||||||||||||
Same store services metrics: | |||||||||||||||||||||||||||||
| Throughput pallets | 8,708 | n/a | 8,999 | (3.2) | % | n/a | |||||||||||||||||||||||
Same store warehouse services revenues per throughput pallet | $ | 38.58 | $ | 38.57 | $ | 37.73 | 2.3 | % | 2.2 | % | |||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
n/a - not applicable
Same store rent and storage revenues decreased by $5.3 million, on a constant currency basis, primarily due to a decrease in economic occupancy of 280 basis points. This decrease in revenues associated with the decline in economic occupancy was partially offset by an increase in the constant currency same store rent and storage revenues per average economic occupied pallet of 2.1% during the three months ended September 30, 2025, as
42
compared to the same period in the prior year. The overall decrease in economic occupancy was due to the same factors discussed above for the total warehouse segment.
Same store services revenues decreased by $3.7 million on a constant currency basis, primarily due to overall volume decreases. More specifically, our throughput volume decreased by 3.2% during the three months ended September 30, 2025, as compared to the same period in the prior year. This was partially offset by an increase in constant currency same store warehouse services revenues per throughput pallet of 2.2%.
Same store costs of operations decreased by $3.4 million, on a constant currency basis, primarily driven by lower labor and other facilities costs, partially offset by higher other services costs and higher power costs. The decrease in other facilities costs was primarily attributable to lower facilities maintenance expense, and real property insurance.
43
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2025 Actual | 2025 Constant Currency(1) | 2024 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
Number of non-same store warehouses | 9 | 12 | |||||||||||||||||||||||||||
(Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
Non-same store revenues: | |||||||||||||||||||||||||||||
| Rent and storage | $ | 10,564 | $ | 10,575 | $ | 6,237 | n/r | n/r | |||||||||||||||||||||
| Warehouse services | 9,926 | 9,992 | 10,115 | n/r | n/r | ||||||||||||||||||||||||
Total non-same store revenues | $ | 20,490 | $ | 20,567 | $ | 16,352 | n/r | n/r | |||||||||||||||||||||
Non-same store cost of operations: | |||||||||||||||||||||||||||||
| Power | 2,170 | 2,172 | 1,776 | n/r | n/r | ||||||||||||||||||||||||
| Other facilities costs | 4,061 | 4,069 | 5,719 | n/r | n/r | ||||||||||||||||||||||||
| Labor | 10,851 | 10,898 | 7,928 | n/r | n/r | ||||||||||||||||||||||||
| Other services costs | 3,694 | 3,700 | 3,402 | n/r | n/r | ||||||||||||||||||||||||
Total non-same store cost of operations | $ | 20,776 | $ | 20,839 | $ | 18,825 | n/r | n/r | |||||||||||||||||||||
Non-same store contribution (NOI) | $ | (286) | $ | (272) | $ | (2,473) | n/r | n/r | |||||||||||||||||||||
Non-same store rent and storage contribution (NOI) | $ | 4,333 | $ | 4,334 | $ | (1,258) | n/r | n/r | |||||||||||||||||||||
Non-same store services contribution (NOI) | $ | (4,619) | $ | (4,606) | $ | (1,215) | n/r | n/r | |||||||||||||||||||||
Non-same store rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 88 | n/a | 100 | n/r | n/a | ||||||||||||||||||||||||
| Average physical occupied pallets | 56 | n/a | 98 | n/r | n/a | ||||||||||||||||||||||||
| Average physical pallet positions | 237 | n/a | 241 | n/r | n/a | ||||||||||||||||||||||||
| Economic occupancy percentage | 37.1 | % | n/a | 41.5 | % | n/r | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 23.6 | % | n/a | 40.7 | % | n/r | n/a | ||||||||||||||||||||||
Non-same store rent and storage revenues per average economic occupied pallet | $ | 120.05 | $ | 120.17 | $ | 62.37 | n/r | n/r | |||||||||||||||||||||
Non-same store rent and storage revenues per average physical occupied pallet | $ | 188.64 | $ | 188.84 | $ | 63.64 | n/r | n/r | |||||||||||||||||||||
Non-same store services metrics: | |||||||||||||||||||||||||||||
| Throughput pallets | 181 | n/a | 206 | n/r | n/a | ||||||||||||||||||||||||
Non-same store warehouse services revenues per throughput pallet | $ | 54.84 | $ | 55.20 | $ | 49.10 | 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/a - not applicable
n/r - not relevant
44
Transportation Segment
The following table presents the operating results of our transportation segment for the three months ended September 30, 2025 and 2024.
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2025 Actual | 2025 Constant Currency(1) | 2024 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Transportation services | $ | 47,843 | $ | 47,801 | $ | 51,764 | (7.6) | % | (7.7) | % | |||||||||||||||||||
| Transportation services cost of operations | 40,107 | 40,059 | 43,323 | (7.4) | % | (7.5) | % | ||||||||||||||||||||||
| Transportation segment contribution (NOI) | $ | 7,736 | $ | 7,742 | $ | 8,441 | (8.4) | % | (8.3) | % | |||||||||||||||||||
| Transportation margin | 16.2 | % | 16.2 | % | 16.3 | % | -10 bps | -10 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 $4.0 million, or 7.7%, as compared to the same period in the prior year. The decrease was primarily due to overall lower volumes driven by softening transportation demand in the current macro-economic environment coupled with certain customer exits and site exits in North America and certain areas of Europe, partially offset by an increase in transportation revenues in Asia-Pacific due to a newly leased warehouse in Australia.
On a constant currency basis, transportation cost of operations decreased $3.3 million, or 7.5%, as 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 for North America and Europe, partially offset by an increase in transportation cost of operations for Asia-Pacific.
Third-Party Managed Segment
The following table presents the operating results of our third-party managed segment for the three months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2025 Actual | 2025 Constant Currency(1) | 2024 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of managed sites | 3 | 4 | |||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Third-party managed services | $ | 8,808 | $ | 8,968 | $ | 10,226 | (13.9) | % | (12.3) | % | |||||||||||||||||||
| Third-party managed services cost of operations | 6,499 | 6,610 | 8,073 | (19.5) | % | (18.1) | % | ||||||||||||||||||||||
| Third-party managed segment contribution (NOI) | $ | 2,309 | $ | 2,358 | $ | 2,153 | 7.2 | % | 9.5 | % | |||||||||||||||||||
| Third-party managed margin | 26.2 | % | 26.3 | % | 21.1 | % | 510 bps | 520 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 $1.3 million, or 12.3%, as compared to the same period in the prior year. The decrease is due to the ceased operations of a certain third-party managed site
45
during the three months ended March 31, 2025, partially offset by an increase in revenues at a certain third-party managed site located in Australia.
On a constant currency basis, third-party managed cost of operations decreased $1.5 million, or 18.1%, as compared to the same period in the prior year due to the factors noted above.
On a constant currency basis, third-party managed segment contribution (NOI) increased $0.2 million, or 9.5% as compared to the same period in the prior year due to the factors noted above.
Other Consolidated Operating Expenses
The following table presents consolidated operating expenses, excluding cost of operations, for the three months ended September 30, 2025 and 2024.
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
Other consolidated operating expenses | (In thousands) | ||||||||||||||||||||||
| Depreciation and amortization | $ | 88,023 | $ | 89,362 | $ | (1,339) | (1.5) | % | |||||||||||||||
| Selling, general, and administrative | $ | 70,982 | $ | 63,663 | $ | 7,319 | 11.5 | % | |||||||||||||||
| Acquisition, cyber incident, and other, net | $ | 29,052 | $ | 26,014 | $ | 3,038 | 11.7 | % | |||||||||||||||
| Impairment of long-lived assets | $ | 77 | $ | 2,953 | $ | (2,876) | (97.4) | % | |||||||||||||||
| Net loss (gain) from sale of real estate | $ | 143 | $ | — | $ | 143 | n/r | ||||||||||||||||
Depreciation and amortization. Depreciation and amortization expense decreased $1.3 million, or 1.5%, during the three months ended September 30, 2025 as compared to the same period in the prior year. This decrease is substantially driven by the exit or anticipated exit of certain warehouse and transportation related operations, certain of which were classified as held for sale in the fourth quarter of 2024.
Selling, general, and administrative. During the three months ended September 30, 2025, corporate-level selling, general, and administrative expenses increased $7.3 million, or 11.5%, compared to the same period in the prior year. This increase was primarily driven by the go-live of Project Orion in North America and Asia Pacific which resulted in higher software related expenses (primarily software license fees and deferred cost amortization) during the three months ended September 30, 2025.
46
Acquisition, cyber incident, and other, net. Corporate-level acquisition, cyber incident, and other, net include the following:
(1) Certain prior period amounts have been reclassified to conform to the current period presentation.
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024(1) | $ | % | ||||||||||||||||||||
Acquisition, cyber incident, and other, net: | (In thousands) | ||||||||||||||||||||||
| Project Orion expenses | $ | 11,890 | $ | 21,595 | $ | (9,705) | (44.9) | % | |||||||||||||||
| Other, net | 8,295 | 927 | 7,368 | n/r | |||||||||||||||||||
| Closed site costs, excluding severance | 4,864 | (61) | 4,925 | n/r | |||||||||||||||||||
| Severance costs | 2,112 | 1,453 | 659 | 45.4 | % | ||||||||||||||||||
| Cyber incident related costs, net of insurance recoveries | 1,061 | 739 | 322 | 43.6 | % | ||||||||||||||||||
| Acquisition and integration related costs | 830 | 1,361 | (531) | (39.0) | % | ||||||||||||||||||
| Total acquisition, cyber incident, and other, net | $ | 29,052 | $ | 26,014 | $ | 3,038 | n/r | ||||||||||||||||
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 decreased by $9.7 million compared to the same period in the prior year primarily due to decreased contract labor, professional fees, and other non-capitalizable integration related costs.
Other, net for the three months ended September 30, 2025 includes non-routine stock compensation expense associated with certain employee awards and software implementation expenses and professional and consulting fees for strategic projects. Other, net was not significant for the three months ended September 30, 2024.
Closed site costs, excluding severance, include expenses incurred to wind down operations at closed or sold facilities within our warehouse and transportation related operations. Such costs include lease termination fees, fixed operating costs, asset retirement obligations, and other exit-related expenses, but do not include any reduction in workforce or other severance costs related to the exit of these operations as those expenses are included within Severance costs. These costs have increased $4.9 million compared to the same period in the prior year primarily driven by increased expenses for recently closed operations and certain assets classified as held for sale.
Impairment of long-lived assets. The Company’s impairment of long-lived asset charges were not significant during three months ended September 30, 2025. The Company’s impairment charges recognized during the three months ended September 30, 2024 were primarily related to the anticipated exit of certain warehouse operations.
Net loss (gain) from sale of real estate. During the three months ended September 30, 2025, the Company recorded a net gain on real estate of $0.1 million related to the strategic sale of one previously impaired facility in the United States.
47
Other Income and Expense
The following table presents items of other income and expense for the three months ended September 30, 2025 and 2024.
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Interest expense | $ | 33,931 | $ | 34,255 | $ | (324) | (0.9) | % | |||||||||||||||
| Loss on debt extinguishment and termination of derivative instruments | $ | — | $ | 218 | $ | (218) | (100.0) | % | |||||||||||||||
| Loss from investments in partially owned entities | $ | 41 | $ | 1,037 | $ | (996) | (96.0) | % | |||||||||||||||
| Other, net | $ | (477) | $ | 3,723 | $ | (4,200) | n/r | ||||||||||||||||
n/r - not relevant
Interest expense. Interest expense decreased $0.3 million, or 0.9%, as compared to the three months ended September 30, 2024. This was primarily due to an increase in capitalized interest and a decrease in interest on the U.S. dollar denominated Revolver due to timing of draws outstanding, offset by the overall increase in outstanding debt, most notably the issuance of our $500.0 million Public 5.409% Notes during the three months ended September 30, 2024 and the issuance of our $400.0 million Public 5.600% Notes during the three months ended June 30, 2025.
Loss from investments in partially owned entities. Loss from investments in partially owned entities decreased $1.0 million as compared to the three months ended September 30, 2024 due to the Company’s sale of its equity interest in the SuperFrio joint venture in April 2025.
Other, net. Other, net was an expense of $0.5 million for the three months ended September 30, 2025, as compared to a benefit of $3.7 million for the three months ended September 30, 2024. The change in Other, net is primarily attributable to a decrease in interest income, a decrease in other miscellaneous income, and an increase in foreign currency exchange loss.
Income Taxes
Income tax benefit for the three months ended September 30, 2025 was $6.2 million, an increase of $5.4 million from an income tax benefit of $0.8 million for the three months ended September 30, 2024. The increase is primarily related to changes in the blend of pre-tax book income and losses generated year over year by jurisdiction.
48
Comparison of Results for the Nine Months Ended September 30, 2025 and 2024
Warehouse Segment
The following table presents revenues, contribution (NOI), margins, and certain operating metrics for our global warehouse segment for the nine months ended September 30, 2025 and 2024.
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2025 Actual | 2025 Constant Currency(1) | 2024 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| (Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
| Global Warehouse revenues: | |||||||||||||||||||||||||||||
| Rent and storage | $ | 772,466 | $ | 775,323 | $ | 799,619 | (3.4) | % | (3.0) | % | |||||||||||||||||||
| Warehouse services | 1,003,975 | 1,007,315 | 1,010,659 | (0.7) | % | (0.3) | % | ||||||||||||||||||||||
| Total revenues | $ | 1,776,441 | $ | 1,782,638 | $ | 1,810,278 | (1.9) | % | (1.5) | % | |||||||||||||||||||
| Global Warehouse cost of operations: | |||||||||||||||||||||||||||||
| Power | 109,692 | 109,965 | 112,182 | (2.2) | % | (2.0) | % | ||||||||||||||||||||||
Other facilities costs(2) | 177,646 | 178,367 | 195,190 | (9.0) | % | (8.6) | % | ||||||||||||||||||||||
| Labor | 743,138 | 746,192 | 747,057 | (0.5) | % | (0.1) | % | ||||||||||||||||||||||
Other services costs(3) | 153,392 | 153,693 | 155,563 | (1.4) | % | (1.2) | % | ||||||||||||||||||||||
| Total warehouse segment cost of operations | $ | 1,183,868 | $ | 1,188,217 | $ | 1,209,992 | (2.2) | % | (1.8) | % | |||||||||||||||||||
| Global Warehouse contribution (NOI) | $ | 592,573 | $ | 594,421 | $ | 600,286 | (1.3) | % | (1.0) | % | |||||||||||||||||||
Rent and storage contribution (NOI) | $ | 485,128 | $ | 486,991 | $ | 492,247 | (1.4) | % | (1.1) | % | |||||||||||||||||||
Services contribution (NOI) | $ | 107,445 | $ | 107,430 | $ | 108,039 | (0.5) | % | (0.6) | % | |||||||||||||||||||
| Global Warehouse margin | 33.4 | % | 33.3 | % | 33.2 | % | 20 bps | 10 bps | |||||||||||||||||||||
Rent and storage margin | 62.8 | % | 62.8 | % | 61.6 | % | 120 bps | 120 bps | |||||||||||||||||||||
Warehouse services margin | 10.7 | % | 10.7 | % | 10.7 | % | 0 bps | 0 bps | |||||||||||||||||||||
| Global Warehouse rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 4,081 | n/a | 4,315 | (5.4) | % | n/a | |||||||||||||||||||||||
| Average physical occupied pallets | 3,467 | n/a | 3,744 | (7.4) | % | n/a | |||||||||||||||||||||||
| Average physical pallet positions | 5,505 | n/a | 5,525 | (0.4) | % | n/a | |||||||||||||||||||||||
| Economic occupancy percentage | 74.1 | % | n/a | 78.1 | % | -400 bps | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 63.0 | % | n/a | 67.8 | % | -480 bps | n/a | ||||||||||||||||||||||
| Total rent and storage revenues per average economic occupied pallet | $ | 189.28 | $ | 189.98 | $ | 185.31 | 2.1 | % | 2.5 | % | |||||||||||||||||||
| Total rent and storage revenues per average physical occupied pallet | $ | 222.81 | $ | 223.63 | $ | 213.57 | 4.3 | % | 4.7 | % | |||||||||||||||||||
| Global Warehouse services metrics: | |||||||||||||||||||||||||||||
| Throughput pallets | 26,405 | n/a | 27,280 | (3.2) | % | n/a | |||||||||||||||||||||||
| Total warehouse services revenues per throughput pallet | $ | 38.02 | $ | 38.15 | $ | 37.05 | 2.6 | % | 3.0 | % | |||||||||||||||||||
(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 $21.3 million and $26.9 million, on an actual basis, for the nine months ended September 30, 2025 and 2024, respectively.
(3) Includes non-real estate rent expense (equipment lease and rentals) of $7.4 million and $9.5 million, on an actual basis, for the nine months ended September 30, 2025 and 2024, respectively.
n/a - not applicable
49
On a constant currency basis, our warehouse segment revenues decreased $27.6 million, or 1.5%, during the nine months ended September 30, 2025, as compared to the same period in the prior year. This decrease was driven by the $25.3 million decrease in our same store pool, and a $2.4 million decrease in our non-same store pool, both on a constant currency basis.
On a constant currency basis, our warehouse segment cost of operations decreased $21.8 million, or 1.8%, during the nine months ended September 30, 2025, as compared to the same period in the prior year. This is primarily driven by a decrease of $17.8 million in our non-same store pool, and a decrease of $4.0 million in our same store pool, both on a constant currency basis. The decrease in the non-same store pool is primarily related to the decision to close certain facilities in the non-same store portfolio and lower overall volume, which resulted in lower operating expenses during the nine months ended September 30, 2025 as compared to the same period in the prior year.
On a constant currency basis, warehouse segment NOI decreased 1.0% during the nine months ended September 30, 2025, as compared to the same period in the prior year. This is primarily due to decreased NOI in our same store pool of $21.3 million, on a constant currency basis, due to the factors discussed below related to the same store warehouse performance. This was partially offset by increased NOI in our non-same store pool of $15.4 million, on a constant currency basis, due primarily to the factors described above.
50
Same Store and Non-Same Store Results
The following tables present revenues, contribution (NOI), margins, and certain operating metrics for our same store and non-same store for the nine months ended September 30, 2025 and 2024.
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2025 Actual | 2025 Constant Currency(1) | 2024 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of same store warehouses | 223 | 223 | |||||||||||||||||||||||||||
| (Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
| Same store revenues: | |||||||||||||||||||||||||||||
| Rent and storage | $ | 742,999 | $ | 745,838 | $ | 772,485 | (3.8) | % | (3.4) | % | |||||||||||||||||||
| Warehouse services | 976,638 | 979,844 | 978,480 | (0.2) | % | 0.1 | % | ||||||||||||||||||||||
| Total same store revenues | $ | 1,719,637 | $ | 1,725,682 | $ | 1,750,965 | (1.8) | % | (1.4) | % | |||||||||||||||||||
| Same store cost of operations: | |||||||||||||||||||||||||||||
| Power | 105,031 | 105,300 | 106,283 | (1.2) | % | (0.9) | % | ||||||||||||||||||||||
| Other facilities costs | 170,867 | 171,574 | 174,084 | (1.8) | % | (1.4) | % | ||||||||||||||||||||||
| Labor | 714,947 | 717,901 | 716,356 | (0.2) | % | 0.2 | % | ||||||||||||||||||||||
| Other services costs | 141,582 | 141,869 | 143,940 | (1.6) | % | (1.4) | % | ||||||||||||||||||||||
| Total same store cost of operations | $ | 1,132,427 | $ | 1,136,644 | $ | 1,140,663 | (0.7) | % | (0.4) | % | |||||||||||||||||||
| Same store contribution (NOI) | $ | 587,210 | $ | 589,038 | $ | 610,302 | (3.8) | % | (3.5) | % | |||||||||||||||||||
Same store rent and storage contribution (NOI) | $ | 467,101 | $ | 468,964 | $ | 492,118 | (5.1) | % | (4.7) | % | |||||||||||||||||||
Same store services contribution (NOI) | $ | 120,109 | $ | 120,074 | $ | 118,184 | 1.6 | % | 1.6 | % | |||||||||||||||||||
| Same store margin | 34.1 | % | 34.1 | % | 34.9 | % | -80 bps | -80 bps | |||||||||||||||||||||
Same store rent and storage margin | 62.9 | % | 62.9 | % | 63.7 | % | -80 bps | -80 bps | |||||||||||||||||||||
Same store services margin | 12.3 | % | 12.3 | % | 12.1 | % | 20 bps | 20 bps | |||||||||||||||||||||
| Same store rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 3,995 | n/a | 4,202 | (4.9) | % | n/a | |||||||||||||||||||||||
| Average physical occupied pallets | 3,404 | n/a | 3,640 | (6.5) | % | n/a | |||||||||||||||||||||||
| Average physical pallet positions | 5,266 | n/a | 5,280 | (0.3) | % | n/a | |||||||||||||||||||||||
| Economic occupancy percentage | 75.9 | % | n/a | 79.6 | % | -370 bps | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 64.6 | % | n/a | 68.9 | % | -430 bps | n/a | ||||||||||||||||||||||
| Same store rent and storage revenues per average economic occupied pallet | $ | 185.98 | $ | 186.69 | $ | 183.84 | 1.2 | % | 1.6 | % | |||||||||||||||||||
| Same store rent and storage revenues per average physical occupied pallet | $ | 218.27 | $ | 219.11 | $ | 212.22 | 2.9 | % | 3.2 | % | |||||||||||||||||||
| Same store services metrics: | |||||||||||||||||||||||||||||
| Throughput pallets | 25,847 | n/a | 26,633 | (3.0) | % | n/a | |||||||||||||||||||||||
| Same store warehouse services revenues per throughput pallet | $ | 37.79 | $ | 37.91 | $ | 36.74 | 2.9 | % | 3.2 | % | |||||||||||||||||||
(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
n/a - not applicable
51
Same store rent and storage revenues decreased by $26.6 million, on a constant currency basis, primarily due to a decrease in economic occupancy of 370 bps. This decrease in revenues associated with economic occupancy was partially offset by an increase in the constant currency same store rent and storage revenues per average economic occupied pallet of 1.6% during the nine months ended September 30, 2025, as compared to the same period in the prior year. The overall decrease in economic occupancy was principally driven by lower overall volumes due to a competitive environment, changes in consumer buying habits, and the related change in food production levels. Such changes are due to increasing consumer conservatism, amid an inflationary environment, and increased capacity associated with recent speculative development in the cold storage industry, partially offset by annual rate increases in the normal course of operations.
Same store services revenues increased $1.4 million on a constant currency basis, primarily due to general rate increases. Specifically, our constant currency same store services revenues per throughput pallet increased 3.2% during the nine months ended September 30, 2025, as compared to the same period in the prior year. This was partially offset by a decrease in throughput of 3.0%.
Same store costs of operations decreased by $4.0 million on a constant currency basis, primarily driven by lower other services costs, lower other facilities costs, and lower power costs. The decrease in other facilities costs was primarily attributable to a decrease of facility maintenance expenses, lower facility service costs. The decrease in other services costs was primarily attributable to lower equipment rental expenses, lower office administrative expenses, and lower carriers and travel expenses, partially offset by an increase in warehouse expenses.
52
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2025 Actual | 2025 Constant Currency(1) | 2024 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of non-same store warehouses | 9 | 12 | |||||||||||||||||||||||||||
| (Dollars and units in thousands, except per pallet data) | |||||||||||||||||||||||||||||
| Non-same store revenues: | |||||||||||||||||||||||||||||
| Rent and storage | $ | 29,467 | $ | 29,485 | $ | 27,134 | n/r | n/r | |||||||||||||||||||||
| Warehouse services | 27,337 | 27,471 | 32,179 | n/r | n/r | ||||||||||||||||||||||||
| Total non-same store revenues | $ | 56,804 | $ | 56,956 | $ | 59,313 | n/r | n/r | |||||||||||||||||||||
| Non-same store cost of operations: | |||||||||||||||||||||||||||||
| Power | 4,661 | 4,665 | 5,899 | n/r | n/r | ||||||||||||||||||||||||
| Other facilities costs | 6,779 | 6,793 | 21,106 | n/r | n/r | ||||||||||||||||||||||||
| Labor | 28,191 | 28,291 | 30,701 | n/r | n/r | ||||||||||||||||||||||||
| Other services costs | 11,810 | 11,824 | 11,623 | n/r | n/r | ||||||||||||||||||||||||
| Total non-same store cost of operations | $ | 51,441 | $ | 51,573 | $ | 69,329 | n/r | n/r | |||||||||||||||||||||
| Non-same store contribution (NOI) | $ | 5,363 | $ | 5,383 | $ | (10,016) | n/r | n/r | |||||||||||||||||||||
Non-same store rent and storage contribution (NOI) | $ | 18,027 | $ | 18,027 | $ | 129 | n/r | n/r | |||||||||||||||||||||
Non-same store services contribution (NOI) | $ | (12,664) | $ | (12,644) | $ | (10,145) | n/r | n/r | |||||||||||||||||||||
| Non-same store rent and storage metrics: | |||||||||||||||||||||||||||||
| Average economic occupied pallets | 86 | n/a | 113 | n/r | n/a | ||||||||||||||||||||||||
| Average physical occupied pallets | 63 | n/a | 104 | n/r | n/a | ||||||||||||||||||||||||
| Average physical pallet positions | 239 | n/a | 245 | n/r | n/a | ||||||||||||||||||||||||
| Economic occupancy percentage | 36.0 | % | n/a | 46.1 | % | n/r | n/a | ||||||||||||||||||||||
| Physical occupancy percentage | 26.4 | % | n/a | 42.4 | % | n/r | n/a | ||||||||||||||||||||||
| Non-same store rent and storage revenues per average economic occupied pallet | $ | 342.64 | $ | 342.85 | $ | 240.12 | n/r | n/r | |||||||||||||||||||||
| Non-same store rent and storage revenues per average physical occupied pallet | $ | 467.73 | $ | 468.02 | $ | 260.90 | n/r | n/r | |||||||||||||||||||||
| Non-same store services metrics: | |||||||||||||||||||||||||||||
| Throughput pallets | 558 | n/a | 647 | n/r | n/a | ||||||||||||||||||||||||
| Non-same store warehouse services revenues per throughput pallet | $ | 48.99 | $ | 49.23 | $ | 49.74 | 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/a - not applicable
n/r - not relevant
53
Transportation Segment
The following table presents the operating results of our transportation segment for the nine months ended September 30, 2025 and 2024.
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2025 Actual | 2025 Constant Currency(1) | 2024 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Transportation services | $ | 139,933 | $ | 140,586 | $ | 159,254 | (12.1) | % | (11.7) | % | |||||||||||||||||||
| Transportation services cost of operations | 116,201 | 116,775 | 130,441 | (10.9) | % | (10.5) | % | ||||||||||||||||||||||
| Transportation segment contribution (NOI) | $ | 23,732 | $ | 23,811 | $ | 28,813 | (17.6) | % | (17.4) | % | |||||||||||||||||||
| Transportation margin | 17.0 | % | 16.9 | % | 18.1 | % | -110 bps | -120 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 $18.7 million, or 11.7%, as compared to the same period in the prior year. The decrease was primarily due to overall lower volumes driven by softening transportation demand in the current macro-economic environment coupled with certain customer exits and site exits in North America and certain areas of Europe, partially offset by an increase in transportation revenues in Asia-Pacific due to a newly leased warehouse in Australia and volume increases in the region.
On a constant currency basis, transportation cost of operations decreased $13.7 million, or 10.5%, as 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 for North America and Europe, partially offset by an increase in transportation cost of operations for Asia-Pacific.
Third-Party Managed Segment
The following table presents the operating results of our third-party managed segment for the nine months ended September 30, 2025 and 2024.
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2025 Actual | 2025 Constant Currency(1) | 2024 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of managed sites | 3 | 4 | |||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Third-party managed services | $ | 27,019 | $ | 27,651 | $ | 30,574 | (11.6) | % | (9.6) | % | |||||||||||||||||||
| Third-party managed services cost of operations | 20,792 | 21,248 | 24,136 | (13.9) | % | (12.0) | % | ||||||||||||||||||||||
Third-party managed segment contribution (NOI) | $ | 6,227 | $ | 6,403 | $ | 6,438 | (3.3) | % | (0.5) | % | |||||||||||||||||||
| Third-party managed margin | 23.0 | % | 23.2 | % | 21.1 | % | 190 bps | 210 bps | |||||||||||||||||||||
On a constant currency basis, third-party managed revenues decreased $2.9 million, or 9.6%, as compared to the same period in the prior year. The decrease is due to the ceased operations of certain third-party managed sites,
54
one of which ceased during the three months ended June 30, 2024 and another during the three months ended March 31, 2025.
On a constant currency basis, third-party managed cost of operations decreased $2.9 million, or 12.0%, as compared to the same period in the prior year due to the factors noted above.
On a constant currency basis, third-party managed segment contribution (NOI) decreased less than $0.1 million, or 0.5% as compared to the same period in the prior year due to the factors noted above.
Other Consolidated Operating Expenses
The following table presents consolidated operating expenses, excluding cost of operations, for the nine months ended September 30, 2025 and 2024.
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
Other consolidated operating expenses | (In thousands) | ||||||||||||||||||||||
| Depreciation and amortization | $ | 267,467 | $ | 271,106 | $ | (3,639) | (1.3) | % | |||||||||||||||
| Selling, general, and administrative | $ | 207,124 | $ | 188,542 | $ | 18,582 | 9.9 | % | |||||||||||||||
| Acquisition, cyber incident, and other, net | $ | 77,692 | $ | 44,025 | $ | 33,667 | 76.5 | % | |||||||||||||||
| Impairment of long-lived assets | $ | 5,303 | $ | 2,953 | $ | 2,350 | 79.6 | % | |||||||||||||||
| Net loss (gain) from sale of real estate | $ | (11,617) | $ | (3,514) | $ | (8,103) | n/r | ||||||||||||||||
n/r - not relevant
Depreciation and amortization. Depreciation and amortization expense decreased $3.6 million, or 1.3%, during the nine months ended September 30, 2025 as compared to the same period in the prior year. This decrease is substantially driven by the exit or anticipated exit of certain warehouse and transportation related operations, certain of which were classified as held for sale in the fourth quarter of 2024.
Selling, general, and administrative. During the nine months ended September 30, 2025, corporate-level selling, general and administrative expenses increased $18.6 million, or 9.9%, compared to the same period in the prior year. This increase was primarily driven by the go-live of Project Orion in North America and Asia Pacific (Phase 1), which resulted in higher software related expenses (primarily software license fees and deferred cost amortization).
55
Acquisition, cyber incident, and other, net. Corporate-level acquisition, cyber incident, and other, net include the following:
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024(1) | $ | % | ||||||||||||||||||||
| Acquisition, cyber incident, and other, net: | (In thousands) | ||||||||||||||||||||||
| Project Orion expenses | $ | 35,749 | $ | 41,393 | $ | (5,644) | (13.6) | % | |||||||||||||||
| Closed site costs, excluding severance | 15,849 | 1,683 | 14,166 | n/r | |||||||||||||||||||
| Other, net | 14,756 | 94 | 14,662 | n/r | |||||||||||||||||||
| Acquisition and integration related costs | 4,175 | 3,712 | 463 | 12.5 | % | ||||||||||||||||||
| Severance costs | 3,972 | 4,573 | (601) | (13.1) | % | ||||||||||||||||||
| Cyber incident related costs, net of insurance recoveries | 3,191 | (7,430) | 10,621 | n/r | |||||||||||||||||||
| Total acquisition, cyber incident, and other, net | $ | 77,692 | $ | 44,025 | $ | 33,667 | n/r | ||||||||||||||||
(1) Certain prior period amounts have been reclassified to conform to the current period presentation.
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 decreased by $5.6 million compared to the same period in the prior year primarily due to decreased contract labor, professional fees, and other non-capitalizable implementation costs.
Closed site costs, excluding severance, include expenses incurred to wind down operations at closed or sold facilities within our warehouse and transportation related operations. Such costs include lease termination fees, fixed operating costs, asset retirement obligations, and other exit-related expenses, but do not include any reduction in workforce or other severance costs related to the exit of these operations as those expenses are included within Severance costs. These costs have increased $14.2 million for the nine months ended September 30, 2025 compared to the same period in the prior year primarily driven by lease termination fees of $5.0 million and other expenses for recently exited operations and certain assets classified as held for sale.
Other, net for the nine months ended September 30, 2025 includes non-routine stock compensation expense associated with certain employee awards and software implementation expenses and professional and consulting fees for strategic projects. Other, net for the nine months ended September 30, 2024 includes non-routine stock compensation expense associated with certain employee awards and $0.8 million related to a litigation adjustment.
Cyber incident related costs, net of insurance recoveries represents incremental legal and other costs associated with cybersecurity incidents that occurred in November 2020 and April 2023, net of the receipt of business interruption insurance proceeds. The increase by $10.6 million is primarily due to the $10.0 million payment received during the nine months ended September 30, 2024 for business interruption insurance, which is further described in our 2024 Annual Report on Form 10-K.
Impairment of long-lived assets. During the nine months ended September 30, 2025, the Company recorded impairment charges of $5.3 million primarily related to the exit or anticipated exit of certain warehouse operations.
Net loss (gain) from sale of real estate. During the nine months ended September 30, 2025, the Company recorded a Net loss (gain) from sale of real estate of $11.6 million related to the strategic sale of three facilities in
56
the United States and one facility in Europe. During the nine months ended September 30, 2024, the Company recorded a Net loss (gain) from sale of real estate of $3.5 million related to the strategic sale of one facility in the United States.
Other Income and Expense
The following table presents items of other income and expense for the nine months ended September 30, 2025 and 2024.
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Interest expense | $ | 108,293 | $ | 100,865 | $ | 7,428 | 7.4 | % | |||||||||||||||
| Loss on debt extinguishment and termination of derivative instruments | $ | — | $ | 116,082 | $ | (116,082) | (100.0) | % | |||||||||||||||
| Loss from investments in partially owned entities | $ | 1,739 | $ | 3,020 | $ | (1,281) | (42.4) | % | |||||||||||||||
| Other, net | $ | 6,594 | $ | 27,872 | $ | (21,278) | (76.3) | % | |||||||||||||||
n/r - not relevant
Interest expense. Interest expense increased $7.4 million, or 7.4%, compared to the nine months ended September 30, 2024. This was primarily due to an overall increase in outstanding debt, most notably the issuance of our $500.0 million Public 5.409% Notes during the three months ended September 30, 2024 and the issuance of our $400.0 million Public 5.600% Notes during the three months ended June 30, 2025, partially offset by an increase in capitalized interest and a decrease in interest on the U.S. dollar denominated Revolver due to timing of draws outstanding.
Loss on debt extinguishment and termination of derivative instruments. Loss on debt extinguishment and termination of derivative instruments decreased $116.1 million, compared to the nine months ended September 30, 2024. The decrease was primarily due to the purchase of eleven facilities accounted for as failed sale-leaseback, 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 decreased $1.3 million, or 42.4%, compared to the nine months ended September 30, 2024 due to the Company’s sale of its equity interest in the SuperFrio joint venture in April 2025.
Other, net. Other, net was a benefit of $6.6 million for the nine months ended September 30, 2025, as compared to a benefit of $27.9 million for the nine months ended September 30, 2024. The decrease in the benefit from the prior year is primarily attributable to the $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, the $8.4 million settlement related to a representations and warranty claim related to a prior acquisition recognized during the nine months ended September 30, 2024 which was not recurring in the current year, and a decrease in interest income, partially offset by the $2.4 million gain from the sale of the SuperFrio joint venture recognized during the nine months ended September 30, 2025.
Income Taxes
Income tax benefit for the nine months ended September 30, 2025 was $0.5 million, compared to an income tax benefit of $1.3 million for the nine months ended September 30, 2024. The decrease is primarily related to changes in the blend of pre-tax book income and losses generated year over year by jurisdiction.
57
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.
We calculate NAREIT funds from operations, or NAREIT 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, gains or losses from sales of previously depreciated operating real estate and other assets, plus specified non-cash items, such as real estate asset depreciation and amortization, impairment charges on real estate related assets, and our share of reconciling items for partially owned entities. We believe that NAREIT FFO is helpful to investors as a supplemental performance measure because it excludes the effect of real estate related depreciation, amortization and gains or losses from sales of real estate or real estate related assets, 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, NAREIT FFO can facilitate comparisons of operating performance between periods and among other equity REITs.
We calculate core funds from operations, or Core FFO, as NAREIT FFO adjusted for the effects of extraordinary items as defined under U.S. GAAP including Net loss (gain) on sale of non-real assets; Acquisition, cyber incident, and other, net; Impairment of long-lived assets (excluding certain real estate assets); Loss on debt extinguishment and termination of derivative instruments; Foreign currency exchange loss (gain); Gain on legal settlement related to prior period operations; Project Orion and other software related deferred costs amortization; Our share of reconciling items related to partially owned entities; and Gain from sale of partially owned entity. 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 utility of NAREIT FFO and Core FFO measures 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 rent adjustment; Deferred income tax benefit; Stock-based compensation expense; Non-real estate depreciation and amortization; Maintenance capital expenditures; and Our share of reconciling items related to partially owned entities. 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.
58
NAREIT FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. NAREIT FFO, Core FFO and Adjusted FFO should be evaluated along with U.S. GAAP Net loss and Net loss per common share - diluted (the most directly comparable U.S. GAAP measures) in evaluating our operating performance. NAREIT 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 (Unaudited) and Condensed Consolidated Statements of Cash Flows (Unaudited) included in our quarterly and annual reports. NAREIT FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our Net loss or Net cash provided by 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 NAREIT 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. We reconcile NAREIT FFO, Core FFO and Adjusted FFO to Net loss, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.
59
| Reconciliation of Net Loss to NAREIT FFO, Core FFO, and Adjusted FFO | |||||||||||||||||
| (In thousands) | |||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Net loss | $ | (11,449) | $ | (3,733) | $ | (26,372) | $ | (58,340) | |||||||||
| Adjustments: | |||||||||||||||||
| Real estate related depreciation | 54,214 | 56,083 | 165,105 | 168,768 | |||||||||||||
| Net loss (gain) from sale of real estate | 143 | — | (11,617) | (3,514) | |||||||||||||
| Net loss (gain) on real estate related asset disposals | 13 | (27) | 14 | 66 | |||||||||||||
| Impairment charges on certain real estate assets | 77 | 2,953 | 3,816 | 2,953 | |||||||||||||
| Our share of reconciling items related to partially owned entities | 153 | 264 | 647 | 830 | |||||||||||||
| NAREIT FFO | $ | 43,151 | $ | 55,540 | $ | 131,593 | $ | 110,763 | |||||||||
| Adjustments: | |||||||||||||||||
| Net loss (gain) on sale of non-real assets | 119 | (443) | 90 | (1,011) | |||||||||||||
| Acquisition, cyber incident, and other, net | 29,052 | 26,014 | 77,692 | 44,025 | |||||||||||||
| Impairment of long-lived assets (excluding certain real estate assets) | — | — | 1,487 | — | |||||||||||||
| Loss on debt extinguishment and termination of derivative instruments | — | 218 | — | 116,082 | |||||||||||||
| Foreign currency exchange loss (gain) | 647 | 349 | 676 | (10,599) | |||||||||||||
| Gain on legal settlement related to prior period operations | — | — | — | (6,104) | |||||||||||||
| Project Orion and other software related deferred costs amortization | 8,778 | 1,810 | 15,649 | 2,391 | |||||||||||||
| Our share of reconciling items related to partially owned entities | — | 409 | 145 | 689 | |||||||||||||
| Gain from sale of partially owned entity | — | — | (2,420) | — | |||||||||||||
| Core FFO | $ | 81,747 | $ | 83,897 | $ | 224,912 | $ | 256,236 | |||||||||
| Adjustments: | |||||||||||||||||
| Amortization of deferred financing costs and pension withdrawal liability | 1,479 | 1,301 | 4,402 | 3,884 | |||||||||||||
| Amortization of below/above market leases | 367 | 363 | 1,081 | 1,091 | |||||||||||||
| Straight-line rent adjustment | 64 | 321 | 225 | 1,277 | |||||||||||||
| Deferred income tax benefit | (6,385) | (2,764) | (4,567) | (6,498) | |||||||||||||
Stock-based compensation expense(1) | 5,140 | 6,256 | 18,993 | 18,939 | |||||||||||||
| Non-real estate depreciation and amortization | 33,809 | 33,279 | 102,362 | 102,338 | |||||||||||||
Maintenance capital expenditures(2) | (15,564) | (22,590) | (47,646) | (63,355) | |||||||||||||
| Our share of reconciling items related to partially owned entities | 24 | 74 | 232 | 535 | |||||||||||||
| Adjusted FFO | $ | 100,681 | $ | 100,137 | $ | 299,994 | $ | 314,447 | |||||||||
(1)Stock-based compensation expense excludes any non-routine stock compensation expense associated with certain employee awards, which are recognized within Acquisition, cyber incident, and other, net.
(2)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.
60
We calculate NAREIT EBITDA for Real Estate, or NAREIT EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, Net loss before Depreciation and amortization; Interest expense; Income tax benefit; Net loss (gain) from sale of real estate; and Adjustment to reflect share of EBITDAre of partially owned entities. NAREIT EBITDAre is a measure commonly used in our industry, and we present NAREIT EBITDAre to enhance investor understanding of our operating performance. We believe that NAREIT 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 NAREIT EBITDAre further adjusted for Acquisition, cyber incident, and other, net; Loss from investments in partially owned entities; Impairment of long-lived assets; Foreign currency exchange loss (gain); Stock-based compensation expense; Loss on debt extinguishment and termination of derivative instruments; Loss (gain) on other asset disposals; Gain on legal settlement related to prior period operations; Project Orion and other software related deferred costs amortization; Reduction in EBITDAre from partially owned entities; and Gain from sale of partially owned entity. 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 NAREIT EBITDAre but which we do not believe are indicative of our core business operations. We calculate Core EBITDA margin as Core EBITDA divided by Total revenues. NAREIT EBITDAre and Core EBITDA are not measurements of financial performance or liquidity under U.S. GAAP, and our NAREIT EBITDAre and Core EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our NAREIT EBITDAre and Core EBITDA as alternatives to Net loss or Net cash provided by operating activities determined in accordance with U.S. GAAP. Our calculations of NAREIT 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 will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.
61
| Reconciliation of Net Loss to NAREIT EBITDAre and Core EBITDA | |||||||||||||||||
| (In thousands) | |||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Net loss | $ | (11,449) | $ | (3,733) | $ | (26,372) | $ | (58,340) | |||||||||
| Adjustments: | |||||||||||||||||
| Depreciation and amortization | 88,023 | 89,362 | 267,467 | 271,106 | |||||||||||||
| Interest expense | 33,931 | 34,255 | 108,293 | 100,865 | |||||||||||||
| Income tax benefit | (6,249) | (828) | (503) | (1,330) | |||||||||||||
| Net loss (gain) from sale of real estate | 143 | — | (11,617) | (3,514) | |||||||||||||
| Adjustment to reflect share of EBITDAre of partially owned entities | 282 | 1,458 | 2,774 | 4,448 | |||||||||||||
| NAREIT EBITDAre | $ | 104,681 | $ | 120,514 | $ | 340,042 | $ | 313,235 | |||||||||
| Adjustments: | |||||||||||||||||
| Acquisition, cyber incident, and other, net | 29,052 | 26,014 | 77,692 | 44,025 | |||||||||||||
| Loss from investments in partially owned entities | 41 | 1,037 | 1,739 | 3,020 | |||||||||||||
| Impairment of long-lived assets | 77 | 2,953 | 5,303 | 2,953 | |||||||||||||
| Foreign currency exchange loss (gain) | 647 | 349 | 676 | (10,599) | |||||||||||||
Stock-based compensation expense(1) | 5,140 | 6,256 | 18,993 | 18,939 | |||||||||||||
| Loss on debt extinguishment and termination of derivative instruments | — | 218 | — | 116,082 | |||||||||||||
| Loss (gain) on other asset disposals | 132 | (470) | 104 | (945) | |||||||||||||
| Gain on legal settlement related to prior period operations | — | — | — | (6,104) | |||||||||||||
| Project Orion and other software related deferred costs amortization | 8,778 | 1,810 | 15,649 | 2,391 | |||||||||||||
| Reduction in EBITDAre from partially owned entities | (282) | (1,458) | (2,774) | (4,448) | |||||||||||||
| Gain from sale of partially owned entity | — | — | (2,420) | — | |||||||||||||
| Core EBITDA | $ | 148,266 | $ | 157,223 | $ | 455,004 | $ | 478,549 | |||||||||
(1)Stock-based compensation expense excludes any non-routine stock compensation expense associated with certain employee awards, which are recognized within Acquisition, cyber incident, and other, net.
LIQUIDITY AND CAPITAL RESOURCES
We currently expect that our principal sources of funding for working capital, facility acquisitions, business combinations, expansions, maintenance and renovation of our properties, development projects, debt service and distributions to our stockholders will include:
•current cash balances;
•cash flows from operations;
•our Senior Unsecured Revolving Credit Facility;
•our Current ATM Equity Program;
•public debt offerings under the Company’s Universal Shelf Registration Statement; 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 and long-term liquidity requirements and capital commitments. These liquidity requirements and capital commitments include:
•operating activities and overall working capital;
62
•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 Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No. 333-270664 and 333-270664-01) (as amended from time to time, 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 and certain subsidiaries of the Company. The Registration Statement was amended on September 3, 2024 to add certain direct and indirect subsidiaries of the Company as co-registrants to the Registration Statement, since each such co-registrant may be a guarantor of some or all of the debt securities of the Operating Partnership with respect to which offers and sales are registered under the Registration Statement.
Public Debt Offerings
On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s 5.409% senior unsecured notes (the “Public 5.409% Notes”) due September 12, 2034. The Public 5.409% Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations, Inc., a wholly-owned subsidiary of the Company and a limited partner of the Operating Partnership (“Americold Realty Operations”), and certain subsidiaries of the Operating Partnership. Further details of this offering are described in “Note 9 - Debt” to the Notes to the Consolidated Financial Statements in our 2024 Annual Report on Form 10-K. The Public 5.409% Notes bear interest at a rate of 5.409% per year, and interest is payable on March 12 and September 12 of each year.
On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s 5.600% senior unsecured notes (the “Public 5.600% Notes”) due May 15, 2032. The Public 5.600% Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations, and certain subsidiaries of the Operating Partnership. The Public 5.600% Notes bear interest at a rate of 5.600% per year, and interest is payable semi-annually on May 15 and November 15 of each year, with the first payment occurring on November 15, 2025. The proceeds from the issuance of the Public 5.600% Notes were used to repay a portion of borrowings previously outstanding.
In connection with the Public 5.600% Notes issuance in April 2025, we executed three treasury lock hedge transactions in March of 2025 to hedge the risk-free treasury yield component of the overall rate ultimately assigned to the $400.0 million public debt offering. The treasury locks were tied to $300.0 million of the principal and secured a treasury yield range of 4.0957% to 4.0985%. The transactions settled on March 25, 2025, when the notes were priced, and included proceeds of $1.3 million, which were recognized as a gain within "Accumulated other comprehensive loss" on the Condensed Consolidated Balance Sheets. These amounts are amortized on a straight-line basis as a decrease to “Interest expense” over the term of the Public 5.600% Notes, beginning in April 2025.
63
In connection with the issuance of the Public 5.600% Notes, we incurred approximately $4.2 million of debt issuance costs. Additionally, the notes were priced at 99.862% of the principal amount which resulted in a discount amount of $0.6 million. The total of debt issuance costs incurred, including the discount, was approximately $4.8 million. The unamortized balance of the debt issuance costs and discount are included in “Senior unsecured notes and term loans - net of deferred financing costs” on the Condensed Consolidated Balance Sheets and totaled $4.5 million as of September 30, 2025. These costs are amortized to “Interest expense” over the term of the Public 5.600% Notes, beginning in April 2025, using the effective interest method.
The Public 5.600% Notes may be redeemed at the option of the Company. Prior to March 15, 2032, the Public 5.600% Notes may be redeemed at our option, in whole or in part, at any time and from time to time, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of (i) 100% of the principal amount of the Public 5.600% Notes being redeemed, or (ii) a make-whole premium calculated in accordance with the indenture, plus, in either case, unpaid interest accrued thereon to, but excluding the redemption date. On or after March 15, 2032, the Public 5.600% Notes may be redeemed at our option, in whole or in part, at any time and from time to time, at a redemption price in cash equal to 100% of the principal amount of the Public 5.600% Notes to be redeemed, plus any unpaid interest accrued thereon to, but excluding, the redemption date.
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 available to us for re-sale. 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 $2.3 million and $1.6 million for the three months ended September 30, 2025 and 2024, and $3.7 million and $3.0 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, we maintained bad debt allowances of approximately $16.8 million and $24.4 million, respectively, which we believe to be adequate. The decrease in the allowance is aligned with the decrease in accounts receivable as of September 30, 2025.
Dividends and Distributions
We are required to distribute 90% of our taxable income (excluding capital gains) on an annual basis in order to continue to qualify as a REIT for federal income tax purposes. Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to stockholders from cash flows from our operating activities. 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. We consider market factors and our performance in addition to REIT requirements in determining distribution levels. We have distributed at least 100% of our taxable income annually since inception to minimize corporate-level federal income taxes. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts, which are consistent with our intention to maintain our status as a REIT.
64
As a result of this distribution requirement, we cannot rely on retained earnings to fund our ongoing operations to the same extent that other companies which are not REITs can. We may need to continue to raise capital in the debt and equity markets to fund our working capital needs, as well as potential developments in new or existing properties, acquisitions or investments in existing or newly created joint ventures. In addition, we may be required to use borrowings under our revolving credit facility, if necessary, to meet REIT distribution requirements and maintain our REIT status.
On September 3, 2025, the Company’s Board of Directors declared a 5% increase in the dividend, as compared to the prior year, to $0.23 per share for the third quarter of 2025, which was paid on October 15, 2025 to common stockholders of record as of September 30, 2025.
For further information regarding dividends and distributions, refer to our Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K as filed with the SEC.
Outstanding Indebtedness
The following table summarizes our outstanding indebtedness as of September 30, 2025:
Debt Summary by Interest Rate Type: | (In thousands) | ||||
Fixed interest rate(1) | $ | 3,554,881 | |||
Variable interest rate - unhedged | 364,758 | ||||
Total senior unsecured notes, term loans and borrowings under revolving credit facility | 3,919,639 | ||||
| Sale-leaseback financing obligations | 75,924 | ||||
| Financing lease obligations | 132,008 | ||||
| Total debt and debt-like obligations | $ | 4,127,571 | |||
| Percent of total debt and debt-like obligations: | |||||
Fixed rate(1) | 91.2 | % | |||
| Variable rate | 8.8 | % | |||
Effective interest rate as of September 30, 2025(2) | 4.15 | % | |||
(1)The total includes borrowings with a variable interest rate that have been effectively hedged through interest rate swaps, Sale-leaseback financing obligations and Financing lease obligations.
(2)The effective interest rate presented includes the amortization of deferred financing costs and is based on the hedged rates for the $375.0 million Senior Unsecured Term Loan A Facility Tranche A-1, the C$250.0 million Senior Unsecured Term Loan A Facility Tranche A-2, and the $270.0 million Senior Unsecured Term Loan A Facility Tranche A-3. All other debt instruments are based on contractual rates. This rate excludes contractual rates associated with the sale leaseback and financing obligation debt like instruments shown in the table above.
The variable rate debt shown above bears interest at interest rates based on various SOFR, CORRA, BBSW, EURIBOR, and BKBM rates, depending on the respective agreement governing the debt, including our global revolving credit facilities. As of September 30, 2025, our debt, excluding Sale-leaseback financing obligations and Financing lease obligations, had a weighted average term to maturity of approximately 4.6 years, assuming exercise of extension options.
For further information regarding outstanding indebtedness, refer to Note 4 - Debt, Note 5 - Derivative Financial Instruments and Note 9 - Accumulated Other Comprehensive Loss to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
65
Aggregate Future Repayments of Indebtedness
The aggregate maturities of indebtedness, excluding sale-leaseback financing obligations and financing lease obligations, as of September 30, 2025 for each of the next five years and thereafter, are as follows:
Twelve months ending September 30:(1) | (In thousands) | ||||
| 2026 | $ | 939,758 | |||
| 2027 | — | ||||
| 2028 | 449,596 | ||||
| 2029 | 400,000 | ||||
| 2030 | 350,000 | ||||
| Thereafter | 1,780,285 | ||||
Aggregate principal amount of indebtedness | 3,919,639 | ||||
Less: unamortized deferred financing costs | (16,585) | ||||
Total indebtedness, net of deferred financing costs | $ | 3,903,054 | |||
(1)$200.0 million of the debt listed to mature by September 30, 2026 represents the Senior Unsecured Private Series A Notes. $375.0 million of the debt listed to mature by September 30, 2026 represents the Senior Unsecured Term Loan A Facility Tranche A-1. The terms of this agreement include an option for two twelve-month extensions past the original contractual maturity date in August of 2025. In June 2025, the Company exercised the first twelve-month extension, which extended the maturity date to August of 2026. The Company retains the right to exercise the second twelve-month extension to extend the maturity date to August of 2027. The remaining $364.8 million listed to mature by September 30, 2026 represents outstanding borrowings on the Senior Unsecured Revolving Credit Facility. The terms of this agreement include an option for two six-month extensions past the contractual maturity date in August of 2026.
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 (Positive 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 2024 Annual Report on Form 10-K.
Maintenance Capital Expenditures and Repair and Maintenance Expenses
We utilize a strategic approach to maintenance capital expenditures and repair and maintenance expenses to maintain the high quality and operational efficiency of our warehouses and equipment and ensure that our assets meet the “mission-critical” role they serve in the cold chain. The Company assesses its capital expenditure requirements regularly to ensure that it meets maintenance obligations in a timely manner.
Maintenance Capital Expenditures
Maintenance capital expenditures are capitalized funds used to uphold and extend the useful life of assets, resulting in future economic benefits. These expenditures relate to routine and recurring maintenance that are essential to sustain current operations. This includes the cost to purchase and install, repair, or construct assets when it results in a useful life longer than one year and the cost per asset is over a de minimis threshold.
66
Examples of maintenance capital expenditures related to real estate are roof replacements, refrigeration equipment refurbishment, and racking system repairs. Examples of maintenance capital expenditures related to personal property include expenditures on material handling equipment and transportation assets. Examples of maintenance capital expenditures related to information technology include maintenance on existing servers, networking equipment and minor software updates.
Repair and Maintenance Expenses
We incur repair and maintenance expenses that include costs of routine maintenance and repairs that do not materially extend the useful life of the asset and minor replacements with an asset value that are less than a de minimis threshold. These expenditures are included as an operating expense in our statement of operations. Examples of repair and maintenance expenses include ordinary repairs on roofs, racking, refrigeration and material handling equipment.
The following table sets forth our repair and maintenance expenses for the three and nine months ended September 30, 2025 and 2024.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Real estate | $ | 11,633 | $ | 10,579 | $ | 32,628 | $ | 35,516 | |||||||||||||||
| Personal property | 19,132 | 22,445 | 60,271 | 57,668 | |||||||||||||||||||
| Total repair and maintenance expenses | $ | 30,765 | $ | 33,024 | $ | 92,899 | $ | 93,184 | |||||||||||||||
External Growth and Integration Capital Expenditures
External growth and integration capital expenditures refer to investments to expand our operations and enhance market position through mergers and acquisitions. These expenditures typically include costs associated with acquiring new businesses, integrating operational systems, rebranding, and upgrading infrastructure to our standards. Unlike organic growth, which focuses on internal development through existing resources and capabilities, external growth strategies rely on leveraging external assets and synergies to drive value creation and achieve strategic objectives.
The Company completed the Houston acquisition on March 17, 2025 for total cash consideration of $108.4 million. The strategic benefits of the acquisition include the ability to accommodate a significant high-turn retail fixed committed customer.
Expansion, Development and Organic Capital Expenditures
Expansion, development and organic growth capital expenditures refer to investments to enhance our existing operations and increase storage capacity. Examples of capital expenditures associated with expansion, development and organic growth are warehouse and pallet position expansion, expansion of drop lots, greenfield developments, and purchase of leased facilities.
67
Customer Attraction and Retention Capital Expenditures
Customer attraction and retention capital expenditures refer to investments that enhance customer engagement, satisfaction, and loyalty to drive revenue growth for new and existing customers and reduce customer churn. These expenditures include replacing existing components of assets before the end of their functional lives, improvements to warehouse configurations to provide a more customer-friendly experience, and improvements to outdoor facades.
Technological Upgrades and Enhancements
Technological upgrades and enhancements refer to investments aimed at improving our technological infrastructure and capabilities to increase efficiency, productivity, and competitiveness. This category includes investments in hardware, software, and systems that automate processes, enhance data analytics, and improve cyber security. This category also includes sustainability initiatives including the installation of LED lighting, solar panels, hydrogen fuel cells, high speed dock doors, and other asset modernization.
The following table sets forth our total capital expenditures for the three and nine months ended September 30, 2025 and 2024.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Maintenance | $ | 15,564 | $ | 22,590 | $ | 47,646 | $ | 63,355 | |||||||||||||||
| External growth and integration | — | — | 108,448 | — | |||||||||||||||||||
| Expansion, development and organic growth | 140,858 | 64,981 | 412,327 | 127,814 | |||||||||||||||||||
| Technological upgrades and enhancements | 3,590 | 4,724 | 13,425 | 8,463 | |||||||||||||||||||
Total capital expenditures(1) | $ | 160,012 | $ | 92,295 | $ | 581,846 | $ | 199,632 | |||||||||||||||
(1) Capital expenditures in the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 include $32.5 million of costs accrued as of December 31, 2024 and paid during the nine months ended September 30, 2025. Such expenditures exclude $72.9 million of costs accrued during the nine months ended September 30, 2025 that will be paid in a future period.
Capitalized Interest and Other Costs
We incurred capitalized interest of $9.3 million and $4.6 million for the three months ended September 30, 2025 and 2024, respectively, and $19.4 million and $12.1 million for the nine months ended September 30, 2025 and 2024, respectively, which is included in the capital expenditures noted in the table above. We also incurred capitalized compensation and travel expense aggregating to $10.4 million and $8.9 million during the three months ended September 30, 2025 and 2024, respectively, and $29.4 million and $19.0 million during the nine months ended September 30, 2025 and 2024, respectively.
CRITICAL ACCOUNTING ESTIMATES
Refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2024 Annual Report on 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 2024 Annual Report on Form 10-K.
68
HISTORICAL CASH FLOWS
The following summary discussion of our cash flows is based on the Condensed Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (In thousands) | |||||||||||
| Net cash provided by operating activities | $ | 229,434 | $ | 249,272 | |||||||
| Net cash used in investing activities | $ | (511,191) | $ | (206,447) | |||||||
Net cash provided by (used in) financing activities | $ | 263,398 | $ | (41,777) | |||||||
Operating Activities
For the nine months ended September 30, 2025, our net cash provided by operating activities was $229.4 million, a decrease of $19.8 million compared to $249.3 million for the nine months ended September 30, 2024. This decrease was primarily driven by a $10.9 million decrease in total segment contribution on a constant currency basis, higher expenses associated with the implementation of Project Orion, and other increased expenses associated with non-routine transactions recognized within Acquisition, cyber incident, and other, net. These impacts were partially offset by other favorable changes in net working capital (as compared to the impact of changes in working capital in the prior period).
Investing Activities
Net cash used in investing activities was $511.2 million for the nine months ended September 30, 2025. Additions to property, buildings, and equipment were $434.5 million, reflecting capitalized maintenance expenditures and investments in our various expansion and development projects. Additionally, the Company completed the Houston acquisition for total cash consideration of $108.4 million. Refer to Note 2 - Business Combinations to these Condensed Consolidated Financial Statements for further details of this transaction. Other investing activities included cash outflows of $19.7 million associated with a loan to the RSA joint venture. Cash provided by investing activities consisted of $27.5 million of total proceeds from the sale of the equity interest in the SuperFrio joint venture, as well as $25.5 million of total proceeds primarily related to the sale of certain facilities.
Net cash used in investing activities was $206.4 million for the nine months ended September 30, 2024. Additions to property, buildings, and equipment were $204.3 million, reflecting capitalized maintenance expenditures and investments in our various expansion and development projects. Additionally, we invested $11.4 million in a loan to the RSA joint venture. This was partially offset by proceeds from a sold facility of $9.3 million.
Financing Activities
Net cash provided by financing activities was $263.4 million for the nine months ended September 30, 2025. Cash provided by financing activities consisted of $400.0 million public debt offering and $456.3 million in proceeds from our Senior Unsecured Revolving Credit Facility, a portion of which was used to fund the Houston acquisition. Cash used in financing activities consisted of $195.7 million for quarterly dividend payments, $366.0 million in repayments on our Senior Unsecured Revolving Credit Facility, and $27.4 million in finance lease repayments.
69
Net cash used in financing activities was $41.8 million for the nine months ended September 30, 2024. Cash used in financing activities consisted of $885.3 million in repayments to our Senior Unsecured Revolving Credit Facility, $189.2 million for quarterly dividend payments, $191.0 million related to the facilities accounted for as failed sale-leaseback, and $33.9 million in aggregate lease repayments. Cash provided by financing activities primarily consisted of $759.2 million in proceeds from our Senior Unsecured Revolving Credit Facility and $500.0 million in proceeds from our Public Senior Unsecured Notes offering, which were used to repay a portion of the borrowings outstanding under the Senior Unsecured Revolving Credit Facility and to fund issuance costs related to the offering.
NEW ACCOUNTING PRONOUNCEMENTS
Refer to Note 1 - General to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION
On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s Public 5.409% Notes due September 12, 2034. Interest is payable on March 12 and September 12 of each year, with the first payment made on March 12, 2025.
On April 3, 2025, we completed an underwritten public offering of $400.0 million aggregate principal amount of the Operating Partnership’s Public 5.600% Notes due May 15, 2032. Interest is payable on May 15 and November 15 of each year, with the first payment occurring on November 15, 2025.
On the date of issuance of both the Public 5.409% Notes and the Public 5.600% Notes, each of the Company and Americold Realty Operations, Inc. (together, the “Parent Guarantors”), and each of Nova Cold Logistics, Americold Australian Holdings and Icecap Properties NZ Limited (the “Subsidiary Guarantors” and together with the Parent Guarantors, the “Initial Guarantors”), jointly and severally, fully and unconditionally guaranteed the Operating Partnership’s obligations under the Public 5.409% Notes and the Public 5.600% Notes, including the due and punctual payment of principal of, and premium, if any, and interest on, the Public 5.409% Notes and the Public 5.600% Notes.
The following table contains the summarized financial information of the Initial Guarantors and the Operating Partnership (collectively, the “Obligor Group”) on a combined basis after the elimination of intercompany balances and transactions between entities in the Obligor Group as of September 30, 2025 and December 31, 2024 and for the nine months ended September 30, 2025:
70
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands) | |||||||||||
| Total Assets | $ | 5,745,665 | $ | 5,720,217 | |||||||
| Receivables from sales to subsidiaries other than the initial guarantors | $ | — | $ | — | |||||||
Total Liabilities | $ | 4,295,970 | $ | 3,552,290 | |||||||
| Nine Months Ended September 30, 2025 | |||||
| (In thousands) | |||||
Total Revenues | $ | 1,174,233 | |||
| Revenues from sales to subsidiaries other than the initial guarantors | $ | — | |||
| Operating Income | $ | 64,077 | |||
Net loss from continuing operations | $ | (38,102) | |||
Net loss attributable to the entity | $ | (38,102) | |||
Separate consolidated financial statements of the Operating Partnership have not been presented in accordance with Rule 3-10 of Regulation S-X and Rule 12h-5 under the Securities and Exchange Act of 1934.
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 September 30, 2025, 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 adjusted one-month SOFR (which includes an adjustment of 0.10%) for the USD tranches and adjusted daily CORRA (which includes an adjustment of 0.30%) for the CAD tranche. These rates are also subject to contractual margins of 0.94%. Additionally, 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 our CAD-denominated term loan at a rate of 4.53%.
Additionally, as of September 30, 2025, we had $52.0 million, C$80.0 million, €70.5 million, A$207.5 million, and NZ$61.0 million outstanding of Senior Unsecured Revolving Credit Facility draws. At September 30, 2025, adjusted daily SOFR (which includes an adjustment of 0.10%) (USD) was approximately 4.24%, adjusted daily CORRA (which includes an adjustment of 0.30%) (CAD) was approximately 2.85%, one-month BBSW (AUD) was approximately 3.59%, one-month EURIBOR (Euro) was approximately 1.91%, and one-month BKBM (NZD) was approximately 3.10%. These rates are also subject to contractual margins of 0.84%. The interest rate paid on borrowings can never drop below 0.0%. 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 $3.6 million, and a 100 basis point decrease in market interest rates would result in a $3.6 million decrease in annual interest expense. Our interest rate risk exposure at September 30, 2025 was not materially different than what we disclosed in our 2024 Annual Report on Form 10-K as filed with the SEC.
71
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 September 30, 2025 was not materially different than what we disclosed in our 2024 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 2024 Annual Report on Form 10-K, is hereby incorporated by reference in this Quarterly Report on Form 10-Q.
Item 4. Controls and Procedures
Evaluation of Controls and Procedures
In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended September 30, 2025 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 additional information.
Item 1A. Risk Factors
Investing in our securities involves risks and uncertainties. You should consider and read the information contained in our 2024 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 2024 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. As of September 30, 2025, no material changes had occurred to the risk factors previously disclosed in our 2024 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
72
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
During the three months ended September 30, 2025, none of the Company’s directors or officers adopted, modified terminated
Item 6. Exhibits
Index to Exhibits
| Exhibit No. | Description | |||||||
| 101 | The following financial statements of Americold Realty Trust’s Form 10-Q for the quarter ended September 30, 2025, formatted in XBRL interactive data files: (i) Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024; (ii) Condensed Consolidated Income Statements for the three and nine months ended September 30, 2025 and 2024; (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024; (iv) Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2025 and 2024; (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024; and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
* Filed herewith.
** Furnished herewith.
# Management compensatory plan
73
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: | November 6, 2025 | By: | /s/ E. Jay Wells | |||||||||||
| Name: | E. Jay Wells | |||||||||||||
| Title: | Chief Financial Officer and Executive Vice President | |||||||||||||
| (On behalf of the registrant and as principal financial officer) | ||||||||||||||
74
10 Glenlake Parkway | Suite 600, South Tower | Atlanta, GA 30328 | USA | p. +1.678.441.1400 | f. +1.678.441.6824 | www.americold.com August 25, 2025 Robert Chambers Deliver via E-Mail Dear Rob, It is my pleasure to submit to you this employment offer with Americold (the “Company”), which shall replace the terms of your current employment agreement dated as of November 4, 2021. Based on your position, the following offer provisions should be attractive and can be summarized within these points: • The position being offered is Chief Executive Officer, effective on the date you are appointed by the Board of Directors, which is expected to be September 1, 2025. • You will report to our Board of Directors and are expected to participate as a member of the Board of Directors, subject to being elected by the Board of Directors. • You will continue to be located out of our corporate office in Atlanta, GA. • Your annual base salary will be $1,000,000, which will be reviewed on an annual basis and paid in accordance with our U.S. bi-weekly payroll practices. • You will continue to be eligible for our Annual Incentive Plan (“AIP”) which allows for an annual incentive compensation opportunity for meeting stated performance goals. Your target bonus will now be 160% of your base salary, which will be reviewed on an annual basis and paid in accordance with the terms of the AIP. • You will continue to be eligible to participate in the Americold Realty Trust 2017 Equity Incentive Plan (the “Plan”) in such amounts and at such times as the Compensation Committee of the Board of Directors shall determine at its sole discretion. All awards will be reviewed annually and subject to the terms and conditions of the Plan. Subject to the final approval of the Compensation Committee and Board of Directors, the terms of the Plan and associated grant documentation: o On September 1, 2025, you would receive a one-time Restricted Stock Unit grant with a value of $575,000, which will vest in ratably over a 3-year period from the grant date. o It is anticipated that your 2026 annual grant, which includes a combination of time-based and performance- based Restricted Stock Units, will have a target value of $3,750,000, subject to the final approval of the Compensation Committee and Board of Directors. • You will continue to be provided with a competitive benefit plan which includes paid medical/dental/vision for you and your dependents through our Executive Health program. Additionally, we offer life insurance, disability, 401(k) and other benefits. Your current benefits elections for 2025 will remain unchanged. • You will continue to be eligible for 25 days Paid Time Off per calendar year in accordance with the Company’s policy, as well as 7 paid holidays and 2 floating holidays. • Additional details such as notice to leave the Company, our Restrictive Covenants and Mandatory Arbitration Agreement and any other termination provisions will be found in our Executive Severance Benefits Plan, which will be provided to you separately and you will be required to sign. 6
10 Glenlake Parkway | Suite 600, South Tower | Atlanta, GA 30328 | USA | p. +1.678.441.1400 | f. +1.678.441.6824 | www.americold.com • Please note that your employment with Americold is “at will”. You have the right to review this job offer with anyone you choose, and the Company will reimburse you for the reasonable costs associated with such review. Rob, all of us are excited about the opportunities ahead and the contributions you are making with Americold. The team looks forward to making your transition to your new role as smooth as possible. With best regards, /s/ Samantha Charleston Samantha Charleston EVP & Chief Human Resources Officer cc: Lisa Chasey, Nathan Harwell Please sign below to confirm your understanding and acceptance of the above terms and conditions of the offer. Signature: Date: 7 /s/ Robert S. Chambers August 25, 2025
2 Employee would otherwise have received for the 2025 fiscal year, which shall be calculated based on actual performance and paid at the same time as other annual incentive is payable to active employees of the Company. 3. No Consideration Absent Execution of this Retirement Agreement. Employee understands and agrees that Employee would not receive the monies and/or benefits specified in Section 2, except for Employee’s execution of this Retirement Agreement and the fulfillment of the promises contained herein. 4. General Release, Claims Not Released and Related Provisions. a. General Release of All Claims. Employee knowingly and voluntarily releases and forever discharges Americold, its parent corporation, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and their current and former employees, attorneys, officers, trustees, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Retirement Agreement, including, but not limited to, any alleged violation of: Title VII of the Civil Rights Act of 1964 and Civil Rights Act of 1991; Sections 1981 through 1988 of Title 42 of the United States Code; The Employee Retirement Income Security Act of 1974 ("ERISA") (as modified below); The Immigration Reform and Control Act; The Americans with Disabilities Act of 1990; The Age Discrimination in Employment Act of 1967 (“ADEA”); The Occupational Safety and Health Act; The Worker Adjustment and Retraining Notification Act; The Sarbanes-Oxley Act of 2002; The Fair Credit Reporting Act; The Family and Medical Leave Act; The Equal Pay Act; The Genetic Information Nondiscrimination Act of 2008; any other federal, state or local law, rule, regulation, or ordinance;
3 any public policy, contract, tort, or common law; or any other basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters. b. Claims Not Released. Employee is not waiving any rights Employee may have to: (a) Employee’s own vested accrued employee benefits under the current Americold’s health, welfare, or retirement benefit plans as of the Retirement Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by executing this Retirement Agreement; (d) enforce this Retirement Agreement; and/or (e) challenge the validity of this Retirement Agreement. c. Governmental Agencies. Nothing in this Retirement Agreement prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency (e.g. EEOC, NLRB, SEC., etc.), nor does anything in this Retirement Agreement preclude, prohibit, or otherwise limit, in any way, Employee’s rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies. d. Collective/Class Action Waiver. If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi- party action or proceeding based on such a claim in which Americold or any other Releasee identified in this Retirement Agreement is a party. 5. Acknowledgments and Affirmations. a. Employee affirms that Employee has not filed or caused to be filed and is not a party to any claim, complaint, or action against any of the Released Parties in any forum or form. b. Employee also affirms that Employee has been paid or has received all compensation, wages, bonuses, commissions and benefits to which Employee may be entitled and that no other compensation, wages, bonuses, commissions or benefits are due to Employee. c. Employee also affirms that Employee is not entitled to any payments or benefits under the Americold Logistics, LLC Severance Benefits Plan. d. Employee further affirms that Employee has no known workplace injuries or occupational diseases. Employee also affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws. e. Employee also affirms that Employee has not been retaliated against for reporting any allegations of wrongdoing by Americold or any of its officers, trustees, directors or employees including, but not limited to, allegations of corporate fraud. f. Employee further affirms that all of Americold’s decisions regarding Employee’s pay and benefits through the date of Employee’s execution of this Retirement Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law.
4 g. Employee acknowledges that no provision of this Retirement Agreement or any other agreement between Employee and the Company shall be construed to prohibit or otherwise restrict Employee from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information. 6. Confidentiality of this Retirement Agreement. a. Employee agrees that Employee will not publicize or disclose or knowingly permit or authorize the publicizing or disclosure of the negotiations leading up to this Retirement Agreement to any person or entity, for any reason, at any time, without the prior written consent of Americold, except as authorized herein, unless otherwise compelled by operation of law. The parties acknowledge their intention that the provisions of this Section create no liability for disclosures made: (i) by persons from public information released prior to Employee’s execution of this Retirement Agreement; (ii) to enforce the terms of this Retirement Agreement; or (iii) as otherwise compelled by operation of law. Further, neither this confidentiality provision or confidentiality provisions contained in any existing confidentiality agreement shall be construed to prohibit or otherwise restrict Employee from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information. b. The foregoing notwithstanding, Employee acknowledges that this Section constitutes a material inducement to Americold to enter into this Retirement Agreement and represents that Employee has not directly or indirectly disclosed this Retirement Agreement, its contents, or any facts pertaining to the parties’ negotiations to any third party prior to Employee’s execution of this Retirement Agreement. c. Employee is permitted to disclose the information protected by this Section to Employee’s spouse/partner, attorneys, accountants, tax advisors and health care providers. However, should such individuals disclose such information, Employee understands and acknowledges that it shall be as if Employee violated this Section. Employee is also permitted to disclose the amount of consideration set forth in Section 2 above, as required by law, to governmental taxing authorities. In response to inquiries from third parties which would require the disclosure of this Retirement Agreement, Employee will state only that Employee cannot talk about it. d. It is agreed that in the event of a breach of the provisions of this Section by Employee, it would be impractical or extremely difficult to fix actual damages to Americold. Therefore, Employee agrees that in the event of such a breach, Employee shall pay to Americold, as liquidated damages, and not as penalty, the sum of 10% of the amounts paid per Section 2, per breach which represents reasonable compensation to Americold for the loss incurred because of such a breach. 7. Return/Protection of Property and Information; Pre-Existing Agreements. a. Employee will return Company Property as set forth in Employee’s Restrictive Covenant Agreements. Within three (3) calendar days of Employee’s execution of this Retirement Agreement, Employee will return all Company documents and property currently in Employee’s possession including, but without limitation, cardkey passes, door and file keys, safe combinations, and computer access that Employee has, received, or prepared or helped to prepare in connection with Employee’s employment with the Company. b. Employee also affirms that Employee is in possession of all of Employee’s property that Employee had at the Company’s premises and that the Company is not in possession of any of Employee’s
5 property. c. The parties acknowledge and agree that the terms and conditions set forth in any Americold Proprietary and Confidential Information Agreement and/or in Employee’s Restrictive Covenant Agreements shall remain in full force and effect following execution of this Retirement Agreements. Employee affirms and acknowledges that Employee has reviewed the Restrictive Covenant Agreements and each of its terms, and Employee represents and warrants that Employee is and will remain in compliance with all such terms. 8. References. Employee shall direct all individuals inquiring about Employee’s employment with the Company to The Work Number, which will follow the Company’s policy by responding with Employee’s last position and dates of employment and can be accessed at www.theworknumber.com or . If proof of employment plus income is needed, Employee will need to create a Salary Key in The Work Number system as well, granting the vendor access to Employee’s income information. 9. Non-Competition; Non-Solicitation of Employees and Customers; Mandatory Arbitration. Employee acknowledges and warrants that Employee shall remain bound by all continuing obligations in any agreement or other documents with the Company, including, without limitation, the Employment Agreement between Employee and the Company dated November 2, 2021 (the “Employment Agreement”) and Employee’s Restrictive Covenant and Mandatory Arbitration Agreement, which shall in no way be altered, modified, enhanced, diminished or amended by this Retirement Agreement except as set forth on Exhibit C (the restrictive covenants set forth in the Employment Agreement, the Restrictive Covenant and Mandatory Arbitration Agreement, as amended pursuant to Exhibit C, collectively referred to herein as the “Restrictive Covenant Agreements”). In executing this Retirement Agreement, Employee reaffirms and reacknowledges the binding and continuing nature of Employee’s obligations and covenants as set forth in the Restrictive Covenant Agreements. 10. Transition/Duty to Cooperate. Employee agrees to cooperate with Company in an orderly transition of Employee’s current matters and projects. Employee agrees to cooperate with Company and its attorneys in connection with any claim, litigation or other proceeding arising out of or relating to matters with which Employee was involved prior to the termination of Employee's employment. 11. Non-admission of Wrongdoing. The parties agree that neither this Retirement Agreement nor the furnishing of the consideration for this Retirement Agreement shall be deemed or construed at any time for any purpose as an admission by the Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind. 12. Liens and Attorneys’ Fees/Indemnification. a. Employee acknowledges that Employee solely is responsible for any liens made in connection with any services performed on Employee’s behalf by any attorney, consultant, health care providers or other third parties. b. Employee further acknowledges and agrees that Employee will indemnify the Releasees for any and all costs any of them incur as a result of any breach of this Retirement Agreement by Employee, including attorneys’ fees and all costs paid to any consultants, health care providers, or other third parties. 13. Governing Law and Interpretation. All disputes, claims, and any other matters arising
8 Executed on _________________ ____________________________________ GEORGE CHAPPELLE EXECUTED WITH RESPECT TO ADEA CLAIMS Executed on _________________ ____________________________________ GEORGE CHAPPELLE TOWER, ATLANTA, GA 30328 AFTER EMPLOYEE SIGNS THIS RETIREMENT AGREEMENT AND GENERAL RELEASE. IF THE LAST DAY OF THE REVOCATION PERIOD FALLS ON A SUNDAY OR LEGAL HOLIDAY IN THE STATE OF GEORGIA, THEN THE REVOCATION PERIOD SHALL NOT EXPIRE UNTIL THE NEXT FOLLOWING DAY WHICH IS NOT A SUNDAY OR LEGAL HOLIDAY. IF EMPLOYEE REVOKES THIS RETIREMENT AGREEMENT WITH RESPECT TO ADEA CLAIMS DURING THE REVOCATION PERIOD, IT BECOMES NULL AND VOID IN ITS ENTIRETY, ALTHOUGH SUCH REVOCATION DOES NOT AND SHALL NOT IMPACT ANY OTHER PART OF THIS RETIREMENT AGREEMENT OR ANY OTHER AGREEMENT BETWEEN COMPANY AND EMPLOYEE. IF EMPLOYEE DOES NOT REVOKE THIS RETIREMENT AGREEMENT WITH RESPECT TO ADEA CLAIMS, AFTER THE EXPIRATION OF THE REVOCATION PERIOD, IT BECOMES FINAL WITH RESPECT TO ADEA CLAIMS. THE FOREGOING NOTWITHSTANDING, THIS RETIREMENT AGREEMENT SHALL NOT BECOME EFFECTIVE AND ENFORCEABLE WITH RESPECT TO ADEA CLAIMS UNTIL THE SEVEN-DAY REVOCATION PERIOD HAS EXPIRED AND A LETTER IN THE FORM ATTACHED AS “ATTACHMENT A” DATED AND SIGNED NO SOONER THAN EIGHT DAYS AFTER EMPLOYEE EXECUTES THIS RETIREMENT AGREEMENT, HAS BEEN RECEIVED BY THE COMPANY’S DESIGNATED REPRESENTATIVE. EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS RETIREMENT AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD FOR REVIEWING ADEA CLAIMS. EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS RETIREMENT AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES. 8/25/25 8/25/25 /s/ George Chappelle /s/ George Chappelle
9 Executed on AMERICOLD LOGISTICS, LLC By: MARK PATTERSON CHAIRMAN OF THE BOARD, AMERICOLD LOGISTICS, LLC 8/25/25 /s/ Mark Patterson
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert S. Chambers, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Americold Realty Trust, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 6, 2025
/s/ Rob Chambers | ||
Robert S. Chambers | ||
Chief Executive Officer and Director | ||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jay Wells, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Americold Realty Trust, Inc.
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-1 5(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-1 5(f) and 15d-1 5(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 6, 2025
/s/ E. Jay Wells | ||
E. Jay Wells | ||
Chief Financial Officer and Executive Vice President | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of Americold Realty Trust, Inc. (the “Company”) for the fiscal period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert S. Chambers, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 6, 2025
/s/ Rob Chambers | ||
Robert S. Chambers | ||
Chief Executive Officer and Director | ||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of Americold Realty Trust, Inc. (the “Company”) for the fiscal period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jay Wells, Chief Financial Officer and Executive Vice President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1.The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 6, 2025
/s/ E. Jay Wells | ||
E. Jay Wells | ||
Chief Financial Officer and Executive Vice President | ||