Americold Realty Trust 10-Q for FY2024 Q3
Americold Realty Trust (COLD)
10-Q
2024-11-07
For: 2024-09-30
View Original
Added on
April 06, 2026
About this 10-Q
Americold Realty Trust filed this 10-Q on November 7, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).
Headline figures
Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $674.17M
- up 0.9% from $667.94M a year earlier
- Net loss
- $3.73M
- compared with a net loss of $2.09M a year earlier
- Diluted EPS
- -$0.01
- 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 5, 2024 | |||||||
| 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 (check one): | |||||||||||||||||||||||||||||||||||||||||||||||
| x | ☐ | Accelerated filer | |||||||||||||||||||||||||||||||||||||||||||||
| ☐ | Non-accelerated filer | Smaller reporting company | |||||||||||||||||||||||||||||||||||||||||||||
| Emerging growth company | |||||||||||||||||||||||||||||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | |||||||||||||||||||||||||||||||||||||||||||||||
| Yes | ¨ | No | ¨ | ||||||||||||||||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) | |||||||||||||||||||||||||||||||||||||||||||||||
| Yes | No | x | |||||||||||||||||||||||||||||||||||||||||||||
TABLE OF CONTENTS | |||||
| Page | |||||
| PART I - FINANCIAL INFORMATION | |||||
| Item 1. Financial Statements | |||||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | |||||
| Item 4. Controls and Procedures | |||||
| PART II - OTHER INFORMATION | |||||
| Item 1. Legal Proceedings | |||||
| Item 1A. Risk Factors | |||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | |||||
| Item 3. Defaults Upon Senior Securities | |||||
| Item 4. Mine Safety Disclosures | |||||
| Item 5. Other Information | |||||
| Item 6. Exhibits | |||||
| SIGNATURES | |||||
1
PART I - FINANCIAL INFORMATION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following:
•rising inflationary pressures, increased interest rates and operating costs;
•labor and power costs;
•labor shortages;
•our relationship with our associates, the occurrence of any work stoppages or any disputes under our collective bargaining agreements and employment related litigation;
•the impact of supply chain disruptions;
•risks related to rising construction costs;
•risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof;
•uncertainty of revenues, given the nature of our customer contracts;
•acquisition risks, including the failure to identify or complete attractive acquisitions or failure to realize the intended benefits from our recent acquisitions;
•difficulties in expanding our operations into new markets;
•uncertainties and risks related to public health crises;
•a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes;
•risks related to implementation of the new ERP system;
•defaults or non-renewals of significant customer contracts;
•risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations;
•changes in applicable governmental regulations and tax legislation;
•risks related to current and potential international operations and properties;
•actions by our competitors and their increasing ability to compete with us;
•changes in foreign currency exchange rates;
•the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with our use of third-party trucking service providers to provide transportation services to our customers;
•liabilities as a result of our participation in multi-employer pension plans;
•risks related to the partial ownership of properties, including our JV investments;
•risks related to natural disasters;
•adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry;
•changes in real estate and zoning laws and increases in real property tax rates;
•general economic conditions;
2
•risks associated with the ownership of real estate generally and temperature-controlled warehouses in particular;
•possible environmental liabilities;
•uninsured losses or losses in excess of our insurance coverage;
•financial market fluctuations;
•our failure to obtain necessary outside financing on attractive terms, or at all;
•risks related to, or restrictions contained in, our debt financings;
•decreased storage rates or increased vacancy rates;
•the potential dilutive effect of our common stock offerings, including our ongoing at the market program;
•the cost and time requirements as a result of our operation as a publicly traded REIT; and
•our failure to maintain our status as a REIT.
The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in other sections of this Quarterly Report on Form 10-Q. Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements may contain such words. We qualify any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and other reports filed with the Securities and Exchange Commission, could cause our actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except to the extent required by law.
As used in this report, unless the context otherwise requires, references to “we,” “us,” “our” and “the Company” refer to Americold Realty Trust, Inc., a Maryland corporation, and its consolidated subsidiaries, including Americold Realty Operating Partnership, L.P., a Delaware limited partnership and the subsidiary through which we conduct our business, which we refer to as “our Operating Partnership” or “the Operating Partnership,” and references to “common stock” refer to our common stock, $0.01 par value per share.
In addition, unless otherwise stated herein, when we refer to “cubic feet” in one of our temperature-controlled facilities, we refer to refrigerated cubic feet (as opposed to total cubic feet, refrigerated and otherwise) therein.
3
| Item 1. Financial Statements | |||||||||||
| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||
| Condensed Consolidated Balance Sheets (Unaudited) | |||||||||||
| (In thousands, except shares and per share amounts) | |||||||||||
| September 30, 2024 | December 31, 2023 | ||||||||||
| 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 revenue | |||||||||||
| 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, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| 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 | |||||||||||||||||||||||
| Loss (gain) from sale of real estate | ( | ( | |||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Loss on debt extinguishment and termination of derivative instruments | ( | ( | ( | ( | |||||||||||||||||||
| Loss from investments in partially owned entities | ( | ( | ( | ( | |||||||||||||||||||
| Impairment of related party loan receivable | ( | ||||||||||||||||||||||
| Loss on put option | ( | ||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Loss from continuing operations before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax (expense) benefit: | |||||||||||||||||||||||
| Current income tax | ( | ( | ( | ( | |||||||||||||||||||
| Deferred income tax | |||||||||||||||||||||||
| Total income tax benefit | |||||||||||||||||||||||
| Net loss: | |||||||||||||||||||||||
| Net loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Gain (loss) from discontinued operations, net of tax | ( | ||||||||||||||||||||||
| 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 from continuing operations - basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per common share from discontinued operations - basic | ( | ||||||||||||||||||||||
| Basic loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per common share from continuing operations - diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Net loss per common share from discontinued operations - diluted | ( | ||||||||||||||||||||||
| Diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
5
| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||||||||||||||
| Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) | |||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive (loss) income - net of tax: | |||||||||||||||||||||||
| Adjustment to accrued pension liability | ( | ( | ( | ( | |||||||||||||||||||
| Unrealized net gain (loss) on foreign currency | ( | ( | ( | ||||||||||||||||||||
| Unrealized net (loss) gain on cash flow hedges | ( | ( | |||||||||||||||||||||
| Other comprehensive (loss) income - net of tax attributable to Americold Realty Trust, Inc. | ( | ( | |||||||||||||||||||||
| Other comprehensive (loss) income 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) Income | Noncontrolling Interests | ||||||||||||||||||||
| 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 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||
7
| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||||||||||||||
| Condensed Consolidated Statements of Equity (Unaudited) | |||||||||||||||||||||||
| (In thousands, except share amounts) | |||||||||||||||||||||||
| Common Stock | Accumulated Deficit and Distributions in Excess of Net Earnings | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests | ||||||||||||||||||||
| Number of Shares | Par Value | Paid-in Capital | |||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Balance - December 31, 2022 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||
| 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 | — | — | — | ||||||||||||||||||||
| Balance - March 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | |||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||
| 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 | — | — | — | — | |||||||||||||||||||
| Conversion of OP units to common stock | — | — | ( | ||||||||||||||||||||
| Balance - June 30, 2023 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||
| Net loss | — | — | — | ( | — | ( | ( | ||||||||||||||||
| 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 | — | — | — | ||||||||||||||||||||
| Net proceeds from issuance of common stock | — | — | — | ||||||||||||||||||||
| Balance - September 30, 2023 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||
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, | |||||||||||
| 2024 | 2023 | ||||||||||
| 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 | |||||||||||
| Loss on debt extinguishment and termination of derivative instruments | |||||||||||
| Loss from investments in partially owned entities | |||||||||||
| Stock-based compensation expense | |||||||||||
| Deferred income tax benefit | ( | ( | |||||||||
| Gain from sale of real estate | ( | ( | |||||||||
| (Gain) loss from other asset disposals | ( | ||||||||||
| Impairment of indefinite and long-lived assets | |||||||||||
| Provision for doubtful accounts receivable | |||||||||||
| Impairment of related party loan receivable | |||||||||||
| Loss on put option | |||||||||||
| Loss on classification of Comfrio as held for sale | |||||||||||
| Non-cash lease expenses | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Accounts payable and accrued expenses | ( | ||||||||||
| Other assets | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
| Additions to property, buildings and equipment | ( | ( | |||||||||
| Business combinations | ( | ||||||||||
| Acquisitions of property, buildings and equipment | ( | ||||||||||
| Investments in and advances to partially owned entities and other | ( | ( | |||||||||
| Net payments for sale of business (discontinued operations) | ( | ||||||||||
| Proceeds from sale of property, buildings and equipment | |||||||||||
| Proceeds from sale of investments in partially owned entities | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Distributions paid on common stock, restricted stock units and noncontrolling interests | ( | ( | |||||||||
| 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 issuance of senior unsecured notes | |||||||||||
| Net proceeds from issuance of common stock | |||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Net 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 | $ | $ | |||||||||
See accompanying notes to Condensed Consolidated Financial Statements.
9
| Americold Realty Trust, Inc. and Subsidiaries | |||||||||||
| Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued) | |||||||||||
| (In thousands) | |||||||||||
| Nine Months Ended September 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Supplemental disclosures of non-cash investing and financing activities: | |||||||||||
| Addition of property, buildings and equipment on accrual | $ | $ | |||||||||
| Addition of property, buildings and equipment under financing lease obligations | $ | $ | |||||||||
| Addition of property, buildings and equipment under operating lease obligations | $ | $ | |||||||||
| Supplemental cash flow information: | |||||||||||
| Interest paid – net of amounts capitalized | $ | $ | |||||||||
| Income taxes paid – net of refunds | $ | $ | |||||||||
| As of September 30, | |||||||||||
| Allocation of purchase price of property, buildings and equipment to: | 2024 | 2023 | |||||||||
| Land | $ | $ | |||||||||
| Buildings and improvements | |||||||||||
| Machinery and equipment | |||||||||||
Cash paid for acquisitions of property, buildings and equipment | $ | $ | |||||||||
| As of September 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| Allocation of purchase price to business combinations: | |||||||||||
| Assets of discontinued operations - held for sale | $ | $ | |||||||||
Accounts payable and accrued expenses(1) | |||||||||||
| Liabilities of discontinued operations - held for sale | ( | ||||||||||
| Total consideration | $ | $ | |||||||||
(1)Accounts payable and accrued expenses activity as of September 30, 2023 represents the relief of the remaining put option liability for Comfrio. | |||||||||||
| See accompanying notes to Condensed Consolidated Financial Statements. | |||||||||||
10
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. General
The Company
Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company is a global leader in temperature-controlled storage, logistics, real estate and value added services, and is focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. The Company operates 239 warehouses globally, with 195 in North America, 25 in Europe, 17 in Asia-Pacific, and 2 in South America as of September 30, 2024.
Our business includes three primary business segments: warehouse, transportation and third-party managed. We have minority interests in two joint ventures: SuperFrio (operates 35 temperature-controlled warehouses in Brazil) and RSA (operates two 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 Statement of Cash Flows includes various reclassifications, all within Cash Provided by Operating Activities, to conform current and prior period presentation.
11
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Recent Capital Markets Activity
Universal Shelf Registration Statement
On March 17, 2023, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No. 333-270664 and 333-270664-01) (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.
At the Market (ATM) Equity Program
On March 17, 2023, the Company entered into an equity distribution agreement pursuant to which we could sell, from time to time, up to an aggregate sales price of $900.0 million of our common stock through an ATM Equity Program (the “Prior ATM Equity Program”). Sales of our common stock made pursuant to the Prior ATM Equity Program could be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and the Company. Sales could also be made on a forward basis pursuant to separate forward sale agreements.
During August 2023, we sold 13,244,905 common shares under the Prior ATM Equity Program for net proceeds of $412.6 million. The net proceeds from sales of our common stock pursuant to the Prior ATM Equity Program were used to repay a portion of the revolver borrowings.
On November 9, 2023, we entered into an equity distribution agreement that was substantially identical to and replaced the prior equity distribution agreement, pursuant to which we may sell, from time to time, up to an additional $900.0 million of our common shares through our ATM Equity Program (the “Current ATM Equity Program”). During the three and nine months ended September 30, 2024, we did not sell any shares of our common stock under the Current ATM Equity Program.
Project Orion
In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system. The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities. Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others. We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract
12
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
governance, finance and human resources cost reductions, information technology applications and infrastructure rationalization, reduced employee turnover, working capital efficiency and reduced IT maintenance capital expenditures. The activities associated with Project Orion are expected to be substantially complete within three years from the project’s start date. Since inception, the Company has incurred $138.3 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 was $76.0 million as of September 30, 2024.
During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion. The implementation costs deferred within “Other assets” on the Condensed Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Condensed Consolidated Statements of Operations. The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally to five years . However, the useful lives of major information system installations, such as implementations of ERP systems and certain related software, are determined on an individual basis and may exceed five years depending on the estimated period of use. The Company has determined the useful life of the new ERP system to be ten years and is amortizing the costs associated with the ERP implementation on a straight line basis over such period. The amortization expense recognized during the three and nine months ended September 30, 2024 related to the Project Orion ERP 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 2023 Annual Report on Form 10-K as filed with the SEC.
Cybersecurity Incident
On April 26, 2023, the Company became aware of a cybersecurity incident impacting a certain number of our systems and partially impacting operations for a limited period of time (the “Cyber Incident”). The Company engaged an external cyber security expert to initiate responses to contain and remediate the incident, and conduct a forensic investigation. Actions taken included preventative measures such as shutting down certain operating systems, supplementing existing security monitoring with additional scanning and other protective measures. The Company also notified law enforcement and its customers, informing them of both the incident and management’s efforts to minimize its impact on the Company’s daily operations. Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed operations at pre-cyberattack levels by June 30, 2023.
As noted above, the Company engaged a leading cybersecurity defense firm that completed a forensic investigation of the incident and provided recommended actions in response to the findings. The Company has completed many of the recommended remediation activities associated with the Cyber Incident. We continue to enhance our policies and procedures meant to assess, identify, and effectively manage cybersecurity risks, threats, and incidents.
Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber Incident have been recorded net of insurance recoveries within “Acquisition, cyber incident, and other, net” in the Condensed Consolidated Statements of Operations. This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles.
Foreign Currency Related Transactions
13
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the three months ended September 30, 2024 and 2023, the amount of foreign currency remeasurement recognized in the Condensed Consolidated Statements of Operations within “Other, net” was a loss of $0.3 million and a loss of $0.7 million, respectively. For the nine months ended September 30, 2024 and 2023, the amount of foreign currency remeasurement recognized in the Condensed Consolidated Statements of Operations within “Other, net” was a gain of $10.6 million and a loss of $0.5 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.
For the three months ended September 30, 2024 and 2023 , the amount of foreign currency translation recognized in the Condensed Consolidated Statements of Comprehensive Income (Loss) within “Unrealized net gain (loss) on foreign currency” was a gain of $4.0 million and a loss of $10.5 million, respectively. For the nine months ended September 30, 2024 and 2023, the amount of foreign currency translation recognized in the Condensed Consolidated Statements of Comprehensive Income (Loss) within “Unrealized net gain (loss) on foreign currency” was a loss of $7.2 million and a loss of $4.1 million, respectively.
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. Total cash outflows related to these purchases of $191.0 million 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 on debt extinguishment during the nine months ended September 30, 2024. These amounts are recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statement of Operations included herein.
Recent Rules and Accounting Pronouncements
In March 2024, the Securities and Exchange Commission (the “SEC”) adopted the final rules that will require certain climate-related information in registration statements and annual reports. In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. The new rules include a requirement to disclose material climate-related risks, descriptions of board oversight and risk management activities, the material impacts of these risks on a registrants’ strategy, business model and outlook, and any material climate-related targets or goals, as well as material effects of severe weather events and other natural conditions and greenhouse gas emissions. Prior to the stay, the new rules would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosure which would have been effective for annual periods beginning January 1, 2026. The Company is currently evaluating the impact of these rules on its disclosures.
14
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
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. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements. ASU 2023-07 is effective retrospectively for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company expects that certain additional disclosures will be included in the Form 10-K as of December 31, 2024.
2. Acquisitions & Discontinued Operations
Purchase of Comfrio Joint Venture
During 2020, the Company acquired 22 % of equity ownership in Agrofundo Brazil II Fundode Investimento em Participações or the “Comfrio” joint venture. The joint venture agreement included a fair value call/put option that allowed the remaining 78 % interest in Comfrio to be either purchased by or sold to the Company through either the exercise of the Company’s call option or the exercise of the general partner’s put option. Once the exercise of the put was deemed probable, the Company remeasured its equity interest, which was deemed to be nominal, and the fair value of the put option, which resulted in a loss of $56.6 million recognized within “Loss on put option” in our Condensed Consolidated Statement of Operations. The fair value of the put option was determined using inputs classified as Level 3 within the fair value hierarchy. In April 2023, the two parties received regulatory approval from the Brazilian government, and the acquisition closed on May 30, 2023.
Upon acquisition, the Company committed to a plan to sell Comfrio in its present condition and initiated a program to locate a buyer and complete the disposition. In August 2023, the Company sold the assets and liabilities of Comfrio. The Comfrio acquisition and disposition are further described in Note 3 - Business Combinations and Asset Acquisitions to the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC.
The primary components of “Gain (loss) from discontinued operations, net of tax” in our Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2024 and 2023 are included in the table below (in thousands):
15
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Results of discontinued operations | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Estimated costs of disposal | |||||||||||||||||||||||
| Loss from partial investment pre-acquisition | |||||||||||||||||||||||
| Gain from sale of Comfrio | ( | ( | |||||||||||||||||||||
| Pre-tax gain (loss) | ( | ||||||||||||||||||||||
| Income tax benefit (expense) | ( | ||||||||||||||||||||||
| Gain (loss) from discontinued operations, net of tax | $ | $ | $ | $ | ( | ||||||||||||||||||
During the fourth quarter of 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio borrowed $25.0 million from Americold at a 10 % annual fixed interest rate. During the nine months ended September 30, 2023, the Company fully impaired the remaining balance and recognized the entire loss within “Impairment of related party loan receivable” in our Condensed Consolidated Statements of Operations.
Sale of Outstanding Minority Ownership in LATAM JV
On May 30, 2023, the Company sold its 15 % equity interest to our JV partner for total proceeds of $36.9 million and recognized a corresponding gain of $0.3 million in “Other, net,” in our Condensed Consolidated Statements of Operations.
3. Acquisition, Cyber Incident, and Other, Net
The components of the charges and credits included in “Acquisition, cyber incident, and other, net” in our Condensed Consolidated Statements of Operations are as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| Acquisition, cyber incident, and other, net | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Project Orion expenses | $ | $ | $ | $ | |||||||||||||||||||
| Acquisition and integration related costs | |||||||||||||||||||||||
| Severance costs | |||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Cyber incident related costs, net of insurance recoveries | ( | ||||||||||||||||||||||
| 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 second quarter of 2024. See Note 1 - General to the Condensed Consolidated Financial Statements herein for further details on the overall project description and related amortization of deferred costs.
Acquisition related costs include costs associated with business transactions, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees. We also include integration
16
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
costs pre- and post-acquisition that reflect work being performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to support future acquisitions, and primarily consist of professional services. We consider acquisition related costs to be corporate costs regardless of the segment or segments involved in the transaction.
Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies and reduction in workforce costs associated with exiting or selling non-strategic warehouses or businesses.
Cyber incident related costs, net of insurance recoveries, represent the receipt of business interruption insurance proceeds and incremental costs associated with cyber incidents that occurred in November 2020 and more recently in April 2023, which is further described in Note 1 - General to the Condensed Consolidated Financial Statements herein.
4. Debt
The following table reflects a summary of our outstanding indebtedness as of September 30, 2024 and December 31, 2023 (in thousands):
| September 30, 2024 | December 31, 2023 | |||||||||||||
| Carrying Amount | Carrying Amount | |||||||||||||
| 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 | $ | $ | ||||||||||||
Public Senior Unsecured Notes Offering
On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s senior unsecured 5.409 % notes (the “Public Senior Unsecured Notes”) due September 12, 2034. The Public Senior Unsecured Notes were offered pursuant to the Registration Statement further described in Note 1 - General l to these Condensed Consolidated Financial Statements. The Public Senior Unsecured 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, and certain subsidiaries of the Operating Partnership. The Public Senior Unsecured Notes bear interest at a rate of 5.409 % per year, and interest is payable on March 12 and September 12 of each year, with the first payment occurring March 12, 2025.
In connection with the issuance of the Public Senior Unsecured Notes, we incurred approximately $5.9 million of debt issuance costs related to the issuance. The Company determined that the difference between amortizing such fees using the effective interest rate method and the straight line method was immaterial. Therefore, the fees will be recognized on a straight line basis over the term of the Public Senior Unsecured Notes as “Interest expense” on the Condensed Consolidated Statement of Operations. The proceeds from the issuance of the Public Senior
17
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Unsecured Notes were used to repay a portion of borrowings previously outstanding.
The indenture governing the Public Senior Unsecured Notes and guarantees (which includes the base indenture, dated September 12, 2024, as supplemented by the first supplemental indenture, dated September 12, 2024, and which are together referred to herein as the "indenture") includes an optional redemption provision. Prior to June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Public Senior Unsecured Notes being redeemed, or (ii) a make-whole premium calculated in accordance with the indenture. On or after June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Public Senior Unsecured Notes to be redeemed. In both cases, the prepayment amount must also include any unpaid interest accrued thereon to, but excluding, the redemption date.
The Public Senior Unsecured 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 Senior Unsecured 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 than1.50 to 1.00 .
The indenture governing the Public Senior Unsecured 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 Senior Unsecured Notes. The following table provides additional details of all Senior Unsecured Notes as of September 30, 2024 and December 31, 2023 (in thousands):
| September 30, 2024 | December 31, 2023 | |||||||||||||||||||||||||
| Stated Maturity Date | Contractual Interest Rate | Borrowing Currency | Carrying Amount (USD) | Borrowing Currency | Carrying Amount (USD) | |||||||||||||||||||||
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 5.409% Notes | 09/2034 | $ | ||||||||||||||||||||||||
Total Senior Unsecured Notes | $ | $ | ||||||||||||||||||||||||
The following table provides additional details of our Senior Unsecured Term Loans as of September 30, 2024 and December 31, 2023 (in thousands):
18
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
| September 30, 2024 | December 31, 2023 | |||||||||||||||||||||||||
Stated Maturity Date(2) | Contractual Interest Rate(1) | Borrowing Currency | Carrying Amount (USD) | Contractual Interest Rate(1) | Borrowing Currency | Carrying Amount (USD) | ||||||||||||||||||||
| Tranche A-1 | 08/2025 | SOFR + | $ | $ | SOFR + | $ | $ | |||||||||||||||||||
| Tranche A-2 | 01/2028 | CORRA + | C$ | CDOR + | C$ | |||||||||||||||||||||
| Delayed Draw Tranche A-3 | 01/2028 | SOFR + | $ | SOFR + | $ | |||||||||||||||||||||
Total Senior Unsecured Term Loan Facility | $ | $ | ||||||||||||||||||||||||
(1) SOFR = one-month Adjusted Term SOFR; CDOR = one-month CDOR; CORRA = daily adjusted CORRA. Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.10 %, in addition to the margin. Tranche A-2 CORRA includes and adjustment of 0.30 %, in addition to the margin. Refer to Note 5 - Derivative Financial Instruments for details of the related interest rate swaps.
(2) Note that the terms of debt agreement for Tranche A-1 includes an option for two one-year extensions.
The following table provides the details of our Senior Unsecured Revolving Credit Facility as of September 30, 2024 and December 31, 2023 (in thousands):
| September 30, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||
| Denomination of Draw | Contractual Interest Rate (1) | Borrowing Currency | Carrying Amount (USD) | Contractual Interest Rate(1) | Borrowing Currency | Carrying Amount (USD) | |||||||||||||||||||||||
| U.S. dollar | SOFR + | $ | $ | ||||||||||||||||||||||||||
| Australian dollar | BBSW + | A$ | BBSW + | A$ | |||||||||||||||||||||||||
| British pound sterling | SONIA + | £ | SONIA + | £ | |||||||||||||||||||||||||
| Canadian dollar | CORRA + | C$ | CDOR + | C$ | |||||||||||||||||||||||||
| Euro | EURIBOR + | € | EURIBOR + | € | |||||||||||||||||||||||||
| New Zealand dollar | BKBM + | NZD | BKBM + | NZD | |||||||||||||||||||||||||
Total Senior Unsecured Revolving Credit Facility | $ | $ | |||||||||||||||||||||||||||
(1) SOFR = daily adjusted SOFR; CDOR = one-month CDOR; CORRA = daily adjusted CORRA; EURIBOR = one-month Euro Interbank Offered Rate (EURIBOR); SONIA = Adjusted Sterling Overnight Interbank Average Rate; BBSW = Bank Bill Swap Rate; BKBM = Bank Bill Reference Rate. We have elected Daily SOFR for the entirety of our U.S. dollar denominated borrowings shown above, which includes an adjustment of 0.10 %, in addition to the margin. Our British pound sterling borrowings bore interest tied to adjusted SONIA, which included an adjustment of 0.03 % in addition to our margin. Our Canadian dollar borrowings bore interest tied to daily adjusted CORRA, which included an adjustment of 0.30 % in addition to our margin.
Refer to Note 9 - Debt of the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC for further details of our outstanding indebtedness. As of September 30, 2024, we were in compliance with all debt covenants.
5. Derivative Financial Instruments
Designated Non-derivative Financial Instruments
As of September 30, 2024, the Company designated A$197.0 million and €820.5 million of debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. As of December 31, 2023, the Company designated £78.0 million, A$191.0 million and €817.5 million debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. The remeasurement of these instruments is recorded in “Unrealized net (loss) gain on foreign currency” on the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).
19
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
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 million, previously classified within Accumulated Other Comprehensive Income, has been recorded as a gain on foreign exchange within “Other, net”on the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024 The Company has determined that the impacts of this adjustment are immaterial to the current and prior period interim and annual financial statements and disclosures. Furthermore, the Company fully paid off the balance of this revolving debt during the nine months ended September 30, 2024.
Derivative Financial Instruments
The Company is subject to volatility in interest rates due to variable-rate debt. To manage this risk, the Company periodically enters into interest rate swap agreements. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective swap agreement without an exchange of the underlying notional amount. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in interest rates.
The following table includes the key provisions of the interest rate swaps outstanding as of September 30, 2024 and December 31, 2023 (fair value in thousands):
| Notional | Fixed Base Interest Rate Swap | Effective Date | Expiration Date | Asset Fair Value as of September 30, 2024 | Liability Fair Value as of September 30, 2024 | |||||||||||||||||||||||||||
$ | 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, 2023 | Liability Fair Value as of December 31, 2023 | |||||||||||||||||||||||||||
$ | 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 | $ | $ | ||||||||||||||||||||||||||||||
In addition, the Company is subject to volatility in foreign exchange rates due to its foreign-currency denominated intercompany loan. The Company implemented a cross-currency swap to manage the foreign currency exchange rate risk on its intercompany loan. This agreement effectively mitigates the Company’s exposure to fluctuations in cash flows due to foreign exchange rate risk. This agreement involves the receipt of fixed USD amounts in exchange for payment of fixed Australian Dollar amounts over the life of the intercompany loan. The entirety of the Company’s outstanding intercompany loan receivable balance of A$153.5
There have been no significant changes to our policy or strategy related to derivative financial instruments from what was disclosed in our 2023 Annual Report on Form 10-K. During the next twelve months, the Company estimates that an additional $0.2 million will be reclassified as a decrease to “Foreign currency exchange loss” (a
20
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
component of “Other, net” on the Condensed Consolidated Statements of Operations) and an additional $3.7 million will be reclassified as a decrease to “Interest expense” and a corresponding increase to operating cash flows.
The Company determines the fair value of its derivative instruments using a present value calculation with significant observable inputs classified as Level 2 of the fair value hierarchy. Derivative asset balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Other assets” and derivative liability balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Accounts payable and accrued expenses”.
The following table presents the fair value of the derivative financial instruments as of September 30, 2024 and December 31, 2023 (in thousands):
| Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||
| September 30, 2024 | December 31, 2023 | September 30, 2024 | December 31, 2023 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Designated derivatives | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Interest rate contracts | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
The following tables present the effect of the Company’s derivative financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023, including the impacts to Accumulated Other Comprehensive (Loss) Income (“AOCI”) (in thousands):
| Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | Location of Gain or (Loss) Reclassified from AOCI into Income | Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | |||||||||||||||||||||||||||
| Three Months Ended September 30, | Three Months Ended September 30, | ||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Interest rate contracts | $ | ( | $ | Interest expense | $ | $ | |||||||||||||||||||||||
Loss on debt extinguishment and termination of derivative instruments(1) | ( | ( | |||||||||||||||||||||||||||
| Foreign exchange contracts | ( | Foreign currency exchange loss, net | ( | ||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Total designated cash flow hedges | $ | ( | $ | $ | $ | ||||||||||||||||||||||||
(1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that have been fully reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. During the three months ended September 30, 2024, the Company recorded an increase to “Loss on debt extinguishment and termination of derivative instruments” related to this transaction.
21
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | Location of Gain or (Loss) Reclassified from AOCI into Income | Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | |||||||||||||||||||||||||||
| Nine Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||
| Interest rate contracts | $ | $ | Interest expense | $ | $ | ||||||||||||||||||||||||
Loss on debt extinguishment and termination of derivative instruments(1) | ( | ( | |||||||||||||||||||||||||||
| Foreign exchange contracts | ( | Foreign currency exchange loss, net | ( | ||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Total designated cash flow hedges | $ | $ | $ | $ | |||||||||||||||||||||||||
(1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. During the 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 has been fully amortized to “Loss on debt extinguishment and termination of derivative instruments” as of September 30, 2024.
The Company does not present the effect of netting arrangements on a net basis in the Condensed Consolidated Balance Sheets. The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of September 30, 2024.
September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Offsetting of Derivative Assets | |||||||||||||||||||||||||||||||||||
| Gross Amounts Not Offset in the Consolidated Balance Sheet | |||||||||||||||||||||||||||||||||||
| Gross Amounts of Recognized Assets | Gross Amounts Offset in the Consolidated Balance Sheet | Net Amounts of Assets Presented in the Consolidated Balance Sheet | Financial Instruments | Cash Collateral Received | Net Amount | ||||||||||||||||||||||||||||||
| Derivatives | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Offsetting of Derivative Liabilities | |||||||||||||||||||||||||||||||||||
| Gross Amounts Not Offset in the Consolidated Balance Sheet | |||||||||||||||||||||||||||||||||||
| Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Consolidated Balance Sheet | Net Amounts of Liabilities Presented in the Consolidated Balance Sheet | Financial Instruments | Cash Collateral Received | Net Amount | ||||||||||||||||||||||||||||||
| Derivatives | $ | ( | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||
There were no impacts from netting arrangements as of December 31, 2023.
22
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of September 30, 2024 and December 31, 2023, the Company has not posted any collateral related to these agreements. The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default of its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.
6. Fair Value Measurements
As of September 30, 2024 and December 31, 2023, the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and revolving line of credit approximate their fair values due to the short-term nature of maturities or variable rates of interest on the instruments.
The Company’s assets and liabilities measured or disclosed at fair value are as follows (in thousands):
| Fair Value | |||||||||||||||||
| Fair Value Hierarchy | September 30, 2024 | December 31, 2023 | |||||||||||||||
| Measured at fair value on a recurring basis: | |||||||||||||||||
| Interest rate swap assets | Level 2 | $ | $ | ||||||||||||||
| Interest rate swap liabilities | Level 2 | $ | |||||||||||||||
| Level 2 | $ | $ | |||||||||||||||
| Disclosed at fair value: | |||||||||||||||||
| Senior unsecured notes, term loans, and revolving credit facility | Level 3 | $ | $ | ||||||||||||||
7. Income Taxes
The Company’s effective tax rate for the three and nine months ended September 30, 2024 and 2023 varies from the statutory U.S. federal income tax rate primarily due to the Company being designated as a REIT that is generally treated as a non-tax paying entity. During the three and nine months ended September 30, 2024 and 2023, the effective tax rate was impacted by the blend of pre-tax book income and losses generated year over year by jurisdiction.
The international tax framework (“Pillar 2”) created by the Organization for Economic Co-operation and Development includes a global minimum tax of 15 percent. Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and is effective for the Company's 2024 calendar year. The Company has concluded that the legislation does not have a material impact on the Company’s income tax expense.
8. Commitments and Contingencies
Cybersecurity Incident
As a result of the Cyber Incident referenced in Note 1- General to the Condensed Consolidated Financial Statements, the Company has received claims for reimbursement from a number of customers pursuant to the terms of the contracts between each of those customers and the Company. As of September 30, 2024, the Company maintains an accrual of $5.2 million, which represents management’s best estimate of the amount of
23
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
loss related to such claims based on its evaluation of the relevant contract terms and other relevant facts and circumstances to date.
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, 2024 and December 31, 2023 on the Condensed Consolidated Balance Sheets. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Future changes in applicable environmental laws or regulations, or in the interpretations of such laws and regulations, could negatively impact the Company. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There were no material unrecorded contingent liabilities as of September 30, 2024 and December 31, 2023.
Occupational Safety and Health Act (OSHA)
The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial, and any
24
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
25
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
9. Accumulated Other Comprehensive Income (Loss)
The Company reports activity in AOCI for foreign currency translation adjustments, including the translation adjustment for investments in partially owned entities, unrealized gains and losses on designated derivatives, and minimum pension liability adjustments (net of tax). The activity in AOCI for the three and nine months ended September 30, 2024 and 2023 is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
Opening accumulated other comprehensive (loss) income | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
Pension and other postretirement benefits: | |||||||||||||||||||||||
Balance at beginning of period, net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Loss arising during period | ( | ( | ( | ( | |||||||||||||||||||
Balance at end of period, net of tax | $ | $ | $ | ||||||||||||||||||||
Foreign currency translation adjustments: | |||||||||||||||||||||||
Balance at beginning of period, net of tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Cumulative translation adjustment | ( | ( | |||||||||||||||||||||
| Derivative net investment hedges | ( | ( | |||||||||||||||||||||
| Net gain (loss) 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 | ( | ||||||||||||||||||||||
| Net amount reclassified from AOCI to net loss | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) gain on designated derivatives | ( | ( | |||||||||||||||||||||
Balance at end of period, net of tax | $ | $ | $ | $ | |||||||||||||||||||
Closing accumulated other comprehensive (loss) income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
26
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
10. Segment Information
Our principal operations are organized into three reportable segments: Warehouse, Transportation and Third-party Managed. Our reportable segments are strategic business units separated by service offerings. Each reportable segment is managed separately and requires different operational and marketing strategies.
Our chief operating decision maker uses revenues and segment contribution to evaluate segment performance. We calculate segment contribution as earnings before interest expense, taxes, depreciation and amortization, and excluding corporate selling, general and administrative expense, acquisition, cyber incident and other expense, impairment of long-lived assets, gain or loss on sale of real estate and all components of non-operating other income and expense. Selling, general and administrative functions support all the business segments. Therefore, the related expense is not allocated to segments as the chief operating decision maker does not use it to evaluate segment performance.
Segment contribution is not a measurement of financial performance under U.S. GAAP, and may not be comparable to similarly titled measures of other companies. Therefore, segment contribution should not be considered an alternative to operating income determined in accordance with U.S. GAAP.
27
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table presents segment revenues and contributions with a reconciliation to Net loss from continuing operations before income taxes for the three and nine months ended September 30, 2024 and 2023 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Segment revenues: | |||||||||||||||||||||||
| Warehouse | $ | $ | $ | $ | |||||||||||||||||||
| Transportation | |||||||||||||||||||||||
| Third-party managed | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Segment contribution: | |||||||||||||||||||||||
| Warehouse | |||||||||||||||||||||||
| Transportation | |||||||||||||||||||||||
| Third-party managed | |||||||||||||||||||||||
| Total segment contribution | |||||||||||||||||||||||
| Reconciling items: | |||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | |||||||||||||||||||
| Selling, general, and administrative | ( | ( | ( | ( | |||||||||||||||||||
| Acquisition, cyber incident, and other, 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 | ( | ( | ( | ( | |||||||||||||||||||
| Impairment of related party loan receivable | ( | ||||||||||||||||||||||
| Loss on put option | ( | ||||||||||||||||||||||
| Other, net | |||||||||||||||||||||||
| Loss from continuing operations before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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 number of common shares outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings per share because it distributes non-forfeitable dividend equivalents on restricted stock units and Operating Partnership units (“OP units”) granted to certain employees and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and OP units are unvested.
28
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
A reconciliation of the basic and diluted weighted-average number of common shares outstanding for the three and nine months ended September 30, 2024 and 2023 is as follows (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Weighted average common shares outstanding – basic | |||||||||||||||||||||||
| Dilutive effect of stock-based awards | |||||||||||||||||||||||
| Weighted average common shares outstanding – diluted | |||||||||||||||||||||||
For the three and nine months ended September 30, 2024 and 2023, respectively, potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss for such periods. Consequently, the Company did not have any adjustments between basic and diluted loss per share related to stock-based awards for those periods.
The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Restricted stock units | |||||||||||||||||||||||
| OP units | |||||||||||||||||||||||
12. Revenue from Contracts with Customers
Disaggregated Revenue
The following tables represent a disaggregation of revenue from contracts with customers for the three and nine months ended September 30, 2024 and 2023 within the segments and geographic region (in thousands):
| Three Months Ended September 30, 2024 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services | |||||||||||||||||
Transportation | |||||||||||||||||
Third-party managed | |||||||||||||||||
Total revenues (1) | |||||||||||||||||
Total revenues from contracts with all customers | $ | $ | $ | $ | $ | ||||||||||||
29
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Three Months Ended September 30, 2023 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services | |||||||||||||||||
Transportation | |||||||||||||||||
Third-party managed | |||||||||||||||||
Total revenues (1) | |||||||||||||||||
Total revenues from contracts with all customers | $ | $ | $ | $ | $ | ||||||||||||
(2)Revenues are within the scope of ASC 842, Leases.
| Nine Months Ended September 30, 2024 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services | |||||||||||||||||
Transportation | |||||||||||||||||
Third-party managed | |||||||||||||||||
Total revenues (1) | |||||||||||||||||
Total revenues from contracts with all customers | $ | $ | $ | $ | $ | ||||||||||||
| Nine Months Ended September 30, 2023 | |||||||||||||||||
| North America | Europe | Asia-Pacific | South America | Total | |||||||||||||
Warehouse rent and storage | $ | $ | $ | $ | $ | ||||||||||||
Warehouse services | |||||||||||||||||
Transportation | |||||||||||||||||
Third-party managed | |||||||||||||||||
Total revenues (1) | |||||||||||||||||
Total revenues from contracts with all customers | $ | $ | $ | $ | $ | ||||||||||||
(2)Revenues are within the scope of ASC 842, Leases.
30
Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Performance Obligations
Substantially all our revenue for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts is recognized over time as the customer benefits equally throughout the period until the contractual term expires. Typically, revenue is recognized over time using an output measure (e.g. passage of time). Revenue is recognized at a point in time upon delivery when the customer typically obtains control, for most accessorial services, transportation services and reimbursed costs.
For arrangements containing non-cancellable contract terms, any variable consideration related to storage renewals or incremental handling charges above stated minimums are 100 % constrained and not included in the aggregate amount of the transaction price allocated to the unsatisfied performance obligations disclosed below, given the degree in difficulty in estimation. Payment terms are generally 0 -30 days upon billing, which is typically monthly, either in advance or subsequent to the performance of services. The same payment terms typically apply for arrangements containing variable consideration.
The Company has no material warranties or obligations for allowances, refunds or other similar obligations.
As of September 30, 2024, the Company had $1.4 billion of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize approximately 6.0 % of these remaining performance obligations as revenue in 2024, and the remaining 94.0 % to be recognized over a weighted average period of 16.7
Contract Balances
The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenue (contract liabilities) on the accompanying Condensed Consolidated Balance Sheets. Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets. However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the three and nine months ended September 30, 2024, were not materially impacted by any other factors.
Receivable balances related to contracts with customers accounted for under ASC 606 were $452.5 million and $420.2 million million as of September 30, 2024 and December 31, 2023, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842.
Balances in unearned revenue related to contracts with customers were $26.4 million and $28.4 million as of September 30, 2024 and December 31, 2023, respectively. Substantially all revenue that was included in the contract liability balances at the beginning of 2023 has been recognized as of September 30, 2024, and represents revenue from the satisfaction of monthly storage and handling services with average customer inventory turns of approximately 30 days.
31
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in Part I of this report under 'Cautionary Statement Regarding Forward-Looking Statements' and 'Risk Factors' in our Annual Report on Form 10-K for the year ended December 31, 2023.
Management’s Overview
Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company is a global leader in temperature-controlled storage, logistics, real estate and value added services, and is focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. The Company operates 239 warehouses globally, totaling approximately 1.4 billion cubic feet, with 195 in North America, 25 in Europe, 17 in Asia-Pacific, and two in South America as of September 30, 2024.
Our business includes three primary business segments: warehouse, transportation and third-party managed. We have minority interests in two joint ventures: SuperFrio (operates 35 temperature-controlled warehouses in Brazil) and RSA (operates two temperature-controlled warehouses in Dubai).
Focus on Our Operational Effectiveness and Cost Structure
Our ongoing initiatives, some of which are detailed below, focus on streamlining business operations and reducing costs. This includes i) centralizing processes; ii) implementing operational standards; iii) adopting new technology; iv) enhancing health and safety programs; v) leveraging our networks’ purchasing power; and vi) fully integrating acquired assets and businesses. Such realignments have allowed us to acquire new talent and strengthen our service offerings.
Additionally, as part of our initiatives to streamline our business processes and to reduce our cost structure, we have evaluated and exited less strategic and profitable markets or business lines, including the sale of certain warehouse assets, the exit of certain leased facilities, and the exit of certain managed warehouse agreements. Through our process of active portfolio management, we continue to evaluate our markets and offerings.
Other costs reduction initiatives
To reduce facility costs, we have invested in energy efficiency projects, including LED lighting, thermal and solar energy storage, motion-sensor technology, variable frequency drives, third party efficiency reviews, real-time energy consumption monitoring, rapid open and close doors, and alternative-power generation technologies. We have also fine-tuned our refrigeration systems, implemented 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.
32
Key Factors Affecting Our Business and Financial Results
Cybersecurity Incident
On April 26, 2023, the Company became aware of a cybersecurity incident impacting a certain number of our systems and partially impacting operations for a limited period of time (the “Cyber Incident”). The Company engaged an external cyber security expert to initiate responses to contain and remediate the incident, and conduct a forensic investigation. Actions taken included preventative measures such as shutting down certain operating systems, supplementing existing security monitoring with additional scanning and other protective measures. The Company also notified law enforcement and its customers, informing them of both the incident and management’s efforts to minimize its impact on the Company’s daily operations. Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed operations at pre-cyberattack levels by June 30, 2023.
As noted above, the Company engaged a leading cybersecurity defense firm that completed a forensic investigation of the incident and provided recommended actions in response to the findings. The Company has completed many of the recommended remediation activities associated with the Cyber Incident. We continue to enhance our policies and procedures meant to assess, identify, and effectively manage cybersecurity risks, threats, and incidents.
Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber Incident have been recorded net of insurance recoveries within “Acquisition, cyber incident, and other, net” in the Condensed Consolidated Statements of Operations. This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles.
Sale of Outstanding Minority Ownership in LATAM JV
On May 31, 2022, we formed a joint venture, Americold LATAM Holdings Ltd (the “LATAM JV”), with Cold LATAM Limited (our “JV partner”). We contributed our Chilean business upon formation of the joint venture and retained the remaining 15% equity interests in the joint venture. The Company recorded an initial fair value of $37.0 million within “Investments in partially owned entities and other” on the Condensed Consolidated Balance Sheets. On May 30, 2023, our outstanding minority ownership was sold for proceeds of $36.9 million and a gain of $0.3 million.
Project Orion
In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system. The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities. Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others. We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology applications and infrastructure rationalization, reduced employee turnover, working capital efficiency and reduced IT maintenance capital expenditures. The activities associated with Project Orion are expected to be substantially complete within three
33
years from the project’s start date. Since inception, the Company has incurred $138.3 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 was $76.0 million as of September 30, 2024.
During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion. The implementation costs deferred within “Other assets” on the Condensed Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Condensed Consolidated Statements of Operations. The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally three to five years. However, the useful lives of major information system installations, such as implementations of ERP systems and certain related software, are determined on an individual basis and may exceed five years depending on the estimated period of use. The Company has determined the useful life of the new ERP system to be ten years and is amortizing the costs associated with the ERP implementation on a straight line basis over such period. The amortization expense recognized during the three and nine months ended September 30, 2024 related to the Project Orion ERP 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 2023 Annual Report on Form 10-K as filed with the SEC.
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. Total cash outflows related to these purchases of $191.0 million are included within “Termination of sale-leaseback financing obligations” on the Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2024.
These purchases resulted in the recognition of a $115.1 million loss on debt extinguishment during the nine months ended September 30, 2024. These amounts are recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statements of Operations included herein.
Significant Risks and Uncertainties
Refer to “Item 1A - Risk Factors” of our 2023 Annual Report on Form 10-K as filed with the SEC.
34
Seasonality
We specialize in providing services to businesses within the food industry whose businesses are often seasonal or cyclical. On average the first and second quarter segment contributions, as defined below, are relatively consistent. On a portfolio-wide basis, physical occupancy rates are generally the lowest during May and June and gradually increase thereafter, due to annual harvests and our customers’ focus on building inventories for end-of-year holidays, which generally peak between mid-September and early December. The external temperature reaches annual peaks for a majority of our portfolio during the third and fourth quarter of the year resulting in increased power expenses.
To manage earnings volatility due to seasonality, we have implemented fixed commitment contracts with certain customers. These fixed commitment contracts obligate our customers to pay for guaranteed warehouse space to maintain required inventory levels, particularly during peak occupancy periods. Our diverse customer base also mitigates the impact of seasonality as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summer while demand for frozen turkeys usually peaks in the late fall). Additionally, our southern hemisphere operations in Australia, New Zealand and South America complement the growing and harvesting cycles in North America and Europe, further balancing seasonality’s impact on our operations.
Foreign Currency Translation Impact on Our Operations
Our consolidated revenues and expenses are impacted by foreign currency fluctuations, which can significantly affect our results. However, revenues and expenses from our international operations are typically denominated in the local currency of the country in which they are derived, which partially mitigates the impact of foreign currency fluctuations.
The following table shows a comparison of underlying spot and average exchange rates for the three and nine months ended September 30, 2024 and 2023. Amounts presented in constant currency within our results of operations are calculated by applying the average foreign exchange rate from the comparable prior year period to actual local currency results in the current period. While constant currency metrics are a non-GAAP calculation and do not represent actual results, the comparison allows the reader to understand the impact of operations excluding changes in foreign exchange rates. We provide reconciliations of these measures in the discussions of our comparative results of operations below. Our discussion of the drivers of our performance below are based upon U.S. GAAP.
35
| Spot Foreign exchange rates | Average foreign exchange rates for the three months ended | Average foreign exchange rates for the nine months ended | Spot Foreign exchange rates | Average foreign exchange rates for the three months ended (1) | Average foreign exchange rate for the nine months ended (1) | |||||||||||||||||||||
| September 30, 2024 | September 30, 2023 | |||||||||||||||||||||||||
| Argentinian peso | 0.001 | 0.001 | 0.001 | 0.003 | 0.003 | 0.004 | ||||||||||||||||||||
| Australian dollar | 0.691 | 0.670 | 0.662 | 0.644 | 0.654 | 0.669 | ||||||||||||||||||||
| Brazilian real | 0.184 | 0.180 | 0.191 | 0.199 | 0.205 | 0.200 | ||||||||||||||||||||
| British pound | 1.337 | 1.301 | 1.277 | 1.220 | 1.266 | 1.244 | ||||||||||||||||||||
| Canadian dollar | 0.739 | 0.733 | 0.735 | 0.737 | 0.745 | 0.743 | ||||||||||||||||||||
| Chilean peso | 0.001 | 0.001 | 0.001 | 0.001 | 0.001 | 0.001 | ||||||||||||||||||||
| Euro | 1.114 | 1.100 | 1.087 | 1.057 | 1.088 | 1.083 | ||||||||||||||||||||
| New Zealand dollar | 0.634 | 0.611 | 0.610 | 0.600 | 0.605 | 0.618 | ||||||||||||||||||||
| Polish zloty | 0.260 | 0.257 | 0.253 | 0.229 | 0.242 | 0.236 | ||||||||||||||||||||
(1)Prior period exchange rates used to adjust current period operating results for constant currency metrics used herein.
How We Assess the Performance of Our Business
Segment Contribution Net Operating Income (“NOI”)
We evaluate the performance of our primary business segments based on their NOI contribution to our overall results of operations which aligns with how our decision makers evaluate performance.
•Warehouse segment contribution NOI is calculated as warehouse segment revenues less its cost of operations (excluding any Depreciation and amortization, impairment charges, corporate-level Selling, general, and administrative expenses, corporate-level Acquisition, cyber incident, and other, net, and Loss (gain) from sale of real estate).
•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, impairment charges, corporate-level Selling, general, and administrative expenses, corporate-level Acquisition, cyber incident, and other, net, and Loss (gain) from sale of real estate).
•Third-Party Managed contribution NOI is calculated as third-party managed segment revenues less its cost of operations (excluding any Depreciation and amortization, impairment charges, corporate-level Selling, general, and administrative expenses, corporate-level Acquisition, cyber incident, and other, net, and Loss (gain) from sale of real estate).
•Contribution NOI margin for each of these operations is calculated as the applicable NOI measure divided by the applicable revenue measure.
Segment NOI and NOI margin contribution metrics help investors understand revenue, costs, and earnings among service types. These NOI contribution measures are supplemental and are not measurements of financial
36
performance under U.S. GAAP. We provide reconciliations of these measures in the results of operations sections below.
Same Store Analysis
We believe that same store metrics are key performance indicators commonly used in the real estate industry. Evaluating the performance of our real estate portfolio on a same store basis allows investors to evaluate performance in a way that is consistent period to period. We define our “same store” population once annually at the beginning of the current calendar year. Our population includes properties owned or leased for the entirety of two comparable periods with at least twelve consecutive months of normalized operations prior to January 1 of the current calendar year. We define “normalized operations” as properties that have been open for operation or lease, after development, 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, 2023) and are still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that 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.
Beginning in January of 2024, changes in ownership structure (e.g., purchase of a previously leased warehouse) no longer resulted in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations. Additionally, management began to classify new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and is both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the then current calendar year. These changes reflect a better alignment of our disclosures with industry practices.
For all same store properties (as defined above), we calculate “same store contribution NOI”, “same store rent and storage contribution NOI”, “same store services contribution NOI”, and the related margins in the same manner as described above. To ensure comparability in our period-to-period operating results, we also calculate same store contribution NOI measures on a constant currency basis, removing the impact of foreign exchange rate fluctuations by using prior period exchange rates to translate current period results into US dollars. These metrics isolate the operating performance of a consistent set of properties and thus eliminates the effects of changes in portfolio composition and currency fluctuations.
The following table shows the number of same-store and non-same store warehouses in our portfolio as of September 30, 2024. The non-same store warehouse count in the table below includes the partial period impact of sites exited during the periods presented.
| Same Store Warehouses | 226 | ||||||||||
Non-Same Store Warehouses (1) | 9 | ||||||||||
| Third-Party Managed Warehouses | 4 | ||||||||||
| Total Warehouses | 239 | ||||||||||
(1) The non-same store facility count consists of: 5 sites in the expansion and development phase, 2 facilities that we purchased in 2023, 2 facilities whose operations have ceased and the Company is evaluating alternative use including, third party lease and or sale.
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
37
not define same store or calculate same store financial metrics in a manner consistent with our definitions and calculations. Same store financial measures should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.
Economic Occupancy of our Warehouses
We define average economic occupancy as the aggregate number of physically occupied pallets and contractually committed pallets for a given period, without duplication. We estimate the number of contractually committed pallet positions by subtracting the physical pallet positions from the contractually committed pallet positions specified in each customer’s contract.
Economic occupancy is a key driver of our financial results. Historically, providers of temperature-controlled warehouse space have offered storage services to customers on an as-utilized, on-demand basis. We now aim to establish contracts with fixed storage commitments for new customer relationships and transition existing customers to such contracts in conjunction with contract renewals or changes in customer profiles. This strategy mitigates the impact of seasonal changes on physical occupancy and ensures our customers have the necessary space to support their business needs.
Throughput at our Warehouses
The level and nature of throughput at our warehouses significantly impacts 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 as customers are typically billed based on throughput. The nature of throughput can be influenced by various factors including product turnover and shifts in consumer demand.
Food manufacturers’ production levels are influenced by market conditions, labor availability, supply chain dynamics and consumer preferences, which impact inbound pallets. Shifts in consumer demand may also impact outbound pallets.
38
Components of Our Results of Operations
Warehouse
Rent, storage, and warehouse services. Our primary source of revenues are rent, storage, and warehouse services fees. Rent and storage revenues are related to the storage of frozen, perishable or other products in our warehouses. We also offer a wide array of value added services including: i) receipt, labeling and storage of goods, ii) customized order retrieval and packaging, iii) blast freezing and ripening, iv) government approved periodic inspections, fumigation, and other treatment services, v) e-commerce fulfillment and many more.
Rent, storage, and warehouse services cost of operations consist of labor, power, other facilities costs, and other service costs.
Labor, the most significant part of warehouse expenses, covers wages, benefits, workers' compensation, and can vary due to factors like workforce size, customer needs, compensation levels, third-party labor usage, collective bargaining agreements, customer requirements, productivity, labor availability, government policies, medical insurance costs, safety programs, and discretionary bonuses.
The cost of power fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required. We may, from time to time, economically hedge our exposure to changes in power prices through fixed rate agreements or, to the extent possible and appropriate, through rate escalations or power surcharge provisions within our customer contracts.
Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating leases rent charges, security, and other related facilities costs.
Other services costs include equipment costs, warehouse consumables (e.g. shrink-wrap), employee protective equipment, warehouse administration and other related services costs.
Transportation
Transportation services revenue is derived from fees charged for transportation of our customers products, often including fuel and capacity surcharges.
Transportation services cost of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability. In select markets, we use our drivers and assets, incurring costs like wages, fuel, tolls, insurance, and maintenance to operate these assets.
Third-Party Managed
Third-party managed services revenue. Reimbursements that we receive for expenses incurred for warehouses that we manage on behalf of third party owners are recognized as third-party managed services revenues. We also earn management fees, incentive fees upon achieving negotiated performance and cost-savings results, or an applicable mark-up on costs.
Third-party managed services cost of operations, which are recognized on a pass through basis, primarily consist of labor charges similar to those described above as a component of the warehouse costs of operations.
39
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, costs related to Project Orion, litigation and settlement costs outside of the normal course of business, severance, terminated site operations costs, and cyber incident related costs, net of insurance recoveries all of which are not representative of our normal course of operations.
Loss (gain) from sale of real estate represents gains recognized from the sale of Company owned real estate.
Interest expense is associated with interest charged on unsecured revolving credit facilities, term loans, and notes.
Loss on debt extinguishment and termination of derivative instruments is representative of charges associated with debt extinguishments and termination of derivative instruments.
Loss from investments in partially owned entities is representative of our share of gains and losses associated with our minority ownership interests in joint ventures.
Impairment of related party loan receivable represents impairment charges associated with the loan issued to the Comfrio joint venture.
Loss on put option represents the fair value of put option associated with the Comfrio joint venture.
Other, net primarily includes foreign currency remeasurement, interest income, gains and losses on asset disposals, certain legal settlements, real estate related impairment charges and other miscellaneous items.
40
RESULTS OF OPERATIONS
Comparison of Results for the Three Months Ended September 30, 2024 and 2023
Warehouse Segment
The following table presents the operating results of our warehouse segment for the three months ended September 30, 2024 and 2023.
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2024 Actual | 2024 Constant Currency(1) | 2023 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of total warehouses | 235 | 238 | |||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Rent and storage | $ | 262,524 | $ | 266,889 | $ | 278,508 | (5.7) | % | (4.2) | % | |||||||||||||||||||
| Warehouse services | 349,657 | 352,118 | 324,097 | 7.9 | % | 8.6 | % | ||||||||||||||||||||||
| Total warehouse segment revenues | 612,181 | 619,007 | 602,605 | 1.6 | % | 2.7 | % | ||||||||||||||||||||||
| Power | 41,767 | 42,735 | 41,711 | 0.1 | % | 2.5 | % | ||||||||||||||||||||||
Other facilities costs (2) | 67,211 | 68,235 | 61,603 | 9.1 | % | 10.8 | % | ||||||||||||||||||||||
| Labor | 253,258 | 254,679 | 258,609 | (2.1) | % | (1.5) | % | ||||||||||||||||||||||
Other services costs (3) | 51,321 | 52,341 | 62,850 | (18.3) | % | (16.7) | % | ||||||||||||||||||||||
| Total warehouse segment cost of operations | $ | 413,557 | $ | 417,990 | $ | 424,773 | (2.6) | % | (1.6) | % | |||||||||||||||||||
| Warehouse segment contribution (NOI) | $ | 198,624 | $ | 201,017 | $ | 177,832 | 11.7 | % | 13.0 | % | |||||||||||||||||||
Warehouse rent and storage contribution (NOI) | $ | 153,546 | $ | 155,919 | $ | 175,194 | (12.4) | % | (11.0) | % | |||||||||||||||||||
Warehouse services contribution (NOI) | $ | 45,078 | $ | 45,098 | $ | 2,638 | 1,608.8 | % | 1,609.6 | % | |||||||||||||||||||
| Total warehouse segment margin | 32.4 | % | 32.5 | % | 29.5 | % | 293 bps | 296 bps | |||||||||||||||||||||
Rent and storage margin | 58.5 | % | 58.4 | % | 62.9 | % | -442 bps | -448 bps | |||||||||||||||||||||
Warehouse services margin | 12.9 | % | 12.8 | % | 0.8 | % | 1208 bps | 1199 bps | |||||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
(2)Includes real estate rent expense of $8.5 million and $9.3 million, on an actual basis, for the three months ended September 30, 2024 and 2023, respectively.
(3)Includes non-real estate rent expense (equipment lease and rentals) of $3.0 million and $3.9 million, on an actual basis, for the three months ended September 30, 2024 and 2023, respectively.
On a constant currency basis, our warehouse segment revenues increased $16.4 million, or 2.7%, compared to the same period in the prior year. This growth was primarily driven by $17.8 million of growth in our same store pool and offset by a decrease of $1.4 million in our non-same store pool both on a constant currency basis, further discussed below.
On a constant currency basis, our warehouse segment cost of operations decreased $6.8 million, or 1.6%, during the three months ended September 30, 2024, as compared to the same period of the prior year. This is primarily driven by a decrease of $4.8 million in our non-same store pool and a decrease of $2.0 million in same store pool both on a constant currency basis, further discussed below.
41
On a constant currency basis, warehouse segment NOI increased 13.0% during the three months ended September 30, 2024, as compared to the same period of the prior year. This is primarily due to increased NOI in our same store portfolio of $19.8 million on a constant currency basis, attributable to factors described below.
Same Store and Non-Same Store Results
The following table presents revenues, cost of operations, contribution (NOI) and margins for our same stores and non-same stores with a reconciliation to the total financial metrics of our warehouse segment for the three months ended September 30, 2024 and 2023.
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2024 Actual | 2024 Constant Currency(1) | 2023 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of same store sites | 226 | 226 | |||||||||||||||||||||||||||
| Same store revenues: | (Dollars in thousands) | ||||||||||||||||||||||||||||
| Rent and storage | $ | 253,907 | $ | 258,326 | $ | 266,947 | (4.9) | % | (3.2) | % | |||||||||||||||||||
| Warehouse services | 340,647 | 343,179 | 316,769 | 7.5 | % | 8.3 | % | ||||||||||||||||||||||
| Total same store revenues | 594,554 | 601,505 | 583,716 | 1.9 | % | 3.0 | % | ||||||||||||||||||||||
| Same store cost of operations: | |||||||||||||||||||||||||||||
| Power | 40,330 | 41,305 | 39,396 | 2.4 | % | 4.8 | % | ||||||||||||||||||||||
| Other facilities costs | 64,446 | 65,476 | 57,367 | 12.3 | % | 14.1 | % | ||||||||||||||||||||||
| Labor | 242,824 | 244,305 | 247,648 | (1.9) | % | (1.3) | % | ||||||||||||||||||||||
| Other services costs | 48,302 | 49,187 | 57,895 | (16.6) | % | (15.0) | % | ||||||||||||||||||||||
| Total same store cost of operations | $ | 395,902 | $ | 400,273 | $ | 402,306 | (1.6) | % | (0.5) | % | |||||||||||||||||||
| Same store contribution (NOI) | $ | 198,652 | $ | 201,232 | $ | 181,410 | 9.5 | % | 10.9 | % | |||||||||||||||||||
Same store rent and storage contribution (NOI) | $ | 149,131 | $ | 151,545 | $ | 170,184 | (12.4) | % | (11.0) | % | |||||||||||||||||||
Same store services contribution (NOI) | $ | 49,521 | $ | 49,687 | $ | 11,226 | 341.1 | % | 342.6 | % | |||||||||||||||||||
| Total same store margin | 33.4 | % | 33.5 | % | 31.1 | % | 233 bps | 238 bps | |||||||||||||||||||||
Same store rent and storage margin | 58.7 | % | 58.7 | % | 63.8 | % | -502 bps | -509 bps | |||||||||||||||||||||
Same store services margin | 14.5 | % | 14.5 | % | 3.5 | % | 1099 bps | 1093 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.
42
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2024 Actual | 2024 Constant Currency(1) | 2023 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
Number of non-same store sites | 9 | 12 | |||||||||||||||||||||||||||
| Non-same store revenues: | (Dollars in thousands) | ||||||||||||||||||||||||||||
| Rent and storage | $ | 8,617 | $ | 8,563 | $ | 11,561 | n/r | n/r | |||||||||||||||||||||
| Warehouse services | 9,010 | 8,939 | 7,328 | n/r | n/r | ||||||||||||||||||||||||
| Total non-same store revenues | 17,627 | 17,502 | 18,889 | n/r | n/r | ||||||||||||||||||||||||
| Non-same store cost of operations: | |||||||||||||||||||||||||||||
| Power | 1,437 | 1,430 | 2,315 | n/r | n/r | ||||||||||||||||||||||||
| Other facilities costs | 2,765 | 2,759 | 4,236 | n/r | n/r | ||||||||||||||||||||||||
| Labor | 10,434 | 10,374 | 10,961 | n/r | n/r | ||||||||||||||||||||||||
| Other services costs | 3,019 | 3,154 | 4,955 | n/r | n/r | ||||||||||||||||||||||||
| Total non-same store cost of operations | $ | 17,655 | $ | 17,717 | $ | 22,467 | n/r | n/r | |||||||||||||||||||||
| Non-same store contribution (NOI) | $ | (28) | $ | (215) | $ | (3,578) | n/r | n/r | |||||||||||||||||||||
Non-same store rent and storage contribution (NOI) | $ | 4,415 | $ | 4,374 | $ | 5,010 | n/r | n/r | |||||||||||||||||||||
Non-same store services contribution (NOI) | $ | (4,443) | $ | (4,589) | $ | (8,588) | n/r | n/r | |||||||||||||||||||||
| Total non-same store margin | (0.2) | % | (1.2) | % | (18.9) | % | n/r | n/r | |||||||||||||||||||||
Non-same store rent and storage margin | 51.2 | % | 51.1 | % | 43.3 | % | n/r | n/r | |||||||||||||||||||||
Non-same store services margin | (49.3) | % | (51.3) | % | (117.2) | % | n/r | n/r | |||||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
n/r - not relevant
43
The following table provides certain operating metrics to explain the drivers of our same store performance.
| Three Months Ended September 30, | Change | ||||||||||||||||
| Units in thousands except per pallet and site number data - unaudited | 2024 | 2023 | |||||||||||||||
| Number of same store sites | 226 | 226 | |||||||||||||||
| Same store rent and storage: | |||||||||||||||||
Economic occupancy | |||||||||||||||||
| Average economic occupied pallets | 4,093 | 4,390 | (6.8) | % | |||||||||||||
| Economic occupancy percentage | 78.0 | % | 83.9 | % | -590 bps | ||||||||||||
| Same store rent and storage revenues per average economic occupied pallet | $ | 62.03 | $ | 60.81 | 2.0 | % | |||||||||||
| Constant currency same store rent and storage revenues per average economic occupied pallet | $ | 63.11 | $ | 60.81 | 3.8 | % | |||||||||||
Physical occupancy | |||||||||||||||||
| Average physical occupied pallets | 3,557 | 3,966 | (10.3) | % | |||||||||||||
| Average physical pallet positions | 5,250 | 5,235 | 0.3 | % | |||||||||||||
| Physical occupancy percentage | 67.8 | % | 75.8 | % | -801 bps | ||||||||||||
| Same store rent and storage revenues per average physical occupied pallet | $ | 71.38 | $ | 67.31 | 6.1 | % | |||||||||||
| Constant currency same store rent and storage revenues per average physical occupied pallet | $ | 72.62 | $ | 67.31 | 7.9 | % | |||||||||||
| Same store warehouse services: | |||||||||||||||||
| Throughput pallets (in thousands) | 8,885 | 9,106 | (2.4) | % | |||||||||||||
| Same store warehouse services revenues per throughput pallet | $ | 38.34 | $ | 34.79 | 10.2 | % | |||||||||||
| Constant currency same store warehouse services revenues per throughput pallet | $ | 38.62 | $ | 34.79 | 11.0 | % | |||||||||||
Number of non-same store sites | 9 | 12 | |||||||||||||||
| Non-same store rent and storage: | |||||||||||||||||
Economic occupancy | |||||||||||||||||
| Average economic occupied pallets | 144 | 122 | n/r | ||||||||||||||
| Economic occupancy percentage | 52.4 | % | 61.0 | % | n/r | ||||||||||||
| Non-same store rent and storage revenues per average economic occupied pallet | $ | 59.84 | $ | 94.76 | n/r | ||||||||||||
| Constant currency non-same store rent and storage revenues per average economic occupied pallet | $ | 59.47 | $ | 94.76 | n/r | ||||||||||||
Physical occupancy | |||||||||||||||||
| Average physical occupied pallets | 125 | 95 | n/r | ||||||||||||||
| Average physical pallet positions | 275 | 200 | n/r | ||||||||||||||
| Physical occupancy percentage | 45.5 | % | 47.5 | % | n/r | ||||||||||||
| Non-same store rent and storage revenues per average physical occupied pallet | $ | 68.94 | $ | 121.69 | n/r | ||||||||||||
| Constant currency non-same store rent and storage revenues per average physical occupied pallet | $ | 68.50 | $ | 121.69 | n/r | ||||||||||||
| Non-same store warehouse services: | |||||||||||||||||
| Throughput pallets (in thousands) | 320 | 264 | n/r | ||||||||||||||
| Non-same store warehouse services revenues per throughput pallet | $ | 28.16 | $ | 27.76 | n/r | ||||||||||||
| Constant currency non-same store warehouse services revenues per throughput pallet | $ | 27.93 | $ | 27.76 | n/r | ||||||||||||
n/r - not relevant
44
Same store storage revenue decreased $8.6 million on a constant currency basis. This was primarily due to a decrease in economic occupancy of 590 bps. Economic occupancy decreased primarily due to our customers’ slow down in food production levels, which is impacted by the economic strains felt by the end-consumer resulting in basket sizes shrinking and less pantry stocking. This was partially offset by an increase in fixed committed contracts and customer pricing and rate escalation initiatives. Specifically, our constant currency same store rent and storage revenue per average economic occupied pallet increased 3.8% during the three months ended September 30, 2024 as compared to the same period in the prior year.
Same store warehouse services revenue increased $26.4 million on a constant currency basis, primarily due to pricing initiatives, improved revenue capture, and incremental value added services. Specifically, our constant currency same store services revenues per throughput pallet increased 11.0% during the three month period ending September 30, 2024 as compared to the same period of the prior year. This was partially offset by a decrease in throughput of 2.4% related to a decline in end-consumer demand and spending primarily due to the impact of inflation on the costs of food.
Same store warehouse costs of operations decreased on a constant currency basis by $2.0 million primarily driven by lower labor and other service costs. Labor costs decreased as a result of lower throughput volume resulting in less overtime and contracted labor, in addition to labor efficiencies. Other service costs decreased due to lower throughput volumes resulting in lower costs associated with supply purchases, equipment maintenance, productivity improvements as well as lower customer claims reserve expense. This was partially offset by an increase in power and other facilities costs, primarily facility maintenance, due to ongoing inflationary pressures.
Transportation Segment
The following table presents the operating results of our transportation segment for the three months ended September 30, 2024 and 2023.
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2024 Actual | 2024 Constant Currency(1) | 2023 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Transportation services | $ | 51,764 | $ | 52,829 | $ | 55,642 | (7.0) | % | (5.1) | % | |||||||||||||||||||
| Transportation services cost of operations | 43,323 | 44,125 | 45,983 | (5.8) | % | (4.0) | % | ||||||||||||||||||||||
| Transportation segment contribution (NOI) | $ | 8,441 | $ | 8,704 | $ | 9,659 | (12.6) | % | (9.9) | % | |||||||||||||||||||
| Transportation margin | 16.3 | % | 16.5 | % | 17.4 | % | -105 bps | -88 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 $2.8 million, or 5.1%, compared to the same period in the prior year. The decrease was primarily due to lower volumes associated with certain warehouses in the UK which resulted in a strategic transition of the transportation business to a third-party logistics model, the
45
loss of volume from a customer in the United States during the second quarter of 2024 (which resumed during the third quarter of 2024), and the softening of transportation demand in the general macro-environment.
On a constant currency basis transportation cost of operations decreased $1.9 million, or 4.0%, compared to the same period in the prior year. The decrease was due to the same factors contributing to the decline in revenue mentioned above.
On a constant currency basis the transportation segment contribution NOI decreased $1.0 million or 9.9%, compared to the same period in the prior year due to the factors mentioned above.
Third-Party Managed Segment
The following table presents the operating results of our third-party managed segment for the three months ended September 30, 2024 and 2023:
| Three Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2024 Actual | 2024 Constant Currency(1) | 2023 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of managed sites | 4 | 5 | n/a | n/a | |||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Third-party managed services | $ | 10,226 | $ | 10,079 | $ | 9,692 | 5.5 | % | 4.0 | % | |||||||||||||||||||
| Third-party managed services cost of operations | 8,073 | 7,968 | 8,063 | 0.1 | % | (1.2) | % | ||||||||||||||||||||||
| Third-party managed segment contribution | $ | 2,153 | $ | 2,111 | $ | 1,629 | 32.2 | % | 29.6 | % | |||||||||||||||||||
| Third-party managed margin | 21.1 | % | 20.9 | % | 16.8 | % | 425 bps | 414 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.
n/a - not applicable
On a constant currency basis, third-party managed revenues increased $0.4 million, or 4.0%, as compared to the same period in the prior year.
On a constant currency basis, third-party managed cost of operations decreased $0.1 million, or 1.2%, as compared to the same period in the prior year.
On a constant currency basis, third-party managed segment contribution (NOI) increased $0.5 million, or 29.6% as compared to the same period in the prior year. The improvement in margin is primarily due to operational and customer pricing improvements in Australia and certain North America locations. This is offset by the ceased operation of a certain third party managed site during the three months ended June 30, 2024.
Other Consolidated Operating Expenses
Depreciation and amortization. Depreciation and amortization expense decreased $0.4 million, or 0.4%, during the three months ended September 30, 2024 as compared to the same period in the prior year.
46
Selling, general, and administrative. During the three months ended September 30, 2024, corporate-level selling, general, and administrative expenses increased $11.3 million, or 21.5%, compared to $52.4 million for the same period in the prior year. This was primarily driven by the go live of Project Orion during the three months ended June 30, 2024, which resulted in less capitalized labor and higher software related expenses (primarily subscription charges and amortization of deferred costs). This increase also includes general increases in office administrative expenses, most notably data communications, and information security related investments.
Acquisition, cyber incident, and other, net. Corporate-level acquisition, cyber incident and other, net include the following:
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| 2024 | 2023 | $ | % | ||||||||||||||||||||
Acquisition, cyber incident, and other, net: | (Dollars in thousands) | ||||||||||||||||||||||
| Project Orion expenses | $ | 21,595 | $ | 3,215 | $ | 18,380 | n/r | ||||||||||||||||
| Acquisition and integration related costs | 2,288 | 648 | 1,640 | n/r | |||||||||||||||||||
| Severance costs | 1,392 | 3,263 | (1,871) | (57.3) | % | ||||||||||||||||||
| Other, net | — | 1,400 | (1,400) | (100.0) | % | ||||||||||||||||||
| Cyber incident related costs, net of insurance recoveries | 739 | 5,405 | (4,666) | (86.3) | % | ||||||||||||||||||
| $ | 26,014 | $ | 13,931 | $ | 12,083 | 86.7 | % | ||||||||||||||||
| n/r - not relevant | |||||||||||||||||||||||
Corporate-level Acquisition, cyber incident, and other, net was $26.0 million for the three months ended September 30, 2024, an increase of $12.1 million compared to the three months ended September 30, 2023.
Project Orion expenses represent the non-capitalizable portion of our Project Orion costs, which is an investment in and transformation of our technology systems, business processes and customer solutions. The project includes the implementation of a new, best-in-class, cloud-based “ERP” software system. These costs have increased by $18.4 million primarily due to increased contract labor, professional fees, and other non-capitalizable implementation costs.
Cyber incident related costs, net of insurance recoveries, decreased by $4.7 million during the three months ended September 30, 2024 compared to the same period in the prior year. Costs for the three months ended September 30, 2023 were comprised primarily of incremental claim reserves and professional and legal fees related to the 2023 Cyber incident further described in Note 1 - General to these Condensed Consolidated Financial Statements.
(Gain) loss from sale of real estate. The Company’s gain or loss activity related to the sale of real estate was not significant during the three months ended September 30, 2024 or 2023.
47
Other Income and Expense
The following table presents items of other income and expense for the three months ended September 30, 2024 and 2023.
| Three Months Ended September 30, | Change | |||||||||||||||||||
| 2024 | 2023 | $ | % | |||||||||||||||||
| Other (expense) income: | (Dollars in thousands) | |||||||||||||||||||
| Interest expense | $ | (34,255) | $ | (35,572) | $ | (1,317) | (3.7) | % | ||||||||||||
| Loss on debt extinguishment and termination of derivative instruments | $ | (218) | $ | (683) | $ | (465) | (68.1) | % | ||||||||||||
| Loss from investments in partially owned entities | $ | (1,037) | $ | (259) | $ | 778 | n/r | |||||||||||||
| Other, net | $ | 770 | $ | 723 | $ | 47 | 6.5 | % | ||||||||||||
| Gain from discontinued operations, net of tax | $ | — | $ | 203 | $ | (203) | (100.0) | % | ||||||||||||
| n/r - not relevant | ||||||||||||||||||||
Interest expense. Interest expense decreased $1.3 million, or 3.7%, compared to the three months ended September 30, 2023. This was primarily due the Company’s purchase of eleven facilities previously accounted for as failed sale-leasebacks transactions, thus resulting in lower interest expense. Additionally, there was more capitalized interest in the current period, which also contributed to the decrease. This was partially offset by the effective interest rate on our outstanding debt increasing from 4.02% to to 4.10% as of September 30, 2023 and September 30, 2024, respectively.
Loss on debt extinguishment and termination of derivative instruments. Loss on debt extinguishment and termination of derivative instruments decreased $0.5 million, compared to the three months ended September 30, 2023. This is primarily related to the full amortization of the previously terminated interest rate swaps further described in Note 5 - Derivatives to these Condensed Consolidated Financial Statements.
Loss from investments in partially owned entities. Loss from investments in partially owned entities increased $0.8 million, compared to the three months ended September 30, 2023. This is primarily due to a decrease in earnings from Superfrio due to lower occupancy rates and higher interest expense.
Other, net. Other, net was a benefit of $0.8 million for the three months ended September 30, 2024, compared to a benefit of $0.7 million for the three months ended September 30, 2023. The components of Other, net are included in the table below.
48
| Three Months Ended September 30, | Change | ||||||||||||||||
| 2024 | 2023 | $ | % | ||||||||||||||
| Other, net: | (Dollars in thousands) | ||||||||||||||||
| Interest income | $ | 1,509 | $ | 647 | $ | 862 | 133.2 | % | |||||||||
| Other income (expense) | 1,743 | (244) | 1,987 | n/r | |||||||||||||
| Impairment charges on certain real estate assets | (2,953) | — | (2,953) | (100.0) | % | ||||||||||||
| Gain from other asset disposals | 471 | 320 | 151 | 47.2 | % | ||||||||||||
| $ | 770 | $ | 723 | $ | 47 | 6.5 | % | ||||||||||
| n/r - not relevant | |||||||||||||||||
Income Tax Benefit (Expense)
Income tax benefit for the three months ended September 30, 2024 was $0.8 million, an increase of $0.3 million from an income tax benefit of $0.5 million for the three months ended September 30, 2023. The increase is primarily the result of changes in the blend of pre-tax book income and losses generated year over year by jurisdiction.
49
Comparison of Results for the Nine Months Ended September 30, 2024 and 2023
Warehouse Segment
The following table presents the operating results of our warehouse segment for the nine months ended September 30, 2024 and 2023.
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2024 Actual | 2024 Constant Currency(1) | 2023 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of total warehouses | 235 | 238 | |||||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Rent and storage | $ | 799,619 | $ | 815,279 | $ | 825,100 | (3.1) | % | (1.2) | % | |||||||||||||||||||
| Warehouse services | 1,010,659 | 1,021,897 | 953,727 | 6.0 | % | 7.1 | % | ||||||||||||||||||||||
| Total warehouse segment revenues | 1,810,278 | 1,837,176 | 1,778,827 | 1.8 | % | 3.3 | % | ||||||||||||||||||||||
| Power | 112,182 | 115,229 | 113,751 | (1.4) | % | 1.3 | % | ||||||||||||||||||||||
Other facilities costs (2) | 195,190 | 199,343 | 183,576 | 6.3 | % | 8.6 | % | ||||||||||||||||||||||
| Labor | 747,057 | 754,690 | 770,952 | (3.1) | % | (2.1) | % | ||||||||||||||||||||||
Other services costs (3) | 155,563 | 158,834 | 185,047 | (15.9) | % | (14.2) | % | ||||||||||||||||||||||
| Total warehouse segment cost of operations | $ | 1,209,992 | $ | 1,228,096 | $ | 1,253,326 | (3.5) | % | (2.0) | % | |||||||||||||||||||
| Warehouse segment contribution (NOI) | $ | 600,286 | $ | 609,080 | $ | 525,501 | 14.2 | % | 15.9 | % | |||||||||||||||||||
Warehouse rent and storage contribution (NOI) | $ | 492,247 | $ | 500,707 | $ | 527,773 | (6.7) | % | (5.1) | % | |||||||||||||||||||
Warehouse services contribution (NOI) | $ | 108,039 | $ | 108,373 | $ | (2,272) | (4,855.2) | % | (4,869.9) | % | |||||||||||||||||||
| Total warehouse segment margin | 33.2 | % | 33.2 | % | 29.5 | % | 362 bps | 361 bps | |||||||||||||||||||||
Rent and storage margin | 61.6 | % | 61.4 | % | 64.0 | % | -240 bps | -255 bps | |||||||||||||||||||||
Warehouse services margin | 10.7 | % | 10.6 | % | (0.2) | % | 1093 bps | 1084 bps | |||||||||||||||||||||
(2) Includes real estate rent expense of $26.9 million and $28.2 million, on an actual basis, for the nine months ended September 30, 2024 and 2023, respectively.
(3) Includes non-real estate rent expense (equipment lease and rentals) of $9.5 million and $11.0 million, on an actual basis, for the nine months ended September 30, 2024 and 2023, respectively.
On a constant currency basis, our warehouse segment revenues increased $58.3 million, or 3.3%, during the nine months ended September 30, 2024, compared to the same period in the prior year. This growth was driven by an increase of $52.5 million in our same store pool, and an increase of $5.9 million in our non same store pool, both on a constant currency basis, due to factors further discussed below.
On a constant currency basis, our warehouse segment cost of operations decreased $25.2 million, or 2.0%, during the nine months ended September 30, 2024, compared to the same period in the prior year. The cost of operations for our same store pool decreased $20.1 million, and decreased $5.2 million in our non same store pool, both on a constant currency basis, due to factors further described below.
On a constant currency basis, warehouse segment NOI increased 15.9% during the nine months ended September 30, 2024, compared to the same period in the prior year. The NOI for our same store pool increased $72.5 million, or 13.4%, and our non same store pool increased $11.0 million, both on a constant currency basis, primarily attributable to factors described below.
50
Same Store and Non-Same Store Analysis
The following table presents revenues, cost of operations, contribution (NOI) and margins for our same stores and non-same stores with a reconciliation to the total financial metrics of our warehouse segment for the nine months ended September 30, 2024 and 2023.
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2024 Actual | 2024 Constant Currency(1) | 2023 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of same store sites | 226 | 226 | |||||||||||||||||||||||||||
| Same store revenues: | (Dollars in thousands) | ||||||||||||||||||||||||||||
| Rent and storage | $ | 768,127 | $ | 783,760 | $ | 795,130 | (3.4) | % | (1.4) | % | |||||||||||||||||||
| Warehouse services | 985,830 | 996,998 | 933,164 | 5.6 | % | 6.8 | % | ||||||||||||||||||||||
| Total same store revenues | 1,753,957 | 1,780,758 | 1,728,294 | 1.5 | % | 3.0 | % | ||||||||||||||||||||||
| Same store cost of operations: | |||||||||||||||||||||||||||||
| Power | 107,049 | 110,091 | 108,372 | (1.2) | % | 1.6 | % | ||||||||||||||||||||||
| Other facilities costs | 182,834 | 186,889 | 171,827 | 6.4 | % | 8.8 | % | ||||||||||||||||||||||
| Labor | 712,660 | 720,216 | 734,684 | (3.0) | % | (2.0) | % | ||||||||||||||||||||||
| Other services costs | 145,576 | 148,696 | 171,078 | (14.9) | % | (13.1) | % | ||||||||||||||||||||||
| Total same store cost of operations | $ | 1,148,119 | $ | 1,165,892 | $ | 1,185,961 | (3.2) | % | (1.7) | % | |||||||||||||||||||
| Same store contribution (NOI) | $ | 605,838 | $ | 614,866 | $ | 542,333 | 11.7 | % | 13.4 | % | |||||||||||||||||||
| Same store rent and storage contribution (NOI) | $ | 478,244 | $ | 486,780 | $ | 514,931 | (7.1) | % | (5.5) | % | |||||||||||||||||||
| Same store services contribution (NOI) | $ | 127,594 | $ | 128,086 | $ | 27,402 | 365.6 | % | 367.4 | % | |||||||||||||||||||
| Total same store margin | 34.5 | % | 34.5 | % | 31.4 | % | 316 bps | 315 bps | |||||||||||||||||||||
| Same store rent and storage margin | 62.3 | % | 62.1 | % | 64.8 | % | -250 bps | -265 bps | |||||||||||||||||||||
| Same store services margin | 12.9 | % | 12.8 | % | 2.9 | % | 1001 bps | 991 bps | |||||||||||||||||||||
51
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2024 Actual | 2024 Constant Currency(1) | 2023 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of non-same store sites | 9 | 12 | |||||||||||||||||||||||||||
| Non-same store revenues: | (Dollars in thousands) | ||||||||||||||||||||||||||||
| Rent and storage | $ | 31,492 | $ | 31,519 | $ | 29,970 | n/r | n/r | |||||||||||||||||||||
| Warehouse services | 24,829 | 24,899 | 20,563 | n/r | n/r | ||||||||||||||||||||||||
| Total non-same store revenues | 56,321 | 56,418 | 50,533 | n/r | n/r | ||||||||||||||||||||||||
| Non-same store cost of operations: | |||||||||||||||||||||||||||||
| Power | 5,133 | 5,138 | 5,379 | n/r | n/r | ||||||||||||||||||||||||
| Other facilities costs | 12,356 | 12,454 | 11,749 | n/r | n/r | ||||||||||||||||||||||||
| Labor | 34,397 | 34,474 | 36,268 | n/r | n/r | ||||||||||||||||||||||||
| Other services costs | 9,987 | 10,138 | 13,969 | n/r | n/r | ||||||||||||||||||||||||
| Total non-same store cost of operations | $ | 61,873 | $ | 62,204 | $ | 67,365 | n/r | n/r | |||||||||||||||||||||
| Non-same store contribution (NOI) | $ | (5,552) | $ | (5,786) | $ | (16,832) | n/r | n/r | |||||||||||||||||||||
Non-same store rent and storage contribution (NOI)( | $ | 14,003 | $ | 13,927 | $ | 12,842 | n/r | n/r | |||||||||||||||||||||
Non-same store services contribution (NOI) | $ | (19,555) | $ | (19,713) | $ | (29,674) | n/r | n/r | |||||||||||||||||||||
| Total non-same store margin | (9.9) | % | (10.3) | % | (33.3) | % | n/r | n/r | |||||||||||||||||||||
Non-same store rent and storage margin | 44.5 | % | 44.2 | % | 42.8 | % | n/r | n/r | |||||||||||||||||||||
Non-same store services margin(5) | (78.8) | % | (79.2) | % | (144.3) | % | n/r | n/r | |||||||||||||||||||||
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
n/r - not relevant
52
The following table provides certain operating metrics to explain the drivers of our same store and non-same store performance.
| Nine Months Ended September 30, | |||||||||||||||||
| Units in thousands except per pallet and site number data - unaudited | 2024 | 2023 | Change | ||||||||||||||
| Number of same store sites | 226 | 226 | |||||||||||||||
| Same store rent and storage: | |||||||||||||||||
| Economic occupancy | |||||||||||||||||
| Average economic occupied pallets | 4,167 | 4,437 | (6.1) | % | |||||||||||||
| Economic occupancy percentage | 79.4 | % | 84.3 | % | -490 bps | ||||||||||||
| Same store rent and storage revenues per average economic occupied pallet | $ | 184.34 | $ | 179.20 | 2.9 | % | |||||||||||
| Constant currency same store rent and storage revenues per average economic occupied pallet | $ | 188.09 | $ | 179.20 | 5.0 | % | |||||||||||
Physical occupancy | |||||||||||||||||
| Average physical occupied pallets | 3,618 | 4,057 | (10.8) | % | |||||||||||||
| Average physical pallet positions | 5,247 | 5,262 | (0.3) | % | |||||||||||||
| Physical occupancy percentage | 69.0 | % | 77.1 | % | -815 bps | ||||||||||||
| Same store rent and storage revenues per average physical occupied pallet | $ | 212.31 | $ | 195.99 | 8.3 | % | |||||||||||
| Constant currency same store rent and storage revenues per average physical occupied pallet | $ | 216.63 | $ | 195.99 | 10.5 | % | |||||||||||
| Same store warehouse services: | |||||||||||||||||
| Throughput pallets (in thousands) | 26,283 | 27,374 | (4.0) | % | |||||||||||||
| Same store warehouse services revenues per throughput pallet | $ | 37.51 | $ | 34.09 | 10.0 | % | |||||||||||
| Constant currency same store warehouse services revenues per throughput pallet | $ | 37.93 | $ | 34.09 | 11.3 | % | |||||||||||
| Number of non-same store sites | 9 | 12 | |||||||||||||||
| Non-same store rent and storage: | |||||||||||||||||
| Economic occupancy | |||||||||||||||||
| Average economic occupied pallets | 148 | 111 | n/r | ||||||||||||||
| Economic occupancy percentage | 53.2 | % | 68.1 | % | n/r | ||||||||||||
| Non-same store rent and storage revenues per average economic occupied pallet | $ | 212.78 | $ | 270.00 | n/r | ||||||||||||
| Constant currency non-same store rent and storage revenues per average economic occupied pallet | $ | 212.97 | $ | 270.00 | n/r | ||||||||||||
| Physical occupancy | |||||||||||||||||
| Average physical occupied pallets | 126 | 89 | n/r | ||||||||||||||
| Average physical pallet positions | 278 | 163 | n/r | ||||||||||||||
| Physical occupancy percentage | 45.3 | % | 54.6 | % | n/r | ||||||||||||
| Non-same store rent and storage revenues per average physical occupied pallet | $ | 249.94 | $ | 336.74 | n/r | ||||||||||||
| Constant currency non-same store rent and storage revenues per average physical occupied pallet | $ | 250.15 | $ | 336.74 | n/r | ||||||||||||
| Non-same store warehouse services: | |||||||||||||||||
| Throughput pallets (in thousands) | 997 | 766 | n/r | ||||||||||||||
| Non-same store warehouse services revenues per throughput pallet | $ | 24.90 | $ | 26.84 | n/r | ||||||||||||
| Constant currency non-same store warehouse services revenues per throughput pallet | $ | 24.97 | $ | 26.84 | n/r | ||||||||||||
n/r - not relevant
53
Same store storage revenue decreased $11.4 million on a constant currency basis, primarily due to a decrease in economic occupancy of 490 bps. The economic occupancy decrease was primarily due to our customers’ slow down in food production levels, which is impacted by the economic strains felt by the end-consumer resulting in basket sizes shrinking and less pantry stocking. This decrease was partially offset by an increase in fixed commitments. Specifically, our constant currency same store rent and storage revenues per average economic occupied pallet increased 5.0% during the nine months ended September 30, 2024 as compared to the same period in the prior year.
Same store services revenue increased $63.8 million on a constant currency basis, primarily due to our pricing initiatives, improved revenue capture, and incremental value added services. Specifically, our constant currency same store services revenue per throughput pallet increased 11.3% during the nine months ended September 30, 2024 as compared to the same period in the prior year. This was partially offset by a decrease in throughput of 4.0% related to a decline in end-consumer demand and spending primarily due to the impact of inflation on the costs of food.
Same store warehouse costs of operations decreased by $20.1 million on a constant currency basis, primarily driven by lower labor and other service costs. Labor costs decreased as a result of lower throughput volume of 4.0% resulting in less overtime and needed contract labor, in addition to labor efficiencies. Other service costs also decreased from lower throughput volumes of 4.0%. Other service costs decreased due to lower throughput volumes resulting in lower costs associated with supply purchases, equipment maintenance, productivity improvements as well as lower customer claims reserve expense. This was partially offset by an increase in power and other variable facilities costs, primarily facility maintenance, due to ongoing inflationary pressures.
54
Transportation Segment
The following table presents the operating results of our transportation segment for the nine months ended September 30, 2024 and 2023.
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2024 Actual | 2024 Constant Currency(1) | 2023 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Transportation services | $ | 159,254 | $ | 163,527 | $ | 181,792 | (12.4) | % | (10.0) | % | |||||||||||||||||||
| Transportation services cost of operations | 130,441 | 133,907 | 150,664 | (13.4) | % | (11.1) | % | ||||||||||||||||||||||
| Transportation segment contribution (NOI) | $ | 28,813 | $ | 29,620 | $ | 31,128 | (7.4) | % | (4.8) | % | |||||||||||||||||||
| Transportation margin | 18.1 | % | 18.1 | % | 17.1 | % | 97 bps | 99 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 $18.3 million, or 10.0%. The decrease was primarily due to lower volumes associated with certain warehouses in the UK which resulted in a strategic transition of the transportation business to a third-party logistics model, the loss of a major customer in the United States that is expected to return later this year, and the softening of transportation demand in the general macro-environment.
On a constant currency basis transportation cost of operations decreased $16.8 million, or 11.1%. The decrease was due to the same factors contributing to the decline in revenue mentioned above.
On a constant currency basis the transportation segment contribution NOI decreased $1.5 million or 4.8%, compared to the same period in the prior year due to the factors mentioned above.
Third-Party Managed Segment
The following table presents the operating results of our third-party managed segment for the nine months ended September 30, 2024 and 2023.
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||||||||
| 2024 Actual | 2024 Constant Currency(1) | 2023 Actual | Actual | Constant Currency | |||||||||||||||||||||||||
| Number of managed sites | 4 | 5 | n/a | n/a | |||||||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||||||||
| Third-party managed services | $ | 30,574 | $ | 30,736 | $ | 33,419 | (8.5) | % | (8.0) | % | |||||||||||||||||||
| Third-party managed services cost of operations | 24,136 | 24,266 | 29,311 | (17.7) | % | (17.2) | % | ||||||||||||||||||||||
| Third-party managed segment contribution | $ | 6,438 | $ | 6,470 | $ | 4,108 | 56.7 | % | 57.5 | % | |||||||||||||||||||
| Third-party managed margin | 21.1 | % | 21.1 | % | 12.3 | % | 876 bps | 876 bps | |||||||||||||||||||||
55
On a constant currency basis, third-party managed revenues decreased $2.7 million, or 8.0%, during the nine months ended September 30, 2024, as compared to the same period in the prior year.
On a constant currency basis, third-party managed cost of operations decreased $5.0 million, or 17.2%, during the nine months ended September 30, 2024 as compared to the same period in the prior year.
On a constant currency basis, third-party managed segment contribution (NOI) increased $2.4 million, or 57.5% as compared to the same period in the prior year. The improvement in margin is primarily due to customer pricing and operational improvements in Australia and certain North America locations. Additionally, the third party managed segment costs are largely passed to the consumer, thus the decline in overall costs associated with the wind down of previously exited sites aligns with the corresponding decline in segment revenues. Lastly, the Company ceased operations of a certain third party managed site during the three months ended June 30, 2024, however, the impact of this exit was not significant.
Other Consolidated Operating Expenses
Depreciation and amortization. Depreciation and amortization expense increased $11.5 million, or 4.4%, during the nine months ended September 30, 2024 compared to the same period in the prior year. This increase was primarily due to the impact of our recently completed expansion and development projects. This is offset by less depreciation associated with certain automation assets.
Selling, general, and administrative. During the nine months ended September 30, 2024, corporate-level selling, general and administrative expenses increased $19.5 million, or 11.5%, compared to the same period in the prior year. This was primarily driven by general increases in office administrative expenses, most notably including data communications, information security related investments, and legal and professional fees. This increase also includes the impact of the go live of Project Orion during the three months ended June 30, 2024 which resulted in higher software related expenses (primarily subscription and deferred costs amortization).
Acquisition, cyber incident, and other, net. Corporate-level acquisition, cyber incident and other, net include the following:
| Nine Months Ended September 30, | Change | |||||||||||||||||||||||||
| 2024 | 2023 | $ | % | |||||||||||||||||||||||
| Acquisition, cyber incident, and other, net: | (Dollars in thousands) | |||||||||||||||||||||||||
| Project Orion expenses | $ | 41,393 | $ | 7,703 | $ | 33,690 | n/r | |||||||||||||||||||
| Acquisition and integration related costs | 4,639 | 4,837 | (198) | (4.1) | % | |||||||||||||||||||||
| Severance costs | 6,256 | 9,471 | (3,215) | (33.9) | % | |||||||||||||||||||||
| Other, net | (833) | 1,899 | (2,732) | (143.9) | % | |||||||||||||||||||||
| Cyber incident related costs, net of insurance recoveries | (7,430) | 24,403 | (31,833) | (130.4) | % | |||||||||||||||||||||
| $ | 44,025 | $ | 48,313 | $ | (4,288) | (8.9) | % | |||||||||||||||||||
| n/r - not relevant | ||||||||||||||||||||||||||
Corporate-level Acquisition, cyber incident, and other, net was $44.0 million for the nine months ended September 30, 2024, a decrease of $4.3 million compared to the nine months ended September 30, 2023.
56
Project Orion expenses represent the non-capitalizable portion of our Project Orion costs, which is an investment in and transformation of our technology systems, business processes and customer solutions. The project includes the implementation of a new, best-in-class, cloud-based “ERP” software system. These costs have increased by $33.7 million primarily due to increased contract labor, professional fees, and other non-capitalizable implementation costs.
Cyber incident related costs, net of insurance recoveries, decreased by $31.8 million partially related to a $10.0 million payment received during the three months ended June 30, 2024 for business interruption insurance. Costs for the nine months ended September 30, 2023 were comprised primarily of incremental claim reserves and professional and legal fees related to the 2023 Cyber incident further described in Note 1 - General to these Condensed Consolidated Financial Statements.
(Gain) loss from sale of real estate. (Gain) loss from sale of real estate during the nine months ended September 30, 2024 included a $3.5 million gain related to the strategic sale of a facility in our warehouse portfolio. During the nine months ended September 30, 2023, the Company recorded a $2.3 million gain from the sale of real estate related to the sale of a facility in Canada. The proceeds of the sale were used to repay outstanding Canadian-denominated Revolver short-term borrowings.
Other Income and Expense
The following table presents items of other income and expense for the nine months ended September 30, 2024 and 2023.
| Nine Months Ended September 30, | Change | |||||||||||||||||||
| 2024 | 2023 | $ | % | |||||||||||||||||
| Other (expense) income: | (Dollars in thousands) | |||||||||||||||||||
| Interest expense | $ | (100,865) | $ | (106,426) | $ | (5,561) | (5.2) | % | ||||||||||||
| Loss on debt extinguishment and termination of derivative instruments | $ | (116,082) | $ | (1,855) | $ | 114,227 | n/r | |||||||||||||
| Loss from investments in partially owned entities | $ | (3,020) | $ | (1,616) | $ | 1,404 | 86.9 | % | ||||||||||||
| Impairment of related party loan receivable | $ | — | $ | (21,972) | $ | (21,972) | (100.0) | % | ||||||||||||
| Loss on put option | $ | — | $ | (56,576) | $ | (56,576) | (100.0) | % | ||||||||||||
| Other, net | $ | 24,919 | $ | 1,741 | $ | 23,178 | n/r | |||||||||||||
| Loss from discontinued operations, net of tax | $ | — | $ | (10,453) | $ | (10,453) | (100.0) | % | ||||||||||||
| n/r - not relevant | ||||||||||||||||||||
Interest expense. Interest expense decreased $5.6 million, or 5.2%, compared to the nine months ended September 30, 2023. This was primarily due the Company’s purchase of eleven previously leased facilities accounted for as failed sale-leaseback transactions resulting in lower interest expense during the period, capitalized interest for developments, and lower average revolver balances.
Loss on debt extinguishment and termination of derivative instruments. Loss on debt extinguishment and termination of derivative instruments increased $114.2 million, compared to the nine months ended September 30, 2023. The increase was primarily due to the purchase of eleven failed sale-leaseback facilities, resulting in a loss on debt extinguishment of $115.1 million.
57
Loss from investments in partially owned entities. Loss from investments in partially owned entities increased $1.4 million, or 86.9%, compared to the nine months ended September 30, 2023. This is primarily due to a decrease in earnings from Superfrio due to lower occupancy rates and increased interest expense.
Impairment of related party loan receivable. Impairment of related party loan receivable was $22.0 million for the nine months ended September 30, 2023. During the fourth quarter of 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio borrowed $25.0 million from Americold at a 10% annual fixed interest rate. During the nine months ended September 30, 2023, the Company fully impaired the remaining balance.
Loss on put option. Loss on put option was $56.6 million for the nine months ended September 30, 2023, which represents the estimated loss recognized when the exercise of the Comfrio put was deemed probable. See Note 2 - Acquisitions and Discontinued Operations to the Condensed Consolidated Financial Statements herein for further details on the loss on put option.
Loss from discontinued operations, net of tax Loss from discontinued operations, net of tax was $10.5 million for the nine months ended September 30, 2023. See Note 2 - Acquisitions and Discontinued Operations to the Condensed Consolidated Financial Statements herein for further details on the components of this loss.
Other, net. Other, net was a benefit of $24.9 million for the nine months ended September 30, 2024, an increase of $23.2 million compared to a benefit of $1.7 million for the nine months ended September 30, 2023. This is primarily due to an $11.4 million gain related to the removal of hedge designation for the Company’s British pound revolver (of which $10.4 million was previously classified in Accumulated Other Comprehensive Income), in addition to an $8.4 million million settlement related to a representations and warranty claim related to a prior acquisition, both of which occurred during the nine months ended September 30, 2024.
| Nine Months Ended September 30, | Change | ||||||||||||||||
| 2024 | 2023 | $ | % | ||||||||||||||
| Other, net: | (Dollars in thousands) | ||||||||||||||||
| Gain from removal of hedge designation | $ | 11,431 | $ | — | $ | 11,431 | 100.0 | % | |||||||||
| Prior acquisition settlement | 8,391 | — | 8,391 | 100.0 | % | ||||||||||||
| Interest income | 3,731 | 1,738 | 1,993 | 114.7 | % | ||||||||||||
| Other income | 3,374 | 392 | 2,982 | n/r | |||||||||||||
| Impairment charges on certain real estate assets | (2,953) | — | (2,953) | (100.0) | % | ||||||||||||
| Gain (loss) from other asset disposals | 945 | (389) | 1,334 | n/r | |||||||||||||
| $ | 24,919 | $ | 1,741 | $ | 23,178 | n/r | |||||||||||
| n/r - not relevant | |||||||||||||||||
Income Tax Benefit
Income tax benefit for the nine months ended September 30, 2024 was $1.3 million, compared to an income tax benefit of $1.7 million for the nine months ended September 30, 2023. The change is primarily from improved operating results from foreign operations.
58
Non-GAAP Financial Measures
| We use the following non-GAAP financial measures as supplemental performance measures of our business: NAREIT FFO, Core FFO, Adjusted FFO, NAREIT EBITDAre, and Core EBITDA all of which are further defined below. Additionally we use NOI, Constant Currency metrics and Same Store metrics further described above. | ||
| We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance with U.S. GAAP, excluding extraordinary items as defined under U.S. GAAP and gains or losses from sales of previously depreciated operating real estate and other assets, plus specified non-cash items, such as real estate asset depreciation, amortization and impairment, as well as our share of reconciling items for partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization and gains or losses from sales of real estate 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, 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 Net (gain) loss on sale of non-real estate assets; Acquisition, cyber incident, and other, net; 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 deferred costs amortization; Our share of reconciling items related to partially owned entities; (Gain) loss from discontinued operations, net of tax; Impairment of related party loan receivable; Loss on put option; and Gain on sale of LATAM JV. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential. | ||
| However, because NAREIT FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the usefulness of NAREIT FFO and Core FFO as a measure of our performance may be limited. | ||
We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of Amortization of deferred financing costs and pension withdrawal liability; Amortization of below/above market leases; Straight-line rental expense 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. | ||
| FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO and Adjusted FFO should be evaluated along with U.S. GAAP net income (loss) and net income or loss per diluted share (the most directly comparable U.S. GAAP measures) in evaluating our operating performance. FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S. GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our condensed consolidated statements of operations included elsewhere in this Quarterly Report on Form 10-Q. FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our net income (loss) or cash flows from operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do. The table below reconciles FFO, Core FFO and Adjusted FFO to net (loss) income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP. | ||
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, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net loss | $ | (3,733) | $ | (2,096) | $ | (58,340) | $ | (109,469) | |||||||||||||||
| Real estate related depreciation | 56,083 | 56,373 | 168,768 | 165,654 | |||||||||||||||||||
| Loss (gain) from sale of real estate | — | 78 | (3,514) | (2,259) | |||||||||||||||||||
| Net loss (gain) on real estate related asset disposals | (27) | (25) | 66 | (25) | |||||||||||||||||||
| Impairment charges on certain real estate assets | 2,953 | — | 2,953 | — | |||||||||||||||||||
| Our share of reconciling items related to partially owned entities | 264 | 290 | 830 | 1,425 | |||||||||||||||||||
NAREIT FFO (c) | 55,540 | 54,620 | 110,763 | 55,326 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Net (gain) loss on sale of non-real estate assets | (443) | (296) | (1,011) | 413 | |||||||||||||||||||
| Acquisition, cyber incident, and other, net | 26,014 | 13,931 | 44,025 | 48,313 | |||||||||||||||||||
| Loss on debt extinguishment and termination of derivative instruments | 218 | 683 | 116,082 | 1,855 | |||||||||||||||||||
| Foreign currency exchange loss (gain) | 349 | 705 | (10,599) | 459 | |||||||||||||||||||
| Gain on legal settlement related to prior period operations | — | — | (6,104) | — | |||||||||||||||||||
| Project Orion deferred costs amortization | 1,810 | — | 2,391 | — | |||||||||||||||||||
| Our share of reconciling items related to partially owned entities | 409 | 147 | 689 | 248 | |||||||||||||||||||
| (Gain) loss from discontinued operations, net of tax | — | (203) | — | 8,072 | |||||||||||||||||||
| Impairment of related party loan receivable | — | — | — | 21,972 | |||||||||||||||||||
| Loss on put option | — | — | — | 56,576 | |||||||||||||||||||
| Gain on sale of LATAM JV | — | — | — | (304) | |||||||||||||||||||
Core FFO applicable to common stockholders (c) | 83,897 | 69,587 | 256,236 | 192,930 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Amortization of deferred financing costs and pension withdrawal liability | 1,301 | 1,286 | 3,884 | 3,805 | |||||||||||||||||||
| Amortization of below/above market leases | 363 | 369 | 1,091 | 1,146 | |||||||||||||||||||
| Straight-line rental expense adjustment | 321 | 544 | 1,277 | 414 | |||||||||||||||||||
| Deferred income tax benefit | (2,764) | (2,473) | (6,498) | (7,553) | |||||||||||||||||||
Stock-based compensation expense(b) | 6,256 | 6,203 | 18,939 | 17,812 | |||||||||||||||||||
| Non-real estate depreciation and amortization | 33,279 | 33,355 | 102,338 | 93,990 | |||||||||||||||||||
Maintenance capital expenditures (a) | (22,590) | (20,907) | (63,355) | (59,741) | |||||||||||||||||||
| Our share of reconciling items related to partially owned entities | 74 | 198 | 535 | 805 | |||||||||||||||||||
Adjusted FFO applicable to common stockholders(c) | $ | 100,137 | $ | 88,162 | $ | 314,447 | $ | 243,608 | |||||||||||||||
(a) Maintenance capital expenditures include capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology.
(b) Stock-based compensation expense excludes the stock compensation expense associated with employee awards granted in conjunction with Project Orion, which are recognized within Acquisition, cyber incident, and other, net.
(c) During the three months ended September 30, 2023, management excluded losses from discontinued operations from Core FFO applicable to common stockholders, and Adjusted FFO applicable to common stockholders and included certain losses from discontinued
operations for NAREIT FFO. For purposes of comparability using this same approach, the following adjusted historical results are
recasted as follows:
Recasted Nine Months Ended September 30, | |||||
| (in thousands) | 2023 | ||||
| NAREIT FFO | $54,694 | ||||
| Core FFO applicable to common stockholders | $194,631 | ||||
| Adjusted FFO applicable to common stockholders | $245,225 | ||||
60
We calculate NAREIT EBITDA for Real Estate, or EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, Net loss before Depreciation and amortization; Interest expense; Income tax benefit; Loss (gain) from sale of real estate; and Adjustment to reflect share of EBITDAre of partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful life of related assets among otherwise comparable companies. | ||
We also calculate our Core EBITDA as EBITDAre further adjusted for Acquisition, cyber incident, and other, net; Loss from investments in partially owned entities; Impairment of indefinite and long-lived assets;Foreign currency exchange loss (gain); Stock-based compensation expense; Loss on debt extinguishment and termination of derivative instruments; (Gain) loss on other asset disposals; Gain on legal settlement related to prior period operations; Project Orion deferred costs amortization; Reduction in EBITDAre from partially owned entities; Gain on sale of LATAM JV; (Gain) loss from discontinued operations, net of tax; Impairment of related party loan receivable; and Loss on put option. We believe that the presentation of Core EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre but which we do not believe are indicative of our core business operations. EBITDAre and Core EBITDA are not measurements of financial performance under U.S. GAAP, and our EBITDAre and Core EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Core EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with U.S. GAAP. Our calculations of EBITDAre and Core EBITDA have limitations as analytical tools, including: | ||
•these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures;
•these measures do not reflect changes in, or cash requirements for, our working capital needs;
•these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
•these measures do not reflect our tax expense or the cash requirements to pay our taxes; and
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.
| We use EBITDAre and Core EBITDA as measures of our operating performance and not as measures of liquidity. The table below reconciles EBITDAre and Core EBITDA to net (loss) income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP. | ||
61
| Reconciliation of Net Loss to NAREIT EBITDAre and Core EBITDA | ||||||||||||||
| (In thousands) | ||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||
| Net loss | (3,733) | (2,096) | (58,340) | (109,469) | ||||||||||
| Depreciation and amortization | 89,362 | 89,728 | 271,106 | 259,644 | ||||||||||
| Interest expense | 34,255 | 35,572 | 100,865 | 106,426 | ||||||||||
| Income tax benefit | (828) | (492) | (1,330) | (1,672) | ||||||||||
| Loss (gain) from sale of real estate | — | 78 | (3,514) | (2,259) | ||||||||||
| Adjustment to reflect share of EBITDAre of partially owned entities | 1,458 | 1,495 | 4,448 | 7,464 | ||||||||||
NAREIT EBITDAre (b) | $ | 120,514 | $ | 124,285 | $ | 313,235 | $ | 260,134 | ||||||
| Adjustments: | ||||||||||||||
| Acquisition, cyber incident, and other, net | 26,014 | 13,931 | 44,025 | 48,313 | ||||||||||
| Loss from investments in partially owned entities | 1,037 | 259 | 3,020 | 3,997 | ||||||||||
| Impairment of indefinite and long-lived assets | 2,953 | — | 2,953 | — | ||||||||||
| Foreign currency exchange loss (gain) | 349 | 705 | (10,599) | 459 | ||||||||||
Stock-based compensation expense(a) | 6,256 | 6,203 | 18,939 | 17,812 | ||||||||||
| Loss on debt extinguishment and termination of derivative instruments | 218 | 683 | 116,082 | 1,855 | ||||||||||
| (Gain) loss on other asset disposals | (470) | (321) | (945) | 388 | ||||||||||
| Gain on legal settlement related to prior period operations | — | — | (6,104) | — | ||||||||||
| Project Orion deferred costs amortization | 1,810 | — | 2,391 | — | ||||||||||
| Reduction in EBITDAre from partially owned entities | (1,458) | (1,495) | (4,448) | (7,464) | ||||||||||
| Gain on sale of LATAM JV | — | — | — | (304) | ||||||||||
| (Gain) loss from discontinued operations, net of tax | — | (203) | — | 8,072 | ||||||||||
| Impairment of related party loan receivable | — | — | — | 21,972 | ||||||||||
| Loss on put option | — | — | — | 56,576 | ||||||||||
| Core EBITDA | $ | 157,223 | $ | 144,047 | $ | 478,549 | $ | 411,810 | ||||||
(a) Stock-based compensation expense excludes the stock compensation expense associated with employee awards granted in conjunction with Project Orion, which are recognized within Acquisition, cyber incident, and other, net.
(b) During the three months ended September 30, 2023, management included certain losses from discontinued operations in NAREIT EBITDAre. For purposes of comparability using this same approach, the following adjusted historical results recasted are as follows:
Recasted Nine Months Ended September 30, | |||||
| (in thousands) | 2023 | ||||
| NAREIT EBITDAre | $258,699 | ||||
62
1LIQUIDITY AND CAPITAL RESOURCES21
Our principal sources of funding for our financial commitments include:
•current cash balances;
•cash flows from operations;
•our Senior Unsecured Revolving Credit Facility;
•our ATM Equity Program; and
•other forms of debt financings and equity offerings, including capital raises through joint ventures.
We expect that our funding sources as noted above are adequate and will continue to be adequate to meet our short-term and long-term liquidity requirements and capital commitments. These liquidity requirements and capital commitments include:
•operating activities and overall working capital;
•capital expenditures;
•capital contributions and investments in joint ventures;
•debt service obligations;
•quarterly stockholder distributions; and
•future development, expansion, and acquisition related activities.
Universal Shelf Registration Statement
On March 17, 2023, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No. 333-270664 and 333-270664-01) (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.
At the Market (ATM) Equity Program
On March 17, 2023, the Company entered into an equity distribution agreement pursuant to which we could sell, from time to time, up to an aggregate sales price of $900.0 million of our common stock through an ATM Equity Program (the “Prior ATM Equity Program”). Sales of our common stock made pursuant to the Prior ATM Equity Program could be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and the Company. Sales could also be made on a forward basis pursuant to separate forward sale agreements.
63
During August 2023, we sold 13,244,905 common shares under the Prior ATM Equity Program for net proceeds of $412.6 million. The net proceeds from sales of our common stock pursuant to the Prior ATM Equity Program were used to repay a portion of the revolver borrowings.
On November 9, 2023, we entered into an equity distribution agreement that was substantially identical to and replaced the prior equity distribution agreement, pursuant to which we may sell, from time to time, up to an additional $900.0 million of our common shares through our ATM Equity Program (the “Current ATM Equity Program”). During the three and nine months ended September 30, 2024, we did not sell any shares of our common stock under the Current ATM Equity Program.
Public Senior Unsecured Notes Offering
On September 12, 2024, we completed an underwritten public offering of $500.0 million aggregate principal amount of the Operating Partnership’s senior unsecured 5.409% notes (the “Public Senior Unsecured Notes”) due September 12, 2034. The Public Senior Unsecured Notes were offered pursuant to the Registration Statement further described in Note 1 - General l to these Condensed Consolidated Financial Statements. The Public Senior Unsecured 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, and certain subsidiaries of the Operating Partnership. The Public Senior Unsecured Notes bear interest at a rate of 5.409% per year, and interest is payable on March 12 and September 12 of each year, with the first payment occurring March 12, 2025.
In connection with the issuance of the Public Senior Unsecured Notes, we incurred approximately $5.9 million of debt issuance costs related to the issuance. The Company determined that the difference between amortizing such fees using the effective interest rate method and the straight line method was immaterial. Therefore, the fees will be recognized on a straight line basis over the term of the Public Senior Unsecured Notes as “Interest expense” on the Condensed Consolidated Statement of Operations. The proceeds from the issuance of the Public Senior Unsecured Notes were used to repay a portion of borrowings previously outstanding.
The indenture governing the Public Senior Unsecured Notes and guarantees (which includes the base indenture, dated September 12, 2024, as supplemented by the first supplemental indenture, dated September 12, 2024, and which are together referred to herein as the "indenture") includes an optional redemption provision. Prior to June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Public Senior Unsecured Notes being redeemed, or (ii) a make-whole premium calculated in accordance with the indenture. On or after June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Public Senior Unsecured Notes to be redeemed. In both cases, the prepayment amount must also include any unpaid interest accrued thereon to, but excluding, the redemption date
Summarized financial information of the aforementioned guarantors associated with the Public Senior Unsecured Notes is included herein within the Summarized Guarantor Financial Information section of Item 2. Management Discussion and Analysis to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q
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
64
take control of the products and sell them to third parties in order to recover any monies receivable on a delinquent account, but such products may be perishable or otherwise not readily salable by us. Historically, in instances where we have warehouseman’s liens and our customer sought bankruptcy protection, we have been successful in receiving “critical vendor” status, which has allowed us to fully collect on our accounts receivable during the pendency of the bankruptcy proceeding.
Our bad debt expense was $1.6 million and $1.0 million for the three months ended September 30, 2024 and 2023, and $3.0 million and $3.0 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, we maintained bad debt allowances of approximately $22.2 million, which we believe to be adequate.
Dividends and Distributions
As a REIT, we must distribute 90.0% of our taxable income (excluding capital gains) annually. While historically we have satisfied this distribution requirement by making cash distributions to our stockholders, we may choose to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our Board of Directors. Historically, we have distributed at least 100.0% of our taxable income annually, since inception, to minimize corporate-level federal income taxes.
The REIT distribution requirement limits our ability to rely on retained earnings to fund our ongoing operations compared to non-REIT companies. To meet financial commitments, capital needs, and REIT distribution requirements, we may raise capital through debt and equity markets and use our revolving credit facility.
For further information regarding dividends and distributions, refer to our Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K as filed with the SEC.
65
Outstanding Indebtedness
The following table summarizes our outstanding indebtedness as of September 30, 2024 (in thousands):
| Debt Summary: | |||||
Fixed rate(1) | $ | 3,115,009 | |||
| Variable rate - unhedged | 268,508 | ||||
| Total senior unsecured notes, term loans and borrowings under revolving line of credit | 3,383,517 | ||||
| Sale-leaseback financing obligations | 80,326 | ||||
| Financing lease obligations | 88,869 | ||||
| Total debt and debt-like obligations | $ | 3,552,712 | |||
| Percent of total debt and debt-like obligations: | |||||
Fixed rate(1) | 92.4 | % | |||
| Variable rate | 7.6 | % | |||
Effective interest rate as of September 30, 2024 | 4.10 | % | |||
The variable rate debt shown above bears interest at interest rates based on various one-month SOFR, CORRA, BBSW, EURIBOR, and BKBM rates, depending on the respective agreement governing the debt, including our global revolving credit facilities. As of September 30, 2024, our debt had a weighted average term to maturity of approximately 5.4 years, assuming exercise of extension options.
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 million previously classified within Accumulated Other Comprehensive Income, has been recorded as a gain on foreign exchange within “Other, net”on the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2024. The Company has determined that the impacts of this adjustment are immaterial to the current and prior period interim and annual financial statements and disclosures. Furthermore, the Company fully paid off the balance of this revolving debt during the nine months ended September 30, 2024.
For further information regarding outstanding indebtedness, please see Note 4 - Debt and Note 5 - Derivative Financial Instruments to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and Note 9 - Accumulated Other Comprehensive Income (Loss) to our Condensed Consolidated Financial Statements.
66
Aggregate Future Repayments of Indebtedness
The aggregate maturities of indebtedness (including extensions in which we are reasonably assured to exercise), excluding sale-leaseback financing obligations and financing lease obligations, as of September 30, 2024 for each of the next five years and thereafter, are as follows (in thousands):
Year ended: | |||||
| 2024 | $ | — | |||
| 2025 | — | ||||
| 2026 | 200,000 | ||||
| 2027 | 643,508 | ||||
| 2028 | 454,820 | ||||
2029 - Thereafter | 2,085,189 | ||||
Aggregate principal amount of indebtedness | 3,383,517 | ||||
Less: unamortized deferred financing costs | (14,568) | ||||
Total indebtedness, net of deferred financing costs | $ | 3,368,949 | |||
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 2023 Annual Report on Form 10-K.
Maintenance Capital Expenditures and Repair and Maintenance Expenses
We utilize a strategic and preventative approach to maintenance capital expenditures and repair and maintenance expenses to maintain the high quality and operational efficiency of our warehouses and ensure that our warehouses meet the “mission-critical” role they serve in the cold chain.
Maintenance Capital Expenditures
Maintenance capital expenditures are capitalized investments made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network. Such expenditures examples include roof and refrigeration equipment replacement, IT system updates, handling equipment upgrades, amongst others. Maintenance capital expenditures do not include acquisition costs contemplated with the purchase of a building.
67
The following table sets forth our maintenance capital expenditures for the three and nine months ended September 30, 2024 and 2023.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (In thousands, except per cubic foot amounts) | |||||||||||||||||||||||
| Real estate | $ | 20,836 | $ | 18,041 | $ | 58,001 | $ | 53,370 | |||||||||||||||
| Personal property | 981 | 692 | 2,931 | 2,384 | |||||||||||||||||||
| Information technology | 773 | 2,174 | 2,423 | 3,987 | |||||||||||||||||||
Maintenance capital expenditures | $ | 22,590 | $ | 20,907 | $ | 63,355 | $ | 59,741 | |||||||||||||||
Repair and Maintenance Expenses
We incur repair and maintenance expenses for normal maintenance, repairs, and replacements at our warehouses that do not materially extend the life of the property or provide future economic benefits. Such expenses are recognized as operating expenses on our Condensed Consolidated Statement of Operations. Examples of repair and maintenance expenses include roof, wall, and other handling equipment repairs.
The following table sets forth our repair and maintenance expenses for the three and nine months ended September 30, 2024 and 2023.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (In thousands, except per cubic foot amounts) | |||||||||||||||||||||||
| Real estate | $ | 10,579 | $ | 12,452 | $ | 35,516 | $ | 33,558 | |||||||||||||||
| Personal property | 22,445 | 17,987 | 57,668 | 55,048 | |||||||||||||||||||
| Repair and maintenance expenses | $ | 33,024 | $ | 30,439 | $ | 93,184 | $ | 88,606 | |||||||||||||||
External Growth, Expansion and Development Capital Expenditures
External growth expenditures represent asset acquisitions or business combinations. Expansion and development capital expenditures support customers and our warehouse expansions, including improvements to our information technology platform.
Examples of capital expenditures associated with expansion and development initiatives include funding of construction costs, warehouse capacity and pallet position expansion, implementing energy efficiency projects, such as thermal energy storage, and the delivery of new systems, software and customer interface functionality.
68
Acquisitions and Dispositions
For information regarding acquisitions and dispositions completed during 2023, refer to our 2023 Annual Report on Form 10-K.
During the nine months ended September 30, 2024, the Company purchased eleven facilities in the Company’s lease portfolio with a lessor that were previously accounted for as failed sale-leaseback financing obligations. Total cash outflows related to these purchases of $191.0 million 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 on debt extinguishment during the nine months ended September 30, 2024. These amounts are recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statements of Operations included herein.
During the nine months ended September 30, 2024, the Company sold a facility for proceeds of $9.0 million, resulting in the recognition of a gain of $3.6 million, which is included in “Loss (gain) from sale of real estate” on the Condensed Consolidated Statements of Operations.
Expansion and development
The expansion and development expenditures (inclusive of capitalized interest, compensation, and travel expenses) for the nine months ended September 30, 2024 include $30.2 million related to our two fully-automated, build-to-suit, development sites in Connecticut and Pennsylvania; $16.1 million related to the Allentown, Pennsylvania facility; $13.4 million related to our Kansas City, Missouri facility; $1.6 million related to our Atlanta, Georgia Major Market Strategy - Phase 2; $7.1 million related to our Russellville, Arkansas expansion; $1.5 million related to our Sydney, Australia expansion; and $23.4 million of corporate initiatives and smaller customer driven growth projects, which are designed to reduce future spending over the course of time. This includes return on investment projects, conversion of leases to owned assets, and other cost-saving initiatives. Additionally, we incurred approximately $34.5 million for contemplated future expansion or development projects and $8.5 million for information technology related assets.
During the nine months ended September 30, 2024, we incurred capitalized interest of $12.1 million related to our ongoing expansion and development projects, which is included in the summarized expansion and development expenditures mentioned above.
The following table sets forth our acquisition, expansion and development capital expenditures for the three and nine months ended September 30, 2024 and 2023.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Business combinations | $ | — | $ | 5,909 | $ | — | $ | 46,652 | |||||||||||||||
| Asset acquisitions | — | 23,496 | — | 43,577 | |||||||||||||||||||
| Expansion and development initiatives | 64,981 | 31,438 | 127,814 | 79,728 | |||||||||||||||||||
| Information technology | 4,724 | 3,018 | 8,463 | 6,352 | |||||||||||||||||||
| Growth and expansion capital expenditures | $ | 69,705 | $ | 63,861 | $ | 136,277 | $ | 176,309 | |||||||||||||||
69
Historical Cash Flows
| Nine Months Ended September 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| (In thousands) | |||||||||||
| Net cash provided by operating activities | $ | 249,272 | $ | 193,213 | |||||||
| Net cash used in investing activities | $ | (206,447) | $ | (258,378) | |||||||
| Net cash (used in) provided by financing activities | $ | (41,777) | $ | 69,060 | |||||||
Operating Activities
For the nine months ended September 30, 2024, our net cash provided by operating activities was $249.3 million, an increase of $56.1 million compared to $193.2 million for the nine months ended September 30, 2023. The increase is primarily attributable to the impact of improved NOI.
Investing Activities
Our net cash used in investing activities was $206.4 million for the nine months ended September 30, 2024 compared to $258.4 million for the nine months ended September 30, 2023. Additions to property, buildings and equipment were $204.3 million, reflecting maintenance capital 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.
Net cash used in investing activities was $258.4 million for the nine months ended September 30, 2023. Additions to property, buildings and equipment were $188.3 million, reflecting maintenance capital expenditures and investments in our various expansion and development projects. Additionally, we purchased the remaining outstanding equity ownership of the Comfrio joint venture for $46.7 million, which we subsequently sold in August of 2023, and completed an asset acquisition and a lease buyout for a facility for $43.6 million. Finally, we invested $20.0 million in additional loans to joint ventures, approximately $15.0 million of which was subsequently impaired, as well as a minority equity interest in the RSA joint venture. This was partially offset by proceeds from the sale of our share of the LATAM joint venture of $36.9 million.
Financing Activities
Net cash used in financing activities was $41.8 million for the nine months ended September 30, 2024 compared to net cash provided by financing activities of $69.1 million for the nine months ended September 30, 2023. Cash used in financing activities for the current period primarily consisted of $885.3 million in repayments on our Senior Unsecured Revolving Credit Facility, $191.0 million related to the purchase of failed sale-leaseback facilities, $189.2 million of quarterly dividend payments, and $33.9 million in aggregate lease repayments. Cash provided by financing activities during the current period included $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.
Net cash provided by financing activities was $69.1 million for the nine months ended September 30, 2023. Cash provided by financing activities primarily consisted of $545.4 million in proceeds from our Senior Unsecured Revolving Credit Facility and $412.9 million in net proceeds from the issuance of common stock under the 2023
70
ATM Equity Program, offset by $679.2 million in repayments on our Senior Unsecured Revolving Credit Facility, $179.6 million of quarterly dividend distributions paid, and $33.1 million in aggregate lease repayments.
71
CRITICAL ACCOUNTING ESTIMATES
Refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for a discussion of our critical accounting estimates and assumptions. There were no material changes during the period covered by this Quarterly Report to the critical accounting estimates and assumptions previously disclosed in our 2023 Annual Report on Form 10-K.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 1 - General to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
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 5.409 % (the “Public Senior Unsecured Notes”) due September 12, 2034. Interest is payable on March 12 and September 12 of each year, with the first payment occurring March 12, 2025.
On the date of issuance of the Public Senior Unsecured Notes, each of the Company and Americold Operations (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 Senior Unsecured Notes, including the due and punctual payment of principal of, and premium, if any, and interest on, the Public Senior Unsecured 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, 2024 and December 31, 2023 and for the nine months ended September 30, 2024 and the year ended December 31, 2023 (in thousands):
| September 30, 2024 | December 31, 2023 | ||||||||||
| Total Assets | $ | 5,812,400 | $ | 5,805,363 | |||||||
| Receivables from sales to subsidiaries other than the initial guarantors | — | — | |||||||||
Total Liabilities | $ | 3,590,346 | $ | 3,533,750 | |||||||
| Nine Months Ended September 30, 2024 | Year Ended December 31, 2023 | ||||||||||
| Total Revenue | $ | 1,213,145 | $ | 1,585,803 | |||||||
| Revenues from sales to subsidiaries other than the initial guarantors | — | — | |||||||||
| Operating Income | $ | 110,739 | $ | 74,470 | |||||||
| Net (loss) from continuing operations | $ | (63,529) | $ | (81,859) | |||||||
Net (loss) attributable to the entity | $ | (63,529) | $ | (81,859) | |||||||
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
72
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, 2024, we had $645.0 million of outstanding USD-denominated variable-rate debt and C$250.0 million of outstanding CAD-denominated variable-rate debt under the Senior Unsecured Term Loan Facility. This consisted of our Senior Unsecured Term Loan A Facility bearing interest at one-month Adjusted Term SOFR for the USD tranches and daily adjusted CORRA for the CAD tranche. These rates are also subject to contractual margins up to 0.94% and index adjustments of 0.10% on SOFR and 0.30% on CORRA. We have entered into interest rate swaps to effectively lock in the floating rates on all of our USD-denominated term loans at a weighted average rate of 4.20% and all of our outstanding CAD-denominated term loan at a rate of 4.53%.
Additionally, as of September 30, 2024, we had C$35.0 million, €70.5 million, A$197.0 million, and NZD44.0 million outstanding of Senior Unsecured Revolving Credit Facility draws. At September 30, 2024 daily adjusted CORRA was approximately 4.29%, one-month AUD BBSW was approximately 4.31%, one-month EURIBOR was approximately 3.38%, and one-month BKBM was approximately 5.18%. These rates are also subject to contractual margins of 0.84% and an index of adjustment of 0.30% on CORRA. The interest rate paid on borrowings can never drop below 0.0%, although the associated benchmark rate does. 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 $2.7 million, and a 100 basis point decrease in market interest rates would result in a $2.7 million decrease in annual interest expense. Our interest rate risk exposure at September 30, 2024 was not materially different than what we disclosed in our 2023 Annual Report on Form 10-K as filed with the SEC.
Foreign Currency Risk
As it relates to the currency of countries where we own and operate warehouse facilities and provide logistics services, our foreign currency risk exposure at September 30, 2024 was not materially different than what we disclosed in our 2023 Annual Report on Form 10-K as filed with the SEC. The information concerning market risk in Item 7A under the caption “Quantitative and Qualitative Disclosures about Market Risk” of our 2023 Annual Report on Form 10-K, is hereby incorporated by reference in this Quarterly Report on Form 10-Q.
73
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, 2024.
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, 2024 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management, including the Chief Executive Officer and Chief Financial Officer do not expect that our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be party to a variety of legal proceedings arising in the ordinary course of our business. We are not a party to, nor is any of our property a subject of, any material litigation or legal proceedings or, to the best of our knowledge, any threatened litigation or legal proceedings which, in the opinion of management, individually or in the aggregate, would have a material impact on our business, financial condition, liquidity, results of operations and prospects.
See Note 8 - Commitments and Contingencies to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for information regarding certain significant legal proceedings in which we are involved.
Item 1A. Risk Factors
Investing in our securities involves risks and uncertainties. You should consider and read the information contained in our 2023 Annual Report on Form 10-K, including the risk factors identified in Item 1A of Part I thereof (Risk Factors). Any of the risks discussed in our 2023 Annual Report on Form 10-K and in other reports we file with the SEC, and other risks we have not anticipated or discussed, could have a material adverse impact on our business, financial condition or results of operations. As of September 30, 2024, no material changes had occurred to the risk factors previously disclosed in our 2023 Annual Report on Form 10-K.
74
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
During the three months ended September 30, 2024, none of the Company’s directors or officers adopted, modified terminated
Item 6. Exhibits
Index to Exhibits
| Exhibit No. | Description | ||||||||||
| Indenture, dated as of September 12, 2024, by and among Americold Realty Operating Partnership, L.P., as issuer, Americold Realty Trust, Inc., Americold Realty Operations, Inc., Americold Australian Holdings Pty Ltd., Icecap Properties NZ Limited and Nova Cold Logistics ULC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Americold Realty Trust, Inc.’s Current Report on Form 8-K filed on September 12, 2024 (File No. 001-34723)) | |||||||||||
| First Supplemental Indenture, dated as of September 12, 2024, by and among Americold Realty Operating Partnership, L.P., as issuer, Americold Realty Trust, Inc., Americold Realty Operations, Inc., Americold Australian Holdings Pty Ltd., Icecap Properties NZ Limited and Nova Cold Logistics ULC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Americold Realty Trust, Inc.’s Current Report on Form 8-K filed on September 12, 2024 (File No. 001-34723)) | |||||||||||
| Form of 5.409% Notes due 2034 (included in Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to Americold Realty Trust, Inc.’s Current Report on Form 8-K filed on September 12, 2024 (File No. 001-34723)) | |||||||||||
| Form of Notation of Guarantee (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.4 to Americold Realty Trust, Inc.’s Current Report on Form 8-K filed on September 12, 2024 (File No. 001-34723)) | |||||||||||
| List of Subsidiary Guarantors (incorporated by reference to Exhibit 22.1 to Americold Realty Trust, Inc.'s Post-Effective Amendment No. 1 to Form S-3 Registration Statement filed on September 3, 2024) | |||||||||||
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust | |||||||||||
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust | |||||||||||
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust | |||||||||||
| Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust | |||||||||||
| 101 | The following financial statements of Americold Realty Trust’s Form 10-Q for the quarter ended September 30, 2024 , formatted in XBRL interactive data files: (i) Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023; (ii) Condensed Consolidated Income Statements for the three and nine months ended September 30, 2024 and 2023; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023; (iv) Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2024 and 2023; (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023; and (vi) Notes to Condensed Consolidated Financial Statements. | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||||||||
76
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 7, 2024 | By: | /s/ Jay Wells | |||||||||||
| Name: | Jay Wells | |||||||||||||
| Title: | Chief Financial Officer, Treasurer and Executive Vice President | |||||||||||||
| (On behalf of the registrant and as principal financial officer) | ||||||||||||||
77
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, George Chappelle Jr., 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 7, 2024
/s/ George F. Chappelle Jr. | ||
George F. Chappelle Jr. | ||
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-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 7, 2024
/s/ Jay Wells | ||
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, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, George Chappelle Jr., Chief Executive Officer and Trustee 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 7, 2024
/s/ George F. Chappelle Jr. | ||
George F. Chappelle Jr. | ||
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, 2024 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 7, 2024
/s/ Jay Wells | ||
Jay Wells | ||
Chief Financial Officer, Treasurer and Executive Vice President | ||