UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q
(Mark One)
þ☑
QUARTERLY REPORT PURSUANT TO SECTION 13OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018June 30, 2023
or
o☐
TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to            ,



Commission File Number: 001-34723
amclogoa01.jpgAMERICOLD REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)
Maryland93-0295215
 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)
Maryland93-0295215
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
10 Glenlake Parkway,
Suite 600, South Tower
Atlanta, Georgia
30328
(Address orAtlantaGeorgia30328
 (Address of principal executive offices)(Zip Code)

(678) 441-1400
(Registrant’s telephone number, including area code)
_________________________


Indicate by check mark whether the registrant: (1) has filed all reports requiredSecurities registered pursuant to be filed by Section 13 or 15(d)12(b) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No oAct:

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website; if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No o

Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareCOLDNew York Stock Exchange(NYSE)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitionsnumber of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2shares outstanding of each of the Exchange Act (check one):issuer’s classes of common stock, as of the latest practicable date.
ClassOutstanding at August 1, 2023
Common Stock, $0.01 par value per share270,254,951


o   Large
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.
YesxNo¨
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).
YesxNo¨
Indicate by check mark whether the registrant is a large accelerated filer,
o   Accelerated an accelerated filer,
þ   Non-accelerated a non-accelerated filer, (do not check if a smaller reporting company)
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):
o
xLarge accelerated filer☐Accelerated filer
☐Non-accelerated filer☐Smaller reporting company
o
☐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☐Nox





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. o

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 o No þ

As of May 1, 2018, there were 142,582,164 common shares of beneficial interest $.01 par value per share, outstanding.


























TABLE OF CONTENTS


Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
45
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
3630
Item 3. Quantitative and Qualitative Disclosures About Market Risk
6267
Item 4. Controls and Procedures
6267
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
6369
Item 1A. Risk Factors
6369
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
6370
Item 3. Defaults Upon Senior Securities
6371
Item 4. Mine Safety Disclosures
6371
Item 5. Other Information
6371
Item 6. Exhibits
6472
SIGNATURES
6573


1




PART I - FINANCIAL INFORMATION

CAUTIONARY STATEMENT REGADINGREGARDING 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:


adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry;
general economic conditions;
risks associated with the ownership of real estate and temperature-controlled warehouses in particular;
defaults or non-renewals of contracts with customers;
potential bankruptcy or insolvency of our customers;
uncertainty of revenues, given the nature of our customer contracts;
•rising inflationary pressures, increased interest rates and operating costs;
•labor and power costs;
•labor shortages;
•our failure to obtain necessary outside financing;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, including, among others, the impact on labor availability, raw material availability, manufacturing and food production and transportation;
•risks related to or restrictions contained in, our debt financing;rising construction costs;
decreased storage rates or increased vacancy rates;
difficulties in identifying properties to be acquired and completing acquisitions;
•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 the failure of such acquisitions to perform in accordance with projections;projections and to realize anticipated cost savings and revenue improvements;
•our failure to realize the intended benefits from our recent acquisitions including synergies, or disruptions to our plans and operations or unknown or contingent liabilities related to our recent acquisitions;
•difficulties in expanding our operations into new markets, including international markets;
our failure to maintain our status as a REIT;
•uncertainties and risks related to public health crises, such as the COVID-19 pandemic;
•a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes which could result in business disruptions, loss of critical and confidential information, an adverse impact on our results and reputation, incurring additional and significant costs to address any malicious attack including costs to remediate and implement proactive, preventative actions against cyber breaches including those related to the cyber matter which occurred on April 26, 2023. Also see Part 4, Controls and Procedures;
•disruption caused by implementation of the new ERP system (defined herein) and the new human capital management system, potential cost overruns, timing and control risks and failure to recognize anticipated cost savings and increased productivity from the implementation of the new systems;
•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, including in the international markets;
•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;
2


•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 as a result of our lack of control over such investments, financial condition of JV partners, disputes with JV partners, regulatory risks, brand recognition risks and the failure of such entities to perform in accordance with projections;
•risks related to natural disasters such as fires, floods, tornadoes, hurricanes and global climate change;earthquakes;
•adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry;
•changes in real estate and zoning laws and increases in real property tax rates;
•general economic conditions;
•risks associated with the ownership of real estate generally and temperature-controlled warehouses in particular;
•possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently or previously owned by us;
•uninsured losses or losses in excess of our insurance coverage;
•financial market fluctuations;
actions by •our competitors and their increasing abilityfailure to compete with us;obtain necessary outside financing;
labor and power costs;•risks related to, or restrictions contained in, our debt financings;
changes in real estate and zoning laws and increases in real property tax•decreased storage rates or increased vacancy rates;
the competitive environment in which we operate;
our relationship with our employees, including the occurrence of any work stoppages or any disputes under our collective bargaining agreements;
liabilities as a result of our participation in multi-employer pension plans;
the cost and time requirements as a result of our operation as a publicly traded REIT;
the concentration of ownership by funds affiliated with The Yucaipa Companies, the Goldman Sachs Group, Inc., and the Fortress Investment Group, LLC;
changes in foreign currency exchange rates; and
•the impact of anti-takeover provisions in our constituent documents and under Maryland law, which could make an acquisition of us more difficult, limit attempts by our shareholdersstockholders to replace our trusteesdirectors and affect the price of our common shares.stock, $0.01 par value per share;
•the potential dilutive effect of our common stock offerings;
•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,”

2


“assumptions, “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements included in this prospectusQuarterly Report on Form 10-Q include, among others, statements about our expected expansion and development pipeline and our targeted return on invested capital on expansion and development opportunities.opportunities; estimates related to the impact of the lost business and operational disruption of the cybersecurity incident on our warehouse and transportation segment, as well as estimates of cybersecurity recovery costs; statements related to expected recoveries from cyber and business interruption insurance, and potential disputes over the extent of insurance coverage, and timing for receipt of any insurance proceeds; statements related to potential additional recovery costs; statements related to continued investments in information technology with the intention of strengthening our information security infrastructure; and statements related to actions we are taking in response to the findings of the forensic investigation and to improve the resiliency of our information security infrastructure. 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, 2017,2022 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, 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
3


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.

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 real estate investment trust,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,Operating Partnership” or “the Operating Partnership,” and references to “common shares”stock” refer to our common shares of beneficial interest,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




PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Americold Realty Trust and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except shares and per share amounts)
 March 31, 2018 December 31, 2017
 Unaudited  
Assets   
Property, plant, and equipment:   
Land$389,565
 $389,443
Buildings and improvements1,887,206
 1,865,727
Machinery and equipment549,908
 555,453
 2,826,679
 2,810,623
Accumulated depreciation and depletion(1,030,240) (1,010,903)
Property, plant, and equipment – net1,796,439
 1,799,720
Capitalized leases:   
Buildings and improvements16,827
 16,827
Machinery and equipment59,619
 59,389
 76,446
 76,216
Accumulated depreciation(42,996) (41,051)
Capitalized leases – net33,450
 35,165
 Cash and cash equivalents193,868
 48,873
 Restricted cash19,394
 21,090
 Accounts receivable – net of allowance of $5,804 and $5,309 at March 31, 2018 and December 31, 2017, respectively178,649
 200,006
 Identifiable intangible assets – net26,239
 26,645
 Goodwill188,096
 188,169
 Investments in partially owned entities15,935
 15,942
 Other assets41,685
 59,287
 Total assets$2,493,755
 $2,394,897
 Liabilities, Series B Preferred Shares and shareholders’ equity (deficit)   
 Liabilities:   
Borrowings under revolving line of credit$—
 $—
Accounts payable and accrued expenses232,737
 241,259
Construction loan - net of deferred financing costs $179 at December 31, 2017—
 19,492
Mortgage notes and term loans - net of discount and deferred financing costs of $15,935 and $31,996, in the aggregate, at March 31, 2018 and December 31, 2017, respectively1,398,227
 1,721,958
Sale-leaseback financing obligations120,911
 121,516
Capitalized lease obligations36,078
 38,124
Unearned revenue18,200
 18,848
Pension and postretirement benefits16,105
 16,756
Deferred tax liability - net20,423
 21,940
Multi-Employer pension plan withdrawal liability9,086
 9,134
Total liabilities1,851,767
 2,209,027
Commitments and Contingencies (Note 13)
 
Preferred shares of beneficial interest, $0.01 par value – authorized 375,000 Series B Cumulative Convertible Voting and Participating Preferred Shares; aggregate liquidation preference of $375,000; zero and 375,000 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively—
 372,794
 Shareholders’ equity (deficit):   
Preferred shares of beneficial interest, $0.01 par value – authorized 1,000 Series A Cumulative Non-Voting Preferred Shares; aggregate liquidation preference of $125; zero and 125 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively—
 —
Common shares of beneficial interest, $0.01 par value – authorized 250,000,000 shares; 142,513,448 and 69,370,609 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively1,425
 694
Paid-in capital1,255,094
 394,082
Accumulated deficit and distributions in excess of net earnings(613,363) (581,470)
Accumulated other comprehensive loss(1,168) (230)
Total shareholders’ equity (deficit)641,988
 (186,924)
Total liabilities, Series B Preferred Shares and shareholders’ equity (deficit)$2,493,755
 $2,394,897
    
See accompanying notes to condensed consolidated financial statements.
  

4



Item 1. Financial Statements
Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except shares and per share amounts)
June 30, 2023December 31, 2022
Assets
Property, buildings and equipment:
Land$797,381 $786,975 
Buildings and improvements4,373,257 4,245,607 
Machinery and equipment1,438,824 1,407,874 
Assets under construction494,617 526,811 
7,104,079 6,967,267 
Accumulated depreciation(2,042,566)(1,901,450)
Property, buildings and equipment – net5,061,513 5,065,817 
Operating lease right-of-use assets356,636 352,553 
Accumulated depreciation – operating leases(91,095)(76,334)
Operating leases – net265,541 276,219 
Financing leases:
Buildings and improvements13,544 13,546 
Machinery and equipment139,629 127,009 
153,173 140,555 
Accumulated depreciation – financing leases(67,163)(57,626)
Financing leases – net86,010 82,929 
Cash, cash equivalents and restricted cash48,873 53,063 
Accounts receivable – net of allowance of $15,891 and $15,951 at June 30, 2023 and December 31, 2022, respectively465,571 430,042 
Identifiable intangible assets – net914,173 925,223 
Goodwill1,036,332 1,033,637 
Investments in partially owned entities and other36,957 78,926 
Other assets194,421 158,705 
Assets held for sale106,368 — 
Total assets$8,215,759 $8,104,561 
Liabilities and equity
Liabilities:
Borrowings under revolving line of credit$723,436 $500,052 
Accounts payable and accrued expenses527,073 557,540 
Senior unsecured notes and term loans – net of deferred financing costs of $11,848 and $13,044, in the aggregate, at June 30, 2023 and December 31, 2022, respectively
2,590,127 2,569,281 
Sale-leaseback financing obligations166,654 171,089 
Financing lease obligations76,502 77,561 
Operating lease obligations255,819 264,634 
Unearned revenue31,180 32,046 
Pension and postretirement benefits1,580 1,531 
Deferred tax liability – net133,236 135,098 
Multi-employer pension plan withdrawal liability7,641 7,851 
Liabilities held for sale112,752 — 
Total liabilities4,626,000 4,316,683 
Commitments and contingencies (Note 8)
Equity
Stockholders’ equity:
Common stock, $0.01 par value per share – 500,000,000 authorized shares; 270,186,276 and 269,814,956 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively
2,702 2,698 
Paid-in capital5,203,891 5,191,969 
Accumulated deficit and distributions in excess of net earnings(1,641,872)(1,415,198)
Accumulated other comprehensive income (loss)10,377 (6,050)
Total stockholders’ equity3,575,098 3,773,419 
Noncontrolling interests:
Noncontrolling interests in Operating Partnership14,661 14,459 
Total equity3,589,759 3,787,878 
Total liabilities and equity$8,215,759 $8,104,561 
See accompanying notes to Condensed Consolidated Financial Statements.
5



Americold Realty Trust and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
 Three Months Ended March 31,
 2018 2017
Revenues:   
Rent, storage, and warehouse services revenues$286,517
 $275,807
Third-party managed services63,876
 58,367
Transportation services38,345
 36,181
Other revenues2,403
 2,559
Total revenues391,141
 372,914
Operating expenses:   
Rent, storage, and warehouse services cost of operations196,947
 192,287
Third-party managed services cost of operations60,099
 55,379
Transportation services cost of operations34,751
 32,628
Cost of operations related to other revenues2,057
 1,656
Depreciation, depletion, and amortization29,408
 29,408
Selling, general and administrative31,947
 24,770
Total operating expenses355,209
 336,128
    
Operating income35,932
 36,786
    
Other (expense) income:   
Loss from partially owned entities(139) (27)
Interest expense(24,495) (27,727)
Interest income623
 257
Loss on debt extinguishment and modification(21,385) (171)
Foreign currency exchange gain (loss)680
 (2,773)
Other income (expense), net56
 (467)
(Loss) income before income tax(8,728) 5,878
Income tax (expense) benefit:   
Current(1,067) (2,242)
Deferred1,156
 748
Total income tax benefit (expense)89
 (1,494)
    
Net (loss) income$(8,639) $4,384
Less distributions on preferred shares of beneficial interest - Series A(1) —
Less distributions on preferred shares of beneficial interest - Series B(1,817) (7,109)
Less accretion on preferred shares of beneficial interest – Series B—
 (220)
Net loss attributable to common shares of beneficial interest$(10,457) $(2,945)
    
Weighted average common shares outstanding – basic124,433
 69,931
Weighted average common shares outstanding – diluted124,433
 69,931
    
Net loss per common share of beneficial interest - basic$(0.08) $(0.04)
Net loss per common share of beneficial interest - diluted$(0.08) $(0.04)
    
Distributions declared per common share of beneficial interest$0.15
 $0.07
    
See accompanying notes to condensed consolidated financial statements.   

Americold Realty Trust and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands)
 Three Months Ended March 31,
 2018 2017
Net (loss) income$(8,639) $4,384
Other comprehensive (loss) income - net of tax:   
Adjustment to accrued pension liability499
 729
Change in unrealized net (loss) gain on foreign currency(1,473) 3,235
Unrealized gain (loss) on cash flow hedge derivatives36
 (348)
Other comprehensive (loss) income(938) 3,616
    
Total comprehensive (loss) income$(9,577) $8,000
    
See accompanying notes to condensed consolidated financial statements.   


Americold Realty Trust and Subsidiaries
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited)
(In thousands, except shares)
        
 Preferred Shares of      
 Beneficial InterestCommon Shares of Accumulated Deficit and Distributions in Excess of Net EarningsAccumulated Other Comprehensive Loss 
 Series ABeneficial Interest  
 Number of SharesPar ValueNumber of SharesPar ValuePaid-in Capital 
 Total
Balance - December 31, 2017125
$—
69,370,609
$694
$394,082
$(581,470)$(230)$(186,924)
Net loss—
—
—
—
—
(8,639)—
(8,639)
Other comprehensive loss—
—
—
—
—
—
(938)(938)
Redemption and distributions on preferred shares of beneficial interest – Series A(125)—
—
—
(133)(1)—
(134)
Distributions on preferred shares of beneficial interest – Series B—
—
—
—
—
(1,817)—
(1,817)
Distributions on common shares—
—
—
—
—
(21,436)—
(21,436)
Stock-based compensation expense, net of exercise (Stock Options and Restricted Stock Units)—
—
125,763
1
1,579
—
—
1,580
Stock-based compensation expense (modification of Restricted Stock Units)—
—
—
—
2,600
—
—
2,600
Warrants exercise—
—
6,426,818
64
(64)—
—
—
Issuance of common shares—
—
33,350,000
334
484,571
—
—
484,905
Conversion of mezzanine Series B Preferred shares—
—
33,240,258
332
372,459
—
—
372,791
Balance - March 31, 2018—
$—
142,513,448
$1,425
1,255,094
$(613,363)$(1,168)$641,988
Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Revenues:
Rent, storage and warehouse services$581,170 $564,379 $1,176,222 $1,105,304 
Transportation services58,072 81,891 126,150 160,801 
Third-party managed services10,368 83,486 23,727 169,346 
Total revenues649,610 729,756 1,326,099 1,435,451 
Operating expenses:
Rent, storage and warehouse services cost of operations408,328 413,394 828,553 808,061 
Transportation services cost of operations48,263 68,306 104,681 138,687 
Third-party managed services cost of operations8,968 79,765 21,248 162,124 
Depreciation and amortization84,892 82,690 169,916 165,310 
Selling, general and administrative53,785 56,273 116,640 113,875 
Acquisition, cyber incident and other, net27,235 5,663 34,382 15,738 
Gain from sale of real estate(2,528)— (2,337)— 
Total operating expenses628,943 706,091 1,273,083 1,403,795 
Operating income20,667 23,665 53,016 31,656 
Other (expense) income:
Interest expense(36,431)(26,545)(70,854)(52,318)
Loss on debt extinguishment, modifications and termination of derivative instruments(627)(627)(1,172)(1,244)
Loss from investments in partially owned entities(709)(359)(1,357)(823)
Impairment of related party loan receivable(21,972)— (21,972)— 
Loss on put option(56,576)— (56,576)— 
Other, net(415)(962)1,018 1,396 
Loss from continuing operations before income taxes(96,063)(4,828)(97,897)(21,333)
Income tax (expense) benefit:
Current(1,923)(817)(3,900)(1,998)
Deferred1,459 12,886 5,080 14,775 
Total income tax (expense) benefit(464)12,069 1,180 12,777 
Net (loss) income:
Net (loss) income from continuing operations(96,527)7,241 (96,717)(8,556)
Loss from discontinued operations, net of tax(8,275)(3,288)(10,656)(4,936)
Net (loss) income$(104,802)$3,953 $(107,373)$(13,492)
Net (loss) income attributable to noncontrolling interests(78)18 (87)(20)
Net (loss) income attributable to Americold Realty Trust, Inc.$(104,724)$3,935 $(107,286)$(13,472)
Weighted average common stock outstanding – basic270,462 269,497 270,387 269,464 
Weighted average common stock outstanding – diluted270,462 270,384 270,387 269,464 
Net (loss) income per common share from continuing operations - basic$(0.36)$0.03 $(0.36)$(0.03)
Net loss per common share from discontinued operations - basic(0.03)(0.02)(0.04)(0.02)
Basic (loss) earnings per share(1)
$(0.39)$0.01 $(0.40)$(0.05)
Net (loss) income per common share from continuing operations - diluted$(0.36)$0.03 $(0.36)$(0.03)
Net loss per common share from discontinued operations - diluted(0.03)(0.02)(0.04)(0.02)
Diluted (loss) earnings per share(1)
$(0.39)$0.01 $(0.40)$(0.05)
See accompanying notes to condensed consolidated financial statements.

Condensed Consolidated Financial Statements.
6

Americold Realty Trust and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
 Three Months Ended March 31,
 2018 2017
Operating activities:   
Net (loss) income$(8,639) $4,384
Adjustments to reconcile net income (loss) to net cash provided by operating activities:   
Depreciation, depletion, and amortization29,408
 29,408
Amortization of deferred financing costs and debt discount1,674
 2,023
Amortization of below market leases38
 38
Loss on debt extinguishment and modification, non-cash21,105
 171
Foreign exchange (gain) loss(680) 2,773
Loss from partially owned entities139
 27
Stock-based compensation expense (Stock Options and Restricted Stock Units)1,918
 587
Stock-based compensation expense (modification of Restricted Stock Units)2,600
 —
Deferred tax benefit(1,156) (748)
Gain on sale of other assets(137) (102)
Provision for doubtful accounts receivable103
 158
Changes in operating assets and liabilities:   
 Accounts receivable20,115
 16,364
 Accounts payable and accrued expenses(23,810) (12,281)
 Other7,683
 2,882
 Net cash provided by operating activities50,361
 45,684
Investing activities:   
Proceeds from the sale of property, plant, and equipment352
 107
Additions to property, plant, and equipment and intangible assets(28,271) (52,347)
Net cash used in investing activities (27,919) (52,240)
Financing activities:   
Redemption and distributions paid on preferred shares of beneficial interest – Series A(134) —
Distributions paid on preferred shares of beneficial interest – Series B(1,817) —
Distributions paid on common shares(1,291) —
Proceeds from revolving line of credit—
 15,000
Repayment on revolving line of credit—
 (14,000)
Payment on Multi-Employer pension plan withdrawal obligation(114) —
Payment of underwriters' costs(5,750) —
Reimbursement of underwriters' costs5,750
 —
Repayment of sale-leaseback financing obligations(605) (487)
Repayment of capitalized lease obligations(2,374) (1,786)
Payment of debt issuance costs(8,676) (2,653)
Repayment of term loan, mortgage notes and construction loans(883,556) (7,375)
Proceeds from term loan525,000
 —
Net proceeds from initial public offering493,557
 —
Proceeds from construction loans1,097
 —
Net cash provided by (used in) financing activities121,087
 (11,301)
Net increase (decrease) in cash, cash equivalents and restricted cash143,529
 (17,857)
Effect of foreign currency translation on cash, cash equivalents and restricted cash(230) 704
Cash, cash equivalents and restricted cash:   
Beginning of period69,963
 62,930
End of period$213,262
 $45,777
Supplemental disclosures of cash flows information:   
Acquisition of fixed assets under capitalized lease obligations$330
 $3,569
Interest paid – net of amounts capitalized and defeasement costs$23,068
 $26,284
Income taxes paid – net of refunds$1,262
 $1,415
Acquisition of property, plant, and equipment on accrual$18,210
 $3,810


Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(In thousands)
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net (loss) income$(104,802)$3,953 $(107,373)$(13,492)
Other comprehensive (loss) income - net of tax:
Adjustment to accrued pension liability(388)(113)310 (46)
Change in unrealized net gain (loss) on foreign currency6,143 (23,867)6,322 (12,681)
Unrealized gain on cash flow hedges22,359 1,558 9,795 1,709 
Other comprehensive income (loss) - net of tax attributable to Americold Realty Trust, Inc.28,114 (22,422)16,427 (11,018)
Other comprehensive income (loss) attributable to noncontrolling interests112 (73)77 (50)
Total comprehensive loss$(76,576)$(18,542)$(90,869)$(24,560)
See accompanying notes to Condensed Consolidated Financial Statements.
Reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the ending cash, cash equivalents and restricted cash balances above:

7

 As of March 31,
 2018 2017
Cash and cash equivalents$193,868
 $26,946
Restricted cash19,394
 18,831
Total cash, cash equivalents and restricted cash$213,262
 $45,777
    
See accompanying notes to condensed consolidated financial statements.   


Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Equity (Unaudited)
(In thousands, except shares and per share amounts)
Common StockAccumulated Deficit and Distributions in Excess of Net EarningsAccumulated Other Comprehensive (Loss) IncomeNoncontrolling Interests in Operating Partnership
Number of SharesPar ValuePaid-in Capital
Total
Balance - December 31, 2022269,814,956 $2,698 $5,191,969 $(1,415,198)$(6,050)$14,459 $3,787,878 
Net loss— — — (2,562)— (9)(2,571)
Other comprehensive loss— — — — (11,687)(35)(11,722)
Distributions on common stock, restricted stock and OP units— — — (59,692)— (240)(59,932)
Stock-based compensation expense— — 5,273 — — 1,697 6,970 
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes221,084 2 (801)— — — (799)
Common stock issuance related to employee stock purchase plan60,393 1 1,452 — — — 1,453 
Balance - March 31, 2023270,096,433 $2,701 $5,197,893 $(1,477,452)$(17,737)$15,872 $3,721,277 
Net loss— — — (104,724)— (78)(104,802)
Other comprehensive income— — — — 28,114 112 28,226 
Distributions on common stock, restricted stock and OP units— — — (59,696)— (225)(59,921)
Stock-based compensation expense— — 3,476 — — 1,163 4,639 
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes15,035 — 340 — — — 340 
Conversion of OP units to common stock74,808 1 2,182 — — (2,183)— 
Balance - June 30, 2023270,186,276 $2,702 $5,203,891 $(1,641,872)$10,377 $14,661 $3,589,759 
8


Common StockAccumulated Deficit and Distributions in Excess of Net EarningsAccumulated Other Comprehensive (Loss) IncomeNoncontrolling Interests in Operating Partnership
Number of SharesPar ValuePaid-in Capital
Total
Balance - December 31, 2021268,282,592 $2,683 $5,171,690 $(1,157,888)$4,522 $8,069 $4,029,076 
Net loss— — — (17,407)— (38)(17,445)
Other comprehensive income— — — — 11,404 23 11,427 
Distributions on common stock, restricted stock and OP units— — — (59,580)— (180)(59,760)
Stock-based compensation expense— — 6,108 — — 1,985 8,093 
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes318,729 3 (2,140)— — — (2,137)
Common stock issuance related to employee stock purchase plan71,144 1 1,984 — — — 1,985 
Balance - March 31, 2022268,672,465 $2,687 $5,177,642 $(1,234,875)$15,926 $9,859 $3,971,239 
Net income— — — 3,935 — 18 3,953 
Other comprehensive loss— — — — (27,392)(73)(27,465)
Distributions on common shares, restricted stock and OP units— — — (59,571)— (188)(59,759)
Stock-based compensation expense— — 5,115 — — 2,173 7,288 
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes618,176 6 (448)— — — (442)
Deconsolidation of previously consolidated entities— — — — 4,970 (204)4,766 
Balance - June 30, 2022269,290,641 $2,693 $5,182,309 $(1,290,511)$(6,496)$11,585 $3,899,580 

See accompanying notes to Condensed Consolidated Financial Statements.

9


Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands, See accompanying notes to Condensed Consolidated Financial Statements)
Six Months Ended June 30,
20232022
Operating activities:
Net loss$(107,373)$(13,492)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization169,916 165,310 
Loss on debt extinguishment, modifications and termination of derivative instruments1,172 1,244 
Loss from investments in partially owned entities5,468 5,759 
Gain on extinguishment of New Market Tax Credit structure— (3,410)
Loss on deconsolidation of subsidiary contributed to LATAM joint venture— 4,148 
Stock-based compensation expense11,609 15,381 
Deferred income taxes benefit(5,080)(14,775)
Gain from sale of real estate(2,337)— 
Provision for doubtful accounts receivable2,255 1,966 
Impairment of related party loan receivable21,972 — 
Loss on put option56,576 — 
Loss on classification as held for sale4,000 — 
Other reconciling items4,098 4,232 
Changes in operating assets and liabilities:
Accounts receivable(37,877)(40,414)
Accounts payable and accrued expenses(38,961)6,809 
Other(2,670)484 
Net cash provided by operating activities82,768 133,242 
Investing activities:
Additions to property, buildings and equipment(127,974)(181,709)
Business combinations(40,743)812 
Acquisitions of property, buildings and equipment(20,081)(6,876)
Investments in partially owned entities and other(18,487)(4,427)
Proceeds from sale of property, buildings and equipment7,715 240 
Proceeds from sale of investments in partially owned entities36,896 — 
Net cash used in investing activities (162,674)(191,960)
Financing activities:
Distributions paid on common stock, restricted stock units and noncontrolling interests in OP(119,806)(119,525)
Proceeds from stock options exercised1,565 651 
Proceeds from employee stock purchase plan1,453 1,985 
Remittance of withholding taxes related to employee stock-based transactions(2,024)(3,746)
Proceeds from revolving line of credit439,665 253,340 
Repayment on revolving line of credit(219,941)(55,000)
Repayment of sale-leaseback financing obligations(4,435)(3,584)
Repayment of financing lease obligations(19,964)(17,189)
Payment of debt issuance and extinguishment costs— (1,084)
Repayment of term loan and mortgage notes— (3,629)
Net cash provided by financing activities76,513 52,219 
Net decrease in cash, cash equivalents and restricted cash(3,393)(6,499)
Effect of foreign currency translation on cash, cash equivalents and restricted cash(797)(1,843)
Cash, cash equivalents and restricted cash:
Beginning of period53,063 82,958 
End of period$48,873 $74,616 
10


Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows, Continued (Unaudited)
(In thousands)
Six Months Ended June 30,
20232022
Supplemental disclosures of non-cash investing and financing activities:
Addition of property, buildings and equipment on accrual54,891 44,559 
Addition of property, buildings and equipment under financing lease obligations18,601 15,760 
Addition of property, buildings and equipment under operating lease obligations5,622 6,025 
Supplemental cash flow information:
Interest paid – net of amounts capitalized68,12850,987 
Income taxes paid – net of refunds3,582 4,026 
As of June 30,
20232022
Allocation of purchase price of property, buildings and equipment to:
Land$7,887 1,322 
Buildings and improvements7,605 4,082 
Machinery and equipment4,589 1,472 
Cash paid for acquisition of property, buildings and equipment$20,081$6,876
As of June 30,
20232022
Deconsolidation of Chile upon contribution to LATAM JV:
Land$—$(19,574)
Buildings and improvements—(10,118)
Machinery and equipment—(8,395)
Assets under construction—(20)
Accumulated depreciation—1,959
Cash, cash equivalents and restricted cash—(2,483)
Accounts receivable—(1,422)
Goodwill—(6,653)
Other assets—(309)
Accounts payable and accrued expenses—1,105
Senior unsecured notes and term loans – net of deferred financing costs—9,633
Accumulated other comprehensive loss—(4,766)
Net carrying value of Chile assets and liabilities deconsolidated$—$(41,043)
Recognition of investment in unconsolidated LATAM joint venture$—$36,896

See accompanying notes to Condensed Consolidated Financial Statements.
11

Table of Contents
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) organized under Maryland law.
During 2010, the Company formed a Delaware limited partnership, Americold Realty Operating Partnership, L.P. (the Operating Partnership), and transferred substantially all of its interests in entities and associated assets and liabilities to the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT or an UPREIT structure.(“REIT”) for U.S. federal income tax purposes. The REIT is the sole general partner of the Operating Partnership, owning 100% of the common general partnership interest as of March 31, 2018. As the sole general partner of the Operating Partnership, the REIT has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership.
The Operating Partnership includes numerous qualified REIT subsidiaries (QRSs). Additionally, the Operating Partnership conducts various business activities in the United States (U.S.), Australia, New Zealand, Argentina, and Canada through several wholly owned taxable REIT subsidiaries (TRSs).
Ownership
On January 23, 2018, the Company completed an initial public offering of its common shares, or the IPO, in which the Company issued and sold 33,350,000 of its common shares at $16.00 per share, which generated net proceeds of approximately $493.6 million to the Company. Other significant transactions that occurred in connection with the IPO include the issuance of new senior secured credit facilities, or the 2018 Senior Secured Credit Facilities, which are described in Note 5, and the redemption of all outstanding Series A Preferred Shares and the conversion of all outstanding Series B Preferred Shares, which are described in Note 4.
Prior to the IPO, YF ART Holdings, a partnership among investment funds affiliated with The Yucaipa Companies (Yucaipa) and Fortress Investment Group, LLC (Fortress), owned approximately 100% of the Company’s common shares of beneficial interest.
As of March 31, 2018, YF ART Holdings owned approximately 38.6% of the Company's common shares. On March 8, 2018, YF ART Holdings used the proceeds from a margin loan to pay in full the outstanding preferred investment, including the preferred return thereon, of Fortress, which ceased to be a limited partner in YF ART Holdings and no longer has any economic interest therein.
The second largest shareholder in the Company is a groupglobal leader in temperature-controlled logistics real estate and value added services, focused on the ownership, operation, acquisition and development of investment funds of thetemperature-controlled warehouses. The Goldman Sachs Group, Inc. (Goldman), which owns approximately 16.7% of the Company's common sharesCompany is organized as of March 31, 2018.
Customer Information
The Company’s customers consist primarily of national, regional,a self-administered and local food manufacturers, distributors, retailers,self-managed REIT with proven operating, acquisition and food service organizations. For the three months ended March 31, 2018 and 2017, one customer accounted for more than 10% of our total revenues, with $52.3 million and $48.3 million, respectively. The substantial majority of this customer's business relates to our third-party managed segment. Of the revenues received from this customer, $48.2 million and $44.6 million represented reimbursements for certain expenses we incurred during the three months

9

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





ended March 31, 2018 and 2017, respectively, that were offset by matching expenses included in our third-party managed cost of operations.development experience.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statementsCondensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP)(“U.S. GAAP”) for interim financial information, and with the rules and regulations of the U.S. Securities and Exchange Commission (SEC)(“SEC”). These unaudited condensed consolidated financial statementsCondensed Consolidated Financial Statements do not include all disclosures associated with the Company’s consolidated annual financial statementsConsolidated Annual Financial Statements included in its 2022 Annual Report on Form 10-K foras filed with the year ended December 31, 2017,SEC, and, accordingly, should be read in conjunction with the referenced annual report. In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments (all of which are normal and recurring in nature) considered necessary for a fair presentation have been included. All significant intercompanypresentation. The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries where the Company exerts control. Intercompany balances and transactions have been eliminated in consolidation.eliminated. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Investments in which the Company does not have control, and is not the primary beneficiary of a Variable Interest Entity (“VIE”), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting.
Certain prior period amounts have been reclassified to conform to the current period presentation. The Company has also made an immaterial classification correction by reclassifying certain prior period amounts from deferred revenue to the allowance for doubtful accounts.
2. SummaryUse of Significant Accounting PoliciesEstimates
The followingpreparation 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 regarding certain of our significant accounting policies should be readcontingent 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
As further described in conjunction with Note 2 to the consolidatedCondensed Consolidated Financial Statements, the Comfrio business met the held for sale criteria upon acquisition and as such is presented as discontinued operations. Newly acquired businesses that meet the held for sale criteria are classified as discontinued operations. The Company has reclassified financial statements included in our Annual Report on Form 10-Kresults associated with the Comfrio business as discontinued operations for the year ended December 31, 2017, which may provide additional information with regardall periods presented. For periods prior to the accounting policies set forth herein and other of our significant accounting policies.
Revenue Recognition
Revenues foracquisition, the Company include rent, storage and warehouse services (collectively, Warehouse Revenue), third-party managed services for locations or logistics services managed on behalf of customers (Third-Party Managed Revenue), transportation services (Transportation Revenue), and revenue from the sale of quarry products (Other Revenue).
Warehouse Revenue
The Company’s customer arrangements generally include rent, storage and service elements that are priced separately. In a few instances where the Company provides rental, storage and warehouse services under the terms of a bundled pricing structure, the Company uses a cost model to allocate the consideration related to the rental of temperature-controlled storage space and warehousing service deliverables.
Revenues from storage and handling are recognized over the period consistent with the transfer of the service to the customer. Multiple contracts with a single counterparty areComfrio business was accounted for as separate arrangements.
Third-Party Managed Revenue
The Company provides management services for which the contract compensation arrangement includes: reimbursement of operating costs, fixed management fee, and contingent performance-based fees (Managed Services). Managed Services fixed fees are recognized as revenue as the management services are performed ratably

an equity method investment.
10
12



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements




- (Unaudited)

Cybersecurity Incident
overOn April 26, 2023, the service period. Managed Services performance-based fees are recognized ratably overCompany became aware of a cybersecurity incident impacting a certain number of our systems and partially impacting operations for a limited period of time (the “Cyber Incident”). The Company engaged an external cyber security expert to initiate responses to contain, remediate, and commence a forensic investigation . Actions taken included preventative measures such as shutting down certain operating systems and 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 service period basedincident and management’s efforts to minimize its impact on the likelihoodCompany’s daily operations. Technology information systems were reintroduced in a controlled phased approach and all locations have successfully resumed operations at pre-cyberattack levels as of achieving performance targets.June 30, 2023.
Cost reimbursements
The Company is continuing to invest in information technology with the intent of strengthening its information security infrastructure. We engaged a leading cybersecurity defense firm that is completing a forensic investigation of the incident and has begun providing recommended actions in response to the findings, which the Company has begun to implement during the quarter. For example, the Company reset all credentials across the enterprise and strengthened security tooling across its servers and workstations. The Company has also reinforced its strategy to further strengthen the resiliency of its information security infrastructure, which is intended to accelerate the detection, response, and recovery from security and technical incidents. The Company is also engaged with cyber security experts to manage the recovery and remediation. The Company will continue its remediation efforts throughout the remainder of the year. Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber Incident were $19.0 million during the three months ended June 30, 2023 and have been recorded within “Acquisition, cyber incident, and other, net” in the Condensed Consolidated Financial Statements. This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles.
Termination of Certain Employee Benefit Plans
On February 28, 2023, the Company’s Board of Directors approved a plan to effect the termination of the Americold Retirement Income Plan (“ARIP”). Additionally, on February 28, 2023, the Company amended the ARIP plan agreements in order to provide for a limited lump-sum window for eligible participants.The Company filed the Application for Determination Upon Termination with the Internal Revenue Service in July 2023. The Company has chosen to proceed with the distributions without waiting for the final letter of favorable determination. The Company plans to file the appropriate documents related to Managed Services arrangements are recognized as revenue as the services are performedtermination of the ARIP with the Pension Benefit Guaranty Corporation and costs are incurred. Managed Services fees and related cost reimbursements are presented onany other appropriate parties during the third quarter of 2023.

The Company will recognize a gross basis asgain or loss upon settlement when an irrevocable action to terminate the ARIP has occurred, the Company is relieved of the principal inprimary responsibility of the arrangement. Multiple contracts with a single counterparty are accountedARIP, and the significant risks related to the obligations of the plan and the assets used to effect the settlement is eliminated for as separate arrangements.the Company.
Transportation Revenue
The Company records transportation revenueexpects to make cash contributions in 2023 in order to fully fund the ARIP on a liquidation basis, and expensesthe ARIP will be dissolved upon deliverycompletion of lump sum distributions and purchase of annuity contracts. The actual amount of this cash contribution requirement will depend upon the nature and timing of participant settlements, interest rates, as well as prevailing market conditions. In addition, the Company expects to recognize pre-tax non-cash pension settlement charges related to actuarial losses currently in Accumulated other comprehensive income (loss) in the Condensed Consolidated Balance Sheets, upon settlement of the product. Since the Company is the principal in the arrangement of transportation services for its customers, revenues and expenses are presented on a gross basis. 
Other Revenue
Other Revenue primarily includes the sale of limestone produced by the Company’s quarry business. Revenues from the sale of limestone are recognized upon delivery to customers.
Contracts with Multiple Service Lines
When considering contracts containing more than one service to a customer, a contract's transaction price is pre-defined or allocated to each distinct performance obligation and recognized as revenue when, or as the performance obligation is satisfied, either over time as work progresses, or at a point in time. For contracts with multiple service lines or distinct performance obligations the Company evaluates and allocates the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or serviceARIP. These charges are currently expected to occur in 2023, with the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company forecasts expected costs of satisfying a performance obligationspecific timing and then adds an appropriate margin for that distinct good or service.
Recently Adopted Accounting Standards
Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
In February 2018, the Financial Accounting Standards Board (FASB) issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI). The ASU permits entities to reclassify tax effects stranded in AOCI as a result of tax reform to retained earnings. The guidance is effective for the Company in interim and annual periods beginning in 2019. Early adoption is permitted and can be applied retrospectively or in the period of adoption. The Company early adopted the ASU during the first quarter of 2018.  Because the deferred tax asset in OCI is currently subject to a full valuation allowance, there is no net reclassification amount from AOCI to retained earnings during the quarter.  However, our adoptionfinal amounts dependent upon completion of the principle will enable us to apply a 21% rate to the deferred tax asset when the valuation allowance no longer applies.activities enumerated above.




11
13



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements




- (Unaudited)

The termination of the plan will be accounted for under the liquidation basis of accounting. The gain or loss resulting from the liquidation is not expected to be material and will be recorded to “Other (income) expense, net” in the Condensed Consolidated Financial Statements.
Compensation—Stock CompensationRecent Capital Markets Activity
At the Market (ATM) Equity Program
On March 17, 2023, the Company entered into an equity distribution agreement pursuant to which we may 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 “2023 ATM Equity Program”). Sales of the Company’s common stock made pursuant to the 2023 ATM Equity Program may 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 named therein and us. Sales may also be made on a forward basis pursuant to separate forward sale agreements. There was no activity during the six months ended June 30, 2023 under the 2023 ATM Equity Program.
Universal Shelf Registration Statement
In May 2017,connection with establishing the Financial2023 ATM Equity Program on March 17, 2023, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No. 333-270664 and 333-270664-01) (the “Registration Statement”), registering an indeterminate amount of (i) the Company’s common stock, $0.01 par value per share, (ii) the Company’s preferred stock, $0.01 par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common stock or preferred stock or depositary shares and (v) debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company.

Recently Adopted Accounting Standard Board (FASB)Standards
Accounting for Revenue Contracts Acquired in a Business Combination

In 2021, the FASB issued ASU 2021-08, Accounting Standard Update (ASU) 2017-09, Compensation—Stock Compensationfor Contract Assets and Contract Liabilities from Contracts with Customers (Topic 718): Scope of Modification Accounting. This update provides guidance on determining which805). The changes to the terms and conditions of share-based payment awards require an entityentities to apply modification accounting under Topic 718. ASU 2017-09 wasAccounting Standards Codification (ASC) 606 to recognize and measure contract assets and contract liabilities from contracts with customers in a business combination, rather than acquisition date fair value. This guidance is effective for all entities for annual periods, includingfiscal years, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted ASU 2017-09 in the first quarter of 2018 and it did not have a material effect on its condensed consolidated financial statements.
Compensation - Retirement Benefits
In March 2017, the FASB issued ASU 2017-07, Compensation - Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (ASU 2017-07). This update requires that the service cost component of net periodic pension and other postretirement benefits (OPEB) (income) expense be presented in the same income statement line item as other employee compensation costs, while the remaining components of net periodic pension and OPEB (income) expense are to be presented outside operating income. Retrospective application of the change in income statement presentation is required, while the change in capitalized benefit cost is to be applied prospectively. ASU 2017-01 was effective for public business entities for fiscal years, beginning after December 15, 2017. The Company's adoption2022. Adoption of this guidance resulted in the reclassification of non-service cost components of $0.3 million and $0.9 million from "Selling, general and administrative" expense to "Other income, net" for the three months ended March 31, 2018 and March 31, 2017, respectively, in the condensed consolidated statements of operations.
Statement of Cash Flows, Restricted Cash
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. Under this new guidance, entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet is required. For public business entities, the guidance was effective for fiscal years beginning after December 15, 2017, and interim periods within those years. The Company adopted ASU 2016-18 in the first quarter of 2018 and disclosure revisions have been made retrospectively for the periods presented on the condensed consolidated statements of cash flows.
Statement of Cash Flows, Classification of Certain Cash Receipts and Cash Payments
In August 2016, the FASB issued Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (ASU 2016-15), which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. This new guidance was effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those years. Entities will have to apply the guidance retrospectively, but if it is impracticable to do so for an issue, the amendments related to that issue would be applied prospectively. The Company adopted ASU 2016-15 in the first quarter of 2018 and it2021-08 did not have a material effectimpact on its condensed consolidated statementsthe Company’s Condensed Consolidated Financial Statements.

Significant Risks and Uncertainties
The three and six months ended June 30, 2022 were negatively impacted by the contributory effects of cash flows.

the COVID-19 pandemic and the resulting disruptions in (i) the food supply chain; (ii) our customers’ production of goods; (iii) the labor market, which impacts associate turnover, availability and cost; and (iv) the impact of inflation on the cost to provide our services. Over the last twelve months, there have been gradual improvements in food production and the food supply chain has begun to recover storage levels, reaching pre-COVID-19 pandemic levels. While our business continues to be impacted by rising inflationary pressures, we are well-situated due to our strong financial position and our ability to pass along price increases to our customers.
12
14



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements




- (Unaudited)

2. Acquisitions, Held for Sale, Discontinued Operations and Dispositions
Recognition and MeasurementPurchase of Financial Assets and Financial LiabilitiesComfrio Joint Venture
In January 2016,connection with the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition2020 Agro acquisition, the Company acquired 22% of equity ownership in Agrofundo Brazil II Fundode Investimento em Participações or the “Comfrio” joint venture (“JV”). The remaining interests were held by the general partner and Measurementtwo minority shareholders. The JV agreement included a fair value call/put option which would allow the remaining 78% interest in Comfrio to be either purchased by or sold to the Company through either the exercise of Financial Assetsthe 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 Financial Liabilities. The update primarily affects the accounting for equity investments, financial liabilities under the fair value of the put option, which resulted a loss of $56.6 million. 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 presentation and disclosure requirements for financial instruments. In addition,acquisition closed on May 30, 2023 (the “Acquisition Date”). Total consideration paid was $56.6 million, of which $40.7 million was paid during the FASB clarified guidance relatedthree months ended June 30, 2023. Prior to the valuation allowance assessmentAcquisition Date, the Company’s 22% equity interest was accounted for as an equity method investment. Given the financial condition of the acquiree, the Company remeasured its interest and determined no gain or loss should be recognized upon the closing of the acquisition.

The estimated fair values associated with the preliminary acquisition accounting primarily include $32.8 million of property, buildings and equipment, $38.0 million of operating lease right of use assets, $17.1 million of accounts receivable, debt of $14.8 million and other liabilities of $56.0 million.

The fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management, including information from prior valuations of similar entities and the books and records of Comfrio. The Company’s estimates and assumptions are subject to change during the measurement period, not to exceed one year from the Acquisition Date. As the initial acquisition accounting is based on preliminary assessments, actual values may materially differ when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. For public companies, the amendments in this update were effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.final information becomes available. The Company adopted ASU 2016-01believes that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed.

Upon acquisition, the Company committed to a plan to sell Comfrio in its present condition and has initiated a program to locate a buyer and complete the disposition. As Comfrio is a newly acquired business that meets the held-for-sale criteria upon acquisition, the Company has classified the associated assets acquired and liabilities assumed as held for sale and the operations as discontinued operations. The primary components of the net losses from discontinued operations during the three and six months ended June 30, 2023 and 2022 are included in the first quarter of 2018 and it did not have a material effect on its condensed consolidated financial statements.table below.
Revenue Recognition
In May 2014, the FASB issued ASU 2014-09 (Topic 606), Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. ASU 2014-09 provides new guidance related to the core principle that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance results in enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively, and improves guidance for multiple element arrangements. During 2016, the FASB issued additional ASUs to clarify certain aspects of ASU 2014-09, including ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), in March 2016, and ASU 2016-10, Identifying Performance Obligations and Licensing, in April 2016.
The Company adopted this standard effective January 1, 2018, applying the modified retrospective method, and determined that the standard did not have a material impact to the amount or timing of revenue recognized for its revenue arrangements. Additionally, the Company did not record any cumulative effect adjustment as of the date of adoption. The most significant impact of the standard relates to the addition of disclosures relating to contracts that contain performance obligations extending beyond the end of the reporting period, and quantifying and disclosing methods of transferring services as it pertains to satisfying performance obligations. See Note 18.
Adoption of the standards related to revenue recognition had no impact to cash from or used in operating, financing, or investing activities on the condensed consolidated statements of cash flows, and had no material impact on the Company's processes and controls.
Future Adoption of Accounting Standards
Lease Accounting
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The following are some of the key provisions of this update:
Lessees will need to recognize a right-of-use asset and a lease liability for virtually all of their leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to

Three Months Ended June 30,Six Months Ended June 30,
(In Thousands)2023202220232022
Results of discontinued operations
Revenue$14,237 $— $14,237 $— 
Operating expenses16,541 — 16,541 — 
Estimated costs of disposal4,000 — 4,000 — 
Loss from partial investment pre-acquisition1,730 3,288 4,111 4,936 
Pre-tax loss(8,034)(3,288)(10,415)(4,936)
Income tax expense(241)— (241)— 
Loss from discontinued operations, net of tax$(8,275)$(3,288)$(10,656)$(4,936)
13
15



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements




- (Unaudited)

During the fourth quarter of 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio borrowed $25.0 million from Americold (of which $15 million was borrowed during the first quarter of 2023) at a 10% annual fixed interest rate. During the three months ended June 30, 2023, the Company fully impaired the outstanding balance.
Sale of Outstanding Minority Ownership in LATAM JV
On May 30, 2023, the current model, but updated to align with certain changesCompany sold its remaining 15% equity interest to the lessee model (e.g., certain definitions, such as initial direct costs, have been updated)LATAM JV partner for total proceeds of $36.9 million and the new revenue recognition standard. Similar to today, lessors will classify leases as operating, direct financing, or sales-type.
Existing sale-leaseback guidance, including guidance applicable to real estate, is replaced withrecognized a new model applicable to both lessees and lessors. A sale-leaseback transaction will qualify as a sale only if (1) it meets the sale guidancecorresponding gain of $0.3 million in “Other (income) expense, net,” in the new revenue recognition standard, (2) the leaseback is not a finance lease or a sales-type lease,Condensed Consolidated Statement of Operations.
3. Acquisition, cyber incident and (3) a repurchase option, if any, is priced at the asset’s fair value at the time of exercise and the asset is not specialized. If the transaction fails sale treatment, the buyer and seller will reflect it as a financing.other, net
For public business entities, the standard is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require applicationcomponents of the new guidance atcharges and credits included in “Acquisition, cyber incident and other, net” in our Condensed Consolidated Statements of Operations are as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
Acquisition, cyber incident and other, net2023202220232022
Acquisition and integration related costs$2,402 $3,786 $4,188 $10,071 
Cyber incident related costs, net of insurance recoveries18,998 (819)18,998 (793)
Severance costs2,793 910 6,209 3,474 
Project Orion expenses2,543 — 4,488 — 
Litigation499 1,179 499 2,379 
Terminated site operations costs— 767 — 767 
Other, net— (160)— (160)
Total acquisition, cyber incident and other, net$27,235 $5,663 $34,382 $15,738 

Project Orion expenses represent the beginningnon-capitalizable portion of the earliest comparative period presented. The Companyour Project Orion costs, which is currently evaluating the potential impact of adopting ASU 2016-02.
3. Equity-Method Investments
The Company has investments in certain ventures that are accounted for under the equity method of accounting. The following tables summarize the financial information of the Company's largest joint ventures (CMAL and CMAH, or the China JV) for the interim periods presented.
 March 31, 2018
Condensed consolidated results of operationsCMALCMAHTotal
 (In thousands)
Revenues$9,741
$2,867
$12,608
Operating income23
84
107
Net (loss) income$(2)$71
$69
Company’s loss from partially owned entities$(121)$(18)$(139)
 March 31, 2017
Condensed consolidated results of operationsCMALCMAHTotal
 (In thousands)
Revenues$9,354
$2,216
$11,570
Operating (loss) income(144)172
28
Net (loss) income$(139)$88
$(51)
Company’s (loss) income from partially owned entities$(70)$43
$(27)
In addition to the China JV, the Company also has an investment in and transformation of our technology systems, business processes and customer solutions. The project includes the implementation of a joint venture accounted for undernew, state-of-the-art, cloud-based enterprise resource planning (“ERP”) software system.

Cyber incident related costs, net of insurance recoveries represents costs related to the equity-method, withcyber incident further described in Note 1 to these Condensed Consolidated Financial Statements, partially offset by recoveries received related to the cyber event in 2020.
4. Debt
The following table reflects a carrying amountsummary of $2.0 millionour outstanding indebtedness as of March 31, 2018June 30, 2023 and December 31, 2017.



2022 (in thousands):
14
16



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements




- (Unaudited)

June 30, 2023December 31, 2022
Weighted Average Effective Interest RateCarrying AmountWeighted Average Effective Interest RateCarrying Amount
Senior Unsecured Notes3.25%$1,768,175 3.27%$1,752,875 
Senior Unsecured Term Loans4.66%833,800 4.67%829,450 
Senior Unsecured Revolving Credit Facility6.03%723,436 5.12%500,052 
Total principal amount of indebtedness$3,325,411 $3,082,377 
Less: unamortized deferred financing costs(11,848)(13,044)
Total indebtedness, net of deferred financing costs$3,313,563 $3,069,333 
4. Redeemable Preferred Shares
Series A Cumulative Non-Voting Preferred Shares
In January 2009,The weighted-average interest rates shown represent interest rates at the Company issued 125 Series A Cumulative Non-Voting Preferred Shares of beneficial interest, par value $0.01 per share (Series A Preferred Shares) for proceeds of $0.1 million. The Series A Preferred Shares were redeemable by the Company at any time by notice for a price, payable in cash, equal to 100% of each share’s liquidation value of $1,000, plus all accrued and unpaid dividends, plus, if applicable, a redemption premium. Holdersend of the Series A Preferred Shares were entitledperiods for the debt outstanding and include the impact of designated interest rate swaps, which effectively lock-in the interest rates on certain variable rate debt under our Senior Unsecured Term Loans.
The following table provides the details of our Senior Unsecured Notes (balances in thousands):
June 30, 2023December 31, 2022
Stated Maturity DateContractual Interest RateBorrowing CurrencyCarrying Amount (USD)Borrowing CurrencyCarrying Amount (USD)
Series A Notes01/20264.68%$200,000 $200,000 $200,000 $200,000 
Series B Notes01/20294.86%$400,000 400,000 $400,000 400,000 
Series C Notes01/20304.10%$350,000 350,000 $350,000 350,000 
Series D Notes01/20311.62%€400,000 436,360 €400,000 428,200 
Series E Notes01/20331.65%€350,000 381,815 €350,000 374,675 
Total Senior Unsecured Notes$1,768,175 $1,752,875 
The following table provides the details of our Senior Unsecured Term Loans (balances in thousands):
June 30, 2023December 31, 2022
Contractual Interest Rate(1)
Borrowing CurrencyCarrying Amount (USD)
Contractual Interest Rate(1)
Borrowing CurrencyCarrying Amount (USD)
Tranche A-1SOFR+ 0.94%$375,000 $375,000 SOFR + 0.95%$375,000 $375,000 
Tranche A-2CDOR+ 0.94%C$250,000 188,800 CDOR+0.95%C$250,000 184,450 
Delayed Draw Tranche A-3SOFR+ 0.94%$270,000 270,000 SOFR + 0.95%$270,000 270,000 
Total Senior Unsecured Term Loan Facility$833,800 $829,450 
(1)S = one-month Adjusted Term SOFR; C = one-month CDOR. Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.10%, in addition to receive dividends semiannuallythe margin. While the above reflects the contractual rate, refer to the description below of the Senior Unsecured Credit Facility for details of the portion of these Term Loans that are hedged, therefore, at a per annumfixed interest rate equal to 12.5%for the duration of the liquidation value.
In connection with the IPO, all outstanding Series A Preferred Shares were redeemed resulting in a cash payment of approximately $0.1 million, including accrued and unpaid dividends.
Series B Cumulative Convertible Voting Preferred Shares
On December 15, 2010, the Company issued 375,000respective swap agreement. Refer to Note 5 for details of the Series B Cumulative Convertible Voting Preferred Shares of beneficialrelated interest par value $0.01 per share (Series B Preferred Shares), for proceeds of $368.5 million. Of the total issuance, 325,000 Series B Preferred Shares were issued to affiliates of Goldman and 50,000 were issued to an affiliate of CMHI, the majority partner in the China JV.
In connection with the IPO, Goldman and CMHI converted their Series B Preferred Shares into 28,808,224 and 4,432,034 common shares of the Company, respectively, after taking into account a cash payment of approximately $1.8 million of accrued and unpaid dividends. Goldman sold 5,163,716 common shares of the Company soon after the conversion of the Series B Preferred Shares.

rate swaps.
15
17



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements - (Unaudited)





5. Debt
The Company’s outstanding and availablefollowing table provides the details of our Senior Unsecured Revolving Credit Facility (balances in thousands):
June 30, 2023December 31, 2022
Denomination of Draw
Contractual Interest Rate (1)
Borrowing CurrencyCarrying Amount (USD)
Contractual Interest Rate(1)
Borrowing CurrencyCarrying Amount (USD)
U.S. dollarSOFR + 0.84%$432,000 $432,000 SOFR + 0.85%$225,000 $225,000 
Australian dollarBBSW + 0.84%A$156,000 103,958 BBSW+0.85%A$146,000 99,470 
British pound sterlingSONIA + 0.84%£78,000 99,083 SONIA+0.85%£76,500 92,435 
Canadian dollarCDOR + 0.84%C$35,000 26,432 CDOR+0.85%C$50,000 36,890 
EuroEURIBOR + 0.84%€49,500 54,000 EURIBOR+0.85%€35,500 38,003 
New Zealand dollarBKBM + 0.84%NZD13,000 7,963 BKBM+0.85%NZD12,998 8,254 
Total Senior Unsecured Revolving Credit Facility$723,436 $500,052 
(1) S = one-month Adjusted SOFR; C = one-month CDOR; E = Euro Interbank Offered Rate (EURIBOR); SONIA = Adjusted Sterling Overnight Interbank Average Rate; BBSW = Bank Bill Swap Rate; BKBM = Bank Bill Reference Rate. We have elected Daily SOFR for the entirety of our U.S. dollar denominated borrowings asshown above, which includes an adjustment of March 31, 2018 and December 31, 2017 are as follows:0.10%, in addition to the margin. Our British pound sterling borrowings bear interest tied to adjusted SONIA, which includes an adjustment of 0.03% in addition to our margin.
    March 31, 2018 December 31, 2017
 Stated maturity dateContractual Interest RateEffective Interest Rate as of March 31, 2018Carrying AmountFair Value Carrying AmountFair Value
2010 Mortgage Loans
cross-collateralized and cross-defaulted by 46 warehouses:		 (In thousands)
Component A-11/20213.86%4.40%$52,641
$53,299
 $56,941
$58,151
Component A-2-FX1/20214.96%5.38%150,334
157,475
 150,334
159,918
Component A-2-FL (1)
1/2021L+1.51%3.80%48,654
48,958
 48,654
49,019
Component B1/20216.04%6.48%60,000
63,900
 60,000
64,875
Component C1/20216.82%7.28%62,400
67,704
 62,400
68,718
Component D1/20217.45%7.92%82,600
90,344
 82,600
91,686
2013 Mortgage Loans
cross-collateralized and cross-defaulted by 15 warehouses:		      
Senior note5/20233.81%4.14%192,654
190,245
 194,223
195,194
Mezzanine A5/20237.38%7.55%70,000
67,900
 70,000
68,950
Mezzanine B5/202311.50%11.75%32,000
31,360
 32,000
31,840
ANZ Term Loans secured by mortgages in properties owned by relevant subsidiaries:      
Australia Term Loan (1)
6/2020BBSY+1.40%4.59%156,046
157,607
 158,645
160,628
New Zealand Term Loan (1)
6/2020BKBM+1.40%5.15%31,834
32,152
 31,240
31,631
2018 Senior Secured Term A Facility secured by stock pledge in qualified subsidiaries (1)
1/2023L+2.50%4.90%475,000
475,000
 —
—
2015 Senior Secured Term Loan B Facility (1)
12/2022L+3.75%5.79%—
—
 806,918
806,918
Total principal amount of mortgage notes and term loans $1,414,163
$1,435,944
 $1,753,955
$1,787,528
Less deferred financing costs   (15,611)n/a
 (25,712)n/a
Less debt discount   (325)n/a
 (6,285)n/a
Total mortgage notes and term loans, net of deferred financing costs and debt discount$1,398,227
$1,435,944
 $1,721,958
$1,787,528
         
2018 Senior Secured Revolving Credit
Facility secured by stock pledge in qualified subsidiaries (1)
1/2021L+2.50%n/a$—
$—
 $—
$—
         
Construction Loan:        
Warehouse Clearfield, UT secured by mortgage (1)
2/2019L+3.25%5.18%$—
$—
 $19,671
$19,671
Less deferred financing costs   —
n/a
 (179)n/a
    $—
$—
 $19,492
$19,671
(1)L = one-month LIBOR; BBSY= Bank Bill Swap Bid Rate (applicable in Australia); BKBM = Bank Bill Reference Rate (applicable in New Zealand).


16

Americold Realty Trust and Subsidiaries
NotesRefer to CondensedNote 9 of the Consolidated Financial Statements





2018 Senior Secured Credit Facilities
Simultaneous in the Company’s 2022 Annual Report on Form 10-K as filed with the IPO, we closed ona five-year, $525.0 million Senior Secured Term Loan A Facility and a three-year, $400.0 million Senior Secured Revolving Credit Facility, which we refer to as 2018 Senior Secured Credit Facilities. Our 2018 Senior Secured Credit Facilities also have an additional $400.0 million accordion option. Our 2018 Senior Secured Revolving Credit Facility has a one-year extension option subject to certain conditions. We used the net proceeds from the IPO, together with $517.0 millionSEC for further details of net proceeds from our Senior Secured Term Loan A Facility, to repay the entire $806.9 million aggregate principal amount of indebtednessits outstanding under our Senior Secured Term Loan B Facility, plus accrued and unpaid interest, to repay $20.9 million of indebtedness outstanding under our Clearfield, Utah and Middleboro, Massachusetts construction loans, and for working capital.    
On February 6, 2018, we amended the credit agreement with the lenders of our 2018 Senior Revolving Credit Facility (the 2018 Credit Agreement) to increase the aggregate revolving credit commitments on this facility by $50.0 million to $450.0 million. Concurrently, we utilized cash on hand to repay $50.0 million on our Senior Secured Term Loan A facility. As a result of these modifications, our total aggregate commitments under its 2018 Senior Credit Facilities remain unchanged at $925.0 million.
Borrowings under our 2018 Senior Secured Credit Facilities bear interest, at our election, at the then-applicable margin plus an applicable LIBOR or base rate interest rate. The base rate is the greatest of the bank prime rate, the one-month LIBOR rate plus one percent or the federal funds rate plus one-half of one percent. The applicable margin varies between (i) in the case of LIBOR-based loans, 2.35% and 3.00% and (ii) in the case of base rate loans, 1.35% and 2.00%, in each case, based on changes in our total leverage. In addition, any undrawn portion of our 2018 Senior Secured Revolving Credit Facility will be subject to an annual 0.30% commitment fee at times that we are utilizing at least 50% of our outstanding revolving credit commitments or an annual 0.40% commitment fee at times that we are utilizing less than 50% of our revolving credit commitments, in each case, based upon the actual daily unused portion of our 2018 Senior Secured Revolving Credit Facility.
At the completion of the IPO, borrowings under our 2018 Senior Secured Credit Facilities bore interest at a floating rate of one-month LIBOR plus 2.50%. In addition, we applied approximately $33.6 million of our 2018 Senior Secured Revolving Credit Facility to backstop certain outstanding letters of credit.
Our Operating Partnership is the borrower under our 2018 Senior Secured Credit Facilities, which are guaranteed by our company and certain eligible subsidiaries of our operating partnership and secured by a pledge in the stock of certain subsidiaries of our operating partnership. Our 2018 Senior Secured Revolving Credit Facility is structured to include a borrowing base, which will allow us to borrow against the lesser of our Senior Secured Term Loan A Facility balance outstanding and $450.0 million in revolving credit commitments, and the value of certain owned real estate assets, ground, capital and operating leased assets, with credit given for income from third-party managed warehouses. At December 31, 2017, the gross value of our assets included in the calculations under our 2018 Credit Agreement, was in excess of $1.8 billion, and had an effective borrowing base collateral value (after concentration limits and advance rates as calculated under the anticipated terms of our 2018 Credit Agreement) in excess of $1.1 billion.

Our 2018 Senior Secured Credit Facilities contain representations, covenants and other terms customary for a publicly traded REIT. In addition, our 2018 Senior Secured Credit Facilities contain certain financial covenants, as defined in the credit agreement, including:
a maximum leverage ratio of less than or equal to 60% of our total asset value;
a minimum borrowing base coverage ratio of greater than or equal to 1.00 to 1.00;

17

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





a minimum pro forma fixed charge coverage ratio of greater than or equal to 1.40 to 1.00 increasing to 1.50 to 1.00 in the first quarter of 2018;
a minimum borrowing base debt service coverage ratio of greater than or equal to 2.00 to 1.00;
a minimum tangible net worth requirement of greater than or equal to $900 million plus 70% of any future net equity proceeds following the completion of the IPO transactions; and
a maximum recourse secured debt ratio of less than or equal to 20% of our total asset value.
Our 2018 Senior Secured Credit Facilities are fully recourse to our Operating Partnership.indebtedness. As of March 31, 2018, the Company wasJune 30, 2023, we were in compliance with all debt covenants.
The aggregate maturities of the Company’s total indebtedness as of March 31, 2018, including amortization of principal amounts due under the Term Loan A and mortgage notes for each of the next five years and thereafter, are as follows:
As of March 31, 2018:(In thousands)
Year 1$24,069
Year 225,199
Year 3614,956
Year 47,102
Year 5482,381
Thereafter260,456
Aggregate principal amount of debt1,414,163
Less unamortized discount and deferred financing costs(15,936)
Total debt net of discount and deferred financing costs$1,398,227
6.5. Derivative Financial Instruments
Designated Non-derivative Financial Instruments
As of June 30, 2023, the Company designated £78.0 million, A$156.0 million and €799.5 million debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. As of December 31, 2022, the Company designated £76.5 million, A$146.0 million and €785.5 million debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. The remeasurement of these instruments is recorded in “Change in unrealized net loss on foreign currency” on the accompanying Condensed Consolidated Statements of Comprehensive Loss.
Derivative Financial Instruments
The Company is subject to volatility in interest rates due to variable-rate debt. To manage this risk, the Company periodically enters into interest rate swap agreements. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective swap agreement without an exchange of the underlying notional amount. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in interest rates. The following table includes the variable interest rates related to certain indebtednesskey provisions of its foreign subsidiaries. The Company’s strategy to achieve that objective involves entering intothe interest rate swaps outstanding as of June 30, 2023 and December 31, 2022 (fair value in thousands):
18


Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements - (Unaudited)
NotionalFixed Base Interest Rate SwapEffective DateExpiration DateDebt InstrumentFair Value as of June 30, 2023
Fair Value as of December 31, 2022
$200.0 million USD3.65%9/23/202212/29/2023Tranche A-1$1,627 $2,240 
$200.0 million USD3.05%12/29/20237/30/2027Tranche A-14,924 2,328 
$175.0 million USD3.47%11/30/20227/30/2027Tranche A-13,548 2,020 
$270.0 million USD3.05%11/01/202212/31/2027Delayed Draw Tranche A-39,772 8,034 
$250.0 million CAD3.59%9/23/202212/31/2027Tranche A-24,253 950 
Total$24,124 $15,572 
In addition, the Company is subject to volatility in foreign exchange rates due to foreign-currency denominated intercompany loans. The Company implemented cross-currency swaps to manage the foreign currency exchange rate risk on certain intercompany loans. These agreements effectively mitigate the Company’s exposure to fluctuations in cash flows due to foreign exchange rate risk. These agreements involve the receipt of fixed USD amounts in exchange for payment of fixed Australian and New Zealand Dollar amounts over the life of the respective intercompany loan. The entirety of the Company’s outstanding intercompany loans receivable balances, $153.5 million AUD and $37.5 million NZD, were hedged under the cross-currency swap contracts. agreements at June 30, 2023 and December 31, 2022.
There have been no significant changes in the Company'sto our policy or strategy for utilizing derivative instruments from what was disclosed in its consolidated financial statements contained in theour 2022 Annual Report on Form 10-K for10-K. During the year ended December 31, 2017.next twelve months, the Company estimates that an additional $2.0 million will be reclassified as an increase to “Loss on debt extinguishment, modifications, and termination of derivative instruments”. Additionally, during the next twelve months, the Company estimates that an additional $0.3 million will be reclassified as a increase to gain/loss on foreign exchange (a component of “Other income (expense), net”) and an additional $15.9 million will be reclassified as a decrease to “Interest expense”.
As of March 31, 2018 and December 31, 2017, the aggregate fair values of these cash flow hedges were $2.4 million and $2.5 million, respectively, which are included in the "Accounts payable and accrued expenses" line of the accompanying condensed consolidated balance sheets. The Company determines the fair value of theseits 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 within “Other assets” and “Accounts payable and accrued expenses” as of June 30, 2023 and December 31, 2022 (in thousands):
Derivative AssetsDerivative Liabilities
June 30, 2023December 31, 2022June 30, 2023December 31, 2022
Designated derivatives
Foreign exchange contracts$10,882 $7,948 $— $— 
Interest rate contracts24,124 15,572 — — 
Total fair value of derivatives$35,006 $23,520 $— $— 
The following table summarizestables present the impacteffect of the Company’s interest rate swaps designated as cash flow hedgesderivative financial instruments on the resultsaccompanying Condensed Consolidated Statements of operationsOperations for the three and six months ended June 30, 2023 and 2022, including the impacts to Accumulated Other Comprehensive (Loss) Income (OCI) during the three-month period ended March 31, 2018 and 2017:

(AOCI) (in thousands):
18
19



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements




- (Unaudited)

Amount of Gain or (Loss) Recognized in Other Comprehensive Income on DerivativeLocation of Gain or (Loss) Reclassified from AOCI into IncomeAmount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Three Months Ended June 30,Three Months Ended June 30,
2023202220232022
Interest rate contracts$24,542 $— Interest expense$3,311 $— 
Interest rate contracts— 
Loss on debt extinguishment, modifications and termination of derivative instruments(1)
(627)(626)
Foreign exchange contracts1,478 12,666 Foreign currency exchange loss, net842 11,533 
Foreign exchange contracts— Interest expense135 201 
Total designated cash flow hedges$26,020 $12,666 $3,661 $11,108 
 Three Months Ended March 31,
 2018 2017
 (In thousands)
(Gain) loss recognized as OCI, net of tax (effective portion)$(36) $348
Loss reclassified from AOCI into interest expense, net of tax365
 376
The Company’s derivatives have been designated as cash flow hedges; therefore,(1)In conjunction with the effective portiontermination of the changes in the fair value of derivatives will be recognized in AOCI. As the critical terms of the interest rate swaps matchin 2020, the underlyingCompany recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. As of June 30, 2023, the Company recorded an increase to “Loss on debt being hedged, no ineffectiveness is recognized on these swapsextinguishment, modifications and therefore, all unrealized changes in fair value are recorded in AOCI. The Company classifies cash inflows and outflows from derivatives within operating activities on the statementtermination of cash flows. Amounts reclassified from AOCI into earningsderivative instruments” related to realized gains and losses onthis transaction.
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on DerivativeLocation of Gain or (Loss) Reclassified from AOCI into IncomeAmount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Six Months Ended June 30,Six Months Ended June 30,
2023202220232022
Interest rate contracts$14,295 $— Interest expense$5,743 $— 
Interest rate contracts— — 
Loss on debt extinguishment, modifications and termination of derivative instruments(1)
(1,247)(1,253)
Foreign exchange contracts3,161 8,341 Foreign currency exchange loss, net2,938 7,682 
Foreign exchange contracts— — Interest expense227 203 
Total designated cash flow hedges$17,456 $8,341 $7,661 $6,632 
(1)In conjunction with the termination of interest rate swaps are recognized when interest payments or receipts occurin 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. During the six months ended June 30, 2023, the Company recorded an increase to “Loss on debt extinguishment, modifications and termination of derivative instruments” related to this transaction.
The table below presents a gross presentation, the swap contracts, which correspondeffects of offsetting, and a net presentation of the Company’s derivatives as of June 30, 2023 and December 31, 2022. The net amounts of derivative assets or liabilities can be reconciled to when interest paymentsthe tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are madepresented on the Company’s hedged debt.accompanying Condensed Consolidated Balance Sheets (in thousands):
20


Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements - (Unaudited)
June 30, 2023
Offsetting of Derivative Assets
Gross Amounts Not Offset in the Consolidated Balance Sheet
Gross Amounts of Recognized AssetsGross Amounts Offset in the Consolidated Balance SheetNet Amounts of Assets Presented in the Consolidated Balance SheetFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives$35,006 $— $35,006 $— $— $35,006 
December 31, 2022
Offsetting of Derivative Assets
Gross Amounts Not Offset in the Consolidated Balance Sheet
Gross Amounts of Recognized AssetsGross Amounts Offset in the Consolidated Balance SheetNet Amounts of Assets Presented in the Consolidated Balance SheetFinancial InstrumentsCash Collateral ReceivedNet Amount
Derivatives$23,520 $— $23,520 $— $— $23,520 
As of June 30, 2023 and December 31, 2022, there was no impact from netting arrangements and the Company did not have any outstanding derivatives in a net liability position. As of June 30, 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 on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. Refer to Note 149 for additional details regarding the impact of the Company'sCompany’s derivatives on AOCI for the three and six months ended March 31, 2018June 30, 2023 and 2017.2022, respectively.
21
7. Sale-Leasebacks

Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements - (Unaudited)
6. Fair Value Measurements
As of Real Estate
The Company’s outstanding sale-leaseback financing obligations of real estate-related long-lived assets as of March 31, 2018June 30, 2023 and December 31, 2017 are as follows:
 MaturityInterest Rate as of March 31, 2018March 31, 2018December 31, 2017
   (In thousands)
1 warehouse – 20108/203010.34%$19,416
$19,457
11 warehouses – 20079/2017 to 9/20277.00%–19.59%101,495
102,059
Total sale-leaseback financing obligations$120,911
$121,516
8. Fair Value Measurements
The Company categorizes assets and liabilities that are recorded at fair values into one of three tiers based upon fair value hierarchy. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in2022, the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and revolving line of credit approximate their fair values due to the short-term maturities of the instruments.
The Company's mortgage notes, term loan and construction loans are reported at their aggregate principal amount less unamortized original issue discount and deferred financing costs on the accompanying condensed consolidated balance sheets. The fair value of these financial instruments is estimated based on the present value of the expected coupon and principal payments using a discount rate that reflects the projected performance of the collateral asset as of each valuation date. The inputs used to estimate the fair value of the Company's mortgage notes, term loans

19

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





and construction loans are comprised of Level 2 inputs, including senior industrial commercial real estate loan spreads, corporate industrial loan indexes, risk-free interest rates, and Level 3 inputs, such as future coupon and principal payments, and projected future cash flows of the collateral asset.
The Company’s financial assets and liabilities recorded at fair value on a recurring basis include certain investments included in cash equivalent money market funds and restricted cash assets. The Company’s cash equivalent money market funds and restricted cash assets are valued at quoted market prices in active markets for identical assets (Level 1), which the Company receives from the financial institutions that hold such investments on its behalf. The fair value hierarchy discussed above is also applicable to the Company’s pension and other post-retirement plans. The Company uses the fair value hierarchy to measure the fair value of assets held by various plans. The Company recognizes transfers between levels within the hierarchy as of the beginning of the reporting period. There were no transfers between levels within the hierarchy as of March 31, 2018 and December 31, 2017, respectively.
The Company's assets and liabilities measured or disclosed at fair value are as follows:follows (in thousands):
Fair Value
Fair Value HierarchyJune 30, 2023December 31, 2022
Measured at fair value during the current reporting period:
Interest rate swap assetsLevel 2$24,124 $15,572 
Cross currency swap assetsLevel 2$10,882 $7,948 
Disclosed at fair value:
Senior unsecured notes, term loans, and revolving credit facilityLevel 3$3,069,105 $2,829,574 
    Fair Value
  Fair Value Hierarchy March 31, 2018 December 31, 2017
    (In thousands)
Measured at fair value on a recurring basis:      
 Cash and cash equivalents Level 1 $193,868
 $48,873
 Restricted cash Level 1 19,394
 21,090
 Interest rate swap liability Level 2 2,399
 2,463
Measured at fair value on a non-recurring basis:      
Long-lived assets written down:      
Property, plant and equipment Level 3 $—
 $2,576
Disclosed at fair value:      
Mortgage notes, term loans and construction loan Level 3 $1,435,944
 $1,807,199
9. Dividends and Distributions
In order to comply with the REIT requirements of the Internal Revenue Code, or the Code,As further described in Note 2, the Company is generally required to make common share distributions (other than capital gain distributions) to its shareholders at least equal to 90% of its REIT taxable income, as definedacquired the remaining interest in the Code, computed without regard to the dividends paid deduction and net capital gains. The Company’s common share dividend policy is to distribute a percentage of cash flow to ensure distribution requirements of the IRS are met while allowing the Company to retain cash to meet other needs, such as principal amortization, capital improvements and other investment activities.
Common share dividends are characterized for U.S. federal income tax purposes as ordinary income, qualified dividend, capital gains, non-taxable income return of capital, or a combination of the four. Common share dividends that exceed current and accumulated earnings and profits (calculated for tax purposes) constitute a return of capital rather than a dividend and generally reduce the shareholder’s basis in the common share. To the extent that a dividend exceeds both current and accumulated earnings and profits and the shareholder’s basis in the common share, it will generally be treated as a gain from the sale or exchange of that shareholder’s common share. At the beginning of each year, we notify our shareholders of the taxability of the common share dividends paid during the preceding

20

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





year. The payment of common share dividends is dependent upon our financial condition, operating results, and REIT distribution requirements and may be adjusted at the discretion of the Company’s Board of Trustees.
The following tables summarize dividends declared and distributions paid to the holders of common shares for the three months ended March 31, 2018 and common shares and Series B Preferred Shares for the three months ended March 31, 2017.
Three Months Ended March 31, 2018
Month Declared Dividend Per Share Distributions Paid or Accrued Month Paid
    Common Shares Series B Preferred Shares  
(In thousands, except per share amounts)
January (a)
 $0.019
 $1,291
 $619
(b) 
January
March 0.140
 20,145
 —
 April
    21,436
    
Series B Preferred Shares - Fixed Dividend   1,198
(c) 
 
Total distributions paid to Series B Preferred Shares holders $1,817
  
(a)Stub period dividend paid to shareholders of record prior to the IPO.
(b)Last Participating Dividend paid to holders of Series B Preferred Shares in connection with the conversion to common shares on the IPO date.
(c)Last Fixed Dividend paid to holders of Series B Preferred Shares in connection with the conversion to common shares on the IPO date.
Three Months Ended March 31, 2017
Month Declared Dividend Per Share Distributions Paid or Accrued Month Paid
    Common Shares Series B Preferred Shares  
(In thousands, except per share amounts)
March $0.073
 $5,053
 $2,421
(a) 
April
         
Series B Preferred Shares - Fixed Dividend 4,688
  
Total distributions paid or accrued to Series B Preferred Shares holders $7,109
  
(a)Participating Dividend.
10. Share-Based Compensation
All share-based compensation cost is measured at the grant date, based on the estimated fair value of the award. The Company issues both time-based, performance-based and market-based equity awards. Time-based awards are recognized on a straight-line basis over the employees’ requisite service period, as adjusted for estimate of forfeitures. Performance-based and market-based awards are recognized on a tranche-by-tranche basis over the performance period, as adjusted for estimate of forfeitures.

21

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





Aggregate stock-based compensation charges were $4.5 million and $0.6 millionComfrio during the three months ended March 31, 2018June 30, 2023. The Company utilized multiple Level 3 inputs and 2017, respectively, and were included as a component of "selling, general and administrative" expense onassumptions to estimate the accompanying condensed consolidated statements of operations. As of March 31, 2018, there was $19.7 million of unrecognized stock‑based compensation expense related to stock options and restricted stock units, which will be recognized over a weighted-average period of 2.9 years.
Americold Realty Trust 2017 Equity Incentive Plan
On January 4, 2018, the Company's board of trustees adopted the Americold Realty Trust 2017 Equity Incentive Plan (2017 Plan), which permits the grant of various forms of equity- and cash-based awards from a reserved pool of 9,000,000 common shares of the Company. On January 17, 2018, the Company's then shareholders approved the 2017 Plan. Equity-based awards issued under the 2017 Plan have the rights to receive dividend equivalents on an accrual basis. Dividend equivalents accrued are paid upon the vesting of the awards, and for awards that are forfeited during the vesting period no dividend equivalents will be paid. Certain restricted stock units issued in connection with the IPO to retain key employees of the Company have the right to receive nonforfeitable dividend equivalent distributions on unvested units.
Modification of Restricted Stock Units
On January 4, 2018, the Company’s board of trustees approved the modification of awards to allow the grant of dividend equivalents to all participants in the 2010 Plan with respect to any and all vested restricted stock units of the Company that have not been settled pursuant to the 2010 Plan. On the same day, the Company’s board of trustees resolved that no further awards may be granted under the 2010 Plan after the approval of the 2017 Plan. As a result, the Company recognized a stock-based compensation expense of $2.6 million to reflect the change in fair value associated with the modification of the dividend equivalents rights of the outstanding equity awards under the 2010 Plan.
Restricted Stock Units Activity
Restricted stock units are nontransferable until vested. Prior to the issuance of a common share, the grantees of restricted stock units are not entitled to vote the shares. Time-based restricted stock unit awards vest in equal annual increments over the vesting period. Performance-based and market-based restricted stock unit awards vest upon the achievement of the performance target.
The following table summarizes restricted stock unit grants under the 2017 Plan during the three months ended March 31, 2018 and under the 2010 Plan for the three months ended March 31, 2017:
March 31,Grantee Type# of
Restricted Stock
Units Granted		Vesting
Period		Grant Date
Fair Value
(in thousands)
2018Trustee group373,4381-3 years$5,975
2018Employee group897,1252-4 years$12,677
2017Trustee group18,3482-3 years$199
2017Employee group71,4285 years$959
Of the restricted stock units granted during the first quarter of 2018, i) 729,375 were time-based restricted stock units with various vesting periods ranging from one to four years issued to non-employee trustees and certain employees, ii) 42,188 were time-based restricted stock units with a one year vesting period issued to non-employee trustees as

22

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





part of their annual compensation, and iii) 499,000 were market-based restricted stock units issued to certain employees. The vesting of such market-based awards will be determined based on the Company's "total shareholder return", as described in the agreement granting such awards, computed for the performance period that began January 18, 2018 and will end December 31, 2020.
As of March 31, 2018, the Company's vested and outstanding restricted stock units had an intrinsic value of approximately $31.4 million using a price per share of $19.08.
Stock Options Activity
The following tables provide a summary of option activity for the three months ended March 31, 2018 and 2017:
OptionsShares
(In thousands)		Weighted-Average Exercise PriceWeighted-Average Remaining Contractual Terms (Years)
Outstanding as of December 31, 20175,478
$9.72
6.0
Granted—
—
 
Exercised(95)7.85
 
Forfeited or expired(70)9.81
 
Outstanding as of March 31, 20185,313
9.76
5.8
    
Exercisable as of March 31, 20183,666
$9.73
4.9
Outstanding as of December 31, 20166,313
$9.72
6.8
Granted—
—
 
Exercised—
—
 
Forfeited or expired(286)9.81
 
Outstanding as of March 31, 20176,027
9.71
6.3
    
Exercisable as of March 31, 20173,537
$9.64
4.7
As of March 31, 2018, the Company's exercisable and outstanding stock options had an intrinsic value of approximately $43.5 million using a price per share of $19.08.
11. Income Taxes
Income taxes are accounted for under the provisions of ASC 740 “Income Taxes”, which generally requires the Company to record deferred income taxes for the tax effect of differences between book and tax bases of its assets and liabilities.
Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities associated with the Comfrio acquisition, valuation of the previously owned equity interest required for financial reporting purposesan acquisition achieved in stages, as well as the associated put option liability. Such inputs included the terms of put option agreement, estimated future cash flows of Comfrio, information from prior valuations of similar entities and the amounts used for income tax purposes. Realizationbooks and records of the future tax benefits related to deferred tax assets is dependent on many factors, including the Company’s past earnings history, expected future earnings, the character and jurisdiction of such earnings,Comfrio.

23

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset.7. Income Taxes
The Company recorded an incomeCompany’s effective tax benefit of approximately $0.1 millionrate for the three and six months ended March 31, 2018June 30, 2023 and income tax expense of approximately $1.5 million forJune 30, 2022 varies from the three months ended March 31, 2017. As a REIT, the Company is entitled to a deduction for dividends paid, resulting in a substantial reduction in the amount ofstatutory U.S. federal income tax expense it recognizes. Substantially all ofrate primarily due to the Company’s income tax expenseCompany being designated as a REIT that is incurred based ongenerally treated as a non-tax paying entity. During the earnings generated by its foreign operations,three and a significant portion of those earnings is permanently reinvested. The Company’s consolidatedsix months ended June 30, 2023, the effective tax rate could fluctuate inwas favorably impacted by the future based on changes in estimatesblend of taxablepre-tax book income and losses generated year over year by domesticjurisdiction. During the three and foreign taxable operations versus the REIT, the implementation of additionalsix months ended June 30, 2022, a non-recurring $6.5 million discrete net tax planning strategies, changes in federal or state tax rates or laws, changes in uncertain tax positions, or changes in the valuation allowance appliedbenefit was recognized attributable to the Company’s deferred tax assets.deconsolidation of our Chilean operations.
Tax Cuts and Jobs Act
On December 22, 2017, the U.S. government enacted comprehensive tax legislation in the form of the Tax Cuts and Jobs Act (TCJA) that significantly revises the U.S. tax code effective January 1, 2018 by, among other things, lowering the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, imposing a mandatory one-time deemed repatriation of unremitted foreign earnings (commonly referred to as the “transition tax”), limiting deductibility of interest expense and certain executive compensation, and implementing a territorial tax system. We are applying the guidance in SAB 118 when accounting for the enactment date effects of TCJA. At March 31, 2018, we have not completed our accounting for all of the tax effects of TCJA. However, we have made a reasonable estimate of certain effects. In other cases, we have not been able to make a reasonable estimate and continue to account for those items based on our existing accounting under ASC 740, Income Taxes, and the provisions of the tax laws that were in effect immediately prior to enactment. During the three-month period ended March 31, 2018, we did not recognize adjustments to the provisional amounts recorded at December 31, 2017; however, as discussed further below, we did include a reasonable estimate of the Global Intangible Low-Taxed Income (GILTI). In all cases, we will continue to make and refine our calculations as additional analysis is completed. Our estimates may also be affected as we gain a more thorough understanding of the tax law.
The TCJA subjects a U.S. shareholder to tax on GILTI earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for GILTI, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. Given the complexity of the GILTI provisions, we are still evaluating the effects of the GILTI provisions and have not yet determined our accounting policy. At March 31, 2018, because we are still evaluating the GILTI provisions and our analysis of future taxable income that is subject to GILTI, we have included GILTI related to current-year operations only in our estimated annual effective tax rate and have not provided additional GILTI on deferred items.
Income Tax Contingencies
ASC 740 prescribes a recognition threshold and measurement attribute for the financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in ASC 740 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

24

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





The Company had liabilities of $0.8 million recorded for uncertain tax positions as of March 31, 2018 and December 31, 2017. The Company recognizes interest and penalties related to unrecognized tax positions in income tax expense.
12. Employee Benefit Plans
The components of net period benefit cost for the three months ended March 31, 2018 and 2017 are as follows:
 Three Months Ended March 31, 2018
 Retirement Income PlanNational Service-Related Pension PlanOther
Post-Retirement Benefits		SuperannuationTotal
Components of net periodic benefit cost:(In thousands)
Service cost$8
$19
$—
$58
$85
Interest cost354
300
5
27
686
Expected return on plan assets(512)(342)—
(45)(899)
Amortization of net loss311
179
—
—
490
Amortization of prior service cost—
—
—
8
8
Net pension benefit cost$161
$156
$5
$48
$370
 Three Months Ended March 31, 2017
 Retirement Income PlanNational Service-Related Pension PlanOther
Post-Retirement Benefits		SuperannuationTotal
Components of net periodic benefit cost:(In thousands)
Service cost$16
$126
$—
$58
$200
Interest cost396
314
6
30
746
Expected return on plan assets(439)(294)—
(43)(776)
Amortization of net loss472
204
—
—
676
Amortization of prior service cost—
53
—
—
53
Effect of settlement173
59
—
—
232
Net pension benefit cost$618
$462
$6
$45
$1,131
The Company expects to contribute $3.2 million to all plans in 2018.

25

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





Multi-Employer Plans
The Company contributes to a number of multi-employer benefit plans under the terms of collective bargaining agreements that cover union-represented employees. These plans generally provide for retirement, death, and/or termination benefits for eligible employees within the applicable collective bargaining units, based on specific eligibility/participation requirements, vesting periods, and benefit formulas. Details on multi-employer benefit plans can be found in the Annual Report on Form 10-K for the year ended December 31, 2017.
The New England Teamsters & Trucking Industry Multi-Employer Fund (Fund) is grossly underfunded in accordance with Employee Retirement Income Security Act of 1974 (ERISA) funding standards and, therefore, ERISA required the Fund to develop a Rehabilitation Plan, creating a new fund that minimizes the pension withdrawal liability. As a result, current employers participating in the Fund were given the opportunity to exit the Fund and convert to a new fund. The Company's portion of the unfunded liability, estimated at $13.7 million, will be repaid in equal monthly installments of approximately $38 thousand over 30 years, interest free. Under the relevant U.S. GAAP standard, a participating employer withdrawing from a multi-employer plan should account for a loss contingency equal to the present value of the withdrawal liability, and amortize difference between such present value and the estimated unfunded liability through interest expense over the repayment period.
13.8. Commitments and Contingencies
Letters of Credit
As of March 31, 2018, there were $33.6 million letters of credit issued on the Company’s 2018 Revolving Line of Credit and as of December 31, 2017, there were $33.8 million of outstanding letters of credit issued on the Company’s 2015 Revolving Line of Credit.
Bonds
The Company had outstanding surety bonds of $2.7 million as of March 31, 2018 and December 31, 2017, respectively. These bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.
Collective Bargaining Agreements
As of March 31, 2018, approximately 52% of the Company’s labor force is covered by collective bargaining agreements. Collective bargaining agreements covering approximately 14% of the labor force are set to expire in 2018.
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.

22


Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements - (Unaudited)
In addition to the matters discussed below, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of

26

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows.
Kansas Breach
Preferred Freezer Services, LLC Litigation

On February 11, 2019, Preferred Freezer Services, LLC (“PFS”) moved by Order to Show Cause in the Supreme Court of Settlement Agreement Litigationthe State of New York, New York County, asserting breach of contract and other claims against the Company and seeking to preliminarily enjoin the Company from acting to acquire certain properties leased by PFS. In its complaint and request for preliminary injunctive relief, PFS alleged that the Company breached a confidentiality agreement entered into in connection with the Company’s participation in a bidding process for the sale of PFS by contacting PFS’s landlords and by using confidential PFS information in bidding for the properties leased by PFS (the “PFS Action”).
This case
PFS’s request for a preliminary injunction was serveddenied after oral argument on February 26, 2019. On March 1, 2019, PFS filed an application for interim injunctive relief from the Appellate Division of the Supreme Court, First Judicial Department (“the First Department”).

On April 2, 2019, while its application to the First Department was pending, PFS voluntarily dismissed its state court action, and First Department application, and re-filed substantially the same claims against the Company in Wyandotte County, Kansas, on January 17, 2013, alleging breachthe U.S. District Court for the Southern District of New York. In addition to an order enjoining Americold from making offers to purchase the properties leased by PFS, PFS sought compensatory, consequential and/or punitive damages. The Company filed a 1994 Settlement Agreement reached with customersmotion to require PFS to reimburse the Company for its legal fees it incurred for the state court action before PFS is allowed to proceed in the federal court action. On February 18, 2020, the Court granted Americold’s request for an award of our predecessor company, Americold Corporation. The plaintiffs originally brought claims in 1992 arisinglegal fees from a firePFS but declined to stay the previous year in an underground warehouse facility.
In 1994, a settlement was reached whereby Americold Corporation agreedcase pending payment of that award. As to the entry of a $58.7 million judgment against it and assigned its rights to proceed against its insurer to satisfy the judgment. The settlement agreement contained a standard “cooperation provision” where Americold Corporation agreed to sign any documents and to take any actions necessary to fulfill the intentamount of the settlement agreement. The plaintiffs then sued Americold Corporation’s insurance company to recover the amounts of the settlement. After decades of litigation, the case was ultimately dismissed in 2012, and the Kansas Supreme Court ruled that the 1994 consent judgment had expired.
On September 24, 2012, the plaintiffs filed a separate claim in the district court of Wyandotte County, Kansas, alleging thataward, the Company and one ofPFS have entered into a stipulation that PFS will pay Americold $0.6 million to reimburse the Company for its subsidiaries, Americold Logistics, LLC, as successors to Americold Corporation, are liable for the full amountlegal fees upon conclusion of the judgment, based upon the vague allegation that the Company failed to execute a document or take action to keep the judgment alivecase. PFS has since amended its complaint, and viable.
On February 7, 2013, the Company removed the case to the U.S. federal court andAmericold has filed a motion to dismiss the case on several grounds, which the plaintiffs vigorously opposed. On October 4, 2013, the court granted our motion and dismissed the case in full. Only one plaintiff appealed the dismissal to the U.S. Court of Appeals where oral argument was heard in November 2014 before the Tenth Circuit in Denver. The Court of Appeals ordered the case remanded to the Kansas State Court, finding U.S. federal diversity jurisdiction did not exist over the Company. that amended complaint.

The Company petitioneddenies the U.S. Supreme Court for an Oral Argument that occurred on January 19, 2016.
On March 7, 2016,allegations and believes PFS’s claims are without merit and intends to vigorously defend itself against the United States Supreme Court handed down a decision inallegations. Given the Kansas Breach of Settlement Agreement Litigation case. The decision was contrary to the position that the Company argued and the matter was remanded back to Kansas state court for further proceedings. Regardlessstatus of the venue,proceedings to date, a liability cannot be reasonably estimated. The Company believes the Company remains confident thatultimate outcome of this matter will not have a material adverse impact on its defenses on the merits of plaintiffs’ claims are strong under Kansas law and the likelihood of any liability is remote.Consolidated Financial Statements.
Following remand to Kansas state court, Plaintiffs initially petitioned the court to amend their complaint that would result in the plaintiffs dropping the claim for damages and seeking an Order of Specific Performance-namely to require Americold sign a new document to reinstate the judgment assigned in the 1994 Settlement Agreement. No amended complaint was filed however and Plaintiffs filed a later motion to add back the damages claim, which was granted in February 2018. The parties now find themselves at the exact same position as when the case was initially filed. Americold maintains its position that any such renewal of the judgment is ineffective as a matter of law, its defenses are strong and the likelihood of any liability is remote.
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.

27

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





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 recordedhad nominal environmental liabilities in accounts payable and accrued expenses as of March 31, 2018June 30, 2023 and December 31, 2017.2022. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental
23


Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements - (Unaudited)
Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Future changes in applicable environmental laws or regulations, or in the interpretations of such laws and regulations, could negatively impact the Company. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There are no individually material remediation accruals. Mostunrecorded contingent liabilities as 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.June 30, 2023.
Occupational Safety and Health Act (OSHA)
The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial, and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to employees who may be injured at our warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in substantial compliance with all OSHA regulations and that no material unrecorded contingent liabilities exist as of March 31, 2018June 30, 2023 and December 31, 2017.

2022.
28
24



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements




- (Unaudited)

14.9. Accumulated Other Comprehensive (Loss) Income
The Company reports activity in AOCI for foreign currency translation adjustments, ofincluding the translation adjustment for investments in foreign subsidiaries,partially owned entities, unrealized gains and losses on cash flow hedgedesignated derivatives, and minimum pension liability adjustments net(net of tax.tax). The activity in AOCI for the three and six months ended March 31, 2018June 30, 2023 and 20172022 is as follows:follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Pension and other postretirement benefits:
(Loss) gain arising during the period$(388)$(118)$310 $(57)
Amortization of prior service cost (1)
— 5 0 11 
Total pension and other postretirement benefits, net of tax$(388)$(113)$310 $(46)
Foreign currency translation adjustments:
Cumulative translation adjustment$14,427 $(84,167)$25,228 $(96,674)
Derecognition of cumulative foreign currency translation upon deconsolidation of entity contributed to a joint venture$— 4,970 $— 4,970 
Derivative net investment hedges(8,284)55,330 (18,906)79,023 
Total foreign currency translation adjustments$6,143 $(23,867)$6,322 $(12,681)
Designated derivatives:
Cash flow hedge derivatives$26,020 12,666 $17,456 $8,341 
Net amount reclassified from AOCI to net (loss) income(3,661)(11,108)(7,661)(6,632)
Total unrealized gain on derivative contracts$22,359 $1,558 $9,795 $1,709 
Total change in other comprehensive income (loss)$28,114 $(22,422)$16,427 $(11,018)
 Three Months Ended March 31,
 2018 2017
 (In thousands)
Pension and other postretirement benefits:

   
Balance at beginning of period, net of tax$(7,126) $(12,880)
Gain arising during the period491
 676
Less: Tax expense—
 —
Net gain arising during the period491
 676
Amortization of prior service cost (1)
8
 53
Less: Tax expense 
—
 —
Net amount reclassified from AOCI to net loss8
 53
Other comprehensive income, net of tax499
 729
Balance at end of period, net of tax(6,627) (12,151)
Foreign currency translation adjustments:   
Balance at beginning of period, net of tax8,318
 3,874
(Loss) gain on foreign currency translation(1,473) 3,235
Less: Tax expense/(Tax benefit)—
 —
Net (loss)/gain on foreign currency translation(1,473) 3,235
Balance at end of period, net of tax6,845
 7,109
Cash flow hedge derivatives:   
Balance at beginning of period, net of tax(1,422) (1,538)
Unrealized loss on cash flow hedge derivatives(314) (869)
Less: Tax expense/(Tax benefit)15
 (145)
Net loss on cash flow hedge derivatives(329) (724)
Net amount reclassified from AOCI to net loss (interest expense)365
 376
Balance at end of period, net of tax(1,386) (1,886)
    
Accumulated other comprehensive loss$(1,168) $(6,928)
(1)Amounts reclassified from AOCI for pension liabilities are recorded in selling,(1)Amounts reclassified from AOCI for pension liabilities are recognized in “Selling, general and administrative expenses in the condensed consolidated statements of operations.


29

Americold Realty Trust and Subsidiaries
Notes toadministrative” in the accompanying Condensed Consolidated Financial Statements of Operations.






15. Related-Party Transactions
Transactions with Goldman
Affiliates of Goldman are part of the lending group that has $45.0 million, or approximately 4.9%, of the total commitment under the 2018 Senior Secured Credit Facilities. Another affiliate of Goldman is one of the participating lenders in the ANZ Loans (with a 2.5% participation in the Australia Term Loan and 31.8% in the New Zealand Term Loan). Goldman is also the counterparty to the interest rate swap agreements described in Note 6.
The Company is required to pay certain fees to Goldman, which may include interest on borrowings, unused facility fees, letter of credit participation fees, and letter of credit facility fees. During the three months ended March 31, 2018 and 2017, the Company paid interest expense and fees to Goldman totaling approximately $0.9 million and $0.3 million, respectively. Interest payable to Goldman was nominal as of March 31, 2018 and December 31, 2017.
Transaction with YF ART Holdings
On March 8, 2018, YF ART Holdings entered into a margin loan agreement pledging 54,952,774 common shares of beneficial interest, $0.01 par value per share, representing approximately 38.6% of the Company’s issued and outstanding common shares as of March 31, 2018. YF ART Holdings used the proceeds from the financing agreement to pay in full the outstanding investment, including the preferred return thereon, of Fortress, which ceased to be a limited partner in YF ART Holdings and no longer has any economic interest therein.
In connection with the pledge by YF ART Holdings described above, the Company delivered a consent and acknowledgement to YF ART Holdings and the lenders under such margin loan agreement in which the Company, among other matters, agreed, subject to applicable law and stock exchange rules, not to take any actions that would adversely affect the enforcement of the rights of the lenders under the loan documents. The Company is not a party to the margin loan agreement and has no obligations thereunder. In consideration of our agreement to enter into such consent and acknowledgment, YF ART Holdings entered into a letter agreement with us that provides that, among other matters, YF ART Holdings may not, without our prior written consent, directly or indirectly transfer or dispose of an amount greater than approximately 27.5 million common shares, subject to certain exceptions (including as relating to the margin loan agreement and related documents), for a ninety-day period beyond the lock-up period applicable to YF ART Holdings’ common shares under the lock-up agreement it entered into with the representatives of the underwriters for the IPO. The Company also entered into an amendment of the shareholders agreement, which addresses certain matters related to the margin loan agreement and related documents.
16.10. Segment Information
Our principal operations are organized into fourthree reportable segments: Warehouse, Third-Party Managed, Transportation and Quarry.
Warehouse. Our primary source of revenues consists of rent and storage and warehouse services fees. Our rent and storage and warehouse services revenues are the key drivers of our financial performance. Rent and storage revenues consist of recurring, periodic charges related to the storage of frozen and perishable food and other products in our warehouses. We also provide these customers with a wide array of handling and other warehouse services, such as (1) receipt, handling and placement of products into our warehouses for storage and preservation, (2) retrieval of products from storage upon customer request, (3) blast freezing, which involves the rapid freezing of non-frozen products, including individual quick freezing for agricultural produce and seafood, (4) case-picking, which involves selecting product cases to build customized pallets, (5) kitting and repackaging, which

30

Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





involves assembling custom product packages for delivery to retailers and consumers, and labeling services, (6) order assembly and load consolidation, (7) exporting and importing support services, (8) container handling, (9) cross-docking, which involves transferring inbound products to outbound trucks utilizing our warehouse docks without storing them in our warehouses, and (10) government-approved temperature-controlled storage and inspection services. We may charge our customers in advance for storage and outbound handling fees. Cost of operations for our warehouse segment consists of power, other facilities costs, labor and other costs.
Third-Party Managed. We receive management and incentive fees, as well as reimbursement of substantially all expenses, for warehouses and logistics services that we manage on behalf of third-party owners/customers. Cost of operations for our third-party managed segment are reimbursed on a pass-through basis (typically within two weeks), with all reimbursements, plus an applicable mark-up, recognized as revenues under the relevant accounting guidance.
Transportation. We charge transportation fees, including fuel surcharges, to our customers for whom we arrange the transportation of their products. Cost of operations for our transportation segment consist primarily of third-party carrier charges, which are impacted by factors affecting those carriers.
Quarry. In addition to our primary business segments, we own a limestone quarry in Carthage, Missouri. Revenues are generated from the sale of limestone mined at our quarry. Cost of operations for our quarry consist primarily of labor, equipment, fuel and explosives.
Third-party managed. Our reportable segments are strategic business units separated by product and service offerings. Each reportable segment is managed separately and requires different operational and marketing strategies. The accounting polices used in the preparation of our reportable segments financial information are the same as those used in the preparation of its consolidated financial statements.
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 charges, restructuring charges, acquisition related costs,of long-lived assets, gain or loss on sale of real estate and all components of non-operating other income and expense, and certain one-time charges. Corporateexpense. Selling, general and administrative function supportsfunctions 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. YouTherefore, segment contribution should not consider our segment contribution asbe considered an alternative to operating income determined in accordance with U.S. GAAP.

25
31


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 income (loss)loss before income tax and gain (loss) from sale of real estate, net of taxtaxes for the yearsthree and six months ended March 31, 2018June 30, 2023 and 2017:2022 (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Segment revenues:
Warehouse$581,170 $564,379 $1,176,222 $1,105,304 
Transportation58,072 81,891 126,150 160,801 
Third-party managed10,368 83,486 23,727 169,346 
Total revenues649,610 729,756 1,326,099 1,435,451 
Segment contribution:
Warehouse172,842 150,985 347,669 297,243 
Transportation9,809 13,585 21,469 22,114 
Third-party managed1,400 3,721 2,479 7,222 
Total segment contribution184,051 168,291 371,617 326,579 
Reconciling items:
Depreciation and amortization(84,892)(82,690)(169,916)(165,310)
Selling, general and administrative(53,785)(56,273)(116,640)(113,875)
Acquisition, cyber incident and other, net(27,235)(5,663)(34,382)(15,738)
Gain from sale of real estate2,528 — 2,337 — 
Interest expense(36,431)(26,545)(70,854)(52,318)
Loss on debt extinguishment, modifications and termination of derivative instruments(627)(627)(1,172)(1,244)
Other, net(415)(962)1,018 1,396 
Loss from investments in partially owned entities(709)(359)(1,357)(823)
Impairment of related party receivable(21,972)— (21,972)— 
Loss on put option(56,576)— (56,576)— 
Loss from continuing operations before income taxes$(96,063)$(4,828)$(97,897)$(21,333)

 Three Months Ended March 31,
 2018 2017
 (In thousands)
Segment revenues:   
Warehouse$286,517
 $275,807
Third-Party Managed63,876
 58,367
Transportation38,345
 36,181
Quarry2,403
 2,559
Total revenues391,141
 372,914
    
Segment contribution:   
Warehouse89,570
 83,520
Third-Party Managed3,777
 2,988
Transportation3,594
 3,553
Quarry346
 903
Total segment contribution97,287
 90,964
    
Reconciling items:   
Depreciation, depletion, and amortization(29,408) (29,408)
Selling, general and administrative expense(31,947) (24,770)
Loss from partially owned entities(139) (27)
Interest expense(24,495) (27,727)
Interest income623
 257
Loss on debt extinguishment and modification(21,385) (171)
Foreign currency exchange gain (loss)680
 (2,773)
Other income (expense), net56
 (467)
(Loss) income before income tax$(8,728) $5,878
17. Earnings/(Loss)11. Loss/Earnings per Common Share
Basic and diluted loss(loss)/earnings per common share are calculated using the two-class method by dividing the net income or loss attributable to common shareholdersstockholders by the basic and diluted weighted-average number of common shares outstanding during each period. Holders of Series B Preferred Shares are entitled to cumulative dividends, which are added toin the reported net loss whether or not declared or paid to determineperiod, respectively, using the net loss attributable to common shareholders underallocation 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.
26


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 six months ended June 30, 2023 and 2022 is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Weighted average common shares outstanding – basic270,462 269,497 270,387 269,464 
Dilutive effect of stock-based awards— 887 — — 
Weighted average common shares outstanding – diluted270,462 270,384 270,387 269,464 
For the three and six months ended March 31, 2018June 30, 2023, and 2017,the six months ended June 30, 2022, respectively, potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss.loss for such periods. Consequently, the Company did not have any adjustments in these periods between basic and diluted loss per share related to stock options, restricted stock units, warrants and convertible preferred shares.stock-based awards for those periods.
The table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share:share (in thousands):

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Employee stock options— — — 182 
Restricted stock units103 76 65 1,777 
OP units178 — 113 719 
281 76 178 2,678 
32


Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





 Three Months Ended
 March 31, 2018 March 31, 2017
Series B Convertible Preferred Stock8,494,733
 33,240,261
Common share warrants1,642,409
 3,145,575
Employee stock options5,347,188
 6,217,966
Restricted stock units611,927
 565,093
 16,096,257
 43,168,895
18.12. Revenue from Contracts with Customers
Disaggregated Revenue
The following table representstables represent a disaggregation of revenue from contracts with customers for the three and six months ended March 31, 2018June 30, 2023 and 20172022 by segment and geographic region:region (in thousands):
Three Months Ended June 30, 2023
North AmericaEuropeAsia-PacificSouth AmericaTotal
Warehouse rent and storage$222,990 $21,164 $17,489 $1,874 $263,517 
Warehouse services(1)
246,268 24,338 34,078 1,303 305,987 
Transportation28,680 20,477 8,260 655 58,072 
Third-party managed4,778 — 5,590 — 10,368 
Total revenues (2)
502,716 65,979 65,417 3,832 637,944 
Lease revenue (3)
10,265 1,401 — — 11,666 
Total revenues from contracts with all customers$512,981 $67,380 $65,417 $3,832 $649,610 
27
 Three Months Ended March 31, 2018
 United StatesAustraliaNew ZealandArgentinaCanadaTotal
 (In thousands)
Warehouse rent and storage$104,360
$10,339
$3,872
$1,553
$—
$120,124
Warehouse services125,248
30,438
4,117
987
—
160,790
Third-party managed56,015
3,249
—
—
4,562
63,826
Transportation23,064
14,199
204
878
—
38,345
Quarry2,398
—
—
—
—
2,398
Total revenues (1)
311,085
58,225
8,193
3,418
4,562
385,483
Lease revenue (2)
5,658
—
—
—
—
5,658
Total revenues from contracts with all customers$316,743
$58,225
$8,193
$3,418
$4,562
$391,141

 Three Months Ended March 31, 2017
 United StatesAustraliaNew ZealandArgentinaCanadaTotal
 (In thousands)
Warehouse rent and storage$98,706
$9,384
$4,425
$2,358
$—
$114,873
Warehouse services123,549
28,128
3,497
967
—
156,141
Third-party managed52,486
1,504
—
—
4,327
58,317
Transportation21,272
13,269
199
1,441
—
36,181
Quarry2,553
—
—
—
—
2,553
Total revenues (1)
298,566
52,285
8,121
4,766
4,327
368,065
Lease revenue (2)
4,849
—
—
—
—
4,849
Total revenues from contracts with all customers$303,415
$52,285
$8,121
$4,766
$4,327
$372,914
(1)
Revenues are within the scope of ASC 606: Revenue From Contracts With Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.
(2)Revenues are within the scope of Topic 840, Leases.


33


Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements




- (Unaudited)

Three Months Ended June 30, 2022
North AmericaEuropeAsia-PacificSouth AmericaTotal
Warehouse rent and storage$192,127 $19,070 $17,844 $2,522 $231,563 
Warehouse services(1)
255,829 30,425 34,139 1,635 322,028 
Transportation39,741 34,038 7,562 550 81,891 
Third-party managed78,250 — 5,236 — 83,486 
Total revenues (2)
565,947 83,533 64,781 4,707 718,968 
Lease revenue (3)
9,395 1,393 — — 10,788 
Total revenues from contracts with all customers$575,342 $84,926 $64,781 $4,707 $729,756 
(1)Warehouse services revenue includes sales of product that Americold purchases on the spot market, repackages, and sells to customers. Such revenues totaled less than $0.1 million and $4.2 million for the three months ended June 30, 2023 and June 30, 2022, respectively.
(2)Revenues are within the scope of ASC 606, Revenue From Contracts with Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.
(3)Revenues are within the scope of Topic 842, Leases.
Six Months Ended June 30, 2023
North AmericaEuropeAsia-PacificSouth AmericaTotal
Warehouse rent and storage$442,072 $41,709 $35,154 $3,576 $522,511 
Warehouse services(1)
507,899 50,694 68,450 2,588 629,631 
Transportation64,061 43,883 16,932 1,274 126,150 
Third-party managed12,341 — 11,386 — 23,727 
Total revenues (2)
1,026,373 136,286 131,922 7,438 1,302,019 
Lease revenue (3)
21,315 2,765 — — 24,080 
Total revenues from contracts with all customers$1,047,688 $139,051 $131,922 $7,438 $1,326,099 
Six Months Ended June 30, 2022
North AmericaEuropeAsia-PacificSouth AmericaTotal
Warehouse rent and storage$374,066 $36,425 $34,565 $5,472 $450,528 
Warehouse services(1)
493,998 62,622 73,341 3,235 633,196 
Transportation77,234 68,144 14,422 1,001 160,801 
Third-party managed159,070 — 10,276 — 169,346 
Total revenues (2)
1,104,368 167,191 132,604 9,708 1,413,871 
Lease revenue (3)
18,708 2,872 — — 21,580 
Total revenues from contracts with all customers$1,123,076 $170,063 $132,604 $9,708 $1,435,451 
(1)Warehouse services revenue includes sales of product that Americold purchases on the spot market, repackages, and sells to customers. Such revenues totaled less than $0.1 million and $7.4 million for the six months ended June 30, 2023 and June 30, 2022, respectively.
(2)Revenues are within the scope of ASC 606, Revenue From Contracts with Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.
(3)Revenues are within the scope of Topic 842, Leases.
28


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) to measure progress.. Revenue is recognized at a point in time upon delivery when the customer typically obtains control, includefor most accessorial services, transportation services and reimbursed costs and quarry product shipments.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 - 300-30 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.
At March 31, 2018,As of June 30, 2023, the Company had $390.9$652.0 million 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 17% of these remaining performance obligations as revenue in 2018, an additional 19% by 2019 with2023, and the remaining 64%83% to be recognized over a weighted average period of 7.512.3 years through 2029.
As part of the Company’s adoption of ASU 2014-09 in the first quarter of 2018, the Company elected to use the practical expedient under ASC 606-10-65-1(f)(3), pursuant to which the Company has excluded disclosures of transaction prices allocated to remaining performance obligations and when the Company expects to recognize such revenue for all periods prior to the date of initial application of ASU 2014-09.2038.
Contract Balances
The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenue (contract liabilities) on the consolidated balance sheets.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 consolidated balance sheetsaccompanying Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the three and six months ended March 31, 2018,June 30, 2023, were not materially impacted by any other factors.
Opening and closing receivablesReceivable balances related to contracts with customers accounted for under ASC 606 were $177.0$446.0 million and $198.7$421.1 million at March 31, 2018as of June 30, 2023 and December 31, 2017, respectively, and $183.3 million and $198.4 million at March 31, 2017 and December 31, 2016,2022, respectively. All other trade receivable balances relate to contracts accounted for under ASC 840.842.
Opening and closing balancesBalances in unearned revenue related to contracts with customers were $18.2$31.2 million and $18.8$32.0 million at March 31, 2018as of June 30, 2023 and December 31, 2017, respectively, and $17.1 million and $17.9 million at March 31, 2017 and December 31, 2016,2022, respectively. Substantially all revenue that was included in the contract liability

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Americold Realty Trust and Subsidiaries
Notes to Condensed Consolidated Financial Statements





balances at the beginning of 2018 and 20172022 has been recognized as of March 31, 2018 and March 31, 2017, respectively,June 30, 2023, and represents revenue from the satisfaction of monthly storage and handling services with average inventory turns of approximately 30 days.


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Item 2. ManagementManagement’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 statementsCondensed Consolidated Financial Statements included in this quarterly reportQuarterly 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 under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017.2022.
MANAGEMENT'S OVERVIEWManagement’s Overview
We are a global leader in temperature-controlled logistics, real estate and value added services, and are focused on the world’s largest ownerownership, operation, acquisition and operatordevelopment of temperature-controlled warehouses. We are organized as a self-administered and self-managed REIT with proven operating, development and acquisition expertise. As of March 31, 2018,June 30, 2023, we operated a global network of 158242 temperature-controlled warehouses encompassing 933.9 millionapproximately 1.5 billion cubic feet, with 140195 warehouses in the United States, sixNorth America, 27 in Europe, 18 warehouses in Australia, sevenAsia-Pacific, and 2 warehouses in New Zealand, two warehouses in Argentina and three warehouses in Canada. We also own and operate a limestone quarry through a separate business segment. In addition, we hold a minority interest in the China JV, which owns or operates 13 temperature-controlled warehouses located in China.South America. We view and manage our business through three primary business segments,segments: warehouse, third–party managedtransportation and transportation. Additionallythird-party managed. In addition, we operate a quarryhold two minority interests in joint ventures, one with SuperFrio which owns or operates 35 temperature-controlled warehouses in Brazil, and have a minority investmentone with the RSA JV, which owns one temperature-controlled warehouse in Dubai. Lastly, we hold 26 warehouses in Brazil that are classified as held-for-sale and the China JV.related operations as discontinued operations.
Components of Our Results of Operations
Warehouse. Our primary source of revenues consists of rent, and storage, and warehouse services fees. Our rent, and storage, and warehouse services revenues are the key drivers of our financial performance. Rent and storage revenues consist of recurring, periodic charges related to the storage of frozen, and perishable food andor other products in our warehouses by our customers. We also provide these customers with a wide array of handling and other warehouse services, such as (1) receipt, handling and placement of products into our warehouses for storage and preservation, (2) retrieval of products from storage upon customer request, (3) blast freezing, which involves the rapid freezing of non-frozen products, including individual quick freezing for agricultural produce and seafood, (4) case-picking, which involves selecting product cases to build customized pallets, (5) kitting and repackaging, which involves assembling custom product packages for delivery to retailers and consumers, and labeling services, (6) order assembly and load consolidation, (7) exporting and importing support services, (8) container handling, (9) cross-docking, which involves transferring inbound products to outbound trucks utilizing our warehouse docks without storing them in our warehouses, and (10) government-approved temperature-controlled storage and inspection services.services, (11) fumigation, (12) pre-cooling and cold treatment services, (13) produce grading and bagging, (14) protein boxing, (15) e-commerce fulfillment, and (16) ripening. We refer to these handling and other warehouse services as our value-added services.
Cost of operations for our warehouse segment consistsconsist of power, other facilities costs, labor, and other service costs. Labor, ourthe largest component of the cost of operations from our warehouse segment, consists primarily of employee wages, benefits, and workers’ compensation. Trends in our labor expense are influenced by changes in headcount, andchanges in compensation levels and associated performance incentives, the use of third-party labor to support our operations, changes in terms of collective bargaining agreements, changes in customer requirements and associated work content, workforce productivity, labor availability, governmental policies and regulations, variability in costs associated with medical insurance.insurance and the impact of workplace safety programs, inclusive of
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the number and severity of workers’ compensation claims. Labor expense can also be impacted as a result of discretionary bonuses. In response to the COVID-19 pandemic, we incorporated certain activities such as staggered break schedules, social distancing, and other changes to process that can create inefficiencies. Our second largest cost of operations from our warehouse segment is power utilized in the operation of our temperature-controlled warehouses. As a result, trendsfluctuations in the price for power in the regions where we operate may have a significant effect on our financial results. We may from time to time hedge our exposure to changes in power prices through forwardfixed rate agreements or, to the extent possible and appropriate, increasethrough rate escalations or power surcharge provisions within our customer contracts. Additionally, business mix impacts power expense depending on the rates we charge our customers for storage in our warehouses.temperature zone or type of freezing required. Other facilities costs include utilities

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other than power, property insurance, property taxes, sanitation, repairs and maintenance on real estate, rent under real property operating leases, where applicable, security, and other related facilities costs. Other services costs include equipment costs, warehouse consumables (e.g., shrink-wrap and uniforms), personal protective equipment to maintain the health and safety of our associates, warehouse administration and other related services costs.
Transportation. We charge transportation fees, which may also include fuel and capacity surcharges, to our customers for whom we arrange the transportation of their products. Cost of operations for our transportation segment consists primarily of third-party carrier charges, which are impacted by factors affecting those carriers, including driver and equipment availability in certain markets. Additionally, in certain markets we employ drivers and assets to serve our customers. Costs to operate these assets include wages, fuel, tolls, insurance and maintenance.
Third-Party Managed. We receive a reimbursement of substantially all expenses for warehouses that we manage on behalf of third-party owners, with all reimbursements recognized as revenues under the relevant accounting guidance. We also earn management fees, incentive fees upon achieving negotiated performance and cost-savings results, or an applicable mark-up on costs. Cost of operations for our third-party managed segment is reimbursed on a pass-through basis (typically within two weeks).basis. During the fourth quarter of 2022, we strategically transitioned the management of our largest third-party managed customer’s warehouses to a new third-party provider, and those operations ceased. As part of this transition, we agreed to continue to process certain costs for the related employee benefits for this customer, and will receive reimbursement for all such costs.
Transportation. We charge transportation fees, including fuel surcharges, to our customers for whom we arrange the transportation of their products. Cost of operations for our transportation segment consists primarily of third-party carrier charges, which are impacted by factors affecting those carriers.
Quarry. In addition to our primary business segments, we own and operate a limestone quarry in Carthage, Missouri. Revenues are generated from the sale of limestone mined at our quarry. Cost of operations for our quarry consists primarily of labor, equipment, fuel and explosives.
Other Consolidated Operating Expenses. We also incur depreciation depletion and amortization expenses, and corporate-level selling, general and administrative expenses and corporate-level acquisition, cyber incident and other, net expenses.
Our depreciation depletion and amortization charges result primarily from the capital-intensive nature of our business. The principal components of depreciation relate to our warehouses, including buildings and improvements, refrigeration equipment, racking, leasehold improvements, material handling equipment, furniture and fixtures, and our computer hardware and software. Depletion relates to the reduction of mineral resources resulting from the operation of our limestone quarry. Amortization relates primarily to intangible assets for customer relationships and below-market leases.relationships.
Our corporate-level selling, general and administrative expenses consist primarily of wages and benefits for management, administrative, business development, account management, project management, marketing, engineering, supply-chain solutions, human resources and information technology personnel, as well as expenses related to equity incentive plans, communications and data processing, travel, professional fees, bad debts,debt, training, office equipment and supplies. Trends in corporate-level selling, general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets, and variability in costs associated with pension obligations.targets. To position ourselves to meet the challenges of the current business environment, we have implemented a shared services support structure to better manage costs and enhance the efficiency of our operations.

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Our corporate-level acquisition, cyber incident and other, net consists of costs that we view outside of selling, general and administrative expenses with a high level of variability from period-to-period, and include the following: acquisition and integration related costs, Project Orion costs, litigation costs incurred in order to defend ourselves from litigation charges outside of the normal course of business and related settlement costs, certain severance costs, terminated site operations costs, cyber incident related costs and other costs relate to insurance claims, including deductibles, and related recoveries.

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, remediate, and commence a forensic investigation . Actions taken included preventative measures such as shutting down certain operating systems and 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 have successfully resumed operations at pre-cyberattack levels as of June 30, 2023.

The Company is continuing to invest in information technology with the intent of strengthening its information security infrastructure. We engaged a leading cybersecurity defense firm that is completing a forensic investigation of the incident and has begun providing recommended actions in response to the findings, which the Company has begun to implement during the quarter. For example, the Company reset all credentials across the enterprise and strengthened security tooling across its servers and workstations. The Company has also reinforced its strategy to further strengthen the resiliency of its information security infrastructure, which is intended to accelerate the detection, response, and recovery from security and technical incidents. The Company is also engaged with cyber security experts to manage the recovery and remediation. The Company will continue its remediation efforts throughout the remainder of the year. Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber Incident were $19.0 million during the three months ended June 30, 2023 and have been recorded within “Acquisition, cyber incident, and other, net” in the Condensed Consolidated Financial Statements. This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles.

The Company estimates the impact to lost revenue and net operating income in the warehouse segment as a result of this incident for the three months ended June 30, 2023 was approximately $15.0 million and $9.0 million, respectively. The Company maintains insurance coverage for cyber security incidents and business interruption and will seek reimbursement of costs and the impact from business interruption associated with the cyber incident in accordance with the terms of its policies. Disputes over the extent of insurance coverage for claims are not uncommon, and there will be a time lag between the initial occurrence of costs and the receipt of any insurance proceeds. The Company expects to incur additional costs related to the cyber incident in the second half of 2023, albeit at a diminished rate.

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
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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.
Significant Risks and Uncertainties
The three and six months ended June 30, 2022 were negatively impacted by the contributory effects of the COVID-19 pandemic and the resulting disruptions in (i) the food supply chain; (ii) our customers’ production of goods; (iii) the labor market, which impacts associate turnover, availability and cost; and (iv) the level of inflation on the cost to provide our services. Over the last twelve months, there have been gradual improvements in food production and the food supply chain has begun to recover storage levels, reaching pre-COVID-19 pandemic levels. While our business continues to be impacted by rising inflationary pressures, we believe we are well-situated due to our strong financial position, our contractual rate escalations paired with our ability to pass along the impacts of inflationary pressures and costs outside of our control to our customers.
Refer to “Item 1A - Risk Factors” of our 2022 Annual Report on Form 10-K as filed with the SEC.
Seasonality
We are involved in providing services to food producers, distributors, retailers and e-tailers whose businesses, in some cases, are seasonal or cyclical. In order to mitigate the volatility in our revenue and earnings caused by seasonal business, we have implemented fixed commitment contracts with certain of our customers. Our customers with fixed commitment contracts pay for guaranteed warehouse space in order to maintain their required inventory levels, which is especially helpful to them during periods of peak physical occupancy. The timing of Easter fluctuates between the first and second quarter of the year, however, on average the first and second quarter revenue and NOI are relatively consistent. On a portfolio-wide basis, physical occupancy rates are generally the lowest during May and June. Physical occupancy rates typically exhibit a gradual increase after May and June as a result of annual harvests and our customers building inventories in connection with end-of-year holidays and generally peak between mid-September and early December as a result thereof. The external temperature reaches annual peaks for a majority of our portfolio during the third quarter of the year resulting in increased power expense that negatively impacts NOI, and moderates during the fourth quarter. Typically, we have higher than average physical occupancy levels in October or November, which also tends to result in higher revenues. As we transition more of our warehouse operating segment to fixed commitment commercial agreements, we expect a reduction in the seasonality of our rent and storage revenue.
Additionally, the involvement of our customers in a cross-section of the food industry mitigates, in part, 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). Our southern hemisphere operations in Australia, New Zealand and South America also help balance the impact of seasonality in our global operations, as their growing and harvesting cycles are complementary to North America and Europe. Each of our warehouses sets its own operating hours based on demand, which is heavily driven by growing seasons and seasonal consumer demand for certain products.
Foreign Currency Translation Impact on Our Operations
Our consolidated revenues and expenses are subject to variations caused by the net effect of foreign currency translation on revenues and expenses incurred by our operations outside the United States. Future fluctuations of foreign currency exchange rates and their impact on our consolidated statementsCondensed Consolidated Statements of operationsOperations are
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inherently uncertain. As a result of the relative size of our international operations, these fluctuations may be material on our results of operations. Our revenues and expenses from our international operations are typically denominated in the local currency of the country in which they are derived or incurred. Therefore, the impact of foreign currency fluctuations on our results of operations and margins is partially mitigated.
The following table shows a comparison of underlying average exchange rates of the foreign currencies that impacted our U.S. dollar-reported revenues and expenses during the periods discussed herein, together with a comparison against the exchange rates of such currencies at the end of the applicable periods presented herein. The rates below represent the U.S. dollar equivalent of one unit of the respective foreign currency. 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, rather than the actual exchange rates in effect during the respective 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 the underlying operations in addition to the impact of changing foreign exchange rates.
 
Foreign exchange
rates as of
June 30, 2023
Average foreign exchange rates used to translate actual operating results for the three months ended June 30, 2023Average foreign exchange rates used to translate actual operating results for the six months ended June 30, 2023
Foreign exchange
rates as of
June 30, 2022
Prior period average
foreign exchange rates used to adjust actual operating results for the three months ended June 30, 2023(1)
Prior period average
foreign exchange rate used to adjust actual operating results for the six months ended June 30, 2023(1)
Argentinian peso0.004 0.004 0.004 0.008 0.005 0.009 
Australian dollar0.666 0.672 0.668 0.690 0.676 0.715 
Brazilian real0.209 0.206 0.202 0.190 0.197 0.204 
British Pound1.270 1.264 1.252 1.218 1.233 1.257 
Canadian dollar0.755 0.753 0.745 0.777 0.742 0.784 
Chilean Peso0.001 0.001 0.001 0.001 0.001 0.001 
Euro1.091 1.084 1.089 1.048 1.081 1.065 
New Zealand dollar0.613 0.614 0.618 0.624 0.624 0.651 
Poland Zloty0.246 0.243 0.240 0.223 0.234 0.229 
(1)Represents the relevant average foreign exchange rates in effect in the comparable prior period applied to the activity for the current period. The average foreign currency exchange rates we apply to our operating results are derived from third party reporting sources for the periods indicated.
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  March 31, 2018 compared to
March 31, 2017
  
Average foreign
exchange rate used to
adjust operating results for
the three months ended March 31,
2018 (1)
 Foreign exchange
rates as of March 31,
2018		 Foreign exchange
rates as of
March 31,
2017
Australian dollar 0.758
 0.769
 0.764
New Zealand dollar 0.711
 0.723
 0.700
Argentinian peso 0.063
 0.050
 0.065
Canadian dollar 0.756
 0.775
 0.751


(1)Represents the relevant average foreign exchange rates in effect in the comparable prior period applied to the activity for the current period. The average foreign currency exchange rates we apply to our operating results are derived from third party reporting sources for the periods indicated.
Focus on Our Operational Effectiveness and Cost Structure
During 2022, we initiated Project Orion in order to further enhance our operational effectiveness, and to integrate the acquisitions completed over the last several years, in addition to future acquisitions. For further information regarding Project Orion, refer to our Consolidated Financial Statements included in our 2022 Annual Report on Form 10-K as filed with the SEC. We continuously seek to implementexecute on various initiatives aimed at streamlining our business processes and reducing our cost structure. Commencing in 2013, we realignedstructure, including: realigning and centralizedcentralizing key business processes; implementedprocesses and fully integrating acquired assets and businesses; implementing standardized operational processes; integratedintegrating and launchedlaunching new information technology tools and platforms; institutedinstituting key health, safety, leadership and training programs; and added a strategic sourcing function to capitalizecapitalizing on the purchasing power of our network. Through the realignment of our business processes, we have improved retention of our key talent and reduced employee turnover, acquired new talent and strengthened our service offerings. In order to reduce costs in our facilities, we have invested in energy efficiency projects, including LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, third party efficiency reviews and real-time monitoring of energy consumption, rapid open and close doors, and alternative-power generation technologies to improve the energy efficiency of our warehouses. We have also performed fine-tuning of our refrigeration systems, deployed efficient energy management practices, such as time-of-use and awareness, and have 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. In 2016, we
Additionally, temperature-controlled warehouses utilize refrigeration condensers to maintain their environments, which rely on a steady supply of water. We have implemented rainwater harvesting in certain locations as a strategic effort to exit certain leased facilities and transition customers within our warehouse portfolio to consolidate occupancy, reducesustainable method for reducing municipal water demand. Rainwater harvesting also reduces wastewater treatment costs and increase contribution from the warehouses

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where these customers were transitioned. In executing these initiatives, we believe that we have enhanced our ability to serve our customers at the highest quality level and efficiently manage our warehouses.as well as storm water runoff.
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. Weassets, the exit of certain leased facilities, the exit of certain managed warehouse agreements. Through our process of active portfolio management, we continue to evaluate our markets and offerings.
Strategic Shift within Our Transportation Segment
In orderSeveral years ago, we initiated a strategic shift in our transportation segment services and solutions. The intention of this strategic shift was to better focus our business on the operation of our temperature-controlled warehouses, we have undertaken a strategic shift in the solutions we provide in our transportation segment. As a result of this strategic shift,warehouses. Specifically, we have gradually exited certain commoditized, non-scalable, or low margin services we historically offered to our customers, including traditional brokered transportation services. We continue to offerin favor of more profitable and value addedvalue-added programs, such as regional, national, truckload and regional cross-dock, regional andretailer-specific multi-vendor consolidation service, and dedicated transportation services. We designed each of these programsvalue-added program to improve efficiency and reduce transportation and logistics costs to our warehouse customers, whose transportation spend typically represents the majority of their supply-chain costs. We believe this efficiency and cost reduction helps to drive increased client retention, as well as maintain high occupancy levels in our temperature-controlled warehouses. Over the last several years, we have made significant progress in implementing our strategic initiative of growing our transportation service offering in a way that complements our temperature-controlled warehouse business, such as adding a dedicated fleet service offering through acquisitions. We intend to continue executing this strategy in the future.
Historically Significant Customer
For the three and six months ended March 31, 2018 and 2017,June 30, 2022, one customer accounted for more than 10% of our total revenues, with $52.3 million and $48.3 million, respectively.revenues. The substantial majority of this customer'scustomer’s business relatesrelated to our third-party managed segment. WeThe
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Company and this customer transitioned the management of this customer’s warehouses to a new third-party provider during the fourth quarter of 2022, and we are reimbursed for substantially all expenses we incurno longer serving this customer in managing warehouses on behalf of third-party owners. These reimbursements are recognized as revenues under applicable accounting guidance, but generally do not affect our financial results because they are offset by the corresponding expenses that are recognized in our third-party managed segment cost of operations.segment. For the three and six months ended June 30, 2022, revenues attributable to this customer were $75.2 million and $153.2 million, respectively. Of the revenues received from this customer, $48.2$73.0 million and $44.6$147.8 million represented reimbursements for certain expenses we incurred during the three and six months ended March 31, 2018June 30, 2022, respectively, and 2017, respectively, that were offset by matching expenses included in our third-party managed cost of operations.
Economic Occupancy of our Warehouses
OccupancyWe define average economic occupancy as the aggregate number of physically occupied pallets and any additional pallets otherwise contractually committed for a given period, without duplication. We estimate the number of contractually committed pallet positions by taking into account the actual pallet commitment specified in our warehouses iseach customers’ contract, and subtracting the physical pallet positions. We regard economic occupancy as an important driver of our financial results. Physical occupancyHistorically, providers of temperature-controlled warehouse space have offered storage services to customers on an individual warehouse is impacted by a number of factors, including the type of warehouse (i.e., distribution, public, production advantaged or leased facility), specific customer needs in the markets served by the warehouse, timing of harvests or protein production for customers of the warehouse, the existence of leased but unoccupied pallets and the adverse effect of weather or market conditions on the customers of the warehouse. On a portfolio-wide basis, physical occupancy rates and warehouse revenues generally peak between mid-September and early Decemberas-utilized, on-demand basis. We actively seek to enter into contracts that implement our commercial business rules which contemplate, among other things, fixed storage commitments in connection with the holiday season and the peak harvest season in the United States. Physical occupancy rates and warehouse revenues on a portfolio-wide basis are generally the lowest during May and June. Our target occupancy acrossestablishing new customer relationships. Additionally, we actively seek opportunities to transition our warehouse portfolio varies by warehouse and warehouse type because our warehouses are configured to accommodate the individual needs of our customers. We generally regard approximately 85% average physical occupancy across our temperature-controlled warehouse portfolio as optimal, subject to relevant local market conditions and individual customer needs. We do not believe that a 100% occupancy rate is an ideal target for utilization of our warehouses because optimizing pallet throughput and efficient delivery of relevant value-added services require a certain amount of free pallet position capacity at all times in order to be able to efficiently place, store and retrieve products from pallet positions, particularly during periods of greatest occupancy or highest volume. Our occupancy metrics account for the physical occupancy of our warehouses. Ascurrent customers continue to transition to contracts that feature a fixed storage commitment when renewing existing agreements or upon the change in the anticipated profile of our

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financial occupancy may be greater than our customer. This strategy mitigates the impact of changes in physical occupancy throughout the course of the year due to seasonality, as we maywell as other factors that can impact physical occupancy while ensuring our customers have the opportunitynecessary space they need to sell space which is not being utilized by our fixed storage commitment customers.support their business.
Throughput at our Warehouses
The level and nature of throughput at our warehouses is an important factor impacting our warehouse services revenues in our warehouse segment. Throughput refers to the volume of pallets that enter and exit our warehouses. Higher levels of throughput drive warehouse services revenues in our warehouse segment as customers are typically billed on a basis that takes into account the level of throughput of the goods they store in our warehouses. The nature of throughput may be driven by the expected turn of the underlying product or commodity. Throughput pallets can be influenced both by the food manufacturers as well as shifts in demand preferences. Food manufacturers’ production levels, which respond to market conditions, labor availability, supply chain dynamics and consumer preferences, may impact inbound pallets. Similarly, a change in inventory turnover due to shift in consumer demand may impact outbound pallets.
How We Assess the Performance of Our Business
Segment Contribution (NOI)(Net Operating Income or “NOI”)
We evaluate the performance of our primary business segments based on their contribution (NOI) to our overall results of operations. We use the term “segment contribution (NOI)” to mean a segment’s revenues less its cost of operations (excluding any depreciation depletion and amortization, impairment charges, and corporate-level selling, general and administrative expenses)expenses and corporate-level acquisition, cyber incident and other, net). We use segment contribution (NOI) to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with FASB ASC, Topic 280, Segment Reporting.
We also analyze the “segment contribution (NOI) margin” for each of our business segments, which we calculate as segment contribution (NOI) divided by segment revenues.
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In addition to our segment contribution (NOI) and segment contribution (NOI) margin, we analyze the contribution (NOI) of our warehouse rent and storage operations and our warehouse services operations within our warehouse segment. We calculate the contribution (NOI) of our warehouse rent and storage operations as rent and storage revenues less power and other facilities cost. We calculate the contribution (NOI) of our warehouse services operations as warehouse services revenues less labor and other service costs. We calculate the contribution (NOI) margin for each of these operations as the applicable contribution (NOI) measure divided by the applicable revenue measure. We believe the presentation of these contribution (NOI) and contribution (NOI) margin measures helps investors understand the relative revenues, costs and earnings resulting from each of these separate types of services we provide to our customers in the same manner reviewed by our management in connection with the operation of our business. These contribution (NOI) measures within our warehouse segment are not measurements of financial performance under U.S. GAAP, and these measures should be considered as supplements, but not as alternatives, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.

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Same Store Analysis
We refer to adefine our “same store” aspopulation once a warehouse weyear at the beginning of the current calendar year. Our same store population includes properties that were owned or leased for the entirety of two comparable periods and which hasthat have reported at least twelve months of consecutive normalized operations prior to the commencementJanuary 1 of the earlier period being considered.prior calendar year. We define “normalized operations” as a siteproperties that have been open for operation or lease after a warehouse acquisition, development or significant modification, including the expansion of a warehouse footprint or a warehouse rehabilitation subsequent to an extraordinary event, such as anatural disastersdisaster or similar events.event causing disruption to operations. In addition, our definition of “normalized operations” takes into account changes in the ownership structure (e.g.(e.g., acquisitionpurchase of a previously leased warehouse would result in different chargesa change in the nature of expenditures in the compared periods), which would impact comparability in our warehouse segment contribution (NOI). Warehouses are excluded from
Acquired properties will be included in the same store“same store” population if owned by us as of the first business day of each year of the prior calendar year (e.g. January 1, 2022) and still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that were sold or entering development subsequent to the beginning of the fiscal quarter followingcurrent calendar year. As such, the occurrence of such events. We evaluate our same store portfolio on a quarterly basis.“same store” population for the period ended June 30, 2023 includes all properties that we owned or leased at January 2, 2023 which had both been owned or leased and had reached “normalized operations” by January 2, 2023.
We calculate “same store contribution (NOI)” as revenues for the same store population less its cost of operations (excluding any depreciation depletion and amortization, impairment charges, and corporate-level selling, general and administrative expenses)expenses, corporate-level acquisition, cyber incident and other, net and gain or loss on sale of real estate). In order to derive an appropriate measure of period-to-period operating performance, we also calculate our same store contribution (NOI) on a constant currency basis to remove the effects of foreign currency exchange rate movements by using the comparable prior period exchange rate to translate from local currency into U.S. dollars for both periods. We evaluate the performance of the warehouses we own or lease using a “same store” analysis, and we believe that same store contribution (NOI) is helpful to investors as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period to period and also on a constant currency basis, thereby eliminating the effects of changes in the composition of our warehouse portfolio and currency fluctuations on performance measures.
The following table shows the number of same-store warehouses in our portfolio and theas of June 30, 2023. The number of warehouses owned or operated in as of June 30, 2023 and excluded as same-store warehouses for the period ended June 30, 2023 is listed below. While not included in the non-same store warehouse count in the table
37


below, the results of operations for the non-same store warehouses includes the partial period impact of sites that were exited during the first quarter of 2018. 
periods presented.
Total Warehouses242 
Same Store Warehouses220
Non-Same Store Warehouses (1)
17
Third-Party Managed Warehouses5
March 31, 2018
Total Warehouses158
Same Store Warehouses (1)
138
Non-Same Store and Managed Warehouses20

(1)
Other Warehouses held-for-sale (2)
During the first quarter of 2018, one of the warehouses in our portfolio was reclassified from the same store to the non-same store population in anticipation of our exit from the lease of such warehouse facility in the second quarter of 2018.26
(1) The non-same store facility count of 17 includes a facility acquired through the De Bruyn Cold Storage acquisition on July 1, 2022, a facility previously leased that we bought during the third quarter of 2022, one recently leased warehouse in Australia, one facility previously leased that we bought during the second quarter of 2022, one warehouse which we ceased operations within as it is being prepared for lease to a third-party, a leased facility in which we ceased operations during the fourth quarter of 2022 in anticipation of the upcoming lease maturity, a facility previously leased that we bought during the second quarter of 2023, and 10 warehouses in expansion or redevelopment.
(2) The other warehouses held-for-sale consist of 26 warehouses acquired through the Comfrio acquisition. This portfolio is being actively marketed for sale. Results of this portfolio are reflected as discontinued operations within the Condensed Consolidated Statement of Operations for the three months ended June 30, 2023.
As of June 30, 2023, our portfolio consisted of 242 total warehouses, including 237 within the warehouse segment, five in the third-party managed segment, and 26 in the other segment. In addition, we hold minority interests in two joint ventures, one with Superfrio, which owns or operates 35 temperature-controlled warehouses in Brazil, and one with the RSA JV, which owns one temperature-controlled warehouse in Dubai. These joint ventures are not included in the table above. Lastly, we hold 26 warehouses in Brazil that are held-for-sale.
Same store contribution (NOI) is not a measurement of financial performance under U.S. GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same store or calculate same store contribution (NOI) in a manner consistent with our definition or calculation. Same store contribution (NOI) 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.

41


Constant Currency Metrics
As discussed above under “Key Factors Affecting Our Business and Financial Results—Foreign Currency Translation Impact on Our Operations,” our consolidated revenues and expenses are subject to variations outside our control that are caused by the net effect of foreign currency translation on revenues generated and expenses incurred by our operations outside the United States, variations which we cannot control.States. As a result, in order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency fluctuations, we analyze our business performance based on certain constant currency reporting that represents current period results translated into U.S. dollars at the relevant average foreign exchange rates applicable in the comparable prior period. We believe that the presentation of constant currency results provides a measurement of our ongoing operations that is meaningful to investors because it excludes the impact of these foreign currency movements that we cannot control. Constant currency results are not measurements of financial performance under U.S. GAAP, and our constant currency results should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. The constant currency performance measures should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. 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.

38


RESULTS OF OPERATIONS
Comparison of Results for the Three Months Ended March 31, 2018June 30, 2023 and 20172022
Warehouse Segment
The following table presents the operating results of our warehouse segment for the three months ended March 31, 2018June 30, 2023 and 2017.2022.
Three Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
(Dollars in thousands)
Rent and storage$275,183 $278,327 $242,351 13.5 %14.8 %
Warehouse services305,987 309,388 322,028 (5.0)%(3.9)%
Total warehouse segment revenues581,170 587,715 564,379 3.0 %4.1 %
Power35,992 36,482 36,070 (0.2)%1.1 %
Other facilities costs (2)
61,172 61,831 57,676 6.1 %7.2 %
Labor253,802 256,872 250,711 1.2 %2.5 %
Other services costs (3)
57,362 57,854 68,937 (16.8)%(16.1)%
Total warehouse segment cost of operations$408,328 $413,039 $413,394 (1.2)%(0.1)%
Warehouse segment contribution (NOI)172,842 174,676 150,985 14.5 %15.7 %
Warehouse rent and storage contribution (NOI) (4)
178,019 180,014 148,605 19.8 %21.1 %
Warehouse services contribution (NOI) (5)
(5,177)(5,338)2,380 (317.5)%(324.3)%
Total warehouse segment margin29.7 %29.7 %26.8 %299 bps297 bps
Rent and storage margin(6)
64.7 %64.7 %61.3 %337 bps336 bps
Warehouse services margin(7)
(1.7)%(1.7)%0.7 %-243 bps-246 bps
 Three months ended March 31, Change
 2018 actual 
2018 constant currency(1)
 2017 actual Actual Constant currency
 (Dollars in thousands)    
Rent and storage$125,727
 $125,676
 $119,666
 5.1 % 5.0 %
Warehouse services160,790
 159,881
 156,141
 3.0 % 2.4 %
Total warehouse segment revenues286,517
 285,557
 275,807
 3.9 % 3.5 %
          
Power16,114
 16,148
 15,428
 4.4 % 4.7 %
Other facilities costs (2)
26,782
 26,786
 26,258
 2.0 % 2.0 %
Labor128,336
 127,670
 124,101
 3.4 % 2.9 %
Other services costs (3)
25,715
 25,610
 26,500
 (3.0)% (3.4)%
Total warehouse segment cost of operations196,947
 196,214
 192,287
 2.4 % 2.0 %
Warehouse segment contribution (NOI)$89,570
 $89,343
 $83,520
 7.2 % 7.0 %
          
Warehouse rent and storage contribution (NOI) (4)
$82,831
 $82,742
 $77,980
 6.2 % 6.1 %
Warehouse services contribution (NOI) (5)
$6,739
 $6,601
 $5,540
 21.6 % 19.2 %
          
Total warehouse segment margin31.3% 31.3% 30.3% 100 bps
 100 bps
Rent and storage margin(6)
65.9% 65.8% 65.2% 70 bps
 60 bps
Warehouse services margin(7)
4.2% 4.1% 3.5% 70 bps
 60 bps
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

(2)Includes real estate rent expense of $9.5 million and $10.7 million, on an actual basis, for the second quarter of 2023 and 2022, respectively.
42(3)Includes non-real estate rent expense (equipment lease and rentals) of $3.4 million and $2.6 million, on an actual basis, for the second quarter of 2023 and 2022, respectively.

(4)Calculated as rent and storage revenues less power and other facilities costs.

(5)Calculated as warehouse services revenues less labor and other services costs.
(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 $3.7 million and $3.7 million for the three months ended March 31, 2018 and 2017, respectively.
(6)Calculated as warehouse rent and storage contribution (NOI) divided by warehouse rent and storage revenues.
(7)Calculated as warehouse services contribution (NOI) divided by warehouse services revenues.
(3)
Includes non-real estate rent expense of $3.4 million and $3.4 million for the three months ended March 31, 2018 and 2017, respectively.
(4)Calculated as rent and storage revenues less power and other facilities costs.
(5)Calculated as warehouse services revenues less labor and other services costs.
(6)Calculated as warehouse rent and storage contribution (NOI) divided by warehouse rent and storage revenues.
(7)Calculated as warehouse services contribution (NOI) divided by warehouse services revenues.
Warehouse segment revenues were $286.5$581.2 million for the three months ended March 31, 2018,June 30, 2023, an increase of $10.7$16.8 million, or 3.9%3.0%, compared to $275.8$564.4 million for the three months ended March 31, 2017.June 30, 2022. On a constant currency basis, our warehouse segment revenues were $285.6$587.7 million for the three months ended March 31, 2018,June 30, 2023, an increase of $9.8$23.3 million, or 3.5%4.1%, period-over-period. These increases were primarilyfrom the three months ended June 30, 2022. This growth was driven by customer mix, whereby$21.0 million of growth in our same store pool on a greater proportion of customers paid higher average rates per pallet, combined withconstant currency basis primarily due to our pricing initiatives, rate escalations, and improvements in economic occupancy, partially offset by a slight decline in throughput due to the inability to move product in certain warehouses during our cyber incident. Non-same store revenue increased $2.3 million on a constant currency basis, due to recently completed expansion and developments, an increase in occupancy, and the numberDe Bruyn acquisition, partially offset by the contribution of fixed commitment storage contractsour Chilean facility to a joint venture in 2022 and contractual rate escalation. Our domestic operations accounted for the majorityexits of the change in customer composition and increase in fixed commitment storage contracts.leased facilities. The foreign currency translation of revenues incurredearned by our foreign
39


operations had a $1.0$6.5 million favorableunfavorable impact during the three months ended March 31, 2018.June 30, 2023, which was mainly driven by the strengthening of the U.S. dollar against our foreign subsidiaries’ currencies.
Warehouse segment cost of operations was $196.9$408.3 million for the three months ended March 31, 2018, an increaseJune 30, 2023, a decrease of $4.7$5.1 million, or 2.4%1.2%, compared to $192.3 million for the three months ended March 31, 2017.June 30, 2022. On a constant currency basis, our warehouse segment cost of operations was $196.2$413.0 million for the three months ended March 31, 2018, an increaseJune 30, 2023, a decrease of $3.9$0.4 million, or 2.0%0.1%, compared to $192.3 million forfrom the three months ended March 31, 2017. This changeJune 30, 2022. The cost of operations for our same store pool was flat on a constant currency basis, with increases driven primarily by an increase in more labor-intensive warehouse services partiallyhigher facilities costs related to property taxes and property insurance, offset by lower worker's compensationother services costs from lower warehouse supplies and pallet costs as a result of lower throughput from the cyber incident and consumer purchasing habits. Approximately $0.3 million of the increase, on a constant currency basis, was related to growth in our recently completed expansions and developments and the De Bruyn acquisition in our non-same store pool. These increases are offset by the foreign currency translation of expenses relative toincurred by our foreign operations which had a $4.7 million favorable impact during the three months ended March 31, 2017.June 30, 2023.
Warehouse segment contribution (NOI) was $89.6 million forFor the three months ended March 31, 2018, an increase of $6.1June 30, 2023, warehouse segment contribution (NOI), increased $21.9 million, or 7.2%14.5%, compared to $83.5$172.8 million for the three months ended March 31, 2017.second quarter of 2023 compared to $151.0 million for the second quarter of 2022. On a constant currency basis, warehouse segment contribution was $89.3 million forNOI increased 15.7% from the three months ended March 31, 2018, an increase of $5.8 million, or 7.0%, period-over-period. Again, favorable changes in our customer mix, higher number of fixed commitment storage contracts and contractual rate escalation led to improved contribution marginsJune 30, 2022. The NOI for our same store pool increased $21.0 million on a constant currency basis, attributable to revenue and cost of operations factors previously described. Warehouse segment NOI was negatively impacted by the start-up costs incurred in connection with our expansion and development projects in the non-same store pool as they incur pre-launch costs or costs as they ramp to stabilization, partially offset by the NOI from the De Bruyn acquisition and lease buyouts. The foreign currency translation of our results of operations had a $1.8 million unfavorable impact to warehouse segment during the first quarter of 2018 comparedNOI period-over-period due to the same period in 2017.











43


strengthening of the U.S. dollar.
Same Store Analysisand Non-Same Store Results
We had 138220 same stores for the three months ended March 31, 2018.June 30, 2023. Please see “—How“How We Assess the Performance of Our Business—Same Store Analysis” above for a reconciliation of the change in the same store portfolio from yearperiod to year.period. Amounts related to our recently completed expansion and development projects not yet stabilized, the acquisition of De Bruyn Cold Storage, one temporarily leased warehouse, previously leased facilities purchased during 2022 and 2023, and idled facilities are reflected within non-same store results.
The following table presents revenues, cost of operations, contribution (NOI) and margins for our same stores and non-same stores with a reconciliation to the total financial metrics of our warehouse segment for the three months ended March 31, 2018June 30, 2023 and 2017.
2022.
 Three Months Ended March 31, Change
 2018 actual 
2018 constant currency(1)
 2017 actual Actual Constant currency
Same store revenues:(Dollars in thousands)    
Rent and storage$122,977
 $122,926
 $116,661
 5.4 % 5.4 %
Warehouse services157,502
 156,594
 152,999
 2.9 % 2.3 %
Total same store revenues280,479
 279,520
 269,660
 4.0 % 3.7 %
Same store cost of operations:         
Power15,659
 15,694
 14,729
 6.3 % 6.6 %
Other facilities costs25,286
 25,290
 24,418
 3.6 % 3.6 %
Labor125,435
 124,768
 121,022
 3.6 % 3.1 %
Other services costs24,973
 24,869
 25,785
 (3.1)% (3.6)%
Total same store cost of operations$191,353
 $190,621
 $185,954
 2.9 % 2.5 %
          
Same store contribution (NOI)$89,126
 $88,899
 $83,706
 6.5 % 6.2 %
Same store rent and storage contribution (NOI)(2)
$82,032
 $81,942
 $77,514
 5.8 % 5.7 %
Same store services contribution (NOI)(3)
$7,094
 $6,957
 $6,192
 14.6 % 12.4 %
          
Total same store margin31.8% 31.8% 31.0% 80 bps
 80 bps
Same store rent and storage margin(4)
66.7% 66.7% 66.4% 30 bps
 30 bps
Same store services margin(5)
4.5% 4.4% 4.0% 50 bps
 40 bps
          
Non-same store revenues:         
Rent and storage$2,750
 $2,750
 $3,005
 (8.5)% (8.5)%
Warehouse services3,288
 3,287
 3,142
 4.6 % 4.6 %
Total non-same store revenues6,038
 6,037
 6,147
 (1.8)% (1.8)%
Non-same store cost of operations:         
Power455
 454
 699
 (34.9)% (35.1)%
Other facilities costs1,496
 1,496
 1,840
 (18.7)% (18.7)%
Labor2,902
 2,902
 3,079
 (5.7)% (5.7)%
Other services costs741
 741
 715
 3.6 % 3.6 %
Total non-same store cost of operations$5,594
 $5,593
 $6,333
 (11.7)% (11.7)%
          
Non-same store contribution (NOI)$444
 $444
 $(186) (338.7)% (338.7)%
Non-same store rent and storage contribution (NOI)(2)
$799
 $800
 $466
 71.5 % 71.7 %
Non-same store services contribution (NOI)(3)
$(355) $(356) $(652) (45.6)% (45.4)%
          
Total warehouse segment revenues$286,517
 $285,557
 $275,807
 3.9 % 3.5 %
Total warehouse cost of operations$196,947
 $196,214
 $192,287
 2.4 % 2.0 %
Total warehouse segment contribution$89,570
 $89,343
 $83,520
 7.2 % 7.0 %
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis is the effect of changes in foreign currency exchange rates relative to the comparable prior period.
(2)Calculated as rent and storage revenues less power and other facilities costs.
(3)Calculated as warehouse services revenues less labor and other services costs.
(4)Calculated as same store rent and storage contribution (NOI) divided by same store rent and storage revenues.
(5)Calculated as same store warehouse services contribution (NOI) divided by same store warehouse services revenues.




44
40




Three Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
Number of same store sites220220n/a
Same store revenues:(Dollars in thousands)
Rent and storage$256,892 $259,801 $229,696 11.8 %13.1 %
Warehouse services296,205 299,473 308,574 (4.0)%(2.9)%
Total same store revenues553,097 559,274 538,270 2.8 %3.9 %
Same store cost of operations:
Power32,795 33,265 32,722 0.2 %1.7 %
Other facilities costs56,114 56,724 51,778 8.4 %9.6 %
Labor238,303 241,212 237,535 0.3 %1.5 %
Other services costs54,021 54,489 63,692 (15.2)%(14.4)%
Total same store cost of operations$381,233 $385,690 $385,727 (1.2)%— %
Same store contribution (NOI)$171,864 $173,584 $152,543 12.7 %13.8 %
Same store rent and storage contribution (NOI)(2)
$167,983 $169,812 $145,196 15.7 %17.0 %
Same store services contribution (NOI)(3)
$3,881 $3,772 $7,347 (47.2)%(48.7)%
Total same store margin31.1 %31.0 %28.3 %273 bps270 bps
Same store rent and storage margin(4)
65.4 %65.4 %63.2 %218 bps215 bps
Same store services margin(5)
1.3 %1.3 %2.4 %-107 bps-112 bps
Three Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
Number of non-same store sites(6)
1720n/an/a
Non-same store revenues:(Dollars in thousands)
Rent and storage$18,291 $18,526 $12,655 n/rn/r
Warehouse services9,782 9,915 13,454 n/rn/r
Total non-same store revenues28,073 28,441 26,109 n/rn/r
Non-same store cost of operations:
Power3,197 3,217 3,348 n/rn/r
Other facilities costs5,058 5,107 5,898 n/rn/r
Labor15,499 15,660 13,176 n/rn/r
Other services costs3,341 3,365 5,245 n/rn/r
Total non-same store cost of operations$27,095 $27,349 $27,667 n/rn/r
Non-same store contribution (NOI)$978 $1,092 $(1,558)n/rn/r
Non-same store rent and storage contribution (NOI)(2)
$10,036 $10,202 $3,409 n/rn/r
Non-same store services contribution (NOI)(3)
$(9,058)$(9,110)$(4,967)n/rn/r
Total non-same store margin3.5 %3.8 %(6.0)%n/rn/r
Non-same store rent and storage margin(4)
54.9 %55.1 %26.9 %n/rn/r
Non-same store services margin(5)
(92.6)%(91.9)%(36.9)%n/rn/r
41


Three Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
Total warehouse segment revenues$581,170 $587,715 $564,379 3.0 %4.1 %
Total warehouse cost of operations$408,328 $413,039 $413,394 (1.2)%(0.1)%
Total warehouse segment contribution$172,842 $174,676 $150,985 14.5 %15.7 %
(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)Calculated as rent and storage revenues less power and other facilities costs.
(3)Calculated as warehouse services revenues less labor and other services costs.
(4)Calculated as rent and storage contribution (NOI) divided by rent and storage revenues.
(5)Calculated as warehouse services contribution (NOI) divided by warehouse services revenues.
(6)Refer to our Same Store Analysis previously disclosed that includes the composition of our Non-same store warehouse pool.
n/a - not applicable, the change in actual and constant currency metrics does not apply to site count.
n/r - not relevant

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

42


 Three Months Ended March 31, Change
 2018 2017 
Same store rent and storage:     
Occupancy(1)
     
Average occupied pallets (in thousands)2,375
 2,416
 (1.7)%
Average physical pallet positions (in thousands)3,112
 3,096
 0.5 %
Occupancy percentage76.3% 78.0% -170 bps
Same store rent and storage revenues per occupied pallet$51.77
 $48.30
 7.2 %
Constant currency same store rent and storage revenues per occupied pallet$51.75
 $48.30
 7.1 %
      
Same store warehouse services:     
Throughput pallets (in thousands)6,499
 6,657
 (2.4)%
Same store warehouse services revenues per throughput pallet$24.24
 $22.98
 5.5 %
Constant currency same store warehouse services revenues per throughput pallet$24.10
 $22.98
 4.9 %
      
Non-same store rent and storage:     
Occupancy     
Average occupied pallets (in thousands)72
 53
 35.8 %
Average physical pallet positions (in thousands)100
 88
 13.6 %
Occupancy percentage71.6% 61.0%  
      
Non-same store warehouse services:     
Throughput pallets (in thousands)147
 142
 3.5 %
(1)We define average physical occupancy as the average number of occupied pallets divided by the estimated number of average physical pallet positions in our warehouses for the applicable period. We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.

Three Months Ended June 30,Change
Units in thousands except per pallet and site number data - unaudited20232022
Number of same store sites220220n/a
Same store rent and storage:
Economic occupancy(1)
Average occupied economic pallets4,335 4,018 7.9 %
Economic occupancy percentage84.8 %78.0 %687 bps
Same store rent and storage revenues per economic occupied pallet$59.26 $57.17 3.6 %
Constant currency same store rent and storage revenues per economic occupied pallet$59.93 $57.17 4.8 %
Physical occupancy(2)
Average physical occupied pallets3,983 3,707 7.4 %
Average physical pallet positions5,110 5,153 (0.8)%
Physical occupancy percentage77.9 %71.9 %599 bps
Same store rent and storage revenues per physical occupied pallet$64.50 $61.96 4.1 %
Constant currency same store rent and storage revenues per physical occupied pallet$65.23 $61.96 5.3 %
Same store warehouse services:
Throughput pallets (in thousands)8,678 9,571 (9.3)%
Same store warehouse services revenues per throughput pallet$34.13 $32.24 5.9 %
Constant currency same store warehouse services revenues per throughput pallet$34.51 $32.24 7.0 %
Number of non-same store sites(3)
1720n/a
Non-same store rent and storage:
Economic occupancy(1)
Average economic occupied pallets245 187 n/r
Economic occupancy percentage78.0 %66.7 %n/r
Non-same store rent and storage revenues per economic occupied pallet$74.61 $67.77 n/r
Constant currency non-same store rent and storage revenues per economic occupied pallet$75.57 $67.77 n/r
Physical occupancy(2)
Average physical occupied pallets204 181 n/r
Average physical pallet positions314 280 n/r
Physical occupancy percentage65.0 %64.6 %n/r
Non-same store rent and storage revenues per physical occupied pallet$89.57 $70.04 n/r
Constant currency non-same store rent and storage revenues per physical occupied pallet$90.72 $70.04 n/r
Non-same store warehouse services:
Throughput pallets (in thousands)440 485 n/r
Non-same store warehouse services revenues per throughput pallet$22.21 $27.72 n/r
Constant currency non-same store warehouse services revenues per throughput pallet$22.52 $27.72 n/r
Average(1)We define average economic occupancy atas the aggregate number of physically occupied pallets and any additional pallets otherwise contractually committed for a given period, without duplication. We estimate the number of contractually committed pallet positions by taking into account actual pallet commitments specified in each customer’s contract, and subtracting the physical pallet positions.
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(2)We define average physical occupancy as the average number of occupied pallets divided by the estimated number of average physical pallet positions in our warehouses for the applicable period. We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.
(3)Refer to our Same Store Analysis previously disclosed that includes the composition of our Non-same store warehouse pool.
n/a - not applicable
n/r - not relevant
Economic occupancy for our same storesstore pool was 76.3%84.8% for the three months ended March 31, 2018, a decreaseJune 30, 2023, an increase of 170 bps687 basis points compared to 78.0% for the three monthsquarter ended March 31, 2017. This changeJune 30, 2022. Economic occupancy growth as compared to the prior year was primarily the result of a decrease of 1.7% in average occupied pallets. The decrease in the average occupied pallets is primarily associated with the timing of Easter in 2018 and a decline in the number of occupied pallets in our West region of the United States due to lower average inventoryour customers continued increase in our "harvest sites" that service some of our largest fruitfood production levels, which is benefiting from the improved labor market, coupled with end-consumer basket sizes shrinking and vegetables suppliers.less pantry stocking due to the current economic environment. Same store rent and storage revenues per economic occupied pallet increased 7.2%3.6% period-over-period, primarily driven by customer mix, whereby a greater proportion of customers paid higher average rates per pallet, an increase in the number of fixed commitment storage contracts entered into with our warehouse customers, andpricing initiative, contractual rate escalation.escalations and business mix. On a constant currency basis, the increase in our same store rent and storage revenues per occupied pallet was approximately the same as the change inincreased 4.8% period-over-period. Our economic occupancy for our same store rent and storage revenues per occupied pallet includingpool for the effectthree months ended June 30, 2023 was 690 basis points higher than our corresponding average physical occupancy of foreign currency fluctuations. This was attributable to the fact that the increase in77.9%.
Throughput pallets for our same store rent and storage revenues from our domestic operationspool was substantially higher than the increase in same store rent and storage revenues from our foreign operations.
Throughput pallets at our same stores were 6.58.7 million pallets for the three months ended March 31, 2018,June 30, 2023, a decrease of 2.4%9.3% from 6.79.6 million pallets for the three months ended March 31, 2017.June 30, 2022. This decrease was primarily attributablerelated to the Cyber Incident, in addition to a shiftslight decline in end-consumer demand due to the inbound/outbound profile of certain domestic customers from higher inventory turn customers to lower inventory turn customers with more profitable volumes.broader economic slowdown. Same store warehouse services revenuesrevenue per throughput pallet increased 5.5% period-over-period5.9% compared to the prior year primarily as a result of an increase in

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higher priced repackaging, blast freezing,our pricing initiative and case-picking warehouse services and, in part, a favorable net effect ofcontractual rate escalations, offset by unfavorable foreign currency translation as the increase in warehouse services revenues from our foreign operations was greater than the increase from the same revenues stream at our domestic operations.previously discussed. On a constant currency basis, our same store services revenuesrevenue per throughput pallet increased 4.9% period-over-period.7.0% compared to the prior year.
Transportation Segment
The following table presents the operating results of our transportation segment for the three months ended June 30, 2023 and 2022.
Three Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
(Dollars in thousands)
Transportation revenues$58,072 $59,198 $81,891 (29.1)%(27.7)%
Transportation cost of operations48,263 49,256 68,306 (29.3)%(27.9)%
Transportation segment contribution (NOI)$9,809 $9,942 $13,585 (27.8)%(26.8)%
Transportation margin16.9 %16.8 %16.6 %30 bps21 bps
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
Transportation revenues were $58.1 million for the three months ended June 30, 2023, a decrease of $23.8 million, or 29.1%, compared to $81.9 million for the three months ended June 30, 2022. The decrease was primarily due to the strategic transition of transportation business in the UK to a third party logistics model, the softening of transportation demand in the general macro-environment and the unfavorable impact of foreign currency translation, partially offset by higher rates in our consolidation business, acquisitions and expansions in
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Australia. Additionally, the cyber incident resulted in cancellations of customer transportation orders due to system outages.
Transportation cost of operations was $48.3 million for the three months ended June 30, 2023, a decrease of $20.0 million, or 29.3%, compared to $68.3 million for the three months ended June 30, 2022. The decrease was due to the same factors contributing to the decline in revenue mentioned above.
Transportation segment contribution (NOI) was $9.8 million for the three months ended June 30, 2023, a decrease of 27.8% compared to the three months ended June 30, 2022. Transportation segment margin increased 30 basis points from the three months ended June 30, 2022, to 16.9%. The increase in margin was primarily due to rate increases, partially offset by the lost business as a result of our
Third-Party Managed Segment
The following table presents the operating results of our third-party managed segment for the three months ended March 31, 2018June 30, 2023 and 2017.2022:
Three Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
Number of managed sites5 9 n/an/a
(Dollars in thousands)
Third-party managed revenues$10,368 $10,814 $83,486 (87.6)%(87.0)%
Third-party managed cost of operations8,968 9,324 79,765 (88.8)%(88.3)%
Third-party managed segment contribution$1,400 $1,490 $3,721 (62.4)%(60.0)%
Third-party managed margin13.5 %13.8 %4.5 %905 bps932 bps
 Three Months Ended March 31, Change
 2018 actual 
2018 constant currency(1)
 2017 actual Actual Constant currency
Number of managed sites12
   12
    
 (Dollars in thousands)    
Third-party managed revenues$63,876
 $63,522
 $58,367
 9.4% 8.8%
Third-party managed cost of operations60,099
 59,823
 55,379
 8.5% 8.0%
Third-party managed segment contribution$3,777
 $3,699
 $2,988
 26.4% 23.8%
          
Third-party managed margin5.9% 5.8% 5.1% 80 bps
 70 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.

(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
Third-party managed revenues were $63.9$10.4 million for the three months ended March 31, 2018, an increaseJune 30, 2023, a decrease of $5.5$73.1 million, or 9.4%87.6%, compared to $58.4$83.5 million for the three months ended March 31, 2017.June 30, 2022. On a constant currency basis, third-party managed revenues were $63.5$10.8 million for the three months ended March 31, 2018, an increaseJune 30, 2023, a decrease of $5.2$72.7 million, or 8.8%87.0%, period-over-period. These increases were attributable to higher business volume from our largest third-party managed customers in the United States and Australia.three months ended June 30, 2022.
Third-party managed cost of operations was $60.1$9.0 million for the three months ended March 31, 2018, an increaseJune 30, 2023, a decrease of $4.7$70.8 million, or 8.5%88.8%, compared to $55.4$79.8 million for the three months ended March 31, 2017. On a constant currency basis, third-party managed cost of operations was $59.8 million for the three months ended March 31, 2018, an increase of $4.4 million, or 8.0%, period-over-period.June 30, 2022.
Third-party managed segment contribution (NOI) was $3.8$1.4 million for the three months ended March 31, 2018, an increaseJune 30, 2023, a decrease of $0.8$2.3 million, or 26.4%62.4%, compared to $3.0 million for the three months ended March 31, 2017. On a constant currency basis, third-party managed segment contribution (NOI) was $3.7 million for the three months ended March 31, 2018,June 30, 2022. The decreases in revenue, cost, and NOI were primarily due to the strategic exit of operations of our historically largest domestic customer in this segment.
Other Consolidated Operating Expenses
Depreciation and amortization. Depreciation and amortization expense was $84.9 million for the three months ended June 30, 2023, an increase of $0.7$2.2 million, or 23.8%2.7%, period-over-period. Improved marginscompared to $82.7 million for the three months ended June 30, 2022. This increase was primarily due to the impact of our recently completed expansion and developments and partially offset by the favorable impact of foreign currency translation.
Selling, general and administrative. Corporate-level selling, general and administrative expenses were $53.8 million for the three months ended June 30, 2023, a decrease of $2.5 million, or 4.4%, compared to $56.3 million for the three months ended June 30, 2022. Included in thisthese amounts are business development expenses
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attributable to new business pursuits, supply chain solutions and underwriting, facility development, customer on-boarding, and engineering and consulting services to support our customers in the cold chain. We believe these costs are comparable to leasing costs for other publicly-traded REITs. The increase was driven by higher travel and conference expenses that resumed in 2023 and timing of professional fees, which is partially offset by a decrease in stock-based compensation in connection with the November 2021 retention grant, a significant portion of which vested in November 2022.
Acquisition, cyber incident and other, net. Corporate-level acquisition, cyber incident and other, net expenses were $27.2 million for the three months ended June 30, 2023, a increase of $21.6 million compared to the three months ended June 30, 2022. During the three months ended June 30, 2023, we incurred $19.0 million of cyber incident costs, inclusive of incremental labor costs, professional fees, customer claims, and related insurance deductibles, $2.8 million of severance primarily due to the realignment of certain international operations, $2.5 million of implementation costs related to Project Orion, and $2.4 million of acquisition and integration related costs. Refer to Note 3 of the Condensed Consolidated Financial Statements for details. During the three months ended June 30, 2022, we incurred $3.8 million of acquisition and integration related expenses, an aggregate $0.9 million of severance related expenses due to the realignment of certain international operations and leadership changes and $1.2 million of litigation fees.
Gain from sale of real estate. For the three months ended June 30, 2023 we recorded a $2.5 million gain from the sale of real estate related to the sale of a facility in Canada. The proceeds of the sale were used to repay outstanding Canadian-denominated Revolver short-term borrowings.
Other Expense and Income
The following table presents other items of expense and income for the three months ended June 30, 2023 and 2022.
Three Months Ended June 30,Change
20232022%
Other (expense) income:(Dollars in thousands)
Interest expense$(36,431)$(26,545)37.2 %
Loss on debt extinguishment, modifications and termination of derivative instruments$(627)$(627)— %
Other, net$(415)$(962)(56.9)%
Loss from investments in partially owned entities$(709)$(359)97.5 %
Impairment of related party loan receivable$(21,972)$— n/r
Loss on put option$(56,576)$— n/r
Interest expense. Interest expense was $36.4 million for the three months ended June 30, 2023, an increase of $9.9 million, or 37.2%, compared to $26.5 million for the three months ended June 30, 2022. Our effective interest rate on our outstanding debt increased from 3.39% in the second quarter of 2022 to 4.21% in the second quarter of 2023, primarily due to the rising interest rates associated with our floating rate borrowings under our Senior Unsecured Credit Facility, as well as higher outstanding borrowings, partially offset by the impact of our interest rate hedge instruments.
Impairment of related party loan receivable. Impairment of related party loan receivable was $22.0 million for the three months ended June 30, 2023. During the fourth quarter of 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio borrowed $25.0 million from Americold at a 10% annual fixed interest rate. During the three months ended June 30, 2023, the Company fully impaired the remaining balance.


46


Loss on put option. Loss on put option was $56.6 million for the three months ended June 30, 2023, which represents the estimated loss we recognized when the exercise of the Comfrio put was deemed probable.
Income Tax Benefit (Expense)
Income tax expense for the three months ended June 30, 2023 was $0.5 million, an increase of $12.6 million from an income tax benefit of $12.1 million for the three months ended June 30, 2022. The change is primarily from improved operating results and a non-recurring $6.5 million discrete tax benefit was recognized in June 30, 2022 attributable to the deconsolidation of our Chilean operations.
Comparison of Results for the Six Months Ended June 30, 2023 and 2022
Warehouse Segment
The following table presents the operating results of our warehouse segment for the six months ended June 30, 2023 and 2022.
Six Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
(Dollars in thousands)
Rent and storage$546,591 $554,239 $472,108 15.8 %17.4 %
Warehouse services629,631 637,989 633,196 (0.6)%0.8 %
Total warehouse segment revenues1,176,222 1,192,228 1,105,304 6.4 %7.9 %
Power72,040 73,580 69,105 4.2 %6.5 %
Other facilities costs (2)
121,972 123,604 114,247 6.8 %8.2 %
Labor512,343 519,396 494,872 3.5 %5.0 %
Other services costs (3)
122,198 123,608 129,837 (5.9)%(4.8)%
Total warehouse segment cost of operations$828,553 $840,188 $808,061 2.5 %4.0 %
Warehouse segment contribution (NOI)$347,669 $352,040 $297,243 17.0 %18.4 %
Warehouse rent and storage contribution (NOI) (4)
$352,579 $357,055 $288,756 22.1 %23.7 %
Warehouse services contribution (NOI) (5)
$(4,910)$(5,015)$8,487 (157.9)%(159.1)%
Total warehouse segment margin29.6 %29.5 %26.9 %267 bps264 bps
Rent and storage margin(6)
64.5 %64.4 %61.2 %334 bps326 bps
Warehouse services margin(7)
(0.8)%(0.8)%1.3 %-212 bps-213 bps
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.
(1)Includes real estate rent expense of $18.9 million and $21.3 million, on an actual basis, for the six months ended June 30, 2023 and 2022, respectively.
(2)Includes non-real estate rent expense (equipment lease and rentals) of $7.1 million and $5.7 million, on an actual basis, for the six months ended June 30, 2023 and 2022, respectively.
(3)Calculated as rent and storage revenues less power and other facilities costs.
(4)Calculated as warehouse services revenues less labor and other services costs.
(5)Calculated as warehouse rent and storage contribution (NOI) divided by warehouse rent and storage revenues.
(6)Calculated as warehouse services contribution (NOI) divided by warehouse services revenues.
Warehouse segment revenues were $1.2 billion for the six months ended June 30, 2023, an increase of $70.9 million, or 6.4%, compared to $1.1 billion for the six months ended June 30, 2022. On a constant currency basis, our warehouse segment revenues were $1.2 billion for the six months ended June 30, 2023, an increase of $86.9 million, or 7.9%, from the six months ended June 30, 2022. This growth was driven by $84.9 million of growth in
47


our same store pool on a constant currency basis primarily due to our pricing initiatives, rate escalations, and improvements in economic occupancy, partially offset by a slight decline in throughput due to the inability to move product in certain warehouses during the cyber incident. Non-same store revenue increased by $2.0 million on a constant currency basis, due to recently completed expansion and developments, improvements in economic occupancy, and the De Bruyn acquisition, partially offset by exits of leased facilities during 2022. The foreign currency translation of revenues earned by our foreign operations had a $16.0 million unfavorable impact during the six months ended June 30, 2023, which was mainly driven by the strengthening of the U.S. dollar against our foreign subsidiaries’ currencies.
Warehouse segment cost of operations was $828.6 million for the six months ended June 30, 2023, an increase of $20.5 million, or 2.5%, compared to the six months ended June 30, 2022. On a constant currency basis, our warehouse segment cost of operations was $840.2 million for the six months ended June 30, 2023, an increase of $32.1 million, or 4.0%, from the six months ended June 30, 2022. The cost of operations for our same store pool increased $25.6 million on a constant currency basis, primarily driven by new businesshigher other facilities costs and power expense to support increased occupancy, partially offset by a reduction in other services costs as a result of reduced throughput from our largest retail customercyber incident and consumer purchasing habits. Approximately $6.5 million of the increase, on a constant currency basis, was related to growth in Australia.our recently completed expansions and developments and the De Bruyn acquisition in our non-same store pool. These increases were partially offset by the foreign currency translation of expenses incurred by our foreign operations which had a $11.6 million favorable impact during the six months ended June 30, 2023.

For the six months ended June 30, 2023, warehouse segment contribution (NOI), increased $50.4 million, or 17.0%, to $347.7 million for the six months ended June 30, 2023, compared to $297.2 million for the six months ended June 30, 2022. On a constant currency basis, warehouse segment NOI increased 18.4% from the six months ended June 30, 2022. The NOI for our same store pool increased $59.2 million on a constant currency basis, attributable to revenue and cost of operations factors previously described. Warehouse segment NOI was negatively impacted by the start-up costs incurred in connection with our expansion and development projects in the non-same store pool as they incur pre-launch costs or costs as they ramp to stabilization, partially offset by the NOI from the De Bruyn acquisition and lease buyouts. The foreign currency translation of our results of operations had a $4.4 million unfavorable impact to warehouse segment NOI period-over-period due to the strengthening of the U.S. dollar.
Same Store and Non-Same Store Analysis
We had 220 same stores for the six months ended June 30, 2023. Please see “How We Assess the Performance of Our Business—Same Store Analysis” above for a reconciliation of the change in the same store portfolio from period to period. Amounts related to our recently completed expansion and development projects not yet stabilized, the acquisition of De Bruyn Cold Storage, one temporarily leased warehouse, previously leased facilities purchased during 2022 and idled facilities are reflected within 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 six months ended June 30, 2023 and 2022.
46
48




Six Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
Number of same store sites220220n/an/a
Same store revenues:(Dollars in thousands)
Rent and storage$514,283 $521,233 $447,781 14.9 %16.4 %
Warehouse services610,220 618,034 606,598 0.6 %1.9 %
Total same store revenues1,124,503 1,139,267 1,054,379 6.7 %8.1 %
Same store cost of operations:
Power65,860 67,262 62,784 4.9 %7.1 %
Other facilities costs111,916 113,385 102,983 8.7 %10.1 %
Labor482,760 489,308 469,706 2.8 %4.2 %
Other services costs111,095 112,400 121,242 (8.4)%(7.3)%
Total same store cost of operations$771,631 $782,355 $756,715 2.0 %3.4 %
Same store contribution (NOI)$352,872 $356,912 $297,664 18.5 %19.9 %
Same store rent and storage contribution (NOI)(2)
$336,507 $340,586 $282,014 19.3 %20.8 %
Same store services contribution (NOI)(3)
$16,365 $16,326 $15,650 4.6 %4.3 %
Total same store margin31.4 %31.3 %28.2 %315 bps310 bps
Same store rent and storage margin(4)
65.4 %65.3 %63.0 %245 bps236 bps
Same store services margin(5)
2.7 %2.6 %2.6 %10 bps6 bps
Six Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
Number of non-same store sites1720n/an/a
Non-same store revenues:(Dollars in thousands)
Rent and storage$32,308 $33,007 $24,326 n/rn/r
Warehouse services19,412 19,955 26,599 n/rn/r
Total non-same store revenues51,720 52,962 50,925 n/rn/r
Non-same store cost of operations:
Power6,180 6,318 6,321 n/rn/r
Other facilities costs10,056 10,219 11,265 n/rn/r
Labor29,583 30,087 25,166 n/rn/r
Other services costs11,106 11,208 8,595 n/rn/r
Total non-same store cost of operations$56,925 $57,832 $51,347 n/rn/r
Non-same store contribution (NOI)$(5,205)$(4,870)$(422)n/rn/r
Non-same store rent and storage contribution (NOI)(2)
$16,072 $16,470 $6,740 n/rn/r
Non-same store services contribution (NOI)(3)
$(21,277)$(21,340)$(7,162)n/rn/r
Total non-same store margin(10.1)%(9.2)%(0.8)%n/rn/r
Non-same store rent and storage margin(4)
49.7 %49.9 %27.7 %n/rn/r
Non-same store services margin(5)
(109.6)%(106.9)%(26.9)%n/rn/r
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Six Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
Total warehouse segment revenues$1,176,222 $1,192,228 $1,105,304 6.4 %7.9 %
Total warehouse cost of operations$828,553 $840,188 $808,061 2.5 %4.0 %
Total warehouse segment contribution$347,669 $352,040 $297,243 17.0 %18.4 %
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
(2)Calculated as rent and storage revenues less power and other facilities costs.
(3)Calculated as warehouse services revenues less labor and other services costs.
(4)Calculated as rent and storage contribution (NOI) divided by rent and storage revenues.
(5)Calculated as warehouse services contribution (NOI) divided by warehouse services revenues.
(6)Refer to our Same Store Analysis previously disclosed that includes the composition of our Non-same store warehouse pool.
n/a - not applicable, the change in actual and constant currency metrics does not apply to site count
n/r - not relevant

The following table provides certain operating metrics to explain the drivers of our same store performance.
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Six Months Ended June 30,
Units in thousands except per pallet and site number data - unaudited20232022Change
Number of same store sites220 220 n/a
Same store rent and storage:
Economic occupancy(1)
Average occupied economic pallets4,330 3,998 8.3 %
Economic occupancy percentage84.7 %77.5 %722 bps
Same store rent and storage revenues per economic occupied pallet$118.77 $112.01 6.0 %
Constant currency same store rent and storage revenues per economic occupied pallet$120.37 $112.01 7.5 %
Physical occupancy(2)
Average physical occupied pallets3,984 3,663 8.7 %
Average physical pallet positions5,110 5,157 (0.9)%
Physical occupancy percentage78.0 %71.0 %692 bps
Same store rent and storage revenues per physical occupied pallet$129.10 $122.23 5.6 %
Constant currency same store rent and storage revenues per physical occupied pallet$130.84 $122.23 7.0 %
Same store warehouse services:
Throughput pallets (in thousands)17,868 18,902 (5.5)%
Same store warehouse services revenues per throughput pallet$34.15 $32.09 6.4 %
Constant currency same store warehouse services revenues per throughput pallet$34.59 $32.09 7.8 %
Number of non-same store sites(3)
17 20 n/a
Non-same store rent and storage:
Economic occupancy(1)
Average economic occupied pallets236 192 n/r
Economic occupancy percentage76.1 %69.0 %n/r
Non-same store rent and storage revenues per economic occupied pallet$136.76 $126.92 n/r
Constant currency non-same store rent and storage revenues per economic occupied pallet$139.71 $126.92 n/r
Physical occupancy(2)
Average physical occupied pallets205 183 n/r
Average physical pallet positions310 278 n/r
Physical occupancy percentage65.9 %65.8 %n/r
Non-same store rent and storage revenues per physical occupied pallet$157.84 $133.18 n/r
Constant currency non-same store rent and storage revenues per physical occupied pallet$161.25 $133.18 n/r
Non-same store warehouse services:
Throughput pallets (in thousands)902 1,011 n/r
Non-same store warehouse services revenues per throughput pallet$21.52 $26.31 n/r
Constant currency non-same store warehouse services revenues per throughput pallet$22.13 $26.31 n/r
(1)We define average economic occupancy as the aggregate number of physically occupied pallets and any additional pallets otherwise contractually committed for a given period, without duplication. We estimate the number of contractually committed pallet positions by taking into account actual pallet commitments specified in each customer’s contract, and subtracting the physical pallet positions.
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(2)We define average physical occupancy as the average number of occupied pallets divided by the estimated number of average physical pallet positions in our warehouses for the applicable period. We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.
(3)Refer to our Same Store Analysis previously disclosed that includes the composition of our Non-same store warehouse pool.
n/a - not applicable
n/r - not relevant

Economic occupancy for our same store pool was 84.7% for the six months ended June 30, 2023, a increase of 722 basis points compared to 77.5% for the six months ended June 30, 2022. Economic occupancy growth as compared to the prior year was primarily due to improvements in customer service initiatives, as well as our customers increase in food production levels, which is benefiting from the improved labor market. Same store rent and storage revenues per economic occupied pallet increased 6.0% period-over-period, primarily driven by our pricing initiative, contractual rate escalations and business mix. On a constant currency basis, our same store rent and storage revenues per occupied pallet increased 7.5% period-over-period. Our economic occupancy for our same store pool for the six months ended June 30, 2023 was 678 basis points higher than our corresponding average physical occupancy of 78.0%.
Throughput pallets at our same store pool was 17.9 million pallets for the six months ended June 30, 2023, a decrease of 5.5% from 18.9 million pallets for the six months ended June 30, 2022. This decrease was primarily the result of the cyber incident and resulting system outages, in addition to a slight decline in end-consumer demand as basket sizes decreased due to the broader economic slowdown. Same store warehouse services revenue per throughput pallet increased 6.4% compared to the prior year primarily as a result of our pricing initiative and contractual rate escalations, offset by unfavorable foreign currency translation as previously discussed. On a constant currency basis, our same store services revenue per throughput pallet increased 7.8% compared to the prior year.
52


Transportation Segment

The following table presents the operating results of our transportation segment for the threesix months ended March 31, 2018June 30, 2023 and 2017.2022.
Six Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
(Dollars in thousands)
Transportation revenues$126,150 $130,453 $160,801 (21.5)%(18.9)%
Total transportation cost of operations104,681 108,561 138,687 (24.5)%(21.7)%
Transportation segment contribution (NOI)$21,469 $21,892 $22,114 (2.9)%(1.0)%
Transportation margin17.0 %16.8 %13.8 %327 bps303 bps
 Three Months Ended March 31, Change
 2018 actual 
2018 constant currency(1)
 2017 actual Actual Constant currency
 (Dollars in thousands)    
Transportation revenues$38,345
 $38,070
 $36,181
 6.0 % 5.2 %
          
Brokered transportation28,121
 28,022
 25,884
 8.6 % 8.3 %
Other cost of operations6,630
 6,477
 6,744
 (1.7)% (4.0)%
Total transportation cost of operations34,751
 34,499
 32,628
 6.5 % 5.7 %
Transportation segment contribution (NOI)$3,594
 $3,571
 $3,553
 1.2 % 0.5 %
          
Transportation margin9.4% 9.4% 9.8% -40 bps
 -40 bps
(1)(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.
Our transportation segment continued its strategic shift to focus on more profitable solutions, which create value for our customers while driving and supporting our warehouse business including consolidation offerings. Transportation revenues were $38.3 million for the three months ended March 31, 2018, an increase of $2.2 million, or 6.0%, compared to $36.2 million for the three months ended March 31, 2017. On a constant currency basis transportationare the effect of changes in foreign currency exchange rates relative to the comparable prior period.
Transportation revenues were $38.1$126.2 million for the yearsix months ended March 31, 2018, an increaseJune 30, 2023, a decrease of $1.9$34.7 million, or 5.2%21.5%, period-over-period.compared to $160.8 million for the six months ended June 30, 2022. The decrease was primarily due to the strategic shifttransition of transportation business in the United Kingdom to a 3PL model, the softening of transportation demand in the general macro-environment and the unfavorable impact of foreign currency translation, partially offset by higher rates in our transportation segmentconsolidation business, acquisitions and expansions in Australia. Additionally, the cyber incident resulted in higher revenuecancellations of $1.8 million on new and incremental business primarily from our domestic operations, which now focus on providing multi-vendor consolidation programs and dedicatedcustomer transportation services. Our international operations ledorders due to a net revenue increase of $0.4 million primarily from incremental transportation services in Australia.system outages.
Transportation cost of operations was $34.8$104.7 million for the threesix months ended March 31, 2018, an increaseJune 30, 2023, a decrease of $2.1$34.0 million, or 6.5%24.5%, compared to $32.6$138.7 million for the threesix months ended March 31, 2017. On a constant currency basis, transportation cost of operationsJune 30, 2022. The decrease was $34.5 million fordue to the three months ended March 31, 2018, an increase of $1.9 million, or 5.7%, period-over-period. Brokered transportation costs were higher than a year ago primarily as a result of an increase in domestic consolidation programs. The strategic shift referenced above ledsame factors contributing to athe decline in other cost of operations for the segment.revenue mentioned above.
Transportation segment contribution (NOI) was $3.6$21.5 million for the threesix months ended March 31, 2018, an increaseJune 30, 2023, a decrease of 1.2% as2.9% compared to the threesix months ended March 31, 2017.June 30, 2022. Transportation segment margin decreased 40increased 327 basis points period-over-period,from the six months ended June 30, 2022, to 9.4% from 9.8%17.0%. Despite increased margins and greater efficienciesThe increase in our domestic transportation operations, the overall decrease in margins resulted from slightly lower margins in our international transportation businessmargin was primarily due to rate increases, somewhat offset by lost business as a shift inresult of the customer mix in Australia. On a constant currency basis, transportation segment contribution was $3.6 million for the three months ended March 31, 2018, an increase of 0.5%, period-over-period.cyber incident.

47



Quarry Revenues and Cost of OperationsThird-Party Managed Segment
The following table presents the operating results of our quarrythird-party managed segment for the threesix months ended March 31, 2018June 30, 2023 and 2017.2022.
Six Months Ended June 30,Change
2023 Actual
2023 Constant Currency(1)
2022 ActualActualConstant Currency
Number of managed sites9 9 n/an/a
(Dollars in thousands)
Third-party managed revenues$23,727 $24,583 $169,346 (86.0)%(85.5)%
Third-party managed cost of operations21,248 21,944 162,124 (86.9)%(86.5)%
Third-party managed segment contribution$2,479 $2,639 $7,222 (65.7)%(63.5)%
Third-party managed margin10.4 %10.7 %4.3 %618 bps647 bps
 Three Months Ended March 31, Change
 2018 2017 
 (Dollars in thousands)  
Quarry revenues$2,403
 $2,559
 (6.1)%
Quarry cost of operations2,057
 1,656
 24.2 %
Quarry segment contribution (NOI)$346
 $903
 (61.7)%
      
Quarry margin14.4% 35.3% n/m
(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/m: not meaningful
QuarryThird-party managed revenues were $2.4$23.7 million for the threesix months ended March 31, 2018,June 30, 2023, a decrease of $0.2$145.6 million, or 6.1%86.0%, compared to $2.6$169.3 million for the threesix months ended March 31, 2017. LowerJune 30, 2022. On a constant
53


currency basis, third-party managed revenues in our quarry operations were attributable to lower demand$24.6 million for the six months ended June 30, 2023, a decrease of $144.8 million, or 85.5%, from our construction and industrial customers. Demand from these customers was higher in the comparable prior period as favorable weather conditions led to an early start of the 2017 construction season.six months ended June 30, 2022.
Quarry
Third-party managed cost of operations was $2.1$21.2 million for the threesix months ended March 31, 2018,June 30, 2023, a decrease of $140.9 million, or 86.9%, compared to $162.1 million for the six months ended June 30, 2022.

Third-party managed segment contribution (NOI) was $2.5 million for the six months ended June 30, 2023, a decrease of $4.7 million, or 65.7%, compared to $7.2 million for the six months ended June 30, 2022. the decreases in revenue, cost, and NOI were primarily due to the strategic exit of operations of our historically largest domestic customer in this segment.

Other Consolidated Operating Expenses
Depreciation and amortization. Depreciation and amortization expense was $169.9 million for the six months ended June 30, 2023, an increase of $0.4$4.6 million, or 24.2%2.8%, compared to $1.7$165.3 million for the threesix months ended March 31, 2017.June 30, 2022. This increase was primarily due to higher maintenance costs for production equipment.
Quarry segment contribution (NOI) was $0.3 million for the three months ended March 31, 2018, as compared to a contribution (NOI)impact of $0.9 million for the three months ended March 31, 2017, largely drivenour recently completed expansion and development projects, partially offset by the economic factors described above.favorable impact of foreign currency translation.
Other Consolidated Operating Expenses
Selling, general and administrative. Corporate-level selling, general and administrative expenses were $31.9$116.6 million for the threesix months ended March 31, 2018,June 30, 2023, an increase of $7.2$2.8 million, or 29.0%2.4%, compared to $24.8$113.9 million for the threesix months ended March 31, 2017.June 30, 2022. Included in these amounts are business development expenses attributable to ournew business pursuits, supply chain solutions and underwriting, facility development, customer onboarding,on-boarding, and engineering and consulting services to support our customers in the cold chain. WeWe believe these costs are comparable to leasing costs for other publicly tradedpublicly-traded REITs. The increase was driven by investments in corporate-level selling, generalour IT hosting and administrative expenses period-over period was primarily dueapplication costs, in addition to higher travel and conference expenses that resumed in 2023, which are partially offset by a decrease in stock-based compensation expense we incurred for i) the issuance of retention equity awards to certain employees and non-employee directors in connection with the IPO; ii)November 2021 retention grant, a significant portion of which vested in November 2022.
Acquisition, cyber incident and other, net. Corporate-level acquisition, cyber incident and other, net expenses were $34.4 million for the issuancesix months ended June 30, 2023, an increase of new long-term incentive equity awards$18.6 million compared to certain employees in February 2018;the six months ended June 30, 2022. During the six months ended June 30, 2023, we incurred $19.0 million of cyber incident costs, inclusive of incremental labor costs, professional fees, customer claims, and iii)related insurance deductibles, $6.2 million of severance primarily due to the modificationrealignment of certain terms governing equity awards issued underinternational operations, $4.5 million of implementation costs related to Project Orion, and $4.2 million of acquisition and integration related costs. Refer to Note 3 of the 2010 Equity Incentive Plan in January 2018. Included in corporate-level selling, generalCondensed Consolidated Financial Statements for details. During the six months ended June 30, 2022, we incurred $10.1 million of acquisition and administrative expense forintegration related expenses, an aggregate $3.5 million of severance related expenses due to the first quarterrealignment of 2018 were also higher professional fees we have,certain international operations and will continue to incur, in preparation for our annual assessmentsenior leadership changes, and $2.4 million of internal control over financial reporting, higher audit fees as a public company, and other professionallitigation fees.
Gain from sale of real estate. For the threesix months ended March 31, 2018 and 2017, corporate-level selling, general and administrative expensesJune 30, 2023 we 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 8.2% and 6.6%, respectively, of total revenues.



used to repay outstanding Canadian-denominated Revolver short-term borrowings.
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54




Other IncomeExpense and ExpenseIncome
The following table presents other items of income and expense for the yearssix months ended March 31, 2018June 30, 2023 and 2017.2022.
Six Months Ended June 30,Change
20232022%
Other (expense) income:(Dollars in thousands)
Interest expense$(70,854)$(52,318)35.4 %
Loss on debt extinguishment, modifications and termination of derivative instruments$(1,172)$(1,244)(5.8)%
Other, net$1,018 $1,396 n/r
Loss from investments in partially owned entities$(1,357)$(823)n/r
Impairment of related party loan receivable$(21,972)$— n/r
Loss on put option$(56,576)$— n/r
 Three Months Ended March 31, Change
 2018 2017 %
Other (expense) income:(In thousands)  
Interest expense$(24,495) $(27,727) (11.7)%
Interest income623
 257
 142.4 %
Loss on debt extinguishment and modification(21,385) (171) n/m
Foreign currency exchange gain (loss)680
 (2,773) n/m
Other income (expense) - net56
 (467) (112.0)%

n/m: not meaningful
Interest expense. Interest expense was $24.5$70.9 million for the six months ended June 30, 2023, an increase of $18.5 million, or 35.4%, compared to $52.3 million for the six months ended June 30, 2022. Our effective interest rate of our outstanding debt increased from 3.23% for the six months ended June 30, 2022 to 4.15% for the six months ended June 30, 2023, primarily due to the rising interest rates associated with our floating rate borrowings under our Senior Unsecured Credit Facility, as well as higher outstanding borrowings, partially offset by the impact of our interest rate swaps.
Impairment of related party loan receivable. Impairment of related party loan receivable was $22.0 million for the three months ended March 31, 2018,June 30, 2023. During the fourth quarter of 2022, the Company entered into a decrease of $3.2loan agreement with Comfrio, in which Comfrio borrowed $25.0 million or 11.7%, compared to $27.7 million forfrom Americold at a 10% annual fixed interest rate. During the three months ended March 31, 2017. In connection withJune 30, 2023, the IPO, we usedCompany fully impaired the net proceeds from the equity offering and the 2018 Senior Secured Term Loan A Facility to pay in full our 2015 Senior Secured Term Loan B Facility, which had a balance outstanding of approximately $703.0 million during the first quarter of 2017. In addition, as of March 31, 2017 we had a balance outstanding of $29.0 million under our 2015 Senior Secured Revolving Credit Facility, but had no outstanding balance under our 2018 Senior Secured Revolving Credit Facility during the first quarter of 2018.remaining balance.
Interest income. Interest income of $0.6Loss on put option. Loss on put option was $56.6 million for the threesix months ended March 31, 2018 was 142.4% higher when compared to the amount reported for three months ended March 31, 2017. This period-over-period change was primarily driven by the increase in net cash provided by our financing activities in January 2018.
Loss on debt extinguishment and modification. We recognized a $21.4 million charge primarily to write-off unamortized debt issuance costs in connection with the refinancing of our 2015 Senior Secured Credit Facilities. A small portion of that charge includes certain financing costs we incurred in connection with the issuance of our 2018 Senior Secured Credit Facilities that could not be capitalized.
Foreign currency exchange gain (loss). We reported a foreign currency exchange gain of $0.7 million for the three months ended March 31, 2018 as compared to a $2.8 million foreign currency exchange loss for the three months ended March 31, 2017. The periodic re-measurement of an intercompany loan denominated in Australian dollars, issued from our Australian subsidiary to one of our U.S. corporate subsidiaries, resulted in a foreign currency exchange gain in the first quarter of 2018 as the U.S. dollar strengthened against the Australian dollar as compared to the three months ended March 31, 2017. In addition, the balance outstanding under this intercompany loan was $15.0 million higher during the first quarter of 2017.
Other income (expense) - net. In this line item,June 30, 2023, which represents income or expense outside our operating segments,the estimated loss we reported a net incomerecognized when the exercise of $0.1 million for the three months ended March 31, 2018 as compared to a net expense of $0.5 million for the three months ended March 31, 2017. This change is attributed primarily to higher pension expense in 2017 as a result of a lump sum settlement.Comfrio put was deemed probable.
Income Tax Benefit (Expense)
Income tax benefit for the threesix months ended March 31, 2018June 30, 2023 was $0.1$1.2 million, which represented a changedecrease of $1.6$11.6 million or 106.0% from an income tax expensebenefit of $1.5$12.8 million for the threesix months ended

June 30, 2022. This was primarily due to losses generated in certain jurisdictions and a non-recurring $6.5 million discrete tax benefit was recognized in June 30, 2022 attributable to the deconsolidation of our Chilean operations.
49
55




March 31, 2017. This change was mainly driven by a reduction in the projected annual effective tax rate associated with the enactment of the TCJA and lower income reported by our taxable REIT foreign subsidiaries.
Non-GAAP Financial Measures

We use the following Non-GAAPnon-GAAP financial measures as supplemental performance measures of our business: NAREIT FFO, Core FFO, Adjusted FFO, EBITDAre, Core EBITDA and net debt to pro-forma Core EBITDA.
We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance with U.S. GAAP, excluding extraordinary items as defined under U.S. GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization and after adjustmentsour share of reconciling items for unconsolidated partnerships and joint ventures. partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can facilitate comparisons of operating performance between periods and among other equity REITs.
We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real estate assets, non-offering related IPO expenses, stock-based compensation expense for the IPO retention grants, severance and reduction in workforce costs, acquisition, diligencecyber incident and other, pursuit costs,net, goodwill and other non-core impairment (when applicable), loss on debt extinguishment, modifications and modification, andtermination of derivative instruments, foreign currency exchange gains and losses, discontinued operations from assets held for sale, impairment of related party loan receivable, loss on fair value of put, gain or loss.on extinguishment of new market tax credit structure, loss on deconsolidation of subsidiary contributed to LATAM joint venture, and gain from disposition of partially owned entities. We also adjust for the impact of Core FFO attributable to partially owned entities. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential.
However, because NAREIT FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of recurring maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of NAREIT FFO and Core FFO 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 loandeferred financing costs debt discounts and pension withdrawal liability, amortization of above or below market leases, non-real estate asset impairment, straight-line net rent, provisionbenefit or benefitexpense from deferred income taxes, stock-based compensation expense, from grants of stock options and restricted stock units under our equity incentive plans, non-real estate depreciation depletion orand amortization (including in respect of the China JV), and recurring maintenance capital expenditures. We also adjust for AFFO attributable to our share of reconciling items of partially owned entities and discontinued operations. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.
FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO and Adjusted FFO should be evaluated along with U.S. GAAP net income and net income per diluted share (the most directly comparable U.S. GAAP measures) in evaluating our operating performance. FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S. GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our consolidated statements of operations included elsewhere in this Quarterly Report on Form 10-Q. FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do. The table abovebelow 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.

56



50



Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and Adjusted FFO
(in thousands)
 Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net (loss) income$(104,802)$3,953 $(107,373)$(13,492)
Adjustments:
Real estate related depreciation54,740 51,738 109,281 103,938 
Gain on sale of real estate(2,528)— (2,337)— 
Net loss on asset disposals— 4 — 67 
Our share of reconciling items related to partially owned entities232 1,346 1,135 2,379 
NAREIT FFO(b)
(52,358)57,041 706 92,892 
Adjustments:
Net loss (gain) on sale of non-real estate assets289 72 709 (163)
Acquisition, cyber incident and other, net27,235 5,663 34,382 15,738 
Loss on debt extinguishment, modifications and termination of derivative instruments627 627 1,172 1,244 
Foreign currency exchange loss (gain)212 1,290 (246)965 
Gain on extinguishment of New Market Tax Credit structure— (3,410)— (3,410)
Loss on deconsolidation of subsidiary contributed to LATAM joint venture— 4,148 — 4,148 
Our share of reconciling items related to partially owned entities(27)(36)101 311 
Loss from discontinued operations, net of tax8,275 — 8,275 — 
Impairment of related party receivable21,972 — 21,972 — 
Loss on put option56,576 — 56,576 — 
Gain on sale of LATAM joint venture(304)— (304)— 
Core FFO applicable to common stockholders(b)
62,497 65,395 123,343 111,725 
Adjustments:
Amortization of deferred financing costs and pension withdrawal liability1,279 1,160 2,519 2,306 
Amortization of below/above market leases375 549777 1,057 
Straight-line net rent361 77 (130)281 
Deferred income taxes benefit(1,459)(12,886)(5,080)(14,775)
Stock-based compensation expense4,639 7,032 11,609 15,381 
Non-real estate depreciation and amortization30,152 30,952 60,635 61,372 
Maintenance capital expenditures (a)
(22,590)(20,118)(38,834)(36,224)
Our share of reconciling items related to partially owned entities303 1,713 607 1,606 
Adjusted FFO applicable to common stockholders(b)
$75,557 $73,874 $155,446 $142,729 
(a)Maintenance capital expenditures include capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology.
(b)During the three months ended June 30, 2023, managementexcluded losses from discontinued operations from Core FFO applicable to common stockholders, and Adjusted FFO applicable to common stockholders and includedcertain 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 Three months ended June 30,Recasted Six Months Ended June 30,
(in thousands)202220232022
NAREIT FFO$56,018$74$91,165
Core FFO applicable to common stockholders$67,810$125,044$114,917
Adjusted FFO applicable to common stockholders$74,489$157,063$144,083
57


Reconciliation of Net Earnings to NAREIT FFO, Core FFO, and AFFO
(In thousands)
 Three Months Ended March 31,
 2018 2017
Net (loss) income$(8,639) $4,384
Adjustments:   
Real estate related depreciation and depletion22,174
 21,433
Real estate depreciation on China JV270
 268
NAREIT Funds from operations13,805
 26,085
Less distributions on preferred shares of beneficial interest(1,818) (7,109)
NAREIT Funds from operations attributable to common shareholders$11,987
 $18,976
Adjustments:   
Net gain on sale of non-real estate assets(148) (99)
Non-offering related IPO expenses (a)
1,245
 —
Stock-based compensation expense, IPO grants965
 —
Severance and reduction in workforce costs (b)
11
 —
Terminated site operations costs—
 (3)
Strategic alternative costs—
 842
Loss on debt extinguishment and modification21,385
 171
Foreign currency exchange (gain) loss(680) 2,773
Core FFO applicable to common shareholders$34,765
 $22,660
Adjustments:   
Amortization of deferred financing costs and debt discount1,674
 2,023
Amortization of below/above market leases38
 38
Straight-line net rent(5) (12)
Deferred income taxes benefit(1,156) (748)
Stock-based compensation expense, excluding IPO grants3,553
 587
Non-real estate depreciation and amortization7,234
 7,975
Non-real estate depreciation and amortization on China JV156
 151
Recurring maintenance capital expenditures (c)
(6,383) (5,905)
Adjusted FFO applicable to common shareholders$39,876
 $26,769

(a)Represents one-time costs and professional fees associated with becoming a public company.
(b)Represents one-time severance from and reduction in workforce costs associated with exiting or selling non-strategic warehouses.
(c)Recurring 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.















51




We calculate NAREIT EBITDA for Real Estate, or EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, earnings before interest expense, taxes, depreciation depletion and amortization, gains or lossesgain on dispositionsale of depreciated property, including gains or losses on change of control, impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate,real estate, and adjustment to reflect share of EBITDAre of unconsolidated affiliates.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 charges on intangibleof indefinite and long-lived assets (when applicable), foreign currency exchange loss or gain, stock-based compensation expense, loss on debt extinguishment, modifications and termination of derivative instruments, net gain or loss on depreciable real propertyother asset disposals, severance and reduction in workforce costs, non-offering related IPO expenses, loss on debt extinguishment and modification, stock-based compensation expense, foreign currency exchange gain or loss, loss on partially owned entities, and reduction in EBITDAre from partially owned entities.entities, impairment of related party loan receivable, loss on fair value of put, gain on extinguishment of new market tax credit structure, and loss on deconsolidation of subsidiary contributed to LATAM joint venture, and discontinued operations. 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 recurring 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 depletion and amortization are non-cash charges, the assets being depreciated depleted and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.
We use EBITDAre and Core EBITDA as measures of our operating performance and not as measures of liquidity. The table below reconciles EBITDAre and Core EBITDA to net (loss) income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.

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52



Reconciliation of Net Loss to NAREIT EBITDAre and Core EBITDA
(In thousands)
 Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Net (loss) income$(104,802)$3,953 $(107,373)$(13,492)
Adjustments:
Depreciation and amortization84,892 82,690 169,916 165,310 
Interest expense36,431 26,545 70,854 52,318 
Income tax expense (benefit)464 (12,069)(1,180)(12,777)
Gain on sale of real estate(2,528)— (2,337)— 
Adjustment to reflect share of EBITDAre of partially owned entities3,085 6,215 5,968 9,413 
NAREIT EBITDAre(a)
$17,542 $107,334 $135,848 $200,772 
Adjustments:
Acquisition, cyber incident, and other, net27,235 5,663 34,382 15,738 
Loss on partially owned entities709 3,647 3,738 5,759 
Foreign currency exchange loss (gain)212 1,290 (246)965 
Stock-based compensation expense4,639 7,032 11,609 15,381 
Loss on debt extinguishment, modifications and termination of derivative instruments627 627 1,172 1,244 
Loss (gain) on other asset disposals289 76 709 (96)
Gain on extinguishment of New Market Tax Credit structure— (3,410)— (3,410)
Loss on deconsolidation of subsidiary contributed to LATAM joint venture— 4,148 — 4,148 
Reduction in EBITDAre from partially owned entities(3,085)(6,215)(5,968)(9,413)
Loss from discontinued operations, net of tax8,275 — 8,275 — 
Impairment of related party receivable21,972 — 21,972 — 
Loss on put option56,576 — 56,576 — 
Gain on sale of LATAM joint venture(304)— (304)— 
Core EBITDA$134,687 $120,192 $267,763 $231,088 

(a)During the three months ended June 30, 2023, managementincludedcertain 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 Three months ended June 30,Recasted
Six Months Ended June 30,
(in thousands)202220232022
NAREIT EBITDAre$102,460$134,414$193,702
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Reconciliation of Net Earnings to NAREIT EBITDAre and Core EBITDA
(In thousands)
 Three Months Ended March 31,
 2018 2017
Net (loss) income$(8,639) $4,384
Adjustments:   
Depreciation, depletion and amortization29,408
 29,408
Interest expense24,495
 27,727
Income tax expense(89) 1,494
Adjustment to reflect share of EBITDAre of partially owned entities557
 571
NAREIT EBITDAre$45,732
 $63,584
Adjustments:   
Severance and reduction in workforce costs (a)
11
 —
Terminated site operations cost—
 (3)
Non-offering related IPO expenses (b)
1,245
 —
Strategic alternative costs—
 842
Loss from partially owned entities139
 27
(Gain) loss on foreign currency exchange(680) 2,773
Stock-based compensation expense4,518
 587
Loss on debt extinguishment and modification21,385
 171
Gain on real estate and other asset disposals(137) (102)
Reduction in EBITDAre from partially owned entities(557) (571)
Core EBITDA$71,656
 $67,308


(a)Represents one-time severance from reduction in workforce costs associated with exiting or selling non-strategic warehouses.
(b)Represents one-time costs and professional fees associated with becoming a public company.

LIQUIDITY AND CAPITAL RESOURCES
OverviewThe Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company. Separate Consolidated Financial Statements of the Operating Partnership have not been presented in accordance with the amendments to Rule 3-10 of Regulation S-X. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the Consolidated Financial Statements of the Company, and management believes such summarized financial information would be repetitive and not provide incremental value to investors.
We currently expect that our principal sources of funding for working capital, facility acquisitions, business combinations, expansions, maintenance and renovation of our properties, developments projects, debt service and distributions to our shareholdersstockholders will include:
 
•current cash balances;
•cash flows from operations;
borrowings under •our 2018 Senior SecuredUnsecured Revolving Credit Facilities;Facility;
•our ATM Equity Programs; and
•other forms of secured or unsecured debt financings and equity offerings.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 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; and
•quarterly shareholderstockholder distributions.

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We expect to utilize the same sources of capital we will rely on to meet our short-term liquidity requirements to also meet our long-term liquidity requirements, which include funding our operating activities, our debt service obligations and shareholderstockholder distributions, and our future development and acquisition activities.

REIT Qualification
To maintain our qualificationWe are a well-known seasoned issuer with an effective shelf registration statement filed on March 17, 2023, which registered an indeterminate amount of common shares, preferred shares, depositary shares and warrants, as a REIT, we must make distributions to our common shareholders aggregating annually at least 90%well as debt securities of our REIT taxable income excluding capital gains. While historically we have satisfied this requirementthe Operating Partnership, which will be fully and unconditionally guaranteed by making cash distributions to our shareholders,us. As circumstances warrant, we may chooseissue equity securities from time to satisfy this requirement by making distributionstime on an opportunistic basis, dependent upon market conditions and available pricing. We may use the proceeds for general corporate purposes, which may include the repayment of other property, including, in limited circumstances, our own common shares. Cash flowsoutstanding indebtedness, the funding of development, expansion and acquisition opportunities and to increase working capital.

On March 17, 2023, we entered into an equity distribution agreement pursuant to which we may sell, from our operations, which are included in net cash provided by operating activities in our consolidated statementstime to time, up to an aggregate sales price of cash flows, were sufficient to cover distributions on$900.0 million of our common shares through an ATM equity program. Sales of our common stock made pursuant to the 2023 ATM Equity Program may 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
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on an exchange, or as otherwise agreed between the applicable Agent and us. Sales may also be made on a forward basis pursuant to separate forward sale agreements. We intend to use the net proceeds from sales of our then outstanding preferred sharescommon stock pursuant to the 2023 ATM Equity Program for general corporate purposes, which may include funding acquisitions and development projects. There was no activity under the three2023 ATM Equity Program during the six months ended March 31, 2018 and 2017.
As a result of this requirement, we cannot rely on retained earnings to fund our business needs to the same extent as other entities that are not REITs. If we do not have sufficient funds available to us from our operations to fund our business needs, we will need to find alternative ways to fund those needs. Such alternatives may include, among other things, divesting ourselves of temperature-controlled warehouses (whether or not the sales price is optimal or otherwise meets our strategic long-term objectives), incurring additional indebtedness or issuing equity securities in public or private transactions, the availability and attractiveness of the terms of which cannot be assured.
Security Interests in Customers’ ProductsJune 30, 2023.
By operation of law and in accordance with our customer contracts (other than leases), we typically receive warehouseman’s liens on products held in our warehouses to secure customer payments. Such liens permit us to take control of the products and sell them to third parties in order to recover any monies receivable on a delinquent account, but such products may be perishable or otherwise not readily saleablesalable by us. Historically, in instances where we have warehouseman’s liens and our customer sought bankruptcy protection, we have been successful in receiving “critical vendor” status, which has allowed us to fully collect on our accounts receivable during the pendency of the bankruptcy proceeding.
Our bad debt expense was $0.1$1.3 million and $0.2$2.5 million for the three months ended March 31, 2018June 30, 2023 and 2017,2022, respectively, and $2.0 million and $3.8 million for the six months ended June 30, 2023 and 2022, respectively. As of March 31, 2018,June 30, 2023, we maintained bad debt allowances of approximately $5.8$15.9 million, which we believed to be adequate.

Dividends and Distributions

We are required to distribute 90% of our taxable income (excluding capital gains) on an annual basis in order to continue to qualify as a REIT for federal income tax purposes. Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to stockholders from cash flows from our operating activities. While historically we have satisfied this distribution requirement by making cash distributions to our stockholders, we may choose to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our Board of Directors. We consider market factors and our performance in addition to REIT requirements in determining distribution levels. We have distributed at least 100% of our taxable income annually since inception to minimize corporate-level federal income taxes. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts which are consistent with our intention to maintain our status as a REIT.

As a result of this distribution requirement, we cannot rely on retained earnings to fund our ongoing operations to the same extent that other companies which are not REITs can. We may need to continue to raise capital in the debt and equity markets to fund our working capital needs, as well as potential developments in new or existing properties, acquisitions or investments in existing or newly created joint ventures. In addition, we may be required to use borrowings under our revolving credit facility, if necessary, to meet REIT distribution requirements and maintain our REIT status.





For further information regarding dividends and distributions, refer to our Consolidated Financial Statements included in our 2022 Annual Report on Form 10-K as filed with the SEC.
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61




Outstanding and Available Indebtedness
The following table presentssummarizes our outstanding and available indebtedness as of March 31, 2018 and December 31, 2017.  
June 30, 2023 (in thousands):
 Stated
maturity
date		 
Contractual
interest rate (5) 
 
Effective interest rate (6)
as of  March 31, 2018
 March 31, 2018 December 31, 2017
2010 Mortgage Loans
cross-collateralized and cross-defaulted by 46 warehouses:
     (In thousands)
Component A-11/2021 3.86% 4.40% $52,641
 $56,941
Component A-2-FX1/2021 4.96% 5.38% 150,334
 150,334
Component A-2-FL (1)
1/2021 L+1.51% 3.80% 48,654
 48,654
Component B1/2021 6.04% 6.48% 60,000
 60,000
Component C1/2021 6.82% 7.28% 62,400
 62,400
Component D1/2021 7.45% 7.92% 82,600
 82,600
2013 Mortgage Loans
cross-collateralized and cross-defaulted by 15 warehouses:		        
Senior note5/2023 3.81% 4.14% 192,654
 194,223
Mezzanine A5/2023 7.38% 7.55% 70,000
 70,000
Mezzanine B5/2023 11.50% 11.75% 32,000
 32,000
ANZ Term Loans secured by mortgages in properties owned by relevant subsidiaries:        
Australia Term Loan (2), (4)
6/2020 BBSY+1.40% 4.59% 156,046
 158,645
New Zealand Term Loan (3), (4)
6/2020 BKBM+1.40% 5.15% 31,834
 31,240
2018 Senior Secured Term A Facility (4) secured by stock pledge in qualified subsidiaries
1/2023 L+2.50% 4.90% $475,000
 $—
2015 Senior Secured Term Loan B Facility (4)
12/2022 L+3.75% 5.79% —
 806,918
Total principal amount of mortgage notes and term loans 1,414,163
 1,753,955
Less deferred financing costs      (15,611) (25,712)
Less debt discount      (325) (6,285)
Total mortgage notes and term loans, net of deferred financing costs and debt discount $1,398,227
 $1,721,958
          
2018 Senior Secured Revolving Credit
Facility secured by stock pledge in qualified subsidiaries (4) , (5)
1/2021 L+2.50% n/a $—
 $—
Construction Loan:         
Warehouse Clearfield, UT secured by mortgage (4)
2/2019 
LIBOR + 3.25%
or prime rate + 2.25%
 5.18% $—
 $19,671
Less deferred financing costs      —
 (179)
       $—
 $19,492
Debt Summary:
Fixed rate(1)
$2,601,975 
Variable rate - unhedged723,436 
Total mortgage notes, senior unsecured notes, term loans and borrowings under revolving line of credit3,325,411 
(1)Sale-leaseback financing obligationsComponent A-2-FL of the 2010 Mortgage Loans has a variable interest rate equal to one-month LIBOR plus 1.51%, with one-month-LIBOR subject to a floor of 1.00% per annum. In addition, we maintain an interest rate cap on the variable rate tranche that caps one-month LIBOR at 6.0%. The variable interest rate at March 31, 2018 was 3.39% per annum.166,654 
Financing lease obligations76,502 
Total debt and debt-like obligations$3,568,567 
(2)Percent of total debt and debt-like obligations:
As of March 31, 2018, the outstanding balance was AUD$203.0 million and the variable interest
Fixed rate was 3.28% per annum (1.88% BBSY plus 1.40% margin) of which 75% is fixed via an interest80 %
Variable rate swap at 4.06% per annum (2.66% BBSY plus 1.40% margin).20 %
(3)
As of March 31, 2018, the outstanding balance was NZD$44.0 million and the variableEffective interest rate was 3.33% per annum (1.93% BKBM plus 1.40% margin), of which 75% is fixed via an interest rate swap at 4.93% per annum (3.53% BKBM plus 1.40% margin).

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(4)References in this table to LIBOR are references to one-month LIBOR and references to BBSY and BKBM are to Australian Bank Bill Swap Bid Rate and New Zealand Bank Bill Reference Rate, respectively.
(5)Unused line, letter of credit and financing fees increase the stated interest rate.
(6)The effective interest rate includes effects of amortization of the deferred financing costs and debt discount. The weighted average effective interest rate for total debt was 5.39% and 5.68% as of March 31, 2018 and December 31, 2017, respectively.June 30, 20234.21 %
2018 Senior Secured Credit Facilities
On December 26, 2017, we closed into escrow on our 2018 Senior Secured Credit Facilities, consisting of a five-year, $525.0 million Senior Secured Term Loan A Facility and a three-year, $400.0 million 2018 Senior Secured Revolving Credit Facility. Our 2018 Senior Secured Credit Facilities also have an additional $400.0 million accordion option. Our 2018 Senior Secured Revolving Credit Facility has a one-year extension option subject to certain conditions. We used the net proceeds from the IPO transactions, together(1)The total includes borrowings with $517.0 million of net proceeds from our Senior Secured Term Loan A Facility, to repay the entire $806.9 million aggregate principal amount of indebtedness outstanding under our Senior Secured Term Loan B Facility plus accrued and unpaid interest, to repay $20.9 million of indebtedness outstanding under our Clearfield, Utah and Middleboro, Massachusetts construction loans, and for working capital.    
On February 6, 2018, we amended the credit agreement with the lenders of our 2018 Senior Revolving Credit Facility (the 2018 Credit Agreement) to increase the aggregate revolving credit commitments on this facility by $50.0 million to $450.0 million. Concurrently, we utilized cash on hand to repay $50.0 million on our Senior Secured Term Loan A facility. As a result of these modifications, our total aggregate commitments under its 2018 Senior Credit Facilities remain unchanged at $925.0 million.
Borrowings under our 2018 Senior Secured Credit Facilities bear interest, at our election, at the then-applicable margin plus an applicable LIBOR or base rate interest rate. The base rate is the greatest of the bank prime rate, the one-month LIBOR rate plus one percent or the federal funds rate plus one-half of one percent. The applicable margin varies between (i) in the case of LIBOR-based loans, 2.35% and 3.00% and (ii) in the case of base rate loans, 1.35% and 2.00%, in each case, based on changes in our total leverage. In addition, any undrawn portion of our 2018 Senior Secured Revolving Credit Facility will be subject to an annual 0.30% commitment fee at times that we are utilizing at least 50% of our outstanding revolving credit commitments or an annual 0.40% commitment fee at times that we are utilizing less than 50% of our revolving credit commitments, in each case, based upon the actual daily unused portion of our 2018 Senior Secured Revolving Credit Facility.
At the completion of the IPO, borrowings under our 2018 Senior Secured Credit Facilities bore interest at a floating rate of one-month LIBOR plus 2.50%. In addition, we applied approximately $33.6 million of our 2018 Senior Secured Revolving Credit Facility to backstop certain outstanding letters of credit.
Our operating partnership is the borrower under our 2018 Senior Secured Credit Facilities, which are guaranteed by our company and certain eligible subsidiaries of our operating partnership and secured by a pledge in the stock of certain subsidiaries of our operating partnership. Our 2018 Senior Secured Revolving Credit Facility is structured to include a borrowing base, which will allow us to borrow against the lesser of our Senior Secured Term Loan A Facility balance outstanding and $450.0 million in revolving credit commitments, and the value of certain owned real estate assets, ground, capital and operating leased assets, with credit given for income from third-party managed warehouses. At March 31, 2018, the gross value of our assets included in the calculations under our 2018 Credit Agreement, was in excess of $1.8 billion, and had an effective borrowing base collateral value (after concentration limits and advance rates as calculated under the terms of our 2018 Credit Agreement) in excess of $1.1 billion.

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Our 2018 Senior Secured Credit Facilities contain representations, covenants and other terms customary for a publicly traded REIT. In addition, our 2018 Senior Secured Credit Facilities contain certain financial covenants, as defined in the credit agreement, including:
a maximum leverage ratio of less than or equal to 60% of our total asset value;
a minimum borrowing base coverage ratio of greater than or equal to 1.00 to 1.00;
a minimum pro forma fixed charge coverage ratio of greater than or equal to 1.40 to 1.00 increasing to 1.50 to 1.00 in the first quarter of 2018;
a minimum borrowing base debt service coverage ratio of greater than or equal to 2.00 to 1.00;
a minimum tangible net worth requirement of greater than or equal to $900 million plus 70% of any future net equity proceeds following the completion of the IPO transactions; and
a maximum recourse secured debt ratio of less than or equal to 20% of our total asset value.
Our 2018 Senior Secured Credit Facilities are fully recourse to our operating partnership.
ANZ Loans
In June 2015, we entered into syndicated facility agreements in each of Australia and New Zealand, which we refer to collectively as the ANZ Loans, and separately as the Australian term loan and the New Zealand term loan. The ANZ Loans are non-recourse to us and our U.S. subsidiaries.
The Australian term loan is an AUD$203.0 million five-year syndicated facility. The $151.1 million net proceeds that we borrowed under this facility were used to repay the AUD$19.0 million mortgage loan on one of our facilities, return AUD$30.0 million of capital to our domestic subsidiary owning the equity of our Australian subsidiary, repay an intercompany loan totaling CAD$47.6 million, and return AUD$70.0 million to the United States in the form of a long-term intercompany loan and working capital. This facility is secured by our owned real property and equity of certain of our Australian subsidiaries and bears interest at a floating rate of Australian Bank Bill Swap Bid Rate plus 1.4%. The Australian term loan is fully prepayable without penalty.
The New Zealand term loan is a NZD$44.0 million five-year syndicated facility. The $29.3 million net proceeds that we borrowed under this facility were used to repay an intercompany loan plus interest totaling NZD$28.3 million, make a NZD$14.3 million dividend, and fund working capital. The facility is secured by our owned real property, leased assets and equity of certain of our New Zealand subsidiaries, and bears interest at a floating rate of New Zealand Bank Bill Swap Bid Rate plus 1.4%. The New Zealand term loan is fully prepayable without penalty.
As part of the ANZ Loans, we entered into interest rate swaps to effectively fix the interest rates on 75% of the notional balances.
2013 Mortgage Loans
On May 1, 2013, we entered into a mortgage financing in an aggregate principal amount of $322.0 million, which we refer to as the 2013 Mortgage Loans. The debt consists of a senior debt note and two mezzanine notes. The components are cross-collateralized and cross-defaulted. The senior debt note requires monthly principal payments. The mezzanine notes require no principal payments until the stated maturity date in May 2023. The interest rates on the notes are fixed and range from 3.81% to 11.50% per annum. The senior debt note and the two mezzanine notes remain subject to yield maintenance provisions. We used the net proceeds of these loans to refinance certain of the 2006 Mortgage Loans, as described below, acquire two warehouses, and fund general corporate purposes.

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The 2013 Mortgage Loans are collateralized by 15 warehouses. The terms governing the 2013 Mortgage Loans require us to maintain certain cash amounts in accounts that are restricted as to their use for the respective warehouses. As of March 31, 2018, the amount of restricted cash associated with the 2013 Mortgage Loans was $3.5 million. Additionally, if we do not maintain certain financial thresholds, including a debt service coverage ratio of 1.10x, the cash generated will further be temporarily restricted and limited to the use for scheduled debt service and operating costs. The debt service coverage ratio as of March 31, 2018 was 1.71x. The 2013 Mortgage Loans are non-recourse to us subject to customary non-recourse carve-outs.
2010 Mortgage Loans
On December 15, 2010, we entered into a mortgage financing in an aggregate principal amount of $600.0 million, which we refer to as the 2010 Mortgage Loans. The debt includes six separate components, which are comprised of independent classes of certificates and seniority. The components are cross-collateralized and cross-defaulted. No principal payments are required on five of the six components until the stated maturity date in January 2021, and one component requires monthly principal payments of $1.4 million. Interest is payable monthly in an amount equal to the aggregate interest accrued on each component. The interest rates on five of the six components are fixed, and range from 3.86% to 7.45% per annum. One component has a variable interest rate equal to one-month LIBOR plus 1.51%, with one-month-LIBOR subject to a floor of 1.00% per annum. In addition, we maintain anthat have been effectively hedged through interest rate capswaps.
The variable rate debt shown above bears interest at interest rates based on various one-month SOFR, CDOR, SONIA, BBSW, EURIBOR, and BKBM rates, depending on the variable rate tranche that caps one-month LIBOR at 6.0%. respective agreement governing the debt, including our global revolving credit facilities. As of June 30, 2023, our debt had a weighted average term to maturity of approximately 5.6 years, assuming exercise of extension options.
For further information regarding outstanding indebtedness, please see Note 4 and Note 5 to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and Note 9 to our Consolidated Financial Statements included in our 2022 Annual Report on Form 10-K as filed with the SEC.
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Aggregate Future Repayments of Indebtedness
The fair valueaggregate maturities of indebtedness as of June 30, 2023 for each of the next five years and thereafter, are as follows (in thousands):
Twelve Months Ending June 30:
2024$—
2025—
2026200,000
20271,098,436 
2028458,800
Thereafter1,568,175
Aggregate principal amount of indebtedness3,325,411
Less: unamortized deferred financing costs(11,848)
Total indebtedness, net of deferred financing costs$3,313,563
CreditRatings
Our capital structure and financial practices have earned us investment grade credit ratings from three nationally recognized credit rating agencies. We have investment grade ratings of BBB with a negative outlook from Fitch, BBB with a Stable Trends outlook from DBRS Morningstar, and an investment grade rating of Baa3 with a stable outlook from Moody’s. These credit ratings are important to our ability to issue debt at favorable rates of interest, rate cap was nominal at March 31, 2018. The floating rate interest component is pre-payable anytime without penalty; however, the fixed rate components remain subjectamong other terms. Refer to yield maintenance provisions. We used the net proceeds of these loans to refinance existing term loans, fund the acquisition of the acquired Versacold entities, and for general corporate purposes.our risk factor “Adverse changes in our credit ratings could negatively impact our financing activity” in our Annual Report on Form 10-K.
The 2010 Mortgage Loans were initially collateralized by 53 warehouses. In November 2014, we sold one of the warehouses collateralizing the 2010 Mortgage Loans for $9.5 million, and $6.0 million of the proceeds were used to pay down the 2010 Mortgage Loans. In 2015, we sold three warehouses for $9.4 million, and $6.1 million of the proceeds were used to pay down the 2010 Mortgage Loans. In 2017, we used a portion of the net proceeds from incremental borrowings under our Existing Senior Secured Term Loan B Facility to pay down $26.2 million of the 2010 Mortgage Loans. As a result, two warehouses were transferred from the collateral base of the 2010 Mortgage Loans to the Existing Senior Secured Revolving Credit Facility borrowing base, and one was released and positioned for sale. The terms governing the 2010 Mortgage Loans require us to maintain certain cash amounts in accounts that are restricted as to their use for the respective warehouses. As of March 31, 2018, the amount of restricted cash associated with the 2010 Mortgage Loans was $13.8 million. Additionally, if we do not maintain certain financial thresholds, including a debt service coverage ratio of 1.50x, the cash generated will further be temporarily restricted and limited to the use for scheduled debt service and operating costs. The debt service coverage ratio as of March 31, 2018 was 3.0x. The 2010 Mortgage Loans are non-recourse to us subject to customary non-recourse carve-outs.
Recurring Maintenance Capital Expenditures and Repair and Maintenance Expenses
We utilize a strategic and preventative approach to recurring 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.

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Recurring Maintenance Capital Expenditures
Recurring maintenanceMaintenance capital expenditures are capitalized investments 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 systems. Examples of recurring maintenance capital expenditures related to our existing temperature-controlled warehouse network include replacing roofs replacingand refrigeration equipment, re-rackingand upgrading our warehouses, and implementing energy efficiency projects, such as LED lighting, motion-sensor technology, variable frequency drives for our fans and compressors, third-party tune-ups and real-time monitoring of energy consumption, rapid-close doors and alternative-power generation technologies.racking systems. Examples of recurring maintenance capital expenditures related to personal property include expenditures on material handling equipment (e.g., fork lifts and pallet jacks) and related batteries. Examples of recurring maintenance capital expenditures related to information technology include expenditures on existing servers, networking equipment and current software. Maintenance capital expenditures do not include acquisition costs contemplated when underwriting the purchase of a building or costs which are incurred to bring a building up to Americold’s operating standards. The following table sets forth our recurring maintenance capital expenditures for the three and six months ended March 31, 2018June 30, 2023 and 2017. 2022. 
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Three Months Ended March 31,Three Months Ended June 30,Six Months Ended June 30,
2018 20172023202220232022
(In thousands, except per cubic foot amounts)(In thousands, except per cubic foot amounts)
Real estate$5,809
 $5,143
Real estate$20,430 $17,825 $35,329 $31,689 
Personal property252
 347
Personal property1,367 1,457 1,692 2,431 
Information technology322
 415
Information technology793 836 1,813 2,104 
Total recurring maintenance capital expenditures$6,383
 $5,905
Maintenance capital expenditures(1)
Maintenance capital expenditures(1)
$22,590 $20,118 $38,834 $36,224 
   
Total recurring maintenance capital expenditures per cubic foot$0.007
 $0.006
Maintenance capital expenditures per cubic footMaintenance capital expenditures per cubic foot$0.015 $0.014 $0.026 $0.025 

(1) Excludes $0.3 million and $9.2 million of deferred acquisition maintenance capital expenditures incurred for the three months ended June 30, 2023 and 2022, respectively. Excludes $0.6 million and $11.0 million of deferred acquisition maintenance capital expenditures incurred for the six months ended June 30, 2023 and 2022, respectively.
Repair and Maintenance Expenses

We incur repair and maintenance expenses that include costs of normal maintenance and repairs and minor replacements that do not materially extend the life of the property or provide future economic benefits. Repair and maintenance expenses consist of expenses related to our existing temperature-controlled warehouse network and its existing supporting personal property and are reflected as operating expenses on our income statement.Condensed Consolidated Statement of Operations. Examples of repair and maintenance expenses related to our warehouse portfolio include ordinary repair and maintenance on roofs, racking, walls, doors, parking lots and refrigeration equipment. Examples of repair and maintenance expenses related to personal property include ordinary repair and maintenance expenses on material handling equipment (e.g., fork lifts and pallet jacks) and related batteries. The increase in costs is due to rising inflationary pressures. The following table sets forth our repair and maintenance expenses for the three and six months ended March 31, 2018June 30, 2023 and 2017.2022.
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(In thousands, except per cubic foot amounts)
Real estate$12,304 $10,288 $21,106 $19,131 
Personal property17,096 13,809 37,061 28,255 
Repair and maintenance expenses$29,400 $24,097 $58,167 $47,386 
Repair and maintenance expenses per cubic foot$0.020 $0.016 $0.039 $0.032 
 Three Months Ended March 31,
2018 2017
 (In thousands, except per cubic foot amounts)
Real estate$5,197
 $5,316
Personal property7,992
 7,295
Total repair and maintenance expenses$13,189
 $12,611
    
Repair and maintenance expenses per cubic foot$0.014
 $0.013
External Growth, Expansion and ExpansionDevelopment Capital Expenditures
GrowthExternal growth expenditures represent asset acquisitions or business combinations. Expansion and expansiondevelopment capital expenditures are capitalized investments made to support both our customers and our warehouse expansion and development initiatives and enhanceinitiatives. It also includes investments in enhancing our information technology platform.

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Examples of growth and expansion capital expenditures associated with expansion and development initiatives include funding of construction costs, increases to warehouse capacity and pallet positions, and acquisitions of reusable incremental material handling equipment.equipment, and implementing energy efficiency projects, such as thermal energy storage, LED lighting, motion-sensor technology, variable frequency drives for our fans and compressors, rapid-close doors and alternative-power generation technologies. Examples of growth and expansion capital expenditures to enhance our information technology platform include expenditures related to the delivery of new systems and software and customer interface functionality.
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Acquisitions
For information regarding acquisitions completed during 2022, refer to our 2022 Annual Report on Form 10-K which includes details of the purchase price allocation for each acquisition.
Expansion and development
The expansion and development expenditures for the six months ended June 30, 2023 are primarily driven by $5.6 million related to our two fully-automated, build-to-suit, development sites in Connecticut and Pennsylvania, $9.5 million for the Spearwood, Australia expansion, $7.7 million related to our Russellville, Arkansas expansion and $5.5 million related to our Atlanta Major Market Strategy - Phase 2. During the six months ended June 30, 2023, we also incurred capitalized interest of $7.1 million and capitalized insurance, property taxes, and compensation and travel expense aggregating to $3.5 million related to our ongoing expansion and development projects.
Expansion and development initiatives also include $4.8 million of corporate initiatives and smaller customer driven growth projects, which are designed to reduce future spending over the course of time. This category reflects return on investment projects, conversion of leases to owned assets, and other cost-saving initiatives. Finally, we incurred approximately $5.0 million during the six months ended June 30, 2023 for contemplated future expansion or development projects.
Asset acquisitions of $20.1 million includes the cost to purchase a certain facility that was previously leased.
The decrease in costs from the six months ended June 30, 2022 to the six months ended June 30, 2023 is due to fewer outstanding expansion and development projects as compared to the prior year.
The following table sets forth our growthacquisition, expansion and expansiondevelopment capital expenditures for the three and six months ended March 31, 2018June 30, 2023 and 2017.2022.
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
(In thousands)
Business combinations$40,743 $(209)$40,743 $(812)
Asset acquisitions20,081 6,876 20,081 6,876 
Expansion and development initiatives19,567 46,770 48,290 105,291 
Information technology1,721 1,020 3,334 1,761 
Growth and expansion capital expenditures$82,112 $54,457 $112,448 $113,116 
 Three Months Ended March 31,
2018 2017
 (In thousands)
Expansion and development initiatives$18,236
 $37,152
Information technology800
 1,431
Total growth and expansion capital expenditures$19,036
 $38,583


Historical Cash Flows
 Six Months Ended June 30,
 20232022
(In thousands)
Net cash provided by operating activities$82,768 $133,242 
Net cash used in investing activities$(162,674)$(191,960)
Net cash provided by financing activities$76,513 52,219 
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 Three Months Ended March 31,
 2018 2017
 (In thousands)
Net cash provided by operating activities$50,361
 $45,684
Net cash used in investing activities(27,919) (52,240)
Net cash provided by (used in) financing activities121,087
 (11,301)

Operating Activities
For the threesix months ended March 31, 2018,June 30, 2023, our net cash provided by operating activities was $50.4$82.8 million, an increasea decrease of $4.7$50.5 million, or 10.2%, compared to $45.7$133.2 million for the threesix months ended March 31, 2017.June 30, 2022. The decrease is primarily due to the payment of the annual bonus accrual in 2023, which did not occur in 2022. Additionally, the Cyber Incident limited our ability to collect billings. This change is mainly attributable towas partially offset by the impact of improved NOI as a 7.0%, increaseresult of rate increases and improvements in our operating segments contribution, a favorable changes in working capital, and $3.2 million less cash paid for interest during the first quarter of 2018, with $23.1 million interest paid for the three months ended March 31, 2018 compared to $26.3 million paid for the three months ended March 31, 2017.economic occupancy.
Investing Activities


Our net cash used in investing activities was $27.9$162.7 million for the threesix months ended March 31, 2018June 30, 2023 compared to net$192.0 million for the six months ended June 30, 2022. Additions to property, buildings and equipment were $128.0 million, reflecting maintenance capital expenditures and investments in our various expansion and development projects. Additionally, we purchased the remaining outstanding equity ownership of the Comfrio joint venture for $40.7 million and completed a lease buyout for a facility for $20.1 million. Finally, we invested $18.5 million in a loan to the Comfrio joint venture, which was subsequently impaired, as well as 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.
Net cash used in investing activities of $52.2was $192.0 million for the threesix months ended March 31, 2017. AdditionsJune 30, 2022 related to cash used for additions to property, plant,buildings and equipment of $28.3$181.7 million, accountedreflecting maintenance capital expenditures and investments in our various expansion and development projects. Additionally, we invested $6.9 million in acquisitions of property, buildings and equipment for the usebuyout of cash in investing activities and included outlays mainly associated with construction in progress and expansion of certain warehouse facilitiesa previously leased facility. Finally, we invested $4.4 million in the United States. Net proceedsformation of $0.4 million from the sale of fixed assets partially offsetLATAM joint venture and capital contributions to the additions to property, plant and equipment.SuperFrio joint venture.
Financing Activities
Net cash provided by financing activities was $121.1$76.5 million for the threesix months ended March 31, 2018June 30, 2023 compared to net cash used in financing activities of $11.3$52.2 million for the threesix months ended March 31, 2017.June 30, 2022. Cash provided by financing activities for the current period primarily consisted of $525.0$219.7 million received in connection with the issuance of our Senior Secured Term Loan A Facility, and $493.6 million net proceeds from the IPO. These cash inflows were partiallyour Senior Unsecured Revolving Credit Facility, net of repayments, offset by $806.9 million paid to extinguish our Senior Secured Term Loan B facility, $50.0 million prepayment on our Senior Secured Term Loan A Facility, $28.5$119.8 million of repayments on mortgage notes, construction loans and lease obligations, $8.7 million paid for debt issuance costs

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associated with the issuance of our Senior Secured Term Loan A Facility, and $3.2 million of stub periodquarterly dividend distributions paid to both preferred and common shareholders$24.4 million aggregate lease repayments.
Net cash provided by financing activities was $52.2 million for the six months ended June 30, 2022. Cash provided by financing activities primarily consisted of record as$198.3 million in net proceeds from our Senior Unsecured Revolving Credit Facility, offset by $119.5 million of the day prior to the IPO effective date.quarterly dividend distributions paid.
Contractual Obligations
The following table summarizes our contractual obligations as of March 31, 2018:
 Payments due by period
 Total 
Less than 1
Year
 1-3 Years 3-5 Years 
More than 5
Years
Principal on mortgage and term loans$1,414,163
 $24,069
 $640,155
 $489,483
 $260,456
Interest on mortgage and term loans (1)
243,049
 71,539
 114,184
 54,806
 2,520
Sale leaseback financing obligations (2)
232,572
 16,638
 33,949
 35,188
 146,797
Capital lease obligations, including interest44,022
 11,478
 17,384
 8,846
 6,314
Operating leases108,446
 31,463
 48,558
 11,093
 17,332
Total (3), (4)
$2,042,252
 $155,187
 $854,230
 $599,416
 $433,419
(1)Interest payable is based on interest rates in effect at March 31, 2018. Amounts include variable-rate interest payments, which are calculated utilizing the applicable interest rates as of March 31, 2018.
(2)Sale leaseback financing obligations are subject to multiple expiration dates and bear interest rates that vary from 7.0% to 19.6%.
(3)The table above excludes $0.8 million of estimated tax exposures, including interest and penalties, related to positions taken on U.S. federal and state income tax returns for our TRSs as of March 31, 2018.
(4)The table also excludes $2.4 million aggregate fair value as of March 31, 2018 of two interest rate swap agreements expiring in June 2020.

Off-Balance Sheet Arrangements
As of March 31, 2018, we had no material off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
CRITICALSIGNIFICANT ACCOUNTING POLICIES UPDATE
See Note 2Refer to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.10-K for a discussion of our critical accounting estimates and assumptions.
NEW ACCOUNTING PRONOUNCEMENTS
 
See Note 21 to our condensed consolidated financial statementsCondensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk


Interest Rate Risk
Our future income and cash flows relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates.
As of March 31, 2018,June 30, 2023, we had $570.6$645.0 million of outstanding USD-denominated variable-rate debt. Approximately $523.7debt and $250.0 million of thisoutstanding CAD-denominated variable-rate debt under the Senior Unsecured Term Loan Facility. This consisted of certain mortgage notes, construction loans and our Senior SecuredUnsecured Term Loan A Facility bearing interest at one-month LIBORSOFR for the USD tranche and one-month CDOR for the CAD tranche, plus a margin ranging from 1.51%of up to 2.50% and,0.94%. We have entered into interest rate swaps to effectively lock in the casefloating rates on all of our USD-denominated term loan at a weighted average rate of 4.39% and $250.0 million of our outstanding CAD-denominated term loan at a weighted average rate of 4.53%. After incorporating the effects of the certain mortgage notes subject to a 1.0% LIBOR floor. The majorityinterest rate swaps, we have no outstanding variable-rate term loan debt.
Additionally, we had C$35.0 million, £78.0 million, A$156.0 million, $432.0 million USD, €49.5 million, and $13.0 million NZD outstanding of the remaining variable rate debt is related to our AustralianSenior Unsecured Revolving Credit Facility draws. At June 30, 2023, one-month term and New Zealand entities and bears interest at variable rates determined by reference to the Australian Bank Bill Swap Bid Rate (BBSY) and the New Zealand Bank Bill Reference Rate (BKBM)daily SOFR was approximately 5.05%, respectively, plus, in each case, 1.4%. At March 31, 2018, one-month LIBORCDOR was approximately 5.25%, one-month SONIA was at 4.93%, one-month AUD BBSW was approximately 1.88%4.16%, thereforeone-month EURIBOR was approximately 3.42%, and one-month BKBM was approximately 5.66%. The interest rate paid on borrowings can never drop below 0%, although the associated benchmark rate does. Therefore, a 100 basis point increase in market interest rates would result in an increase in annual interest expense to service our variable-rate debt of approximately $5.8 million. A$7.2 million, and a 100 basis point decrease in market interest rates would result in only a $5.7$7.2 million decrease in annual interest expense to service our variable-rate debt.expense.
Foreign Currency Risk
OurAs it relates to the currency of countries where we own and operate warehouse facilities and provide logistics services, our foreign currency risk exposure at March 31, 2018 hasJune 30, 2023 was not materially changed from thatdifferent than what we disclosed in our 2022 Annual Report on Form 10-K foras filed with the year ended December 31, 2017.SEC. The information concerning market risk in Item 7A under the caption “Quantitative and Qualitative Disclosures about Market Risk” of our 2022 Annual Report on Form 10-K, for the year ended December 31, 2017, is hereby incorporated by reference in this report.Quarterly Report on Form 10-Q.


Item 4. Controls and Procedures
Evaluation of Controls and Procedures
As discussed in Note 1 of the notes to the Condensed Consolidated Financial Statements in this Form 10-Q, and as previously disclosed on April 26, 2023, we began to receive evidence that our computer network was affected by a cybersecurity incident. Our investigation of the circumstances that led to this incident and resulting impact on our internal controls over financial reporting (ICFR) is ongoing at this point in time. As part of the Company’s overall plan to address the cybersecurity incident, actions were taken in the second quarter of 2023 and are continuing to be taken in the third quarter of 2023 to improve our IT general controls environment.

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The Company is conducting a thorough review of the cybersecurity incident. We will consider the outcome of this work as we complete our evaluation. In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2018.June 30, 2023.
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 does not expect that our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control over Financial Reporting
As a result of the cybersecurity incident, we performed additional tests of controls and manual compensating controls. There werehas been no changeschange in our internal control over financial reporting identified in management’sconnection with the evaluation pursuant to Rules 13a-15(d) or 15d-15(d)required by paragraph (d) of the Exchange Act Rules 13a-15 or 15d-15 that occurred during the period covered by this

62


Quarterly Report on Form 10-Qour last fiscal quarter that has materially affected, or areis reasonably likely to materially affect, our internal control over financial reporting.reporting
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PART II - OTHER INFORMATION


Item 1. Legal Proceedings
From time to time, we may be party to a variety of legal proceedings arising in the ordinary course of our business. We are not a party to, nor is any of our property a subject of, any material litigation or legal proceedings or, to the best of our knowledge, any threatened litigation or legal proceedings which, in the opinion of management, individually or in the aggregate, would have a material impact on our business, financial condition, liquidity, results of operations and prospects.
See Note 8 - Commitments and Contingencies to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for information regarding material legal proceedings in which we are involved.

Item 1A. Risk Factors
There have been no material changes fromInvesting in our common shares involves risks and uncertainties. You should consider and read the information contained in our 2022 Annual Report on Form 10-K, including the risk factors disclosedidentified in Item 1A of Part I thereof (Risk Factors) and the risk factor identified below. Any of the risks discussed in our 2022 Annual Report on Form 10-K, our Quarterly Report on Form 10-Q, 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.
The following risk factor provides a supplement and update to the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.2022 in response to Item 1A of Part I of such Form 10-K, in order to provide information regarding a recent cybersecurity incident.

•A failure of our information technology systems, cybersecurity attacks or a breach of our information security systems, networks or processes could cause business disruptions and the loss of confidential information and may materially adversely affect our business.

We rely extensively on our computer systems to process transactions, operate and manage our business. Despite efforts to avoid or mitigate such risks, external and internal risks, such as malware, ransomware, insecure coding, data leakage and human error pose direct threats to the stability and effectiveness of our information technology systems. The failure of our information technology systems to perform as anticipated, and the failure to integrate disparate systems effectively or to collect data accurately and consolidate it a useable manner efficiently could adversely affect our business through transaction errors, billing and invoicing errors, processing inefficiencies or errors and loss of sales, receivables, collections and customers, in each case, which could result in reputational damage and have an ongoing adverse effect on our business, results of operation and financial condition.
We may also be subject to cybersecurity attacks and other intentional hacking. These attacks could include attempts to gain unauthorized access to our data and computer systems. In particular, as discussed further below, our operations have been, and may in the future be, subject to ransomware or cyber-extortion attacks, which could significantly disrupt our operations. Generally, such attacks involve restricting access to computer systems or vital data. We employ a number of measures to prevent, detect and mitigate these threats, which include password protection, frequent password changes, firewall detection systems, frequent backups, a redundant data system for core applications and annual penetration testing; however, there is no guarantee such efforts will be successful in preventing a cybersecurity attack. A cybersecurity attack or breach could compromise the confidential information of our associates, customers and vendors. A successful attack could result in service interruptions,
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operational difficulties, loss of revenue or market share, liability to our customers or others, diversion of corporate resources and injury to our reputation and increased costs. In such cases, we may have to operate manually, which may result in considerable delays in our handling of and damage to perishable products or interruption to other key business processes. Addressing such issues could prove difficult or impossible and be very costly. Responding to claims or liability could similarly involve substantial costs. In addition, our customers rely extensively on computer systems to process transactions and manage their business and thus their businesses are also at risk from, and may be impacted by, cybersecurity attacks. An interruption in the business operations of our customers or a deterioration in their reputation resulting from a cybersecurity attack could indirectly impact our business operations.

Our computer network has been subjected to cyber attacks from time to time. We previously suffered a cyber attack in November 2020 and more recently identified a separate cyber incident in April 2023. In late April 2023, we determined that our information technology system had experienced a cybersecurity incident. We immediately implemented containment measures and took operations offline to secure our systems and reduce disruption to our business and customers. We have launched a review of the nature and scope of the incident, are working closely with cybersecurity experts and legal counsel, and have reported the matter to law enforcement.

As a result of the April 2023 cyber incident, our operations have been impacted. In particular, the incident resulted in a significant number of our facilities being unable to receive or deliver products for a period of time. Such operational impacts have resulted considerable delays in the delivery of our products to our customers or interruption to other key business processes.

While our full investigation into the April 2023 cyber incident is still ongoing, our initial examination revealed unauthorized access to personal information. We are currently working to identify populations of impacted individuals in order to make notifications to impacted individuals and to regulators, in accordance with applicable law. As a result of this unauthorized access, we may be subject to subsequent investigations, claims or actions in addition to other costs, fines, penalties, or other obligations related to impacted data. In addition, the misuse, or perceived misuse, of sensitive or confidential information regarding our business could cause harm to our reputation and result in the loss of business with existing or potential customers, which could adversely impact our business, results of operations and financial condition.

Based on the information currently known, we cannot yet determine whether the April 2023 cybersecurity attack will have a material impact on our business, results of operations or financial condition, and no assurances can be given as we continue to assess the full impact from the incident. We may also be subject to future incidents that could have a material adverse effect on our business, results of operations or financial condition or may result in operational impairments and financial losses, as well as significant harm to our reputation.
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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
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Item 3. Defaults uponUpon Senior Securities    
None.

Item 4. Mine Safety Disclosures
Information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.None.

Item 5. Other Information
On May 15, 2018,During the Compensation Committeethree months ended June 30, 2023, none of the Company’s Boarddirectors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Trustees (the “Committee”) took certain actions relatingCompany securities that was intended to satisfy the compensationaffirmative defense conditions of Marc Smernoff, the Company’s Chief Financial Officer and Executive Vice President. The Committee approved an increase in Mr. Smernoff’s annual base salary to $525,000 from $450,000, effective as of May 15, 2018. The Committee also approved an agreement with Mr. Smernoff pursuant to which the Company will pay Mr. Smernoff a one-time cash payment of $100,000 (the “Special Bonus”) and relocation expenses upon the relocation of Mr. Smernoff’s family to the Atlanta, Georgia metropolitan area. The relocation expenses are subject to repayment pursuant to the Company’s relocation policy. In addition, if Mr. Smernoff’s family does not remain in the Atlanta, Georgia metropolitan area for at least one year, Mr. Smernoff will be required to repay 100% of the Special Bonus, and if Mr. Smernoff’s family remains in the Atlanta, Georgia metropolitan area for at least one year but less than two years, Mr. Smernoff will be required to repay 50% of the Special Bonus.

Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.
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Item 6. Exhibits
Index to Exhibits
Exhibit No.Description
10.1
31.1

First Amendment to Shareholders Agreement, dated March 8, 2018, by and among the Company and the shareholders of the Company signatories thereto
10.2#
Form of Annual Trustee Restricted Stock Unit Agreement
10.3#
Form of Retention Restricted Stock Unit Agreement
10.4#
Form of Performance Restricted Stock Unit Agreement
10.5#
Letter Agreement, dated May 11, 2018, by and between the Company and Marc Smernoff
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
- Americold Realty Trust
31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
- Americold Realty Trust
32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
- Americold Realty Trust
32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
- Americold Realty Trust
95.1
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act
101.INS101 
The following financial statements of Americold Realty Trust’s Form 10-Q for the quarter ended June 30, 2023, formatted in XBRL Instance Documentinteractive data files: (i) Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022; (ii) Condensed Consolidated Income Statements for the three and six months ended June 30, 2023 and 2022; (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022; (iv) Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2023 and 2022; (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022; and (vi) Notes to Condensed Consolidated Financial Statements.
101.SCH104 
Cover Page Interactive Data File (formatted as Inline XBRL Taxonomy Extension Schema Documentand contained in Exhibit 101).
101.CAL
XBRL Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
# This document has been identified as a management contract or compensatory plan or arrangement.
72




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



AMERICOLD REALTY TRUST, INC.
(Registrant)
Date:August 3, 2023AMERICOLD REALTY TRUST
By:(Registrant)
Date:May 15, 2018By:/s/ Marc J. Smernoff
Name:Marc J. Smernoff
Title:Chief Financial Officer, Treasurer and Executive Vice President
(On behalf of the registrant and as principal financial officer)