Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-34723 | |
Entity Registrant Name | AMERICOLD REALTY TRUST, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 93-0295215 | |
Entity Address, Address Line One | 10 Glenlake Parkway, | |
Entity Address, Address Line Two | Suite 600, South Tower | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30328 | |
City Area Code | 678 | |
Local Phone Number | 441-1400 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | COLD | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 270,254,951 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001455863 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Period | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, buildings and equipment: | ||
Property, buildings and equipment - gross | $ 7,104,079 | $ 6,967,267 |
Accumulated depreciation | (2,042,566) | (1,901,450) |
Property, buildings and equipment – net | 5,061,513 | 5,065,817 |
Operating lease right-of-use assets | 356,636 | 352,553 |
Accumulated depreciation – operating leases | (91,095) | (76,334) |
Operating leases – net | 265,541 | 276,219 |
Financing leases: | ||
Financing leases - gross | 153,173 | 140,555 |
Accumulated depreciation – financing leases | (67,163) | (57,626) |
Financing leases – net | 86,010 | 82,929 |
Cash, cash equivalents and restricted cash | 48,873 | 53,063 |
Accounts receivable – net of allowance of $15,891 and $15,951 at June 30, 2023 and December 31, 2022, respectively | 465,571 | 430,042 |
Identifiable intangible assets – net | 914,173 | 925,223 |
Goodwill | 1,036,332 | 1,033,637 |
Investments in partially owned entities and other | 36,957 | 78,926 |
Other assets | 194,421 | 158,705 |
Assets held for sale | 106,368 | 0 |
Total assets | 8,215,759 | 8,104,561 |
Liabilities: | ||
Borrowings under revolving line of credit | 723,436 | 500,052 |
Accounts payable and accrued expenses | 527,073 | 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 obligations | 166,654 | 171,089 |
Financing lease obligations | 76,502 | 77,561 |
Operating lease obligations | 255,819 | 264,634 |
Unearned revenue | 31,180 | 32,046 |
Pension and postretirement benefits | 1,580 | 1,531 |
Deferred tax liability – net | 133,236 | 135,098 |
Multi-employer pension plan withdrawal liability | 7,641 | 7,851 |
Liabilities held for sale | 112,752 | 0 |
Total liabilities | 4,626,000 | 4,316,683 |
Commitments and contingencies (Note 8) | ||
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 capital | 5,203,891 | 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’ equity | 3,575,098 | 3,773,419 |
Noncontrolling interests: | ||
Noncontrolling interests in Operating Partnership | 14,661 | 14,459 |
Total equity | 3,589,759 | 3,787,878 |
Total liabilities and equity | 8,215,759 | 8,104,561 |
Land | ||
Property, buildings and equipment: | ||
Property, buildings and equipment - gross | 797,381 | 786,975 |
Buildings and improvements | ||
Property, buildings and equipment: | ||
Property, buildings and equipment - gross | 4,373,257 | 4,245,607 |
Financing leases: | ||
Financing leases - gross | 13,544 | 13,546 |
Machinery and equipment | ||
Property, buildings and equipment: | ||
Property, buildings and equipment - gross | 1,438,824 | 1,407,874 |
Financing leases: | ||
Financing leases - gross | 139,629 | 127,009 |
Assets under construction | ||
Property, buildings and equipment: | ||
Property, buildings and equipment - gross | $ 494,617 | $ 526,811 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Allowance for credit loss | $ (15,891) | $ (15,951) |
Common shares, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common shares, shares issued (in shares) | 270,186,276 | 269,814,956 |
Common shares, shares outstanding (in shares) | 270,186,276 | 269,814,956 |
Mortgages, Senior Notes and Term Loans | ||
Unamortized deferred financing costs, net | $ 11,848 | $ 13,044 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 649,610 | $ 729,756 | $ 1,326,099 | $ 1,435,451 |
Operating expenses: | ||||
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 estate | (2,528) | 0 | (2,337) | 0 |
Total operating expenses | 628,943 | 706,091 | 1,273,083 | 1,403,795 |
Operating income | 20,667 | 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) | 0 | ||
Loss on put option | (56,576) | 0 | (56,576) | 0 |
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) |
Deferred | 1,459 | 12,886 | 5,080 | 14,775 |
Total income tax (expense) benefit | (464) | 12,069 | 1,180 | 12,777 |
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 – basic (in shares) | 270,462 | 269,497 | 270,387 | 269,464 |
Weighted average common stock outstanding – diluted (in shares) | 270,462 | 270,384 | 270,387 | 269,464 |
Net (loss) income per common share from continuing operations - basic (in USD per share) | $ (0.36) | $ 0.03 | $ (0.36) | $ (0.03) |
Net (loss) income per common share from discontinued operations - basic (in USD per share) | (0.03) | (0.02) | (0.04) | (0.02) |
Earnings (loss) per share - Basic (in USD per share) | (0.39) | 0.01 | (0.40) | (0.05) |
Net (loss) income per common share from continuing operations - diluted (in USD per share) | (0.36) | 0.03 | (0.36) | (0.03) |
Net (loss) income per common share from discontinued operations - diluted (in USD per share) | (0.03) | (0.02) | (0.04) | (0.02) |
Earnings (loss) per share - Diluted (in USD per share) | $ (0.39) | $ 0.01 | $ (0.40) | $ (0.05) |
Related party | ||||
Other (expense) income: | ||||
Impairment of related party loan receivable | $ (21,972) | $ 0 | $ (21,972) | $ 0 |
Rent, storage and warehouse services | ||||
Operating expenses: | ||||
Cost of operations | 408,328 | 413,394 | 828,553 | 808,061 |
Transportation services | ||||
Operating expenses: | ||||
Cost of operations | 48,263 | 68,306 | 104,681 | 138,687 |
Third-party managed services | ||||
Operating expenses: | ||||
Cost of operations | 8,968 | 79,765 | 21,248 | 162,124 |
Operating Segments | ||||
Revenues: | ||||
Total revenues | 649,610 | 729,756 | 1,326,099 | 1,435,451 |
Operating Segments | Rent, storage and warehouse services | ||||
Revenues: | ||||
Total revenues | 581,170 | 564,379 | 1,176,222 | 1,105,304 |
Operating Segments | Transportation services | ||||
Revenues: | ||||
Total revenues | 58,072 | 81,891 | 126,150 | 160,801 |
Operating Segments | Third-party managed services | ||||
Revenues: | ||||
Total revenues | $ 10,368 | $ 83,486 | $ 23,727 | $ 169,346 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
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 currency | 6,143 | (23,867) | 6,322 | (12,681) |
Unrealized gain on cash flow hedges | 22,359 | 1,558 | 9,795 | 1,709 |
Total pension and other postretirement benefits, net of tax | 28,114 | (22,422) | 16,427 | (11,018) |
Other comprehensive income (loss) attributable to noncontrolling interests | 112 | (73) | 77 | (50) |
Total comprehensive loss | $ (76,576) | $ (18,542) | $ (90,869) | $ (24,560) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Paid-in Capital | Accumulated Deficit and Distributions in Excess of Net Earnings | Accumulated Other Comprehensive (Loss) Income | Noncontrolling Interests in Operating Partnership |
Beginning balance (in shares) at Dec. 31, 2021 | 268,282,592 | |||||
Beginning balance at Dec. 31, 2021 | $ 4,029,076 | $ 2,683 | $ 5,171,690 | $ (1,157,888) | $ 4,522 | $ 8,069 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (17,445) | (17,407) | (38) | |||
Other comprehensive income (loss) | 11,427 | 11,404 | 23 | |||
Distributions on common stock, restricted stock and OP units | (59,760) | (59,580) | (180) | |||
Stock-based compensation expense | 8,093 | 6,108 | 1,985 | |||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 318,729 | |||||
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | (2,137) | $ 3 | (2,140) | |||
Common share issuance related to employee stock purchase plan (in shares) | 71,144 | |||||
Common stock issuance related to employee stock purchase plan | 1,985 | $ 1 | 1,984 | |||
Ending balance (in shares) at Mar. 31, 2022 | 268,672,465 | |||||
Ending balance at Mar. 31, 2022 | 3,971,239 | $ 2,687 | 5,177,642 | (1,234,875) | 15,926 | 9,859 |
Beginning balance (in shares) at Dec. 31, 2021 | 268,282,592 | |||||
Beginning balance at Dec. 31, 2021 | 4,029,076 | $ 2,683 | 5,171,690 | (1,157,888) | 4,522 | 8,069 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (13,492) | |||||
Ending balance (in shares) at Jun. 30, 2022 | 269,290,641 | |||||
Ending balance at Jun. 30, 2022 | 3,899,580 | $ 2,693 | 5,182,309 | (1,290,511) | (6,496) | 11,585 |
Beginning balance (in shares) at Mar. 31, 2022 | 268,672,465 | |||||
Beginning balance at Mar. 31, 2022 | 3,971,239 | $ 2,687 | 5,177,642 | (1,234,875) | 15,926 | 9,859 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | 3,953 | 3,935 | 18 | |||
Other comprehensive income (loss) | (27,465) | (27,392) | (73) | |||
Distributions on common stock, restricted stock and OP units | (59,759) | (59,571) | (188) | |||
Stock-based compensation expense | 7,288 | 5,115 | 2,173 | |||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 618,176 | |||||
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | (442) | $ 6 | (448) | |||
Conversion of OP units to common stock | 4,766 | 4,970 | (204) | |||
Ending balance (in shares) at Jun. 30, 2022 | 269,290,641 | |||||
Ending balance at Jun. 30, 2022 | 3,899,580 | $ 2,693 | 5,182,309 | (1,290,511) | (6,496) | 11,585 |
Beginning balance (in shares) at Dec. 31, 2022 | 269,814,956 | |||||
Beginning balance at Dec. 31, 2022 | 3,787,878 | $ 2,698 | 5,191,969 | (1,415,198) | (6,050) | 14,459 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (2,571) | (2,562) | (9) | |||
Other comprehensive income (loss) | (11,722) | (11,687) | (35) | |||
Distributions on common stock, restricted stock and OP units | (59,932) | (59,692) | (240) | |||
Stock-based compensation expense | 6,970 | 5,273 | 1,697 | |||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 221,084 | |||||
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | (799) | $ 2 | (801) | |||
Common share issuance related to employee stock purchase plan (in shares) | 60,393 | |||||
Common stock issuance related to employee stock purchase plan | 1,453 | $ 1 | 1,452 | |||
Ending balance (in shares) at Mar. 31, 2023 | 270,096,433 | |||||
Ending balance at Mar. 31, 2023 | 3,721,277 | $ 2,701 | 5,197,893 | (1,477,452) | (17,737) | 15,872 |
Beginning balance (in shares) at Dec. 31, 2022 | 269,814,956 | |||||
Beginning balance at Dec. 31, 2022 | 3,787,878 | $ 2,698 | 5,191,969 | (1,415,198) | (6,050) | 14,459 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (107,373) | |||||
Ending balance (in shares) at Jun. 30, 2023 | 270,186,276 | |||||
Ending balance at Jun. 30, 2023 | 3,589,759 | $ 2,702 | 5,203,891 | (1,641,872) | 10,377 | 14,661 |
Beginning balance (in shares) at Mar. 31, 2023 | 270,096,433 | |||||
Beginning balance at Mar. 31, 2023 | 3,721,277 | $ 2,701 | 5,197,893 | (1,477,452) | (17,737) | 15,872 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (104,802) | (104,724) | (78) | |||
Other comprehensive income (loss) | 28,226 | 28,114 | 112 | |||
Distributions on common stock, restricted stock and OP units | (59,921) | (59,696) | (225) | |||
Stock-based compensation expense | 4,639 | 3,476 | 1,163 | |||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 15,035 | |||||
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | 340 | 340 | ||||
Conversion of OP units to common stock ( in shares) | 74,808 | |||||
Conversion of OP units to common stock | 0 | $ 1 | 2,182 | (2,183) | ||
Ending balance (in shares) at Jun. 30, 2023 | 270,186,276 | |||||
Ending balance at Jun. 30, 2023 | $ 3,589,759 | $ 2,702 | $ 5,203,891 | $ (1,641,872) | $ 10,377 | $ 14,661 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net (loss) income | $ (107,373) | $ (13,492) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 169,916 | 165,310 |
Loss on debt extinguishment, modifications and termination of derivative instruments | 1,172 | 1,244 |
Loss from investments in partially owned entities | 5,468 | 5,759 |
Gain on extinguishment of New Market Tax Credit structure | 0 | (3,410) |
Loss on deconsolidation of subsidiary contributed to LATAM joint venture | 0 | 4,148 |
Stock-based compensation expense | 11,609 | 15,381 |
Deferred income taxes benefit | (5,080) | (14,775) |
Gain from sale of real estate | (2,337) | 0 |
Provision for doubtful accounts receivable | 2,255 | 1,966 |
Impairment of related party loan receivable | 21,972 | 0 |
Loss on put option | 56,576 | 0 |
Loss on classification as held for sale | 4,000 | 0 |
Other reconciling items | 4,098 | 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 activities | 82,768 | 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 equipment | 7,715 | 240 |
Proceeds from sale of investments in partially owned entities | 36,896 | 0 |
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 exercised | 1,565 | 651 |
Proceeds from employee stock purchase plan | 1,453 | 1,985 |
Remittance of withholding taxes related to employee stock-based transactions | (2,024) | (3,746) |
Proceeds from revolving line of credit | 439,665 | 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 | 0 | (1,084) |
Repayment of term loan and mortgage notes | 0 | (3,629) |
Net cash provided by financing activities | 76,513 | 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 period | 53,063 | 82,958 |
End of period | 48,873 | 74,616 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Addition of property, buildings and equipment on accrual | 54,891 | 44,559 |
Addition of property, buildings and equipment under financing lease obligations | 18,601 | 15,760 |
Addition of property, buildings and equipment under operating lease obligations | 5,622 | 6,025 |
Supplemental cash flow information: | ||
Interest paid – net of amounts capitalized | 68,128 | 50,987 |
Income taxes paid – net of refunds | 3,582 | 4,026 |
Americold LatAm Holdings Ltd | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Recognition of investment in unconsolidated LATAM joint venture | 0 | 36,896 |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Land | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | (19,574) |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Buildings and improvements | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | (10,118) |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Machinery and equipment | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | (8,395) |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Assets under construction | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | (20) |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Accumulated depreciation | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | 1,959 |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Cash, cash equivalents and restricted cash | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | (2,483) |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Accounts receivable | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | (1,422) |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Goodwill | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | (6,653) |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Other assets | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | (309) |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Accounts payable and accrued expenses | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | 1,105 |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Senior unsecured notes and term loans – net of deferred financing costs | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | 9,633 |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Accumulated other comprehensive loss | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | (4,766) |
Discontinued Operations, Disposed of by Means Other than Sale | Chili Joint Venture | Net carrying value of Chile assets and liabilities deconsolidated | ||
Deconsolidation of Chile upon contribution to LATAM JV: | ||
Net carrying value of Chile assets and liabilities deconsolidated | 0 | (41,043) |
Asset Acquisitions | ||
Allocation of purchase price of property, buildings and equipment to: | ||
Cash paid for acquisition of property, buildings and equipment | 20,081 | 6,876 |
Land | Asset Acquisitions | ||
Allocation of purchase price of property, buildings and equipment to: | ||
Property, plant and equipment, additions | 7,887 | 1,322 |
Buildings and improvements | Asset Acquisitions | ||
Allocation of purchase price of property, buildings and equipment to: | ||
Property, plant and equipment, additions | 7,605 | 4,082 |
Machinery and equipment | Asset Acquisitions | ||
Allocation of purchase price of property, buildings and equipment to: | ||
Property, plant and equipment, additions | $ 4,589 | $ 1,472 |
General
General | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General The Company Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company is a global leader in temperature-controlled logistics real estate and value added services, focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. The Company is organized as a self-administered and self-managed REIT with proven operating, acquisition and development experience. Basis of Presentation and Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited Condensed Consolidated Financial Statements do not include all disclosures associated with the Company’s Consolidated Annual Financial Statements included in its 2022 Annual Report on Form 10-K as filed with the SEC, and, accordingly, should be read in conjunction with the referenced annual report. In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments (all of which are normal and recurring in nature) considered necessary for a fair presentation. The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries where the Company exerts control. Intercompany balances and transactions have been eliminated. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Investments in which the Company does not have control, and is not the primary beneficiary of a Variable Interest Entity (“VIE”), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications As further described in Note 2 to the Condensed 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 results associated with the Comfrio business as discontinued operations for all periods presented. For periods prior to the acquisition, the Comfrio business was accounted for as an equity method investment. 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. 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 the termination of the ARIP with the Pension Benefit Guaranty Corporation and any other appropriate parties during the third quarter of 2023. The Company will recognize a gain or loss upon settlement when an irrevocable action to terminate the ARIP has occurred, the Company is relieved of the primary responsibility of the ARIP, and the significant risks related to the obligations of the plan and the assets used to effect the settlement is eliminated for the Company. The Company expects to make cash contributions in 2023 in order to fully fund the ARIP on a liquidation basis, and the ARIP will be dissolved upon completion 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 obligations of the ARIP. These charges are currently expected to occur in 2023, with the specific timing and final amounts dependent upon completion of the activities enumerated above. 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. Recent 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 connection with establishing the 2023 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 Standards Accounting for Revenue Contracts Acquired in a Business Combination In 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). The changes require entities to apply Accounting 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 fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Adoption of ASU 2021-08 did not have a material impact on the Company’s Condensed Consolidated Financial Statements. Significant Risks and Uncertainties |
Acquisitions, Held for Sale, Di
Acquisitions, Held for Sale, Discontinued Operations and Dispositions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions, Held for Sale, Discontinued Operations and Dispositions | Acquisitions, Held for Sale, Discontinued Operations and Dispositions Purchase of Comfrio Joint Venture In connection with the 2020 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 two 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 the Company’s call option or the exercise of the general partner’s put option. Once the exercise of the put was deemed probable, the Company remeasured its equity interest, which was deemed to be nominal, and the fair value of the put option, which resulted 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 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 three months ended June 30, 2023. Prior to the Acquisition 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 final information becomes available. The Company believes 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 table below. Three Months Ended June 30, Six Months Ended June 30, (In Thousands) 2023 2022 2023 2022 Results of discontinued operations Revenue $ 14,237 $ — $ 14,237 $ — Operating expenses 16,541 — 16,541 — Estimated costs of disposal 4,000 — 4,000 — Loss from partial investment pre-acquisition 1,730 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) 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 |
Acquisition, cyber incident and
Acquisition, cyber incident and other, net | 6 Months Ended |
Jun. 30, 2023 | |
Acquisition, Litigation and Other Special Charges [Abstract] | |
Acquisition, cyber incident and other, net | Acquisition, cyber incident and other, net The components of the charges and credits included in “Acquisition, cyber incident and other, net” in our Condensed Consolidated Statements of Operations are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Acquisition, cyber incident and other, net 2023 2022 2023 2022 Acquisition and integration related costs $ 2,402 $ 3,786 $ 4,188 $ 10,071 Cyber incident related costs, net of insurance recoveries 18,998 (819) 18,998 (793) Severance costs 2,793 910 6,209 3,474 Project Orion expenses 2,543 — 4,488 — Litigation 499 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 non-capitalizable portion of our Project Orion costs, which is an investment in and transformation of our technology systems, business processes and customer solutions. The project includes the implementation of a new, 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 cyber incident further described in Note 1 to these Condensed Consolidated Financial Statements, partially offset by recoveries received related to the cyber event in 2020. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | DebtThe following table reflects a summary of our outstanding indebtedness as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Weighted Average Effective Interest Rate Carrying Amount Weighted Average Effective Interest Rate Carrying Amount Senior Unsecured Notes 3.25% $ 1,768,175 3.27% $ 1,752,875 Senior Unsecured Term Loans 4.66% 833,800 4.67% 829,450 Senior Unsecured Revolving Credit Facility 6.03% 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 The weighted-average interest rates shown represent interest rates at the end of the periods 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, 2023 December 31, 2022 Stated Maturity Date Contractual Interest Rate Borrowing Currency Carrying Amount (USD) Borrowing Currency Carrying Amount (USD) Series A Notes 01/2026 4.68% $ 200,000 $ 200,000 $ 200,000 $ 200,000 Series B Notes 01/2029 4.86% $ 400,000 400,000 $ 400,000 400,000 Series C Notes 01/2030 4.10% $ 350,000 350,000 $ 350,000 350,000 Series D Notes 01/2031 1.62% € 400,000 436,360 € 400,000 428,200 Series E Notes 01/2033 1.65% € 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, 2023 December 31, 2022 Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Tranche A-1 SOFR+ 0.94% $ 375,000 $ 375,000 SOFR + 0.95% $ 375,000 $ 375,000 Tranche A-2 CDOR+ 0.94% C$ 250,000 188,800 CDOR+0.95% C$ 250,000 184,450 Delayed Draw Tranche A-3 SOFR+ 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 the margin. While the above reflects the contractual rate, refer to the description below of the Senior Unsecured Credit Facility for details of the portion of these Term Loans that are hedged, therefore, at a fixed interest rate for the duration of the respective swap agreement. Refer to Note 5 for details of the related interest rate swaps. The following table provides the details of our Senior Unsecured Revolving Credit Facility (balances in thousands): June 30, 2023 December 31, 2022 Denomination of Draw Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) U.S. dollar SOFR + 0.84% $ 432,000 $ 432,000 SOFR + 0.85% $ 225,000 $ 225,000 Australian dollar BBSW + 0.84% A$ 156,000 103,958 BBSW+0.85% A$ 146,000 99,470 British pound sterling SONIA + 0.84% £ 78,000 99,083 SONIA+0.85% £ 76,500 92,435 Canadian dollar CDOR + 0.84% C$ 35,000 26,432 CDOR+0.85% C$ 50,000 36,890 Euro EURIBOR + 0.84% € 49,500 54,000 EURIBOR+0.85% € 35,500 38,003 New Zealand dollar BKBM + 0.84% NZD 13,000 7,963 BKBM+0.85% NZD 12,998 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 shown above, which includes an adjustment of 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. Refer to Note 9 of the Consolidated Financial Statements in the Company’s 2022 Annual Report on Form 10-K as filed with the SEC for further details of its outstanding indebtedness. As of June 30, 2023, we were in compliance with all debt covenants. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Designated Non-derivative Financial Instruments As of June 30, 2023, the Company design ated £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 C omprehensive Loss. Derivative Financial Instruments The Company is subject to volatility in interest rates due to variable-rate debt. To manage this risk, the Company periodically enters into interest rate swap agreements. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective swap agreement without an exchange of the underlying notional amount. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in interest rates. The following table includes the key provisions of the interest rate swaps outstanding as of June 30, 2023 and December 31, 2022 (fair value in thousands): Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Debt Instrument Fair Value as of June 30, 2023 Fair Value as of December 31, 2022 $200.0 million USD 3.65% 9/23/2022 12/29/2023 Tranche A-1 $ 1,627 $ 2,240 $200.0 million USD 3.05% 12/29/2023 7/30/2027 Tranche A-1 4,924 2,328 $175.0 million USD 3.47% 11/30/2022 7/30/2027 Tranche A-1 3,548 2,020 $270.0 million USD 3.05% 11/01/2022 12/31/2027 Delayed Draw Tranche A-3 9,772 8,034 $250.0 million CAD 3.59% 9/23/2022 12/31/2027 Tranche A-2 4,253 950 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 agreements at June 30, 2023 and December 31, 2022 . There have been no significant changes to our policy or strategy from what was disclosed in our 2022 Annual Report on Form 10-K. During the 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”. The Company determines the fair value of its derivative instruments using a present value calculation with significant observable inputs classified as Level 2 of the fair value hierarchy. Derivative asset balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Other assets” and derivative liability balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Accounts payable and accrued expenses”. The following table presents the fair value of the derivative financial instruments within “Other assets” and “Accounts payable and accrued expenses” as of June 30, 2023 and December 31, 2022 (in thousands): Derivative Assets Derivative Liabilities June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022 Designated derivatives Foreign exchange contracts $ 10,882 $ 7,948 $ — $ — Interest rate contracts 24,124 15,572 — — Total fair value of derivatives $ 35,006 $ 23,520 $ — $ — The following tables present the effect of the Company’s derivative financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022, including the impacts to Accumulated Other Comprehensive (Loss) Income (AOCI) (in thousands): Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended June 30, Three Months Ended June 30, 2023 2022 2023 2022 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 contracts 1,478 12,666 Foreign currency exchange loss, net 842 11,533 Foreign exchange contracts — Interest expense 135 201 Total designated cash flow hedges $ 26,020 $ 12,666 $ 3,661 $ 11,108 (1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. As of June 30, 2023, the Company recorded an increase to “Loss on debt extinguishment, modifications and termination of derivative instruments” related to this transaction. Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Six Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 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 contracts 3,161 8,341 Foreign currency exchange loss, net 2,938 7,682 Foreign exchange contracts — — Interest expense 227 203 Total designated cash flow hedges $ 17,456 $ 8,341 $ 7,661 $ 6,632 (1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. During the six months ended June 30, 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 effects 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 the tabular disclosure of fair value. The tabu lar disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying Condensed Consolidated Balance Sheets (in thousands): June 30, 2023 Offsetting of Derivative Assets Gross Amounts Not Offset in the Consolidated Balance Sheet Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets Presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount Derivatives $ 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 Assets Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets Presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount Derivatives $ 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 9 for additional details regarding the impact of the Company’s derivatives on AOCI for the three and six months ended June 30, 2023 and 2022, respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As of June 30, 2023 and December 31, 2022, the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and revolving line of credit approximate their fair values due to the short-term maturities of the instruments. The Company’s assets and liabilities measured or disclosed at fair value are as follows (in thousands): Fair Value Fair Value Hierarchy June 30, 2023 December 31, 2022 Measured at fair value during the current reporting period: Interest rate swap assets Level 2 $ 24,124 $ 15,572 Cross currency swap assets Level 2 $ 10,882 $ 7,948 Disclosed at fair value: Senior unsecured notes, term loans, and revolving credit facility Level 3 $ 3,069,105 $ 2,829,574 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company’s effective tax rate for the three and six months ended June 30, 2023 and June 30, 2022 varies from the statutory U.S. federal income tax rate primarily due to the Company being designated as a REIT that is generally treated as a non-tax paying entity. During the three and six months ended June 30, 2023, the effective tax rate was favorably impacted by the blend of pre-tax book income and losses generated year over year by jurisdiction. During the three and six months ended June 30, 2022, a non-recurring $6.5 million discrete net tax benefit was recognized attributable to the deconsolidation of our Chilean operations. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reasonably estimated, then a loss is recorded. In addition to the matters discussed below, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows. Preferred Freezer Services, LLC Litigation On February 11, 2019, Preferred Freezer Services, LLC (“PFS”) moved by Order to Show Cause in the Supreme Court of the State of New York, New York County, asserting breach of contract and other claims against the Company and seeking to preliminarily enjoin the Company from acting to acquire certain properties leased by PFS. In its complaint and request for preliminary injunctive relief, PFS alleged that the Company breached a confidentiality agreement entered into in connection with the Company’s participation in a bidding process for the sale of PFS by contacting PFS’s landlords and by using confidential PFS information in bidding for the properties leased by PFS (the “PFS Action”). PFS’s request for a preliminary injunction was denied after oral argument on February 26, 2019. On March 1, 2019, PFS filed an application for interim injunctive relief from the Appellate Division of the Supreme Court, First Judicial Department (“the First Department”). On April 2, 2019, while its application to the First Department was pending, PFS voluntarily dismissed its state court action, and First Department application, and re-filed substantially the same claims against the Company in the U.S. District Court for the Southern District of New York. In addition to an order enjoining Americold from making offers to purchase the properties leased by PFS, PFS sought compensatory, consequential and/or punitive damages. The Company filed a motion to require PFS to reimburse the Company for its legal fees it incurred for the state court action before PFS is allowed to proceed in the federal court action. On February 18, 2020, the Court granted Americold’s request for an award of legal fees from PFS but declined to stay the case pending payment of that award. As to the amount of the award, the Company and PFS have entered into a stipulation that PFS will pay Americold $0.6 million to reimburse the Company for its legal fees upon conclusion of the case. PFS has since amended its complaint, and Americold has filed a motion to dismiss that amended complaint. The Company denies the allegations and believes PFS’s claims are without merit and intends to vigorously defend itself against the allegations. Given the status of the proceedings to date, a liability cannot be reasonably estimated. The Company believes the ultimate outcome of this matter will not have a material adverse impact on its Consolidated Financial Statements. Environmental Matters The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations. The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company had nominal environmental liabilities in accounts payable and accrued expenses as of June 30, 2023 and December 31, 2022. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Future changes in applicable environmental laws or regulations, or in the interpretations of such laws and regulations, could negatively impact the Company. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There are no material unrecorded contingent liabilities as of June 30, 2023. Occupational Safety and Health Act (OSHA) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income The Company reports activity in AOCI for foreign currency translation adjustments, including the translation adjustment for investments in partially owned entities, unrealized gains and losses on designated derivatives, and minimum pension liability adjustments (net of tax). The activity in AOCI for the three and six months ended June 30, 2023 and 2022 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 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) (1) Amounts reclassified from AOCI for pension liabilities are recognized in “Selling, general and administrative” in the accompanying Condensed Consolidated Statements of Operations. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Our principal operations are organized into three reportable segments: Warehouse, Transportation and Third-party managed. Our reportable segments are strategic business units separated by service offerings. Each reportable segment is managed separately and requires different operational and marketing strategies. Our chief operating decision maker uses revenues and segment contribution to evaluate segment performance. We calculate segment contribution as earnings before interest expense, taxes, depreciation and amortization, and excluding corporate selling, general and administrative expense, acquisition, cyber incident and other expense, impairment of long-lived assets, gain or loss on sale of real estate and all components of non-operating other income and expense. Selling, general and administrative functions support all the business segments. Therefore, the related expense is not allocated to segments as the chief operating decision maker does not use it to evaluate segment performance. Segment contribution is not a measurement of financial performance under U.S. GAAP, and may not be comparable to similarly titled measures of other companies. Therefore, segment contribution should not be considered an alternative to operating income determined in accordance with U.S. GAAP. The following table presents segment revenues and contributions with a reconciliation to loss before income taxes for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Segment revenues: Warehouse $ 581,170 $ 564,379 $ 1,176,222 $ 1,105,304 Transportation 58,072 81,891 126,150 160,801 Third-party managed 10,368 83,486 23,727 169,346 Total revenues 649,610 729,756 1,326,099 1,435,451 Segment contribution: Warehouse 172,842 150,985 347,669 297,243 Transportation 9,809 13,585 21,469 22,114 Third-party managed 1,400 3,721 2,479 7,222 Total segment contribution 184,051 168,291 371,617 326,579 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 estate 2,528 — 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) |
Loss_Earnings per Common Share
Loss/Earnings per Common Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss/Earnings per Common Share | Loss/Earnings per Common ShareBasic and diluted (loss)/earnings per common share are calculated by dividing the net income or loss attributable to common stockholders by the basic and diluted weighted-average number of common shares outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings per share because it distributes non-forfeitable dividend equivalents on restricted stock units and Operating Partnership units (“OP units”) granted to certain employees and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and OP units are unvested. A reconciliation of the basic and diluted weighted-average number of common shares outstanding for the three and six months ended June 30, 2023 and 2022 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Weighted average common shares outstanding – basic 270,462 269,497 270,387 269,464 Dilutive effect of stock-based awards — 887 — — Weighted average common shares outstanding – diluted 270,462 270,384 270,387 269,464 For the three and six months ended June 30, 2023, and 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 for such periods. Consequently, the Company did not have any adjustments between basic and diluted loss per share related to stock-based awards for those periods. The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Employee stock options — — — 182 Restricted stock units 103 76 65 1,777 OP units 178 — 113 719 281 76 178 2,678 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Disaggregated Revenue The following tables represent a disaggregation of revenue from contracts with customers for the three and six months ended June 30, 2023 and 2022 by segment and geographic region (in thousands): Three Months Ended June 30, 2023 North America Europe Asia-Pacific South America Total Warehouse rent and storage $ 222,990 $ 21,164 $ 17,489 $ 1,874 $ 263,517 Warehouse services (1) 246,268 24,338 34,078 1,303 305,987 Transportation 28,680 20,477 8,260 655 58,072 Third-party managed 4,778 — 5,590 — 10,368 Total revenues (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 Three Months Ended June 30, 2022 North America Europe Asia-Pacific South America Total 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 Transportation 39,741 34,038 7,562 550 81,891 Third-party managed 78,250 — 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 America Europe Asia-Pacific South America Total 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 Transportation 64,061 43,883 16,932 1,274 126,150 Third-party managed 12,341 — 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 America Europe Asia-Pacific South America Total 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 Transportation 77,234 68,144 14,422 1,001 160,801 Third-party managed 159,070 — 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 . Performance Obligations Substantially all our revenue for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts is recognized over time as the customer benefits equally throughout the period until the contractual term expires. Typically, revenue is recognized over time using an output measure (e.g. passage of time). Revenue is recognized at a point in time upon delivery when the customer typically obtains control, for most accessorial services, transportation services and reimbursed costs. For arrangements containing non-cancellable contract terms, any variable consideration related to storage renewals or incremental handling charges above stated minimums are 100% constrained and not included in the aggregate amount of the transaction price allocated to the unsatisfied performance obligations disclosed below, given the degree in difficulty in estimation. Payment terms are generally 0-30 days upon billing, which is typically monthly, either in advance or subsequent to the performance of services. The same payment terms typically apply for arrangements containing variable consideration. The Company has no material warranties or obligations for allowances, refunds or other similar obligations. As of June 30, 2023, the Company had $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 2023, and the remaining 83% to be recognized over a weighted average period of 12.3 years through 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 accompanying Condensed Consolidated Balance Sheets. Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets. However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the three and six months ended June 30, 2023, were not materially impacted by any other factors. Receivable balances related to contracts with customers accounted for under ASC 606 were $446.0 million and $421.1 million as of June 30, 2023 and December 31, 2022, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (104,724) | $ 3,935 | $ (107,286) | $ (13,472) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
General (Policies)
General (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |
Principles of Consolidation | These unaudited Condensed Consolidated Financial Statements do not include all disclosures associated with the Company’s Consolidated Annual Financial Statements included in its 2022 Annual Report on Form 10-K as filed with the SEC, and, accordingly, should be read in conjunction with the referenced annual report. In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments (all of which are normal and recurring in nature) considered necessary for a fair presentation. The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries where the Company exerts control. Intercompany balances and transactions have been eliminated. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Investments in which the Company does not have control, and is not the primary beneficiary of a Variable Interest Entity (“VIE”), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | ReclassificationsAs further described in Note 2 to the Condensed 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 results associated with the Comfrio business as discontinued operations for all periods presented. |
Termination of certain employee benefit plans | 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 the termination of the ARIP with the Pension Benefit Guaranty Corporation and any other appropriate parties during the third quarter of 2023. The Company will recognize a gain or loss upon settlement when an irrevocable action to terminate the ARIP has occurred, the Company is relieved of the primary responsibility of the ARIP, and the significant risks related to the obligations of the plan and the assets used to effect the settlement is eliminated for the Company. The Company expects to make cash contributions in 2023 in order to fully fund the ARIP on a liquidation basis, and the ARIP will be dissolved upon completion 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 obligations of the ARIP. These charges are currently expected to occur in 2023, with the specific timing and final amounts dependent upon completion of the activities enumerated above. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards Accounting for Revenue Contracts Acquired in a Business Combination In 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). The changes require entities to apply Accounting 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 fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Adoption of ASU 2021-08 did not have a material impact on the Company’s Condensed Consolidated Financial Statements. |
Significant Risk and Uncertainties | Significant Risks and UncertaintiesThe 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 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. |
Acquisitions, Held for Sale, _2
Acquisitions, Held for Sale, Discontinued Operations and Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Components of Net Loss from Discontinued Operations | Three Months Ended June 30, Six Months Ended June 30, (In Thousands) 2023 2022 2023 2022 Results of discontinued operations Revenue $ 14,237 $ — $ 14,237 $ — Operating expenses 16,541 — 16,541 — Estimated costs of disposal 4,000 — 4,000 — Loss from partial investment pre-acquisition 1,730 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) |
Acquisition, cyber incident a_2
Acquisition, cyber incident and other, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Acquisition, Litigation and Other Special Charges [Abstract] | |
Schedule of Acquisition, Cyber Incident and Other Special Charges | The components of the charges and credits included in “Acquisition, cyber incident and other, net” in our Condensed Consolidated Statements of Operations are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Acquisition, cyber incident and other, net 2023 2022 2023 2022 Acquisition and integration related costs $ 2,402 $ 3,786 $ 4,188 $ 10,071 Cyber incident related costs, net of insurance recoveries 18,998 (819) 18,998 (793) Severance costs 2,793 910 6,209 3,474 Project Orion expenses 2,543 — 4,488 — Litigation 499 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 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table reflects a summary of our outstanding indebtedness as of June 30, 2023 and December 31, 2022 (in thousands): June 30, 2023 December 31, 2022 Weighted Average Effective Interest Rate Carrying Amount Weighted Average Effective Interest Rate Carrying Amount Senior Unsecured Notes 3.25% $ 1,768,175 3.27% $ 1,752,875 Senior Unsecured Term Loans 4.66% 833,800 4.67% 829,450 Senior Unsecured Revolving Credit Facility 6.03% 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 The weighted-average interest rates shown represent interest rates at the end of the periods 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, 2023 December 31, 2022 Stated Maturity Date Contractual Interest Rate Borrowing Currency Carrying Amount (USD) Borrowing Currency Carrying Amount (USD) Series A Notes 01/2026 4.68% $ 200,000 $ 200,000 $ 200,000 $ 200,000 Series B Notes 01/2029 4.86% $ 400,000 400,000 $ 400,000 400,000 Series C Notes 01/2030 4.10% $ 350,000 350,000 $ 350,000 350,000 Series D Notes 01/2031 1.62% € 400,000 436,360 € 400,000 428,200 Series E Notes 01/2033 1.65% € 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, 2023 December 31, 2022 Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Tranche A-1 SOFR+ 0.94% $ 375,000 $ 375,000 SOFR + 0.95% $ 375,000 $ 375,000 Tranche A-2 CDOR+ 0.94% C$ 250,000 188,800 CDOR+0.95% C$ 250,000 184,450 Delayed Draw Tranche A-3 SOFR+ 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 the margin. While the above reflects the contractual rate, refer to the description below of the Senior Unsecured Credit Facility for details of the portion of these Term Loans that are hedged, therefore, at a fixed interest rate for the duration of the respective swap agreement. Refer to Note 5 for details of the related interest rate swaps. The following table provides the details of our Senior Unsecured Revolving Credit Facility (balances in thousands): June 30, 2023 December 31, 2022 Denomination of Draw Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) U.S. dollar SOFR + 0.84% $ 432,000 $ 432,000 SOFR + 0.85% $ 225,000 $ 225,000 Australian dollar BBSW + 0.84% A$ 156,000 103,958 BBSW+0.85% A$ 146,000 99,470 British pound sterling SONIA + 0.84% £ 78,000 99,083 SONIA+0.85% £ 76,500 92,435 Canadian dollar CDOR + 0.84% C$ 35,000 26,432 CDOR+0.85% C$ 50,000 36,890 Euro EURIBOR + 0.84% € 49,500 54,000 EURIBOR+0.85% € 35,500 38,003 New Zealand dollar BKBM + 0.84% NZD 13,000 7,963 BKBM+0.85% NZD 12,998 8,254 Total Senior Unsecured Revolving Credit Facility $ 723,436 $ 500,052 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Derivatives | The following table includes the key provisions of the interest rate swaps outstanding as of June 30, 2023 and December 31, 2022 (fair value in thousands): Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Debt Instrument Fair Value as of June 30, 2023 Fair Value as of December 31, 2022 $200.0 million USD 3.65% 9/23/2022 12/29/2023 Tranche A-1 $ 1,627 $ 2,240 $200.0 million USD 3.05% 12/29/2023 7/30/2027 Tranche A-1 4,924 2,328 $175.0 million USD 3.47% 11/30/2022 7/30/2027 Tranche A-1 3,548 2,020 $270.0 million USD 3.05% 11/01/2022 12/31/2027 Delayed Draw Tranche A-3 9,772 8,034 $250.0 million CAD 3.59% 9/23/2022 12/31/2027 Tranche A-2 4,253 950 Total $ 24,124 $ 15,572 |
Summary of Derivative Results | 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 Assets Derivative Liabilities June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022 Designated derivatives Foreign exchange contracts $ 10,882 $ 7,948 $ — $ — Interest rate contracts 24,124 15,572 — — Total fair value of derivatives $ 35,006 $ 23,520 $ — $ — The following tables present the effect of the Company’s derivative financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022, including the impacts to Accumulated Other Comprehensive (Loss) Income (AOCI) (in thousands): Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended June 30, Three Months Ended June 30, 2023 2022 2023 2022 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 contracts 1,478 12,666 Foreign currency exchange loss, net 842 11,533 Foreign exchange contracts — Interest expense 135 201 Total designated cash flow hedges $ 26,020 $ 12,666 $ 3,661 $ 11,108 (1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. As of June 30, 2023, the Company recorded an increase to “Loss on debt extinguishment, modifications and termination of derivative instruments” related to this transaction. Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Six Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 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 contracts 3,161 8,341 Foreign currency exchange loss, net 2,938 7,682 Foreign exchange contracts — — Interest expense 227 203 Total designated cash flow hedges $ 17,456 $ 8,341 $ 7,661 $ 6,632 (1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. During the six months ended June 30, 2023, the Company recorded an increase to “Loss on debt extinguishment, modifications and termination of derivative instruments” related to this transaction. |
Offsetting Assets | The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying Condensed Consolidated Balance Sheets (in thousands): June 30, 2023 Offsetting of Derivative Assets Gross Amounts Not Offset in the Consolidated Balance Sheet Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets Presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount Derivatives $ 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 Assets Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets Presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount Derivatives $ 23,520 $ — $ 23,520 $ — $ — $ 23,520 |
Offsetting Liabilities | The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying Condensed Consolidated Balance Sheets (in thousands): June 30, 2023 Offsetting of Derivative Assets Gross Amounts Not Offset in the Consolidated Balance Sheet Gross Amounts of Recognized Assets Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets Presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount Derivatives $ 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 Assets Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets Presented in the Consolidated Balance Sheet Financial Instruments Cash Collateral Received Net Amount Derivatives $ 23,520 $ — $ 23,520 $ — $ — $ 23,520 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The Company’s assets and liabilities measured or disclosed at fair value are as follows (in thousands): Fair Value Fair Value Hierarchy June 30, 2023 December 31, 2022 Measured at fair value during the current reporting period: Interest rate swap assets Level 2 $ 24,124 $ 15,572 Cross currency swap assets Level 2 $ 10,882 $ 7,948 Disclosed at fair value: Senior unsecured notes, term loans, and revolving credit facility Level 3 $ 3,069,105 $ 2,829,574 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss) Income | The activity in AOCI 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, 2023 2022 2023 2022 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) (1) Amounts reclassified from AOCI for pension liabilities are recognized in “Selling, general and administrative” in the accompanying Condensed Consolidated Statements of Operations. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents segment revenues and contributions with a reconciliation to loss before income taxes for the three and six months ended June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Segment revenues: Warehouse $ 581,170 $ 564,379 $ 1,176,222 $ 1,105,304 Transportation 58,072 81,891 126,150 160,801 Third-party managed 10,368 83,486 23,727 169,346 Total revenues 649,610 729,756 1,326,099 1,435,451 Segment contribution: Warehouse 172,842 150,985 347,669 297,243 Transportation 9,809 13,585 21,469 22,114 Third-party managed 1,400 3,721 2,479 7,222 Total segment contribution 184,051 168,291 371,617 326,579 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 estate 2,528 — 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) |
Loss_Earnings per Common Share
Loss/Earnings per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Common Shares Outstanding | 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, 2023 2022 2023 2022 Weighted average common shares outstanding – basic 270,462 269,497 270,387 269,464 Dilutive effect of stock-based awards — 887 — — Weighted average common shares outstanding – diluted 270,462 270,384 270,387 269,464 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Employee stock options — — — 182 Restricted stock units 103 76 65 1,777 OP units 178 — 113 719 281 76 178 2,678 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables represent a disaggregation of revenue from contracts with customers for the three and six months ended June 30, 2023 and 2022 by segment and geographic region (in thousands): Three Months Ended June 30, 2023 North America Europe Asia-Pacific South America Total Warehouse rent and storage $ 222,990 $ 21,164 $ 17,489 $ 1,874 $ 263,517 Warehouse services (1) 246,268 24,338 34,078 1,303 305,987 Transportation 28,680 20,477 8,260 655 58,072 Third-party managed 4,778 — 5,590 — 10,368 Total revenues (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 Three Months Ended June 30, 2022 North America Europe Asia-Pacific South America Total 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 Transportation 39,741 34,038 7,562 550 81,891 Third-party managed 78,250 — 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 America Europe Asia-Pacific South America Total 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 Transportation 64,061 43,883 16,932 1,274 126,150 Third-party managed 12,341 — 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 America Europe Asia-Pacific South America Total 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 Transportation 77,234 68,144 14,422 1,001 160,801 Third-party managed 159,070 — 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 $7.4 million for the six months ended June 30, 2023 and June 30, 2022, respectively. (2) Revenues are within the scope of ASC 606, Revenue From Contracts with Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards. (3) Revenues are within the scope of Topic 842, Leases . |
General (Details)
General (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Jun. 30, 2023 | Mar. 17, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Cyber incident charges | $ 19 | ||
Common shares, par value (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred shares, par value (in USD per share) | $ 0.01 | ||
2021 At the Market Offering | |||
Schedule of Equity Method Investments [Line Items] | |||
Authorized equity program | $ 900 |
Acquisitions, Held for Sale, _3
Acquisitions, Held for Sale, Discontinued Operations and Dispositions - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
May 30, 2023 USD ($) | Dec. 31, 2020 shareholder | Apr. 30, 2023 party | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Loss on put option | $ 56,576 | $ 0 | $ 56,576 | $ 0 | |||||
Loss on deconsolidation of subsidiary contributed to LATAM joint venture | 0 | $ (4,148) | |||||||
Agro Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of parties received regulatory approval | party | 2 | ||||||||
Business combination, total consideration | 40,700 | 56,600 | |||||||
Business Combination, property, plant, and equipment | 32,800 | 32,800 | |||||||
Business combination, operating lease right-of-use assets | 38,000 | 38,000 | |||||||
Business combination, accounts receivable | 17,100 | 17,100 | |||||||
Business combination, debt | 14,800 | 14,800 | |||||||
Business combination, accrued expenses | $ 56,000 | 56,000 | |||||||
Comfrio JV | |||||||||
Business Acquisition [Line Items] | |||||||||
Revolver borrowing capacity | $ 15,000 | $ 25,000 | |||||||
Fixed interest rate | 10% | ||||||||
Comfrio | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest | 22% | 2,200% | |||||||
Number of miniority shareholders | shareholder | 2 | ||||||||
Loss on put option | $ (56,600) | ||||||||
Comfrio | General Partner and Two Minority Shareholders | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest | 78% | ||||||||
Americold LatAm Holdings Ltd | Cold Latam Limited | Discontinued Operations, Held-for-Sale | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest | 15% | ||||||||
Proceeds from sale of investments in partially owned entities | $ 36,900 | ||||||||
Loss on deconsolidation of subsidiary contributed to LATAM joint venture | $ 300 |
Acquisitions, Held for Sale, _4
Acquisitions, Held for Sale, Discontinued Operations and Dispositions - Components of Net Loss from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations, net of tax | $ (8,275) | $ (3,288) | $ (10,656) | $ (4,936) |
Comfrio | Discontinued Operations, Held-for-Sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 14,237 | 0 | 14,237 | 0 |
Operating expenses | 16,541 | 0 | 16,541 | 0 |
Estimated costs of disposal | 4,000 | 0 | 4,000 | 0 |
Loss from partial investment pre-acquisition | 1,730 | 3,288 | 4,111 | 4,936 |
Pre-tax loss | (8,034) | (3,288) | (10,415) | (4,936) |
Income tax expense | (241) | 0 | (241) | 0 |
Loss from discontinued operations, net of tax | $ (8,275) | $ (3,288) | $ (10,656) | $ (4,936) |
Acquisition, cyber incident a_3
Acquisition, cyber incident and other, net - Components of Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Acquisition, Litigation and Other Special Charges [Abstract] | ||||
Acquisition and integration related costs | $ 2,402 | $ 3,786 | $ 4,188 | $ 10,071 |
Cyber incident related costs, net of insurance recoveries | 18,998 | (819) | 18,998 | (793) |
Severance costs | 2,793 | 910 | 6,209 | 3,474 |
Project Orion expenses | 2,543 | 0 | 4,488 | 0 |
Litigation | 499 | 1,179 | 499 | 2,379 |
Terminated site operations costs | 0 | 767 | 0 | 767 |
Other, net | 0 | (160) | 0 | (160) |
Acquisition, cyber incident and other, net | $ 27,235 | $ 5,663 | $ 34,382 | $ 15,738 |
Debt - Summary of Our Outstandi
Debt - Summary of Our Outstanding Indebtedness (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Carrying Amount | $ 3,325,411 | $ 3,082,377 |
Senior Notes | Senior Unsecured Notes | ||
Line of Credit Facility [Line Items] | ||
Weighted Average Effective Interest Rate (as a percent) | 3.25% | 3.27% |
Carrying Amount | $ 1,768,175 | $ 1,752,875 |
Senior Unsecured Term Loans | Senior Unsecured Term Loans | ||
Line of Credit Facility [Line Items] | ||
Weighted Average Effective Interest Rate (as a percent) | 4.66% | 4.67% |
Carrying Amount | $ 833,800 | $ 829,450 |
Credit Facility | Senior Unsecured Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Weighted Average Effective Interest Rate (as a percent) | 6.03% | 5.12% |
Carrying Amount | $ 723,436 | $ 500,052 |
Mortgages, Senior Notes and Term Loans | ||
Line of Credit Facility [Line Items] | ||
Less: unamortized deferred financing costs | (11,848) | (13,044) |
Total debt net of deferred financing costs | $ 3,313,563 | $ 3,069,333 |
Debt - Schedule of Senior Unsec
Debt - Schedule of Senior Unsecured Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Carrying Amount | $ 3,325,411 | $ 3,082,377 |
Series A Notes | Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Contractual Interest Rate | 4.68% | |
Borrowing Currency | $ 200,000 | 200,000 |
Carrying Amount | $ 200,000 | 200,000 |
Series B Notes | Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Contractual Interest Rate | 4.86% | |
Borrowing Currency | $ 400,000 | 400,000 |
Carrying Amount | $ 400,000 | 400,000 |
Series C Notes | Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Contractual Interest Rate | 4.10% | |
Borrowing Currency | $ 350,000 | 350,000 |
Carrying Amount | $ 350,000 | 350,000 |
Series D Notes | Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Contractual Interest Rate | 1.62% | |
Borrowing Currency | $ 400,000 | 400,000 |
Carrying Amount | $ 436,360 | 428,200 |
Series E Notes | Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Contractual Interest Rate | 1.65% | |
Borrowing Currency | $ 350,000 | 350,000 |
Carrying Amount | 381,815 | 374,675 |
Senior Unsecured Notes | Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Carrying Amount | $ 1,768,175 | $ 1,752,875 |
Debt - Schedule of Senior Uns_2
Debt - Schedule of Senior Unsecured Term Loans (Details) $ in Thousands, $ in Thousands | Jun. 30, 2023 USD ($) | Jun. 30, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) |
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 3,325,411 | $ 3,082,377 | ||
SOFR | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 0.94% | 0.94% | 0.95% | 0.95% |
2022/2020 Senior Unsecured Term Loan A-1 | Senior Unsecured Term Loans | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 375,000 | $ 375,000 | ||
2022/2020 Senior Unsecured Term Loan A-1 | Senior Unsecured Term Loans | SOFR | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 0.94% | 0.94% | 0.95% | 0.95% |
2022/2020 Senior Unsecured Term Loan A-1 | Senior Unsecured Term Loans | U.S. dollar | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 375,000 | $ 375,000 | ||
2022/2020 Senior Unsecured Term Loan A-2 | Senior Unsecured Term Loans | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 250,000 | $ 250,000 | ||
2022/2020 Senior Unsecured Term Loan A-2 | Senior Unsecured Term Loans | CDOR | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 0.94% | 0.94% | 0.95% | 0.95% |
2022/2020 Senior Unsecured Term Loan A-2 | Senior Unsecured Term Loans | Canadian dollar | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 188,800 | $ 184,450 | ||
Delayed Draw Tranche A-3 | Term Loan Delayed Draw Facility | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | 270,000 | $ 270,000 | 270,000 | $ 270,000 |
Senior Unsecured Term Loans | Senior Unsecured Term Loans | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 833,800 | $ 829,450 |
Debt - Schedule of Senior Uns_3
Debt - Schedule of Senior Unsecured Revolving Credit Facility (Details) € in Thousands, £ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands | 6 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 CAD ($) | Jun. 30, 2023 AUD ($) | Jun. 30, 2023 GBP (£) | Jun. 30, 2023 EUR (€) | Jun. 30, 2023 NZD ($) | Dec. 31, 2022 CAD ($) | Dec. 31, 2022 AUD ($) | Dec. 31, 2022 GBP (£) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 NZD ($) | |
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 3,325,411 | $ 3,082,377 | ||||||||||
2022/2020 Senior Unsecured Term Loan A-1 | Senior Unsecured Term Loans | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | 375,000 | 375,000 | ||||||||||
2022/2020 Senior Unsecured Term Loan A-1 | Senior Unsecured Term Loans | U.S. dollar | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 375,000 | 375,000 | ||||||||||
2022/2020 Senior Unsecured Term Loan A-1 | Senior Unsecured Term Loans | Secured Overnight Financing Adjustment Rate | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Contractual interest rate | 0.10% | |||||||||||
Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 723,436 | 500,052 | ||||||||||
Revolving Credit Facility | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 13,000 | $ 12,998 | ||||||||||
Revolving Credit Facility | Credit Facility | New Zealand dollar | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | 7,963 | 8,254 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 3 | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | 432,000 | 225,000 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 3 | Credit Facility | U.S. dollar | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 432,000 | $ 225,000 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 3 | Credit Facility | SOFR | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Contractual interest rate | 0.84% | 0.85% | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 4 | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 156,000 | $ 146,000 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 4 | Credit Facility | Australian dollar | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 103,958 | $ 99,470 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 4 | Credit Facility | BBSW | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Contractual interest rate | 0.84% | 0.85% | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 4 | Credit Facility | BKBM | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Contractual interest rate | 0.84% | 0.85% | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 2 | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | £ | £ 78,000 | £ 76,500 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 2 | Credit Facility | British pound sterling | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 99,083 | $ 92,435 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 2 | Credit Facility | Adjusted Sterling Overnight Interbank Average Rate | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Contractual interest rate | 0.03% | |||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 2 | Credit Facility | SONIA | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Contractual interest rate | 0.84% | 0.85% | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 1 | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 35,000 | $ 50,000 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 1 | Credit Facility | Canadian dollar | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 26,432 | $ 36,890 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 1 | Credit Facility | CDOR | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Contractual interest rate | 0.84% | 0.85% | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 5 | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | € | € 49,500 | € 35,500 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 5 | Credit Facility | Euro | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 54,000 | $ 38,003 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 5 | Credit Facility | EURIBOR | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Contractual interest rate | 0.84% | 0.85% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) $ in Thousands, € in Millions, £ in Millions, $ in Millions, $ in Millions | 6 Months Ended | ||||||||
Jun. 30, 2023 USD ($) | Jun. 30, 2023 GBP (£) | Jun. 30, 2023 AUD ($) | Jun. 30, 2023 EUR (€) | Jun. 30, 2023 NZD ($) | Dec. 31, 2022 GBP (£) | Dec. 31, 2022 AUD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 NZD ($) | |
Interest expense | |||||||||
Derivative [Line Items] | |||||||||
Loss to be reclassified in next twelve months | $ 15,900 | ||||||||
Foreign Exchange Forward | |||||||||
Derivative [Line Items] | |||||||||
Loss to be reclassified in next twelve months | 300 | ||||||||
Series D and Series E Notes | Senior Notes | |||||||||
Derivative [Line Items] | |||||||||
Amount of hedged loan | £ 78 | $ 156 | € 799.5 | £ 76.5 | $ 146 | € 785.5 | |||
Australian Intercompany Loan | Intercompany Loan Payable | Foreign Exchange Forward | |||||||||
Derivative [Line Items] | |||||||||
Amount of hedged loan | $ 153.5 | $ 153.5 | |||||||
New Zealand Intercompany Loan | Intercompany Loan Payable | Foreign Exchange Forward | |||||||||
Derivative [Line Items] | |||||||||
Amount of hedged loan | $ 37.5 | $ 37.5 | |||||||
2020 Senior Unsecured Revolving Credit Facility | Credit Facility | Interest rate swap assets | Revolving Credit Facility | |||||||||
Derivative [Line Items] | |||||||||
Loss to be reclassified in next twelve months | $ 2,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Interest Rate Swaps Outstanding (Details) - Interest rate swap assets - Designated derivatives $ in Thousands, $ in Thousands | Jun. 30, 2023 USD ($) | Jun. 30, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) |
Derivative [Line Items] | ||||
Fair Value | $ 24,124 | $ 15,572 | ||
Interest Rate Agreement Maturing December 29 2023 | ||||
Derivative [Line Items] | ||||
Notational amount | $ 200,000 | |||
Fixed Base Interest Rate Swap | 3.65% | 3.65% | ||
Fair Value | $ 1,627 | 2,240 | ||
Interest Rate Swap Agreement 1 Maturing July 30 2027 | ||||
Derivative [Line Items] | ||||
Notational amount | $ 200,000 | |||
Fixed Base Interest Rate Swap | 3.05% | 3.05% | ||
Fair Value | $ 4,924 | 2,328 | ||
Interest Rate Swap Agreement 2 Maturing July 30 2027 | ||||
Derivative [Line Items] | ||||
Notational amount | $ 175,000 | |||
Fixed Base Interest Rate Swap | 3.47% | 3.47% | ||
Fair Value | $ 3,548 | 2,020 | ||
Interest Rate Swap Agreement 1 Maturing December 31 2027 | ||||
Derivative [Line Items] | ||||
Notational amount | $ 270,000 | |||
Fixed Base Interest Rate Swap | 3.05% | 3.05% | ||
Fair Value | $ 9,772 | $ 8,034 | ||
Interest Rate Swap Agreement 2 Maturing December 31 2027 | ||||
Derivative [Line Items] | ||||
Notational amount | $ 250,000 | |||
Fixed Base Interest Rate Swap | 3.59% | 3.59% | ||
Fair Value | $ 4,253 | $ 950 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Fair Value Amounts of Derivative Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Derivative Assets | $ 35,006 | $ 23,520 |
Derivative Liabilities | $ 0 | $ 0 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Designated derivatives | Foreign exchange contracts | ||
Derivative [Line Items] | ||
Derivative Assets | $ 10,882 | $ 7,948 |
Derivative Liabilities | 0 | 0 |
Designated derivatives | Interest rate swap assets | ||
Derivative [Line Items] | ||
Derivative Assets | 24,124 | 15,572 |
Derivative Liabilities | $ 0 | $ 0 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Amounts in the Condensed Consolidated Statement of Operations, Including Impacts to Accumulated Other Comprehensive Income (AOCI) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | $ 26,020 | $ 12,666 | $ 17,456 | $ 8,341 |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | 3,661 | 11,108 | 7,661 | 6,632 |
Interest rate contracts | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | 14,295 | |||
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | 5,743 | |||
Interest rate contracts | Interest expense | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | 24,542 | 0 | 14,295 | 0 |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | 3,311 | 0 | 5,743 | 0 |
Interest rate contracts | Loss on debt extinguishment, modifications and termination of derivative instruments | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | 0 | 0 | 0 | |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | (627) | (626) | (1,247) | (1,253) |
Foreign exchange contracts | Interest expense | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | 0 | 0 | 0 | |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | 135 | 201 | 227 | 203 |
Foreign exchange contracts | Foreign currency exchange loss, net | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | 1,478 | 12,666 | 3,161 | 8,341 |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | $ 842 | $ 11,533 | $ 2,938 | $ 7,682 |
Derivative Financial Instrume_7
Derivative Financial Instruments - Offsetting Derivative Assets and Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Offsetting of Derivative Assets | ||
Gross Amounts of Recognized Assets | $ 35,006,000 | |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | $ 0 |
Net Amounts of Assets Presented in the Consolidated Balance Sheet | 35,006,000 | 23,520,000 |
Financial Instruments | 0 | 0 |
Cash Collateral Received | 0 | 0 |
Net Amount | 35,006,000 | 23,520,000 |
Derivative Asset, Not Subject to Master Netting Arrangement | $ 0 | 0 |
Derivative Liability, Not Subject to Master Netting Arrangement | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Measured at fair value on a recurring basis: | ||
Interest rate swap assets | $ 35,006 | $ 23,520 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Fair Value, Recurring | Interest rate swap assets | Level 2 | ||
Measured at fair value on a recurring basis: | ||
Interest rate swap assets | $ 15,572 | |
Fair Value, Recurring | Cross currency swap assets | Level 2 | ||
Measured at fair value on a recurring basis: | ||
Interest rate swap assets | 7,948 | |
Fair Value, Nonrecurring | Level 3 | ||
Disclosed at fair value: | ||
Senior unsecured notes, term loans, and revolving credit facility | $ 3,069,105 | $ 2,829,574 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Contingency [Line Items] | ||||
Income tax expense (benefit) | $ 464 | $ (12,069) | $ (1,180) | $ (12,777) |
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Income tax expense (benefit) | $ (6,500) | $ (6,500) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Feb. 18, 2020 USD ($) |
Preferred Freezer Services, LLC Litigation | |
Loss Contingencies [Line Items] | |
Litigation settlement from other party | $ 0.6 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income - Activity in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total pension and other postretirement benefits, net of tax | $ 28,114 | $ (22,422) | $ 16,427 | $ (11,018) |
Total change in other comprehensive income (loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total change in other comprehensive income (loss) | 28,114 | (22,422) | 16,427 | (11,018) |
(Loss) gain arising during the period | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
(Loss) gain arising during the period | (388) | (118) | 310 | (57) |
Amortization of prior service cost | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amount reclassified before tax | 0 | 5 | 0 | 11 |
Total pension and other postretirement benefits, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total pension and other postretirement benefits, net of tax | (388) | (113) | 310 | (46) |
Foreign currency translation adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
(Loss) gain arising during the period | 14,427 | (84,167) | 25,228 | (96,674) |
Other Comprehensive Income (Loss), Reclassification, Derecognition of Cumulative Foreign Currency Translations Upon Deconsolidation of Entity Contributed to a Joint Venture | 0 | (4,970) | 0 | (4,970) |
Amount reclassified before tax | (8,284) | 55,330 | (18,906) | 79,023 |
Total pension and other postretirement benefits, net of tax | 6,143 | (23,867) | 6,322 | (12,681) |
Hedge derivative | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
(Loss) gain arising during the period | 26,020 | 12,666 | 17,456 | 8,341 |
Net amount reclassified from AOCI to net (loss) gain | (3,661) | (11,108) | (7,661) | (6,632) |
Total unrealized gain on derivative contracts | $ 22,359 | $ 1,558 | $ 9,795 | $ 1,709 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Revenues
Segment Information - Revenues with a Reconciliation to Income (Loss) before Income Tax and Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment revenues: | ||||
Segment revenues: | $ 649,610 | $ 729,756 | $ 1,326,099 | $ 1,435,451 |
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 estate | 2,528 | 0 | 2,337 | 0 |
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 loan receivable | (21,972) | 0 | ||
Loss on put option | (56,576) | 0 | (56,576) | 0 |
Loss from continuing operations before income taxes | (96,063) | (4,828) | (97,897) | (21,333) |
Operating Segments | ||||
Segment revenues: | ||||
Segment revenues: | 649,610 | 729,756 | 1,326,099 | 1,435,451 |
Segment contribution: | ||||
Segment Contribution | 184,051 | 168,291 | 371,617 | 326,579 |
Operating Segments | Warehouse | ||||
Segment revenues: | ||||
Segment revenues: | 581,170 | 564,379 | 1,176,222 | 1,105,304 |
Segment contribution: | ||||
Segment Contribution | 172,842 | 150,985 | 347,669 | 297,243 |
Operating Segments | Transportation | ||||
Segment revenues: | ||||
Segment revenues: | 58,072 | 81,891 | 126,150 | 160,801 |
Segment contribution: | ||||
Segment Contribution | 9,809 | 13,585 | 21,469 | 22,114 |
Operating Segments | Third-party managed | ||||
Segment revenues: | ||||
Segment revenues: | 10,368 | 83,486 | 23,727 | 169,346 |
Segment contribution: | ||||
Segment Contribution | $ 1,400 | $ 3,721 | $ 2,479 | $ 7,222 |
Loss_Earnings per Common Shar_2
Loss/Earnings per Common Share - Reconciliation of Weighted Average Number of Common Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Weighted average common stock outstanding – basic (in shares) | 270,462 | 269,497 | 270,387 | 269,464 |
Dilutive effect of share-based awards (in shares) | 0 | 887 | 0 | 0 |
Weighted average common stock outstanding – diluted (in shares) | 270,462 | 270,384 | 270,387 | 269,464 |
Loss_Earnings per Common Shar_3
Loss/Earnings per Common Share - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 281 | 76 | 178 | 2,678 |
Employee stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 | 182 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 103 | 76 | 65 | 1,777 |
OP units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 178 | 0 | 113 | 719 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 637,944 | $ 718,968 | $ 1,302,019 | $ 1,413,871 |
Lease revenue | 11,666 | 10,788 | 24,080 | 21,580 |
Total revenues from contracts with all customers | $ 649,610 | $ 729,756 | $ 1,326,099 | $ 1,435,451 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Total revenues from contracts with all customers | Total revenues from contracts with all customers | Total revenues from contracts with all customers | Total revenues from contracts with all customers |
Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 263,517 | $ 231,563 | $ 522,511 | $ 450,528 |
Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 305,987 | 322,028 | 629,631 | 633,196 |
Warehouse services | Argo | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 100 | 4,200 | 100 | 7,400 |
Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 58,072 | 81,891 | 126,150 | 160,801 |
Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10,368 | 83,486 | 23,727 | 169,346 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 502,716 | 565,947 | 1,026,373 | 1,104,368 |
Lease revenue | 10,265 | 9,395 | 21,315 | 18,708 |
Total revenues from contracts with all customers | 512,981 | 575,342 | 1,047,688 | 1,123,076 |
North America | Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 222,990 | 192,127 | 442,072 | 374,066 |
North America | Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 246,268 | 255,829 | 507,899 | 493,998 |
North America | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 28,680 | 39,741 | 64,061 | 159,070 |
North America | Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,778 | 78,250 | 12,341 | 77,234 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 65,979 | 83,533 | 136,286 | 167,191 |
Lease revenue | 1,401 | 1,393 | 2,765 | 2,872 |
Total revenues from contracts with all customers | 67,380 | 84,926 | 139,051 | 170,063 |
Europe | Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 21,164 | 19,070 | 41,709 | 36,425 |
Europe | Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 24,338 | 30,425 | 50,694 | 62,622 |
Europe | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,477 | 34,038 | 43,883 | 0 |
Europe | Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 68,144 |
Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 65,417 | 64,781 | 131,922 | 132,604 |
Lease revenue | 0 | 0 | 0 | 0 |
Total revenues from contracts with all customers | 65,417 | 64,781 | 131,922 | 132,604 |
Asia-Pacific | Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 17,489 | 17,844 | 35,154 | 34,565 |
Asia-Pacific | Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34,078 | 34,139 | 68,450 | 73,341 |
Asia-Pacific | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 8,260 | 7,562 | 16,932 | 10,276 |
Asia-Pacific | Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 5,590 | 5,236 | 11,386 | 14,422 |
South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,832 | 4,707 | 7,438 | 9,708 |
Lease revenue | 0 | 0 | 0 | 0 |
Total revenues from contracts with all customers | 3,832 | 4,707 | 7,438 | 9,708 |
South America | Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,874 | 2,522 | 3,576 | 5,472 |
South America | Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,303 | 1,635 | 2,588 | 3,235 |
South America | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 655 | 550 | 1,274 | 0 |
South America | Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 1,001 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Performance Obligations, Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Variable consideration, percentage constrained | 100% |
Unsatisfied performance obligation | $ 652 |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Payment terms | 0 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Payment terms | 30 days |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligations, Expected Timing of Recognition, Narrative (Details) | Jun. 30, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, percentage of revenue | 17% |
Performance obligation, period for recognition | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, percentage of revenue | 83% |
Performance obligation, period for recognition | 12 years 3 months 18 days |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Balances, Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Receivables from contracts with customers | $ 446,000 | $ 421,100 |
Unearned revenue | $ 31,180 | $ 32,046 |