Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 06, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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, $0.01 par value per share | |
Trading Symbol | COLD | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 284,155,561 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001455863 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Period | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, buildings and equipment: | ||
Property, buildings and equipment - gross | $ 7,361,206 | $ 7,302,933 |
Accumulated depreciation | (2,330,672) | (2,196,196) |
Property, buildings and equipment – net | 5,030,534 | 5,106,737 |
Operating leases – net | 231,822 | 247,302 |
Financing leases – net | 105,770 | 105,164 |
Cash, cash equivalents and restricted cash | 44,198 | 60,392 |
Accounts receivable – net of allowance of $21,672 and $21,647 at June 30, 2024 and December 31, 2023, respectively | 429,080 | 426,048 |
Identifiable intangible assets – net | 874,788 | 897,414 |
Goodwill | 790,612 | 794,004 |
Investments in and advances to partially owned entities | 41,481 | 38,113 |
Other assets | 254,168 | 194,078 |
Total assets | 7,802,453 | 7,869,252 |
Liabilities: | ||
Borrowings under revolving line of credit | 619,636 | 392,156 |
Accounts payable and accrued expenses | 570,818 | 568,764 |
Senior unsecured notes and term loans – net of deferred financing costs of $9,254 and $10,578, in the aggregate, at June 30, 2024 and December 31, 2023, respectively | 2,574,022 | 2,601,122 |
Sale-leaseback financing obligations | 81,201 | 161,937 |
Financing lease obligations | 95,768 | 97,177 |
Operating lease obligations | 226,764 | 240,251 |
Unearned revenue | 27,290 | 28,379 |
Deferred tax liability – net | 129,512 | 135,797 |
Other liabilities | 7,854 | 9,082 |
Total liabilities | 4,332,865 | 4,234,665 |
Commitments and contingencies (Note 8 - Commitments and Contingencies) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value per share – 500,000,000 authorized shares; 284,079,137 and 283,699,120 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 2,840 | 2,837 |
Paid-in capital | 5,635,353 | 5,625,907 |
Accumulated deficit and distributions in excess of net earnings | (2,176,035) | (1,995,975) |
Accumulated other comprehensive income (loss) | (14,313) | (16,640) |
Total stockholders’ equity | 3,447,845 | 3,616,129 |
Net Income (Loss) Attributable to Noncontrolling Interest [Abstract] | ||
Noncontrolling interests | 21,743 | 18,458 |
Total equity | 3,469,588 | 3,634,587 |
Total liabilities and equity | 7,802,453 | 7,869,252 |
Land | ||
Property, buildings and equipment: | ||
Property, buildings and equipment - gross | 816,949 | 820,831 |
Buildings and improvements | ||
Property, buildings and equipment: | ||
Property, buildings and equipment - gross | 4,458,632 | 4,464,359 |
Machinery and equipment | ||
Property, buildings and equipment: | ||
Property, buildings and equipment - gross | 1,575,540 | 1,565,431 |
Assets under construction | ||
Property, buildings and equipment: | ||
Property, buildings and equipment - gross | $ 510,085 | $ 452,312 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts receivable, allowance | $ (21,672) | $ (21,647) |
Deferred financing costs | $ (9,254) | $ (10,578) |
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) | 284,079,137 | 283,699,120 |
Common Stock | ||
Common shares, shares outstanding (in shares) | 284,079,137 | 283,699,120 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Total revenues | $ 660,955 | $ 649,610 | $ 1,325,935 | $ 1,326,099 |
Operating expenses: | ||||
Depreciation and amortization | 89,649 | 84,892 | 181,744 | 169,916 |
Selling, general, and administrative | 59,453 | 53,785 | 124,879 | 116,640 |
Acquisition, cyber incident, and other, net | 3,013 | 27,235 | 18,011 | 34,382 |
Gain from sale of real estate | 0 | (2,528) | (3,514) | (2,337) |
Total operating expenses | 597,587 | 628,943 | 1,220,736 | 1,273,083 |
Operating income | 63,368 | 20,667 | 105,199 | 53,016 |
Other income (expense): | ||||
Interest expense | (33,180) | (36,431) | (66,610) | (70,854) |
Loss on debt extinguishment and termination of derivative instruments | (110,682) | (627) | (115,864) | (1,172) |
Loss from investments in partially owned entities | (1,034) | (709) | (1,983) | (1,357) |
Loss on put option | 0 | (56,576) | 0 | (56,576) |
Other, net | 14,623 | (415) | 24,149 | 1,018 |
Loss from continuing operations before income taxes | (66,905) | (96,063) | (55,109) | (97,897) |
Income tax (expense) benefit: | ||||
Current income tax | (1,857) | (1,923) | (3,232) | (3,900) |
Deferred income tax | 4,353 | 1,459 | 3,734 | 5,080 |
Total income tax benefit (expense) | 2,496 | (464) | 502 | 1,180 |
Net loss from continuing operations | (64,409) | (96,527) | (54,607) | (96,717) |
Net loss from discontinued operations | 0 | (8,275) | 0 | (10,656) |
Net loss | (64,409) | (104,802) | (54,607) | (107,373) |
Net loss attributable to noncontrolling interests | (300) | (78) | (238) | (87) |
Net loss attributable to Americold Realty Trust, Inc. | $ (64,109) | $ (104,724) | $ (54,369) | $ (107,286) |
Weighted average common stock outstanding – basic (in shares) | 284,683 | 270,462 | 284,664 | 270,387 |
Weighted average common stock outstanding – diluted (in shares) | 284,683 | 270,462 | 284,664 | 270,387 |
Net loss per common share from continuing operations - basic (in USD per share) | $ (0.23) | $ (0.36) | $ (0.19) | $ (0.36) |
Net loss per common share from discontinued operations - basic (in USD per share) | 0 | (0.03) | 0 | (0.04) |
Basic loss per share (in USD per share) | (0.23) | (0.39) | (0.19) | (0.40) |
Net loss per common share from continuing operations - diluted (in USD per share) | (0.23) | (0.36) | (0.19) | (0.36) |
Net loss per common share from discontinued operations - diluted (in USD per share) | 0 | (0.03) | 0 | (0.04) |
Diluted loss per share (in USD per share) | $ (0.23) | $ (0.39) | $ (0.19) | $ (0.40) |
Related party | ||||
Other income (expense): | ||||
Impairment of related party loan receivable | $ 0 | $ (21,972) | $ 0 | $ (21,972) |
Rent, storage, and warehouse services | ||||
Operating expenses: | ||||
Cost of operations | 395,856 | 408,328 | 796,435 | 828,553 |
Transportation services cost of operations | ||||
Operating expenses: | ||||
Cost of operations | 41,787 | 48,263 | 87,118 | 104,681 |
Third-party managed services cost of operations | ||||
Operating expenses: | ||||
Cost of operations | 7,829 | 8,968 | 16,063 | 21,248 |
Operating Segments | ||||
Revenues: | ||||
Total revenues | 660,955 | 649,610 | 1,325,935 | 1,326,099 |
Operating Segments | Rent, storage, and warehouse services | ||||
Revenues: | ||||
Total revenues | 600,387 | 581,170 | 1,198,097 | 1,176,222 |
Operating Segments | Transportation services cost of operations | ||||
Revenues: | ||||
Total revenues | 50,637 | 58,072 | 107,490 | 126,150 |
Operating Segments | Third-party managed services cost of operations | ||||
Revenues: | ||||
Total revenues | $ 9,931 | $ 10,368 | $ 20,348 | $ 23,727 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (64,409) | $ (104,802) | $ (54,607) | $ (107,373) |
Other comprehensive income (loss) - net of tax: | ||||
Adjustment to accrued pension liability | (91) | (388) | (104) | 310 |
Unrealized net (loss) gain on foreign currency | (10,624) | 6,143 | (11,205) | 6,322 |
Unrealized gain (loss) on cash flow hedges | 936 | 22,359 | 13,636 | 9,795 |
Other comprehensive income (loss) - net of tax attributable to Americold Realty Trust, Inc. | (9,779) | 28,114 | 2,327 | 16,427 |
Other comprehensive (loss) income attributable to noncontrolling interests | (68) | 112 | (17) | 77 |
Total comprehensive loss | $ (74,256) | $ (76,576) | $ (52,297) | $ (90,869) |
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 |
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 income (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 income (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 income (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 |
Beginning balance (in shares) at Dec. 31, 2023 | 283,699,120 | |||||
Beginning balance at Dec. 31, 2023 | 3,634,587 | $ 2,837 | 5,625,907 | (1,995,975) | (16,640) | 18,458 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 9,802 | 9,740 | 62 | |||
Other comprehensive income (loss) | 12,157 | 12,106 | 51 | |||
Distributions on common stock, restricted stock and OP units | (62,976) | (62,743) | (233) | |||
Stock-based compensation expense | 6,619 | 4,849 | 1,770 | |||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 276,843 | |||||
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | (281) | $ 3 | (284) | |||
Common share issuance related to employee stock purchase plan (in shares) | 58,148 | |||||
Common stock issuance related to employee stock purchase plan | 1,496 | $ 0 | 1,496 | |||
Ending balance (in shares) at Mar. 31, 2024 | 284,034,111 | |||||
Ending balance at Mar. 31, 2024 | 3,601,404 | $ 2,840 | 5,631,968 | (2,048,978) | (4,534) | 20,108 |
Beginning balance (in shares) at Dec. 31, 2023 | 283,699,120 | |||||
Beginning balance at Dec. 31, 2023 | 3,634,587 | $ 2,837 | 5,625,907 | (1,995,975) | (16,640) | 18,458 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (54,607) | |||||
Ending balance (in shares) at Jun. 30, 2024 | 284,079,137 | |||||
Ending balance at Jun. 30, 2024 | 3,469,588 | $ 2,840 | 5,635,353 | (2,176,035) | (14,313) | 21,743 |
Beginning balance (in shares) at Mar. 31, 2024 | 284,034,111 | |||||
Beginning balance at Mar. 31, 2024 | 3,601,404 | $ 2,840 | 5,631,968 | (2,048,978) | (4,534) | 20,108 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (64,409) | (64,109) | (300) | |||
Other comprehensive income (loss) | (9,847) | (9,779) | (68) | |||
Distributions on common stock, restricted stock and OP units | (63,238) | (62,948) | (290) | |||
Stock-based compensation expense | 6,064 | 3,771 | 2,293 | |||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 45,026 | |||||
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes | (386) | (386) | ||||
Ending balance (in shares) at Jun. 30, 2024 | 284,079,137 | |||||
Ending balance at Jun. 30, 2024 | $ 3,469,588 | $ 2,840 | $ 5,635,353 | $ (2,176,035) | $ (14,313) | $ 21,743 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities: | ||
Net income (loss) | $ (54,607) | $ (107,373) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 181,744 | 169,916 |
Amortization of deferred financing costs and pension withdrawal liability | 2,583 | 2,521 |
Loss on debt extinguishment and termination of derivative instruments | 115,864 | 1,172 |
Loss from investments in partially owned entities | 1,983 | 5,468 |
Stock-based compensation expense | 12,683 | 11,609 |
Deferred income taxes benefit | (3,734) | (5,080) |
Gain from sale of real estate | (3,514) | (2,337) |
(Gain) loss on other asset disposals | (263) | 99 |
Provision for doubtful accounts receivable | 1,368 | 2,255 |
Impairment of related party loan receivable | 0 | 21,972 |
Loss on put option | 0 | 56,576 |
Loss on classification as held for sale | 0 | 4,000 |
Non-cash lease expenses | 21,430 | 21,073 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (7,115) | (37,877) |
Accounts payable and accrued expenses | 14,931 | (23,675) |
Other assets | (51,985) | (25,387) |
Operating lease liabilities | (20,721) | (19,556) |
Other | (11,988) | 7,392 |
Net cash provided by operating activities | 198,659 | 82,768 |
Investing activities: | ||
Additions to property, buildings and equipment | (109,095) | (127,974) |
Business combinations | 0 | (40,743) |
Acquisitions of property, buildings and equipment | 0 | (20,081) |
Investments in and advances to partially owned entities and other | (9,260) | (18,487) |
Proceeds from sale of property, buildings and equipment | 9,179 | 7,715 |
Proceeds from sale of investments in partially owned entities | 0 | 36,896 |
Net cash used in investing activities | (109,176) | (162,674) |
Financing activities: | ||
Distributions paid on common stock, restricted stock units and noncontrolling interests | (126,185) | (119,806) |
Proceeds from stock options exercised | 2,024 | 1,565 |
Proceeds from employee stock purchase plan | 1,496 | 1,453 |
Remittance of withholding taxes related to employee stock-based transactions | (2,691) | (2,024) |
Proceeds from revolving line of credit | 602,224 | 439,665 |
Repayment on revolving line of credit | (368,314) | (219,941) |
Repayment of sale-leaseback financing obligations | (4,891) | (4,435) |
Termination of sale-leaseback financing obligations | (190,954) | 0 |
Repayment of financing lease obligations | (19,905) | (19,964) |
Net cash (used in) provided by financing activities | (107,196) | 76,513 |
Net decrease in cash, cash equivalents and restricted cash | (17,713) | (3,393) |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 1,519 | (797) |
Cash, cash equivalents and restricted cash: | ||
Beginning of period | 60,392 | 53,063 |
End of period | 44,198 | 48,873 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Addition of property, buildings and equipment on accrual | 29,168 | 54,891 |
Addition of property, buildings and equipment under financing lease obligations | 19,609 | 18,601 |
Addition of property, buildings and equipment under operating lease obligations | 1,055 | 5,622 |
Supplemental cash flow information: | ||
Interest paid – net of amounts capitalized | 63,268 | 68,128 |
Income taxes paid – net of refunds | 3,975 | 3,582 |
Asset Acquisitions | ||
Allocation of purchase price of property, buildings and equipment to: | ||
Cash paid for acquisition of property, buildings and equipment | 0 | 20,081 |
Asset Acquisitions | Land | ||
Allocation of purchase price of property, buildings and equipment to: | ||
Property, plant and equipment, additions | 0 | 7,887 |
Asset Acquisitions | Buildings and improvements | ||
Allocation of purchase price of property, buildings and equipment to: | ||
Property, plant and equipment, additions | 0 | 7,605 |
Asset Acquisitions | Machinery and equipment | ||
Allocation of purchase price of property, buildings and equipment to: | ||
Property, plant and equipment, additions | $ 0 | $ 4,589 |
General
General | 6 Months Ended |
Jun. 30, 2024 | |
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 storage, logistics, real estate and value added services, and is focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. The REIT operates 239 warehouses globally, with 195 in North America, 25 in Europe, 17 in Asia-Pacific, and 2 in South America as of June 30, 2024. Our business includes three primary business segments: warehouse, transportation and third-party managed. We have minority interests in two joint ventures: SuperFrio (operates 35 temperature-controlled warehouses in Brazil), and RSA (operates 2 temperature-controlled warehouses in Dubai). Basis of Presentation and Principles of Consolidation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited Condensed Consolidated Financial Statements do not include all disclosures associated with the Company’s Consolidated Annual Financial Statements included in its 2023 Annual Report on Form 10-K as filed with the SEC, and, accordingly, should be read in conjunction with the referenced annual report. In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments considered necessary for a fair presentation, all of which are normal and recurring in nature, with exception of the foreign currency adjustment described further below. The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries where the Company exerts control. Intercompany balances and transactions have been eliminated. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Investments in which the Company does not have control, and is not the primary beneficiary of a Variable Interest Entity (“VIE”), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications The Condensed Consolidated Statement of Cash Flows includes various reclassifications, all within Cash Provided by Operating Activities, to conform current and prior period presentation. Recent Capital Markets Activity Universal Shelf Registration Statement On March 17, 2023, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No. 333-270664 and 333-270664-01) (the “Registration Statement”), registering an indeterminate amount of (i) the Company’s common stock, $0.01 par value per share, (ii) the Company’s preferred stock, $0.01 par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common stock or preferred stock or depositary shares and (v) debt securities of the Operating Partnership, which may be fully and unconditionally guaranteed by the Company. At the Market (ATM) Equity Program On March 17, 2023, the Company entered into an equity distribution agreement pursuant to which we could sell, from time to time, up to an aggregate sales price of $900.0 million of our common stock through an ATM Equity Program (the “Prior ATM Equity Program”). Sales of our common stock made pursuant to the Prior ATM Equity Program could be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and the Company. Sales could also be made on a forward basis pursuant to separate forward sale agreements. During August of 2023, we sold 13,244,905 common shares under the Prior ATM Equity Program for net proceeds of $412.6 million . The net proceeds from sales of our common stock pursuant to the Prior ATM Equity Program were used to repay a portion of the revolver borrowings . On November 9, 2023, we entered into an equity distribution agreement that was substantially identical to and replaced the prior equity distribution agreement, and pursuant to which we may sell, from time to time, up to an additional $900.0 million of our common shares through our ATM Equity Program (the “Current ATM Equity Program”). During the three and six months ended June 30, 2024 we did not sell any shares of our common stock under the Current ATM Equity Program. Project Orion In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system. The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities. Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others. We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology applications and infrastructure rationalization, reduced employee turnover, working capital efficiency and reduced IT maintenance capital expenditures. The activities associated with Project Orion are expected to be substantially complete within three years from the project’s start date. Since inception, the Company has incurred $107.3 million of implementation costs related to Project Orion of which $69.4 million has been deferred within “Other assets” on the Condensed Consolidated Balance Sheets as of June 30, 2024. During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion. The implementation costs deferred within “Other assets” on the Condensed Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Condensed Consolidated Statements of Operations. The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally three For further information regarding Project Orion, refer to the Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K as filed with the SEC. Cybersecurity Incident On April 26, 2023, the Company became aware of a cybersecurity incident impacting a certain number of our systems and partially impacting operations for a limited period of time (the “Cyber Incident”). The Company engaged an external cyber security expert to initiate responses to contain and remediate the incident, and commence a forensic investigation. Actions taken included preventative measures such as shutting down certain operating systems, supplementing existing security monitoring with additional scanning and other protective measures. The Company also notified law enforcement and its customers, informing them of both the incident and management’s efforts to minimize its impact on the Company’s daily operations. Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed operations at pre-cyberattack levels by June 30, 2023. The Company engaged a leading cybersecurity defense firm that completed a forensic investigation of the incident and provided recommended actions in response to the findings. As of December 31, 2023, the Company completed many of the recommended remediation activities associated with the Cyber Incident and continues to enhance its policies and procedures meant to assess, identify, and effectively manage cybersecurity risks, threats, and incidents. Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber Incident have been recorded within “Acquisition, cyber incident, and other, net” in the Condensed Consolidated Statements of Operations. This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles. Foreign Currency Related Transactions Exchange rate adjustments resulting from foreign currency transactions are recognized in “Net loss”, whereas effects resulting from the translation of financial statements are recognized in “Unrealized net (loss) gain on foreign currency” in the Condensed Consolidated Statements of Comprehensive (Loss) Income. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates. For the three months ended June 30, 2024 and June 30, 2023, respectively, the amount of foreign currency remeasurement recognized on the Condensed Consolidated Statements of Operations within “Other, net” was a gain of $11.3 million and a loss of $0.2 million. For the six months ended June 30, 2024 and June 30, 2023, respectively, the amount of foreign currency remeasurement recognized on the Condensed Consolidated Statements of Operations was a gain of $10.9 million and $0.2 million. The amount recognized for the three and six months ended June 30, 2024 includes an adjustment related to our net investment hedges further described in Note 5 - Derivative Financial Instruments to these Condensed Consolidated Financial Statements. For the three months ended June 30, 2024 and June 30, 2023, respectively, the amount of foreign currency translation recognized within the the Condensed Consolidated Statements of Comprehensive Income (Loss) within “Unrealized net (loss) gain on foreign currency” was a loss of $10.6 million and a gain of $6.1 million. For the six months ended June 30, 2024 and June 30, 2023, respectively, the amount of foreign currency translation recognized on the Condensed Consolidated Statements of Comprehensive Income (Loss) was a loss of $11.2 million and a gain of $6.3 million. Loss on Debt Extinguishment During the three months ended March 31, 2024, the Company purchased two facilities that were previously accounted for as failed sale-leaseback financing obligations for total consideration of $20.5 million. During the three months ended June 30, 2024, the Company purchased the remaining nine facilities in the Company’s lease portfolio with a lessor that were previously accounted for as failed sale-leaseback financing obligations for total consideration of $170.5 million. Total cash outflows related to these purchases of $191.0 million are included within “Termination of sale-leaseback financing obligations” on the Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2024. These purchases resulted in the recognition of a $110.4 million and $115.1 million loss on debt extinguishment during the three and six months ended June 30, 2024, respectively. These amounts are recognized within “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statement of Operations included herein. Recent Rules and Accounting Pronouncements In March 2024, the Securities and Exchange Commission (the “SEC”) adopted the final rules that will require certain climate-related information in registration statements and annual reports. In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. The new rules include a requirement to disclose material climate-related risks, descriptions of board oversight and risk management activities, the material impacts of these risks on a registrants’ strategy, business model and outlook, and any material climate-related targets or goals, as well as material effects of severe weather events and other natural conditions and greenhouse gas emissions. Prior to the stay in the new rules, they would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosure which would have been effective for annual periods beginning January 1, 2026. The Company is currently evaluating the impact of these rules on its disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements. ASU 2023-07 is effective retrospectively for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures. |
Acquisition, cyber incident and
Acquisition, cyber incident and other, net | 6 Months Ended |
Jun. 30, 2024 | |
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 2024 2023 2024 2023 Project Orion expenses $ 11,984 $ 2,543 19,798 $ 4,488 Acquisition and integration related costs 1,345 2,402 2,351 4,188 Severance costs 1,030 2,793 4,864 6,209 Other, net (462) 499 (833) 499 Cyber incident related costs, net of insurance recoveries (10,884) 18,998 (8,169) 18,998 Total acquisition, cyber incident and other, net $ 3,013 $ 27,235 $ 18,011 $ 34,382 Project Orion expenses represent the non-capitalizable portion of our Project Orion costs incurred during the three and six months ended June 30, 2024 and 2023 . Project Orion is an investment in and transformation of our technology systems, business processes and customer solutions. The first phase of the project was deployed during the three months ended June 2024. See Note 1 - General to the Condensed Consolidated Financial Statements herein for further details on the overall project description and related amortization of deferred costs. Acquisition related costs include costs associated with business transactions, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees. We also include integration costs pre- and post-acquisition that reflect work being performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to support future acquisitions, and primarily consist of professional services. We consider acquisition related costs to be corporate costs regardless of the segment or segments involved in the transaction. Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies in Europe and reduction in workforce costs associated with exiting or selling non-strategic warehouses or businesses. Cyber incident related costs, net of insurance recoveries, represents the receipt of business interruption insurance proceeds and incremental costs associated with the Cyber Incident which is further described in N ote 1 - General |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table reflects a summary of our outstanding indebtedness as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Carrying Amount Carrying Amount Senior Unsecured Notes $ 1,755,411 $ 1,777,925 Senior Unsecured Term Loans 827,865 833,775 Senior Unsecured Revolving Credit Facility 619,636 392,156 Total principal amount of indebtedness $ 3,202,912 $ 3,003,856 Less: unamortized deferred financing costs (9,254) (10,578) Total indebtedness, net of deferred financing costs $ 3,193,658 $ 2,993,278 The following table provides the details of our Senior Unsecured Notes (in thousands): June 30, 2024 December 31, 2023 Stated Maturity Date Contractual Interest Rate Borrowing Currency Carrying Amount (USD) Borrowing Currency Carrying Amount (USD) Series A Notes 01/2026 4.68% $ 200,000 $ 200,000 $ 200,000 $ 200,000 Series B Notes 01/2029 4.86% $ 400,000 400,000 $ 400,000 400,000 Series C Notes 01/2030 4.10% $ 350,000 350,000 $ 350,000 350,000 Series D Notes 01/2031 1.62% € 400,000 429,552 € 400,000 441,560 Series E Notes 01/2033 1.65% € 350,000 375,859 € 350,000 386,365 Total Senior Unsecured Notes $ 1,755,411 $ 1,777,925 The following table provides the details of our Senior Unsecured Term Loans (in thousands): June 30, 2024 December 31, 2023 Stated Maturity Date Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Tranche A-1 08/2027 SOFR + 0.94% $ 375,000 $ 375,000 SOFR + 0.94% $ 375,000 $ 375,000 Tranche A-2 01/2028 CORRA + 0.94% C$ 250,000 182,865 CDOR + 0.94% C$ 250,000 188,775 Delayed Draw Tranche A-3 01/2028 SOFR + 0.94% $ 270,000 270,000 SOFR + 0.94% $ 270,000 270,000 Total Senior Unsecured Term Loan Facility $ 827,865 $ 833,775 (1) SOFR = one-month Adjusted Term SOFR; CDOR = one-month CDOR; CORRA = daily adjusted CORRA. Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.10%, in addition to the margin. Tranche A-2 CORRA includes and adjustment of 0.30%, in addition to the margin. Refer to Note 5 - Derivative Financial Instruments for details of the related interest rate swaps. The following table provides the details of our Senior Unsecured Revolving Credit Facility (in thousands): June 30, 2024 December 31, 2023 Denomination of Draw Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) U.S. dollar SOFR + 0.84% $ 360,000 $ 360,000 SOFR + 0.84% $ 34,000 $ 34,000 Australian dollar BBSW + 0.84% A$ 197,000 131,523 BBSW + 0.84% A$ 191,000 130,108 British pound sterling SONIA + 0.84% £ — — SONIA + 0.84% £ 78,000 99,302 Canadian dollar CORRA + 0.84% C$ 35,000 25,601 CDOR + 0.84% C$ 35,000 26,429 Euro EURIBOR + 0.84% € 70,500 75,709 EURIBOR + 0.84% € 67,500 74,513 New Zealand dollar BKBM + 0.84% NZD 44,000 26,803 BKBM + 0.84% NZD 44,000 27,804 Total Senior Unsecured Revolving Credit Facility $ 619,636 $ 392,156 (1) SOFR = daily adjusted SOFR; CDOR = one-month CDOR; CORRA = daily adjusted CORRA; EURIBOR = one-month Euro Interbank Offered Rate (EURIBOR); SONIA = Adjusted Sterling Overnight Interbank Average Rate; BBSW = Bank Bill Swap Rate; BKBM = Bank Bill Reference Rate. We have elected Daily SOFR for the entirety of our U.S. dollar denominated borrowings shown above, which includes an adjustment of 0.10%, in addition to the margin. Our British pound sterling borrowings bore interest tied to adjusted SONIA, which included an adjustment of 0.03% in addition to our margin. Our Canadian dollar borrowings bore interest tied to daily adjusted CORRA, which included an adjustment of 0.30% in addition to our margin. Refer to Note 9 - Debt of the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC for further details of our outstanding indebtedness. As of June 30, 2024, we were in compliance with all debt covenants. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Designated Non-derivative Financial Instruments As of June 30, 2024, the Company design ated A$197.0 million and €820.5 million of debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. As of December 31, 2023, the Company designated £78.0 million , A$191.0 million and €817.5 million debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. The remeasurement of these instruments is recorded in “ Change in unrealized net (loss) gain on foreign currency ” on the accompanying Condensed Consolidated Statements of C omprehensive Income (Loss). The Company determined that its previous designation of £78.0 million of debt and accrued interest as a hedge of its net investment in its United Kingdom-based subsidiary did not qualify for hedge accounting, and the cumulative foreign exchange gain associated with this transaction of $10.4 million has been recorded as a gain on foreign exchange within “Other, net” on the Condensed Consolidated Statements of Operations for the three and six months period ended June 30, 2024. The Company has determined that the impacts of this adjustment are immaterial to the current and prior period interim and annual financial statements and disclosures. Furthermore, the Company fully paid off the balance of this revolving debt during the three months ended June 30, 2024. Derivative Financial Instruments The Company is subject to volatility in interest rates due to variable-rate debt. To manage this risk, the Company periodically enters into interest rate swap agreements. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective swap agreement without an exchange of the underlying notional amount. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in interest rates. The following table includes the key provisions of the interest rate swaps outstanding as of June 30, 2024 and December 31, 2023 (fair value in thousands): Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of June 30, 2024 Liability Fair Value as of June 30, 2024 $200 million 3.05% 12/29/2023 7/30/2027 $ 6,804 $ — $175 million 3.47% 11/30/2022 7/30/2027 3,846 — $270 million 3.05% 11/01/2022 12/31/2027 9,806 — C$250 million 3.59% 9/23/2022 12/31/2027 1,640 — Total $ 22,096 $ — Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of December 31, 2023 Liability Fair Value as of December 31, 2023 $200 million 3.05% 12/29/2023 7/30/2027 $ 3,687 $ — $175 million 3.47% 11/30/2022 7/30/2027 788 — $270 million 3.05% 11/01/2022 12/31/2027 5,106 — C$250 million 3.59% 9/23/2022 12/31/2027 — 330 Total $ 9,581 $ 330 In addition, the Company is subject to volatility in foreign exchange rates due to its foreign-currency denominated intercompany loan. The Company implemented a cross-currency swap to manage the foreign currency exchange rate risk on its intercompany loan. This agreement effectively mitigates the Company’s exposure to fluctuations in cash flows due to foreign exchange rate risk. This agreement involves the receipt of fixed USD amounts in exchange for payment of fixed Australian Dollar amounts over the life of the intercompany loan. The entirety of the Company’s outstanding intercompany loan receivable balance of A$153.5 million was hedged under the cross-currency swap agreement at June 30, 2024 and December 31, 2023 . There have been no significant changes to our policy or strategy related to derivative financial instruments from what was disclosed in our 2023 Annual Report on Form 10-K. During the next twelve months, the Company estimates that an additional $0.3 million will be reclassified as a decrease to “ Foreign currency exchange loss ” (a component of “Other, net” on the Condensed Consolidated Statements of Operations) and an additional $12.9 million will be reclassified as a decrease to “Interest expense” and a corresponding increase to operating cash flows. A dditionally, during the current year, the Company estimates that an additional $0.2 million will be reclassified as an increase to “Loss on debt extinguishment and termination of derivative instruments”. The Company determines the fair value of its derivative instruments using a present value calculation with significant observable inputs classified as Level 2 of the fair value hierarchy. Derivative asset balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Other assets” and derivative liability balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Accounts payable and accrued expenses”. The following table presents the fair value of the derivative financial instruments as of June 30, 2024 and December 31, 2023 (in thousands): Derivative Assets Derivative Liabilities June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 (In thousands) Designated derivatives Foreign exchange contracts $ 7,826 $ 5,899 $ — $ — Interest rate contracts 22,096 9,581 — 330 Total fair value of derivatives $ 29,922 $ 15,480 $ — $ 330 The following tables present the effect of the Company’s derivative financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023, including the impacts to Accumulated Other Comprehensive (Loss) Income (AOCI) (in thousands): Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended June 30, Three Months Ended June 30, 2024 2023 2024 2023 Interest rate contracts $ 4,273 $ 24,542 Interest expense $ 4,288 $ 3,311 Interest rate contracts — — Loss on debt extinguishment and termination of derivative instruments (1) (324) (627) Foreign exchange contracts (1,698) 1,478 Foreign currency exchange loss, net (2,387) 842 Foreign exchange contracts — — Interest expense 62 135 Total designated cash flow hedges $ 2,575 $ 26,020 $ 1,639 $ 3,661 (1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. During the three months ended June 30, 2024, the Company recorded an increase to “Loss on debt extinguishment and termination of derivative instruments” related to this transaction. Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Six Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest rate contracts $ 21,479 $ 14,295 Interest expense $ 8,663 $ 5,743 Interest rate contracts — — Loss on debt extinguishment and termination of derivative instruments (1) (748) (1,247) Foreign exchange contracts 2,134 3,161 Foreign currency exchange loss, net 1,855 2,938 Foreign exchange contracts — — Interest expense 207 227 Total designated cash flow hedges $ 23,613 $ 17,456 $ 9,977 $ 7,661 (1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. During the six months ended June 30, 2024, the Company recorded an increase to “Loss on debt extinguishment and termination of derivative instruments” related to this transaction. In 2020, the Company terminated the two interest rate swaps related to the 2020 Senior Unsecured Credit Facility for a fee of $16.4 million, of which $8.7 million was recorded in “Accumulated other comprehensive loss” and is being amortized to “Loss on debt extinguishment and termination of derivative instruments” through 2024. The Company’s derivatives are subject to master netting agreements, but there was no impact of offsetting as of June 30, 2024 and December 31, 2023. As of June 30, 2024 and December 31, 2023, the Company has not posted any collateral related to these agreements. The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default of its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As of June 30, 2024 and December 31, 2023, the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and revolving line of credit approximate their fair values due to the short-term nature of maturities or variable rates of interest on the instruments. The Company’s assets and liabilities measured or disclosed at fair value are as follows (in thousands): Fair Value Fair Value Hierarchy June 30, 2024 December 31, 2023 Measured at fair value during the current reporting period: Interest rate swap assets Level 2 $ 22,096 $ 9,581 Interest rate swap liabilities Level 2 — $ 330 Cross currency swap asset Level 2 $ 7,826 $ 5,899 Disclosed at fair value: Senior unsecured notes, term loans, and revolving credit facility Level 3 $ 3,017,147 $ 2,821,064 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate for the three and six months ended June 30, 2024 and 2023 varies from the statutory U.S. federal income tax rate primarily due to the Company being designated as a REIT that is generally treated as a non-tax paying entity. During the three and six months ended June 30, 2024 and 2023, the effective tax rate was impacted by the blend of pre-tax book income and losses generated year over year by jurisdiction. The international tax framework (“Pillar 2”) created by the Organization for Economic Co-operation and Development includes a global minimum tax of 15 percent. Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and is effective for the Company's 2024 calendar year. The Company has concluded that the legislation does not have a material impact on the Company’s income tax expense. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies April 2023 Cyber Incident As a result of the Cyber Incident referenced in Note 1- G eneral to the Condensed Consolidated Financial Statements, the Company has received claims for reimbursement from a number of customers pursuant to the terms of the contracts between each of those customers and the Company. As of June 30, 2024, the Company maintains an accrual of $5.2 million. This represents management’s best estimate of the amount of loss related to such claims based on its evaluation of the relevant contract terms and other relevant facts and circumstances. Legal Proceedings In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reasonably estimated, then a loss is recorded. In addition to any matters discussed herein, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows. Environmental Matters The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations. The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company had nominal amounts recorded as environmental liabilities in “Accounts payable and accrued expenses” as of June 30, 2024 and December 31, 2023 on the Condensed Consolidated Balance Sheets. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Future changes in applicable environmental laws or regulations, or in the interpretations of such laws and regulations, could negatively impact the Company. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There were no material unrecorded contingent liabilities as of June 30, 2024 and December 31, 2023. Occupational Safety and Health Act (OSHA) |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The Company reports activity in AOCI for foreign currency translation adjustments, including the translation adjustment for investments in partially owned entities, unrealized gains and losses on designated derivatives, and minimum pension liability adjustments (net of tax). The activity in AOCI for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Opening Balance $ (4,534) $ (17,737) $ (16,640) $ (6,050) Pension and other postretirement benefits: Balance at beginning of period, net of tax $ 370 $ 3,325 $ 383 $ 2,627 (Loss) gain arising during the period (91) (388) (104) 310 Balance at end of period, net of tax $ 279 $ 2,937 $ 279 $ 2,937 Foreign currency translation adjustments: Balance at beginning of period, net of tax $ (32,168) $ (26,416) $ (31,587) $ (26,595) Cumulative translation adjustment 262 14,427 27,115 25,228 Derivative net investment hedges (10,886) (8,284) (38,320) (18,906) Net (loss) gain on foreign currency translation (10,624) 6,143 (11,205) 6,322 Balance at end of period, net of tax $ (42,792) $ (20,273) $ (42,792) $ (20,273) Designated derivatives: Balance at beginning of period, net of tax $ 27,264 $ 5,354 $ 14,564 $ 17,918 Cash flow hedge derivatives 2,575 26,020 23,613 17,456 Net amount reclassified from AOCI to net loss (1,639) (3,661) (9,977) (7,661) Net gain on designated derivatives 936 22,359 13,636 9,795 Balance at end of period, net of tax $ 28,200 $ 27,713 $ 28,200 $ 27,713 Closing accumulated other comprehensive income (loss) $ (14,313) $ 10,377 $ (14,313) $ 10,377 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
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 Net loss from continuing operations before income taxes for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Segment revenues: Warehouse $ 600,387 $ 581,170 $ 1,198,097 $ 1,176,222 Transportation 50,637 58,072 107,490 126,150 Third-party managed 9,931 10,368 20,348 23,727 Total revenues 660,955 649,610 1,325,935 1,326,099 Segment contribution: Warehouse 204,531 172,842 401,662 347,669 Transportation 8,850 9,809 20,372 21,469 Third-party managed 2,102 1,400 4,285 2,479 Total segment contribution 215,483 184,051 426,319 371,617 Reconciling items: Depreciation and amortization (89,649) (84,892) (181,744) (169,916) Selling, general, and administrative (59,453) (53,785) (124,879) (116,640) Acquisition, cyber incident, and other, net (3,013) (27,235) (18,011) (34,382) Gain from sale of real estate — 2,528 3,514 2,337 Interest expense (33,180) (36,431) (66,610) (70,854) Other, net 14,623 (415) 24,149 1,018 Impairment of related party loan receivable — (21,972) — (21,972) Loss on put option — (56,576) — (56,576) Loss on debt extinguishment and termination of derivative instruments (110,682) (627) (115,864) (1,172) Loss from investments in partially owned entities (1,034) (709) (1,983) (1,357) Loss from continuing operations before income taxes $ (66,905) $ (96,063) $ (55,109) $ (97,897) |
Loss per Common Share
Loss per Common Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Loss per Common Share | Loss per Common Share Basic loss per share and Diluted loss per share are calculated by dividing the Net loss attributable to common stockholders by the basic and diluted weighted-average number of common shares outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings per share because it distributes non-forfeitable dividend equivalents on restricted stock units and Operating Partnership units (“OP units”) granted to certain employees and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and OP units are unvested. A reconciliation of the basic and diluted weighted-average number of common shares outstanding for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Weighted average common shares outstanding – basic 284,683 270,462 284,664 270,387 Dilutive effect of stock-based awards — — — — Weighted average common shares outstanding – diluted 284,683 270,462 284,664 270,387 For the three and six months ended June 30, 2024 and June 30, 2023, respectively, potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss for such periods. Consequently, the Company did not have any adjustments between basic and diluted loss per share related to stock-based awards for those periods. The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Restricted stock units 862 103 568 65 OP units 407 178 247 113 1,269 281 815 178 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023 within the segments and geographic region (in thousands): Three Months Ended June 30, 2024 North America Europe Asia-Pacific South America Total Warehouse rent and storage $ 213,562 $ 18,381 $ 18,301 $ 2,065 $ 252,309 Warehouse services 272,698 25,213 33,366 1,439 332,716 Transportation 24,831 15,608 9,531 667 50,637 Third-party managed 4,148 — 5,783 — 9,931 Total revenues (1) 515,239 59,202 66,981 4,171 645,593 Lease revenue (2) 12,668 1,229 1,465 — 15,362 Total revenues from contracts with all customers $ 527,907 $ 60,431 $ 68,446 $ 4,171 $ 660,955 Three Months Ended June 30, 2023 North America Europe Asia-Pacific South America Total Warehouse rent and storage $ 222,990 $ 21,164 $ 17,489 $ 1,874 $ 263,517 Warehouse services 246,268 24,338 34,078 1,303 305,987 Transportation 28,680 20,477 8,260 655 58,072 Third-party managed 4,778 — 5,590 10,368 Total revenues (1) 502,716 65,979 65,417 3,832 637,944 Lease revenue (2) 10,265 1,401 — — 11,666 Total revenues from contracts with all customers $ 512,981 $ 67,380 $ 65,417 $ 3,832 $ 649,610 (1) Revenues are within the scope of ASC 606, Revenue From Contracts with Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards. (2) Revenues are within the scope of ASC 842, Leases . Six Months Ended June 30, 2024 North America Europe Asia-Pacific South America Total Warehouse rent and storage $ 430,957 $ 36,245 $ 37,363 $ 3,577 $ 508,142 Warehouse services 540,486 50,201 67,856 2,459 661,002 Transportation 57,726 30,504 18,089 1,171 107,490 Third-party managed 8,586 — 11,762 — 20,348 Total revenues (1) 1,037,755 116,950 135,070 7,207 1,296,982 Lease revenue (2) 24,745 2,743 1,465 — 28,953 Total revenues from contracts with all customers $ 1,062,500 $ 119,693 $ 136,535 $ 7,207 $ 1,325,935 Six Months Ended June 30, 2023 North America Europe Asia-Pacific South America Total Warehouse rent and storage $ 442,072 $ 41,709 $ 35,154 $ 3,576 $ 522,511 Warehouse services 507,899 50,694 68,450 2,588 629,631 Transportation 64,061 43,883 16,932 1,274 126,150 Third-party managed 12,341 — 11,386 — 23,727 Total revenues (1) 1,026,373 136,286 131,922 7,438 1,302,019 Lease revenue (2) 21,315 2,765 — — 24,080 Total revenues from contracts with all customers $ 1,047,688 $ 139,051 $ 131,922 $ 7,438 $ 1,326,099 (1) Revenues are within the scope of ASC 606, Revenue From Contracts with Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards. (2) Revenues are within the scope of ASC 842, Leases . Performance Obligations Substantially all our revenue for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts is recognized over time as the customer benefits equally throughout the period until the contractual term expires. Typically, revenue is recognized over time using an output measure (e.g. passage of time). Revenue is recognized at a point in time upon delivery when the customer typically obtains control, for most accessorial services, transportation services and reimbursed costs. For arrangements containing non-cancellable contract terms, any variable consideration related to storage renewals or incremental handling charges above stated minimums are 100% constrained and not included in the aggregate amount of the transaction price allocated to the unsatisfied performance obligations disclosed below, given the degree in difficulty in estimation. Payment terms are generally 0-30 days upon billing, which is typically monthly, either in advance or subsequent to the performance of services. The same payment terms typically apply for arrangements containing variable consideration. The Company has no material warranties or obligations for allowances, refunds or other similar obligations. As of June 30, 2024, the Company had $1.4 billion of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize approximately 12.0% of these remaining performance obligations as revenue in 2024, and the remaining 88.0% to be recognized over a weighted average period of 15.7 years through 2042. Contract Balances The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenue (contract liabilities) on the accompanying Condensed Consolidated Balance Sheets. Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets. However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the three and six months ended June 30, 2024, were not materially impacted by any other factors. Receivable balances related to contracts with customers accounted for under ASC 606 were $424.5 million and $420.2 million million as of June 30, 2024 and December 31, 2023, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842. Balances in unearned revenue related to contracts with customers were $27.3 million and $28.4 million as of June 30, 2024 and December 31, 2023, respectively. Substantially all revenue that was included in the contract liability balances at the beginning of 2023 has been recognized as of June 30, 2024, and represents revenue from the satisfaction of monthly storage and handling services with average customer inventory turns of approximately 30 days. |
Acquisitions & Discontinued Ope
Acquisitions & Discontinued Operations | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisitions & Discontinued Operations | Acquisitions & Discontinued Operations Purchase of Comfrio Joint Venture During 2020, the Company acquired 22% of equity ownership in Agrofundo Brazil II Fundode Investimento em Participações or the “Comfrio” joint venture. The joint venture agreement included a fair value call/put option that allowed the remaining 78% interest in Comfrio to be either purchased by or sold to the Company through either the exercise of the Company’s call option or the exercise of the general partner’s put option. Once the exercise of the put was deemed probable, the Company remeasured its equity interest, which was deemed to be nominal, and the fair value of the put option, which resulted in a loss of $56.6 million recognized within “Loss on put option” in our Condensed Consolidated Statement of Operations. The fair value of the put option was determined using inputs classified as Level 3 within the fair value hierarchy. In April 2023, the two parties received regulatory approval from the Brazilian government, and the acquisition closed on May 30, 2023. Upon acquisition, the Company committed to a plan to sell Comfrio in its present condition and initiated a program to locate a buyer and complete the disposition. In August 2023, the Company sold the assets and liabilities of Comfrio. The Comfrio acquisition and disposition are further described i n Note 3 - Business Combinations and Asset Acquisitions to the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC. The primary components of “Net loss from discontinued operations” in our Condensed Consolidated Statement of Operations during the three and six months ended June 30, 2024 and 2023 are included in the table below (in thousands): Three Months Ended June 30, Six Months Ended June 30, Results of discontinued operations 2024 2023 2024 2023 Revenue $ — $ 14,237 $ — $ 14,237 Operating expenses — 16,541 — 16,541 Estimated costs of disposal — 4,000 — 4,000 Loss from partial investment pre-acquisition — 1,730 — 4,111 Pre-tax loss — (8,034) — (10,415) Income tax expense — (241) — (241) Loss from discontinued operations, net of tax $ — $ (8,275) $ — $ (10,656) During the fourth quarter of 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio borrowed $25.0 million from Americold at a 10% annual fixed interest rate. During the three months ended June 30, 2023, the Company fully impaired the remaining balance and recognized the entire loss within “Impairment of related party loan receivable” in our Condensed Consolidated Statement of Operations. Sale of Outstanding Minority Ownership in LATAM JV On May 30, 2023, the Company sold its 15% equity interest to our JV partner for total proceeds of $36.9 million and recognized a corresponding gain of $0.3 million in “Other income (expense),” in our Condensed Consolidated Statement of Operations. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (64,109) | $ (104,724) | $ (54,369) | $ (107,286) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
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, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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”). |
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 2023 Annual Report on Form 10-K as filed with the SEC, and, accordingly, should be read in conjunction with the referenced annual report. In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments considered necessary for a fair presentation, all of which are normal and recurring in nature, with exception of the foreign currency adjustment described further below. The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries where the Company exerts control. Intercompany balances and transactions have been eliminated. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Investments in which the Company does not have control, and is not the primary beneficiary of a Variable Interest Entity (“VIE”), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting. |
Use of Estimates | 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 | Reclassifications The Condensed Consolidated Statement of Cash Flows includes various reclassifications, all within Cash Provided by Operating Activities, to conform current and prior period presentation. |
Foreign Currency Related Transactions | Foreign Currency Related Transactions |
Recent Rules And Accounting Pronouncements | Recent Rules and Accounting Pronouncements In March 2024, the Securities and Exchange Commission (the “SEC”) adopted the final rules that will require certain climate-related information in registration statements and annual reports. In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. The new rules include a requirement to disclose material climate-related risks, descriptions of board oversight and risk management activities, the material impacts of these risks on a registrants’ strategy, business model and outlook, and any material climate-related targets or goals, as well as material effects of severe weather events and other natural conditions and greenhouse gas emissions. Prior to the stay in the new rules, they would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosure which would have been effective for annual periods beginning January 1, 2026. The Company is currently evaluating the impact of these rules on its disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements. ASU 2023-07 is effective retrospectively for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures. |
Acquisition, cyber incident a_2
Acquisition, cyber incident and other, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 2024 2023 2024 2023 Project Orion expenses $ 11,984 $ 2,543 19,798 $ 4,488 Acquisition and integration related costs 1,345 2,402 2,351 4,188 Severance costs 1,030 2,793 4,864 6,209 Other, net (462) 499 (833) 499 Cyber incident related costs, net of insurance recoveries (10,884) 18,998 (8,169) 18,998 Total acquisition, cyber incident and other, net $ 3,013 $ 27,235 $ 18,011 $ 34,382 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table reflects a summary of our outstanding indebtedness as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Carrying Amount Carrying Amount Senior Unsecured Notes $ 1,755,411 $ 1,777,925 Senior Unsecured Term Loans 827,865 833,775 Senior Unsecured Revolving Credit Facility 619,636 392,156 Total principal amount of indebtedness $ 3,202,912 $ 3,003,856 Less: unamortized deferred financing costs (9,254) (10,578) Total indebtedness, net of deferred financing costs $ 3,193,658 $ 2,993,278 The following table provides the details of our Senior Unsecured Notes (in thousands): June 30, 2024 December 31, 2023 Stated Maturity Date Contractual Interest Rate Borrowing Currency Carrying Amount (USD) Borrowing Currency Carrying Amount (USD) Series A Notes 01/2026 4.68% $ 200,000 $ 200,000 $ 200,000 $ 200,000 Series B Notes 01/2029 4.86% $ 400,000 400,000 $ 400,000 400,000 Series C Notes 01/2030 4.10% $ 350,000 350,000 $ 350,000 350,000 Series D Notes 01/2031 1.62% € 400,000 429,552 € 400,000 441,560 Series E Notes 01/2033 1.65% € 350,000 375,859 € 350,000 386,365 Total Senior Unsecured Notes $ 1,755,411 $ 1,777,925 The following table provides the details of our Senior Unsecured Term Loans (in thousands): June 30, 2024 December 31, 2023 Stated Maturity Date Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Tranche A-1 08/2027 SOFR + 0.94% $ 375,000 $ 375,000 SOFR + 0.94% $ 375,000 $ 375,000 Tranche A-2 01/2028 CORRA + 0.94% C$ 250,000 182,865 CDOR + 0.94% C$ 250,000 188,775 Delayed Draw Tranche A-3 01/2028 SOFR + 0.94% $ 270,000 270,000 SOFR + 0.94% $ 270,000 270,000 Total Senior Unsecured Term Loan Facility $ 827,865 $ 833,775 (1) SOFR = one-month Adjusted Term SOFR; CDOR = one-month CDOR; CORRA = daily adjusted CORRA. Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.10%, in addition to the margin. Tranche A-2 CORRA includes and adjustment of 0.30%, in addition to the margin. Refer to Note 5 - Derivative Financial Instruments for details of the related interest rate swaps. The following table provides the details of our Senior Unsecured Revolving Credit Facility (in thousands): June 30, 2024 December 31, 2023 Denomination of Draw Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1) Borrowing Currency Carrying Amount (USD) U.S. dollar SOFR + 0.84% $ 360,000 $ 360,000 SOFR + 0.84% $ 34,000 $ 34,000 Australian dollar BBSW + 0.84% A$ 197,000 131,523 BBSW + 0.84% A$ 191,000 130,108 British pound sterling SONIA + 0.84% £ — — SONIA + 0.84% £ 78,000 99,302 Canadian dollar CORRA + 0.84% C$ 35,000 25,601 CDOR + 0.84% C$ 35,000 26,429 Euro EURIBOR + 0.84% € 70,500 75,709 EURIBOR + 0.84% € 67,500 74,513 New Zealand dollar BKBM + 0.84% NZD 44,000 26,803 BKBM + 0.84% NZD 44,000 27,804 Total Senior Unsecured Revolving Credit Facility $ 619,636 $ 392,156 (1) SOFR = daily adjusted SOFR; CDOR = one-month CDOR; CORRA = daily adjusted CORRA; EURIBOR = one-month Euro Interbank Offered Rate (EURIBOR); SONIA = Adjusted Sterling Overnight Interbank Average Rate; BBSW = Bank Bill Swap Rate; BKBM = Bank Bill Reference Rate. We have elected Daily SOFR for the entirety of our U.S. dollar denominated borrowings shown above, which includes an adjustment of 0.10%, in addition to the margin. Our British pound sterling borrowings bore interest tied to adjusted SONIA, which included an adjustment of 0.03% in addition to our margin. Our Canadian dollar borrowings bore interest tied to daily adjusted CORRA, which included an adjustment of 0.30% in addition to our margin. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and December 31, 2023 (fair value in thousands): Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of June 30, 2024 Liability Fair Value as of June 30, 2024 $200 million 3.05% 12/29/2023 7/30/2027 $ 6,804 $ — $175 million 3.47% 11/30/2022 7/30/2027 3,846 — $270 million 3.05% 11/01/2022 12/31/2027 9,806 — C$250 million 3.59% 9/23/2022 12/31/2027 1,640 — Total $ 22,096 $ — Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of December 31, 2023 Liability Fair Value as of December 31, 2023 $200 million 3.05% 12/29/2023 7/30/2027 $ 3,687 $ — $175 million 3.47% 11/30/2022 7/30/2027 788 — $270 million 3.05% 11/01/2022 12/31/2027 5,106 — C$250 million 3.59% 9/23/2022 12/31/2027 — 330 Total $ 9,581 $ 330 |
Summary of Derivative Results | The following table presents the fair value of the derivative financial instruments as of June 30, 2024 and December 31, 2023 (in thousands): Derivative Assets Derivative Liabilities June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 (In thousands) Designated derivatives Foreign exchange contracts $ 7,826 $ 5,899 $ — $ — Interest rate contracts 22,096 9,581 — 330 Total fair value of derivatives $ 29,922 $ 15,480 $ — $ 330 The following tables present the effect of the Company’s derivative financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023, including the impacts to Accumulated Other Comprehensive (Loss) Income (AOCI) (in thousands): Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended June 30, Three Months Ended June 30, 2024 2023 2024 2023 Interest rate contracts $ 4,273 $ 24,542 Interest expense $ 4,288 $ 3,311 Interest rate contracts — — Loss on debt extinguishment and termination of derivative instruments (1) (324) (627) Foreign exchange contracts (1,698) 1,478 Foreign currency exchange loss, net (2,387) 842 Foreign exchange contracts — — Interest expense 62 135 Total designated cash flow hedges $ 2,575 $ 26,020 $ 1,639 $ 3,661 (1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. During the three months ended June 30, 2024, the Company recorded an increase to “Loss on debt extinguishment and termination of derivative instruments” related to this transaction. Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Six Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest rate contracts $ 21,479 $ 14,295 Interest expense $ 8,663 $ 5,743 Interest rate contracts — — Loss on debt extinguishment and termination of derivative instruments (1) (748) (1,247) Foreign exchange contracts 2,134 3,161 Foreign currency exchange loss, net 1,855 2,938 Foreign exchange contracts — — Interest expense 207 227 Total designated cash flow hedges $ 23,613 $ 17,456 $ 9,977 $ 7,661 (1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. During the six months ended June 30, 2024, the Company recorded an increase to “Loss on debt extinguishment and termination of derivative instruments” related to this transaction. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The Company’s assets and liabilities measured or disclosed at fair value are as follows (in thousands): Fair Value Fair Value Hierarchy June 30, 2024 December 31, 2023 Measured at fair value during the current reporting period: Interest rate swap assets Level 2 $ 22,096 $ 9,581 Interest rate swap liabilities Level 2 — $ 330 Cross currency swap asset Level 2 $ 7,826 $ 5,899 Disclosed at fair value: Senior unsecured notes, term loans, and revolving credit facility Level 3 $ 3,017,147 $ 2,821,064 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss) Income | The activity in AOCI for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Opening Balance $ (4,534) $ (17,737) $ (16,640) $ (6,050) Pension and other postretirement benefits: Balance at beginning of period, net of tax $ 370 $ 3,325 $ 383 $ 2,627 (Loss) gain arising during the period (91) (388) (104) 310 Balance at end of period, net of tax $ 279 $ 2,937 $ 279 $ 2,937 Foreign currency translation adjustments: Balance at beginning of period, net of tax $ (32,168) $ (26,416) $ (31,587) $ (26,595) Cumulative translation adjustment 262 14,427 27,115 25,228 Derivative net investment hedges (10,886) (8,284) (38,320) (18,906) Net (loss) gain on foreign currency translation (10,624) 6,143 (11,205) 6,322 Balance at end of period, net of tax $ (42,792) $ (20,273) $ (42,792) $ (20,273) Designated derivatives: Balance at beginning of period, net of tax $ 27,264 $ 5,354 $ 14,564 $ 17,918 Cash flow hedge derivatives 2,575 26,020 23,613 17,456 Net amount reclassified from AOCI to net loss (1,639) (3,661) (9,977) (7,661) Net gain on designated derivatives 936 22,359 13,636 9,795 Balance at end of period, net of tax $ 28,200 $ 27,713 $ 28,200 $ 27,713 Closing accumulated other comprehensive income (loss) $ (14,313) $ 10,377 $ (14,313) $ 10,377 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents segment revenues and contributions with a reconciliation to Net loss from continuing operations before income taxes for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Segment revenues: Warehouse $ 600,387 $ 581,170 $ 1,198,097 $ 1,176,222 Transportation 50,637 58,072 107,490 126,150 Third-party managed 9,931 10,368 20,348 23,727 Total revenues 660,955 649,610 1,325,935 1,326,099 Segment contribution: Warehouse 204,531 172,842 401,662 347,669 Transportation 8,850 9,809 20,372 21,469 Third-party managed 2,102 1,400 4,285 2,479 Total segment contribution 215,483 184,051 426,319 371,617 Reconciling items: Depreciation and amortization (89,649) (84,892) (181,744) (169,916) Selling, general, and administrative (59,453) (53,785) (124,879) (116,640) Acquisition, cyber incident, and other, net (3,013) (27,235) (18,011) (34,382) Gain from sale of real estate — 2,528 3,514 2,337 Interest expense (33,180) (36,431) (66,610) (70,854) Other, net 14,623 (415) 24,149 1,018 Impairment of related party loan receivable — (21,972) — (21,972) Loss on put option — (56,576) — (56,576) Loss on debt extinguishment and termination of derivative instruments (110,682) (627) (115,864) (1,172) Loss from investments in partially owned entities (1,034) (709) (1,983) (1,357) Loss from continuing operations before income taxes $ (66,905) $ (96,063) $ (55,109) $ (97,897) |
Loss per Common Share (Tables)
Loss per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Weighted average common shares outstanding – basic 284,683 270,462 284,664 270,387 Dilutive effect of stock-based awards — — — — Weighted average common shares outstanding – diluted 284,683 270,462 284,664 270,387 |
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, 2024 2023 2024 2023 Restricted stock units 862 103 568 65 OP units 407 178 247 113 1,269 281 815 178 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and 2023 within the segments and geographic region (in thousands): Three Months Ended June 30, 2024 North America Europe Asia-Pacific South America Total Warehouse rent and storage $ 213,562 $ 18,381 $ 18,301 $ 2,065 $ 252,309 Warehouse services 272,698 25,213 33,366 1,439 332,716 Transportation 24,831 15,608 9,531 667 50,637 Third-party managed 4,148 — 5,783 — 9,931 Total revenues (1) 515,239 59,202 66,981 4,171 645,593 Lease revenue (2) 12,668 1,229 1,465 — 15,362 Total revenues from contracts with all customers $ 527,907 $ 60,431 $ 68,446 $ 4,171 $ 660,955 Three Months Ended June 30, 2023 North America Europe Asia-Pacific South America Total Warehouse rent and storage $ 222,990 $ 21,164 $ 17,489 $ 1,874 $ 263,517 Warehouse services 246,268 24,338 34,078 1,303 305,987 Transportation 28,680 20,477 8,260 655 58,072 Third-party managed 4,778 — 5,590 10,368 Total revenues (1) 502,716 65,979 65,417 3,832 637,944 Lease revenue (2) 10,265 1,401 — — 11,666 Total revenues from contracts with all customers $ 512,981 $ 67,380 $ 65,417 $ 3,832 $ 649,610 (1) Revenues are within the scope of ASC 606, Revenue From Contracts with Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards. (2) Revenues are within the scope of ASC 842, Leases . Six Months Ended June 30, 2024 North America Europe Asia-Pacific South America Total Warehouse rent and storage $ 430,957 $ 36,245 $ 37,363 $ 3,577 $ 508,142 Warehouse services 540,486 50,201 67,856 2,459 661,002 Transportation 57,726 30,504 18,089 1,171 107,490 Third-party managed 8,586 — 11,762 — 20,348 Total revenues (1) 1,037,755 116,950 135,070 7,207 1,296,982 Lease revenue (2) 24,745 2,743 1,465 — 28,953 Total revenues from contracts with all customers $ 1,062,500 $ 119,693 $ 136,535 $ 7,207 $ 1,325,935 Six Months Ended June 30, 2023 North America Europe Asia-Pacific South America Total Warehouse rent and storage $ 442,072 $ 41,709 $ 35,154 $ 3,576 $ 522,511 Warehouse services 507,899 50,694 68,450 2,588 629,631 Transportation 64,061 43,883 16,932 1,274 126,150 Third-party managed 12,341 — 11,386 — 23,727 Total revenues (1) 1,026,373 136,286 131,922 7,438 1,302,019 Lease revenue (2) 21,315 2,765 — — 24,080 Total revenues from contracts with all customers $ 1,047,688 $ 139,051 $ 131,922 $ 7,438 $ 1,326,099 (1) Revenues are within the scope of ASC 606, Revenue From Contracts with Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards. (2) Revenues are within the scope of ASC 842, Leases . |
Acquisitions & Discontinued O_2
Acquisitions & Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Components of Net Loss from Discontinued Operations | The primary components of “Net loss from discontinued operations” in our Condensed Consolidated Statement of Operations during the three and six months ended June 30, 2024 and 2023 are included in the table below (in thousands): Three Months Ended June 30, Six Months Ended June 30, Results of discontinued operations 2024 2023 2024 2023 Revenue $ — $ 14,237 $ — $ 14,237 Operating expenses — 16,541 — 16,541 Estimated costs of disposal — 4,000 — 4,000 Loss from partial investment pre-acquisition — 1,730 — 4,111 Pre-tax loss — (8,034) — (10,415) Income tax expense — (241) — (241) Loss from discontinued operations, net of tax $ — $ (8,275) $ — $ (10,656) |
General (Details)
General (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Aug. 31, 2023 USD ($) shares | Jun. 30, 2024 USD ($) facility Business warehouse $ / shares | Mar. 31, 2024 USD ($) facility | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) Business warehouse segment $ / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 $ / shares | Nov. 09, 2023 USD ($) | Mar. 17, 2023 USD ($) $ / shares | Feb. 28, 2023 USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of warehouses | warehouse | 239 | 239 | ||||||||
Number of entities | Business | 2 | 2 | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Preferred shares, par value (in USD per share) | $ / shares | $ 0.01 | |||||||||
Issuance of common stock | $ 412,600 | |||||||||
Implementation cost | $ 107,300 | |||||||||
Capitalized costs related to Project Orion | $ 69,400 | $ 69,400 | ||||||||
Unrealized net (loss) gain on foreign currency | $ (10,624) | $ 6,143 | (11,205) | $ 6,322 | ||||||
Number of facility purchased | facility | 9 | 2 | ||||||||
Termination of sale-leaseback financing obligations | $ 170,500 | $ 20,500 | 190,954 | 0 | ||||||
Loss on debt | $ 110,400 | $ 115,100 | ||||||||
Number of operating segments | segment | 3 | |||||||||
Software | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Useful life (in years) | 5 years | 5 years | ||||||||
ERP System | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Useful life (in years) | 10 years | 10 years | ||||||||
Interest expense | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Unrealized net (loss) gain on foreign currency | $ (11,300) | $ 200 | $ (10,900) | $ (200) | ||||||
Minimum | Software | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Useful life (in years) | 3 years | 3 years | ||||||||
Maximum | Software | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Useful life (in years) | 5 years | 5 years | ||||||||
Common Stock | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Net proceeds from issuance of common stock (in shares) | shares | 13,244,905 | |||||||||
2023 ATM Equity Program | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Authorized equity program | $ 900,000 | $ 900,000 | ||||||||
North America | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of warehouses | warehouse | 195 | 195 | ||||||||
Europe | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of warehouses | warehouse | 25 | 25 | ||||||||
Asia-Pacific | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of warehouses | warehouse | 17 | 17 | ||||||||
South America | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of warehouses | warehouse | 2 | 2 | ||||||||
BRAZIL | Superfrio | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of warehouses | warehouse | 35 | 35 | ||||||||
UNITED ARAB EMIRATES | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Number of warehouses | warehouse | 2 | 2 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Acquisition, Litigation and Other Special Charges [Abstract] | ||||
Project Orion expenses | $ 11,984 | $ 2,543 | $ 19,798 | $ 4,488 |
Acquisition and integration related costs | 1,345 | 2,402 | 2,351 | 4,188 |
Severance costs | 1,030 | 2,793 | 4,864 | 6,209 |
Other, net | (462) | 499 | (833) | 499 |
Cyber incident related costs, net of insurance recoveries | (10,884) | 18,998 | (8,169) | 18,998 |
Acquisition, cyber incident, and other, net | $ 3,013 | $ 27,235 | $ 18,011 | $ 34,382 |
Debt - Summary of Our Outstandi
Debt - Summary of Our Outstanding Indebtedness (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Line of Credit Facility [Line Items] | ||
Carrying Amount | $ 3,202,912 | $ 3,003,856 |
Mortgages, Senior Notes and Term Loans | ||
Line of Credit Facility [Line Items] | ||
Less: unamortized deferred financing costs | (9,254) | (10,578) |
Total debt net of deferred financing costs | 3,193,658 | 2,993,278 |
Senior Unsecured Notes | Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Carrying Amount | 1,755,411 | 1,777,925 |
Senior Unsecured Term Loans | Senior Unsecured Term Loans | ||
Line of Credit Facility [Line Items] | ||
Carrying Amount | 827,865 | 833,775 |
Senior Unsecured Revolving Credit Facility | Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Carrying Amount | $ 619,636 | $ 392,156 |
Debt - Schedule of Senior Unsec
Debt - Schedule of Senior Unsecured Notes (Details) € in Thousands, $ in Thousands | Jun. 30, 2024 USD ($) | Jun. 30, 2024 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) |
Line of Credit Facility [Line Items] | ||||
Carrying Amount | $ 3,202,912 | $ 3,003,856 | ||
Series A Notes | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Contractual Interest Rate | 4.68% | 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% | 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% | 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% | 1.62% | ||
Borrowing Currency | € | € 400,000 | € 400,000 | ||
Carrying Amount | $ 429,552 | 441,560 | ||
Series E Notes | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Contractual Interest Rate | 1.65% | 1.65% | ||
Borrowing Currency | € | € 350,000 | € 350,000 | ||
Carrying Amount | $ 375,859 | 386,365 | ||
Senior Unsecured Notes | Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Carrying Amount | $ 1,755,411 | $ 1,777,925 |
Debt - Schedule of Senior Uns_2
Debt - Schedule of Senior Unsecured Term Loans (Details) $ in Thousands, $ in Thousands | 6 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 CAD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | |
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 3,202,912 | $ 3,003,856 | ||
Tranche A-1 | Senior Unsecured Term Loans | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 375,000 | $ 375,000 | ||
Basis spread on variable rate | 0.10% | |||
Tranche A-1 | Senior Unsecured Term Loans | SOFR | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 0.94% | 0.94% | 0.94% | 0.94% |
Tranche A-2 | Senior Unsecured Term Loans | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 182,865 | $ 250,000 | $ 188,775 | $ 250,000 |
Tranche A-2 | Senior Unsecured Term Loans | CDOR | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 0.94% | 0.94% | 0.94% | 0.94% |
Delayed Draw Tranche A-3 | Term Loan Delayed Draw Facility | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 270,000 | $ 270,000 | $ 270,000 | $ 270,000 |
Delayed Draw Tranche A-3 | Term Loan Delayed Draw Facility | SOFR | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 0.94% | 0.94% | 0.94% | 0.94% |
Senior Unsecured Term Loans | Senior Unsecured Term Loans | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 827,865 | $ 833,775 |
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, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2024 CAD ($) | Jun. 30, 2024 AUD ($) | Jun. 30, 2024 GBP (£) | Jun. 30, 2024 EUR (€) | Jun. 30, 2024 NZD ($) | Dec. 31, 2023 CAD ($) | Dec. 31, 2023 AUD ($) | Dec. 31, 2023 GBP (£) | Dec. 31, 2023 EUR (€) | Dec. 31, 2023 NZD ($) | |
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 3,202,912 | $ 3,003,856 | ||||||||||
Tranche A-1 | Senior Unsecured Term Loans | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.10% | |||||||||||
Carrying Amount | $ 375,000 | 375,000 | ||||||||||
Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | 619,636 | 392,156 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 3 | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 360,000 | $ 34,000 | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 3 | Credit Facility | SOFR | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.84% | 0.84% | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 4 | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 131,523 | $ 130,108 | $ 197,000 | $ 191,000 | ||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 4 | Credit Facility | BBSW | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.84% | 0.84% | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 2 | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.30% | |||||||||||
Carrying Amount | $ 0 | $ 99,302 | £ 0 | £ 78,000 | ||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 2 | Credit Facility | SONIA | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.84% | 0.84% | ||||||||||
Additional margin adjustment | 0.03% | |||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 1 | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 25,601 | $ 26,429 | $ 35,000 | $ 35,000 | ||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 1 | Credit Facility | SONIA | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.84% | |||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 1 | Credit Facility | CDOR | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.84% | |||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 5 | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 75,709 | $ 74,513 | € 70,500 | € 67,500 | ||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 5 | Credit Facility | EURIBOR | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.84% | 0.84% | ||||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 6 | Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Carrying Amount | $ 26,803 | $ 27,804 | $ 44,000 | $ 44,000 | ||||||||
Revolving Credit Facility | 2022/2020 Senior Unsecured Revolving Credit Facilities, Tranche 6 | Credit Facility | BKBM | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Basis spread on variable rate | 0.84% | 0.84% |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) € in Millions, £ in Millions, $ in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2020 USD ($) instrument | Jun. 30, 2024 AUD ($) | Jun. 30, 2024 EUR (€) | Dec. 31, 2023 AUD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2023 GBP (£) | |
Derivative [Line Items] | |||||||||
Decrease in amount of hedged loan | $ 10.4 | ||||||||
Number of instruments terminated | instrument | 2 | ||||||||
Interest expense | |||||||||
Derivative [Line Items] | |||||||||
Loss to be reclassified in next twelve months | $ 12.9 | ||||||||
Foreign Exchange Forward | |||||||||
Derivative [Line Items] | |||||||||
Loss to be reclassified in next twelve months | $ 0.3 | ||||||||
Series D and Series E Notes | Senior Notes | |||||||||
Derivative [Line Items] | |||||||||
Amount of hedged loan | $ 197 | € 820.5 | $ 191 | € 817.5 | £ 78 | ||||
Australian Intercompany Loan | Intercompany Loan Payable | Foreign Exchange Forward | |||||||||
Derivative [Line Items] | |||||||||
Amount of hedged loan | $ 153.5 | $ 153.5 | |||||||
2020 Senior Unsecured Revolving Credit Facility | Credit Facility | Interest Rate Swap | Revolving Credit Facility | |||||||||
Derivative [Line Items] | |||||||||
Loss to be reclassified in next twelve months | $ 0.2 | ||||||||
Twenty Twenty Senior Unsecured Revolving Credit Facilities | Credit Facility | Revolving Credit Facility | |||||||||
Derivative [Line Items] | |||||||||
Payments for settlement of hedge | $ 16.4 | ||||||||
Fee for termination of derivative instruments remaining in accumulated other comprehensive income | $ 8.7 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Interest Rate Swaps Outstanding (Details) - Interest Rate Swap - Designated derivatives $ in Thousands, $ in Millions | Jun. 30, 2024 USD ($) | Jun. 30, 2024 CAD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) |
Derivative [Line Items] | ||||
Interest rate swap assets | $ 22,096 | $ 9,581 | ||
Interest rate swap liabilities | 0 | 330 | ||
Interest Rate Swap Agreement 1 Maturing July 30 2027 | ||||
Derivative [Line Items] | ||||
Notional | $ 200,000 | $ 200,000 | ||
Fixed Base Interest Rate Swap | 3.05% | 3.05% | 3.05% | 3.05% |
Interest rate swap assets | $ 6,804 | $ 3,687 | ||
Interest rate swap liabilities | 0 | 0 | ||
Interest Rate Swap Agreement 2 Maturing July 30 2027 | ||||
Derivative [Line Items] | ||||
Notional | $ 175,000 | $ 175,000 | ||
Fixed Base Interest Rate Swap | 3.47% | 3.47% | 3.47% | 3.47% |
Interest rate swap assets | $ 3,846 | $ 788 | ||
Interest rate swap liabilities | 0 | 0 | ||
Interest Rate Swap Agreement 1 Maturing December 31 2027 | ||||
Derivative [Line Items] | ||||
Notional | $ 270,000 | $ 270,000 | ||
Fixed Base Interest Rate Swap | 3.05% | 3.05% | 3.05% | 3.05% |
Interest rate swap assets | $ 9,806 | $ 5,106 | ||
Interest rate swap liabilities | $ 0 | $ 0 | ||
Interest Rate Swap Agreement 2 Maturing December 31 2027 | ||||
Derivative [Line Items] | ||||
Notional | $ 250 | $ 250 | ||
Fixed Base Interest Rate Swap | 3.59% | 3.59% | 3.59% | 3.59% |
Interest rate swap assets | $ 1,640 | $ 0 | ||
Interest rate swap liabilities | $ 0 | $ 330 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Fair Value Amounts of Derivative Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Derivative [Line Items] | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Level 2 | Fair Value, Recurring | ||
Derivative [Line Items] | ||
Derivative Assets | $ 29,922 | $ 15,480 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Derivative Liabilities | $ 0 | $ 330 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities |
Foreign exchange contracts | Level 2 | Fair Value, Recurring | Designated derivatives | ||
Derivative [Line Items] | ||
Derivative Liabilities | $ 0 | $ 0 |
Interest Rate Swap | Designated derivatives | ||
Derivative [Line Items] | ||
Derivative Assets | 22,096 | 9,581 |
Derivative Liabilities | 0 | 330 |
Interest Rate Swap | Level 2 | Fair Value, Recurring | ||
Derivative [Line Items] | ||
Derivative Assets | 22,096 | |
Interest Rate Swap | Level 2 | Fair Value, Recurring | Designated derivatives | ||
Derivative [Line Items] | ||
Derivative Assets | 22,096 | 9,581 |
Derivative Liabilities | $ 0 | $ 330 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | $ 2,575 | $ 26,020 | $ 23,613 | $ 17,456 |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | 1,639 | 3,661 | 9,977 | 7,661 |
Interest rate contracts | Interest expense | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | 4,273 | 24,542 | 21,479 | 14,295 |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | 4,288 | 3,311 | 8,663 | 5,743 |
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 | 0 |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | (324) | (627) | (748) | (1,247) |
Foreign exchange contracts | Interest expense | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | 0 | 0 | 0 | 0 |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | 62 | 135 | 207 | 227 |
Foreign exchange contracts | Foreign currency exchange loss, net | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | (1,698) | 1,478 | 2,134 | 3,161 |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | $ (2,387) | $ 842 | $ 1,855 | $ 2,938 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Measured at fair value during the current reporting period: | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Level 2 | Fair Value, Recurring | ||
Measured at fair value during the current reporting period: | ||
Interest rate swap assets | $ 29,922 | $ 15,480 |
Interest rate swap liabilities | $ 0 | $ 330 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Level 3 | Fair Value, Nonrecurring | ||
Disclosed at fair value: | ||
Senior unsecured notes, term loans, and revolving credit facility | $ 3,017,147 | $ 2,821,064 |
Interest Rate Swap | Designated derivatives | ||
Measured at fair value during the current reporting period: | ||
Interest rate swap assets | 22,096 | 9,581 |
Interest rate swap liabilities | 0 | 330 |
Interest Rate Swap | Level 2 | Fair Value, Recurring | ||
Measured at fair value during the current reporting period: | ||
Interest rate swap assets | 22,096 | |
Interest Rate Swap | Level 2 | Fair Value, Recurring | Designated derivatives | ||
Measured at fair value during the current reporting period: | ||
Interest rate swap assets | 22,096 | 9,581 |
Interest rate swap liabilities | 0 | 330 |
Cross-currency swap | Level 2 | Fair Value, Recurring | Designated derivatives | ||
Measured at fair value during the current reporting period: | ||
Interest rate swap assets | $ 7,826 | $ 5,899 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingency accrual | $ 5.2 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Activity in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 3,601,404 | $ 3,721,277 | $ 3,634,587 | $ 3,787,878 |
Net amount reclassified from AOCI to net loss | 9,779 | (28,114) | (2,327) | (16,427) |
Ending balance | 3,469,588 | 3,589,759 | 3,469,588 | 3,589,759 |
Closing accumulated other comprehensive income (loss) | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (4,534) | (17,737) | (16,640) | (6,050) |
Amount being reclassified | (14,313) | 10,377 | (14,313) | 10,377 |
Ending balance | (14,313) | 10,377 | (14,313) | 10,377 |
Pension and other postretirement benefits | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 370 | 3,325 | 383 | 2,627 |
Ending balance | 279 | 2,937 | 279 | 2,937 |
(Loss) gain arising during the period | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
(Loss) gain arising during the period | 91 | 388 | 104 | (310) |
Foreign currency translation adjustment | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (32,168) | (26,416) | (31,587) | (26,595) |
(Loss) gain arising during the period | 262 | 14,427 | 27,115 | 25,228 |
Amount being reclassified | 10,886 | 8,284 | 38,320 | 18,906 |
Net (loss) gain on foreign currency translation | (10,624) | 6,143 | (11,205) | 6,322 |
Ending balance | (42,792) | (20,273) | (42,792) | (20,273) |
Designated derivatives | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 27,264 | 5,354 | 14,564 | 17,918 |
Amount being reclassified | 2,575 | 26,020 | 23,613 | 17,456 |
Net amount reclassified from AOCI to net loss | (1,639) | (3,661) | (9,977) | (7,661) |
Net gain on designated derivatives | 936 | 22,359 | 13,636 | 9,795 |
Ending balance | $ 28,200 | $ 27,713 | $ 28,200 | $ 27,713 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 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 | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2020 | |
Segment revenues: | |||||
Total revenues | $ 660,955 | $ 649,610 | $ 1,325,935 | $ 1,326,099 | |
Reconciling items: | |||||
Depreciation and amortization | (89,649) | (84,892) | (181,744) | (169,916) | |
Selling, general, and administrative | (59,453) | (53,785) | (124,879) | (116,640) | |
Acquisition, cyber incident, and other, net | (3,013) | (27,235) | (18,011) | (34,382) | |
Gain from sale of real estate | 0 | 2,528 | 3,514 | 2,337 | |
Interest expense | (33,180) | (36,431) | (66,610) | (70,854) | |
Other, net | 14,623 | (415) | 24,149 | 1,018 | |
Loss on put option | 0 | (56,576) | 0 | (56,576) | $ (56,600) |
Loss on debt extinguishment and termination of derivative instruments | (110,682) | (627) | (115,864) | (1,172) | |
Loss from investments in partially owned entities | (1,034) | (709) | (1,983) | (1,357) | |
Loss from continuing operations before income taxes | (66,905) | (96,063) | (55,109) | (97,897) | |
Related party | |||||
Reconciling items: | |||||
Impairment of related party loan receivable | 0 | (21,972) | 0 | (21,972) | |
Operating Segments | |||||
Segment revenues: | |||||
Total revenues | 660,955 | 649,610 | 1,325,935 | 1,326,099 | |
Segment contribution: | |||||
Total segment contribution | 215,483 | 184,051 | 426,319 | 371,617 | |
Operating Segments | Warehouse | |||||
Segment revenues: | |||||
Total revenues | 600,387 | 581,170 | 1,198,097 | 1,176,222 | |
Segment contribution: | |||||
Total segment contribution | 204,531 | 172,842 | 401,662 | 347,669 | |
Operating Segments | Transportation | |||||
Segment revenues: | |||||
Total revenues | 50,637 | 58,072 | 107,490 | 126,150 | |
Segment contribution: | |||||
Total segment contribution | 8,850 | 9,809 | 20,372 | 21,469 | |
Operating Segments | Third-party managed | |||||
Segment revenues: | |||||
Total revenues | 9,931 | 10,368 | 20,348 | 23,727 | |
Segment contribution: | |||||
Total segment contribution | $ 2,102 | $ 1,400 | $ 4,285 | $ 2,479 |
Loss per Common Share - Reconci
Loss 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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Weighted average common stock outstanding – basic (in shares) | 284,683 | 270,462 | 284,664 | 270,387 |
Dilutive effect of share-based awards (in shares) | 0 | 0 | 0 | 0 |
Weighted average common stock outstanding – diluted (in shares) | 284,683 | 270,462 | 284,664 | 270,387 |
Loss per Common Share - Schedul
Loss per Common Share - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,269 | 281 | 815 | 178 |
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) | 862 | 103 | 568 | 65 |
OP units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 407 | 178 | 247 | 113 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 645,593 | $ 637,944 | $ 1,296,982 | $ 1,302,019 |
Lease revenue | 15,362 | 11,666 | 28,953 | 24,080 |
Total revenues from contracts with all customers | 660,955 | $ 649,610 | $ 1,325,935 | $ 1,326,099 |
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 | |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 515,239 | $ 502,716 | $ 1,037,755 | $ 1,026,373 |
Lease revenue | 12,668 | 10,265 | 24,745 | 21,315 |
Total revenues from contracts with all customers | 527,907 | 512,981 | 1,062,500 | 1,047,688 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 59,202 | 65,979 | 116,950 | 136,286 |
Lease revenue | 1,229 | 1,401 | 2,743 | 2,765 |
Total revenues from contracts with all customers | 60,431 | 67,380 | 119,693 | 139,051 |
Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 66,981 | 65,417 | 135,070 | 131,922 |
Lease revenue | 1,465 | 0 | 1,465 | 0 |
Total revenues from contracts with all customers | 68,446 | 65,417 | 136,535 | 131,922 |
South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,171 | 3,832 | 7,207 | 7,438 |
Lease revenue | 0 | 0 | 0 | 0 |
Total revenues from contracts with all customers | 4,171 | 3,832 | 7,207 | 7,438 |
Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 252,309 | 263,517 | 508,142 | 522,511 |
Warehouse rent and storage | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 213,562 | 222,990 | 430,957 | 442,072 |
Warehouse rent and storage | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 18,381 | 21,164 | 36,245 | 41,709 |
Warehouse rent and storage | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 18,301 | 17,489 | 37,363 | 35,154 |
Warehouse rent and storage | South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,065 | 1,874 | 3,577 | 3,576 |
Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 332,716 | 305,987 | 661,002 | 629,631 |
Warehouse services | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 272,698 | 246,268 | 540,486 | 507,899 |
Warehouse services | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 25,213 | 24,338 | 50,201 | 50,694 |
Warehouse services | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 33,366 | 34,078 | 67,856 | 68,450 |
Warehouse services | South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,439 | 1,303 | 2,459 | 2,588 |
Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 50,637 | 58,072 | 107,490 | 126,150 |
Transportation | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 24,831 | 28,680 | 57,726 | 64,061 |
Transportation | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 15,608 | 20,477 | 30,504 | 43,883 |
Transportation | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,531 | 8,260 | 18,089 | 16,932 |
Transportation | South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 667 | 655 | 1,171 | 1,274 |
Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,931 | 10,368 | 20,348 | 23,727 |
Third-party managed | North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,148 | 4,778 | 8,586 | 12,341 |
Third-party managed | Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Third-party managed | Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 5,783 | 5,590 | 11,762 | 11,386 |
Third-party managed | South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | $ 0 | $ 0 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Performance Obligations, Narrative (Details) $ in Billions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Disaggregation of Revenue [Line Items] | |
Variable consideration, percentage constrained | 100% |
Unsatisfied performance obligation | $ 1.4 |
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, 2024 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, percentage of revenue | 12% |
Performance obligation, period for recognition | 15 years 8 months 12 days |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-08-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, percentage of revenue | 88% |
Performance obligation, period for recognition | 15 years 8 months 12 days |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Balances, Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Receivables from contracts with customers | $ 424,500 | $ 420,200 |
Unearned revenue | $ 27,290 | $ 28,379 |
Revenue satisfaction of monthly storage and handling services | 30 days |
Acquisitions & Discontinued O_3
Acquisitions & Discontinued Operations - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
May 30, 2023 USD ($) | Apr. 30, 2023 party | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Jun. 01, 2020 | |
Business Acquisition [Line Items] | |||||||||
Loss on put option | $ 0 | $ 56,576 | $ 0 | $ 56,576 | $ 56,600 | ||||
Agro Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of parties received regulatory approval | party | 2 | ||||||||
Comfrio JV | |||||||||
Business Acquisition [Line Items] | |||||||||
Revolver borrowing capacity | $ 25,000 | ||||||||
Fixed interest rate | 10% | ||||||||
Comfrio | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest | 22% | ||||||||
Comfrio | General Partner and Two Minority Shareholders | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest | 78% | ||||||||
Americold LatAm Holdings Ltd | Cold Latam Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest | 15% | ||||||||
Proceeds from Sale of Equity Method Investments | $ 36,900 | ||||||||
Gain on deconsolidation of subsidiary | $ 300 |
Acquisitions & Discontinued O_4
Acquisitions & Discontinued Operations - Components of Net Loss from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Results of discontinued operations | ||||
Loss from discontinued operations, net of tax | $ 0 | $ (8,275) | $ 0 | $ (10,656) |
Comfrio | Discontinued Operations, Held-for-Sale | ||||
Results of discontinued operations | ||||
Revenue | 0 | 14,237 | 0 | 14,237 |
Operating expenses | 0 | 16,541 | 0 | 16,541 |
Estimated costs of disposal | 0 | 0 | 4,000 | |
Loss from partial investment pre-acquisition | 0 | 1,730 | 0 | 4,111 |
Pre-tax loss | 0 | (8,034) | 0 | (10,415) |
Income tax expense | 0 | (241) | 0 | (241) |
Loss from discontinued operations, net of tax | $ 0 | $ (8,275) | $ 0 | $ (10,656) |