3 unchanged sentences
These rules refer to the controls and other procedures of a company that are designed to ensure that information is recorded, processed, accumulated, summarized, communicated and reported to management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding what is required to be disclosed by a company in the reports that it files under the Exchange Act.
−Removed: As discussed in Note 1 - Description of the Business of the notes to the Consolidated Financial Statements in this Form 10-K, on April 26, 2023, we began to receive evidence that our computer network was affected by a cybersecurity incident.
−Removed: As part of the Company’s overall plan to address the cybersecurity incident, actions were taken in the second, third and fourth quarters of 2023 to improve our IT general controls environment.
−Removed: As of December 31, 2023, management has determined that the related control deficiencies that existed at the time of the cybersecurity incident have been successfully remediated.
−Removed: Moreover, as of December 31, 2023 (the “Evaluation Date”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.
+Added: As of December 31, 2024 (the “Evaluation Date”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective.
Management’s Report on Internal Control over Financial Reporting
−Removed: Management is responsible for the preparation and fair presentation of the consolidated financial statements included in this annual report.
+Added: Management is responsible for the preparation and fair presentation of the Consolidated Financial Statements included in this Annual Report on Form 10-K.
The Consolidated Financial Statements have been prepared in conformity with U.S.
−Removed: generally accepted accounting principles and reflect management’s judgments and estimates concerning events and transactions that are accounted for or disclosed.
+Added: GAAP and reflect management’s judgments and estimates concerning events and transactions that are accounted for or disclosed.
Management is also responsible for establishing and maintaining effective internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
4 unchanged sentences
Based on our assessment, management concludes that the Company maintained effective internal control over financial reporting as of December 31, 2024.
−Removed: The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this Annual Report.
+Added: The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
−Removed: As a result of the cybersecurity incident described above, we performed additional tests of controls and implemented certain manual compensating controls and determined that any deficiencies internal control over financial reporting were successfully remediated as of December 31, 2023.
−Removed: There were no changes in our internal control over financial reporting (as defined in Rule 13a - 15(f) of the Exchange Act) identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act during the year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting during the three months ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: Table of C ontents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Americold Realty Trust, Inc.
−Removed: and Subsidiaries
Opinion on Internal Control Over Financial Reporting
19 unchanged sentences
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
+Added: Table of C ontents
+Added: controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
1 unchanged sentence
February 27, 2025
+Added: Table of C ontents
Other Information
−Removed: During the three months ended December 31, 2023, none of the Company’s directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as such term is defined in Item 408(c) of Regulation S-K).
+Added: During the three months ended December 31, 2024, none of the Company’s directors or officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as such term is defined in Item 408(c) of Regulation S-K).
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Table of C ontents
Directors, Executive Officers and Corporate Governance
−Removed: The information required by Item 10 will be included in the definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Americold Realty Trust, Inc.
+Added: The information required by Item 10 will be included in the Company’s definitive proxy statement relating to the 2025 Annual Meeting of Stockholders of Americold Realty Trust, Inc.
and is incorporated herein by reference.
Executive Compensation
−Removed: The information required by Item 11 will be included in the definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Americold Realty Trust, Inc.
+Added: The information required by Item 11 will be included in the Company’s definitive proxy statement relating to the 2025 Annual Meeting of Stockholders of Americold Realty Trust, Inc.
and is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The information required by Item 12 will be included in the definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Americold Realty Trust, Inc.
+Added: The information required by Item 12 will be included in the Company’s definitive proxy statement relating to the 2025 Annual Meeting of Stockholders of Americold Realty Trust, Inc.
and is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence
−Removed: The information required by Item 13 will be included in the definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Americold Realty Trust, Inc.
+Added: The information required by Item 13 will be included in the Company’s definitive proxy statement relating to the 2025 Annual Meeting of Stockholders of Americold Realty Trust, Inc.
and is incorporated herein by reference.
−Removed: Principal Accounting Fees and Services
−Removed: The information required by Item 14 will be included in the definitive proxy statement relating to the 2024 Annual Meeting of Stockholders of Americold Realty Trust, Inc.
+Added: Principal Accountant Fees and Services
+Added: The information required by Item 14 will be included in the Company’s definitive proxy statement relating to the 2025 Annual Meeting of Stockholders of Americold Realty Trust, Inc.
and is incorporated herein by reference.
+Added: Table of C ontents
Exhibits, Financial Statements and Schedules
9 unchanged sentences
Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive (Loss) I ncome
+Added: Consolidated Statements of Comprehensive ( Loss) Income
Consolidated Statements of Equity
1 unchanged sentence
Notes to the Consolidated Financial Statements of Americold Realty Trust, Inc.
−Removed: and Subsidiaries F- 11
−Removed: Schedule III – Real Estate and Accumulated Depreciation F- 69
+Added: and Subsidiaries
+Added: Schedule III – Real Estate and Accumulated Depreciation
EXHIBIT INDEX
−Removed: Articles of Conversion (incorporated by reference to Exhibit 2.1 to Americold Realty Trust, Inc.'s Current Report on Form 8-K filed on May 25, 2022 (File No.
+Added: Articles of Conversion (incorporated by reference to Exhibit 2.1 to Americold Realty Trust, Inc.
+Added: ’ s Current Report on Form 8-K filed on May 25, 2022 )
Articles of Incorporation of Americold Realty Trust, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc.'s Current Report on Form 8-K filed on May 25, 2022 (File No.
+Added: (incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc.
+Added: ’ s Current Report on Form 8-K filed on May 25, 2022 )
Amended and Restated Bylaws of Americold Realty Trust, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc.'s Current Report on Form 8-K filed on December 7, 2022 (File No.
+Added: (incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc.
+Added: ’ s Current Report on Form 8-K filed on December 7 , 2022 )
Certificate of Limited Partnership of Americold Realty Operating Partnership, L.P.
−Removed: (incorporated by reference to Exhibit 3.3 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 26, 2019 (File No.
+Added: (incorporated by reference to Exhibit 3.3 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 26, 2019 )
Amended and Restated Limited Partnership Agreement of Americold Realty Operating Partnership, L.P.
−Removed: (incorporated by reference to Exhibit 3.1 to Americold Realty Trust’s Current Report on Form 8-K filed on July 2, 2019 (File No.
−Removed: Description of Capital Stock (incorporated by reference to Exhibit 4.1 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 27, 2023 (File No.
−Removed: Registration Rights Agreement, dated as of December 30, 2020 by and among Americold Realty Trust and the Holders named therein (incorporated by reference to Exhibit 4.2 to Americold Realty Trust’s Annual Report on Form 10-K filed on March 1, 2021 (File No.
−Removed: Note and Guaranty Agreement, dated as of December 4, 2018, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on December 5, 2018 (File No.
−Removed: Note and Guaranty Agreement, dated as of May 7, 2019, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on May 8, 2019 (File No.
+Added: (incorporated by reference to Exhibit 3.1 to Americold Realty Trust’s Current Report on Form 8-K filed on July 2 , 2019 )
+Added: Description of Capital Stock (incorporated by reference to Exhibit 4.1 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 27, 2023 )
+Added: Registration Rights Agreement, dated as of December 30, 2020 by and among Americold Realty Trust and the Holders named therein (incorporated by reference to Exhibit 4.2 to Americold Realty Trust’s Annual Report on Form 10-K filed on March 1, 2021 )
+Added: Indenture, dated as of September 12, 2024 , by and among Americold Realty Operating Partnership, L.P., as issuer, Americold Realty Trust, Inc., Americold Realty Operations, Inc., Americold Australian Holdings Pty Ltd., Icecap P r operties NZ Limited and Nova Cold Logistics ULC, as guarantors, and U.S.
+Added: Bank Trust Company, National A ssociation, as trustee (incorporated by reference to Exhibit 4.1 to Americold Realty Trust’s Current Report on Form 8-K filed on September 12, 2024)
+Added: Table of C ontents
+Added: First Supplemental Indenture, dated as of September 12, 2024, by and among Americold Realty Operating Partnership, L.P., as issuer, Americold Realty Trust, Inc., Americold Realty Operations, Inc., Americold Australian Holdings Pty Ltd., Icecap Properties NZ Limited and Nova Cold Logistics ULC, as guarantors, and U.S.
+Added: Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Americold Realty Trust’s Current Report on Form 8-K filed on September 12, 2024)
+Added: Form of 5.409% Notes due 2034 (incorporated by reference to Exhibit 4.3 to Americold Realty Trust’s Current Report on Form 8-K filed on September 12, 2024 and included in Exhibit 4.2 thereto)
+Added: Form of Notation of Guarantee (incorporated by reference to Exhibit 4.3 to Americold Realty Trust’s Current Report on Form 8-K filed on September 12, 2024 and included in Exhibit 4.1 thereto)
+Added: Note and Guaranty Agreement, dated as of December 4, 2018, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on December 5 , 2018 )
+Added: Note and Guaranty Agreement, dated as of May 7, 2019, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on May 8, 2019 )
+Added: Note and Guaranty Agreement, dated as of December 30, 2020 , by and among the Operating Partnership, the Company and the P urchasers named therein ( incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021)
Amendment No.
−Removed: 1 to the Note and Guaranty Agreement, dated as of December 4, 2018, dated as of April 23, 2019, by and among the Operating Partnership, the Company and the purchasers named therein
+Added: 1 dated as of April 23, 2019, to the Note and Guaranty Agreement, dated as of December 4, 2018 , 2020, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.
+Added: 3 to Americold Realty Trust’s Annual Report on Form 10 -K filed on February 29, 2024 )
Amendment No.
−Removed: 1 to the Note and Guaranty Agreement, dated as of May 7, 2019, dated as of December 30, 2020, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 (File No.
+Added: 1 dated as of December 30, 2020, to the Note and Guaranty Agreement, dated as of May 7 , 201 9 , by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.
+Added: 2 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 )
Amendment No.
−Removed: 2 to the Note and Guaranty Agreement, dated as of December 4, 2018, dated as of December 30, 2020, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 (File No.
−Removed: Note and Guaranty Agreement, dated as of December 30, 2020, by and among the Operating Partnership, the Company and the Purchasers (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 (File No.
+Added: 2 dated as of December 30, 2020, to the Note and Guaranty Agreement, dated as of December 4 , 20 18 , by and among the Operating Partnership, the Company and the p urchasers named therein (incorporated by reference to Exhibit 10.
+Added: 3 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 )
Amendment No.
−Removed: 1 to the Note and Guaranty Agreement, dated as of December 30, 2020, dated as of June 18, 2021, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on August 6, 2021 (File No.
+Added: 1 dated as of June 18, 2021, to the Note and Guaranty Agreement, dated as of December 30, 2020, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on August 6, 2021 )
Amendment No.
−Removed: 2 to the Note and Guaranty Agreement, dated as of May 7, 2019, dated as of June 18, 2021, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on August 6, 2021 (File No.
+Added: 2 dated as of June 18, 2021, to the Note and Guaranty Agreement, dated as of May 7, 2019, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on August 6, 2021 )
Amendment No.
−Removed: 3 to the Note and Guaranty Agreement, dated as of December 4, 2018, dated as of June 18, 2021, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on August 6, 2021 (File No.
−Removed: Credit Agreement, dated as of August 23, 2022, by and among the Operating Partnership, the Company, the Several Lenders and Letter of Credit Issuers from Time to Time Parties Thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Americold Realty Trust Inc.’s Current Report on Form 8-K filed on August 24, 2022 (File No.
−Removed: Form of Employment Agreement (Executive Vice President) (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on November 5, 2021 (File No.
−Removed: Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to Americold Realty Trust’s Registration Statement on Form S-11/A, filed on December 19, 2017 (Registration No.
−Removed: Americold Realty Trust 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to Americold Realty Trust’s Registration Statement on Form S-11/A, filed on January 12, 2018 (Registration No.
−Removed: Americold Realty Trust 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Americold Realty Trust’s Registration Statement on Form S-11/A, filed on December 20, 2017 (Registration No.
−Removed: Americold Realty Trust 2017 Equity Incentive Plan, effective as of January 23, 2018 (incorporated by reference to Exhibit 10.8 to Americold Realty Trust’s Current Report on Form 8-K filed on January 23, 2018 (Registration No.
−Removed: Form of Annual Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 (File No.
−Removed: Form of Retention Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 (File No.
−Removed: Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 (File No.
−Removed: Form of Annual Director OP Unit Award Agreement (incorporated by referenced to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 (File No.
−Removed: Form of Retention OP Unit Award Agreement (incorporated by referenced to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 (File No.
−Removed: Form of Performance OP Unit Award Agreement (incorporated by referenced to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 (File No.
−Removed: Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.26 to Americold Realty Trust’s Annual Report on Form 10-K filed on March 2, 2020 (File No.
+Added: 3 dated as of June 18, 2021, to the Note and Guaranty Agreement, dated as of December 4, 2018, by and among the Operating Partnership, the Company and the purchasers named therein (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on August 6, 2021 )
+Added: Credit Agreement, dated as of August 23, 2022, by and among the Operating Partnership, the Company, the Several Lenders and Letter of Credit Issuers from Time to Time Parties Thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Americold Realty Trust Inc.’s Current Report on Form 8-K filed on August 24, 2022 )
+Added: Form of Employment Agreement (Executive Vice President) (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on November 5, 2021 )
+Added: Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 to Americold Realty Trust’s R egistration Statement on Form S-11/A (File No.
+Added: 333-221560) , filed on December 19, 2017 )
+Added: Americold Realty Trust 2008 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to Americold Realty Trust’s Registration Statement on Form S-11/A ( File No.
+Added: 333-221560) , filed on January 12, 2018 )
+Added: Americold Realty Trust 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Americold Realty Trust’s Registration Statement on Form S-11/A ( File No.
+Added: 333-221560) , filed on December 20, 2017 )
+Added: Americold Realty Trust 2017 Equity Incentive Plan, effective as of January 23, 2018 (incorporated by reference to Exhibit 10.8 to Americold Realty Trust’s Current Report on Form 8-K filed on January 23, 2018 )
+Added: Form of Annual Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 )
+Added: Form of Retention Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 )
+Added: Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 15, 2018 )
+Added: Table of C ontents
+Added: Form of Annual Director OP Unit Award Agreement (incorporated by referenced to Exhibit 10.1 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 )
+Added: Form of Retention OP Unit Award Agreement (incorporated by referenced to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 )
+Added: Form of Performance OP Unit Award Agreement (incorporated by referenced to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 9, 2019 )
+Added: Form of Performance Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.26 to Americold Realty Trust’s Annual Report on Form 10-K filed on March 2, 2020 )
Form of Performance Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on May 7, 2021 (File No.
−Removed: Form of Time-Based Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on May 7, 2021 (File No.
−Removed: Form of Performance OP Unit Award Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on May 7, 2021 (File No.
−Removed: Form of Time-Based OP Unit Award Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on May 7, 2021 (File No.
−Removed: Form of Time-Based OP Unit Award Agreement under the 2017 Equity Incentive Plan (CEO)
−Removed: Form of Performance-Based OP Unit Award Agreement under the 2017 Equity Incentive Plan (CEO)
+Added: Form of Time-Based Restricted Stock Unit Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on May 7, 2021 )
+Added: Form of Performance OP Unit Award Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on May 7, 2021 )
+Added: Form of Time-Based OP Unit Award Agreement under the 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to Americold Realty Trust’s Quarterly Report on Form 10-Q filed on May 7, 2021 )
+Added: Form of Time-Based OP Unit Award Agreement under the 2017 Equity Incentive Plan (CEO) (incorporated by reference to Exhibit 10.27 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 29, 2024)
+Added: Form of Performance-Based OP Unit Award Agreement under the 2017 Equity Incentive Plan (CEO) (incorporated by reference to Exhibit 10.2 8 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 29, 2024)
Offer Letter, dated February 22, 2022, by and between Americold Logistics, LLC and George F.
Chappelle Jr.
−Removed: (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on February 24, 2022 (File No.
−Removed: Executive Severance Benefits Plan (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on February 24, 2022 (File No.
−Removed: Offer Letter, dated February March 3, 2023, by and between Americold Logistics, LLC and Scott Henderson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2023 (File No.
−Removed: Offer Letter, dated July 24, 2023, by and between Americold Logistics, LLC and Bryan Verbarendse (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 28, 2023 (File No.
−Removed: Offer Letter, dated December 27, 2023, by and between Americold Logistics, LLC and Jay Wells (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 (File No.
+Added: (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on February 24, 2022)
+Added: Executive Severance Benefits Plan (incorporated by reference to Exhibit 10.2 to Americold Realty Trust’s Current Report on Form 8-K filed on February 24, 2022 )
+Added: Offer Letter, dated February March 3, 2023, by and between Americold Logistics, LLC and Scott Henderson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2023 )
+Added: Offer Letter, dated July 24, 2023, by and between Americold Logistics, LLC and Bryan Verbarendse (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 28, 2023 )
+Added: Offer Letter, dated December 27, 2023, by and between Americold Logistics, LLC and Jay Wells (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 )
+Added: Offer Letter, dated March 8, 2024, by and between Americold Logistics, LLC and Robert Harris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 12, 2024)
+Added: Americold Realty Trust, Inc.
+Added: Insider Trading Policy*
List of Subsidiaries *
+Added: List of Subsidiary Guarantors (incorporated by reference to Exhibit 22.1 to Americold Realty Trust, Inc.’s Post-Effective Amendment No.
+Added: 1 to Form S-3 Registration Statement (File No.
+Added: 333-270664) filed on September 3, 2024)
Consent of Ernst & Young LLP *
6 unchanged sentences
Americold Realty Trust, Inc.
−Removed: Clawback Policy
+Added: Clawback Policy (incorporated by reference to Exhibit 97.1 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 29, 2024)
101 The following financial statements of Americold Realty Trust’s Form 10-K for the year ended December 31, 2024, formatted in XBRL interactive data files:
−Removed: (i) Condensed Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022;
−Removed: (ii) Condensed Consolidated Income Statements for the year ended December 31, 2023 and 2022;
−Removed: (iii) Condensed Consolidated Statements of Comprehensive Income for the year ended December 31, 2023 and 2022;
−Removed: (iv) Condensed Consolidated Statements of Equity for the year ended December 31, 2023 and 2022;
−Removed: (v) Condensed Consolidated Statements of Cash Flows for the year ended December 31, 2023 and 2022;
−Removed: and (vi) Notes to Condensed Consolidated Financial Statements.
+Added: (i) Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023;
+Added: (ii) Consolidated Statements of Operations for the year ended December 31, 2024 and 2023;
+Added: (iii) Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31, 2024 and 2023;
+Added: (iv) Consolidated Statements of Equity for the year ended December 31, 2024 and 2023;
+Added: (v) Consolidated Statements of Cash Flows for the year ended December 31, 2024 and 2023;
+Added: and (vi) Notes to Consolidated Financial Statements.
+Added: Table of C ontents
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: * Filed herewith.
# This document has been identified as a management contract or compensatory plan or arrangement.
−Removed: Certain agreements and other documents filed as exhibits to this Annual Report on Form 10-K contain representations and warranties that the parties thereto made to each other.
−Removed: These representations and warranties have been made solely for the benefit of the other parties to such agreements and may have been qualified by certain information that has been disclosed to the other parties to such agreements and other documents and that may not be reflected in such agreements and other documents.
−Removed: In addition, these representations and warranties may be intended as a way of allocating risks among parties if the statements contained therein prove to be incorrect, rather than as actual statements of fact.
−Removed: Accordingly, there can be no reliance on any such representations and warranties as characterizations of the actual state of facts.
−Removed: Moreover, information concerning the subject matter of any such representations and warranties may have changed since the date of such agreements and other documents.
+Added: Table of C ontents
Form 10-K Summary
Not Applicable.
+Added: Table of C ontents
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Americold Realty Trust, Inc.
−Removed: and Subsidiaries
Opinion on the Financial Statements
18 unchanged sentences
(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
+Added: Table of C ontents
Test of Goodwill for Impairment
Description of the Matter As more fully described in Note 2 to the consolidated financial statements, the Company evaluates the carrying value of goodwill each year as of October 1 and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit to which goodwill has been allocated below its carrying amount.
−Removed: As of December 31, 2023, the carrying value of the Company’s goodwill balance totaled $794.0 million, after recognizing an impairment charge related to the Europe warehouse reporting unit of $236.5 million.
−Removed: Auditing management’s annual goodwill quantitative impairment test involved especially subjective judgments due to the significant estimation required in determining the fair value of the Europe warehouse reporting unit to which goodwill had been allocated.
−Removed: In particular, the estimate of fair value is sensitive to changes in assumptions impacting the discount rate, which include the estimated equity, company and country-specific risk premiums, the use and weighting of the allowable valuation methods as well as the capital structures of the guideline companies, all of which directly impact the business enterprise value of the Europe warehouse reporting unit.
−Removed: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process.
−Removed: For example, we tested controls over the estimation of the fair value of the Europe warehouse reporting unit, including the Company’s controls over the valuation methodology and development of underlying assumptions used to determine the fair value of the Europe warehouse reporting unit, as well as the Company’s related sensitivity analyses.
−Removed: To test the estimated fair value of the Europe warehouse reporting unit, our audit procedures included, among others, assessing the valuation methodology and the underlying data used by the Company in its analysis, including testing the significant assumptions used to develop the discount rate.
+Added: As of December 31, 2024, the carrying value of the Company’s goodwill balance totaled $784.0 million.
+Added: Auditing management’s annual goodwill quantitative impairment test involved especially subjective judgments due to the significant estimation required in determining the fair value of the North America transportation reporting unit to which goodwill had been allocated.
+Added: In particular, the estimate of fair value is sensitive to changes in assumptions impacting the discount rate, which directly impacts the business enterprise value of the North America transportation reporting unit
+Added: How We Addressed
+Added: the Matter in Our Audit
+Added: To test the estimated fair value of the North America transportation reporting unit, our audit procedures included, among others, assessing the valuation methodology and the underlying data used by the Company in its analysis, including testing the significant assumptions used to develop the discount rate.
We compared the significant assumptions used by management to current economic trends and other relevant factors.
−Removed: We performed sensitivity analyses on the discount rate to evaluate the changes in the fair value of the Europe warehouse reporting unit that would result from changes in the related assumptions.
−Removed: We involved valuation specialists to assist in our evaluation of the valuation methodology and the significant assumptions, including the discount rate used in determining the fair value of the Europe warehouse reporting unit.
+Added: We performed sensitivity analyses on the discount rate to evaluate the change in the fair value of the North America transportation reporting unit that would result from changes in the related assumption.
+Added: We involved valuation specialists to assist in our evaluation of the valuation methodology and the significant assumptions, including the discount rate used in determining the fair value of the North America transportation reporting unit.
/s/ Ernst & Young LLP
2 unchanged sentences
February 27, 2025
+Added: Table of C ontents
Americold Realty Trust, Inc.
10 unchanged sentences
Property, buildings, and equipment – net 5,020,684 5,106,737
−Removed: Operating Leases:
−Removed: Operating lease right-of-use assets 343,532 352,553
−Removed: Accumulated amortization-operating leases ( 96,230 ) ( 76,334 )
Operating leases - net 222,294 247,302
−Removed: Financing Leases:
−Removed: Buildings and improvements 13,542 13,546
−Removed: Machinery and equipment 161,446 127,009
−Removed: 174,988 140,555
−Removed: Accumulated depreciation ( 69,824 ) ( 57,626 )
Financing leases - net 104,216 105,164
7 unchanged sentences
Total assets $ 7,735,954 $ 7,869,252
+Added: Liabilities and Equity
Borrowings under revolving line of credit $ 255,052 $ 392,156
Accounts payable and accrued expenses 603,411 568,764
−Removed: Senior unsecured notes and term loans - net of deferred financing cost of $ 10,578 and $ 13,044 at December 31, 2023 and 2022, respectively
+Added: Senior unsecured notes and term loans - net of deferred financing costs of $ 13,882 and $ 10,578 at December 31, 2024 and 2023, respectively
3,031,462 2,601,122
2 unchanged sentences
Operating lease obligations 219,099 240,251
−Removed: Unearned revenue 28,379 32,046
−Removed: Pension and postretirement benefits 1,624 1,531
+Added: Unearned revenues 21,979 28,379
Deferred tax liability - net 115,772 135,797
−Removed: Multiemployer pension plan withdrawal liability 7,458 7,851
+Added: Other liabilities 7,389 9,082
Total liabilities 4,428,949 4,234,665
−Removed: Commitments and contingencies (see Commitments and Contingencies Note 17)
+Added: Commitments and contingencies ( Note 17 - Commitments and Co nt ingencies )
Stockholders' equity:
Common stock, $ 0.01 par value per share – 500,000,000 authorized shares;
−Removed: 283,699,120 and 269,814,956 issued and outstanding at December 31, 2023 and 2022, respectively
+Added: 284,265,041 and 283,699,120 shares issued and outstanding at December 31, 2024 and 2023, respectively
Paid-in capital 5,646,879 5,625,907
3 unchanged sentences
Noncontrolling interests 26,217 18,458
−Removed: Noncontrolling interests in operating partnership 18,458 14,459
Total equity 3,307,005 3,634,587
1 unchanged sentence
See accompanying Notes to Consolidated Financial Statements.
+Added: Table of C ontents
Americold Realty Trust, Inc.
16 unchanged sentences
Impairment of indefinite and long-lived assets 33,126 236,515 7,380
−Removed: (Gain) loss on sale of real estate ( 2,254 ) 5,689 —
+Added: Net (gain) loss from sale of real estate ( 3,514 ) ( 2,254 ) 5,689
Total operating expenses 2,542,530 2,781,634 2,826,865
−Removed: Operating (loss) income ( 108,305 ) 87,870 72,970
+Added: Operating income (loss) 124,011 ( 108,305 ) 87,870
Other income (expense):
7 unchanged sentences
Income tax benefit (expense):
−Removed: Current ( 8,508 ) ( 3,725 ) ( 7,578 )
−Removed: Deferred 10,781 22,561 9,147
−Removed: Income tax benefit 2,273 18,836 1,569
+Added: Current income tax ( 4,782 ) ( 8,508 ) ( 3,725 )
+Added: Deferred income tax 13,210 10,781 22,561
+Added: Total income tax benefit 8,428 2,273 18,836
Net loss from continuing operations ( 94,749 ) ( 325,816 ) ( 11,092 )
−Removed: Net loss from discontinued operations ( 10,453 ) ( 8,382 ) ( 1,281 )
+Added: Loss from discontinued operations, net of tax — ( 10,453 ) ( 8,382 )
Net loss ( 94,749 ) ( 336,269 ) ( 19,474 )
−Removed: Net (loss) income attributable to noncontrolling interests ( 54 ) ( 34 ) 146
+Added: Net loss attributable to noncontrolling interests ( 436 ) ( 54 ) ( 34 )
Net loss attributable to Americold Realty Trust, Inc.
2 unchanged sentences
Weighted average common stock outstanding – diluted 284,782 275,773 269,565
−Removed: Net loss per common share - basic $ ( 1.18 ) $ ( 0.04 ) $ ( 0.11 )
+Added: Net loss per common share from continuing operations - basic $ ( 0.33 ) $ ( 1.18 ) $ ( 0.04 )
Net loss per common share from discontinued operations - basic — ( 0.04 ) ( 0.03 )
Basic loss per share $ ( 0.33 ) $ ( 1.22 ) $ ( 0.07 )
−Removed: Net loss per common share - diluted $ ( 1.18 ) $ ( 0.04 ) $ ( 0.11 )
+Added: Net loss per common share from continuing operations - diluted $ ( 0.33 ) $ ( 1.18 ) $ ( 0.04 )
Net loss per common share from discontinued operations - diluted — ( 0.04 ) ( 0.03 )
1 unchanged sentence
See accompanying Notes to Consolidated Financial Statements.
+Added: Table of C ontents
Americold Realty Trust, Inc.
5 unchanged sentences
Net loss $ ( 94,749 ) $ ( 336,269 ) $ ( 19,474 )
−Removed: Other comprehensive (loss) income - net of tax:
+Added: Other comprehensive income (loss) - net of tax:
Adjustment to accrued pension liability 515 ( 2,299 ) ( 2,376 )
−Removed: Change in unrealized net loss on foreign currency ( 4,937 ) ( 23,514 ) ( 6,315 )
−Removed: Unrealized (loss) gain on cash flow hedges ( 3,354 ) 15,318 6,887
−Removed: Other comprehensive (loss) income - net of tax attributable to Americold Realty Trust, Inc.
+Added: Unrealized net loss on foreign currency ( 14,441 ) ( 4,937 ) ( 23,514 )
+Added: Unrealized net gain (loss) on cash flow hedges 3,287 ( 3,354 ) 15,318
+Added: Other comprehensive loss - net of tax attributable to Americold Realty Trust, Inc.
( 10,639 ) ( 10,590 ) ( 10,572 )
−Removed: Other comprehensive income (loss) attributable to noncontrolling interests 108 ( 51 ) 28
+Added: Other comprehensive (loss) income attributable to noncontrolling interests ( 91 ) 108 ( 51 )
Total comprehensive loss $ ( 105,479 ) $ ( 346,751 ) $ ( 30,097 )
See accompanying Notes to Consolidated Financial Statements.
+Added: Table of C ontents
Americold Realty Trust, Inc.
2 unchanged sentences
(In thousands, except shares)
−Removed: Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Operating Partnership
−Removed: Number of Shares Par Value Paid-in Capital Total
+Added: Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Loss
+Added: Noncontrolling Interests in Operating Partnership
+Added: Common Stock Paid-in Capital
+Added: Number of Shares Par Value Total
Balance - December 31, 2023 283,699,120 $ 2,837 $ 5,625,907 $ ( 1,995,975 ) $ ( 16,640 ) $ 18,458 $ 3,634,587
−Removed: Net (loss) income — — — ( 30,455 ) — 146 ( 30,309 )
−Removed: Other comprehensive income — — — — 8,901 28 8,929
−Removed: Measurement period adjustment to record fair value of noncontrolling interests in consolidated joint venture from Agro acquisition — — — — — 11,600 11,600
−Removed: Purchase of noncontrolling interest holders share in consolidated joint venture — — — — — ( 11,600 ) ( 11,600 )
+Added: Net loss — — — ( 94,313 ) — ( 436 ) ( 94,749 )
+Added: Other comprehensive loss — — — — ( 10,639 ) ( 91 ) ( 10,730 )
Distributions on common stock, restricted stock and OP units — — — ( 251,366 ) — ( 1,221 ) ( 252,587 )
2 unchanged sentences
Common stock issuance related to employee stock purchase plan 130,589 1 3,068 — — — 3,069
−Removed: Net proceeds from issuance of common stock 15,546,950 155 474,326 — — — 474,481
+Added: Conversion of OP units to common stock 36,450 — 984 — — ( 984 ) —
Balance - December 31, 2024 284,265,041 $ 2,842 $ 5,646,879 $ ( 2,341,654 ) $ ( 27,279 ) $ 26,217 $ 3,307,005
See accompanying Notes to Consolidated Financial Statements.
+Added: Table of C ontents
Americold Realty Trust, Inc.
2 unchanged sentences
(In thousands, except shares)
−Removed: Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Operating Partnership
−Removed: Number of Shares Par Value Paid-in Capital Total
+Added: Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Loss
+Added: Noncontrolling Interests in Operating Partnership
+Added: Common Stock Paid-in Capital
+Added: Number of Shares Par Value Total
Balance - December 31, 2022
+Added: 269,814,956 $ 2,698 $ 5,191,969 $ ( 1,415,198 ) $ ( 6,050 ) $ 14,459 $ 3,787,878
Net loss — — — ( 336,215 ) — ( 54 ) ( 336,269 )
−Removed: Other comprehensive loss — — — — ( 15,542 ) ( 51 ) ( 15,593 )
+Added: Other comprehensive (loss) income — — — — ( 10,590 ) 108 ( 10,482 )
Distributions on common stock, restricted stock and OP units — — — ( 244,562 ) — ( 804 ) ( 245,366 )
2 unchanged sentences
Common stock issuance related to employee stock purchase plan 126,195 2 3,045 — — — 3,047
−Removed: Deconsolidation of subsidiary contributed to LATAM joint venture — — — — 4,970 ( 204 ) 4,766
−Removed: Other — — — ( 100 ) — — ( 100 )
+Added: Conversion of OP units to common stock 83,908 1 2,439 — — ( 2,440 ) —
+Added: Net proceeds from issuance of common stock 13,244,905 132 412,478 — — — 412,610
Balance - December 31, 2023
+Added: 283,699,120 $ 2,837 $ 5,625,907 $ ( 1,995,975 ) $ ( 16,640 ) $ 18,458 $ 3,634,587
See accompanying Notes to Consolidated Financial Statements.
+Added: Table of C ontents
Americold Realty Trust, Inc.
3 unchanged sentences
Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Operating Partnership
−Removed: Number of Shares Par Value Paid-in Capital Total
+Added: Common Stock Paid-in Capital
+Added: Number of Shares Par Value Total
Balance - December 31, 2021
+Added: 268,282,592 $ 2,683 $ 5,171,690 $ ( 1,157,888 ) $ 4,522 $ 8,069 $ 4,029,076
Net loss — — — ( 19,440 ) — ( 34 ) ( 19,474 )
−Removed: Other comprehensive (loss) income — — — — ( 10,590 ) 108 ( 10,482 )
+Added: Other comprehensive loss — — — — ( 15,542 ) ( 51 ) ( 15,593 )
Distributions on common stock, restricted stock and OP units — — — ( 237,770 ) — ( 724 ) ( 238,494 )
2 unchanged sentences
Common stock issuance related to employee stock purchase plan 145,286 1 3,878 — — — 3,879
−Removed: Conversion of OP units to common stock 83,908 1 2,439 — — ( 2,440 ) —
−Removed: Net proceeds from issuance of common stock 13,244,905 132 412,478 — — — 412,610
+Added: Deconsolidation of subsidiary contributed to LATAM joint venture — — — — 4,970 ( 204 ) 4,766
+Added: Other — — — ( 100 ) — — ( 100 )
Balance - December 31, 2022
+Added: 269,814,956 $ 2,698 $ 5,191,969 $ ( 1,415,198 ) $ ( 6,050 ) $ 14,459 $ 3,787,878
See accompanying Notes to Consolidated Financial Statements.
+Added: Table of C ontents
Americold Realty Trust, Inc.
9 unchanged sentences
Amortization of deferred financing costs and pension withdrawal liability 5,329 5,095 4,833
−Removed: Loss on debt extinguishment, modification and termination of derivative instruments, non-cash 2,482 3,217 5,565
+Added: Loss on debt extinguishment, modifications and termination of derivative instruments, non-cash
+Added: 116,082 2,482 3,217
Loss from investments in partially owned entities 3,702 5,553 9,300
2 unchanged sentences
Stock-based compensation expense 28,233 23,592 27,137
−Removed: Deferred tax benefit ( 10,781 ) ( 22,561 ) ( 9,147 )
−Removed: (Gain) loss from sale of real estate ( 2,254 ) 5,689 —
−Removed: Loss on other asset disposals 2,869 3,556 279
+Added: Deferred income tax benefit
+Added: ( 13,210 ) ( 10,781 ) ( 22,561 )
Impairment of indefinite and long-lived assets 33,126 236,515 7,380
−Removed: Provision for doubtful accounts receivable, net 6,422 7,394 6,466
+Added: Provision for doubtful accounts receivable
+Added: 7,633 6,422 7,394
Impairment of related party loan receivable — 21,972 —
1 unchanged sentence
Loss on classification of Comfrio as held for sale — 4,616 —
−Removed: Non-cash operating lease expense 42,841 52,330 59,405
+Added: Non-cash operating lease expenses
+Added: 42,751 42,841 52,330
Changes in operating assets and liabilities:
3 unchanged sentences
Operating lease liabilities ( 40,345 ) ( 37,605 ) ( 34,162 )
−Removed: Other 19,626 3,568 3,701
+Added: ( 14,879 ) 20,241 12,813
Net cash provided by operating activities 411,877 366,155 299,996
1 unchanged sentence
Additions to property, buildings, and equipment
+Added: ( 309,458 ) ( 264,467 ) ( 308,365 )
Business combinations, net of cash acquired — ( 46,653 ) ( 15,829 )
Acquisitions of property, buildings, equipment, and other assets, net of cash acquired — ( 65,771 ) ( 14,581 )
−Removed: Investment in partially owned entities and other ( 20,533 ) ( 14,427 ) ( 7,570 )
+Added: Investments in and advances to partially owned entities and other
+Added: ( 13,049 ) ( 20,533 ) ( 14,427 )
Net payments for sale of business (discontinued operations) — ( 4,616 ) —
Proceeds from sale of property, buildings, and equipment
+Added: 9,324 8,071 4,713
Proceeds from sale of investments in partially owned entities — 36,896 —
Net cash used in investing activities
+Added: ( 313,183 ) ( 357,073 ) ( 348,489 )
Financing activities:
Distributions paid on common stock, restricted stock units and noncontrolling interests in OP
−Removed: Purchase of noncontrolling interest holders share in consolidated joint venture — — ( 11,600 )
+Added: ( 252,119 ) ( 242,221 ) ( 238,709 )
Proceeds from stock options exercised 2,828 2,952 3,974
4 unchanged sentences
Repayment of sale-leaseback financing obligations ( 7,091 ) ( 17,891 ) ( 7,835 )
+Added: Termination of sale-leaseback financing obligations
+Added: ( 190,954 ) — —
Repayment of financing lease obligations ( 37,921 ) ( 39,214 ) ( 33,860 )
1 unchanged sentence
Repayment of term loans, mortgage notes, and notes payable — — ( 269,659 )
−Removed: Proceeds from term loans — 470,000 50,000
+Added: Proceeds from senior unsecured notes and term loans
+Added: Proceeds from public senior unsecured notes offering
Net proceeds from issuance of common stock — 412,610 —
Net cash (used in) provided by financing activities ( 106,785 ) ( 285 ) 23,325
−Removed: Net increase (decrease) in cash, cash equivalents, and restricted cash 8,797 ( 25,168 ) ( 534,650 )
+Added: Net (decrease) increase in cash, cash equivalents and restricted cash
+Added: ( 8,091 ) 8,797 ( 25,168 )
Effect of foreign currency translation on cash, cash equivalents and restricted cash ( 4,649 ) ( 1,468 ) ( 4,727 )
2 unchanged sentences
End of period $ 47,652 $ 60,392 $ 53,063
+Added: See accompanying Notes to Consolidated Financial Statements.
+Added: Table of C ontents
Americold Realty Trust, Inc.
5 unchanged sentences
Supplemental disclosures of non-cash investing and financing activities:
−Removed: Deferred cash consideration for acquisitions $ — $ — $ 11,820
Addition of property, buildings and equipment on accrual $ 32,538 $ 34,034 $ 49,378
−Removed: Addition of fixed assets under financing lease obligations $ 59,276 $ 18,694 $ 24,567
−Removed: Addition of fixed assets under operating lease obligations $ 6,244 $ 7,889 $ 50,886
+Added: Right-of-use assets obtained in exchange for lease obligations:
+Added: Operating leases
+Added: $ 11,186 $ 6,244 $ 7,889
+Added: Finance leases
+Added: $ 38,989 $ 59,276 $ 18,694
Supplemental disclosures of cash flows information:
2 unchanged sentences
As of December 31,
−Removed: Allocation of purchase price of property, buildings and equipment to:
+Added: Allocation of purchase price of property, buildings, equipment, and other assets, net of cash acquired to:
2024 2023 2022
3 unchanged sentences
Other assets and liabilities, net — 239 —
−Removed: Cash paid for acquisition of property, buildings and equipment
+Added: Cash paid for acquisitions of property, buildings, equipment, and other assets, net
$ — $ 65,771 $ 14,581
1 unchanged sentence
2024 2023 2022
−Removed: Allocation of purchase price to business combinations:
+Added: Allocation of purchase price of business combinations, net of cash acquired to:
Land $ — $ — $ 514
1 unchanged sentence
Machinery and equipment — — 3,676
−Removed: Assets under construction — — 373
−Removed: Operating lease right-of-use assets — — 22,842
−Removed: Financing Leases — — 417
−Removed: Cash and cash equivalents — — 6,878
−Removed: Accounts receivable — — 6,436
Goodwill — — 3,107
−Removed: Customer relationships — — 301,460
Other assets — — 25
Accounts payable and accrued expenses (1)
−Removed: 46,653 289 ( 12,620 )
−Removed: Financing lease obligations — — ( 371 )
−Removed: Operating lease obligations — — ( 14,450 )
−Removed: Unearned revenue — — ( 2,807 )
−Removed: Deferred tax liability — — ( 14,961 )
Assets of discontinued operations - held for sale — 86,085 —
Liabilities of discontinued operations - held for sale — ( 86,085 ) —
−Removed: Total consideration, including common stock issued and deferred consideration $ 46,653 $ 15,829 $ 709,302
+Added: Total consideration
+Added: $ — $ 46,653 $ 15,829
(1) Accounts payable and accrued expenses activity as of December 31, 2023 represents the relief of the remaining put option liability for Comfrio.
+Added: See accompanying Notes to Consolidated Financial Statements.
+Added: Table of C ontents
Americold Realty Trust, Inc.
19 unchanged sentences
Recognition of investment in unconsolidated LATAM joint venture $ — $ — $ 36,896
+Added: See accompanying Notes to Consolidated Financial Statements.
Americold Realty Trust, Inc.
3 unchanged sentences
Americold Realty Trust, Inc.
−Removed: together with its subsidiaries (“ART”, the Company, or we) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S.
+Added: together with its subsidiaries including the Operating Partnership (as defined below) (“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.
−Removed: The Company is the world’s largest publicly traded REIT focused on the ownership, operation and development of temperature-controlled warehouses.
−Removed: The Company is organized as a self-administered and self-managed REIT with proven operating, acquisition and development experience.
−Removed: As of December 31, 2023, we operated a global network of 245 temperature-controlled warehouses encompassing approximately 1.5 billion cubic feet, with 197 warehouses in North America, 27 in Europe, 19 warehouses in Asia-Pacific, and 2 warehouses in South America.
−Removed: In addition, we hold two minority interests in joint ventures, one with SuperFrio, which owns or operates 35 temperature-controlled warehouses in Brazil, and one with the RSA JV, which owns 2 temperature-controlled warehouses in Dubai.
+Added: 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.
+Added: As of December 31, 2024, we operated a global network of 239 temperature-controlled warehouses encompassing approximately 1.4 billion cubic feet (unaudited), with 195 warehouses in North America, 25 in Europe, 17 warehouses in Asia-Pacific, and 2 warehouses in South America.
+Added: In addition, we hold minority interests in two joint ventures, one with SuperFrio Armazéns Gerais S.A.
+Added: (“SuperFrio”) , which owns or operates 34 temperature-controlled warehouses in Brazil, and one with RSA Cold Holdings Limited (the “RSA joint venture”), which owns two temperature-controlled warehouses in Dubai.
During 2010, the Company formed a Delaware limited partnership, Americold Realty Operating Partnership, L.P.
1 unchanged sentence
This structure is commonly referred to as an umbrella partnership REIT or an UPREIT structure.
+Added: Americold Realty Trust, Inc.
(“the REIT”) is the sole general partner of the Operating Partnership, owning 99 % of the common general partnership interests as of December 31, 2024.
4 unchanged sentences
as the general partner nor do they have participating rights, although they do have certain protective rights.
−Removed: The terms “Americold,” the “Company,” “we,” “our” and “us” refer to Americold Realty Trust, Inc.
−Removed: and all of its consolidated subsidiaries, including the Operating Partnership.
No limited partner shall be liable for any debts, liabilities, contracts or obligations of the Operating Partnership.
1 unchanged sentence
After a capital contribution is fully paid, no limited partner shall, except as otherwise may be legally required under Delaware law, be required to make any further contribution or other payments or lend any funds to the Operating Partnership.
−Removed: The Company grants Operating Partnership Profit Units (OP Units) to certain members of the Board of Directors and certain members of management of the Company, which are described further in Note 14 - S tock Based Compensation .
+Added: The Company grants Operating Partnership Profit Units (“OP Units”) to certain members of the Board of Directors and certain members of management of the Company, which are described further in Note 14 - Stock-Based Compensation .
These units represent noncontrolling interests in the Operating Partnership that are not owned by Americold Realty Trust, Inc.
2 unchanged sentences
The Company also has 25,000,000 authorized preferred shares, $ 0.01 par value per share;
−Removed: however, no ne were issued or outstanding as of December 31, 2023 or December 31, 2022.
+Added: however, none were issued or outstanding as of December 31, 2024 or December 31, 2023.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: On May 25, 2022, the Company completed its conversion from a Maryland real estate investment trust to a Maryland corporation, pursuant to the Articles of Conversion, as approved by the stockholders at its annual stockholder meeting on May 17, 2022.
+Added: Notes to Consolidated Financial Statements
+Added: On May 25, 2022, the Company completed its conversion from a Maryland REIT to a Maryland corporation, pursuant to the Articles of Conversion, as approved by the stockholders at its annual stockholder meeting on May 17, 2022.
Each issued and outstanding share of beneficial interest in Americold Realty Trust was converted into one share of common stock in Americold Realty Trust, Inc.
−Removed: As a result of this conversion, several references in this Form 10-K have been updated accordingly.
Despite this conversion, the Company continues to operate as a REIT for U.S.
4 unchanged sentences
Universal Shelf Registration Statement
−Removed: In connection with filing our ATM Equity Offering Sales Agreement on March 17, 2023, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration Nos.
−Removed: 333-230664 and 333-230664-01) (the “Registration Statement”), registering an indeterminate amount of (i) the Company’s common stock, $ 0.01 par value per share, (ii) the Company’s preferred stock, $ 0.01 par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common stock or preferred stock or depositary shares and (v) debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company.
+Added: 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.
+Added: 333-270664 and 333-270664-01) (as amended from time to time, the “Registration Statement”), registering an indeterminate amount of (i) the Company’s common stock, $ 0.01 par value per share, (ii) the Company’s preferred stock, $ 0.01 par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common stock or preferred stock or depositary shares and (v) debt securities of the Operating Partnership, which may be fully and unconditionally guaranteed by the Company and certain subsidiaries.
+Added: The Registration Statement was amended on September 3, 2024 to add certain direct and indirect subsidiaries of the Company as co-registrants to the Registration Statement, since each such co-registrant may be a guarantor of some or all of the debt securities of the Operating Partnership with respect to which offers and sales are registered under the Registration Statement.
At the Market (“ATM”) Equity Program
−Removed: On March 17, 2023, we entered into an equity distribution agreement pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 900.0 million of our common shares through an ATM Equity Program (the “2023 ATM Equity Program”).
−Removed: Sales of our common stock made pursuant to the 2023 ATM Equity Program may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and us.
−Removed: Sales may also be made on a forward basis pursuant to separate forward sale agreements.
−Removed: During the year ended December 31, 2023, we sold 13,244,905 common shares sold under the 2023 ATM Equity Program for net proceeds of $ 412.6 million .
−Removed: The net proceeds from sales of our common stock pursuant to the March 2023 ATM Equity Program were used to repay a portion on the revolver borrowings .
−Removed: On November 9, 2023, we entered into an equity distribution agreement that was substantially identical to and replaced the March 2023 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.
−Removed: Termination of Certain Employee Benefit Plans
−Removed: On February 28, 2023, the Company’s Board of Directors approved a plan to effect the termination of the Americold Retirement Income Plan (the “ARIP”).
−Removed: Additionally, on February 28, 2023, the Company amended the ARIP plan agreements in order to provide for a limited lump-sum window for eligible participants.
−Removed: The Company filed the Application for Determination Upon Termination with the Internal Revenue Service in July 2023.
−Removed: The Company has chosen to proceed with the distributions without waiting for the final letter of favorable determination.
−Removed: The Company filed the appropriate documents related to the termination of the ARIP with the
+Added: 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”).
+Added: 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.
+Added: Sales could also be made on a forward basis pursuant to separate forward sale agreements.
+Added: In August 2023, we sold 13,244,905 common shares under the Prior ATM Equity Program for net proceeds of $ 412.6 million.
+Added: The net proceeds from sales of our common stock pursuant to the Prior ATM Equity Program were used to repay a portion of our revolver borrowings.
+Added: On November 9, 2023, we entered into an equity distribution agreement that was substantially identical to and replaced the prior equity distribution agreement, pursuant to which we may sell, from time to time, up to an additional $ 900.0 million of our common shares through our ATM Equity Program (the “Current ATM Equity Program”).
+Added: During the year ended December 31, 2024, we did not sell any shares of our common stock under the Current ATM Equity Program.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: Pension Benefit Guaranty Corporation and any other appropriate parties during the three months ended September 30, 2023.
+Added: Notes to Consolidated Financial Statements
+Added: On September 12, 2024, we completed an underwritten public offering of $ 500.0 million aggregate principal amount of the Company’s 5.409 % notes (the “Public Senior Unsecured Notes”) due September 12, 2034.
+Added: The details of this offering are further described in Note 9 - De bt to these Consolidated Financial Statements.
+Added: Termination of Certain Employee Benefit Plans
+Added: On February 28, 2023, the Company’s Board of Directors approved a plan to effect the termination of the Americold Retirement Income Plan (the “ARIP”).
+Added: Additionally, on February 28, 2023, the Company amended the ARIP agreements in order to provide for a limited lump-sum window for eligible participants.
On November 17, 2023, the Company and Principal Life Insurance Company (the “Insurer” or “Principal” ) executed a Standard Single Premium Guaranteed Annuity Contract Purchase Agreement (the “Purchase Agreement”) by which the Insurer provides a nonparticipating single premium group annuity contract to the Company for a cash premium, to relieving the Plan Sponsor from any future payments to annuitants or beneficiaries under the ARIP.
The transaction was completed and settled on November 27, 2023.
−Removed: The Company’s purchase of the annuity contract from Principal constituted a settlement of the ARIP.
−Removed: The relief of the related net liability and recognition of deferred loss in "Accumulated other comprehensive loss” (AOCI) on the Consolidated Balance Sheet, coupled with the cash annuity payment of $ 1.3 million, resulted in the recognition of a settlement loss of $ 2.5 million recognized in “Acquisition, cyber incident and other, net” on the Consolidated Statements of Operations.
+Added: The corresponding relief of the related net liability and recognition of deferred loss in "Accumulated other comprehensive loss” (AOCI) on the Consolidated Balance Sheets, coupled with the cash annuity payment of $ 1.3 million, resulted in the recognition of a settlement loss of $ 2.5 million recognized in “Acquisition, cyber incident, and other, net” on the Consolidated Statements of Operations during the year ended December 31, 2023.
+Added: Project Orion
+Added: 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.
+Added: The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system.
+Added: The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities.
+Added: 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.
+Added: We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology (“IT”) applications and infrastructure rationalization, reduced employee turnover, working capital efficiency and reduced IT maintenance capital expenditures .
+Added: The activities associated with Project Orion are expected to be substantially complete within three years from the project’s start date.
+Added: Since inception, the Company has incurred $ 161.4 million of implementation costs related to Project Orion, including expenses reported in “Acquisition, cyber incident, and other, net” on the Consolidated Statements of Operations and costs deferred in “Other assets” on the Consolidated Balance Sheets.
+Added: The unamortized balance of the Project Orion deferred costs were $ 80.5 million and $ 43.9 million as of December 31, 2024 and 2023, respectively.
+Added: During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion.
+Added: The implementation costs deferred within “Other assets” on the Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Consolidated Statements of Operations.
+Added: The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally three to five years .
+Added: However, the useful lives of major information system installations, such as implementations of ERP systems and certain related software, are determined on an individual basis and may exceed five years depending on the estimated period of use.
+Added: The Company has determined the useful life of the new ERP system to be ten years and is amortizing the costs associated with the ERP implementation on a straight line basis over such period.
+Added: The amortization expense recognized during the year ended December 31, 2024 related to the Project Orion ERP implementation was $ 4.2 million.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
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”).
−Removed: The Company engaged an external cyber security expert to initiate responses to contain, remediate, and commence a forensic investigation.
−Removed: Actions taken included preventative measures such as shutting down certain operating systems and supplementing existing security monitoring with additional scanning and other protective measures.
+Added: The Company engaged an external cyber security expert to initiate responses to contain and remediate the incident, and conduct a forensic investigation.
+Added: 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.
−Removed: Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed normal operations prior to June 30, 2023.
−Removed: The Company is continuing to invest in information technology with the intent of strengthening its information security infrastructure.
−Removed: We engaged a leading cybersecurity defense firm that completed a forensic investigation of the incident and provided recommended actions in response to the findings.
−Removed: As of December 31, 2023, the Company has completed the material 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.
−Removed: For example, the Company reset all credentials across the enterprise and strengthened security tooling across its servers and workstations.
−Removed: The Company has also reinforced its strategy to further strengthen the resiliency of its information security infrastructure, which is intended to accelerate the detection, response, and recovery from security and technical incidents.
−Removed: The Company is also engaged with cyber security experts to manage the remediation.
−Removed: Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber incident were $ 28.9 million during the year ended December 31, 2023, and have been recorded within “Acquisition, cyber incident, and other, net” in the Consolidated Statements of Operations.
+Added: Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed operations at pre-cyberattack levels by June 30, 2023.
+Added: As noted above, the Company engaged a leading cybersecurity defense firm that completed a forensic investigation of the incident and provided recommended actions in response to the findings.
+Added: The Company has completed many of the recommended remediation activities and continues to enhance our policies and procedures meant to assess, identify, and effectively manage cybersecurity risks, threats, and incidents.
+Added: Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber Incident have been recorded net of insurance recoveries within “Acquisition, cyber incident, and other, net" in the Consolidated Statements of Operations.
This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles.
−Removed: Project Orion
−Removed: 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.
−Removed: The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system.
−Removed: Since going public in 2018, we have acquired over 100 facilities, or approximately 40 % of our total warehouse facility network.
−Removed: Project Orion will enable us to better integrate many of these recent acquisitions and position us well for the integration of future acquisitions.
+Added: Foreign Currency Related Transactions
+Added: Exchange rate adjustments resulting from foreign currency transactions are recognized in “Net loss:” in the Consolidated Statements of Operations, whereas effects resulting from the translation of financial statements are recognized in “Unrealized net gain (loss) on foreign currency” in the Consolidated Statements of Comprehensive (Loss) Income.
+Added: Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S.
+Added: dollars are translated into U.S.
+Added: dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates.
+Added: For the years ended December 31, 2024, 2023 and 2022, the amount of foreign currency remeasurement recognized in the Consolidated Statements of Operations within “Other, net” was a gain of $ 8.8 million, a loss of $ 0.4 million and a loss of $ 1.0 million, respectively.
+Added: The amount recognized for the year ended December 31, 2024 includes an adjustment related to our net investment hedges further described in Note 10 - Derivative Financial Instruments to these Consolidated Financial Statements.
+Added: For the years ended December 31, 2024, 2023 and 2022, the amount of foreign currency translation recognized in the Consolidated Statements of Comprehensive (Loss) Income within “Unrealized net loss on foreign currency” was a loss of $ 14.4 million, a loss of $ 4.9 million and a loss of $ 23.5 million, respectively.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities.
−Removed: Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation plant maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others.
−Removed: 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.
−Removed: The activities associated with Project Orion are expected to be substantially complete within three years.
−Removed: Since inception, the Company has incurred $ 61.8 million of implementation costs related to Project Orion of which $ 43.9 million has been deferred within “Other Assets” on the Consolidated Balance sheet and $ 13.9 million and $ 3.9 million were recognized within Acquisition, cyber incident, and other, net for the years ended December 31, 2023 and 2022 respectively.
+Added: Notes to Consolidated Financial Statements
+Added: Loss on Debt Extinguishment
+Added: During the year ended December 31, 2024, the Company purchased the 11 facilities in the Company’s lease portfolio that were previously accounted for as failed sale-leaseback financing obligations.
+Added: Total cash outflows related to these purchases of $ 191.0 million are included within “Termination of sale-leaseback financing obligations” on the Consolidated Statements of Cash Flows for the year ended December 31, 2024.
+Added: These purchases resulted in the recognition of a $ 115.1 million loss on debt extinguishment during the year ended December 31, 2024.
+Added: These amounts are recognized within “Loss on debt extinguishment, modifications and termination of derivative instruments” on the Consolidated Statements of Operations.
+Added: Refer to No te 11 - Sale - L easeback s of Real Es tate for further details.
Summary of Significant Accounting Policies
1 unchanged sentence
The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S.
−Removed: The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
−Removed: 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.
+Added: In the opinion of management, the Consolidated Financial Statements reflect all adjustments considered necessary for a fair presentation.
+Added: Significant adjustments which are not considered normal or recurring in nature have been disclosed within Note 8 - Acquisition, Cyber Incident and Other to these Consolidated Financial Statements.
+Added: The accompanying 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.
+Added: 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
3 unchanged sentences
Reclassifications
−Removed: As further described in Note 3-Business Combinations and Asset Acquisitions to the Consolidated Financial Statements, the Comfrio business met the held for sale criteria upon acquisition and as such is presented as discontinued operations.
+Added: As further described in Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations to these Consolidated Financial Statements, the Comfrio business met the held for sale criteria upon acquisition in 2023 and as such is presented as discontinued operations.
Newly acquired businesses that meet the held for sale criteria, at the acquisition date, are classified as discontinued operations.
The Company has reclassified financial results associated with the Comfrio business as discontinued operations for all periods presented.
−Removed: The Company successfully sold the Comfrio business in August of 2023 and the related gain on sale has been classified within discontinued operations on the Consolidated Statement of Operations.
−Removed: In conjunction with the sale, the Company also removed the related assets and liabilities of the business previously classified as assets and liabilities held for sale.
−Removed: The Company reclassified Interest income, Gain on sale of partially owned entities, and Foreign currency exchange loss, net into other, net for all periods presented on the Consolidated Statement of Operations herein.
−Removed: Lastly, the Consolidated Statement of Cash Flows includes includes various reclassifications, all within cash provided by operating activities, to conform current and prior period presentation.
+Added: The Company successfully sold the Comfrio business in August of 2023 and the related gain on sale has been classified within discontinued operations on the Consolidated Statements of Operations.
+Added: During the year ended December 31, 2023, the Company reclassified Interest income, Gain on sale of partially owned entities, and Foreign currency exchange loss, net into “Other, net ” for all periods presented on the Consolidated Statements of Operations herein.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
+Added: The Consolidated Statements of Cash Flows includes various reclassifications, all within cash provided by operating activities, to conform current and prior period presentation.
+Added: During the year ended December 31, 2024, the Company reclassified Multi-employer pension plan withdrawal liability and Pension and postretirement benefit liabilities into “Other liabilities” and updated our presentation to show “Operating leases - net” and “Financing leases - net” on a net basis (instead of gross and accumulated amortization/depreciation) on the Consolidated Balance Sheets for all periods presented.
Significant Risks and Uncertainties
−Removed: The Company was negatively impacted by the COVID-19 pandemic during the years ended December 31, 2022, and 2021 by way of (i) the food supply chain;
+Added: The Company was negatively impacted by the COVID-19 pandemic during the year ended December 31, 2022 by way of (i) the food supply chain;
(ii) our customers’ production of goods;
1 unchanged sentence
and (iv) the impact of inflation on the cost to provide our services.
−Removed: Over the last twelve months, the food supply chain has shown gradual improvements, although inflation continues to persist.
+Added: Since then, the food supply chain has shown gradual improvements, although inflation continues to persist.
The Company has mitigated the impacts of such challenges by implementing contractual rate escalations which, in part, offsets the impact of inflationary pressures and costs.
Our business was also impacted by inflation and interest rate increases during the second half of 2022 and throughout 2023.
−Removed: We believe we are positioned to address continued inflationary pressure as it arises through our ability to increase pricing with our customers.
−Removed: Refer to I tem 1A - Risk Factors for a detailed discussion of other risk and uncertainties.
Property, Buildings and Equipment
7 unchanged sentences
When non-real estate assets are sold or otherwise disposed of, the cost and related accumulated depreciation are removed, and any resulting gain or loss is included in “Other, net” on the accompanying Consolidated Statements of Operations.
−Removed: Gains or losses from the sale of real estate assets are reported within “(Gain) loss on sale of real estate” in the accompanying Consolidated Statement of Operations as a component of operating expenses.
+Added: Gains or losses from the sale of real estate assets are reported within “Net (gain) loss from sale of real estate” in the accompanying Consolidated Statements of Operations.
+Added: For the years ended December 31, 2024, 2023 and 2022, the Company recorded a loss of $ 0.1 million, $ 4.0 million and $ 3.6 million, respectively, for the sale of non-real estate assets and real estate related asset disposals, and a gain of $ 3.5 million, a gain of $ 2.3 million and a loss of $ 5.7 million, respectively, from the sale of real estate assets.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Impairment of Long-Lived Assets
−Removed: The Company reviews its long-lived assets for impairment when events or changes in circumstances (such as decreases in operating income and declines in occupancy) indicate that the carrying amounts may not be recoverable.
+Added: The Company reviews its long-lived assets for impairment when events or changes in circumstances (such as decreases in operating income, sustained declines in current and future occupancy trends or changes in the Company’s plan to use assets) indicate that the carrying amounts may not be recoverable.
A comparison is made of the expected future operating cash flows of the long-lived assets on an undiscounted basis to their carrying amounts.
1 unchanged sentence
The Company determined that individual warehouse properties constitute the lowest level of independent cash flows for purposes of considering possible impairment.
−Removed: For the years ended December 31, 2023, 2022 and 2021, the Company recorded long-lived asset impairment charges of $ 236.5 million, $ 7.4 million and $ 3.3 million, respectively, within “Impairment of indefinite and long-lived assets” on the accompanying Consolidated Statements of Operations.
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: For the years ended December 31, 2024 and 2022, the Company recorded long-lived asset impairment charges, other than impairments of customer relationships which are discussed in the Identifiable Intangible Assets section, of $ 21.0 million and $ 4.2 million, respectively, within “Impairment of indefinite and long-lived assets” on the accompanying Consolidated Statements of Operations.
+Added: With the exception of goodwill impairment charges, the Company did not recognize any other impairment charges associated with long lived assets during the year ended December 31, 2023.
+Added: The impairment charges recognized during the years ended December 31, 2024 and 2022 were associated with the anticipated exit of certain warehouse and transportation related operations.
Capitalization of Costs
12 unchanged sentences
At the inception of a contract, we determine if the contract is or contains a lease.
−Removed: Leases are classified as either financing or operating based upon criteria within ASC 842, Leases , and a right-of-use (“ROU”) asset and liability are established for leases with an initial term greater than 12 months.
+Added: Leases are classified as either financing or operating based upon criteria within Accounting Standards Codification (“ASC”) 842, Leases , and a
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: right-of-use (“ROU”) asset and liability are established for leases with an initial term greater than 12 months.
Leases with an initial term of 12 months or less, and not expected to renew beyond 12 months, are not recorded on the balance sheet.
6 unchanged sentences
Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement.
−Removed: We generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.
−Removed: Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
+Added: We generally determine our incremental borrowing rate based on the estimated rate of interest for a collateralized borrowing over a similar term of the lease payments at commencement date.
+Added: For all asset classes, we have elected to not separate the lease and non-lease components, which are generally limited to taxes and common area maintenance.
+Added: Our lease terms may include options to extend the lease when it is reasonably certain that we will exercise such options.
The depreciable lives of assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
Depreciation expense on assets acquired under financing leases is included in “Depreciation and amortization” on the accompanying Consolidated Statements of Operations.
−Removed: Amortization of leased assets classified as “Operating lease right-of-use assets ” on the accompanying Consolidated Balance Sheets is included within cost of operations for the respective segment the asset pertains to, or within “Selling, general, and administrative” for corporate assets on the accompanying Consolidated Statements of Operations.
+Added: Amortization of leased assets classified as “Operating leases - net ” on the accompanying Consolidated Balance Sheets is included within cost of operations for the respective segment the asset pertains to, or within “Selling, general, and administrative” for corporate assets on the accompanying Consolidated Statements of Operations.
As with other long-lived assets, ROU assets are reviewed for impairment when events or change in circumstances indicate the carrying value may not be recoverable.
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
In reference to certain temperature-controlled warehouses where the Company is the lessee in an acquired business, below-market and above-market leases are amortized on a straight-line basis over the remaining lease terms in a manner that adjusts lease expense to the market rate in effect as of the acquisition date.
−Removed: Operating leases are included in “Operating lease right-of-use assets”, “Accounts payable and accrued expenses” and “Operating lease obligations” on our Consolidated Balance Sheets.
−Removed: Financing lease assets are included in “Financing leases – net”, “Accounts payable and accrued expenses” and “Financing lease obligations ” on our Consolidated Balance Sheets.
+Added: Operating leases are included in “Operating leases - net” and “Operating lease obligations” on our Consolidated Balance Sheets.
+Added: Financing lease assets are included in “Financing leases - net” and “Financing lease obligations” on our Consolidated Balance Sheets
Arrangements wherein we are the lessor:
5 unchanged sentences
For operating leases wherein we are the lessor, we assess the probability of payments at commencement of the lease contract and subsequently recognize lease income, including variable payments based on an index or rate, over the lease term on a straight-line basis, as a component of “Rent, storage, and warehouse services”.
−Removed: We continue to measure and disclose the underlying assets subject to operating leases based on our policies for application of ASC 360, Property, Plant and Equipment .
−Removed: For all asset classes we have elected to not separate the lease and non-lease components which generally relate to taxes and common area maintenance.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: continue to measure and disclose the underlying assets subject to operating leases based on our policies for application of ASC 360, Property, Plant and Equipment .
+Added: For all asset classes, we have elected to not separate the lease and non-lease components, which are generally limited to taxes and common area maintenance.
Additionally, we elected a practical expedient to present all funds collected from lessees for sales and other similar taxes net of the related sales tax expense.
9 unchanged sentences
Significant estimates, although not necessarily highly subjective or complex, used in valuing intangible assets acquired in a business combination include, but are not limited to, revenue growth rates, customer attrition rates, operating costs, capital expenditures, tax rates and long-term growth rates.
−Removed: For buildings, we used a combination
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: of methods including the cost approach to value buildings and the sales comparison approach to value the underlying land.
+Added: For buildings, we used a combination of methods including the cost approach to value buildings and the sales comparison approach to value the underlying land.
Significant estimates used in valuing buildings and improvements acquired in a business combination include, but are not limited, to estimates of indirect costs and entrepreneurial profit, which were added to the replacement cost of the acquired assets in order to estimate their fair value in the market.
−Removed: Significant estimates use in valuing the land include but are not limited to estimating the price per acre of comparable market transactions.
+Added: Significant estimates used in valuing the land, include but are not limited to, estimating the price per acre of comparable market transactions.
Identifiable Intangible Assets
3 unchanged sentences
There were no impairments to the Company’s trade name for the years ended December 31, 2024, 2023 and 2022.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Customer relationship assets are the Company’s largest finite-lived assets and are amortized over 18 to 40 years using the straight-line method, which reflects the pattern in which economic benefits of intangible assets are expected to be realized by the Company.
−Removed: Customer relationship amortization expense for the years ended December 31, 2023, 2022 and 2021 was $ 36.9 million, $ 35.7 million and $ 34.2 million, respectively.
+Added: Total intangible assets amortization expense for the years ended December 31, 2024, 2023 and 2022 was $ 36.4 million, $ 36.9 million and $ 35.7 million, respectively.
The Company reviews these intangible assets for impairment when circumstances indicate the carrying amount may not be recoverable.
+Added: For the year ended December 31, 2024, the Company recorded customer relationship asset impairment charges of $ 12.1 million within “Impairment of indefinite and long-lived assets” on the accompanying Consolidated Statements of Operations.
+Added: The customer relationship impairment charges recognized during the year ended December 31, 2024 are associated with the anticipated exit of certain warehouse and transportation related operations.
There were no impairments to customer relationship assets for the years ended December 31, 2023 and 2022.
−Removed: Additional details regarding the remaining intangibles balances, which are not significant to the Company's overall policy, can be found in N ote 5 - Goodwill and Intangible Assets .
+Added: Additional details regarding the remaining intangibles balances, which are not significant to the Company's overall policy, can be found in Note 5 - Goodwill and Intangible Assets .
Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in connection with business combinations.
5 unchanged sentences
Otherwise, we perform a quantitative impairment test.
+Added: Alternatively, the Company may elect to proceed directly to the quantitative impairment test.
When quantitatively evaluating whether goodwill of a reporting unit is impaired, the Company compares the fair value of its reporting units to its carrying amounts, including goodwill.
The assumptions used in the quantitative impairment test are estimates and use Level 3 inputs.
−Removed: The Company estimates the fair value of its reporting units
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: using a methodology, or combination of methodologies, including a discounted cash flow analysis and/or a market-based valuation.
+Added: The Company estimates the fair value of its reporting units using a methodology, or combination of methodologies, including a discounted cash flow analysis and/or a market-based valuation.
The estimates of future cash flows are subject, but not limited to the following inputs and assumptions:
−Removed: revenue growth rates, operating costs and margins, capital expenditures, tax rates, long-term growth rate, macro economic conditions, and discount rates, which are affected by expectations about future market and economic conditions.
+Added: revenue growth rates, operating costs and margins, capital expenditures, tax rates, long-term growth rate, and discount rates, which are affected by expectations about future market and economic conditions.
The assumptions and inputs are based on risk-adjusted growth rates and discount factors accommodating multiple viewpoints that consider the full range of variability contemplated in the current and potential future economic situations.
3 unchanged sentences
As of October 1, 2024, our reporting units which had a goodwill balance included the following:
−Removed: North America warehouse, North America transportation, Europe warehouse and Asia-Pacific warehouse.
+Added: North America warehouse, North America transportation, and Asia-Pacific warehouse.
+Added: The results of our 2024 impairment test for our reporting units indicated that the estimated fair value of each of
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: our reporting units was in excess of the corresponding carrying amount as of October 1, and no impairment of goodwill existed.
+Added: Goodwill Impairment in Prior Years
As of October 1, 2023, as a result of its annual evaluation, the Company determined its goodwill within the Europe warehouse reporting unit, a component of the warehouse operating segment, was fully impaired.
Accordingly, the Company recognized a goodwill impairment loss of $ 236.5 million within “Impairment of indefinite and long-lived assets” in the Consolidated Statements of Operations during the year ended December 31, 2023.
−Removed: Factors that led to this conclusion include i) the impact of historic and sustained increases in inflation and interest rates on the reporting unit’s weighted average costs of capital which was beyond the Company’s control, ii) inability to achieve local operating results at historical underwritten values, and iii) increased tax rates applicable in the related European jurisdictions.
−Removed: The Company engaged the assistance of a third-party valuation firm to perform the goodwill quantitative impairment test, which entailed an assessment of the Europe Warehouse reporting unit’s fair value relative to the carrying value that was derived using the income approach.
−Removed: The assumptions used in the quantitative impairment test are estimates and use Level 3 inputs.
−Removed: The estimation of the net present value of future cash flows is based upon varying economic assumptions, including assumptions such as revenue growth rates, operating costs and margins, capital expenditures, tax rates, long-term growth rates and discount rates.
−Removed: Of these assumptions, the discount rates are the most subjective and/or complex.
−Removed: These assumptions are based on risk-adjusted discount factors accommodating viewpoints that consider the full range of variability contemplated in the current and potential future economic situations.
+Added: Factors that led to this conclusion included i) the impact of historic and sustained increases in inflation and interest rates on the reporting unit’s weighted average costs of capital which was beyond the Company’s control, ii) inability to achieve local operating results at historical underwritten values, and iii) increased tax rates applicable in the related European jurisdictions.
+Added: The Company engaged the assistance of a third-party valuation firm to perform the goodwill quantitative impairment test, which included an assessment of the Europe Warehouse reporting unit’s fair value relative to the carrying value that was derived using the income approach.
+Added: The assumptions used in the quantitative impairment test were estimates and used Level 3 inputs.
+Added: The estimation of the net present value of future cash flows was based upon varying economic assumptions, including assumptions such as revenue growth rates, operating costs and margins, capital expenditures, tax rates, long-term growth rates and discount rates.
+Added: Of these assumptions, the discount rates were the most subjective and/or complex.
+Added: These assumptions were based on risk-adjusted discount factors accommodating viewpoints that consider the full range of variability contemplated in the current and potential future economic situations.
There is no remaining goodwill related to the Europe warehouse reporting unit following this impairment.
−Removed: The results of our 2023 impairment test for our reporting units other than Europe warehouse indicated that the estimated fair value of each of our reporting units was in excess of the corresponding carrying amount as of October 1, and no impairment of goodwill existed.
In 2022, the Company strategically shifted its focus to the core warehouse portfolio, terminating and winding down business with one of the largest customers in the North America third-party managed reporting unit resulting in a goodwill impairment charge of $ 3.2 million.
−Removed: There is no remaining goodwill related to the North America third-party managed reporting unit following this impairment, as the remaining business is immaterial.
−Removed: Historically, our reporting units have generated sufficient returns to recover the value of goodwill.
+Added: There is no remaining goodwill related to the North America third-party managed reporting unit following this impairment, as the remaining business was immaterial.
Cash, Cash Equivalents and Restricted Cash
1 unchanged sentence
Restricted cash relates to cash on deposit and cash restricted for the payment of certain cash on deposit for certain workers’ compensation programs and cash collateralization of certain rental and performance bonds.
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
Accounts Receivable
1 unchanged sentence
The Company periodically evaluates the collectability of amounts due from customers and maintains an allowance for doubtful accounts for estimated amounts uncollectible from customers.
−Removed: Management exercises judgment in establishing these allowances and considers the balance outstanding, payment history, and current credit status in developing these estimates.
+Added: Management exercises judgment in establishing these allowances and considers the balance outstanding, payment history, expectations of any future losses over the contractual life, and current credit status in developing these estimates.
Specific accounts are written off against the allowance when management determines the account is uncollectible.
−Removed: The following table provides a summary of activity of the allowance for doubtful accounts (in thousands):
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: The following table provides a summary of activity of the allowance for doubtful accounts:
Balance at beginning of year Change in reserve due to the provision Change in reserve due to the interest adjustment Amounts written off, net of recoveries Balance at end of year
+Added: (In thousands)
Year ended December 31, 2024
6 unchanged sentences
The Company amortizes such costs based on the effective interest rate or on a straight-line basis, if the difference between the two methods is considered otherwise immaterial.
−Removed: Deferred financing costs related to revolving line of credit are classified as Other assets, whereas deferred financing costs related to debt are offset against the related principal balance, as applicable in the accompanying Consolidated Balance Sheets.
+Added: Deferred financing costs related to revolving lines of credit are classified as Other assets, whereas deferred financing costs related to debt are offset against the related principal balances in the accompanying Consolidated Balance Sheets.
Variable Interest Entities (“VIEs”)
We are party to VIEs that are immaterial to our Consolidated Financial Statements.
−Removed: During 2022, we recognized a gain of $ 3.4 million within “ Other, net ” on the Consolidated Statement of Operations upon extinguishment of New Market Tax Credit (“NMTC”) agreements which were dissolved immediately following the conclusion of the seven-year compliance period during which the tax credits were recognized.
+Added: During 2022, we recognized a gain of $ 3.4 million within “Other, net” on the Consolidated Statements of Operations upon extinguishment of New Market Tax Credit (“NMTC”) agreements which were dissolved immediately following the conclusion of the seven-year compliance period during which the tax credits were recognized.
Revenue Recognition
−Removed: Revenues for the Company include rent, storage and warehouse services (collectively, Warehouse Revenue), transportation services (Transportation Revenue) and third-party managed services for locations or logistics services managed on behalf of customers (Third-Party Managed Revenue).
−Removed: The Company made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (e.g., sales, use, value added, some excise taxes).
−Removed: Warehouse Revenue
+Added: Revenues for the Company include rent, storage and warehouse services (collectively, Warehouse Revenues), transportation services (Transportation Revenues) and third-party managed services for locations or logistics services managed on behalf of customers (Third-Party Managed Revenues).
+Added: The Company made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer (e.g., sales, use, value added and some excise taxes).
+Added: Warehouse Revenues
The Company’s customer arrangements generally include rent, storage and service elements that are priced separately.
Revenues from storage and handling are recognized over the period consistent with the transfer of the service to the customer.
+Added: Revenues from warehouse services are recognized at the point in time the services are performed.
Multiple contracts with a single counterparty are accounted for as separate arrangements.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: Transportation Revenue
−Removed: The Company records transportation revenue and expenses upon delivery of the product.
+Added: Notes to Consolidated Financial Statements
+Added: Transportation Revenues
+Added: The Company records transportation revenues and expenses upon delivery of the product.
Since the Company is the principal in the arrangement of transportation services for its customers, revenues and expenses are presented on a gross basis.
−Removed: Third-Party Managed Revenue
+Added: Third-Party Managed Revenues
The Company provides management services for which the contract compensation arrangement includes:
reimbursement of operating costs, management fees, and contingent performance-based fees (Managed Services).
−Removed: Managed Services fixed fees are recognized as revenue as the management services are performed ratably over the service period.
+Added: Managed Services fixed fees are recognized as revenues as the management services are performed ratably over the service period.
Managed Services performance-based fees are recognized ratably over the service period based on the likelihood of achieving performance targets.
−Removed: Cost reimbursements related to Managed Services arrangements are recognized as revenue as the services are performed and costs are incurred.
+Added: Cost reimbursements related to Managed Services arrangements are recognized as revenues as the services are performed and costs are incurred.
Managed Services fees and related cost reimbursements are presented on a gross basis as the Company is the principal in the arrangement.
Multiple contracts with a single counterparty are accounted for as separate arrangements.
−Removed: Contracts with Multiple Service Lines
−Removed: When considering contracts containing more than one service to a customer, a contract’s transaction price is pre-defined or allocated to each distinct performance obligation and recognized as revenue when, or as the performance obligation is satisfied, either over time as work progresses, or at a point in time.
−Removed: For contracts with multiple service lines or distinct performance obligations, the Company evaluates and allocates the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract.
−Removed: The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which the Company forecasts expected costs of satisfying a performance obligation and then adds an appropriate margin for that distinct good or service.
The Company operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856-860 of the Code.
9 unchanged sentences
federal income tax purposes) accumulated (or acquired from another entity) from any taxable year in which the Company (or any other entity that converts to a Qualified REIT Subsidiary (QRS) that was acquired during the year) was not a REIT or a QRS, the Company will take all necessary steps to permit the Company to avoid the loss of its REIT status, including, but not limited to:
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: the 90-day period beginning on the date of the determination, making one or more qualified designated distributions (within the meaning of the Section 852(e)(2)) of the Code in an amount not less than such undistributed earnings and profits over the interest payable under section 852(e)(3) of the Code;
+Added: 1) within the 90-day period beginning on the date of the determination, making one or more qualified designated distributions (within the meaning of the Section 852(e)(2)) of the Code in an amount not less than such undistributed earnings and profits over the interest payable under section 852(e)(3) of the Code;
and 2) timely paying to the IRS the interest payable under Section 852(e)(3) of the Code resulting from such a determination.
3 unchanged sentences
federal income and excise taxes on undistributed taxable income and on certain built-in gains.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
The Company has elected TRS status for certain wholly-owned subsidiaries.
27 unchanged sentences
Negative evidence includes the existence of losses in recent years.
−Removed: Positive evidence includes the
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: forecast of future taxable income by jurisdiction, tax-planning strategies that would result in the realization of deferred tax assets, reversal of existing deferred tax liabilities, and the presence of taxable income in prior carryback years.
+Added: Positive evidence includes the forecast of future taxable income by jurisdiction, tax-planning strategies that would result in the realization of deferred tax assets, reversal of existing deferred tax liabilities, and the presence of taxable income in prior carryback years.
The underlying assumptions we use in forecasting future taxable income require significant judgment and take into account our recent performance.
The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which temporary differences are deductible or creditable.
−Removed: The Company accrues liabilities when it believes that it is more likely than not that it will not realize the benefits of tax positions that it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with ASC 740-10, Uncertain Tax Positions .
+Added: The Company accrues liabilities when it believes that it is more likely than not that it will not realize the benefits of tax positions that it has taken in its tax returns or for the amount of any tax benefit that exceeds the cumulative
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: probability threshold in accordance with ASC 740-10, Uncertain Tax Positions .
The Company recognizes interest and penalties related to unrecognized tax benefits within “Income tax (expense) benefit” in the accompanying Consolidated Statements of Operations.
3 unchanged sentences
however, countries must individually enact Pillar 2 which may result in variation in the application of the model rules and timelines.
−Removed: We are still evaluating the potential consequences of Pillar 2 on our longer-term financial position but we do not expect a material impact in 2024.
+Added: There was no material impact to our Consolidated Financial Statements from this Pillar Two provision during the year ended December 31, 2024.
+Added: We will continue to monitor both U.S.
+Added: and international legislative developments related to Pillar Two to assess for any potential impacts.
Pension and Post-Retirement Benefits
4 unchanged sentences
Contributions to multi-employer union defined benefit pension plans are expensed as incurred, as are the Company’s contributions to the defined contribution plans.
−Removed: For the defined benefit pension plans and the post-retirement benefit plan, an asset or a liability is recorded in the consolidated balance sheet equal to the funded status of the plan, which represents the difference between the fair value of the plan assets and the projected benefit obligation at the consolidated balance sheet date.
−Removed: The Company utilizes the services of a third-party actuary to assist in the assessment of the fair value of the plan assets and the projected benefit obligation at each measurement date.
+Added: For the defined benefit pension plans and the post-retirement benefit plan, an asset or a liability is recorded in the Consolidated Balance Sheets equal to the funded status of the plan, which represents the difference between the fair value of the plan assets and the projected benefit obligation at the consolidated balance sheet date.
+Added: The Company utilizes the services of a third-party actuary to assist in the assessment of the projected benefit obligation at each measurement date.
Certain changes in the value of plan assets and the projected benefit obligation are not recognized immediately in earnings but instead are deferred and recorded in “Adjustment to accrued pension liability” in the accompanying Consolidated Statements of Comprehensive (Loss) Income and amortized to earnings in future periods.
Foreign Currency Gains and Losses
−Removed: The local currency is the functional currency for the Company’s operations in Australia, Canada, Chile, New Zealand, Argentina, Poland and Eurozone countries.
+Added: The local currency is the functional currency for the Company’s operations in Australia, Canada, Chile, New Zealand, Argentina, Poland, United Kingdom, and Eurozone countries.
For these operations, assets and liabilities are translated at the rates of exchange on the consolidated balance sheet date, while income and expense items are translated at average rates of exchange during the period.
The resulting gains or losses arising from the translation of accounts from the functional currency into U.S.
−Removed: dollars are included as a separate component of equity in accumulated other comprehensive income (loss) until a partial or complete liquidation of the Company’s net investment in the foreign operation.
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: dollars are included as a separate component of equity in “Accumulated other comprehensive loss” until a partial or complete liquidation of the Company’s net investment in the foreign operation.
From time to time, the Company’s foreign operations may enter into transactions that are denominated in a currency other than their functional currency.
2 unchanged sentences
Any adjustment required to remeasure a transaction to the equivalent amount of functional currency is recorded within “Other, net” in the accompanying Consolidated Statements of Operations.
−Removed: Foreign currency transaction gains and losses on the remeasurement of short-term intercompany loans denominated in currencies other than a subsidiary’s functional currency are recognized as a component of “Foreign currency exchange loss” within “Other, net” in the accompanying Consolidated Statements of Operations, except to the extent that the transaction is effectively hedged.
−Removed: For loans that are effectively hedged, the transaction gains and losses on remeasurement are recorded to “Accumulated other comprehensive income (loss)”.
−Removed: Refer to Note 10 -Derivatives for further details.
−Removed: Foreign currency transaction gains and losses resulting from the remeasurement of long-term intercompany loans denominated in currencies other than a subsidiary’s functional currency are recorded in “Change in unrealized net loss on foreign currency” on the accompanying Consolidated Statements of Comprehensive (Loss) Income.
+Added: Foreign currency transaction gains and losses on the remeasurement of short-term intercompany loans denominated in currencies other than a subsidiary’s functional currency are recognized as a component of
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: “Foreign currency exchange (gain) loss” within “Other, net” in the accompanying Consolidated Statements of Operations, except to the extent that the transaction is effectively hedged.
+Added: For loans that are effectively hedged, the transaction gains and losses on remeasurement are recorded to Unrealized net loss on foreign currency in the accompanying Consolidated Statements of Comprehensive (Loss) Income.
+Added: Refer to Note 10 - Derivative Financial Instruments for further details.
+Added: Foreign currency transaction gains and losses resulting from the remeasurement of long-term intercompany loans denominated in currencies other than a subsidiary’s functional currency are recorded in “Unrealized net gain (loss) on foreign currency” on the accompanying Consolidated Statements of Comprehensive (Loss) Income.
Certain foreign denominated debt instruments have been designated as a hedge of our net investment in the international subsidiaries which were funded.
−Removed: The remeasurement of these instruments is recorded in “Change in unrealized net loss on foreign currency” on the accompanying Consolidated Statements of Comprehensive (Loss) Income.
−Removed: Refer to Note 10 -Derivatives for further details.
+Added: The remeasurement of these instruments is recorded in “Unrealized net gain (loss) on foreign currency” on the accompanying Consolidated Statements of Comprehensive (Loss) Income.
+Added: Refer to Note 10 - Derivative Financial Instruments for further details.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Recent Accounting Pronouncements
+Added: In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No.
+Added: 2024-03, Income Statement –Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses.
+Added: This ASU requires an entity to disclose the amounts of employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.
+Added: It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure.
+Added: Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.
+Added: The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.
+Added: An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.
+Added: We are currently evaluating when we will adopt the ASU and the impacted on our Consolidated Financial Statements and the related footnote disclosures.
+Added: 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.
+Added: In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges.
+Added: 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.
+Added: Prior to the stay, the new rules would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosure which would have been effective for annual periods beginning January 1, 2026.
+Added: 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):
2 unchanged sentences
ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: The Company is currently evaluating the impact of this standard on our disclosures.
+Added: The Company is currently evaluating the impact of this standard on our disclosures for 2025.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):
−Removed: 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.
−Removed: 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.
−Removed: Early adoption is permitted.
−Removed: The Company is currently evaluating the impact of this standard on our disclosures.
+Added: Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company's annual and interim Consolidated and or Condensed Consolidated Financial Statements.
+Added: We adopted this standard effective January 1, 2024 for annual reporting and applied the disclosure requirements retrospectively to all prior periods presented in Note 20 - Segment Information of this Annual Report on Form 10-K.
+Added: The adoption of ASU 2023-07 did not have a material impact on our financial position or results of operations.
+Added: Refer to Note 20 - Segment Information for details of changes made to our Form 10-K herein.
All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: Business Combinations and Asset Acquisitions
+Added: Notes to Consolidated Financial Statements
+Added: Business Combinations, Asset Acquisitions and Discontinued Operations
Acquisitions Completed During 2023
Acquisition of Safeway
−Removed: On October 5, 2023, the Company completed the acquisition of Safeway, which is a temperature-controlled warehouse located in Southern New Jersey for total consideration of approximately $ 24.0 million.
+Added: On October 5, 2023, the Company completed the acquisition of Safeway, which is a temperature-controlled warehouse located in Southern New Jersey for total consideration of $ 24.0 million.
New Jersey is a strategic market for Americold where we own 15 facilities, and this acquisition complements the Company’s existing portfolio in this market.
This transaction was accounted for as an asset acquisition.
−Removed: The Company allocated the consideration or cost of the asset acquisition based on the relative fair values of the assets acquired and liabilities assumed.
−Removed: The relative fair values were estimated using the principles of ASC 805 and ASC 820.
−Removed: We allocated the cost of the acquisition as follows:
−Removed: Land ($ 4.4 million), building and improvements ($ 13.0 million), machinery and equipment ($ 5.2 million), cash ($ 1.0 million), accounts receivable ($ 0.7 million) and other assets ($ 0.5 million).
+Added: The Company allocated the consideration or cost of the asset acquisition based on the relative fair values of the assets acquired and liabilities assumed using the principles of ASC 805 and ASC 820, including $ 4.4 million of land, $ 13.0 million of building and improvements, $ 5.2 million of machinery and equipment, $ 1.0 million of cash, $ 0.7 million of accounts receivable, and $ 0.5 million of other assets.
As this transaction was accounted for as an asset acquisition, no goodwill was recorded.
15 unchanged sentences
Given the financial condition of the acquiree, the Company remeasured its interest and determined no gain or loss should be recognized upon the closing of the acquisition.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
The final asset and liability fair values associated with the acquisition were each $ 87.0 million, including measurement period adjustments recorded during the year ended December 31, 2023.
6 unchanged sentences
The corresponding proceeds and gain related to the sale were insignificant.
−Removed: The primary components of the loss from discontinued operations during the year ended December 31, 2023, 2022, and 2021 are included in the table below.
−Removed: As of December 31,
−Removed: (In Thousands) 2023 2022 2021
−Removed: Results of discontinued operations
−Removed: Revenue $ 29,471 $ — $ —
+Added: The primary components of the loss from discontinued operations for the years ended December 31, 2023 and 2022 are included in the table below.
+Added: There were no discontinued operations during the year ended December 31, 2024.
+Added: Years Ended December 31,
+Added: Results of discontinued operations (In thousands)
+Added: Revenues $ 29,471 $ —
Operating expenses 32,088 —
4 unchanged sentences
Income tax expense ( 191 ) —
−Removed: Loss - discontinued operations, net of tax $ ( 10,453 ) $ ( 8,382 ) $ ( 1,281 )
+Added: Loss from discontinued operations, net of tax
+Added: $ ( 10,453 ) $ ( 8,382 )
During the fourth quarter of 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio borrowed $ 25.0 million from Americold (of which $ 15.0 million was borrowed during the first quarter of 2023) at a 10 % annual fixed interest rate.
During the year ended December 31, 2023, the Company fully impaired the outstanding balance, which was recorded in “Impairment of related party loan receivable” on the Consolidated Statements of Operations.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
Acquisition Completed During 2022
+Added: Acquisition of De Bruyn Cold Storage
On July 1, 2022, the Company completed the acquisition of De Bruyn Cold Storage (“De Bruyn”) which operates a single facility located in Tasmania, Australia for total consideration of A$ 23.5 million, or $ 16.0 million, based on the exchange rate between the AUD and USD on the closing date of the transaction.
1 unchanged sentence
The finalized fair values of the assets acquired, liabilities assumed and the related acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management, including information from prior valuations of similar entities and the books and records of De Bruyn.
−Removed: The acquisition accounting was finalized during the year ended 2023, and there were no material measurement period adjustments during the year ended December 31, 2023.
We have included the financial results of the acquired operations in our Warehouse segment since the date of the acquisition.
−Removed: Investments in Partially Owned Entities
−Removed: As of December 31, 2023 and December 31, 2022, our investments in partially owned entities accounted for under the equity method of accounting presented in our Consolidated Balance Sheets consists of the following (in thousands):
−Removed: Joint Venture Location % Ownership 2023 December 31, 2023 % Ownership 2022 December 31, 2022
−Removed: Superfrio Brazil 14.99 % $ 32,350 14.99 % $ 30,445
−Removed: RSA Dubai 49.00 % 4,073 — % —
−Removed: Comfrio Brazil — % — 22.12 % 1,435
−Removed: LATAM Chile — % — 15.00 % 36,943
+Added: Investments in and Advances to Partially Owned Entities
+Added: As of December 31, 2024 and 2023, our investments in partially owned entities accounted for under the equity method of accounting and advances to these entities under established loan agreements consist of the following:
+Added: As of December 31,
+Added: Joint Venture Location % Ownership 2024 2023
+Added: (In thousands)
+Added: Investment in SuperFrio Brazil 14.99 % $ 22,498 $ 32,350
+Added: Investment in RSA Dubai 49 % 5,296 4,073
+Added: Advances to RSA, including accrued interest
+Added: Total investment in and advances to RSA 17,754 5,763
+Added: Total investments in and advances to partially owned entities
$ 40,252 $ 38,113
1 unchanged sentence
SuperFrio Joint Venture
−Removed: SuperFrio is a Brazilian-based company that provides temperature-controlled storage and logistics services including storage, warehouse services, and transportation.
During 2020, the Company purchased a 14.99 % equity interest in a joint venture with SuperFrio Armazéns Gerais S.A.
(“SuperFrio”) for Brazil reals of R$ 117.8 million .
−Removed: Including certain transaction costs, the Company recorded an initial investment of USD $ 25.7 million in the joint venture.
+Added: Including certain transaction costs, the Company recorded an initial investment of USD $ 25.7 million in this joint venture.
+Added: SuperFrio is a Brazilian-based company that provides temperature-controlled storage and logistics services including storage, warehouse services, and transportation.
During 2021, the Company contributed an aggregate R$ 40.7 million, or USD $ 7.6 million, in capital to the SuperFrio joint venture.
The capital calls from SuperFrio were issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged.
−Removed: There were no material amounts contributed to the SuperFrio JV during 2023 and 2022, and no further contributions are expected at this time.
+Added: There were no material
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
+Added: amounts contributed to the SuperFrio joint venture during 2024, 2023 and 2022 , and no further contributions are expected at this time.
+Added: The Company’s investment in the SuperFrio joint venture is carried in Brazil reals;
+Added: changes in the investment balance, other than capital contributions, are attributable to the Company’s share of the joint venture’s earnings and losses, as well as foreign currency translation adjustments.
RSA Joint Venture
−Removed: On February 28, 2023, the Company purchased a 49 % equity interest in a newly formed entity, the RSA JV, in a transaction that is accounted for as a joint venture.
−Removed: In exchange for our equity interest, the Company paid $ 4.0 million in total.
−Removed: RSA Cold Holdings Limited contributed their Dubai cold storage business, which consists of a single cold storage warehouse, in exchange for the remaining 51 % equity interest in the joint venture.
−Removed: As a result of this transaction, we recognized our subsidiary’s 49 % equity investment in the RSA JV at its estimated fair value of $ 4.0 million within “ Investments in and advances to partially owned entities ” on the Consolidated Balance Sheets.
−Removed: Under the terms of the JV agreement, the Company has a call right that enables it to purchase all remaining issued and outstanding shares of the RSA JV starting August 28, 2025, with the exercise price to be set as the fair market value of the shares on the exercise date.
−Removed: In September 2023, the Company executed Bridge Loan Agreement with the JV (the “Bridge Loan”), extending a short-term financing (i.e., unsecured credit facility) to the JV, through which the JV can draw down up to approximately $ 7.4 million and use it to fund its Phase 2 construction.
−Removed: The outstanding balance as of December 31, 2023 is $ 1.7 million and is recognized within “ Investments in and advances to partially owned entities ” on the Consolidated Balance Sheets.
+Added: On February 28, 2023, the Company purchased a 49 % equity interest in a joint venture with RSA Cold Holdings Limited (“RSA”) for $ 4.0 million.
+Added: RSA contributed their Dubai cold storage business, which consisted of a single cold storage warehouse, in exchange for the remaining 51 % equity interest in the joint venture.
+Added: During 2024, the Company contributed an additional $ 1.6 million in capital to the RSA joint venture related to equity requirements on the Phase 2 development project.
+Added: T he capital calls from RSA were issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged.
+Added: Under the terms of the RSA joint venture agreement, the Company has a call right that enables it to purchase all remaining issued and outstanding shares of the RSA joint venture starting August 28, 2025, with the exercise price to be set as the fair market value of the shares on the exercise date.
+Added: In September 2023, the Company executed an interest-bearing Bridge Loan Agreement with the RSA joint venture, extending a short-term financing (i.e., unsecured credit facility) through which the joint venture could draw up to approximately $ 7.4 million and use it to fund its Phase 2 construction.
+Added: In April 2024, the Company executed an additional, interest-free Bridge Loan Agreement (collectively the “Bridge Loans”) through which the joint venture can draw up to approximately $ 34.9 million and use it to fund its Phase 3 construction.
+Added: The outstanding balance on the Bridge Loans, including interest, as of December 31, 2024 and 2023 was $ 12.5 million and $ 1.7 million, respectively.
Comfrio Joint Venture
1 unchanged sentence
During the year ended December 31, 2023, the Company both purchased and subsequently sold the remaining interest in the joint venture.
−Removed: Refer to Note 3-Business Combinations and Asset Acquisitions for further information regarding the acquisition and disposition of the Comfrio portfolio.
−Removed: During the year ended December 31, 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio is allowed to borrow $ 25 million from Americold at a 10 % annual fixed interest rate.
−Removed: As of December 31, 2022, the loan receivable and related accrued interest due from Comfrio of $ 10.1 million is reflected under “ Investments in and advances to partially owned entities ” on the Consolidated Balance Sheets.
−Removed: During the year ended December 31, 2023, the Company fully impaired the outstanding balance, which was recorded in Impairment of related party loan receivable on the Consolidated Statements of Operations.
+Added: Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations for further information regarding the acquisition and disposition of the Comfrio portfolio.
Latin America Joint Venture
On May 31, 2022, we formed the LATAM JV in an effort to help us grow our business and market presence in the Latin America region, excluding Brazil.
−Removed: Our JV partner committed to invest approximately $ 209.0 million in exchange for 85 % of the total equity interests, and we contributed our Chilean business upon formation of the joint venture and retained the remaining 15 % equity interests in the joint venture.
−Removed: Our JV partner’s contribution commitment includes an initial contribution of $ 8 million at closing and the remainder as a contribution receivable to the LATAM JV.
−Removed: The JV partner must complete its remaining contribution payments over the next four-year period through December 31, 2025 and in doing so, it retains its 85 % equity ownership during this period.
−Removed: As a result of this transaction, we recognized a loss of approximately $ 4.1 million within “Other income (expense)” on the Consolidated Statements of Operations (net of accumulated foreign currency translation loss related to the Chilean business) upon the deconsolidation of this entity and subsequent recognition of our subsidiary’s 15 % equity investment in the LATAM JV at its estimated fair value of $ 37.0 million within “ Investments in and advances to partially owned entities ” on the Consolidated Balance Sheets.
+Added: Our JV partner committed to invest approximately $ 209.0 million in exchange for 85 % of the total equity interest, and we contributed our Chilean business upon formation of the joint venture and retained the remaining 15 % equity interest.
+Added: As a result of this transaction, we recognized a loss of approximately $ 4.1 million within “Other, net” on the Consolidated Statements of Operations (net of accumulated foreign currency translation loss related to the Chilean business) upon the deconsolidation of this entity and subsequent recognition of our subsidiary’s 15 % equity interest in the LATAM JV at its estimated fair value of $ 37.0 million.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: On May 30, 2023, the Company sold its remaining 15 % equity interest to the LATAM JV partner for total proceeds of $ 36.9 million and recognized a corresponding gain of $ 0.3 million in “Other, net” on the Consolidated Statements of Operations.
+Added: Notes to Consolidated Financial Statements
+Added: On May 30, 2023, the Company sold its 15 % equity interest to the LATAM JV partner for total proceeds of $ 36.9 million and recognized a corresponding gain of $ 0.3 million in “Other, net” on the Consolidated Statements of Operations.
Goodwill and Intangible Assets
−Removed: The changes in the carrying amount of the Company’s goodwill by reportable segment for the years ended December 31, 2023, 2022 are as follows (in thousands):
−Removed: Warehouse Transportation Third-party managed Total
+Added: The changes in the carrying amount of the Company’s goodwill by reportable segment for the years ended December 31, 2024 and 2023 are as follows:
+Added: Warehouse Transportation Total
(In thousands)
December 31, 2022 $ 989,286 $ 44,351 $ 1,033,637
−Removed: Goodwill acquired
−Removed: 3,076 — — 3,076
Purchase price allocation adjustments
−Removed: Derecognition of Goodwill upon deconsolidation of entity ( 6,653 ) — — ( 6,653 )
+Added: ( 4,348 ) — ( 4,348 )
Goodwill impairment
+Added: ( 236,515 ) — ( 236,515 )
Impact of foreign currency translation
1,230 — 1,230
−Removed: Other adjustments ( 14,697 ) 14,697 — —
December 31, 2023 749,653 44,351 794,004
−Removed: Purchase price allocation adjustments
−Removed: ( 4,348 ) — — ( 4,348 )
−Removed: Goodwill Impairment ( 236,515 ) — — ( 236,515 )
Impact of foreign currency translation
1 unchanged sentence
December 31, 2024 $ 739,691 $ 44,351 $ 784,042
−Removed: Refer to Note 2 -Summary of Significant Accounting Policies for additional information regarding the goodwill impairment charges recorded during 2023 and 2022.
−Removed: Intangible assets, other than goodwill, are as follow as of December 31, 2023 and 2022 (in thousands):
+Added: Refer to Note 2 - Summary of Significant Accounting Policies for additional information regarding the goodwill impairment charges recorded during the year ended December 31, 2023.
+Added: Intangible assets, other than goodwill, are as follows as of December 31, 2024 and 2023:
December 31, 2024 December 31, 2023
Intangible asset Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
−Removed: Customer relationship $ 1,023,107 $ ( 141,077 ) $ 882,030 $ 1,013,258 $ ( 103,615 ) $ 909,643
+Added: (In thousands)
+Added: Customer relationships
+Added: $ 996,419 $ ( 173,032 ) $ 823,387 $ 1,023,107 $ ( 141,078 ) $ 882,029
In-place lease and assembled workforce 475 ( 279 ) 196 4,254 ( 3,946 ) 308
1 unchanged sentence
Total intangible assets, other than goodwill $ 1,013,594 $ ( 174,934 ) $ 838,660 $ 1,044,061 $ ( 146,647 ) $ 897,414
−Removed: The change in gross carrying amount for customer relationship assets from December 31, 2022 to 2023 is due to a increase in foreign exchange rate movement of $ 9.8 million.
−Removed: The change in accumulated amortization for intangible assets from December 31, 2022 to 2023 is due to amortization expense of $ 36.9 million.
−Removed: The estimated amortization for each of the next five years is approximately $ 37.0 million, and approximately $ 697.4 million thereafter.
−Removed: The weighted average remaining useful life as of December 31, 2023 for our customer relationships is 26 years and for our assembled workforce is 2.8 years.
−Removed: There is no remaining net carrying amount
+Added: The change in the gross carrying amount for Customer relationships from December 31, 2023 to December 31, 2024 is due to foreign exchange rate movements and an impairment charge of $ 12.1 million associated with the anticipated exit of certain warehouse and transportation related operations.
+Added: The change in the gross carrying amount for In-place lease and assembled workforce from December 31, 2023 to December 31, 2024 is due to the write-off of the fully amortized In-place lease intangibles of $ 3.8 million.
+Added: The Company’s Trade name is an indefinite-lived intangible.
+Added: Amortization expense for the years ended December 31, 2024, 2023 and 2022 was $ 36.4 million, $ 36.9 million and $ 35.7 million, respectively.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: related to In-place lease as of December 31, 2023.
−Removed: Additionally, we have an indefinite-lived Trade name asset with a carrying value of $ 15.1 million as of December 31, 2023 and 2022, respectively.
−Removed: Other assets as of December 31, 2023 and 2022 are as follows (in thousands):
−Removed: Capitalized costs related to Project Orion $ 43,948 $ 3,255
+Added: Notes to Consolidated Financial Statements
+Added: The estimated amortization for each of the next five years for the Customer relationships and Assembled workforce intangibles on a combined basis is approximately $ 36.0 million and approximately $ 643.6 million thereafter, based on foreign exchange rates as of December 31, 2024.
+Added: The weighted average remaining useful life is 25 years and 1.8 years for Customer relationships and Assembled workforce, respectively, as of December 31, 2024.
+Added: Refer to Note 2 - Summary of Significant Accounting Policies for additional information regarding the intangible asset impairment charges recorded during the year ended December 31, 2024.
+Added: Other assets as of December 31, 2024 and 2023 are as follows:
+Added: As of December 31,
+Added: (In thousands)
+Added: Capitalized costs related to Project Orion, net of accumulated amortization $ 80,487 $ 43,948
Prepaid accounts 44,402 40,942
−Removed: Inventory and supplies 30,719 29,297
−Removed: Value Added Tax Receivable 17,339 12,103
Fair value of derivatives 29,868 15,480
+Added: Reimbursement receivable 24,609 23,483
+Added: Value added tax receivable 19,063 17,339
+Added: Inventory and supplies 7,427 7,236
Other 85,374 45,650
+Added: Total other assets
$ 291,230 $ 194,078
Accounts Payable and Accrued Expenses
−Removed: Accounts payable and accrued expenses as of December 31, 2023 and 2022 are as follows (in thousands):
+Added: Accounts payable and accrued expenses as of December 31, 2024 and 2023 are as follows:
+Added: As of December 31,
+Added: (In thousands)
Trade payables $ 221,641 $ 201,094
Accrued payroll and employee benefits 90,513 107,663
−Removed: Other accrued expenses 91,312 70,218
Dividends payable 64,032 63,564
−Removed: Accrued utilities, property taxes, and warehouse costs 43,702 44,107
−Removed: Accrued workers’ compensation expenses 33,030 31,943
+Added: Accrued warehouse expenses 42,032 43,702
Accrued interest 36,222 28,399
+Added: Accrued workers' compensation expenses 35,944 33,030
+Added: Value added tax payable 18,947 16,772
+Added: Other accrued expenses 94,080 74,540
+Added: Total accounts payable and accrued expenses
$ 603,411 $ 568,764
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Acquisition, Cyber Incident, and Other, Net
−Removed: The components of the charges included in “Acquisition, cyber incident, and other, net” in our Consolidated Statements of Operations are as follows (in thousands):
+Added: The components of the charges included in “Acquisition, cyber incident, and other, net” in our Consolidated Statements of Operations are as follows:
Years Ended December 31,
−Removed: Acquisition, cyber incident, and other, net 2023 2022 2021
−Removed: Cyber incident related costs, net of insurance recoveries $ 28,877 $ ( 2,210 ) $ ( 447 )
+Added: 2024 2023 2022
+Added: Acquisition, cyber incident, and other, net (In thousands)
Project Orion expenses $ 58,187 $ 13,929 $ 3,945
2 unchanged sentences
Other, net 2,649 2,058 19
+Added: Cyber incident related costs, net of insurance recoveries ( 5,210 ) 28,877 ( 2,210 )
Pension plan termination charges — 2,461 —
−Removed: Litigation 558 179 2,217
Terminated site operations costs — — 4,154
Total acquisition, cyber incident, and other, net
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: Cyber incident related costs include third-party fees incurred in connection with cyber incidents, as well as any incremental costs, internal and external, incurred to restore operations at our facilities and damage claims.
−Removed: Any subsequent reimbursements from insurance coverage for expenses incurred in connection with the event are also reflected within this category and recorded upon receipt of agreement from the insurer.
−Removed: Project Orion expenses represent the non-capitalizable portion of our Project Orion costs, which is an investment in and transformation of our technology systems, business processes and customer solutions.
−Removed: The project includes the implementation of a new, state-of-the-art, cloud-based enterprise resource planning (“ERP”) software system.
−Removed: 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.
−Removed: 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.
+Added: $ 77,169 $ 64,087 $ 32,511
+Added: Project Orion expenses represent the non-capitalizable portion of our Project Orion costs.
+Added: This project is an investment in and transformation of our technology systems, business processes and customer solutions.
+Added: The first phase of Project Orion was deployed during the second quarter of 2024.
+Added: Refer to Note 1 - Description of the Business for further details on the overall project and related amortization of deferred project costs.
+Added: Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies and reduction in workforce costs associated with exiting or selling non-strategic warehouses or businesses.
+Added: Acquisition and integration 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.
−Removed: Refer to Note 3-Business Combinations and Asset Acquisitions for further information regarding recent acquisitions.
−Removed: Other, net expense during the year ended December 31, 2023 relates to insurance deductibles for damages to our warehouses resulting from a hail storm and roof collapse.
−Removed: During the year ended December 31, 2023 the Company incurred charges related to the termination of the Americold Retirement Income Plan (“ARIP”) resulting in the recognition of a $ 2.5 million settlement loss.
−Removed: Refer to Note 1 - Description of the Business of the Consolidated Financial Statements for additional information.
−Removed: Litigation costs consist of expenses incurred in order to defend the Company from litigation charges outside of the normal course of business as well as related settlements not in the normal course of business.
−Removed: In the event that an estimated loss contingency is subsequently settled in a favorable manner, the related benefit is also recorded herein.
−Removed: Litigation costs incurred in connection with matters arising from the ordinary course of business are expensed as a component of “Selling, general and administrative” on the Consolidated Statements of Operations.
−Removed: Terminated site operations costs relates to repair expenses incurred to return leased sites to their original physical state at lease inception in connection with the termination of the applicable underlying lease.
+Added: Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations for further information regarding acquisitions completed in 2023 and 2022.
+Added: Cyber incident related costs, net of insurance recoveries, represent the receipt of business interruption insurance proceeds and incremental costs associated with cyber incidents that occurred in November 2020 and more recently in April 2023, which is further described in Note 1 - Description of the Business .
+Added: Pension plan termination charges represent costs incurred when the Company terminated the Americold Retirement Income Plan (“ARIP”) during the year ended December 31, 2023, resulting in the recognition of a $ 2.5 million settlement loss.
+Added: Refer to Note 1 - Description of the Business for additional information.
+Added: Terminated site operations costs relate to repair expenses incurred to return leased sites to their original physical state at lease inception in connection with the termination of the applicable underlying lease.
Additionally, terminated site operations costs include those incurred to wind down operations at recently sold facilities.
−Removed: These terminations were part of our strategic efforts to exit or sell non-strategic warehouses as opposed to ordinary course lease expirations.
−Removed: Repair and maintenance expenses associated with our ordinary course operations are reflected within “Rent, storage and warehouse services cost of operations” on the Consolidated Statements of Operations.
+Added: These terminations were part of our strategic efforts to exit or sell non-strategic warehouses as opposed to ordinary
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: The following table reflects a summary of our outstanding indebtedness (in thousands):
+Added: Notes to Consolidated Financial Statements
+Added: course lease expirations.
+Added: Repair and maintenance expenses associated with our ordinary course operations are reflected within “Rent, storage, and warehouse services cost of operations” on the Consolidated Statements of Operations.
+Added: The following table reflects a summary of our outstanding indebtedness, at carrying amount, as of December 31, 2024 and 2023:
December 31, 2024 December 31, 2023
−Removed: Carrying Amount Carrying Amount
+Added: (In thousands)
Senior Unsecured Notes $ 2,226,524 $ 1,777,925
6 unchanged sentences
$ 3,286,514 $ 2,993,278
−Removed: The following tables provides the details of our Senior Unsecured Notes (balances in thousands):
+Added: The following table provides the details of our Senior Unsecured Notes:
December 31, 2024 December 31, 2023
Stated Maturity Date Contractual Interest Rate Borrowing Currency Carrying Amount (USD) Borrowing Currency Carrying Amount (USD)
−Removed: Series A Notes
−Removed: 01/2026 4.68 % $ 200,000 $ 200,000 $ 200,000 $ 200,000
−Removed: Series B Notes
−Removed: 01/2029 4.86 % $ 400,000 $ 400,000 $ 400,000 $ 400,000
−Removed: Series C Notes
+Added: (In thousands, except percentages)
+Added: Private Series A Notes 01/2026 4.68 % $ 200,000 $ 200,000 $ 200,000 $ 200,000
+Added: Private Series B Notes 01/2029 4.86 % $ 400,000 400,000 $ 400,000 400,000
+Added: Private Series C Notes 01/2030 4.10 % $ 350,000 350,000 $ 350,000 350,000
+Added: Private Series D Notes 01/2031 1.62 % € 400,000 414,146 € 400,000 441,560
+Added: Private Series E Notes 01/2033 1.65 % € 350,000 362,378 € 350,000 386,365
+Added: Public 5.409% Notes 09/2034 5.41 %
$ 500,000 500,000 $ — —
−Removed: Series D Notes 01/2031 1.62 % € 400,000 $ 441,560 € 400,000 $ 428,200
−Removed: Series E Notes 01/2033 1.65 % € 350,000 $ 386,365 € 350,000 $ 374,675
Total Senior Unsecured Notes
$ 2,226,524 $ 1,777,925
−Removed: The following tables provides the details of our Senior Unsecured Term Loans (balances in thousands):
+Added: The following table provides the details of our Senior Unsecured Term Loans:
December 31, 2024 December 31, 2023
+Added: Stated Maturity Date (2)
Contractual Interest Rate (1)
1 unchanged sentence
Borrowing Currency Carrying Amount (USD)
−Removed: Tranche A-1 SOFR + 0.94 % $ 375,000 $ 375,000 SOFR + 0.95 % $ 375,000 375,000
−Removed: Tranche A-2 CDOR + 0.94 % C$ 250,000 188,775 CDOR + 0.95 % C$ 250,000 184,450
−Removed: Delayed Draw Tranche A-3 SOFR + 0.94 % $ 270,000 270,000 SOFR + 0.95 % $ 270,000 270,000
−Removed: Total Senior Unsecured Term Loan Facility
+Added: (In thousands, except percentages)
+Added: Tranche A-1 08/2025 SOFR + 0.94 %
+Added: $ 375,000 $ 375,000 SOFR + 0.94 %
$ 375,000 $ 375,000
−Removed: (1) S = one-month Adjusted Term SOFR;
−Removed: C = one-month CDOR.
+Added: Tranche A-2 01/2028 CORRA + 0.94 %
+Added: C$ 250,000 173,820 CDOR + 0.94 %
+Added: C$ 250,000 188,775
+Added: Delayed Draw Tranche A-3 01/2028 SOFR + 0.94 %
+Added: $ 270,000 270,000 SOFR + 0.94 %
+Added: $ 270,000 270,000
+Added: Total Senior Unsecured Term Loans
+Added: $ 818,820 $ 833,775
+Added: (1) SOFR = one-month Adjusted Term SOFR;
+Added: CORRA = adjusted daily CORRA.
Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.10 % in addition to the margin.
−Removed: While the above reflects the contractual rate, refer to the description below of the Senior Unsecured Credit Facility for details of the portion of these Term Loans that are hedged, therefore, at a fixed interest rate for the duration of the respective swap agreement.
−Removed: Refer to Note 10 for details of the related interest rate swaps.
+Added: Tranche A-2 CORRA includes an adjustment of 0.30 % in addition to the margin.
+Added: Our Canadian dollar borrowings previously bore interest tied to one-month CDOR.
+Added: Refer to Note 10 - Derivative Financial Instruments for details of the related interest rate swaps.
+Added: (2) The terms of the debt agreement for Tranche A-1 include an option for two 12-month extensions past the contractual maturity date in August of 2025.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: The following table provides the details of our Senior Unsecured Revolving Credit Facility (balances in thousands):
+Added: Notes to Consolidated Financial Statements
+Added: The following table provides the details of our Senior Unsecured Revolving Credit Facility:
December 31, 2024 December 31, 2023
2 unchanged sentences
Borrowing Currency Carrying Amount (USD)
−Removed: dollar SOFR + 0.84 % $ 34,000 $ 34,000 SOFR + 0.85 % $ 225,000 $ 225,000
−Removed: Australian dollar BBSW + 0.84 % A$ 191,000 $ 130,108 BBSW + 0.85 % A$ 146,000 $ 99,470
−Removed: British pound sterling SONIA + 0.84 % £ 78,000 $ 99,302 SONIA + 0.85 % £ 76,500 $ 92,435
−Removed: Canadian dollar CDOR + 0.84 % C$ 35,000 $ 26,429 CDOR + 0.85 % C$ 50,000 $ 36,890
−Removed: Euro EURIBOR + 0.84 % € 67,500 $ 74,513 EURIBOR + 0.85 % € 35,500 38,003
−Removed: New Zealand dollar BKBM + 0.84 % NZD 44,000 $ 27,804 BKBM + 0.85 % NZD 12,998 8,254
+Added: (In thousands, except percentages)
+Added: dollar SOFR + 0.84 %
+Added: $ 14,000 $ 14,000 SOFR + 0.84 %
+Added: $ 34,000 $ 34,000
+Added: Australian dollar BBSW + 0.84 %
+Added: A$ 197,000 121,908 BBSW + 0.84 %
+Added: A$ 191,000 130,108
+Added: British pound sterling SONIA + 0.84 %
+Added: £ — — SONIA + 0.84 %
+Added: £ 78,000 99,302
+Added: Canadian dollar CORRA + 0.84 %
+Added: C$ 35,000 24,335 CDOR + 0.84 %
+Added: C$ 35,000 26,429
+Added: Euro EURIBOR + 0.84 %
+Added: € 70,500 72,993 EURIBOR + 0.84 %
+Added: € 67,500 74,513
+Added: New Zealand dollar BKBM + 0.84 %
+Added: NZ$ 39,000 21,816 BKBM + 0.84 %
+Added: NZ$ 44,000 27,804
Total Senior Unsecured Revolving Credit Facility
$ 255,052 $ 392,156
−Removed: (1) S = one-month Adjusted SOFR;
−Removed: C = one-month CDOR;
−Removed: E = Euro Interbank Offered Rate (EURIBOR), SONIA = Adjusted Sterling Overnight Interbank Average Rate, BBSW = Bank Bill Swap Rate, BKBM = Bank Bill Reference Rate.
−Removed: We have elected Daily SOFR for the entirety of our U.S.
+Added: (1) SOFR = adjusted daily SOFR;
+Added: BBSW = one-month Bank Bill Swap Rate;
+Added: CORRA = adjusted daily CORRA;
+Added: EURIBOR = one-month Euro Interbank Offered Rate;
+Added: BKBM = one-month Bank Bill Reference Rate.
+Added: We have elected adjusted 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.
−Removed: Our British pound sterling borrowings bear interest tied to adjusted SONIA which includes an adjustment of 0.03 % in addition to our margin.
+Added: Included in the adjusted daily CORRA rate is an adjustment of 0.30 % in addition to the margin.
+Added: Our British pound sterling borrowings bore interest tied to adjusted SONIA, which included an adjustment of 0.03 % in addition to the margin.
+Added: Our Canadian dollar borrowings previously bore interest tied to one-month CDOR.
Senior Unsecured Credit Facility
2 unchanged sentences
In connection with the refinancing, the base interest rate for the USD denominated borrowings was updated to SOFR from LIBOR and all borrowings now incorporate a sustainability-linked pricing component which is subject to adjustment based on improvement in the Company’s annual GRESB rating, as part of it’s ESG initiatives.
−Removed: In connection with the refinancings that occurred during the years ended December 2022 and 2021, the Company recorded $ 0.6 million and $ 2.9 million, respectively, to “Loss on debt extinguishment, modifications and termination of derivative instruments” in the accompanying Consolidated Statements of Operations.
−Removed: No refinancings occurred during the year ended December 31, 2023.
−Removed: Revolving Facility
+Added: In connection with the refinancings that occurred during the year ended December 31, 2022, the Company recorded $ 0.6 million to “Loss on debt extinguishment, modifications and termination of derivative instruments ” in the accompanying Consolidated Statements of Operations.
+Added: No refinancings occurred during the years ended December 31, 2024 or 2023.
+Added: Revolving Credit Facility
The Senior Unsecured Revolving Credit Facility is comprised of a $ 575 million U.S.
4 unchanged sentences
The Company must meet certain criteria in order to extend the maturity, and an additional extension fee must be paid.
−Removed: Unamortized deferred financing costs related to the revolving credit facility are included in “ Other assets” in the accompanying Consolidated Balance Sheets totaling $ 6.4 million and $ 8.8 million as of December 31, 2023 and December 31, 2022, respectively.
−Removed: These fees are amortized as interest expense under the straight-line method as the impact of amortizing under effective interest method is not materially different.
+Added: Unamortized deferred financing costs related to the revolving credit facility are included in “Other assets” on the accompanying Consolidated Balance Sheets and totaled $ 4.0 million and $ 6.4 million as of December 31, 2024 and 2023, respectively.
+Added: These costs are amortized through the maturity date as interest expense under the straight-line method as the impact of amortizing under the effective interest method is not materially different.
The Senior Unsecured Term Loan A consists of three tranches.
−Removed: Tranche A-1 consists of a $ 375 million USD term loan, an increase from the previous amount of $ 175 million USD, with a maturity date of August 2025;
−Removed: however, the Company has the option to extend maturity up to two times, each for a twelve months period.
−Removed: Tranche A-2 consists of a C$ 250 million term loan with a maturity date of January 2028, and does not have any extension options.
−Removed: Tranche A-3 consists of a $ 270 million USD term loan delayed draw facility, which matures in January
+Added: Tranche A-1 consists of a $ 375 million USD term loan, with a maturity date of August 2025;
+Added: however, the Company has the option to extend maturity up to two
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: 2028, and does not have any extension options.
+Added: Notes to Consolidated Financial Statements
+Added: times, each for a twelve-month period.
+Added: Tranche A-2 consists of a C$ 250 million term loan with a maturity date of January 2028 and does not have any extension options.
+Added: Tranche A-3 consists of a $ 270 million USD term loan delayed draw facility, which matures in January 2028 and does not have any extension options.
As previously mentioned, the Company drew the Tranche A-3 on November 1, 2022 to repay its 2013 Mortgage Notes.
The remaining proceeds of the delayed draw facility were used for general corporate purposes.
−Removed: Unamortized deferred financing costs related to the Senior Unsecured Term Loan A are included in “Senior unsecured notes and term loans - net of deferred financing cost” on the accompanying Consolidated Balance Sheets totaling $ 3.1 million and $ 4.2 million as of December 31, 2023, and December 31, 2022, respectively.
−Removed: These amounts are amortized as interest expense under the effective interest method through the maturity date.
−Removed: There were $ 20.8 million letters of credit issued on the Company’s Senior Unsecured Revolving Credit Facility as of December 31, 2023.
−Removed: Our Senior Unsecured Revolving Facility contains representations, covenants and other terms customary for a publicly traded REIT.
+Added: Unamortized deferred financing costs related to the Senior Unsecured Term Loan A are included in “Senior unsecured notes and term loans - net of deferred financing costs” on the accompanying Consolidated Balance Sheets and totaled $ 2.9 million and $ 4.6 million as of December 31, 2024 and 2023, respectively.
+Added: These costs are amortized through the maturity date as interest expense under the effective interest method.
+Added: There were $ 20.8 million letters of credit issued on the Company’s Senior Unsecured Revolving Credit Facility as of December 31, 2024 and 2023.
+Added: The remaining amount of letters of credit available to be issued on the Company’s Senior Unsecured Revolving Credit Facility was $ 39.2 million as of December 31, 2024 and 2023.
+Added: Our Senior Unsecured Revolving Facility contains representations, covenants and other terms customary for a publicly traded REIT, including covenants governing restricted payments.
In addition, it contains certain financial covenants, as defined in the credit agreement, including:
10 unchanged sentences
As of December 31, 2024, the Company was in compliance with all debt covenants.
−Removed: Series A, B, C, D, and E Senior Unsecured Notes
−Removed: On April 26, 2019, we completed a debt private placement transaction consisting of $ 350.0 million senior unsecured notes with a coupon of 4.10 % due January 8, 2030 (“Series C”).
−Removed: Interest is payable on January 8 and July 8 of each year until maturity.
−Removed: On November 6, 2018, we completed a debt private placement transaction consisting of (i) $ 200.0 million senior unsecured notes with a coupon of 4.68 % due January 8, 2026 (“Series A”) and (ii) $ 400.0 million senior unsecured notes with a coupon of 4.86 % due January 8, 2029 (“Series B”).
+Added: Senior Unsecured Notes
+Added: Private Series A, B, C, D, and E Notes
+Added: On November 6, 2018, we completed a debt private placement transaction consisting of (i) $ 200.0 million senior unsecured notes with a coupon of 4.68 % due January 8, 2026 (“Private Series A Notes”) and (ii) $ 400.0 million senior unsecured notes with a coupon of 4.86 % due January 8, 2029 (“Private Series B Notes”).
Interest is payable on January 8 and July 8 of each year until maturity.
−Removed: On December 30, 2020 we completed a debt private placement transaction consisting of (i) € 400.00 million senior unsecured notes with a coupon of 1.62 % due January 7, 2031 (“Series D”) and (ii) € 350,000 senior unsecured notes with a coupon of 1.65 % due January 7, 2033 (“Series E”).
+Added: On April 26, 2019, we completed a debt private placement transaction consisting of $ 350.0 million senior unsecured notes with a coupon of 4.10 % due January 8, 2030 (“Private Series C Notes”).
Interest is payable on January 8 and July 8 of each year until maturity.
−Removed: In connection with entering into the agreement, we incurred approximately $ 4.5 million of debt issuance costs related to the issuance, which we amortize as interest expense under the effective interest method.
+Added: On December 30, 2020 we completed a debt private placement transaction consisting of (i) € 400 million senior unsecured notes with a coupon of 1.62 % due January 7, 2031 (“Private Series D Notes”) and (ii) € 350 million
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: The Series A, B, C, D, and E senior notes (collectively referred to as the “Senior Unsecured Notes”) and guarantee agreement includes a prepayment option executable at any time during the term of the loans.
+Added: Notes to Consolidated Financial Statements
+Added: senior unsecured notes with a coupon of 1.65 % due January 7, 2033 (“Private Series E Notes”).
+Added: Interest is payable on January 7 and July 7 of each year until maturity.
+Added: Unamortized deferred financing costs related to the Private Series Notes are included in “Senior unsecured notes and term loans - net of deferred financing costs” on the accompanying Consolidated Balance Sheets and totaled $ 5.0 million and $ 6.0 million as of December 31, 2024 and 2023, respectively.
+Added: These costs are amortized through the maturity date as interest expense under the straight-line method as the impact of amortizing under the effective interest method is not materially different.
+Added: The Series A, B, C, D, and E senior unsecured notes (collectively referred to as the “Private Senior Unsecured Notes”) and guarantee agreement includes a prepayment option executable at any time during the term of the loans.
The prepayment can be either a partial payment or payment in full, as long as the partial payment is at least 5 % of the outstanding principal.
14 unchanged sentences
As of December 31, 2024, the Company was in compliance with all debt covenants.
−Removed: 2013 Mortgage Loans
−Removed: On May 1, 2013, we entered into a mortgage financing in an aggregate principal amount of $ 322.0 million, which we referred to as the 2013 Mortgage Loans.
−Removed: The debt consisted of a senior debt note and two mezzanine notes.
−Removed: The components were cross-collateralized and cross-defaulted.
−Removed: The senior debt note required monthly principal payments.
−Removed: The mezzanine notes required no principal payments until the stated maturity date in May 2023.
−Removed: The 2013 Mortgage Loans became prepayable at par and the Company repaid at that time using proceeds from the Senior Unsecured Tranche A-3 term loan on November 1, 2022.
−Removed: Cash outflows related to this prepayment are included in Repayment of term loans, mortgage notes, and notes payable on the Consolidated statement of cash flows for the year-ended December 31, 2022.
−Removed: Aggregate future repayments of indebtedness
+Added: Public Senior Unsecured Notes
+Added: On September 12, 2024, we completed an underwritten public offering of $ 500.0 million aggregate principal amount of the Company’s 5.409 % notes (the “Public Senior Unsecured Notes”) due September 12, 2034.
+Added: The Public Senior Unsecured Notes were offered pursuant to the Registration Statement further described in Note 1 - Description of the Business to these Consolidated Financial Statements.
+Added: The Public Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations, Inc., a wholly-owned subsidiary of the Company and a limited partner of the Operating Partnership, and certain subsidiaries of the Operating Partnership.
+Added: The Public Senior Unsecured Notes bear interest at a rate of 5.409 % per year, and interest is payable on March 12 and September 12 of each year, with the first payment occurring March 12, 2025.
+Added: The proceeds from the issuance of the Public Senior Unsecured Notes were used to repay a portion of borrowings previously outstanding.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
+Added: In connection with the issuance of the Public Senior Unsecured Notes, we incurred approximately $ 6.1 million of debt issuance costs.
+Added: The unamortized balance of these costs are included in “Senior unsecured notes and term loans - net of deferred financing costs on the accompanying Consolidated Balance Sheets and totaled $ 6.0 million as of December 31, 2024.
+Added: These costs are amortized through the maturity date as interest expense under the effective interest method.
+Added: The Public Senior Unsecured Notes may be redeemed at the option of the Company.
+Added: Prior to June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Public Senior Unsecured Notes being redeemed, or (ii) a make-whole premium calculated in accordance with the indenture.
+Added: On or after June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Public Senior Unsecured Notes to be redeemed.
+Added: In both cases, the prepayment amount must also include any unpaid interest accrued thereon to, but excluding, the redemption date.
+Added: The Public Senior Unsecured Notes require that we maintain at all times a minimum maintenance of total unencumbered assets value of not less than 150 % of the aggregate principal amount of all outstanding unsecured debt of the Company, the Operating Partnership and their respective subsidiaries on a consolidated basis.
+Added: The Public Senior Unsecured Notes also contain certain financial covenants required on a quarterly or occurrence basis, as defined in the offering prospectus, including:
+Added: • a maximum total indebtedness to total assets ratio of less than 0.60 to 1.00 ;
+Added: • a maximum total secured indebtedness to total assets ratio of less than 0.40 to 1.00 ;
+Added: • a minimum interest coverage ratio of not less than 1.50 to 1.00 .
+Added: The indenture governing the Public Senior Unsecured Notes contains additional covenants customary for similar offerings, including, without limitation, that any subsidiary which becomes a co-borrower, guarantor or otherwise becomes obligated under our Senior Unsecured Term Loans or Senior Unsecured Revolving Credit Facility must also fully and unconditionally guarantee the Public Senior Unsecured Notes.
+Added: As of December 31, 2024, the Company was in compliance with all debt covenants.
+Added: Aggregate Future Repayments of Indebtedness
The aggregate maturities of indebtedness as of December 31, 2024 for each of the next five years and thereafter, are as follows:
1 unchanged sentence
(In thousands)
−Removed: Aggregate principal amount of debt
−Removed: Less unamortized deferred financing costs
−Removed: Total debt net of deferred financing costs
+Added: Total principal amount of indebtedness 3,300,396
+Added: unamortized deferred financing costs
+Added: Total indebtedness, net of deferred financing costs
+Added: (1) The debt listed to mature in 2025 represents the Tranche A-1 term loan.
+Added: The terms of the Tranche A-1 term loan agreement include an option for two 12-month extensions past the contractual maturity date in August of 2025.
+Added: Approximately $ 255.1 million of the debt listed to mature in 2026 represents outstanding borrowings on the revolving credit facility.
+Added: The terms of the revolving credit facility agreement include an option for two six-month extensions past the contractual maturity date in August of 2026.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Derivative Financial Instruments
Designated Non-derivative Financial Instruments
−Removed: As of December 31, 2023, the Company designated £ 78.0 million, A$ 191.0 million and € 817.5 million of debt and accrued interest as a hedge of our net investment in the respective international subsidiaries.
−Removed: As of December 31, 2022, the Company designated £ 76.5 million, A$ 146.0 million and € 785.5 million debt and accrued interest as a hedge of our net investment in the respective international subsidiaries.
−Removed: The remeasurement of these instruments is recorded in “Change in unrealized net loss on foreign currency” on the accompanying Consolidated Statements of Comprehensive (Loss) Income.
−Removed: Refer to Note 18-Accumulated Other Comprehensive Income ( Loss) for additional details regarding the impact of the Company’s net investment hedges on AOCI for the years ended December 31, 2023, 2022 and 2021.
+Added: As of December 31, 2024, the Company designated A$ 197.0 million and € 820.5 million of debt and accrued interest as a hedge of its net investments in certain international subsidiaries.
+Added: As of December 31, 2023, the Company designated £ 78.0 million, A$ 191.0 million and € 817.5 million of debt and accrued interest as a hedge of its net investments in certain international subsidiaries.
+Added: The remeasurement of these instruments is recorded in “Unrealized net gain (loss) on foreign currency” on the Consolidated Statements of Comprehensive (Loss) Income.
+Added: During the second quarter of 2024, the Company determined that its previous designation of £ 78.0 million of debt and accrued interest as a hedge of its net investment in the United Kingdom-based subsidiary did not qualify for hedge accounting, and the cumulative foreign exchange gain associated with this transaction of $ 10.4 million, previously classified within “Accumulated other comprehensive loss” on the Consolidated Balance Sheets, was recorded as a Gain from removal of hedge designation within “Other, net” on the Consolidated Statements of Operations for the year ended December 31, 2024.
+Added: 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.
+Added: Furthermore, the Company fully paid off the balance of this revolving debt during the year ended December 31, 2024.
+Added: Refer to Note 18 - Accumulated Other Comprehensive Loss for additional details regarding the impact of the Company’s net investment hedges on AOCI for the years ended December 31, 2024, 2023 and 2022.
Derivative Financial Instruments
1 unchanged sentence
To manage this risk, the Company periodically enters into interest rate swap agreements.
−Removed: During 2022, the Company completed a refinancing of its Senior Unsecured Credit Facility.
−Removed: As a result of this refinancing, the Company’s variable interest rate exposure increased.
−Removed: To manage this risk, the Company entered into several interest rate swap agreements.
−Removed: These agreements involved 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.
−Removed: The Company’s objective for utilizing these derivative instruments was to reduce its exposure to fluctuations in cash flows due to changes in interest rates.
−Removed: The following table includes the key provisions of the interest rate swaps outstanding as of December 31, 2023 and December 31, 2022 (fair value in thousands):
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: 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.
+Added: 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.
+Added: The following table includes the key provisions of the interest rate swaps outstanding as of December 31, 2024 and 2023:
Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of December 31, 2024
Liability Fair Value as of December 31, 2024
+Added: (In thousands)
$ 200 million
7 unchanged sentences
Total $ 14,141 $ 3,021
−Removed: Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of December 31, 2022 Liability Fair Value as of December 31, 2022
−Removed: $ 200 million
−Removed: 3.65 % 9/23/2022 12/29/2023 $ 2,240 $ —
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of December 31, 2023
+Added: Liability Fair Value as of December 31, 2023
+Added: (In thousands)
$ 200 million
7 unchanged sentences
Total $ 9,581 $ 330
−Removed: 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 Income” and is being amortized to “Loss on debt extinguishment, modifications and termination of derivative instruments” through 2024.
+Added: 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” on the Consolidated Balance Sheets and has been fully amortized to “Loss on debt extinguishment, modifications and termination of derivative instruments” as of December 31, 2024.
The amortization of costs recognized in the Consolidated Statements of Operations from terminating these swaps was $ 1.0 million, $ 2.5 million, and $ 2.5 million during the years ended December 31, 2024, 2023 and 2022, respectively.
−Removed: The Company is subject to volatility in foreign exchange rates due to foreign-currency denominated intercompany loans.
−Removed: The Company implemented cross-currency swaps to manage the foreign currency exchange rate risk on certain intercompany loans.
−Removed: These agreements effectively mitigate the Company’s exposure to fluctuations in cash flows due to foreign exchange rate risk.
−Removed: These agreements involve the receipt of fixed USD amounts in exchange for payment of fixed AUD amounts over the life of the respective intercompany loan.
−Removed: The Company’s outstanding intercompany loans receivable balance of A$ 153.5 million was hedged under the cross-currency swap agreements at December 31, 2023 and 2022.
−Removed: The Company previously had a cross-currency swap agreement that involved the receipt of fixed USD amounts in exchange for payment of fixed NZD amounts over the life of an intercompany loan balance of NZD 37.5 million, which matured on December 13, 2023.
−Removed: For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded as “Unrealized gain (loss) on cash flow hedges” on the Consolidated Statements of Comprehensive (Loss) Income and subsequently reclassified in the period(s) during which the hedged transaction affects earnings within the same income statement and related cash flow line item as the earnings effect of the hedged transaction.
−Removed: During the next year, the Company estimates that an additional $ 0.2 million will be reclassified as an increase to Foreign currency exchange loss (a component of “Other, net” on the Consolidated Statements of Operations) and an additional $ 11.7 million will be reclassified as a decrease to “Interest expense” and a corresponding increase to operating cash flows.
−Removed: A dditionally, during the next year, the Company estimates that an additional $ 1.0 million will be reclassified as an increase to “Loss on debt extinguishment, modifications and termination of derivative instruments” related to the 2020 termination described above.
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: The Company is also subject to volatility in foreign exchange rates due to foreign-currency denominated intercompany loans.
+Added: To manage this risk, the Company periodically enters into cross-currency swap agreements.
+Added: These agreements effectively mitigate the Company’s exposure to fluctuations in cash flows due to changes in foreign exchange rates.
+Added: The existing agreement involves the receipt of fixed USD amounts in exchange for payment of fixed AUD amounts over the life of the respective intercompany loan.
+Added: The Company’s outstanding intercompany loan balance of A$ 153.5 million was hedged under the cross-currency swap agreement at December 31, 2024 and 2023.
+Added: The Company previously had a cross-currency swap agreement that involved the receipt of fixed USD amounts in exchange for payment of fixed NZD amounts over the life of an intercompany loan balance of NZ$ 37.5 million, which matured on December 13, 2023.
+Added: For derivatives designated and that qualify as cash flow hedges, the gain or loss on the derivative instrument is recorded as “Unrealized net gain (loss) on cash flow hedges” on the Consolidated Statements of Comprehensive (Loss) Income and subsequently reclassified in the period(s) during which the hedged transaction affects earnings within the same income statement and related cash flow line items as the earnings effect of the hedged transaction.
+Added: During the next year, the Company estimates that an additional $ 5.9 million will be reclassified as a decrease to “Interest expense” and a corresponding increase to operating cash flows.
The Company determines the fair value of its derivative instruments using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative.
5 unchanged sentences
Derivative asset balances are recorded on the accompanying Consolidated Balance Sheets within “Other assets” and derivative liability balances are recorded on the accompanying Consolidated Balance Sheets within “Accounts payable and accrued expenses”.
−Removed: The following table presents the fair value of the derivative financial instruments as of December 31, 2023 and December 31, 2022 (in thousands):
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: The following table presents the fair value of the derivative financial instruments as of December 31, 2024 and December 31, 2023:
Derivative Assets Derivative Liabilities
December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023
−Removed: Designated derivatives
+Added: Designated derivatives (In thousands)
Foreign exchange contracts $ 15,727 $ 5,899 $ — $ —
1 unchanged sentence
Total fair value of derivatives $ 29,868 $ 15,480 $ 3,021 $ 330
−Removed: The following tables present the effect of the Company’s designated derivative financial instruments on the accompanying Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021, including the impacts to AOCI (in thousands):
−Removed: 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 Net Income
+Added: The following table presents the effect of the Company’s designated derivative financial instruments on the accompanying Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022, including the impacts to AOCI:
+Added: Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative Location of Gain (Loss) Reclassified from AOCI into Earnings Amount of Gain (Loss) Reclassified from AOCI into Earnings
As of December 31, As of December 31,
2024 2023 2022 2024 2023 2022
+Added: (In thousands)
+Added: (In thousands)
Interest rate contracts $ 17,431 $ 7,504 $ 15,572 Interest expense $ 15,574 $ 13,825 $ 721
1 unchanged sentence
( 973 ) ( 2,513 ) ( 2,507 )
−Removed: Foreign exchange contracts 1,028 5,933 11,626 Foreign currency exchange (loss) gain, net 200 7,602 7,595
+Added: Foreign exchange contracts 10,334 1,028 5,933 Foreign currency exchange gain (loss), net
+Added: 9,371 200 7,602
Interest expense 506 374 371
Total designated cash flow hedges $ 27,765 $ 8,532 $ 21,505 $ 24,478 $ 11,886 $ 6,187
−Removed: (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 through August 30, 2024.
−Removed: During the year ended December 31, 2023, the Company recorded an increase to “Loss on debt extinguishment, modifications and termination of derivative instruments” related to this transaction.
−Removed: The Company’s derivatives are subject to master netting agreements, but there was no impact of offsetting as of December 31, 2023 and December 31, 2022.
−Removed: As of December 31, 2023 and December 31, 2022, the Company has not posted any collateral related to these agreements.
−Removed: The Company has agreements with each of its derivative counterparties that contain a provision
+Added: (1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in AOCI that were reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings through August 2024 within “Loss on debt extinguishment, modifications and termination of derivative instruments.”
+Added: The Company’s derivatives are subject to master netting agreements, but there was no impact of offsetting as of December 31, 2024 and 2023.
+Added: As of December 31, 2024 and 2023, the Company has not posted any collateral related to these agreements.
+Added: 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.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: 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.
+Added: Notes to Consolidated Financial Statements
Sale-Leasebacks of Real Estate
−Removed: The Company’s outstanding sale-leaseback financing obligations of real estate-related long-lived assets as of December 31, 2023 and 2022 are as follows:
−Removed: Maturity Interest Rate as of December 31, 2023
−Removed: (In thousands)
+Added: The Company has a series of leases accounted for as failed sale-leaseback financing obligations associated with long-lived real estate assets.
+Added: These obligations were assumed in conjunction with the Company’s acquisition of Agro Merchants Group (“Agro”) in December of 2020 and are further detailed in the table below as of December 31, 2024 and 2023.
+Added: December 31, 2024
+Added: December 31, 2023
+Added: Maturity Interest Rate Balance Maturity Interest Rate Balance
+Added: (In thousands, except percentages)
1 warehouse – 2010
2 unchanged sentences
— — — 9/2027 7.00 % - 19.59 %
−Removed: 78,735 84,406
3 facilities - 2007 (Agro)
4 unchanged sentences
In connection with the Agro acquisition, the Company assumed four sale-leaseback facilities.
−Removed: Agro completed a sale-leaseback transaction for three of its warehouse facilities in 2007 that was accounted for as financing.
+Added: Agro completed a sale-leaseback transaction for three of its warehouse facilities in 2007 that were accounted for as financing obligations.
The initial term of the agreement was 20 years and was amended in 2011 to extend the term to 2031.
The rent payments increase every five years by the lesser of 125 % of the cumulative increase in the Consumer Price Index (“CPI”) over the related five-year period or 9 %.
−Removed: Agro also completed a sale-leaseback transaction for one of its warehouse facilities in 2013 that was accounted for as financing.
+Added: Agro also completed a sale-leaseback transaction for one of its warehouse facilities in 2013 that was accounted for as a financing obligation.
The initial term of the agreement is 20 years and includes six extension options, each for five-years .
3 unchanged sentences
Under the terms of the new lease agreement, the Company will exercise control over the asset for more than 90 % of the asset’s remaining useful life, and it has a purchase option within the last six months of the initial lease term at 95 % of the fair market value as of the date such option is exercised.
−Removed: The transaction was accounted for as a financing.
+Added: The transaction was accounted for as a financing obligation.
In connection with an acquisition completed in 2010, the Company assumed sale-leaseback agreements for 11 warehouses originally entered into in 2007, and received gross proceeds of $ 170.7 million.
2 unchanged sentences
In July 2013, the lease agreements for six of the 11 warehouses were amended to extend the expiration date on four of the warehouse leases to September 2027 and reduce the annual rent increases from 1.75 % to 0.50 % on five of the warehouse leases.
−Removed: All of the 11 warehouses subject to the sale-leaseback transaction continue to be accounted for as a financing.
−Removed: As of December 31, 2023, future minimum lease payments, inclusive of certain obligations to be settled with the residual value of related long-lived assets upon expiration of the lease agreement, of the sale-leaseback financing obligations are as follows:
+Added: During the year ended December 31, 2024, the Company purchased the 11 aforementioned warehouses that were previously accounted for as failed sale-leaseback financing obligations.
+Added: Total cash outflows related to these purchases of $ 191.0 million are included within “Termination of sale-leaseback financing obligations” on the Consolidated Statements of Cash Flows for the year ended December 31, 2024.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
+Added: These purchases resulted in the recognition of a $ 115.1 million Loss on debt extinguishment during the year ended December 31, 2024.
+Added: These amounts are recognized within “Loss on debt extinguishment, modifications and termination of derivative instruments” on the Consolidated Statements of Operations.
+Added: As of December 31, 2024, future minimum lease payments, inclusive of certain obligations to be settled with the residual value of related long-lived assets upon expiration of the lease agreement, of the sale-leaseback financing obligations are as follows:
Years Ending December 31:
12 unchanged sentences
As of December 31, 2024, the rights and obligations with respect to leases which have been signed but have not yet commenced are not material to our financial position or results of operations.
−Removed: The components of lease expense were as follows (in thousands):
+Added: The components of lease expense were as follows:
Years Ended December 31,
1 unchanged sentence
Components of lease expense:
−Removed: Operating lease cost (a)
+Added: (In thousands)
+Added: Operating lease cost (1)
$ 44,883 $ 44,971 $ 52,331
7 unchanged sentences
$ 63,081 $ 65,688 $ 73,090
−Removed: (a) Includes short-term lease and variable lease costs, which are immaterial.
+Added: (1) Includes short-term lease and variable lease costs, which are immaterial.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
Other information related to leases is as follows:
1 unchanged sentence
2024 2023 2022
−Removed: Supplemental Cash Flow Information (in thousands)
+Added: Supplemental Cash Flow Information
+Added: (In thousands)
Cash paid for amounts included in the measurement of lease liabilities
17 unchanged sentences
4.7 % 3.9 % 3.2 %
−Removed: Future minimum lease payments under non-cancellable leases as of December 31, 2023 were as follows (in thousands):
+Added: Future minimum lease payments under non-cancellable leases as of December 31, 2024 were as follows:
Years ending December 31, Operating Lease Payments Finance Lease Payments Total Lease Payments
+Added: (In thousands)
2025 $ 33,492 $ 33,097 $ 66,589
13 unchanged sentences
The Company is party to operating leases only and currently does not have sales-type or direct financing leases.
−Removed: Lease income is included within “Rent, storage and warehouse services” in the accompanying Consolidated Statements of Operations as denoted in Note 22 - Revenues from Contracts with Customers .
+Added: Lease income is included within “Rent, storage, and warehouse services” in the accompanying Consolidated Statements of Operations as denoted in Note 22 - Revenue from Contracts with Customers .
Property, buildings and equipment underlying operating leases is included in “Land” and “Buildings and improvements” on the accompanying Consolidated Balance Sheets.
−Removed: The portion of these assets that are applicable to the operating leases where we are the lessor totaled $ 115.2 million and $ 85.4 million, for Land and Buildings and improvements, on a gross and net basis, respectively, as of December 31, 2023.
−Removed: The portion of these assets that are applicable to the operating leases where we are the lessor totaled $ 118.5 million and $ 91.1 million, for
+Added: The portion of these assets that are applicable
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: Land and Buildings and improvements, on a gross and net basis, respectively, as of December 31, 2022.
−Removed: Depreciation expense for such assets was $ 4.3 million, $ 4.2 million and $ 4.2 million for the years ended December 31, 2023, 2022 and 2021.
−Removed: Future minimum lease payments due from our customers on leases as of December 31, 2023 were as follows (in thousands):
+Added: Notes to Consolidated Financial Statements
+Added: to the operating leases where we are the lessor totaled $ 134.9 million and $ 102.0 million, for Land and Buildings and improvements, on a gross and net basis, respectively, as of December 31, 2024.
+Added: The portion of these assets that are applicable to the operating leases where we are the lessor totaled $ 115.2 million and $ 85.4 million, for Land and Buildings and improvements, on a gross and net basis, respectively, as of December 31, 2023.
+Added: Depreciation expense for such assets was $ 4.8 million, $ 4.3 million and $ 4.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Future minimum lease payments due from our customers on leases as of December 31, 2024 were as follows:
Year ending December 31, Operating Leases
+Added: (In thousands)
2025 $ 50,464
8 unchanged sentences
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and revolving line of credit approximate their fair values due to the short-term maturities of the instruments.
−Removed: The Company’s senior unsecured notes, and term loans are reported on the Consolidated Balance Sheet at their aggregate principal amount less unamortized deferred financing costs.
+Added: The Company’s senior unsecured notes, and term loans are reported on the Consolidated Balance Sheets at their aggregate principal amount less unamortized deferred financing costs.
The fair value, which is only disclosed in the footnote herein, of these financial instruments is estimated based on the present value of the expected coupon and principal payments using a discount rate that reflects the projected performance as of each valuation date.
The inputs used to estimate the fair value of the Company’s senior unsecured notes and term loans are comprised of Level 2 inputs, including senior industrial commercial real estate loan spreads, trading data on comparable unsecured industrial REIT debt, corporate industrial loan indexes, risk-free interest rates, and Level 3 inputs, such as future coupon and principal payments, and projected future cash flows.
−Removed: The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments.
−Removed: Refer to Note 10 -Derivatives for more information regarding valuation techniques of our derivative instruments.
−Removed: There were no transfers between levels within the hierarchy for the years ended December 31, 2023 and 2022, respectively.
−Removed: The Company’s assets and liabilities recorded at fair value on a non-recurring basis include long-lived assets
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: when events or changes in circumstances indicate that the carrying amounts may not be recoverable.
+Added: Notes to Consolidated Financial Statements
+Added: The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments.
+Added: Refer to Note 10 - Derivative Financial Instruments for more information regarding valuation techniques of our derivative instruments.
+Added: There were no transfers between levels within the hierarchy for the years ended December 31, 2024 and 2023, respectively.
+Added: The Company’s assets and liabilities recorded at fair value on a non-recurring basis include long-lived assets when events or changes in circumstances indicate that the carrying amounts may not be recoverable.
The Company estimates the fair values using unobservable inputs classified as Level 3 of the fair value hierarchy.
The Company’s assets and liabilities measured or disclosed at fair value are as follows:
−Removed: Fair Value Hierarchy December 31,
−Removed: (In thousands)
+Added: Fair Value Hierarchy December 31, 2024 December 31, 2023
Measured at fair value on a recurring basis:
−Removed: Interest rate swap asset Level 2 $ 9,581 $ 15,572
−Removed: Interest rate swap liability Level 2 $ 330 —
−Removed: Cross-currency swap asset Level 2 $ 5,899 $ 7,948
+Added: (In thousands)
+Added: Interest rate swap assets
+Added: Level 2 $ 14,141 $ 9,581
+Added: Interest rate swap liabilities
+Added: Level 2 $ 3,021 $ 330
+Added: Foreign exchange swap assets
+Added: Level 2 $ 15,727 $ 5,899
Assets held by various pension plans:
2 unchanged sentences
Level 3 $ 1,107 $ 1,323
+Added: Measured at fair value on a non-recurring basis:
+Added: Certain previously impaired real estate assets Level 3 $ 25,394 $ —
Disclosed at fair value:
−Removed: Senior unsecured notes and term loans (1)
+Added: Public 5.409% Notes Level 2 $ 478,950 $ —
+Added: Senior unsecured notes, term loans, and revolving credit facility (1)
Level 3 $ 2,660,494 $ 2,821,064
−Removed: (1) The carrying value of senior unsecured notes and term loans is disclosed in Note 9-Debt .
+Added: (1) The carrying value of senior unsecured notes, term loans, and revolving credit facility is disclosed in Note 9 - Debt .
Stock-Based Compensation
1 unchanged sentence
The Company issues time-based and market performance-based equity awards.
−Removed: Time-based and cliff vesting market performance-based awards are recognized on a straight-line basis over the associates’ requisite service period, as adjusted for estimate of forfeitures.
+Added: Time-based and cliff vesting market performance-based awards are recognized on a straight-line basis over the associates’ requisite service period, as adjusted for estimated of forfeitures.
The Company’s Board of Directors and certain members of management have the option to elect their annual grant in the form of either restricted stock units (“RSUs”) or OP units.
3 unchanged sentences
Options to purchase shares are granted twice yearly on or about January 1 and July 1, and exercisable on or about the succeeding July 1, and January 1, respectively, of each year.
−Removed: No participant may purchase more than $ 25,000 worth of shares in a six-month offering period, or a maximum of 2,400 shares.
+Added: No participant may purchase more than $ 25,000 worth of shares during the calendar year, or a maximum of 2,400 shares in one offering period.
There are 5,000,000 shares available for issuance under the ESPP.
−Removed: The stock-based compensation cost of the ESPP options are measured based on grant date at fair value and are recognized on a straight-line basis over the offering period.
+Added: The stock-based compensation cost of the ESPP options
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: are measured based on grant date at fair value and are recognized on a straight-line basis over the offering period.
The ESPP did not have a material impact on stock-based compensation expense during the year ended December 31, 2024.
2 unchanged sentences
As of December 31, 2024, there was $ 34.7 million of unrecognized stock‑based compensation expense related to RSUs and OP units, which will be recognized over a weighted-average period of 1.9 years.
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: Americold Realty Trust 2010 Equity Incentive Plans
−Removed: During December 2010, the Company and the common stockholders approved the Americold Realty Trust 2010 Equity Incentive Plan (2010 Plan), whereby the Company could issue stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, and/or dividend equivalents with respect to the Company’s common stock, cash bonus awards, and/or performance compensation awards to certain eligible participants, as defined, based upon a reserved pool of 3,849,976 of the Company’s common shares.
+Added: Americold Realty Trust 2010 Equity Incentive Plan
+Added: During December 2010, the Company and the common stockholders approved the Americold Realty Trust 2010 Equity Incentive Plan (“2010 Plan”), whereby the Company could issue stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, and/or dividend equivalents with respect to the Company’s common stock, cash bonus awards, and/or performance compensation awards to certain eligible participants, as defined in the 2010 plan, based upon a reserved pool of 3,849,976 of the Company’s common stock.
No additional awards may be granted under the 2010 Plan.
3 unchanged sentences
Equity-based awards issued under the 2017 Plan have the rights to receive dividend equivalents on an accrual basis.
−Removed: Dividend equivalents for market performance-based awards are forfeitable in the event of termination for cause or when voluntary departure occurs during the vesting period and otherwise, paid upon the vesting of the awards.
+Added: Dividend equivalents for market performance-based awards are forfeitable in the event of termination for cause or when voluntary departure occurs during the vesting period and are otherwise, paid upon the vesting of the awards.
Time-based awards have the right to receive nonforfeitable dividend equivalent distributions on unvested units throughout the vesting period.
All awards granted under the 2017 Plan dated on March 8, 2020 and thereafter include a retirement provision.
−Removed: The retirement provision allows that if a participant has either attained the age of 65, or has attained the age of 55 and has ten full years of service with the Company, and there are no facts, circumstances or events exist which would give the Company a basis to effect a termination of service for cause, then the award recipient is entitled to continued vesting of any outstanding equity-based awards which include the retirement provision.
+Added: The retirement provision allows that if a participant has either attained the age of 65, or has attained the age of 55 and has ten full years of service with the Company, and there are no facts, circumstances or events existing which would give the Company a basis to effect a termination of service for cause, then the award recipient is entitled to continued vesting of any outstanding equity-based awards which include the retirement provision.
Should the participant choose to retire from the Company, the awards with the retirement provision would continue to vest.
3 unchanged sentences
A pro-rated portion of market-performance based awards granted to recipients who meet the retirement criteria will remain outstanding and eligible to vest based on actual performance through the last day of the performance period based on the number of days during the performance period that the recipient was employed.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Restricted Stock Units
4 unchanged sentences
common stock on the grant date.
−Removed: Market performance-based restricted stock unit awards cliff vest upon the achievement of the performance target, as well as completion of performance period.
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Market performance-based restricted stock unit awards cliff vest upon the achievement of the performance target, as well as completion of the performance period.
The following table summarizes restricted stock unit grants by grantee type during the years ended December 31, 2024, 2023 and 2022:
11 unchanged sentences
Restricted stock units granted for the year ended December 31, 2024 consisted of:
−Removed: (i) 12,036 time-based restricted stock units with a one -year vesting period issued to non-employee directors as part of their annual compensation (ii) 456,017 time-based graded vesting restricted stock units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March (iii) 107,177 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates (iv) 70,915 performance-based restricted stock units issued as part of Project Orion grant with a vesting period of between one to two years .
+Added: (i) 13,834 time-based restricted stock units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 702,072 time-based graded vesting restricted stock units with vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March as well as other off-cycle awards during the year (iii) 135,630 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates and (iv) 1,464 performance-based restricted stock units issued as part of Project Orion grant with a vesting period of one year .
Restricted stock units granted for the year ended December 31, 2023 consisted of:
−Removed: (i) 4,810 time-based restricted stock units with a one -year vesting period issued to non-employee directors as part of their annual compensation (ii) 424,543 time-based graded vesting restricted stock units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March (iii) 131,176 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates.
+Added: (i) 12,036 time-based restricted stock units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 456,017 time-based graded vesting restricted stock units with vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March as well as other off-cycle awards during the year (iii) 107,177 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates (iv) 70,915 performance-based restricted stock units issued as part of Project Orion grant with a vesting period of between one to two years .
Restricted stock units granted for the year ended December 31, 2022 consisted of:
−Removed: (i) 6,616 time-based restricted stock units with a one -year vesting period issued to non-employee directors as part of their annual compensation (ii) 216,269 time-based graded vesting restricted stock units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March (iii) 108,781 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates n connection with the annual grant provided in March and (iv) 679,600 time-based graded vesting restricted stock units with various vesting periods ranging from one to two years issued to certain associates as a retention grant in November of 2021.
−Removed: In January 2022, following the completion of the applicable market-performance period, the Compensation Committee determined that the 51st percentile had been achieved for the 2019 awards and, accordingly, 194,111 units vested immediately, representing a vesting percentage of 91.4 %.
−Removed: In January 2023, following the completion of the applicable market-performance period, the Compensation Committee determined that the 33rd percentile had been achieved for the 2020 awards and, accordingly, 97,517 units vested immediately, representing a vesting percentage of 56 %.
+Added: (i) 4,810 time-based restricted stock units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 424,543 time-based graded vesting restricted stock units with vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March as well as other off-cycle awards during the year and (iii) 131,176 market performance-based cliff vesting restricted stock units with a three-year vesting period issued to certain associates.
+Added: In January 2024, following the completion of the applicable market-performance period, the Compensation Committee determined that the 33rd percentile was achieved for the 2021 awards and, accordingly, approximately 97,517 units vested on January 8, 2024, representing a vesting percentage of 56 %.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
+Added: In January 2025, following the completion of the applicable market-performance period, the Compensation Committee determined that the 28.5th percentile was achieved for the 2022 awards and, accordingly, 155,483 units vested on January 8, 2025, representing a vesting percentage of 57 %.
The following table provides a summary of restricted stock unit activity under the 2010 and 2017 Plans for the year ended December 31, 2024:
6 unchanged sentences
Market-performance adjustment (2)
−Removed: N/A ( 10,834 )
( 366,298 ) ( 36,419 )
6 unchanged sentences
1,045,166 $ 22.4 309,045 $ 6.6
+Added: (1) The number of market performance-based restricted stock units granted are reflected within this table based upon the number of shares of common stock issuable upon achievement of the performance metric at target.
+Added: (2) Represents the decrease in the number of original market-performance units awarded based on the final performance criteria achievement at the end of the defined performance period.
(3) For certain vested restricted stock units, common stock issuance is contingent upon the first to occur of:
5 unchanged sentences
Holders of these certain vested restricted stock units are entitled to receive dividends, but are not entitled to vote until such stock is issued.
−Removed: (2) The number of market performance-based restricted stock units granted are reflected within this table based upon the number of shares of common stock issuable upon achievement of the performance metric at target.
−Removed: (3) Represents the decrease in the number of original market-performance units awarded based on the final performance criteria achievement at the end of the defined performance period.
The weighted average grant date fair value of restricted stock units granted during years 2024, 2023, and 2022 was $ 26.02 , $ 31.12 and $ 27.10 per unit, respectively.
4 unchanged sentences
The awards utilize relative total stockholder return (“TSR”) over a three-year measurement period as the market performance metric.
−Removed: Awards will vest based on the Company’s TSR relative to the MSCI US REIT Index (“RMZ”) over a three-year market performance period, or the Market Performance Period, commencing on January 1st of the grant year and ending on December 31st of the third year, as applicable (or, if earlier, ending on the date on which a change in control of the Company occurs), subject to continued services.
+Added: Awards will vest based on the Company’s TSR relative to the MSCI U.S.
+Added: REIT Index (“RMZ”) over a three-year market performance period, or the Market Performance Period, commencing on January 1st of the grant year and ending on December 31st of the third year, as applicable (or, if earlier, ending on the date on which a change in control of the Company occurs), subject to continued services.
Vesting with respect to the market condition is measured based on the difference between the Company’s TSR percentage and the TSR percentage of the RMZ, or the RMZ Relative Market Performance.
−Removed: In the event that the RMZ Relative Market Performance during the Market Performance Period is achieved at the “threshold,” “target” or “high” level as set forth below, the awards will become vested as to the market condition with respect to the percentage of RSUs, as applicable, set forth below:
+Added: In the event that the RMZ Relative Market Performance during the Market Performance Period is achieved at the
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
+Added: “threshold,” “target” or “high” level as set forth below, the awards will become vested as to the market condition with respect to the percentage of RSUs, as applicable, set forth below:
Performance Level Thresholds RMZ Relative Market Performance Market Performance Vesting Percentage
15 unchanged sentences
2024 29 % 4.29 % N/A
−Removed: (1) Dividends are assumed to be reinvested and therefore not applicable.
(1) Volatility is based on historical stock price
+Added: (2) Dividends are assumed to be reinvested and therefore not applicable.
OP Units Activity
The following table summarizes OP unit grants under the 2017 Plan during the years ended December 31, 2024, 2023 and 2022:
−Removed: Year Ended December 31, Grantee Type Number of
+Added: December 31 Grantee Type Number of
OP Units Granted Vesting
8 unchanged sentences
OP units granted for the year ended December 31, 2024 consisted of:
−Removed: (i) 37,827 time-based OP units with a one year vesting period issued to non-employee directors as part of their annual compensation, (ii) 163,694 time-based graded vesting OP units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March and (iii) 193,560 market performance-based cliff vesting OP units with a three -year vesting period issued to certain associates in connection with the annual grant provided in March.
−Removed: OP units granted for the year ended December 31, 2022 consisted of:
(i) 43,478 time-based OP units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 425,333 time-based
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: graded vesting OP units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March and (iii) 243,986 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March.
+Added: Notes to Consolidated Financial Statements
+Added: graded vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March of 2024 as well as other off-cycle awards during the year and (iii) 236,867 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March of 2024.
OP units granted for the year ended December 31, 2023 consisted of:
−Removed: (i) 22,427 time-based OP units with a one -year vesting period issued to non-employee directors as part of their annual compensation (ii) 102,655 time-based graded vesting OP units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March (iii) 198,007 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March and (iv) 8,200 time-based graded vesting OP units with a two-year vesting period issued to certain associates as a retention grant in November of 2021.
+Added: (i) 37,827 time-based OP units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 163,694 time-based graded vesting OP units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March of 2023 as well as other off-cycle awards during the year and (iii) 193,560 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March of 2023.
+Added: OP units granted for the year ended December 31, 2022 consisted of:
+Added: (i) 35,593 time-based OP units with a one-year vesting period issued to non-employee directors as part of their annual compensation (ii) 98,994 time-based graded vesting OP units with various vesting periods ranging from one to three years issued to certain associates in connection with the annual grant provided in March of 2022 as well as other off-cycle awards during the year (iii) 243,986 market performance-based cliff vesting OP units with a three-year vesting period issued to certain associates in connection with the annual grant provided in March of 2022.
The following table provides a summary of the OP unit activity under the 2017 Plan for the year ended December 31, 2024:
15 unchanged sentences
The weighted average grant date fair value of non-vested OP units was $ 27.38 and $ 30.67 per unit as of December 31, 2024 and 2023, respectively.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Stock Options Activity
10 unchanged sentences
The total intrinsic value of options exercised for the years ended December 31, 2024, 2023 and 2022 was $ 0.4 million , $ 0.1 million, and $ 1.9 million, respectively.
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
As discussed in Note 2 - Summary of Significant Accounting Policies , the Company operates in compliance with REIT requirements for federal income tax purposes.
3 unchanged sentences
A provision for taxes of the TRSs and of foreign branches of the REIT is included in our Consolidated Financial Statements.
−Removed: The unremitted earnings and basis of certain foreign subsidiaries are indefinitely reinvested, except principally in Canada.
−Removed: Determination of that liability is not practicable.
+Added: The unremitted earnings and basis of certain foreign subsidiaries are indefinitely reinvested and the determination of that liability is not practicable.
If our plans change in the future or if we elect to repatriate the unremitted earnings of our foreign subsidiaries, we would be subject to additional income taxes which could result in a higher effective tax rate.
4 unchanged sentences
There was no material taxable deemed dividend estimated or recorded for the Company for 2024, 2023 and 2022.
−Removed: Following is a summary of the income from continuing operations before income taxes in the U.S.
+Added: The international tax framework introduced by the OECD under its Pillar 2 initiative includes a global minimum tax of 15%.
+Added: Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and is effective for the Company's 2024 year end.
+Added: The Company has assessed this legislation, and the Pillar 2 provisions do not have a material impact on the Company’s tax expense.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: The following is a summary of the loss from continuing operations before income taxes for the years ended December 31, 2024, 2023 and 2022 in the U.S.
and foreign operations:
+Added: Years Ended December 31,
2024 2023 2022
−Removed: Income/(loss) from continuing operations before income taxes (In thousands)
+Added: Loss from continuing operations before income taxes
+Added: (In thousands)
$ ( 19,509 ) $ ( 35,662 ) $ 37,040
(83.668) ( 292,427 ) ( 66,968 )
−Removed: Total Pre-tax book income/(loss) from continuing operations before income taxes
+Added: Total loss from continuing operations before income taxes
$ ( 103,177 ) $ ( 328,089 ) $ ( 29,928 )
The benefit (expense) for income taxes from continuing operations for the years ended December 31, 2024, 2023 and 2022 is as follows:
+Added: Years Ended December 31,
2024 2023 2022
12 unchanged sentences
$ 8,428 $ 2,273 $ 18,836
−Removed: Income tax benefit attributable to income from continuing operations before income taxes differs from the
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: amounts computed by applying the U.S.
−Removed: statutory federal income tax rate of 21% to income from continuing operations before income taxes.
−Removed: The reconciliation between the statutory rate and reported amount is as follows:
+Added: Income tax benefit attributable to loss from continuing operations before income taxes differs from the amounts computed by applying the U.S.
+Added: statutory federal income tax rate of 21% to loss from continuing operations before income taxes.
+Added: The reconciliation between the statutory rate and reported amount for the years ended December 31, 2024, 2023 and 2022 is as follows:
+Added: Years Ended December 31,
2024 2023 2022
(In thousands)
−Removed: Income tax benefit (expense) from continuing operations at statutory rates
+Added: Income tax benefit from continuing operations at statutory rates
$ 21,667 $ 68,899 $ 6,285
11 unchanged sentences
Change in status of investment — — 6,503
−Removed: Change in enacted tax rate — — ( 11,802 )
2,021 468 606
$ 8,428 $ 2,273 $ 18,836
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities as of December 31, 2024 and 2023 are as follows:
29 unchanged sentences
TRS has gross U.S.
−Removed: federal net operating loss carryforwards of approximately $ 57.7 million, of which $ 11.5 million was generated prior to 2018 and will expire between 2033 and 2036.
−Removed: The remaining $ 46.2 million in losses have no expiration, but can only be used to offset up to 80% of future taxable income annually.
−Removed: These losses are subject to an annual limitation under IRC section 382 as a result of our IPO and a subsequent ownership change that occurred in March of 2019;
+Added: federal net operating loss carryforwards of approximately $ 25.0 million with no expiration, but can only be used to offset up to 80% of future taxable income annually.
+Added: These losses are subject to an annual limitation under Internal Revenue Code (IRC) section 382 as a result of our IPO and a subsequent ownership change that occurred in March of 2019;
however, the limitation should not impair the Company’s ability to utilize the losses.
5 unchanged sentences
The remaining $ 9.9 million was generated after 2017 and have no expiration.
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
The Company has gross foreign net operating loss carryforwards of approximately $ 121.7 million, of which $ 32.1 million will expire at various times between 2025 and 2041.
6 unchanged sentences
However, for U.S.
−Removed: income tax purposes, the 2012, 2013, and 2016 remain open, to the extent that net operating losses were generated in those years and continue to be subject to adjustments from taxing authorities in the tax year they are utilized.
+Added: income tax purposes, the 2012, 2013,
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: and 2016 remain open, to the extent that net operating losses were generated in those years and continue to be subject to adjustments from taxing authorities in the tax year they are utilized.
Employee Benefit Plans
7 unchanged sentences
The Company uses a December 31 measurement date for each plan.
−Removed: During 2023, the Company terminated the Americold Retirement Income Plan (“ARIP”), which resulted in the recognition of a settlement loss of $ 2.5 million.
+Added: During 2023 , the Company terminated the ARIP, which resulted in the recognition of a settlement loss of $ 2.5 million.
Refer to Note 1 - Description of the Business of the Consolidated Financial Statements for additional information.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
Actuarial information regarding these plans is as follows:
Americold Retirement
−Removed: Income Plan National
+Added: Income Plan (ARIP) National
Service-Related Pension Plan (NSRPP) Other
7 unchanged sentences
— ( 1,262 ) ( 20 ) ( 74 ) ( 70 ) ( 1,426 )
−Removed: Actuarial (loss) gain
+Added: Actuarial gain (loss)
— 1,610 16 ( 109 ) 274 1,791
3 unchanged sentences
— — — ( 16 ) — ( 16 )
−Removed: Foreign currency translation loss
+Added: Foreign currency translation gain
— — — 143 158 301
16 unchanged sentences
— — — 43 — 43
−Removed: Foreign currency translation (loss) gain
+Added: Foreign currency translation loss
— — — ( 436 ) ( 66 ) ( 502 )
+Added: — — — — ( 273 ) ( 273 )
Fair value of plan assets – end of year
5 unchanged sentences
$ — $ 1,047 $ ( 474 ) $ 49 $ ( 983 ) $ ( 361 )
−Removed: Accumulated other comprehensive (loss) income
−Removed: 3,699 ( 267 ) ( 68 ) 93 ( 142 ) 3,315
−Removed: Amounts in accumulated other comprehensive loss consist of:
−Removed: Net loss (gain)
+Added: Accumulated other comprehensive (income) loss
— ( 1,030 ) ( 74 ) 96 ( 307 ) ( 1,315 )
−Removed: Prior service cost
+Added: Amounts in accumulated other comprehensive loss (income) consist of:
+Added: Net (gain) loss
$ — $ ( 1,030 ) $ ( 74 ) $ 96 $ ( 307 ) $ ( 1,315 )
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income):
−Removed: Net loss (gain)
+Added: Net (gain) loss
$ — $ ( 700 ) $ ( 16 ) $ 13 $ 99 $ ( 604 )
−Removed: Amortization of net (gain) loss
+Added: Amortization of net loss (gain)
— 60 5 — ( 21 ) 44
−Removed: Amount recognized due to settlement
+Added: Amount recognized due to special event
— 44 5 — — 49
1 unchanged sentence
— — — ( 4 ) — ( 4 )
−Removed: Effect of tax 3,005 — — — — 3,005
−Removed: Total recognized in other comprehensive (income) loss
+Added: Total recognized in other comprehensive loss (income)
$ — $ ( 596 ) $ ( 6 ) $ 9 $ 78 $ ( 515 )
6 unchanged sentences
N/A N/A $ — $ 1,663 $ 1,107 $ 2,770
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: Income Plan National
−Removed: Service-Related Pension Plan Other
−Removed: Post-Retirement Benefits Superannuation Austria Plans Total
+Added: Notes to Consolidated Financial Statements
+Added: Americold Retirement
+Added: Income Plan (ARIP) National
+Added: Service-Related Pension Plan (NSRPP) Other
+Added: Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Change in benefit obligation:
5 unchanged sentences
( 1,603 ) ( 1,322 ) ( 21 ) ( 64 ) ( 84 ) ( 3,094 )
−Removed: Actuarial gain (loss)
+Added: Actuarial (loss) gain
( 1,199 ) ( 474 ) 11 ( 209 ) 130 ( 1,741 )
3 unchanged sentences
— — — ( 18 ) — ( 18 )
−Removed: Foreign currency translation gain
+Added: Foreign currency translation loss
— — — — ( 76 ) ( 76 )
16 unchanged sentences
— — — 47 — 47
−Removed: Foreign currency translation gain
+Added: Foreign currency translation (loss) gain
— — — ( 154 ) 77 ( 77 )
8 unchanged sentences
3,699 ( 267 ) ( 68 ) 93 ( 142 ) $ 3,315
−Removed: Amounts in accumulated other comprehensive loss consist of:
+Added: Amounts in accumulated other comprehensive loss (income) consist of:
+Added: Net loss (gain)
$ 3,699 $ ( 267 ) $ ( 68 ) $ 93 $ ( 142 ) $ 3,315
−Removed: Prior service cost
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income):
3 unchanged sentences
( 646 ) 77 2 — ( 14 ) ( 581 )
−Removed: Amortization of prior service cost
−Removed: — — — ( 21 ) — ( 21 )
Amount recognized due to settlement
( 2,152 ) — — — — ( 2,152 )
−Removed: Foreign currency translation loss
+Added: Foreign currency translation gain
— — — ( 35 ) — ( 35 )
10 unchanged sentences
N/A N/A $ — $ 1,633 $ 1,312 $ 2,945
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
The components of net period benefit cost for the years ended December 31, 2024, 2023 and 2022 are as follows:
December 31, 2024
−Removed: Retirement Income Plan NSRPP OPRB Superannuation Austria Plans Total
+Added: Americold Retirement
+Added: Income Plan (ARIP) National
+Added: Service-Related Pension Plan (NSRPP) Other
+Added: Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Components of net periodic benefit cost:
5 unchanged sentences
— ( 1,214 ) — ( 117 ) — ( 1,331 )
−Removed: Amortization of net loss (gain)
+Added: Amortization of net (gain) loss
— ( 60 ) ( 5 ) — 21 ( 44 )
1 unchanged sentence
— ( 44 ) ( 5 ) — — ( 49 )
−Removed: Net pension benefit cost (income)
+Added: Net pension benefit (income) cost
$ — $ ( 56 ) $ 10 $ 1 $ 165 $ 120
December 31, 2023
−Removed: Retirement Income Plan NSRPP OPRB Superannuation Austria Plans Total
+Added: Americold Retirement
+Added: Income Plan (ARIP) National
+Added: Service-Related Pension Plan (NSRPP) Other
+Added: Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Components of net periodic benefit cost:
5 unchanged sentences
( 1,120 ) ( 1,285 ) — ( 69 ) — ( 2,474 )
−Removed: Amortization of net loss
−Removed: 101 117 — — ( 13 ) 205
−Removed: Amortization of prior service cost
+Added: Amortization of net loss (gain)
646 ( 77 ) ( 2 ) — 14 581
1 unchanged sentence
2,152 — — — — 2,152
−Removed: Net pension benefit (income) cost
+Added: Net pension benefit cost (income)
$ 3,281 $ ( 40 ) $ 19 $ 43 $ 200 $ 3,503
December 31, 2022
−Removed: Retirement Income Plan NSRPP OPRB Superannuation Austria Plans Total
+Added: Americold Retirement
+Added: Income Plan (ARIP) National
+Added: Service-Related Pension Plan (NSRPP) Other
+Added: Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Components of net periodic benefit cost:
5 unchanged sentences
( 2,702 ) ( 2,094 ) — ( 77 ) — ( 4,873 )
−Removed: Amortization of net loss
+Added: Amortization of net loss (gain)
101 117 — — ( 13 ) 205
5 unchanged sentences
$ ( 1,257 ) $ ( 987 ) $ — $ 22 $ 106 $ ( 2,116 )
−Removed: The service cost component of defined benefit pension cost and postretirement benefit cost are presented in “Selling, general, and administrative”, and the effect of settlement of the Americold Retirement Income Plan (the “ARIP”) is reflected in the “Acquisition, cyber incident, and other, net”, and all other components of net period benefit cost are presented in “Other, net” on the Consolidated Statements of Operations.
−Removed: The Company recognizes all changes in the fair value of plan assets and net actuarial gains or losses at December 31 each year.
−Removed: Prior service costs and gains/losses are amortized based on a straight-line method over the average future service of members that are expected to receive benefits.
+Added: The service cost component of defined benefit pension cost and postretirement benefit cost are presented in “Selling, general, and administrative”, the effect of settlement of the ARIP in 2023 is reflected in “Acquisition,
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
+Added: cyber incident, and other, net”, and all other components of net period benefit cost are presented in “Other, net” on the Consolidated Statements of Operations.
+Added: The Company recognizes all changes in the fair value of plan assets and net actuarial gains or losses at December 31 each year.
+Added: Prior service costs and gains/losses are amortized based on a straight-line method over the average future service of members that are expected to receive benefits.
All actuarial gains/losses are exposed to amortization over an average future service period of 5.5 years for the National Service-Related Pension Plan, 3.6 years for Other Post-Retirement Benefits, 6.5 years for Superannuation, and 4.3 years for Austria Plans as of December 31, 2024.
1 unchanged sentence
December 31, 2024
−Removed: Retirement Income
−Removed: Plan NSRPP OPRB Superannuation Austria Plans
+Added: ARIP NSRPP OPRB Superannuation Austria Plans
Weighted-average assumptions used to determine obligations (balance sheet):
11 unchanged sentences
December 31, 2023
−Removed: Retirement Income
−Removed: Plan NSRPP OPRB Superannuation Austria Plans
+Added: ARIP NSRPP OPRB Superannuation Austria Plans
Weighted-average assumptions used to determine obligations (balance sheet):
Discount rate
−Removed: 5.02 % 5.11 % 4.81 % 5.40 % 3.78 %
+Added: N/A 4.90 % 4.57 % 5.25 % 3.41 %
Rate of compensation increase
2 unchanged sentences
Discount rate
−Removed: 2.49 % 2.77 % 1.95 % 2.55 % 0.94 %
+Added: N/A 5.11 % 4.81 % 5.40 % 3.78 %
Expected return on plan assets
−Removed: 6.50 % 6.50 % N/A 5.00 % N/A
+Added: N/A 5.50 % N/A 5.00 % N/A
Rate of compensation increase
N/A N/A N/A 2.50 % N/A
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
December 31, 2022
−Removed: Retirement Income
−Removed: Plan NSRPP OPRB Superannuation Austria Plans
+Added: ARIP NSRPP OPRB Superannuation Austria Plans
Weighted-average assumptions used to determine obligations (balance sheet):
10 unchanged sentences
N/A N/A N/A 2.50 % N/A
−Removed: The estimated net loss for the defined benefit plans in the U.S.
−Removed: that will be amortized from accumulated other comprehensive loss into net periodic benefit cost during 2024 is less than $ 0.1 million.
−Removed: There is no estimated prior
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: service cost associated with this plan to be amortized from accumulated other comprehensive income during 2024.
−Removed: There is no estimated net gain for the Superannuation Plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2024.
−Removed: The estimated prior service cost associated with this plan to be amortized from accumulated other comprehensive income during 2024 is nominal.
+Added: The estimated net gain for the defined benefit plans in the U.S.
+Added: that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2025 is less than $ 0.2 million.
+Added: There are no estimated prior service costs associated with these plans to be amortized from accumulated other comprehensive income during 2025.
+Added: There are no estimated net gains for the Superannuation Plan or Austria Plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2025.
+Added: The estimated prior service costs associated with these plans to be amortized from accumulated other comprehensive income during 2025 is nominal.
The Company’s overall investment strategy is to achieve a mix of investments for long-term growth and near-term benefit payments.
8 unchanged sentences
All plans are invested to maximize the return on assets while minimizing risk by diversifying across a broad range of asset classes.
−Removed: The fair values of the Company’s pension plan assets by category, are as follow:
−Removed: As of December 31, 2023
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: The fair values of the Company’s pension plan assets by category, are as follows:
+Added: December 31, 2024
Level 1 Level 2 Level 3 Total
5 unchanged sentences
Real estate (2)
−Removed: — 1,597 — 1,597
Common/collective trusts
2 unchanged sentences
$ 22,052 $ 4,010 $ 1,107 $ 27,169
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: As of December 31, 2022
+Added: December 31, 2023
Level 1 Level 2 Level 3 Total
10 unchanged sentences
$ 24,564 $ 4,425 $ 1,323 $ 30,312
−Removed: (1) Includes funds either publicly traded (Level 1) or within a separate account (Level 2) held by a regulated investment company.
−Removed: These funds hold primarily debt and fixed-income securities.
+Added: (1) Includes publicly traded funds which primarily hold debt and fixed-income securities.
(2) Includes funds in a separate account held by a regulated investment company that invest primarily in commercial real estate and includes mortgage loans which are backed by the associated properties.
4 unchanged sentences
The pension assets are classified as Level 2 when the net asset value is based on a quoted price on a private market that is not active and the underlying investments are traded on an active market.
+Added: The pension assets are classified as Level 3 when fair value is determined using unobservable inputs.
+Added: These unobservable inputs reflect the company’s own assumptions based on the best available information.
The Company expects to contribute an immaterial amount to certain plans during 2025 based on the expected funded status of the plans.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Estimated Future Benefit Payments
7 unchanged sentences
The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects:
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
• Assets contributed to the multi-employer plan by one employer may be used to provide benefits to associates of other current or former participating employers.
2 unchanged sentences
Additionally, such withdrawal is subject to collective bargaining.
−Removed: The table below outlines the Company’s participation in multi-employer pension plans for the periods ended December 31, 2023, 2022 and 2021, and sets forth the contributions into each plan (in thousands).
+Added: The table below outlines the Company’s participation in multi-employer pension plans for the periods ended December 31, 2024, 2023 and 2022, and sets forth the contributions into each plan.
The Company currently participates in certain of these plans in its warehouse segment, and previously on behalf of a customer within its Third-party managed segment.
The participation in certain plans related to the Third-party managed agreements were transitioned to a new third-party provider during 2022.
−Removed: Under the terms of the operating agreements, the contributions made to these funds were reimbursed to the Company by the customer as a pass-through cost within Third-party managed revenue.
+Added: Under the terms of the operating agreements, the contributions made to these funds were reimbursed to the Company by the customer as a pass-through cost within Third-party managed revenues.
The approximate proportion of contributions to these plans on behalf of the customer is denoted below the table.
4 unchanged sentences
As of December 31, 2024, for the plans included in the table below with a Zone Status of Yellow, the fund has implemented a financial improvement plan (“FIP”), and for the plans with a Zone Status of Red, the fund has implemented a rehabilitation plan (“RP”).
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
The Company’s collective-bargained contributions satisfy the requirements of all implemented FIPs and RPs and do not currently require the payment of any surcharges.
3 unchanged sentences
The Company contributes to multi-employer plans that cover approximately 36 % of union associates as of December 31, 2024.
−Removed: The amounts charged to expense within the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 were $ 7.2 million, $ 20.9 million and $ 19.1 million, respectively.
Projected minimum contributions required for the upcoming fiscal year are approximately $ 3.6 million.
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: The table below presents the amounts charged to expense within the Consolidated Statements of Operations for the Company’s contributions to the multi-employer plans for the years ended December 31, 2024, 2023 and 2022.
Pension Fund EIN Zone Status Americold Contributions
20 unchanged sentences
$ 3,413 $ 7,196 $ 20,936
+Added: (1) The status information is for the plan’s year end at January 31, 2024 and 2023.
(2) The status information is for the plans’ year end at December 31, 2024 and 2023.
−Removed: (2) The status information is for the plans’ year end at January 31, 2023 and 2022.
−Removed: (3) The status information is for the plans’ year end at September 30, 2023 and 2022.
+Added: (3) A portion of the Company’s participation in this plan related to Third-party managed sites that the Company no longer manages as of December 31, 2022.
+Added: (4) The status information is for the plan’s year end at September 30, 2024 and 2023.
The Company withdrew from the multi-employer plan on October 31, 2017.
−Removed: The related liability of $ 7.5 million as of December 31, 2023 is reflected in “Multiemployer pension plan withdrawal liability” on the accompanying Consolidated Balance Sheets and will be repaid over the next 25 years.
−Removed: (4) The status information is for the plans’ year end at June 30, 2023 and 2022.
−Removed: (5) Approximately 70 % of total contributions made during each of the years ended December 31, 2022, and 2021 related to Third-party managed sites that the Company has ceased operating agreements for as of December 31, 2023, and for which it received reimbursement of these costs.
+Added: The related liability of $ 6.0 million as of December 31, 2024 is reflected in “Other liabilities” on the accompanying Consolidated Balance Sheets and will be repaid over the next 23 years.
+Added: (5) The status information is for the plan’s year end at June 30, 2024 and 2023.
+Added: (6) As of December 31, 2022, the Company no longer participates in this fund as the Company no longer manages the related Third-party managed sites.
+Added: (7) Approximately 70% of total contributions made during each of the year ended December 31, 2022, related to Third-party managed sites that the Company has ceased operating agreements for as of December 31, 2022, and for which it received reimbursement of these costs.
As a result of ceasing the operating agreements, the Company will no longer be required to contribute to these Funds related to the former Third-party managed operations
−Removed: (6) A portion of the Company’s participation in this plan related to Third-party managed sites that the Company no longer manages as of December 31, 2023.
−Removed: (7) As of December 31, 2023, the Company no longer participates in these funds as the Company no longer manages the related Third-party managed sites.
Government-Sponsored Plans
The Company contributes to certain government-sponsored plans in Australia and Argentina.
−Removed: The amounts charged to expense within the Consolidated Statements of Operations and for the years ended December 31, 2023, 2022 and 2021 were $ 8.3 million, $ 7.7 million and $ 7.3 million, respectively.
−Removed: Defined Contribution Plan
+Added: The amounts charged to expense recognized in Selling, general, and administrative expenses on the Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 were $ 9.1 million, $ 8.3 million and $ 7.7 million, respectively.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: Defined Contribution Plans
The Company has defined contribution employee benefit plans, which cover all eligible associates.
1 unchanged sentence
The Company matches a percentage of each employee’s contributions consistent with the provisions of the plans.
−Removed: The aggregate cost of our contributions to the 401(k) Plan charged to expense within the Consolidated Statements of Operations for each of the years ended December 31, 2023, 2022 and 2021 was $ 11.9 million, $ 11.4 million and $ 9.0 million , respectively.
+Added: The aggregate cost of our contributions to the 401(k) plans charged to expense in Selling, general, and administrative expenses on the Consolidated Statements of Operations for each of the years ended December 31, 2024, 2023 and 2022 was $ 11.8 million, $ 11.9 million and $ 11.4 million, respectively.
Deferred Compensation
2 unchanged sentences
The Company contribution amounts charged to expense relative to this plan were nominal for the years ended December 31, 2024, 2023 and 2022.
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
Commitments and Contingencies
Collective Bargaining Agreements
−Removed: As of December 31, 2023, worldwide we employed 14,706 people.
+Added: As of December 31, 2024, we employed 13,755 people worldwide.
As of December 31, 2024, approximately 31 % of our associates were represented by various local labor unions and associations.
−Removed: During 2024, the Company will be renegotiating 20 collective bargaining agreements, which make up approximately 11 % of our employee population.
+Added: During 2025, the Company expects to renegotiate 12 collective bargaining agreements, which make up approximately 5 % of our associate population.
The Company does not anticipate any workplace disruptions during this renegotiation process.
−Removed: April 2023 Cyber Incident
−Removed: On April 26, 2023, the Company became aware of a Cyber Incident which is further described in Note 1 - Description of the Business .
−Removed: As a result of the Cyber Incident, 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.
−Removed: A s of December 31, 2023 , the Company recorded an accrual of $ 5.2 million.
−Removed: 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.
+Added: Cybersecurity Incident
+Added: As a result of the Cyber Incident referenced in Note 1 - Description of the Business , 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.
+Added: A s of December 31, 2024 , the Company maintains an accrual of $ 5.3 million, which represents management’s best estimate of the amount of loss related to unsettled claims based on its evaluation of the relevant contract terms and other relevant facts and circumstances to date.
+Added: Actual losses may differ from the amounts accrued based on the ultimate resolution of customer claims.
Legal Proceedings
1 unchanged sentence
If the assessment of a contingency suggests that a loss is probable, and the amount can be reasonably estimated, then a loss is recorded.
−Removed: In addition to the matters discussed below, the Company may be subject to litigation and claims arising from the ordinary course of business.
+Added: 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.
−Removed: Preferred Freezer Services, LLC Litigation
−Removed: On February 11, 2019, Preferred Freezer Services, LLC (“PFS”) moved by Order to Show Cause in the Supreme Court of the State of New York, New York County, asserting breach of contract and other claims against the Company and seeking to preliminarily enjoin the Company from acting to acquire certain properties leased by PFS.
−Removed: In its complaint and request for preliminary injunctive relief, PFS alleged that the Company breached a confidentiality agreement entered into in connection with the Company’s participation in a bidding process for the sale of PFS by contacting PFS’s landlords and by using confidential PFS information in bidding for the properties leased by PFS (the “PFS Action”).
−Removed: PFS’s request for a preliminary injunction was denied after oral argument on February 26, 2019.
−Removed: On March 1, 2019, PFS filed an application for interim injunctive relief from the Appellate Division of the Supreme Court, First Judicial Department (“the First Department”).
−Removed: On April 2, 2019, while its application to the First Department was pending, PFS voluntarily dismissed its state court action, and First Department application, and re-filed substantially the same claims against the Company in the U.S.
−Removed: District Court for the Southern District of New York.
−Removed: In addition to an order enjoining Americold from making offers to purchase the properties leased by PFS, PFS sought compensatory, consequential and/or punitive
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: The Company filed a motion to require PFS to reimburse the Company for its legal fees it incurred for the state court action before PFS is allowed to proceed in the federal court action.
−Removed: On February 18, 2020, the Court granted Americold’s request for an award of legal fees from PFS but declined to stay the case pending payment of that award.
−Removed: As to the amount of the award, the Company and PFS have entered into a stipulation that PFS will pay Americold $ 0.6 million to reimburse the Company for its legal fees upon conclusion of the case.
−Removed: PFS has since amended its complaint, and Americold has filed a motion to dismiss that amended complaint.
−Removed: The Company denies the allegations and believes PFS’s claims are without merit and intends to vigorously defend itself against the allegations.
−Removed: Given the status of the proceedings to date, a liability cannot be reasonably estimated.
−Removed: The Company believes the ultimate outcome of this matter will not have a material adverse impact on its consolidated financial statements.
+Added: Notes to Consolidated Financial Statements
Environmental Matters
4 unchanged sentences
The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available.
−Removed: The Company recorded nominal environmental liabilities in accounts payable and accrued expenses as of December 31, 2023 and 2022.
+Added: The Company had nominal amounts recorded as environmental liabilities in “Accounts payable and accrued expenses ” as of December 31, 2024 and 2023 on the Consolidated Balance Sheets.
+Added: Most of the Company’s warehouses utilize ammonia as a refrigerant.
+Added: 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.
+Added: 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.
3 unchanged sentences
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.
−Removed: There are no material unrecorded liabilities as of December 31, 2023, and any liabilities associated with these considerations are considered remote and not estimable.
−Removed: Most of the Company’s warehouses utilize ammonia as a refrigerant.
−Removed: 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.
+Added: There were no material unrecorded contingent liabilities as of December 31, 2024 and 2023.
Occupational Safety and Health Act (“OSHA”)
4 unchanged sentences
The Company believes that it is in substantial compliance with all OSHA regulations and that no material unrecorded liabilities exist as of December 31, 2024 and 2023.
−Removed: Future changes in applicable environmental laws or regulations, or in the interpretation of such laws and regulations, could negatively impact us.
+Added: Future changes in applicable environmental laws or regulations, or in the interpretation of such laws and regulations, could negatively impact the Company.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: Accumulated Other Comprehensive Income (Loss)
−Removed: 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).
+Added: Notes to Consolidated Financial Statements
+Added: Accumulated Other Comprehensive Loss
+Added: The Company reports activity in Accumulated other comprehensive income (loss) (“AOCI”) for foreign currency translation adjustments, including the translation adjustment for investments in partially owned entities, unrealized gains and losses on designated derivatives, and minimum pension liability adjustments (net of tax).
The activity in AOCI for the years ended December 31, 2024, 2023 and 2022 is as follows:
2 unchanged sentences
(In thousands)
−Removed: Opening accumulated other comprehensive income (loss)
−Removed: $ ( 6,050 ) $ 4,522 $ ( 4,379 )
+Added: Opening balance - accumulated other comprehensive (loss) income $ ( 16,640 ) $ ( 6,050 ) $ 4,522
Pension and other postretirement benefits:
Balance at beginning of period, net of tax $ 383 $ 2,682 $ 5,058
−Removed: $ 2,682 $ 5,058 $ ( 3,271 )
−Removed: (Loss) gain arising during the period
−Removed: ( 2,299 ) ( 2,397 ) 6,821
+Added: Gain (loss) arising during period 515 ( 2,299 ) ( 2,397 )
Amortization of prior service cost — — 21
+Added: Net gain (loss) on pension and other postretirement benefit 515 ( 2,299 ) ( 2,376 )
Balance at end of period, net of tax $ 898 $ 383 $ 2,682
−Removed: 383 2,682 5,058
Foreign currency translation adjustments:
Balance at beginning of period, net of tax $ ( 31,587 ) $ ( 26,650 ) $ ( 3,136 )
−Removed: $ ( 26,650 ) $ ( 3,136 ) $ 3,179
Cumulative translation adjustment ( 71,343 ) 26,956 ( 90,482 )
+Added: Removal of hedge designation ( 10,410 ) — —
Derecognition of cumulative foreign currency translation upon deconsolidation of entity contributed to a joint venture — — 4,970
−Removed: Derivative net investment hedges ( 31,893 ) 61,998 —
+Added: Non-derivative net investment hedges 67,312 ( 31,893 ) 61,998
+Added: Net loss on foreign currency translation ( 14,441 ) ( 4,937 ) ( 23,514 )
Balance at end of period, net of tax $ ( 46,028 ) $ ( 31,587 ) $ ( 26,650 )
−Removed: ( 31,587 ) ( 26,650 ) ( 3,136 )
Designated derivatives:
Balance at beginning of period, net of tax $ 14,564 $ 17,918 $ 2,600
−Removed: 17,918 $ 2,600 $ ( 4,287 )
Cash flow hedge derivatives 27,765 8,532 21,505
Net amount reclassified from AOCI to net loss ( 24,478 ) ( 11,886 ) ( 6,187 )
+Added: Net gain (loss) on designated derivatives 3,287 ( 3,354 ) 15,318
Balance at end of period, net of tax $ 17,851 $ 14,564 $ 17,918
−Removed: 14,564 17,918 2,600
−Removed: Closing accumulated other comprehensive (loss) income
−Removed: $ ( 16,640 ) $ ( 6,050 ) $ 4,522
−Removed: (1) Amounts reclassified from AOCI for pension liabilities are recognized in “Selling, general and administrative” in the accompanying consolidated statements of operations.
−Removed: Geographic Concentrations
−Removed: The following table provides geographic information for the Company’s total revenues for the years ended December 31, 2023, 2022 and 2021, and total assets as of December 31, 2023 and 2022:
−Removed: Total Revenues Total Assets
−Removed: 2023 2022 2021 2023 2022
−Removed: (In thousands)
−Removed: North America
−Removed: $ 2,125,459 $ 2,309,496 $ 2,092,046 $ 6,369,346 $ 6,366,012
−Removed: Europe 264,623 325,714 321,705 926,920 1,157,723
−Removed: 267,948 262,126 281,164 533,581 493,518
−Removed: South America
−Removed: 15,299 17,399 19,875 39,405 87,308
−Removed: $ 2,673,329 $ 2,914,735 $ 2,714,790 $ 7,869,252 $ 8,104,561
−Removed: The following table provides long-lived assets by geography for the years ended December 31, 2023 and 2022:
+Added: Closing balance - accumulated other comprehensive loss $ ( 27,279 ) $ ( 16,640 ) $ ( 6,050 )
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: Long-Lived Assets
+Added: Notes to Consolidated Financial Statements
+Added: Geographic Concentrations
+Added: The following table provides total and long-lived assets by geography as of December 31, 2024 and 2023:
+Added: Long-Lived Assets Total Assets
+Added: December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023
(In thousands)
7 unchanged sentences
Segment Information
−Removed: Our principal operations are organized into three reportable segments:
+Added: Our operating segments are aggregated into three reportable segments:
Warehouse, Transportation, and Third-party managed.
2 unchanged sentences
Our handling services optimize our customer’s product movement through the cold chain, including placement, case-picking, blast freezing, e-commerce fulfillment, and other recurring handling services.
+Added: Significant warehouse segment expenses include labor, power, other facilities costs, and other service costs.
+Added: Labor - Labor, the most significant part of warehouse expenses, covers wages, benefits, workers' compensation.
+Added: Power - The cost of power, also a significant cost of operations, fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required.
+Added: Other Facilities Costs - Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating lease rent charges, security, and other related facilities costs.
+Added: Other Service Costs - Other services costs include equipment costs, warehouse consumables (e.g.
+Added: shrink-wrap), employee protective equipment, warehouse administration and other related services costs.
• Transportation.
3 unchanged sentences
, arranging and overseeing transportation of customer inventory) and dedicated transportation, each designed to improve efficiency and reduce transportation and logistics costs to our customers.
+Added: Table of Con tents
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: Transportation services cost of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability.
+Added: In select markets, we use our drivers and assets, incurring costs like wages, fuel, tolls, insurance, and maintenance to operate these assets.
• Third party managed.
Under our third-party managed segment, we manage warehouses on behalf of third parties and provide warehouse management services to leading food manufacturers and retailers in their owned facilities.
−Removed: We believe using our third-party management services allows our customers to increase efficiency, lower costs, reduce supply-chain risks and focus on their core businesses.
+Added: Third-party managed services cost of operations , which are recognized on a pass through basis, primarily consist of labor charges similar to those described above as a component of warehouse costs of operations
During the fourth quarter of 2022, we strategically transitioned the management of our largest third-party managed customer’s warehouses to a new third-party provider, and our operations ceased.
As part of this transition, we agreed to continue to process certain costs for this customer for a period of time, and will continue to receive reimbursement for all such costs.
−Removed: The accounting polices used in the preparation of our reportable segments financial information are the same as those used in the preparation of its consolidated financial statements.
−Removed: Our chief operating decision maker uses revenues and segment contribution to evaluate segment performance.
+Added: The accounting policies used in the preparation of our reportable segments financial information are the same as those used in the preparation of our Consolidated Financial Statements.
+Added: Our chief operating decision maker is our Chief Executive Officer and uses segment contribution to evaluate segment performance and to allocate resources.
+Added: Segment contribution metrics help investors understand revenues, costs, and earnings among service types.
Segment contribution is calculated as earnings before interest expense, taxes, depreciation and amortization, and excluding corporate Selling, general, and administrative expense;
3 unchanged sentences
Selling, general and administrative functions support all the business segments.
−Removed: Therefore, the related expense is not allocated to segments as the chief operating decision maker does not use it to evaluate segment performance.
+Added: Therefore, the related expense is not allocated to segments as the chief operating decision maker does not use it to evaluate segment performance and to allocate resources.
+Added: Segment contribution is not a measurement of financial performance under U.S.
+Added: GAAP and should not be considered an alternative to operating income.
+Added: The Company has not disclosed assets by reportable segments, as asset information is not used by our chief operating decision maker to facilitate resource allocations.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: Segment contribution is not a measurement of financial performance under U.S.
−Removed: GAAP and should not be considered an alternative to operating income.The company has not disclosed assets by reportable segments, as asset information is not used by our chief operating decision maker to facilitate resource allocations.
−Removed: The following table presents segment revenues and contributions with a reconciliation to Loss from continuing operations before income taxes for the years ended December 31, 2023, 2022 and 2021:
+Added: Notes to Consolidated Financial Statements
+Added: The following table presents segment revenues, significant segment expenses and segment contribution with a reconciliation to Loss from continuing operations before income taxes for the years ended December 31, 2024, 2023 and 2022:
Years Ended December 31,
6 unchanged sentences
Total revenues 2,666,541 2,673,329 2,914,735
+Added: Significant Segment Expenses:
+Added: Power 147,453 147,750 155,661
+Added: Other facilities costs 256,910 247,743 231,944
+Added: Labor 998,543 1,023,806 1,006,862
+Added: Other services costs 212,124 249,187 272,272
+Added: Total Warehouse Cost of Operations
+Added: 1,615,030 1,668,486 1,666,739
+Added: Transportation services cost of operations 172,606 197,630 265,956
+Added: Third-party managed services cost of operations 32,178 36,641 286,077
+Added: Total segment expenses
+Added: $ 1,819,814 $ 1,902,757 $ 2,218,772
Segment contribution:
7 unchanged sentences
Impairment of indefinite and long-lived assets ( 33,126 ) ( 236,515 ) ( 7,380 )
−Removed: Gain (loss) on sale of real estate 2,254 ( 5,689 ) —
+Added: Net gain (loss) from real estate 3,514 2,254 ( 5,689 )
Interest expense ( 135,323 ) ( 140,107 ) ( 116,127 )
5 unchanged sentences
Loss from continuing operations before income taxes $ ( 103,177 ) $ ( 328,089 ) $ ( 29,928 )
−Removed: Loss/Earnings per Common Share
−Removed: Basic and diluted earnings per common share are calculated by dividing the net income or loss attributable to common stockholders by the basic and diluted weighted-average number of common shares outstanding in the period, respectively, using the allocation method prescribed by the two-class method.
−Removed: The Company applies this method to compute earnings per share because it distributes non-forfeitable dividend equivalents on restricted stock units and OP units granted to certain associates and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and OP units are unvested.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
−Removed: The computation of (loss) earnings per share assuming dilution includes the dilutive effect of stock options, RSUs, and forward sale agreements as determined under the treasury stock method, unless the inclusion of such awards would be anti-dilutive.
−Removed: The shares issuable upon settlement of forward sale agreements are reflected in the diluted earnings per share calculations using the treasury stock method.
−Removed: Under this method, the number of the Company’s common shares used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of common shares that would be issued upon full physical settlement of the forward sale agreements over the number of common shares that could be purchased by the Company in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period).
−Removed: If and when the Company physically or net share settles the forward sale agreements, the delivery of common shares would result in an increase in the number of shares outstanding and dilution to earnings per share.
−Removed: A reconciliation of the basic and diluted weighted-average number of common shares outstanding for the years ended December 31, 2023, 2022 and 2021 is as follows:
−Removed: Year ended December 31,
+Added: Notes to Consolidated Financial Statements
+Added: Loss per Common Share
+Added: Basic loss per share and Diluted loss per share are calculated by dividing the Net loss attributable to common stockholders by the basic and diluted weighted-average common stock outstanding in the period, respectively, using the allocation method prescribed by the two-class method.
+Added: 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 granted to certain associates and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and Operating Partnership units are unvested.
+Added: A reconciliation of the basic and diluted weighted-average common stock outstanding for the years ended December 31, 2024, 2023 and 2022 is as follows:
+Added: Years Ended December 31,
2024 2023 2022
(In thousands)
−Removed: Weighted average common shares outstanding – basic 275,773 269,565 259,056
−Removed: Weighted average common shares outstanding – diluted 275,773 269,565 259,056
−Removed: For the years ended December 31, 2023, December 31, 2022, and December 31, 2021, potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss.
−Removed: Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to share-based awards and equity forward contracts.
+Added: Weighted-average common stock outstanding – basic
+Added: 284,782 275,773 269,565
+Added: Weighted average common stock outstanding – diluted
+Added: 284,782 275,773 269,565
+Added: For the years ended December 31, 2024, 2023 and 2022, potential common stock under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss for such periods.
+Added: 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:
−Removed: Year ended December 31,
+Added: Years Ended December 31,
2024 2023 2022
2 unchanged sentences
Restricted stock units 488 406 1,549
−Removed: OP units 254 769 453
−Removed: Equity forward contracts — — 3,285
+Added: Operating Partnership units
780 743 2,481
−Removed: Revenue from Contracts with Customers
−Removed: Disaggregated Revenue
−Removed: The following tables represent a disaggregation of revenue from contracts with customers for the years ended December 31, 2023, 2022 and 2021 by segment and geographic region:
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
+Added: Revenue from Contracts with Customers
+Added: Disaggregated Revenues
+Added: The following tables represent a disaggregation of revenues from contracts with customers for the years ended December 31, 2024, 2023 and 2022 by segment and geographic region:
December 31, 2024
11 unchanged sentences
2,069,404 235,572 282,855 16,909 2,604,740
−Removed: Lease revenue (3)
+Added: Lease revenues (2)
54,107 5,320 2,374 — 61,801
−Removed: Total revenue
+Added: Total revenues
$ 2,123,511 $ 240,892 $ 285,229 $ 16,909 $ 2,666,541
12 unchanged sentences
2,081,787 258,773 265,385 15,299 2,621,244
−Removed: Lease revenue (3)
+Added: Lease revenues (2)
43,672 5,850 2,563 — 52,085
−Removed: Total revenue
+Added: Total revenues
$ 2,125,459 $ 264,623 $ 267,948 $ 15,299 $ 2,673,329
12 unchanged sentences
2,270,587 320,224 262,126 17,399 2,870,336
−Removed: Lease revenue (3)
+Added: Lease revenues (2)
38,909 5,490 — — 44,399
−Removed: Total revenue
+Added: Total revenues
$ 2,309,496 $ 325,714 $ 262,126 $ 17,399 $ 2,914,735
−Removed: (1) Warehouse services revenue includes sales of product that Americold purchases on the spot market, repackages, and sells to customers.
−Removed: Such revenues totaled less than $ 10.9 million , $ 13.1 million and $ 13.5 million for the year ended December 31, 2023, 2022 and 2021 , respectively.
(1) Revenues are within the scope of ASC 606:
2 unchanged sentences
(2) Revenues are within the scope of ASC 842:
−Removed: Performance Obligations
−Removed: 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.
−Removed: Typically, revenue is recognized over time using an output measure (e.g.
−Removed: passage of time).
−Removed: 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.
+Added: Table of Con tents
Americold Realty Trust, Inc.
and Subsidiaries
−Removed: Notes to Consolidated Financial Statements-(Continued)
+Added: Notes to Consolidated Financial Statements
+Added: Performance Obligations
+Added: Substantially all of our revenues for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts are recognized over time as the customer benefits equally throughout the period until the contractual term expires.
+Added: Typically, revenues are recognized over time using an output measure (e.g.
+Added: passage of time).
+Added: Revenues are recognized at a point in time upon delivery when the customer typically obtains control for most accessorial services, transportation services and reimbursed costs.
For arrangements containing non-cancellable contract terms, any variable consideration related to storage renewals or incremental handling charges above stated minimums are 100 % constrained and not included in aggregate amount of the transaction price allocated to the unsatisfied performance obligations disclosed below, given the degree in difficulty in estimation.
4 unchanged sentences
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.
−Removed: The Company expects to recognize approximately 19 % of these remaining performance obligations as revenue in 2024, and the remaining 81 % to be recognized over a weighted average period of 15.2 years through 2042.
+Added: The Company expects to recognize approximately 24 % of these remaining performance obligations as revenues in 2025, and the remaining 76 % to be recognized over a weighted average period of 13.6 years through 2042.
Contract Balances
−Removed: The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenue (contract liabilities) on the accompanying Consolidated Balance Sheets.
+Added: The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenues (contract liabilities) on the accompanying Consolidated Balance Sheets.
Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets.
4 unchanged sentences
All other trade receivable balances relate to contracts accounted for under ASC 842.
−Removed: Balances in unearned revenue related to contracts with customers were $ 28.4 million and $ 32.0 million at December 31, 2023 and 2022, respectively.
−Removed: Substantially all revenue that was included in the contract liability balances at the beginning of 2022 and 2021 has been recognized as of December 31, 2023 and 2022, respectively, and represents revenue from the satisfaction of monthly storage and handling services with average inventory turns of approximately 30 days.
+Added: Balances in unearned revenues related to contracts with customers were $ 22.0 million and $ 28.4 million at December 31, 2024 and 2023, respectively.
+Added: Substantially all revenues that was included in the contract liability balances at the beginning of 2023 and 2022 has been recognized as of December 31, 2024 and 2023, respectively, and represents revenues from the satisfaction of monthly storage and handling services with average inventory turns of approximately 30 days.
Americold Realty Trust, Inc.
6 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
10 unchanged sentences
Atlanta - Gateway, GA 2 — 3,271 35,226 48,580 5,045 82,032 87,077 ( 16,756 ) 1972, 2022, 2023 2008
−Removed: Atlanta - Lakewood, GA 1 — 4,297 3,369 ( 1,013 ) 639 6,014 6,653 ( 3,089 ) 1963 2008
Atlanta - Pleasantdale, GA 1 — 11,960 70,814 5,622 14,683 73,713 88,396 ( 11,872 ) 1963 2020
15 unchanged sentences
Brooklyn Park, MN 1 — 1,600 8,951 1,803 1,600 10,754 12,354 ( 6,283 ) 1986 2009
+Added: Burley, ID 2 — — 16,136 5,543 219 21,460 21,679 ( 18,012 ) 1959 2008
Americold Realty Trust, Inc.
6 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
−Removed: Burley, ID 2 — — 16,136 5,543 219 21,460 21,679 ( 17,117 ) 1959 2008
Burlington, WA 3 — 694 6,108 3,325 825 9,302 10,127 ( 5,447 ) 1965 2008
8 unchanged sentences
Clearfield, UT 2 — 3,687 36,514 9,262 3,810 45,653 49,463 ( 18,641 ) 1973 2008
−Removed: Clearfield 2, UT 1 — 806 21,569 1,376 1,148 22,603 23,751 ( 5,352 ) 2017 2017
Columbia, SC 1 — 768 1,429 1,545 904 2,838 3,742 ( 1,718 ) 1971 2008
15 unchanged sentences
Fort Smith, AR 2 — 308 2,231 3,095 342 5,292 5,634 ( 2,332 ) 1958 2008
+Added: Fort Smith (Hwy 45), AR CL 1 — 2,245 51,998 1,130 2,906 52,467 55,373 ( 9,824 ) 1987 2019
+Added: Fremont, NE 1 — 629 3,109 6,596 691 9,643 10,334 ( 6,198 ) 1968 2008
Americold Realty Trust, Inc.
6 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
−Removed: Fort Smith (Hwy 45), AR CL 1 — 2,245 51,998 707 2,749 52,201 54,950 ( 8,121 ) 1987 2019
−Removed: Fremont, NE 1 — 629 3,109 6,551 691 9,598 10,289 ( 5,871 ) 1968 2008
Fort Worth-Blue Mound, TX 1 — 1,700 5,055 1,874 1,717 6,912 8,629 ( 3,153 ) 1995 2009
25 unchanged sentences
Lakeville, MN 1 — 4,000 47,790 464 4,013 48,241 52,254 ( 9,273 ) 1970 2019
+Added: Lancaster, PA 1 — 2,203 15,670 1,592 2,371 17,094 19,465 ( 7,779 ) 1993 2009
+Added: LaPorte, TX 1 — 2,945 19,263 5,763 3,502 24,469 27,971 ( 11,427 ) 1990 2009
Americold Realty Trust, Inc.
6 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
−Removed: Lancaster, PA 1 — 2,203 15,670 1,592 2,371 17,094 19,465 ( 7,294 ) 1993 2009
−Removed: LaPorte, TX 1 — 2,945 19,263 4,935 3,502 23,641 27,143 ( 10,645 ) 1990 2009
Le Mars, IA 1 — 1,000 12,596 1,363 1,100 13,859 14,959 ( 3,012 ) 1991 2019
20 unchanged sentences
Mullica Hill, NJ
+Added: 1 — 6,030 27,266 230 6,081 27,445 33,526 ( 4,895 ) 1974 2020
Murfreesboro, TN 1 — 1,094 10,936 4,331 1,346 15,015 16,361 ( 8,879 ) 1982 2008
3 unchanged sentences
Newark, NJ 1 — 30,390 53,163 8,989 30,390 62,152 92,542 ( 7,259 ) 2012, 2015 2021
+Added: Newport, MN 1 — 3,383 19,877 1,548 3,744 21,064 24,808 ( 5,308 ) 1964 2020
+Added: North Little Rock, AR 1 — 1,680 12,841 15,082 2,236 27,367 29,603 ( 5,404 ) 1996 2019
Americold Realty Trust, Inc.
6 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
−Removed: Newport, MN 1 — 3,383 19,877 1,374 3,744 20,890 24,634 ( 4,229 ) 1964 2020
−Removed: North Little Rock, AR 1 — 1,680 12,841 14,971 2,236 27,256 29,492 ( 4,380 ) 1996 2019
Oklahoma City, OK 1 — 742 2,411 2,234 888 4,499 5,387 ( 2,483 ) 1968 2008
25 unchanged sentences
Sanford, NC 1 — 3,110 34,104 821 3,291 34,744 38,035 ( 6,922 ) 1996 2019
+Added: Savannah, GA 1 — 20,715 10,456 5,080 22,743 13,508 36,251 ( 3,718 ) 2015 2019
Americold Realty Trust, Inc.
6 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
Savannah 2, GA 1 — 3,002 37,571 408 3,174 37,807 40,981 ( 6,906 ) 2020 2020
−Removed: Savannah 2, GA 1 — 3,002 37,571 410 3,174 37,809 40,983 ( 5,415 ) 2020 2020
Savannah Pooler, GA 1 — 1,382 2,590 1,485 2,487 3,972 ( 835 ) 2013, 2015 2020
33 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
13 unchanged sentences
Halifax Dartmouth 1 — 2,052 14,904 ( 1,387 ) 1,884 13,685 15,569 ( 2,114 ) 2013 2020
−Removed: Halifax Thornhill 1 — 1,044 ( 3 ) — 1,041 1,041 ( 994 ) 1971 2020
London 1 — 1,431 11,340 ( 1,541 ) 1,258 9,972 11,230 ( 1,223 ) 1982 2021
17 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
3 unchanged sentences
Mako Mako 1 — 1,332 3,810 244 1,210 4,176 5,386 ( 1,673 ) 2000 2009
−Removed: Manutapu/Barber Akld 1 — — 343 354 — 697 697 ( 537 ) 2004 2009
Paisley 2 — 8,495 5,295 ( 5,630 ) 4,767 3,393 8,160 ( 891 ) 1984 2009
10 unchanged sentences
Lisbon 1 — 13,794 46,877 ( 7,137 ) 11,724 41,810 53,534 ( 4,860 ) 1993 2020
−Removed: Porto 1 — 6,409 17,340 ( 2,066 ) 5,820 15,863 21,683 ( 1,362 ) 2006 2020
Sines 1 — 130 2,311 ( 352 ) 110 1,979 2,089 ( 227 ) 2016 2020
2 unchanged sentences
Valencia 1 — 170 10,932 ( 739 ) 144 10,219 10,363 ( 1,335 ) 2005 2020
+Added: Gdynia 2 — 10,329 4,167 1,350 10,865 4,981 15,846 ( 636 ) 2015, 2023 2020, 2022, 2023
+Added: Great Britain
Americold Realty Trust, Inc.
6 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
−Removed: Gdynia 2 — 10,329 4,167 1,376 10,798 5,074 15,872 ( 424 ) 2015, 2023 2020, 2022, 2023
−Removed: Great Britain
Spalding - Bowman 1 — 5,916 32,815 ( 7,043 ) 4,194 27,494 31,688 ( 4,472 ) 2011, 2017 2020
12 unchanged sentences
Atlanta - East Point, GA — — — — — ( 148 ) ( 148 )
−Removed: Atlanta - Empire, GA — — — — — 209 209
Atlanta - Gateway, GA — — — — — 3,905 3,905
Atlanta - Lakewood, GA — — — — — ( 12 ) ( 12 )
−Removed: Atlanta - Pleasantdale, GA — — — — — 5,608 5,608
Atlanta - Skygate, GA — — — — — 86 86
2 unchanged sentences
Atlanta - Westgate, GA — — — — — 219 219
−Removed: Atlanta, GA - Corporate — — — — — 916 916
−Removed: Babcock, WI — — — — — 72 72
+Added: Atlanta - Empire, GA — — — — — 715 715
+Added: Atlanta - Pleasantdale, GA — — — — — 8,020 8,020
+Added: Augusta, GA — — — — — 1,305 1,305
Belvidere-Imron, IL — — — — — 2,131 2,131
Benson, NC — — — — — 649 649
+Added: Benson Hodges, NC — — — — — 26 26
+Added: Birmingham, AL — — — — — ( 128 ) ( 128 )
+Added: Fort Worth-Blue Mound, TX — — — — — 6,562 6,562
+Added: Brighton (Denver 2), CO — — — — — 3,365 3,365
+Added: Brooklyn Park, MN — — — — — 607 607
Americold Realty Trust, Inc.
6 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
−Removed: Benson Hodges, NC — — — — — 205 205
−Removed: Brighton (Denver 2), CO — — — — — 3,414 3,414
Burley, ID — — — — — 772 772
Burlington, WA — — — — — 2,552 2,552
+Added: Carson, CA — — — — — ( 231 ) ( 231 )
Cartersville, GA — — — — — 66 66
5 unchanged sentences
Clearfield, UT — — — — — 2,089 2,089
−Removed: Clearfield 2, UT — — — — — 681 681
Columbia, SC — — — — — ( 4 ) ( 4 )
+Added: Columbus, OH — — — — — 1,343 1,343
+Added: Connell, WA — — — — — 97 97
+Added: Atlanta, GA - Corporate — — — — — 5,020 5,020
Dallas (Catron), TX — — — — — 297 297
+Added: Delhi, LA — — — — — 12 12
Dominguez Hills, CA — — — — — 3,176 3,176
1 unchanged sentence
Dunkirk, NY — — — — — 1,907 1,907
+Added: Eagan, MN — — — — — ( 30 ) ( 30 )
East Dubuque, IL — — — — — ( 122 ) ( 122 )
1 unchanged sentence
Fairfield, OH — — — — — 88 88
+Added: Fairmont, MN — — — — — 42 42
+Added: Fairmont City, IL — — — — — 275 275
Forest, MS — — — — — 263 263
−Removed: Worth, TX (Railhead) — — — — — ( 9 ) ( 9 )
+Added: Fort Dodge, IA — — — — — 25 25
+Added: Fort Smith, AR — — — — — 2,534 2,534
+Added: Fort Smith (Hwy 45), AR CL — — — — — 488 488
Fort Worth-Samuels, TX — — — — — 287 287
−Removed: Gadsden, AL — — — — — 7 7
−Removed: Gaffney, SC — — — — — 1 1
−Removed: Gainesville, GA — — — — — 55 55
−Removed: Gainesville Candler, GA — — — — — 23 23
−Removed: Geneva Lakes, WI — — — — — 370 370
−Removed: Gloucester - Rogers, MA — — — — — ( 29 ) ( 29 )
−Removed: Goldsboro Commerce, PA — — — — — 30 30
−Removed: Grand Island, NE — — — — — 2,763 2,763
−Removed: Grand Prairie, TX — — — — — 1,074 1,074
+Added: Fremont, NE — — — — — ( 19 ) ( 19 )
+Added: Worth, TX (Meacham) — — — — — ( 103 ) ( 103 )
+Added: Worth, TX (Railhead) — — — — — 235 235
Americold Realty Trust, Inc.
6 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
+Added: Gadsden, AL — — — — — ( 117 ) ( 117 )
+Added: Gaffney, SC — — — — — — —
+Added: Gainesville, GA — — — — — 597 597
+Added: Gainesville Candler, GA — — — — — ( 75 ) ( 75 )
+Added: Garden City, KS — — — — — 239 239
+Added: Geneva Lakes, WI — — — — — 326 326
+Added: Gloucester - Rogers, MA — — — — — 173 173
+Added: Gloucester - Rowe, MA — — — — — 326 326
+Added: Goldsboro Commerce, PA — — — — — ( 147 ) ( 147 )
+Added: Gouldsboro, PA — — — — — 989 989
+Added: Grand Island, NE — — — — — 2,555 2,555
+Added: Grand Prairie, TX — — — — — 1,094 1,094
Green Bay, WI — — — — — 3,102 3,102
Hatfield, PA — — — — — 687 687
+Added: Hattiesburg, MS — — — — — 14 14
Henderson, NV — — — — — 9 9
+Added: Hermiston, OR — — — — — ( 44 ) ( 44 )
+Added: Houston, TX — — — — — 224 224
Indianapolis, IN — — — — — 9,391 9,391
1 unchanged sentence
Johnson, AR — — — — — 382 382
+Added: Kansas City, MO — — — — — 32,784 32,784
+Added: Lakeville, MN — — — — — 596 596
+Added: Lancaster, PA — — — — — — —
LaPorte, TX — — — — — 34 34
1 unchanged sentence
Lebanon, TN — — — — — 135 135
+Added: Leesport, PA — — — — — 34 34
Logan Township, NJ — — — — — 197 197
+Added: Lowell, AR — — — — — 1 1
+Added: Lula, GA — — — — — ( 200 ) ( 200 )
Lumberton, NC — — — — — 164 164
Lynden, WA — — — — — ( 448 ) ( 448 )
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Schedule III – Real Estate and Accumulated Depreciation
+Added: December 31, 2024
+Added: (In thousands of U.S.
+Added: dollars, as applicable and unless noted)
+Added: Initial Costs Gross amount at which carried as of
+Added: December 31, 2024
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: (4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
Manchester, PA — — — — — 2,321 2,321
+Added: Manly, IA — — — — — 2 2
Mansfield, TX — — — — — 230 230
+Added: Marshall, MO — — — — — 105 105
Massillon 17th, OH — — — — — 17 17
+Added: Massillon Erie, OH — — — — — ( 277 ) ( 277 )
+Added: Middleboro, MA — — — — — 155 155
Milwaukie, OR — — — — — ( 393 ) ( 393 )
1 unchanged sentence
Modesto, CA — — — — — 5,510 5,510
+Added: Monmouth, IL — — — — — 9 9
Montgomery, AL — — — — — 354 354
1 unchanged sentence
Mountville, PA — — — — — 81,513 81,513
+Added: Mullica Hill.
+Added: NJ — — — — — 31 31
Murfreesboro, TN — — — — — 1,647 1,647
4 unchanged sentences
Newport, MN — — — — — 40 40
+Added: North Little Rock, AR — — — — — 655 655
+Added: Nyssa, OR — — — — — 61 61
+Added: Oklahoma City, OK — — — — — ( 150 ) ( 150 )
+Added: Ontario, OR — — — — — 358 358
Ontario, CA — — — — — 1,306 1,306
+Added: Oxford — — — — — 202 202
Pasco, WA — — — — — 57 57
Pedricktown, NJ — — — — — 506 506
+Added: Pendergrass, GA — — — — — 300 300
Perryville, MD — — — — — 60 60
−Removed: Piscataway 120, NJ — — — — — 46 46
−Removed: Plainville, CT — — — — — 155,050 155,050
+Added: Phoenix2, AZ — — — — — ( 77 ) ( 77 )
+Added: Piedmont, SC — — — — — ( 74 ) ( 74 )
Americold Realty Trust, Inc.
6 unchanged sentences
December 31, 2024
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
(4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
+Added: Piscataway 120, NJ — — — — — 20 20
+Added: Plainville, CT — — — — — 179,883 179,883
Plover, WI — — — — — 90 90
+Added: Portland, ME — — — — — 209 209
Rochelle, IL (Americold Drive) — — — — — 11,361 11,361
7 unchanged sentences
Salt Lake City, UT — — — — — 559 559
−Removed: San Antonio - HEB, TX — — — — — 709 709
+Added: San Antonio, TX — — — — — ( 381 ) ( 381 )
Sanford, NC — — — — — 568 568
2 unchanged sentences
Savannah Pooler, GA — — — — — 74 74
+Added: Seabrook, NJ — — — — — ( 4 ) ( 4 )
Sebree, KY — — — — — 20 20
+Added: Sikeston, MO — — — — — 672 672
Sioux City, IA-2640 Murray St — — — — — 755 755
+Added: Sioux City, IA-2900 Murray St — — — — — 527 527
Sioux Falls, SD — — — — — 2,425 2,425
South Plainfield, NJ — — — — — 608 608
+Added: Springdale, AR — — — — — 244 244
+Added: Paul, MN — — — — — 1,076 1,076
Strasburg, VA — — — — — 243 243
+Added: Summerville — — — — — 3 3
+Added: Sumter, SC — — — — — ( 37 ) ( 37 )
+Added: Syracuse, NY — — — — — 1,020 1,020
Tacoma, WA — — — — — 810 810
−Removed: Tampa - Bartow, FL — — — — — 13 13
Tampa Maple, FL — — — — — 51 51
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Schedule III – Real Estate and Accumulated Depreciation
+Added: December 31, 2024
+Added: (In thousands of U.S.
+Added: dollars, as applicable and unless noted)
+Added: Initial Costs Gross amount at which carried as of
+Added: December 31, 2024
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: (4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
Tampa Plant City, FL — — — — — 136 136
8 unchanged sentences
Vineland, NJ — — — — — 6,613 6,613
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Schedule III – Real Estate and Accumulated Depreciation
−Removed: December 31, 2023
−Removed: (In thousands of U.S.
−Removed: dollars, as applicable and unless noted)
−Removed: Initial Costs Gross amount at which carried as of
−Removed: December 31, 2023
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
−Removed: (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition
+Added: Vineland, NJ (North Mill) — — — — — 4,080 4,080
Walla Walla, WA — — — — — 176 176
+Added: Wallula, WA — — — — — 131 131
Watsonville, CA — — — — — 228 228
+Added: West Memphis, AR — — — — — 535 535
+Added: Wichita, KS — — — — — ( 404 ) ( 404 )
+Added: Woodburn, OR — — — — — 247 247
York-Willow Springs, PA — — — — — ( 89 ) ( 89 )
3 unchanged sentences
Halifax - Dartmouth — — — — — 32 32
−Removed: London — — — — — 1,156 1,156
−Removed: Mississauga Surveyor — — — — — 201 201
+Added: — — — — — 575 575
Arndell Park — — — — — 92 92
Brisbane - Hemmant — — — — — 85 85
−Removed: Brisbane - Lytton — — — — — 387 387
Laverton — — — — — 32 32
3 unchanged sentences
Wivenhoe - Tasmania — — — — — 47 47
+Added: Ormeau — — — — — 675 675
+Added: Americold Realty Trust, Inc.
+Added: and Subsidiaries
+Added: Schedule III – Real Estate and Accumulated Depreciation
+Added: December 31, 2024
+Added: (In thousands of U.S.
+Added: dollars, as applicable and unless noted)
+Added: Initial Costs Gross amount at which carried as of
+Added: December 31, 2024
+Added: Property Buildings Encumbrances Land Buildings and Improvements
+Added: Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
+Added: (4) (7) Accumulated Depreciation (1) (6) (5) (7) Date of Construction Date of Acquisition
Dalgety — — — — — 383 383
5 unchanged sentences
Barneveld, Netherlands — — — — — 7 7
−Removed: Maasvlakte, Netherlands — — — — — 1,521 1,521
Urk, Netherlands — — — — — 1,233 1,233
2 unchanged sentences
Lisbon, Portugal — — — — — 1,035 1,035
−Removed: Americold Realty Trust, Inc.
−Removed: and Subsidiaries
−Removed: Schedule III – Real Estate and Accumulated Depreciation
−Removed: December 31, 2023
−Removed: (In thousands of U.S.
−Removed: dollars, as applicable and unless noted)
−Removed: Initial Costs Gross amount at which carried as of
−Removed: December 31, 2023
−Removed: Property Buildings Encumbrances Land Buildings and Improvements Costs Capitalized Subsequent to Acquisition (3) Land Buildings and Improvements (2) Total
−Removed: (4) Accumulated Depreciation (1) (6) (5) Date of Construction Date of Acquisition
Algeciras, Span — — — — — 59 59
2 unchanged sentences
Witchurch, UK — — — — — 940 940
+Added: Gdansk, Poland — — — — — 885 885
Total in assets under construction — — — — — 511,250 511,250 —
10 unchanged sentences
Accumulated depreciation on investments in non-real estate assets ( 1,012,431 )
−Removed: Total accumulated depreciation per consolidated balance sheet (property, buildings and equipment and financing leases) $ ( 2,266,020 )
+Added: Total accumulated depreciation per consolidated balance sheet (property, buildings and equipment)
+Added: $ ( 2,453,597 )
(2) Reconciliation of total Buildings and improvements to consolidated balance sheet as of December 31, 2024:
Building and improvements per consolidated balance sheet $ 4,462,565
−Removed: Building and improvements financing leases per consolidated balance sheet 13,542
+Added: Building and improvements financing leases
Assets under construction per consolidated balance sheet 606,233
2 unchanged sentences
(3) Amount includes the cumulative impact of foreign currency translation and the effect of any asset disposals.
−Removed: (4) The aggregate cost for Federal tax purposes at December 31, 2023 of our real estate assets was approximately $ 4.5 billion.
+Added: (4) The aggregate cost for Federal tax purposes at December 31, 2024 of our real estate assets was approximately $ 4.8 million.
(5) The life on which depreciation is computed ranges from 5 to 43 years.
8 unchanged sentences
Real Estate Facilities, at Cost:
+Added: (In thousands)
Beginning Balance $ 6,559,755 $ 6,261,663 $ 6,134,702
16 unchanged sentences
The Company does not hold title in these assets under sale-leaseback agreements.
−Removed: As of December 31, 2022 and 2021, the Company has no facilities classified as held for sale.
+Added: As of December 31, 2024 the Company has three facilities classified as held for sale within Property, buildings, and equipment – net.
Americold Realty Trust, Inc.
27 unchanged sentences
Jay Wells Chief Financial Officer and Executive Vice President February 27, 2025
−Removed: /s/ Thomas C.
−Removed: Novosel Chief Accounting Officer and Senior Vice President February 29, 2024
+Added: /s/ Robert E.
+Added: Chief Accounting Officer and Senior Vice President February 27, 2025
Patterson Chairman of the Board of Directors February 27, 2025
14 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.