Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures
Disclosure Controls and Procedures
The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. 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.
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
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. 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). Management recognizes that there are inherent limitations in the effectiveness of any internal control and effective internal control over financial reporting can provide only reaso nable assurance with respect to financial statement preparation. Additionally, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (“2013 framework”). Based on our assessment, management concludes that the Company maintained effective internal control over financial reporting as of December 31, 2024.
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
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.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Americold Realty Trust, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Americold Realty Trust, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Americold Realty Trust, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the index at Item 15(b) and our report dated February 27, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
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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
Atlanta, Georgia
February 27, 2025
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ITEM 9B. Other Information
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).
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
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PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
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.
ITEM 11. Executive Compensation
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.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
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.
ITEM 14. Principal Accountant Fees and Services
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.
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PART IV
ITEM 15. Exhibits, Financial Statements and Schedules
Americold Realty Trust, Inc. and Subsidiaries
The following documents are filed as a part of this Annual Report on Form 10-K:
a. Financial Statements and Schedules
b.
Financial Statements: Page
Americold Realty Trust, Inc. and Subsidiaries
Report of Independent Registered Public Accounting Firm (Auditor Firm ID: 42 )
F- 1
Consolidated Balance Sheets
F- 3
Consolidated Statements of Operations
F- 4
Consolidated Statements of Comprehensive ( Loss) Income
F- 5
Consolidated Statements of Equity
F- 6
Consolidated Statements of Cash Flows
F- 9
Notes to the Consolidated Financial Statements of Americold Realty Trust, Inc. and Subsidiaries
F- 12
Schedule III – Real Estate and Accumulated Depreciation
F- 75
c. Exhibits
EXHIBIT INDEX
Exhibit No. Description
3.1
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 )
3.2
Articles of Incorporation of Americold Realty Trust, Inc. (incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc. ’ s Current Report on Form 8-K filed on May 25, 2022 )
3.3
Amended and Restated Bylaws of Americold Realty Trust, Inc. (incorporated by reference to Exhibit 3.1 to Americold Realty Trust, Inc. ’ s Current Report on Form 8-K filed on December 7 , 2022 )
3.4
Certificate of Limited Partnership of Americold Realty Operating Partnership, L.P. (incorporated by reference to Exhibit 3.3 to Americold Realty Trust’s Annual Report on Form 10-K filed on February 26, 2019 )
3.5
Amended and Restated Limited Partnership Agreement of Americold Realty Operating Partnership, L.P. (incorporated by reference to Exhibit 3.1 to Americold Realty Trust’s Current Report on Form 8-K filed on July 2 , 2019 )
4.1
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 )
4.2
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 )
4.3
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. 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)
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4.4
First Supplemental Indenture, dated as of September 12, 2024, by and among Americold Realty Operating Partnership, L.P., as issuer, Americold Realty Trust, Inc., Americold Realty Operations, Inc., Americold Australian Holdings Pty Ltd., Icecap Properties NZ Limited and Nova Cold Logistics ULC, as guarantors, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Americold Realty Trust’s Current Report on Form 8-K filed on September 12, 2024)
4.5
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)
4.6
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)
10.1
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 )
10.2
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 )
10.3
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)
10.4
Amendment No. 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. 3 to Americold Realty Trust’s Annual Report on Form 10 -K filed on February 29, 2024 )
10.5
Amendment No. 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. 2 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 )
10.6
Amendment No. 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. 3 to Americold Realty Trust’s Current Report on Form 8-K filed on January 6, 2021 )
10.7
Amendment No. 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 )
10.8
Amendment No. 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 )
10.9
Amendment No. 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 )
10.10
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 )
10.11#
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 )
10.12#
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. 333-221560) , filed on December 19, 2017 )
10.13#
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. 333-221560) , filed on January 12, 2018 )
10.14#
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. 333-221560) , filed on December 20, 2017 )
10.15#
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 )
10.16#
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 )
10.17#
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 )
10.18#
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 )
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10.19#
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 )
10.20#
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 )
10.21#
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 )
10.22#
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 )
10.23#
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. 001-34723))
10.24#
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 )
10.25#
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 )
10.26#
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 )
10.27#
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)
10.28#
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)
10.29#
Offer Letter, dated February 22, 2022, by and between Americold Logistics, LLC and George F. Chappelle Jr. (incorporated by reference to Exhibit 10.1 to Americold Realty Trust’s Current Report on Form 8-K filed on February 24, 2022)
10.30#
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 )
10.31#
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 )
10.32#
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 )
10.33#
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 )
10.34#
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)
19.1
Americold Realty Trust, Inc. Insider Trading Policy*
21.1
List of Subsidiaries *
22.1
List of Subsidiary Guarantors (incorporated by reference to Exhibit 22.1 to Americold Realty Trust, Inc.’s Post-Effective Amendment No. 1 to Form S-3 Registration Statement (File No. 333-270664) filed on September 3, 2024)
23.1
Consent of Ernst & Young LLP *
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc. *
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc. *
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc. *
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust, Inc. *
97.1
Americold Realty Trust, Inc. 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: (i) Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023; (ii) Consolidated Statements of Operations for the year ended December 31, 2024 and 2023; (iii) Consolidated Statements of Comprehensive (Loss) Income for the year ended December 31, 2024 and 2023; (iv) Consolidated Statements of Equity for the year ended December 31, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the year ended December 31, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements.
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
# This document has been identified as a management contract or compensatory plan or arrangement.
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ITEM 16. Form 10-K Summary
Not Applicable.
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Americold Realty Trust, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Americold Realty Trust, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(b) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. 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.
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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. As of December 31, 2024, the carrying value of the Company’s goodwill balance totaled $784.0 million.
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. 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
How We Addressed
the Matter in Our Audit
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. 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. 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
We have served as the Company’s auditor since 2010.
Atlanta, Georgia
February 27, 2025
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Table of C ontents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except shares and per share amounts)
December 31,
2024 2023
Assets
Property, buildings, and equipment:
Land $ 806,981 $ 820,831
Buildings and improvements 4,462,565 4,464,359
Machinery and equipment 1,598,502 1,565,431
Assets under construction 606,233 452,312
7,474,281 7,302,933
Accumulated depreciation ( 2,453,597 ) ( 2,196,196 )
Property, buildings, and equipment – net 5,020,684 5,106,737
Operating leases - net 222,294 247,302
Financing leases - net 104,216 105,164
Cash, cash equivalents, and restricted cash 47,652 60,392
Accounts receivable - net of allowance of $ 24,426 and $ 21,647 at December 31, 2024 and 2023, respectively
386,924 426,048
Identifiable intangible assets – net 838,660 897,414
Goodwill 784,042 794,004
Investments in and advances to partially owned entities 40,252 38,113
Other assets 291,230 194,078
Total assets $ 7,735,954 $ 7,869,252
Liabilities and Equity
Liabilities
Borrowings under revolving line of credit $ 255,052 $ 392,156
Accounts payable and accrued expenses 603,411 568,764
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
Sale-leaseback financing obligations 79,001 161,937
Financing lease obligations 95,784 97,177
Operating lease obligations 219,099 240,251
Unearned revenues 21,979 28,379
Deferred tax liability - net 115,772 135,797
Other liabilities 7,389 9,082
Total liabilities 4,428,949 4,234,665
Commitments and contingencies ( Note 17 - Commitments and Co nt ingencies )
Equity
Stockholders' equity:
Common stock, $ 0.01 par value per share – 500,000,000 authorized shares; 284,265,041 and 283,699,120 shares issued and outstanding at December 31, 2024 and 2023, respectively
2,842 2,837
Paid-in capital 5,646,879 5,625,907
Accumulated deficit and distributions in excess of net earnings ( 2,341,654 ) ( 1,995,975 )
Accumulated other comprehensive loss ( 27,279 ) ( 16,640 )
Total stockholders’ equity 3,280,788 3,616,129
Noncontrolling interests 26,217 18,458
Total equity 3,307,005 3,634,587
Total liabilities and equity $ 7,735,954 $ 7,869,252
See accompanying Notes to Consolidated Financial Statements.
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Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share amounts)
Years Ended December 31,
2024 2023 2022
Revenues:
Rent, storage, and warehouse services $ 2,416,743 $ 2,391,089 $ 2,302,971
Transportation services 209,129 239,670 313,358
Third-party managed services 40,669 42,570 298,406
Total revenues 2,666,541 2,673,329 2,914,735
Operating expenses:
Rent, storage, and warehouse services cost of operations 1,615,030 1,668,486 1,666,739
Transportation services cost of operations 172,606 197,630 265,956
Third-party managed services cost of operations 32,178 36,641 286,077
Depreciation and amortization 360,817 353,743 331,446
Selling, general, and administrative 255,118 226,786 231,067
Acquisition, cyber incident, and other, net 77,169 64,087 32,511
Impairment of indefinite and long-lived assets 33,126 236,515 7,380
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
Operating income (loss) 124,011 ( 108,305 ) 87,870
Other income (expense):
Interest expense ( 135,323 ) ( 140,107 ) ( 116,127 )
Loss on debt extinguishment, modifications and termination of derivative instruments ( 116,082 ) ( 2,482 ) ( 3,217 )
Loss from investments in partially owned entities ( 3,702 ) ( 1,442 ) ( 918 )
Impairment of related party loan receivable — ( 21,972 ) —
Loss on put option — ( 56,576 ) —
Other, net 27,919 2,795 2,464
Loss from continuing operations before income taxes ( 103,177 ) ( 328,089 ) ( 29,928 )
Income tax benefit (expense):
Current income tax ( 4,782 ) ( 8,508 ) ( 3,725 )
Deferred income tax 13,210 10,781 22,561
Total income tax benefit 8,428 2,273 18,836
Net loss:
Net loss from continuing operations ( 94,749 ) ( 325,816 ) ( 11,092 )
Loss from discontinued operations, net of tax — ( 10,453 ) ( 8,382 )
Net loss ( 94,749 ) ( 336,269 ) ( 19,474 )
Net loss attributable to noncontrolling interests ( 436 ) ( 54 ) ( 34 )
Net loss attributable to Americold Realty Trust, Inc. $ ( 94,313 ) $ ( 336,215 ) $ ( 19,440 )
Weighted average common stock outstanding – basic 284,782 275,773 269,565
Weighted average common stock outstanding – diluted 284,782 275,773 269,565
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 )
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 )
Diluted loss per share $ ( 0.33 ) $ ( 1.22 ) $ ( 0.07 )
See accompanying Notes to Consolidated Financial Statements.
F-4
Table of C ontents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Comprehensive (Loss) Income
(In thousands)
Years Ended December 31,
2024 2023 2022
Net loss $ ( 94,749 ) $ ( 336,269 ) $ ( 19,474 )
Other comprehensive income (loss) - net of tax:
Adjustment to accrued pension liability 515 ( 2,299 ) ( 2,376 )
Unrealized net loss on foreign currency ( 14,441 ) ( 4,937 ) ( 23,514 )
Unrealized net gain (loss) on cash flow hedges 3,287 ( 3,354 ) 15,318
Other comprehensive loss - net of tax attributable to Americold Realty Trust, Inc. ( 10,639 ) ( 10,590 ) ( 10,572 )
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.
F-5
Table of C ontents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Equity
(In thousands, except shares)
Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Loss
Noncontrolling Interests in Operating Partnership
Common Stock Paid-in Capital
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
Net loss — — — ( 94,313 ) — ( 436 ) ( 94,749 )
Other comprehensive loss — — — — ( 10,639 ) ( 91 ) ( 10,730 )
Distributions on common stock, restricted stock and OP units — — — ( 251,366 ) — ( 1,221 ) ( 252,587 )
Stock-based compensation expense — — 17,742 — — 10,491 28,233
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes 398,882 4 ( 822 ) — — — ( 818 )
Common stock issuance related to employee stock purchase plan 130,589 1 3,068 — — — 3,069
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.
F-6
Table of C ontents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Equity (Continued)
(In thousands, except shares)
Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Loss
Noncontrolling Interests in Operating Partnership
Common Stock Paid-in Capital
Number of Shares Par Value Total
Balance - December 31, 2022
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 )
Other comprehensive (loss) income — — — — ( 10,590 ) 108 ( 10,482 )
Distributions on common stock, restricted stock and OP units — — — ( 244,562 ) — ( 804 ) ( 245,366 )
Stock-based compensation expense — — 16,403 — — 7,189 23,592
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes 429,156 4 ( 427 ) — — — ( 423 )
Common stock issuance related to employee stock purchase plan 126,195 2 3,045 — — — 3,047
Conversion of OP units to common stock 83,908 1 2,439 — — ( 2,440 ) —
Net proceeds from issuance of common stock 13,244,905 132 412,478 — — — 412,610
Balance - December 31, 2023
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.
F-7
Table of C ontents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Equity (Continued)
(In thousands, except shares)
Accumulated Deficit and Distributions in Excess of Net Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Operating Partnership
Common Stock Paid-in Capital
Number of Shares Par Value Total
Balance - December 31, 2021
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 )
Other comprehensive loss — — — — ( 15,542 ) ( 51 ) ( 15,593 )
Distributions on common stock, restricted stock and OP units — — — ( 237,770 ) — ( 724 ) ( 238,494 )
Stock-based compensation expense — — 19,734 — — 7,403 27,137
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes 1,387,078 14 ( 3,333 ) — — — ( 3,319 )
Common stock issuance related to employee stock purchase plan 145,286 1 3,878 — — — 3,879
Deconsolidation of subsidiary contributed to LATAM joint venture — — — — 4,970 ( 204 ) 4,766
Other — — — ( 100 ) — — ( 100 )
Balance - December 31, 2022
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.
F-8
Table of C ontents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In thousands)
Years Ended December 31,
2024 2023 2022
Operating activities:
Net loss $ ( 94,749 ) $ ( 336,269 ) $ ( 19,474 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 360,817 353,743 331,446
Amortization of deferred financing costs and pension withdrawal liability 5,329 5,095 4,833
Loss on debt extinguishment, modifications and termination of derivative instruments, non-cash
116,082 2,482 3,217
Loss from investments in partially owned entities 3,702 5,553 9,300
Gain on extinguishment of new market tax credit structure — — ( 3,410 )
Loss on deconsolidation of subsidiary contributed — — 4,148
Stock-based compensation expense 28,233 23,592 27,137
Deferred income tax benefit
( 13,210 ) ( 10,781 ) ( 22,561 )
Impairment of indefinite and long-lived assets 33,126 236,515 7,380
Provision for doubtful accounts receivable
7,633 6,422 7,394
Impairment of related party loan receivable — 21,972 —
Loss on put option — 56,576 —
Loss on classification of Comfrio as held for sale — 4,616 —
Non-cash operating lease expenses
42,751 42,841 52,330
Changes in operating assets and liabilities:
Accounts receivable 22,748 ( 2,748 ) ( 68,629 )
Accounts payable and accrued expenses 17,349 23,545 13,291
Other assets ( 62,710 ) ( 49,635 ) ( 25,057 )
Operating lease liabilities ( 40,345 ) ( 37,605 ) ( 34,162 )
Other, net
( 14,879 ) 20,241 12,813
Net cash provided by operating activities 411,877 366,155 299,996
Investing activities:
Additions to property, buildings, and equipment
( 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 )
Investments in and advances to partially owned entities and other
( 13,049 ) ( 20,533 ) ( 14,427 )
Net payments for sale of business (discontinued operations) — ( 4,616 ) —
Proceeds from sale of property, buildings, and equipment
9,324 8,071 4,713
Proceeds from sale of investments in partially owned entities — 36,896 —
Net cash used in investing activities
( 313,183 ) ( 357,073 ) ( 348,489 )
Financing activities:
Distributions paid on common stock, restricted stock units and noncontrolling interests in OP
( 252,119 ) ( 242,221 ) ( 238,709 )
Proceeds from stock options exercised 2,828 2,952 3,974
Proceeds from employee stock purchase plan 3,069 3,047 3,879
Remittance of withholding taxes related to employee stock-based transactions ( 3,646 ) ( 3,375 ) ( 8,308 )
Proceeds from revolving line of credit 827,224 716,326 529,354
Repayment on revolving line of credit ( 942,183 ) ( 832,519 ) ( 413,860 )
Repayment of sale-leaseback financing obligations ( 7,091 ) ( 17,891 ) ( 7,835 )
Termination of sale-leaseback financing obligations
( 190,954 ) — —
Repayment of financing lease obligations ( 37,921 ) ( 39,214 ) ( 33,860 )
Payment of debt issuance and extinguishment costs ( 5,992 ) — ( 11,651 )
Repayment of term loans, mortgage notes, and notes payable — — ( 269,659 )
Proceeds from senior unsecured notes and term loans
— — 470,000
Proceeds from public senior unsecured notes offering
500,000 — —
Net proceeds from issuance of common stock — 412,610 —
Net cash (used in) provided by financing activities ( 106,785 ) ( 285 ) 23,325
Net (decrease) increase in cash, cash equivalents and restricted cash
( 8,091 ) 8,797 ( 25,168 )
Effect of foreign currency translation on cash, cash equivalents and restricted cash ( 4,649 ) ( 1,468 ) ( 4,727 )
Cash, cash equivalents and restricted cash:
Beginning of period 60,392 53,063 82,958
End of period $ 47,652 $ 60,392 $ 53,063
See accompanying Notes to Consolidated Financial Statements.
F-9
Table of C ontents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(In thousands)
Years Ended December 31,
2024 2023 2022
Supplemental disclosures of non-cash investing and financing activities:
Addition of property, buildings and equipment on accrual $ 32,538 $ 34,034 $ 49,378
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
$ 11,186 $ 6,244 $ 7,889
Finance leases
$ 38,989 $ 59,276 $ 18,694
Supplemental disclosures of cash flows information:
Interest paid – net of amounts capitalized $ 122,023 $ 134,513 $ 118,161
Income taxes paid – net of refunds $ 6,718 $ 5,828 $ 7,885
As of December 31,
Allocation of purchase price of property, buildings, equipment, and other assets, net of cash acquired to:
2024 2023 2022
Land $ — $ 15,551 $ 3,628
Building and improvements — 35,551 8,289
Machinery and equipment — 14,430 2,664
Other assets and liabilities, net — 239 —
Cash paid for acquisitions of property, buildings, equipment, and other assets, net
$ — $ 65,771 $ 14,581
As of December 31,
2024 2023 2022
Allocation of purchase price of business combinations, net of cash acquired to:
Land $ — $ — $ 514
Buildings and improvements — — 8,218
Machinery and equipment — — 3,676
Goodwill — — 3,107
Other assets — — 25
Accounts payable and accrued expenses (1)
— 46,653 289
Assets of discontinued operations - held for sale — 86,085 —
Liabilities of discontinued operations - held for sale — ( 86,085 ) —
Total consideration
$ — $ 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.
See accompanying Notes to Consolidated Financial Statements.
F-10
Table of C ontents
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
(In thousands)
As of December 31,
2024 2023 2022
Deconsolidation of Chile upon contribution to LATAM JV
Land $ — $ — $ ( 19,574 )
Buildings and improvements — — ( 10,118 )
Machinery and equipment — — ( 8,395 )
Assets under construction — — ( 20 )
Accumulated depreciation — — 1,959
Cash, cash equivalents and restricted cash — — ( 2,483 )
Accounts receivable — — ( 1,422 )
Goodwill — — ( 6,653 )
Other assets — — ( 309 )
Accounts payable and accrued expenses — — 1,105
Mortgage notes, senior unsecured notes and term loans – net of unamortized deferred financing costs — — 9,633
Accumulated other comprehensive loss — — ( 4,766 )
Net carrying value of Chile assets and liabilities deconsolidated $ — $ — $ ( 41,043 )
Recognition of investment in unconsolidated LATAM joint venture $ — $ — $ 36,896
See accompanying Notes to Consolidated Financial Statements.
F-11
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. Description of the Business
The Company
Americold Realty Trust, Inc. 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. 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. 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. In addition, we hold minority interests in two joint ventures, one with SuperFrio Armazéns Gerais S.A. (“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. (“the Operating Partnership”), and transferred substantially all of its interests in entities and associated assets and liabilities to the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT or an UPREIT structure. 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. Americold Realty Operations, Inc., a Delaware corporation and wholly-owned subsidiary of the REIT, is a limited partner of the Operating Partnership, owning less than 1 % of the common general partnership interests as of December 31, 2024. Additionally, the aggregate partnership interests of all other limited partners was less than 0.1 % as of December 31, 2024. As the sole general partner of the Operating Partnership, the REIT has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership. The limited partners of the Operating Partnership do not have rights to replace Americold Realty Trust, Inc. as the general partner nor do they have participating rights, although they do have certain protective rights.
No limited partner shall be liable for any debts, liabilities, contracts or obligations of the Operating Partnership. A limited partner shall be liable to the Operating Partnership only to make payments of capital contribution, if any, as and when due. 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.
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.
On March 22, 2021, the Company filed Articles of Amendment to the Company’s Amended and Restated Declaration of Trust with the State Department of Assessments and Taxation of Maryland to increase the number of authorized common shares of beneficial interest, $ 0.01 par value per share, from 325,000,000 to 500,000,000 . The Articles of Amendment were effective upon filing. The Company also has 25,000,000 authorized preferred shares, $ 0.01 par value per share; however, none were issued or outstanding as of December 31, 2024 or December 31, 2023.
F-12
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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. Despite this conversion, the Company continues to operate as a REIT for U.S. federal income tax purposes.
The Operating Partnership includes numerous disregarded entities (“DRE”). Additionally, the Operating Partnership conducts various business activities in North America, Europe, Asia-Pacific, and South America through several wholly-owned taxable REIT subsidiaries (“TRSs”).
Recent Capital Markets Activity
Universal Shelf Registration Statement
On March 17, 2023, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No. 333-270664 and 333-270664-01) (as amended from time to time, the “Registration Statement”), registering an indeterminate amount of (i) the Company’s common stock, $ 0.01 par value per share, (ii) the Company’s preferred stock, $ 0.01 par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common stock or preferred stock or depositary shares and (v) debt securities of the Operating Partnership, which may be fully and unconditionally guaranteed by the Company and certain subsidiaries. The Registration Statement was amended on September 3, 2024 to add certain direct and indirect subsidiaries of the Company as co-registrants to the Registration Statement, since each such co-registrant may be a guarantor of some or all of the debt securities of the Operating Partnership with respect to which offers and sales are registered under the Registration Statement.
At the Market (“ATM”) Equity Program
On March 17, 2023, the Company entered into an equity distribution agreement pursuant to which we could sell, from time to time, up to an aggregate sales price of $ 900.0 million of our common stock through an ATM Equity Program (the “Prior ATM Equity Program”). Sales of our common stock made pursuant to the Prior ATM Equity Program could be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and the Company. Sales could also be made on a forward basis pursuant to separate forward sale agreements.
In August 2023, we sold 13,244,905 common shares under the Prior ATM Equity Program for net proceeds of $ 412.6 million. The net proceeds from sales of our common stock pursuant to the Prior ATM Equity Program were used to repay a portion of our revolver borrowings.
On November 9, 2023, we entered into an equity distribution agreement that was substantially identical to and replaced the prior equity distribution agreement, pursuant to which we may sell, from time to time, up to an additional $ 900.0 million of our common shares through our ATM Equity Program (the “Current ATM Equity Program”). During the year ended December 31, 2024, we did not sell any shares of our common stock under the Current ATM Equity Program.
F-13
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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. The details of this offering are further described in Note 9 - De bt to these Consolidated Financial Statements.
Termination of Certain Employee Benefit Plans
On February 28, 2023, the Company’s Board of Directors approved a plan to effect the termination of the Americold Retirement Income Plan (the “ARIP”). 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. 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.
Project Orion
In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system. The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities. Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others. We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology (“IT”) applications and infrastructure rationalization, reduced employee turnover, working capital efficiency and reduced IT maintenance capital expenditures . The activities associated with Project Orion are expected to be substantially complete within three years from the project’s start date. Since inception, the Company has incurred $ 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. 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.
During the three months ended June 30, 2024, the Company deployed the first phase of Project Orion. The implementation costs deferred within “Other assets” on the Consolidated Balance Sheets are now being amortized through “Selling, general, and administrative” expense on the Consolidated Statements of Operations. The useful lives of the Company’s internal-use software and capitalized cloud computing implementation costs are generally three to five years . However, the useful lives of major information system installations, such as implementations of ERP systems and certain related software, are determined on an individual basis and may exceed five years depending on the estimated period of use. The Company has determined the useful life of the new ERP system to be ten years and is amortizing the costs associated with the ERP implementation on a straight line basis over such period. The amortization expense recognized during the year ended December 31, 2024 related to the Project Orion ERP implementation was $ 4.2 million.
F-14
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
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”). The Company engaged an external cyber security expert to initiate responses to contain and remediate the incident, and conduct a forensic investigation. Actions taken included preventative measures such as shutting down certain operating systems, supplementing existing security monitoring with additional scanning and other protective measures. The Company also notified law enforcement and its customers, informing them of both the incident and management’s efforts to minimize its impact on the Company’s daily operations. Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed operations at pre-cyberattack levels by June 30, 2023.
As noted above, the Company engaged a leading cybersecurity defense firm that completed a forensic investigation of the incident and provided recommended actions in response to the findings. The Company has completed many of the recommended remediation activities and continues to enhance our policies and procedures meant to assess, identify, and effectively manage cybersecurity risks, threats, and incidents.
Incremental charges recorded in conjunction with remediation and response efforts associated with the Cyber Incident have been recorded net of insurance recoveries within “Acquisition, cyber incident, and other, net" in the Consolidated Statements of Operations. This amount was primarily comprised of incremental internal labor costs, professional fees, customer claims, and related insurance deductibles.
Foreign Currency Related Transactions
Exchange rate adjustments resulting from foreign currency transactions are recognized in “Net loss:” 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. Assets and liabilities of subsidiaries operating outside the United States with a functional currency other than U.S. dollars are translated into U.S. dollars using period-end exchange rates and income statement accounts are translated at weighted average exchange rates.
For the 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. 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.
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.
F-15
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Loss on Debt Extinguishment
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. 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.
These purchases resulted in the recognition of a $ 115.1 million loss on debt extinguishment during the year ended December 31, 2024. These amounts are recognized within “Loss on debt extinguishment, modifications and termination of derivative instruments” on the Consolidated Statements of Operations. Refer to No te 11 - Sale - L easeback s of Real Es tate for further details.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). In the opinion of management, the Consolidated Financial Statements reflect all adjustments considered necessary for a fair presentation. 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. 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. Investments in which the Company does not have control, and is not the primary beneficiary of a Variable Interest Entity (“VIE”), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
As further described in Note 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. 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.
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.
F-16
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The Consolidated Statements of Cash Flows includes various reclassifications, all within cash provided by operating activities, to conform current and prior period presentation.
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
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; (iii) the labor market impacting associate turnover, availability and cost; and (iv) the impact of inflation on the cost to provide our services. 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.
Property, Buildings and Equipment
Property, buildings and equipment is stated at cost, less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the respective assets or, if less, the term of the underlying lease. Depreciation begins in the month an asset is placed into service. Useful lives range from 40 to 43 years for buildings, 5 to 20 years for building and land improvements, and 3 to 15 years for machinery and equipment. For the years ended December 31, 2024, 2023 and 2022, the Company recorded depreciation expense of $ 324.4 million, $ 316.8 million and $ 295.7 million, respectively. The Company periodically reviews the appropriateness of the estimated useful lives of its long-lived assets.
Costs of normal maintenance and repairs and minor replacements are charged to expense as incurred. 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. 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. 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.
F-17
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Impairment of Long-Lived Assets
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.
If the carrying amounts of the long-lived assets exceed the sum of the expected future undiscounted cash flows, an impairment charge is recognized in an amount equal to the excess of the carrying amount over the estimated fair value of the long-lived assets, which the Company calculates based on projections of future cash flows and appraisals with significant unobservable inputs classified as Level 3 of the fair value hierarchy. The Company determined that individual warehouse properties constitute the lowest level of independent cash flows for purposes of considering possible impairment.
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. 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. 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
Project costs that are clearly associated with the development of properties are capitalized as incurred. Project costs include all costs directly associated with the development of a property, including construction costs, interest, and costs of personnel working on the project. Costs that do not clearly relate to the projects under development are not capitalized and are charged to expense as incurred.
Capitalization of costs begins when the activities necessary to get the development project ready for its intended use commence, which include costs incurred before the beginning of construction. Capitalization of costs ceases when the development project is substantially complete and ready for its intended use. We generally consider a development project to be substantially complete and ready for its intended use upon receipt of a certificate of occupancy. However, our automated equipment installed in our facilities could require capitalization of costs until the related equipment is considered fully operational. If and when development of a property is suspended pursuant to a formal change in the planned use of the property, we will evaluate whether the accumulated costs exceed the estimated value of the project and write off the amount of any such excess accumulated costs. For a development project that is suspended for reasons other than a formal change in the planned use of such property, the accumulated project costs are written off. Capitalized costs are allocated to the specific components of a project that are benefited.
Lease Accounting
Arrangements wherein we are the lessee:
At the inception of a contract, we determine if the contract is or contains a lease. Leases are classified as either financing or operating based upon criteria within Accounting Standards Codification (“ASC”) 842, Leases , and a
F-18
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term, as adjusted for prepayments, incentives and initial direct costs. ROU assets are subsequently measured at the value of the remeasured lease liability, adjusted for the remaining balance of the following, as applicable: lease incentives, cumulative prepaid or accrued rent and unamortized initial direct costs. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. 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. 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. 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. 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.
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.
Operating leases are included in “Operating leases - net” and “Operating lease obligations” on our Consolidated Balance Sheets. Financing lease assets are included in “Financing leases - net” and “Financing lease obligations” on our Consolidated Balance Sheets
Arrangements wherein we are the lessor:
Each new lease contract is evaluated for classification as a sales-type lease, direct financing or operating lease. A lease is a sales-type lease if any one of five criteria are met, as outlined in ASC 842 each of which indicate the lease, in effect, transfers control of the underlying asset to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating we have transferred substantially all the risks and benefits of the underlying asset to the lessee and a third party, the lease is a direct financing lease. All leases that are not sales-type or direct financing leases are operating leases. We do not currently have any sales-type or direct financing leases.
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”. We
F-19
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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 .
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. Our lease contracts are structured in a manner to reduce risks associated with the residual value of leased assets.
Business Combinations and Asset Acquisitions
For business combinations, the excess of purchase price over the net fair value of assets acquired and liabilities assumed is recorded as goodwill. In an asset acquisition where we have determined that the cost incurred differs from the fair value of the net assets acquired, we assess whether we have appropriately determined the fair value of the assets and liabilities acquired and we also confirm that all identifiable assets have been appropriately identified and recognized. After completing this assessment, we allocate the difference on a relative fair value basis to all assets acquired except for financial assets (as defined in ASC 860, Transfers and Servicing ), deferred taxes, and assets defined as “current” (as defined in ASC 210, Balance Sheet ).
Whether the acquired business is being accounted for as a business combination or an asset acquisition, the determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques. Significant judgment is involved specifically in determining the estimated fair value of the acquired land and buildings and intangible assets. For intangible assets, we typically use the excess earnings method. Significant estimates that are more subjective and complex include the discount rate and operating margin. 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. 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. 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
Identifiable intangible assets consist of a trade name, customer relationships, in-place lease and assembled workforce.
The Company’s trade name asset is indefinite-lived, thus, it is not amortized. The Company evaluates the carrying value of its trade name 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 the trade name below its carrying amount. There were no impairments to the Company’s trade name for the years ended December 31, 2024, 2023 and 2022.
F-20
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
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. 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. 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. 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.
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
Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in connection with business combinations. All acquisition-related goodwill balances are allocated amongst the Company’s reporting units based on the nature of the acquired operations that originally created the goodwill.
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 below its carrying amount. The Company may use both qualitative and quantitative approaches when testing goodwill for impairment. For selected reporting units where we use the qualitative approach, we perform a qualitative evaluation of events and circumstances impacting the reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on that qualitative evaluation, if we determine it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, we perform a quantitative impairment test. 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. 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: 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. The market-based multiples approach assesses the financial performance and market values of other market-participant companies. If the estimated fair value of each of the reporting units exceeds the corresponding carrying value, no impairment of goodwill exists. If the reporting unit carrying value exceeds the reporting unit fair value an impairment charge is recorded for the difference between fair value and carrying value, limited to the amount of goodwill in the reporting unit. As of October 1, 2024, our reporting units which had a goodwill balance included the following: North America warehouse, North America transportation, and Asia-Pacific warehouse. The results of our 2024 impairment test for our reporting units indicated that the estimated fair value of each of
F-21
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
our reporting units was in excess of the corresponding carrying amount as of October 1, and no impairment of goodwill existed.
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. 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. 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. The assumptions used in the quantitative impairment test were estimates and used Level 3 inputs. 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. Of these assumptions, the discount rates were the most subjective and/or complex. 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.
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. 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
Cash and cash equivalents consist of cash on hand, demand deposits, and short-term liquid investments purchased with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value. 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.
Accounts Receivable
Accounts receivable are recorded at the invoiced amount. The Company periodically evaluates the collectability of amounts due from customers and maintains an allowance for doubtful accounts for estimated amounts uncollectible from customers. 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.
F-22
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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
(In thousands)
Year ended December 31, 2024
$ 21,647 7,633 1,771 ( 6,625 ) $ 24,426
Year ended December 31, 2023
$ 15,951 6,422 6,296 ( 7,022 ) $ 21,647
The Company records interest on delinquent billings in “Other, net” on the accompanying Consolidated Statements of Operations when collected.
Deferred Financing Costs
Direct financing costs are deferred and amortized over the terms of the related agreements as a component of “Interest expense” in the accompanying Consolidated Statements of Operations. 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. 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. 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
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). 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).
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. 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.
F-23
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Transportation Revenues
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.
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). 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.
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.
Income Taxes
The Company operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856-860 of the Code. Under those sections, a REIT that distributes at least 100% of its REIT taxable income, as defined in the Code, as a dividend to its stockholders each year and that meets certain other conditions will not be taxed on that portion of its taxable income that is distributed to its stockholders for U.S. federal income tax purposes. Through cash dividends, the Company, for tax purposes, has distributed an amount equal to or greater than its REIT taxable income for the years ended December 31, 2024, 2023 and 2022. For all periods presented, the Company has met all the requirements to qualify as a REIT. Thus, no provision for federal income taxes was made for the years ended December 31, 2024, 2023 and 2022, except as needed for the Company’s U.S. Taxable REIT Subsidiaries (TRSs), and for the Company’s foreign entities. To qualify as a REIT, an entity cannot have at the end of any taxable year any undistributed earnings and profits that are attributable to a non-REIT taxable year (undistributed E&P). The Company believes that it had no undistributed E&P as of December 31, 2024. However, to the extent there is a determination (within the meaning of Section 852(e)(1)) of the Code that the Company has undistributed earnings and profits (as determined for U.S. 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: 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.
If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even as a REIT, it may be subject to certain state and local income and franchise taxes, and to U.S. federal income and excise taxes on undistributed taxable income and on certain built-in gains.
F-24
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The Company has elected TRS status for certain wholly-owned subsidiaries. This allows the Company to provide services at those consolidated subsidiaries that would otherwise be considered impermissible for REITs. Many of the foreign countries in which we have operations do not recognize REITs or do not grant REIT status under their respective tax laws to our entities that operate in their jurisdiction. Accordingly, the Company recognizes income tax expense for the U.S. federal and state income taxes incurred by the TRSs, taxes incurred in certain U.S. states and foreign jurisdictions, and interest and penalties associated with unrecognized tax benefit liabilities, as applicable.
Common share dividends are characterized for U.S. federal income tax purposes as ordinary income, qualified dividends, capital gains, non-taxable income return of capital, or a combination of the four. Common share dividends that exceed current and accumulated earnings and profits (calculated for tax purposes) constitute a return of capital rather than a dividend and generally reduce the stockholder’s basis in the common share. At the beginning of each year, we notify our stockholders of the taxability of the common share dividends paid during the preceding year. The payment of common share dividends is dependent upon our financial condition, operating results, and REIT distribution requirements and may be adjusted at the discretion of the Company’s Board of Directors. The composition of the Company’s distributions per common share for each year presented is as follows:
Common Shares
2024 2023 2022
Ordinary income
70 % 66 % 41 %
Capital gains
0 % 0 % 0 %
Return of capital
30 % 34 % 59 %
100 % 100 % 100 %
Taxable REIT Subsidiary
The Company has elected to treat certain of its wholly owned subsidiaries as TRSs. A TRS is subject to U.S. federal and state income taxes at regular corporate tax rates. Thus, income taxes for the Company’s TRSs are accounted for using the asset and liability method, under which deferred income taxes are recognized for (i) temporary differences between the financial reporting and tax bases of assets and liabilities and (ii) operating loss and tax credit carryforwards based on enacted tax rates expected to be in effect when such amounts are realized or settled.
The Company records a valuation allowance for deferred tax assets when it estimates that it is more likely than not that future taxable income will be insufficient to fully use a deduction or credit in a specific jurisdiction. In assessing the need for the recognition of a valuation allowance for deferred tax assets, we consider whether it is more likely than not that some portion, or all, of the deferred tax assets will not be realized and adjust the valuation allowance accordingly. We evaluate all significant available positive and negative evidence as part of our analysis. Negative evidence includes the existence of losses in recent years. 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.
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
F-25
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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.
The Organization for Economic Co-operation and Development (“OECD”) has proposed a global minimum tax of 15% of reported profits (Pillar 2) that has been agreed upon in principle by over 140 countries. During 2023, many countries incorporated Pillar 2 model rules into their laws. The model rules provide a framework for applying the minimum tax and some countries have adopted Pillar 2 effective January 1, 2024; however, countries must individually enact Pillar 2 which may result in variation in the application of the model rules and timelines. There was no material impact to our Consolidated Financial Statements from this Pillar Two provision during the year ended December 31, 2024. We will continue to monitor both U.S. and international legislative developments related to Pillar Two to assess for any potential impacts.
Pension and Post-Retirement Benefits
The Company has defined benefit pension plans that cover certain union and nonunion associates. The Company also participates in multi-employer union defined benefit pension plans under collective bargaining agreements for certain union associates. The Company also has a post-retirement benefit plan to provide life insurance coverage to eligible retired associates. The Company also offers defined contribution plans to all of its eligible associates. Contributions to multi-employer union defined benefit pension plans are expensed as incurred, as are the Company’s contributions to the defined contribution plans. 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. 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
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. 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. These transactions are initially recorded in the functional currency of the subsidiary based on the applicable exchange rate in effect on the date of the transaction. On a monthly basis, these transactions are remeasured to an equivalent amount of the functional currency based on the applicable exchange rate in effect on the remeasurement date. 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.
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
F-26
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
“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. 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. Refer to Note 10 - Derivative Financial Instruments for further details. 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. The remeasurement of these instruments is recorded in “Unrealized net gain (loss) on foreign currency” on the accompanying Consolidated Statements of Comprehensive (Loss) Income. Refer to Note 10 - Derivative Financial Instruments for further details.
F-27
Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2024-03, Income Statement –Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires an entity to disclose the amounts of employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under current GAAP in the same disclosure. 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. 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. 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. We are currently evaluating when we will adopt the ASU and the impacted on our Consolidated Financial Statements and the related footnote disclosures.
In March 2024, the Securities and Exchange Commission (the “SEC”) adopted the final rules that will require certain climate-related information in registration statements and annual reports. In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. The new rules include a requirement to disclose material climate-related risks, descriptions of board oversight and risk management activities, the material impacts of these risks on a registrants’ strategy, business model and outlook, and any material climate-related targets or goals, as well as material effects of severe weather events and other natural conditions and greenhouse gas emissions. Prior to the stay, the new rules would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosure which would have been effective for annual periods beginning January 1, 2026. The Company is currently evaluating the impact of these rules on its disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. 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): 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. 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. The adoption of ASU 2023-07 did not have a material impact on our financial position or results of operations. 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.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
3. Business Combinations, Asset Acquisitions and Discontinued Operations
Acquisitions Completed During 2023
Acquisition of Safeway
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. 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. 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 Safeway.
Acquisition of Ormeau Cold Store
On July 7, 2023 the Company completed the acquisition of Ormeau, which operates a single facility located in Northern NSW, Australia for total consideration of A$ 35.1 million, or $ 23.5 million, based on the exchange rate between the AUD and USD on the closing date of the transaction. The acquisition accounting related to the consideration transferred primarily included assigning the fair values of the assets acquired including $ 3.6 million of land, $ 15.0 million of buildings and improvements, and $ 5.0 million of machinery and equipment, all of which are allocated to the Warehouse segment. This transaction was accounted for as an asset acquisition, therefore no goodwill was recognized. 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 Ormeau.
Purchase of Comfrio Joint Venture
In connection with the 2020 Agro acquisition, the Company acquired 22 % of equity ownership in Comfrio. The remaining interests were held by the general partner and two minority shareholders. The JV agreement included a fair value call/put option which would allow the remaining 78 % interest in Comfrio to be either purchased by or sold to the Company through either the exercise of the Company’s call option or the exercise of the general partner’s put option. Once the exercise of the put was deemed probable, the Company remeasured the fair value of the put option, which resulted in a loss of $ 56.6 million. The fair value of the put option was determined using inputs classified as Level 3 within the fair value hierarchy. In April 2023, the two parties received regulatory approval from the Brazilian government, and the acquisition closed on May 30, 2023 (the “Acquisition Date”). Total consideration paid was $ 56.6 million, of which $ 46.7 million was funded during the year ended December 31, 2023. Prior to the Acquisition Date, the Company’s 22 % equity interest was accounted for as an equity method investment. Given the financial condition of the acquiree, the Company remeasured its interest and determined no gain or loss should be recognized upon the closing of the acquisition.
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Americold Realty Trust, Inc. and Subsidiaries
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. The final fair values of the assets acquired and liabilities assumed are based on management’s estimates and assumptions, as well as other information compiled by management, including information from prior valuations of similar entities and the books and records of Comfrio. Given the financial condition of Comfrio, the Company, in collaboration with the third party valuation specialist, determined that the liquidation valuation approach was most appropriate to measure the fair value of the assets and liabilities of Comfrio. Accordingly, the Company determined the fair values of the assets and liabilities acquired based on what was determined to be recoverable if Comfrio were liquidated.
Upon acquisition, the Company committed to a plan to sell Comfrio in its present condition and initiated a program to locate a buyer and complete the disposition. As Comfrio was a newly acquired business that met the held-for-sale criteria upon acquisition, the Company classified the associated assets acquired and liabilities assumed as held for sale and the operations as discontinued operations. In August of 2023, the Company sold the assets and liabilities of Comfrio. The corresponding proceeds and gain related to the sale were insignificant.
The primary components of the loss from discontinued operations for the years ended December 31, 2023 and 2022 are included in the table below. There were no discontinued operations during the year ended December 31, 2024.
Years Ended December 31,
2023 2022
Results of discontinued operations (In thousands)
Revenues $ 29,471 $ —
Operating expenses 32,088 —
Estimated costs of disposal 4,616 —
Loss from partial investment pre-acquisition 4,111 8,382
Gain from sale of Comfrio ( 1,082 ) —
Pre-tax loss ( 10,262 ) ( 8,382 )
Income tax expense ( 191 ) —
Loss from discontinued operations, net of tax
$ ( 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.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Acquisition Completed During 2022
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. The acquisition accounting related to the consideration transferred primarily included assigning the fair values of the assets acquired and liabilities assumed including $ 1.0 million of land, $ 8.2 million of buildings and improvements, $ 3.7 million of machinery and equipment, and $ 3.1 million of goodwill, all of which are allocated to the Warehouse segment. 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. We have included the financial results of the acquired operations in our Warehouse segment since the date of the acquisition.
4. Investments in and Advances to Partially Owned Entities
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:
As of December 31,
Joint Venture Location % Ownership 2024 2023
(In thousands)
Investment in SuperFrio Brazil 14.99 % $ 22,498 $ 32,350
Investment in RSA Dubai 49 % 5,296 4,073
Advances to RSA, including accrued interest
12,458 1,690
Total investment in and advances to RSA 17,754 5,763
Total investments in and advances to partially owned entities
$ 40,252 $ 38,113
The debt of each of these unconsolidated joint ventures is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations.
SuperFrio Joint Venture
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 . Including certain transaction costs, the Company recorded an initial investment of USD $ 25.7 million in this joint venture. 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. There were no material
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
amounts contributed to the SuperFrio joint venture during 2024, 2023 and 2022 , and no further contributions are expected at this time.
The Company’s investment in the SuperFrio joint venture is carried in Brazil reals; 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
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. 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. 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. T he capital calls from RSA were issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged.
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.
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. 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.
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
As a result of the Agro acquisition which closed on December 30, 2020, the Company acquired Agro’s 22 % share of ownership in Comfrio. During the year ended December 31, 2023, the Company both purchased and subsequently sold the remaining interest in the joint venture. 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. 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. 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.
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Notes to Consolidated Financial Statements
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.
5. Goodwill and Intangible Assets
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:
Warehouse Transportation Total
(In thousands)
December 31, 2022 $ 989,286 $ 44,351 $ 1,033,637
Purchase price allocation adjustments
( 4,348 ) — ( 4,348 )
Goodwill impairment
( 236,515 ) — ( 236,515 )
Impact of foreign currency translation
1,230 — 1,230
December 31, 2023 749,653 44,351 794,004
Impact of foreign currency translation
( 9,962 ) — ( 9,962 )
December 31, 2024 $ 739,691 $ 44,351 $ 784,042
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.
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
(In thousands)
Customer relationships
$ 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
Trade name 16,700 ( 1,623 ) 15,077 16,700 ( 1,623 ) 15,077
Total intangible assets, other than goodwill $ 1,013,594 $ ( 174,934 ) $ 838,660 $ 1,044,061 $ ( 146,647 ) $ 897,414
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. 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.
The Company’s Trade name is an indefinite-lived intangible.
Amortization expense for the years ended December 31, 2024, 2023 and 2022 was $ 36.4 million, $ 36.9 million and $ 35.7 million, respectively.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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. 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.
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.
6. Other Assets
Other assets as of December 31, 2024 and 2023 are as follows:
As of December 31,
2024 2023
(In thousands)
Capitalized costs related to Project Orion, net of accumulated amortization $ 80,487 $ 43,948
Prepaid accounts 44,402 40,942
Fair value of derivatives 29,868 15,480
Reimbursement receivable 24,609 23,483
Value added tax receivable 19,063 17,339
Inventory and supplies 7,427 7,236
Other 85,374 45,650
Total other assets
$ 291,230 $ 194,078
7. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses as of December 31, 2024 and 2023 are as follows:
As of December 31,
2024 2023
(In thousands)
Trade payables $ 221,641 $ 201,094
Accrued payroll and employee benefits 90,513 107,663
Dividends payable 64,032 63,564
Accrued warehouse expenses 42,032 43,702
Accrued interest 36,222 28,399
Accrued workers' compensation expenses 35,944 33,030
Value added tax payable 18,947 16,772
Other accrued expenses 94,080 74,540
Total accounts payable and accrued expenses
$ 603,411 $ 568,764
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
8. Acquisition, Cyber Incident, and Other, Net
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,
2024 2023 2022
Acquisition, cyber incident, and other, net (In thousands)
Project Orion expenses $ 58,187 $ 13,929 $ 3,945
Severance costs 11,710 11,668 6,530
Acquisition and integration related costs 9,833 5,094 20,073
Other, net 2,649 2,058 19
Cyber incident related costs, net of insurance recoveries ( 5,210 ) 28,877 ( 2,210 )
Pension plan termination charges — 2,461 —
Terminated site operations costs — — 4,154
Total acquisition, cyber incident, and other, net
$ 77,169 $ 64,087 $ 32,511
Project Orion expenses represent the non-capitalizable portion of our Project Orion costs. This project is an investment in and transformation of our technology systems, business processes and customer solutions. The first phase of Project Orion was deployed during the second quarter of 2024. Refer to Note 1 - Description of the Business for further details on the overall project and related amortization of deferred project costs.
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.
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. Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations for further information regarding acquisitions completed in 2023 and 2022.
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 .
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. Refer to Note 1 - Description of the Business for additional information.
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. These terminations were part of our strategic efforts to exit or sell non-strategic warehouses as opposed to ordinary
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
course lease expirations. 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.
9. Debt
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
(In thousands)
Senior Unsecured Notes $ 2,226,524 $ 1,777,925
Senior Unsecured Term Loans 818,820 833,775
Senior Unsecured Revolving Credit Facility 255,052 392,156
Total principal amount of indebtedness $ 3,300,396 $ 3,003,856
Less: unamortized deferred financing costs
( 13,882 ) ( 10,578 )
Total indebtedness, net of deferred financing costs
$ 3,286,514 $ 2,993,278
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)
(In thousands, except percentages)
Private Series A Notes 01/2026 4.68 % $ 200,000 $ 200,000 $ 200,000 $ 200,000
Private Series B Notes 01/2029 4.86 % $ 400,000 400,000 $ 400,000 400,000
Private Series C Notes 01/2030 4.10 % $ 350,000 350,000 $ 350,000 350,000
Private Series D Notes 01/2031 1.62 % € 400,000 414,146 € 400,000 441,560
Private Series E Notes 01/2033 1.65 % € 350,000 362,378 € 350,000 386,365
Public 5.409% Notes 09/2034 5.41 %
$ 500,000 500,000 $ — —
Total Senior Unsecured Notes
$ 2,226,524 $ 1,777,925
The following table provides the details of our Senior Unsecured Term Loans:
December 31, 2024 December 31, 2023
Stated Maturity Date (2)
Contractual Interest Rate (1)
Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1)
Borrowing Currency Carrying Amount (USD)
(In thousands, except percentages)
Tranche A-1 08/2025 SOFR + 0.94 %
$ 375,000 $ 375,000 SOFR + 0.94 %
$ 375,000 $ 375,000
Tranche A-2 01/2028 CORRA + 0.94 %
C$ 250,000 173,820 CDOR + 0.94 %
C$ 250,000 188,775
Delayed Draw Tranche A-3 01/2028 SOFR + 0.94 %
$ 270,000 270,000 SOFR + 0.94 %
$ 270,000 270,000
Total Senior Unsecured Term Loans
$ 818,820 $ 833,775
(1) SOFR = one-month Adjusted Term SOFR; CORRA = adjusted daily CORRA. Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.10 % in addition to the margin. Tranche A-2 CORRA includes an adjustment of 0.30 % in addition to the margin. Our Canadian dollar borrowings previously bore interest tied to one-month CDOR. Refer to Note 10 - Derivative Financial Instruments for details of the related interest rate swaps.
(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.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following table provides the details of our Senior Unsecured Revolving Credit Facility:
December 31, 2024 December 31, 2023
Denomination of Draw Contractual Interest Rate (1)
Borrowing Currency Carrying Amount (USD) Contractual Interest Rate (1)
Borrowing Currency Carrying Amount (USD)
(In thousands, except percentages)
U.S. dollar SOFR + 0.84 %
$ 14,000 $ 14,000 SOFR + 0.84 %
$ 34,000 $ 34,000
Australian dollar BBSW + 0.84 %
A$ 197,000 121,908 BBSW + 0.84 %
A$ 191,000 130,108
British pound sterling SONIA + 0.84 %
£ — — SONIA + 0.84 %
£ 78,000 99,302
Canadian dollar CORRA + 0.84 %
C$ 35,000 24,335 CDOR + 0.84 %
C$ 35,000 26,429
Euro EURIBOR + 0.84 %
€ 70,500 72,993 EURIBOR + 0.84 %
€ 67,500 74,513
New Zealand dollar BKBM + 0.84 %
NZ$ 39,000 21,816 BKBM + 0.84 %
NZ$ 44,000 27,804
Total Senior Unsecured Revolving Credit Facility
$ 255,052 $ 392,156
(1) SOFR = adjusted daily SOFR; BBSW = one-month Bank Bill Swap Rate; CORRA = adjusted daily CORRA; EURIBOR = one-month Euro Interbank Offered Rate; BKBM = one-month Bank Bill Reference Rate. 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. Included in the adjusted daily CORRA rate is an adjustment of 0.30 % in addition to the margin. Our British pound sterling borrowings bore interest tied to adjusted SONIA, which included an adjustment of 0.03 % in addition to the margin. Our Canadian dollar borrowings previously bore interest tied to one-month CDOR.
Senior Unsecured Credit Facility
On August 23, 2022, the Company entered into an agreement to extend and upsize its Senior Unsecured Credit Facility from $ 1.5 billion to approximately $ 2.0 billion. Additionally, the Company used a portion of the unsecured credit facilities to repay its 2013 Mortgage Notes which were scheduled to mature on May 1, 2023, but became prepayable at par beginning November 1, 2022. 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.
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. No refinancings occurred during the years ended December 31, 2024 or 2023.
Revolving Credit Facility
The Senior Unsecured Revolving Credit Facility is comprised of a $ 575 million U.S. dollar component and a $ 575 million U.S. dollar equivalent, multicurrency component. The revolving credit facility matures in August 2026; however, the Company has the option to extend maturity up to two times, each for a six-month period. The Company must meet certain criteria in order to extend the maturity, and an additional extension fee must be paid. 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. 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.
Term Loans
The Senior Unsecured Term Loan A consists of three tranches. Tranche A-1 consists of a $ 375 million USD term loan, with a maturity date of August 2025; however, the Company has the option to extend maturity up to two
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Notes to Consolidated Financial Statements
times, each for a twelve-month period. 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. 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. 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. These costs are amortized through the maturity date as interest expense under the effective interest method.
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. 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.
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:
• a maximum leverage ratio of less than or equal to 60 % of our total asset value. Following a Material Acquisition, leverage ratio shall not exceed 65 %;
• a maximum unencumbered leverage ratio of less than or equal to 60 % to unencumbered asset value. Following a Material Acquisition, unencumbered leverage ratio shall not exceed 65 %;
• a maximum secured leverage ratio of less than or equal to 40 % to total asset value. Following a Material Acquisition, secured leverage ratio shall not exceed 45 %;
• a minimum fixed charge coverage ratio of greater than or equal to 1.50 x; and
• a minimum unsecured interest coverage ratio of greater than or equal to 1.75 x.
Material Acquisition in our Senior Unsecured Credit Facility is defined as one in which assets acquired exceeds an amount equal to 5 % of total asset value as of the last day of the most recently ended fiscal quarter publicly available. Obligations under our Senior Unsecured Credit Facility are general unsecured obligations of our Operating Partnership and are guaranteed by the Company and certain subsidiaries of the Company. As of December 31, 2024, the Company was in compliance with all debt covenants.
Senior Unsecured Notes
Private Series A, B, C, D, and E Notes
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.
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.
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
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Notes to Consolidated Financial Statements
senior unsecured notes with a coupon of 1.65 % due January 7, 2033 (“Private Series E Notes”). Interest is payable on January 7 and July 7 of each year until maturity.
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. 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 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. Any prepayment in full must include a make-whole amount, which is the discounted remaining scheduled payments due to the lender. The discount rate to be used is equal to 0.50 % plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. The Company must give each lender at least 10 days written notice whenever it intends to prepay any portion of the debt. The notes are general unsecured senior obligations of the Operating Partnership and are guaranteed by the Company and certain subsidiaries of the Company.
If a change in control occurs for the Company, the Company must issue an offer to prepay the remaining portion of the debt to the lenders. The prepayment amount will be 100 % of the principal amount, as well as accrued and unpaid interest.
The Company is required to maintain at all times an investment grade debt rating for each series of notes from a nationally recognized statistical rating organization. In addition, the Senior Unsecured Notes contain certain financial covenants required on a quarterly or occurrence basis, as defined in the credit agreement, including:
• a maximum leverage ratio of less than or equal to 60 % of our total asset value;
• a maximum unsecured indebtedness to qualified assets ratio of less than 0.60 to 1.00 ;
• a maximum total secured indebtedness ratio of less than 0.40 to 1.00 ;
• a minimum fixed charge coverage ratio of greater than or equal to 1.50 to 1.00 ; and
• a minimum unsecured debt service ratio of greater than or equal to 2.00 to 1.00 .
As of December 31, 2024, the Company was in compliance with all debt covenants.
Public Senior Unsecured Notes
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. 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. The Public Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company, Americold Realty Operations, Inc., a wholly-owned subsidiary of the Company and a limited partner of the Operating Partnership, and certain subsidiaries of the Operating Partnership. The Public Senior Unsecured Notes bear interest at a rate of 5.409 % per year, and interest is payable on March 12 and September 12 of each year, with the first payment occurring March 12, 2025. The proceeds from the issuance of the Public Senior Unsecured Notes were used to repay a portion of borrowings previously outstanding.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
In connection with the issuance of the Public Senior Unsecured Notes, we incurred approximately $ 6.1 million of debt issuance costs. 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. These costs are amortized through the maturity date as interest expense under the effective interest method.
The Public Senior Unsecured Notes may be redeemed at the option of the Company. Prior to June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Public Senior Unsecured Notes being redeemed, or (ii) a make-whole premium calculated in accordance with the indenture. On or after June 12, 2034, the Public Senior Unsecured Notes may be redeemed at our option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Public Senior Unsecured Notes to be redeemed. In both cases, the prepayment amount must also include any unpaid interest accrued thereon to, but excluding, the redemption date.
The Public Senior Unsecured Notes require that we maintain at all times a minimum maintenance of total unencumbered assets value of not less than 150 % of the aggregate principal amount of all outstanding unsecured debt of the Company, the Operating Partnership and their respective subsidiaries on a consolidated basis. The Public Senior Unsecured Notes also contain certain financial covenants required on a quarterly or occurrence basis, as defined in the offering prospectus, including:
• a maximum total indebtedness to total assets ratio of less than 0.60 to 1.00 ;
• a maximum total secured indebtedness to total assets ratio of less than 0.40 to 1.00 ; and
• a minimum interest coverage ratio of not less than 1.50 to 1.00 .
The indenture governing the Public Senior Unsecured Notes contains additional covenants customary for similar offerings, including, without limitation, that any subsidiary which becomes a co-borrower, guarantor or otherwise becomes obligated under our Senior Unsecured Term Loans or Senior Unsecured Revolving Credit Facility must also fully and unconditionally guarantee the Public Senior Unsecured Notes.
As of December 31, 2024, the Company was in compliance with all debt covenants.
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:
Years Ending December 31: (1)
(In thousands)
2025
$ 375,000
2026 455,052
2027 —
2028 443,820
2029 400,000
Thereafter
1,626,524
Total principal amount of indebtedness 3,300,396
Less: unamortized deferred financing costs
( 13,882 )
Total indebtedness, net of deferred financing costs
$ 3,286,514
(1) The debt listed to mature in 2025 represents the Tranche A-1 term loan. 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. Approximately $ 255.1 million of the debt listed to mature in 2026 represents outstanding borrowings on the revolving credit facility. 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.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
10. Derivative Financial Instruments
Designated Non-derivative Financial Instruments
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. 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. The remeasurement of these instruments is recorded in “Unrealized net gain (loss) on foreign currency” on the Consolidated Statements of Comprehensive (Loss) Income.
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. The Company has determined that the impacts of this adjustment are immaterial to the current and prior period interim and annual financial statements and disclosures. Furthermore, the Company fully paid off the balance of this revolving debt during the year ended December 31, 2024.
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
The Company is subject to volatility in interest rates due to variable-rate debt. To manage this risk, the Company periodically enters into interest rate swap agreements. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective swap agreement without an exchange of the underlying notional amount. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in interest rates.
The following table includes the key provisions of the interest rate swaps outstanding as of 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
(In thousands)
$ 200 million
3.05 % 12/29/2023 7/30/2027 $ 4,651 $ —
$ 175 million
3.47 % 11/30/2022 7/30/2027 2,265 —
$ 270 million
3.05 % 11/01/2022 12/31/2027 7,225 —
C$ 250 million
3.59 % 9/23/2022 12/31/2027 — 3,021
Total $ 14,141 $ 3,021
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Notional Fixed Base Interest Rate Swap Effective Date Expiration Date Asset Fair Value as of December 31, 2023
Liability Fair Value as of December 31, 2023
(In thousands)
$ 200 million
3.05 % 12/29/2023 7/30/2027 $ 3,687 $ —
$ 175 million
3.47 % 11/30/2022 7/30/2027 788 —
$ 270 million
3.05 % 11/01/2022 12/31/2027 5,106 —
C$ 250 million
3.59 % 9/23/2022 12/31/2027 — 330
Total $ 9,581 $ 330
In 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.
The Company is also subject to volatility in foreign exchange rates due to foreign-currency denominated intercompany loans. To manage this risk, the Company periodically enters into cross-currency swap agreements. These agreements effectively mitigate the Company’s exposure to fluctuations in cash flows due to changes in foreign exchange rates. 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. 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. 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.
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. 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. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, implied volatilities, foreign currency spot and forward rates. The fair values are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Foreign currency spot, forward and cross-currency basis are also incorporated into the valuation of cross-currency swaps. These inputs are classified as Level 2 of the fair value hierarchy. 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”.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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
Designated derivatives (In thousands)
Foreign exchange contracts $ 15,727 $ 5,899 $ — $ —
Interest rate contracts 14,141 9,581 3,021 330
Total fair value of derivatives $ 29,868 $ 15,480 $ 3,021 $ 330
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:
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
(In thousands)
(In thousands)
Interest rate contracts $ 17,431 $ 7,504 $ 15,572 Interest expense $ 15,574 $ 13,825 $ 721
Loss on debt extinguishment, modifications and termination of derivative instruments (1)
( 973 ) ( 2,513 ) ( 2,507 )
Foreign exchange contracts 10,334 1,028 5,933 Foreign currency exchange gain (loss), net
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
(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.”
The Company’s derivatives are subject to master netting agreements, but there was no impact of offsetting as of December 31, 2024 and 2023.
As of December 31, 2024 and 2023, the Company has not posted any collateral related to these agreements. The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default of its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
11. Sale-Leasebacks of Real Estate
The Company has a series of leases accounted for as failed sale-leaseback financing obligations associated with long-lived real estate assets. 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.
December 31, 2024
December 31, 2023
Maturity Interest Rate Balance Maturity Interest Rate Balance
(In thousands, except percentages)
1 warehouse – 2010
7/2030 10.34 % $ 15,872 7/2030 10.34 % $ 16,912
11 warehouses – 2007
— — — 9/2027 7.00 % - 19.59 %
78,735
3 facilities - 2007 (Agro)
7/2031 10 % 58,359 7/2031 10 % 60,987
1 facility - 2013 (Agro)
12/2033 10 % 4,770 12/2033 10 % 5,303
Total sale-leaseback financing obligations $ 79,001 $ 161,937
In connection with the Agro acquisition, the Company assumed four sale-leaseback facilities. 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 %. 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 . The rent payments increase every five years by the lesser of the cumulative increase in CPI over the related five-year period or 12 %.
In September 2010, the Company entered into a transaction by which it assigned to an unrelated third party its fixed price “in the money” purchase option of $ 18.3 million on a warehouse it was leasing in Ontario, California. The purchase option was exercised in September 2010, and the Company simultaneously entered into a new 20 -year lease agreement with the new owner and received $ 1.0 million of consideration to use towards warehouse improvements. 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. 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. The agreements for the leases of these properties had various initial terms of 10 to 20 years and annual rent increases of 1.75 %. The leases contained four extension options at the discretion of the Company, each for a five-year period. 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.
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. 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.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
These purchases resulted in the recognition of a $ 115.1 million Loss on debt extinguishment during the year ended December 31, 2024. These amounts are recognized within “Loss on debt extinguishment, modifications and termination of derivative instruments” on the Consolidated Statements of Operations.
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:
(In thousands)
2025 $ 12,259
2026 12,325
2027 13,059
2028 13,261
2029 13,421
Thereafter
54,133
Total minimum payments
118,458
Interest portion
( 39,457 )
Present value of net minimum payments
$ 79,001
12. Lease Accounting
Arrangements wherein we are the lessee:
We have operating and finance leases for land, warehouses, offices, vehicles, and equipment with remaining lease terms ranging from 1 to 28 years. Many of our leases include one or more options to extend the lease term from 1 to 10 years that may be exercised at our sole discretion. Additionally, many of our leases for vehicles and equipment include options to purchase the underlying asset at or before expiration of the lease agreement. Rental payments are generally fixed over the term of the lease agreement with the exception of certain equipment leases for which the rental payment may vary based on usage of the asset. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
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.
The components of lease expense were as follows:
Years Ended December 31,
2024 2023 2022
Components of lease expense:
(In thousands)
Operating lease cost (1)
$ 44,883 $ 44,971 $ 52,331
Financing lease cost:
Depreciation
31,642 26,129 25,687
Interest on lease liabilities
4,129 444 3,063
Sublease income
( 17,573 ) ( 5,856 ) ( 7,991 )
Net lease expense
$ 63,081 $ 65,688 $ 73,090
(1) Includes short-term lease and variable lease costs, which are immaterial.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Other information related to leases is as follows:
Years Ended December 31,
2024 2023 2022
Supplemental Cash Flow Information
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
$ ( 36,118 ) $ ( 35,510 ) $ ( 42,949 )
Financing cash flows from finance leases
$ ( 37,921 ) $ ( 39,214 ) $ ( 33,860 )
Right-of-use assets obtained in exchange for lease obligations
Operating leases
$ 11,186 $ 6,244 $ 7,889
Finance leases
$ 38,989 $ 59,276 $ 18,694
Weighted-average remaining lease term (years)
Operating leases
9.9 10.6 11.1
Finance leases
3.3 3.9 3.3
Weighted-average discount rate
Operating leases
2.9 % 2.8 % 2.8 %
Finance leases
4.7 % 3.9 % 3.2 %
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
(In thousands)
2025 $ 33,492 $ 33,097 $ 66,589
2026 29,552 28,008 57,560
2027 27,094 23,352 50,446
2028 25,205 13,713 38,918
2029 22,437 4,652 27,089
Thereafter 114,642 1,942 116,584
Total future minimum lease payments $ 252,422 $ 104,764 $ 357,186
Less: Interest ( 33,323 ) ( 8,980 ) ( 42,303 )
Total future minimum lease payments less interest $ 219,099 $ 95,784 $ 314,883
Arrangements wherein we are the lessor:
We receive lease income as the lessor for certain buildings and warehouses or space within a warehouse. The remaining term on existing leases ranges from 1 to 13 years. Lease income is generally fixed over the duration of the contract and each lease contract contains clauses permitting extension or termination. Lease incentives and options for purchase of the leased asset by the lessee are generally not included.
The Company is party to operating leases only and currently does not have sales-type or direct financing leases. 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. The portion of these assets that are applicable
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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. 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. 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.
Future minimum lease payments due from our customers on leases as of December 31, 2024 were as follows:
Year ending December 31, Operating Leases
(In thousands)
2025 $ 50,464
2026 42,696
2027 35,641
2028 30,145
2029 16,125
Thereafter 42,181
Total $ 217,252
13. Fair Value Measurements
The Company categorizes assets and liabilities that are recorded at fair values into one of three tiers based upon fair value hierarchy. These tiers include the following:
• Level 1 - Valuations based on quoted market prices in active markets for identical assets or liabilities;
• Level 2 - Valuations based on inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data;
• Level 3 - Valuations based on unobservable inputs that are not corroborated by market data.
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and revolving line of credit approximate their fair values due to the short-term maturities of the instruments.
The Company’s 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.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments. Refer to Note 10 - Derivative Financial Instruments for more information regarding valuation techniques of our derivative instruments.
There were no transfers between levels within the hierarchy for the years ended December 31, 2024 and 2023, respectively.
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:
Fair Value
Fair Value Hierarchy December 31, 2024 December 31, 2023
Measured at fair value on a recurring basis: (In thousands)
Interest rate swap assets
Level 2 $ 14,141 $ 9,581
Interest rate swap liabilities
Level 2 $ 3,021 $ 330
Foreign exchange swap assets
Level 2 $ 15,727 $ 5,899
Assets held by various pension plans:
Level 1 $ 22,052 $ 24,564
Level 2 $ 4,010 $ 4,425
Level 3 $ 1,107 $ 1,323
Measured at fair value on a non-recurring basis:
Certain previously impaired real estate assets Level 3 $ 25,394 $ —
Disclosed at fair value:
Public 5.409% Notes Level 2 $ 478,950 $ —
Senior unsecured notes, term loans, and revolving credit facility (1)
Level 3 $ 2,660,494 $ 2,821,064
(1) The carrying value of senior unsecured notes, term loans, and revolving credit facility is disclosed in Note 9 - Debt .
14. Stock-Based Compensation
All share-based compensation cost is measured at the grant date, based on the estimated fair value of the award. The Company issues time-based and market performance-based equity awards. 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. The terms of the OP units mirror the terms of the restricted stock units granted in the respective period.
The Company implemented an Employee Stock Purchase Plan (“ESPP”) which became effective on December 8, 2020. Under the ESPP, eligible employees are granted options to purchase common stock at the lower of 85 % of the fair market value of the stock at the time of grant or 85 % of the fair market value at the time of exercise. 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. 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. The stock-based compensation cost of the ESPP options
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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.
Aggregate stock-based compensation charges were $ 28.2 million, $ 23.6 million and $ 27.1 million during the years ended December 31, 2024, 2023 and 2022, respectively. Routine stock-based compensation expense is included as a component of “Selling, general, and administrative” expense on the accompanying Consolidated Statements of Operations. 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.
Americold Realty Trust 2010 Equity Incentive Plan
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.
Americold Realty Trust 2017 Equity Incentive Plan
On January 4, 2018, the Company’s Board of Directors adopted the Americold Realty Trust 2017 Equity Incentive Plan (“2017 Plan”), which permits the grant of various forms of equity- and cash-based awards from a reserved pool of 9,000,000 shares of common stock of the Company. On January 17, 2018, the Company’s stockholders approved the 2017 Plan. Equity-based awards issued under the 2017 Plan have the rights to receive dividend equivalents on an accrual basis. Dividend equivalents 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. 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. Accordingly, grants of time-based awards to an associate who has met the retirement criteria on or before the date of grant will be expensed at the date of grant. In addition, grants of time-based awards to associates who will meet the retirement criteria during the awards normal vesting period will be expensed between the date of grant and the date upon which the award recipient meets the retirement criteria. Time-based awards granted to recipients who meet the retirement criteria, and decide to retire, will continue vesting on the original vesting schedule as determined at grant date. 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.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Restricted Stock Units
Restricted stock units are nontransferable until vested. Prior to the issuance of a share of common stock, the grantees of restricted stock units are not entitled to vote the shares. Time-based restricted stock unit awards vest in equal annual increments over the vesting period. The grant date fair values for time-based restricted unit stock awards is equal to the closing market price of Americold Realty Trust, Inc. common stock on the grant date. 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:
Year Ended
December 31 Grantee Type Number of
Restricted Stock
Units Granted Vesting
Period Grant Date
Fair Value
(In thousands)
2024 Directors 13,834 1 year
$ 350
2024 Associates 839,166 1 - 3 years
$ 21,847
2023 Directors 12,036 1 year
$ 350
2023 Associates 634,109 1 - 3 years
$ 19,759
2022 Directors 4,810 1 year
$ 125
2022 Associates 555,719 1 - 3 years
$ 15,067
Restricted stock units granted for the year ended December 31, 2024 consisted of: (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: (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: (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.
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 %.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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:
Year Ended December 31, 2024
Restricted Stock Number of Time-Based Restricted Stock Units Aggregate Intrinsic Value (in millions) Number of Market Performance-Based Restricted Stock Units (1)
Aggregate Intrinsic Value (in millions)
Non-vested as of December 31, 2023
732,519 $ 20.0 259,326 $ 10.0
Granted
717,370 135,630
Market-performance adjustment (2)
— ( 28,632 )
Vested
( 366,298 ) ( 36,419 )
Forfeited
( 85,315 ) ( 20,860 )
Non-vested as of December 31, 2024
998,276 $ 21.4 309,045 $ 6.6
Shares vested, but not released (3)
46,890 1.0 — —
Total outstanding restricted stock units
1,045,166 $ 22.4 309,045 $ 6.6
(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.
(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: (1) termination of service; (2) change in control; (3) death; or (4) disability, as defined in the 2010 Plan. Of these vested time-based restricted stock units 46,890 belong to an active member of the Board of Directors and the date of issuance is therefore unknown at this time. The weighted average grant date fair value of these units is $ 8.42 per unit . Holders of these certain vested restricted stock units are entitled to receive dividends, but are not entitled to vote until such stock is issued.
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. During the year ended December 31, 2024 the weighted average grant date fair value of vested and converted restricted stock units was $ 30.01 and forfeited restricted stock units was $ 28.10 . The weighted average grant date fair value of non-vested restricted stock units was $ 27.56 and $ 29.09 per unit as of December 31, 2024 and 2023, respectively.
Market Performance-Based Restricted Stock Units
During each of the years ended December 31, 2024, 2023, and 2022 , the Compensation Committee of the Board of Directors approved the annual grant of market performance-based restricted stock units under the 2017 Plan to associates of the Company. The awards utilize relative total stockholder return (“TSR”) over a three-year measurement period as the market performance metric. Awards will vest based on the Company’s TSR relative to the MSCI U.S. 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. In the event that the RMZ Relative Market Performance during the Market Performance Period is achieved at the
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
“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
High Level above 75 th percentile
200 %
Target Level 50 th percentile
100 %
Threshold Level 25 th percentile
50 %
Below Threshold Level below 25 th percentile
0 %
If the RMZ Relative Market Performance falls between the levels specified above, the percentage of the award that will vest with respect to the market condition will be determined using straight-line linear interpolation between such levels.
The fair values of the awards were measured using a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied. The Company’s achievement of the market vesting condition is contingent on its TSR over a three-year market performance period, relative to the total stock price. Monte Carlo simulation is well-accepted for pricing market based awards, where the number of shares that will vest depends on the future stock price movements. For each simulated path, the TSR is calculated at the end of the performance period and determines the vesting percentage based on achievement of the performance target. The fair value of the RSUs is the average discounted payout across all simulation paths. Assumptions used in the valuations are summarized as follows:
Award Date Expected Stock Price Volatility (1)
Risk-Free Interest Rate Dividend Yield (2)
2022 33 % 1.75 % N/A
2023 28 % 4.77 % N/A
2024 29 % 4.29 % N/A
(1) Volatility is based on historical stock price
(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:
Year Ended
December 31 Grantee Type Number of
OP Units Granted Vesting
Period Grant Date Fair Value
(In thousands)
2024 Directors 43,478 1 year
$ 1,100
2024 Associates 662,200 3 years
$ 16,969
2023 Directors 37,827 1 year
$ 1,100
2023 Associates 357,254 1 - 3 years
$ 11,917
2022 Directors 35,593 1 year
$ 925
2022 Associates 342,980 1 - 3 years
$ 9,087
OP units granted for the year ended December 31, 2024 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
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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: (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.
OP units granted for the year ended December 31, 2022 consisted of: (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:
Year Ended December 31, 2024
OP Units Number of Time-Based OP Units Aggregate Intrinsic Value (in millions) Number of Market Performance-Based OP Units Aggregate Intrinsic Value (in millions)
Non-vested as of December 31, 2023
235,895 $ 7.1 420,376 $ 12.7
Granted
468,811 236,867
Vested
( 128,448 ) ( 61,089 )
Forfeited
( 13,273 ) ( 28,185 )
Non-vested as of December 31, 2024
562,985 $ 12.0 567,969 $ 12.2
Shares vested, but not released
372,168 8.0 83,304 —
Total outstanding OP units
935,153 $ 20.0 651,273 $ 12.2
The OP units granted for the years ended December 31, 2024, 2023 and 2022 had an aggregate grant date fair value of $ 18.1 million , $ 13.0 million and $ 10.0 million , respectively. During the year ended December 31, 2024 the weighted average grant date fair value of vested OP units was $ 30.67 and forfeited OP units was $ 31.10 . 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.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Stock Options Activity
The following table provides a summary of option activity for the year ended December 31, 2024:
Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Terms (Years)
Outstanding as of December 31, 2023
100,498 $ 9.81 2.7
Exercised
( 32,500 ) 9.81
Outstanding as of December 31, 2024
67,998 $ 9.81 1.8
Exercisable as of December 31, 2024
67,998 $ 9.81 1.8
All outstanding stock options were vested as of December 31, 2021. 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.
15. Income Taxes
As discussed in Note 2 - Summary of Significant Accounting Policies , the Company operates in compliance with REIT requirements for federal income tax purposes. It is management’s intention to adhere to these requirements and maintain the Company’s REIT status. Most states where we operate conform to the federal rules recognizing REITs. The Operating Partnership is a regarded partnership under federal tax law, and the Operating Partnership’s accompanying Consolidated Financial Statements include the related provision balances for federal income taxes. A provision for taxes of the TRSs and of foreign branches of the REIT is included in our Consolidated Financial Statements.
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. With respect to the foreign subsidiaries owned directly or indirectly by the REIT or Operating Partnership, any unremitted earnings would not be subject to additional U.S. income tax because the REIT would distribute 100% of such earnings or would receive a participation exemption.
The GILTI provisions of the TCJA impose a tax on the income of certain foreign subsidiaries in excess of a specified return on tangible assets used by the foreign companies. The Company continues to account for the GILTI inclusion as a period cost and thus has not recorded any deferred tax liability associated with GILTI. There was no material taxable deemed dividend estimated or recorded for the Company for 2024, 2023 and 2022.
The international tax framework introduced by the OECD under its Pillar 2 initiative includes a global minimum tax of 15%. Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and is effective for the Company's 2024 year end. The Company has assessed this legislation, and the Pillar 2 provisions do not have a material impact on the Company’s tax expense.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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:
Years Ended December 31,
2024 2023 2022
Loss from continuing operations before income taxes
(In thousands)
U.S.
$ ( 19,509 ) $ ( 35,662 ) $ 37,040
Foreign
(83.668) ( 292,427 ) ( 66,968 )
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:
Years Ended December 31,
2024 2023 2022
(In thousands)
Current:
U.S. federal
$ 57 $ ( 9 ) $ 290
State
( 736 ) ( 3,318 ) ( 620 )
Foreign
( 4,103 ) ( 5,181 ) ( 3,395 )
Total current portion
( 4,782 ) ( 8,508 ) ( 3,725 )
Deferred:
U.S. federal
( 4,615 ) ( 1,264 ) ( 3,895 )
State
( 1,524 ) 347 360
Foreign
19,349 11,698 26,096
Total deferred portion
13,210 10,781 22,561
Total income tax benefit from continuing operations
$ 8,428 $ 2,273 $ 18,836
Income tax benefit attributable to loss from continuing operations before income taxes differs from the amounts computed by applying the U.S. statutory federal income tax rate of 21% to loss from continuing operations before income taxes. The reconciliation between the statutory rate and reported amount for the years ended December 31, 2024, 2023 and 2022 is as follows:
Years Ended December 31,
2024 2023 2022
(In thousands)
Income tax benefit from continuing operations at statutory rates
$ 21,667 $ 68,899 $ 6,285
Earnings from REIT - not subject to tax
( 7,683 ) ( 6,612 ) 7,742
State income taxes, net of federal income tax benefit
( 2,488 ) ( 2,616 ) ( 524 )
Foreign income taxed at different rates
2,622 11,432 1,296
Change in valuation allowance
( 5,523 ) ( 10,619 ) 1,307
Goodwill Impairment — ( 57,436 ) —
Non-deductible expenses
( 2,188 ) ( 1,243 ) ( 4,379 )
Change in status of investment — — 6,503
Other
2,021 468 606
Total
$ 8,428 $ 2,273 $ 18,836
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
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:
December 31,
2024 2023
(In thousands)
Deferred tax assets:
Net operating loss and credits carryforwards
$ 67,765 $ 74,439
Accrued expenses
33,087 34,125
Share-based compensation
3,132 2,890
Lease obligations
14,244 15,155
Other assets
2,442 3,909
Total gross deferred tax assets
120,670 130,518
Less: valuation allowance
( 14,430 ) ( 10,895 )
Total net deferred tax assets
106,240 119,623
Deferred tax liabilities:
Intangible assets and goodwill
( 71,420 ) ( 76,860 )
Property, buildings and equipment
( 132,646 ) ( 157,659 )
Lease right-of-use assets
( 14,479 ) ( 15,646 )
Other liabilities
( 3,315 ) ( 4,789 )
Total gross deferred tax liabilities
( 221,860 ) ( 254,954 )
Net deferred tax liability
$ ( 115,620 ) $ ( 135,331 )
As of December 31, 2024, the U.S. TRS has gross U.S. 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. 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. The Company has $ 78.7 million in REIT U.S. federal net operating loss carryforwards which were obtained through acquisitions. These losses are also subject to an annual limitation under IRC section 382; no deferred tax value has been recorded as they can only be used to reduce required distributions to stockholders, of which none has been used for this purpose.
The Company has gross state net operating loss carryforwards of approximately $ 36.5 million from its TRSs, of which $ 26.6 million will expire at various times between 2028 and 2043. The remaining $ 9.9 million was generated after 2017 and have no expiration.
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. The remaining $ 89.6 million can be carried forward indefinitely.
Annually we consider whether it is more-likely-than-not that the deferred tax assets will be realized. In making this assessment, we consider recent operating results, the expected scheduled reversal of deferred tax liabilities, projected future taxable benefits and tax planning strategies.
The Company’s policy is to accrue for interest and penalties related to unrecognized tax benefits as a component of income tax expense.
As of December 31, 2024, the Company is generally no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before 2019. However, for U.S. income tax purposes, the 2012, 2013,
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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.
16. Employee Benefit Plans
Defined Benefit Pension and Post-Retirement Plans
The Company has defined benefit pension plans that cover certain union and nonunion associates in the U.S. Benefits under these plans are based either on years of credited service and compensation during the years preceding retirement or on years of credited service and established monthly benefit levels. The Company also has a post-retirement plan that provides life insurance coverage to eligible retired associates (collectively, with the defined benefit plans, the U.S. Plans). The Company froze benefit accruals for the U.S. Plans for nonunion associates effective April 1, 2005, and these associates no longer earn additional pension benefits. The Company also has a defined benefit plan that covers certain associates in Australia and is referenced as the ‘Superannuation P lan’ and two defined benefit plans that cover certain associates in Austria resulting from the Agro acquisition which are referenced as the ‘Austria Plans’. The Company uses a December 31 measurement date for each plan.
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.
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Actuarial information regarding these plans is as follows:
2024
Americold Retirement
Income Plan (ARIP) National
Service-Related Pension Plan (NSRPP) Other
Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Change in benefit obligation:
(In thousands)
Benefit obligation – January 1, 2024
$ — $ ( 27,138 ) $ ( 503 ) $ ( 1,559 ) $ ( 2,509 ) ( 31,709 )
Service cost
— — — ( 44 ) ( 74 ) ( 118 )
Interest cost
— ( 1,262 ) ( 20 ) ( 74 ) ( 70 ) ( 1,426 )
Actuarial gain (loss)
— 1,610 16 ( 109 ) 274 1,791
Benefits paid
— 1,344 — 45 131 1,520
Plan participants’ contributions
— — — ( 16 ) — ( 16 )
Foreign currency translation gain
— — — 143 158 301
Effect of settlement
— 2,094 33 — — 2,127
Benefit obligation – end of year
$ — $ ( 23,352 ) $ ( 474 ) $ ( 1,614 ) $ ( 2,090 ) $ ( 27,530 )
Change in plan assets:
Fair value of plan assets – January 1, 2024
$ — $ 27,365 $ — $ 1,633 $ 1,314 $ 30,312
Actual return on plan assets
— 472 — 539 39 1,050
Employer contributions
— — 33 — 134 167
Benefits paid
— ( 1,344 ) — ( 116 ) ( 41 ) ( 1,501 )
Effect of settlement
— ( 2,094 ) ( 33 ) — — ( 2,127 )
Plan participants’ contributions
— — — 43 — 43
Foreign currency translation loss
— — — ( 436 ) ( 66 ) ( 502 )
Others
— — — — ( 273 ) ( 273 )
Fair value of plan assets – end of year
— 24,399 — 1,663 1,107 27,169
Funded status
$ — $ 1,047 $ ( 474 ) $ 49 $ ( 983 ) $ ( 361 )
Amounts recognized on the consolidated balance sheet as of December 31, 2024:
Pension and post-retirement asset (liability)
$ — $ 1,047 $ ( 474 ) $ 49 $ ( 983 ) $ ( 361 )
Accumulated other comprehensive (income) loss
— ( 1,030 ) ( 74 ) 96 ( 307 ) ( 1,315 )
Amounts in accumulated other comprehensive loss (income) consist of:
Net (gain) loss
$ — $ ( 1,030 ) $ ( 74 ) $ 96 $ ( 307 ) $ ( 1,315 )
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income):
Net (gain) loss
$ — $ ( 700 ) $ ( 16 ) $ 13 $ 99 $ ( 604 )
Amortization of net loss (gain)
— 60 5 — ( 21 ) 44
Amount recognized due to special event
— 44 5 — — 49
Foreign currency translation gain
— — — ( 4 ) — ( 4 )
Total recognized in other comprehensive loss (income)
$ — $ ( 596 ) $ ( 6 ) $ 9 $ 78 $ ( 515 )
Information for plans with accumulated benefit obligation in excess of plan assets:
Projected benefit obligation
N/A N/A $ 474 $ 1,614 $ 2,090 $ 4,178
Accumulated benefit obligation
N/A N/A $ 474 $ 1,482 $ 1,833 $ 3,789
Fair value of plan assets
N/A N/A $ — $ 1,663 $ 1,107 $ 2,770
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
2023
Americold Retirement
Income Plan (ARIP) National
Service-Related Pension Plan (NSRPP) Other
Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Change in benefit obligation:
(In thousands)
Benefit obligation – January 1, 2023
$ ( 33,811 ) $ ( 26,604 ) $ ( 493 ) $ ( 1,268 ) $ ( 2,421 ) $ ( 64,597 )
Service cost
— — — ( 48 ) ( 102 ) ( 150 )
Interest cost
( 1,603 ) ( 1,322 ) ( 21 ) ( 64 ) ( 84 ) ( 3,094 )
Actuarial (loss) gain
( 1,199 ) ( 474 ) 11 ( 209 ) 130 ( 1,741 )
Benefits paid
1,487 1,262 — 48 44 2,841
Plan participants’ contributions
— — — ( 18 ) — ( 18 )
Foreign currency translation loss
— — — — ( 76 ) ( 76 )
Effect of settlement
35,126 — — — — 35,126
Benefit obligation – end of year
$ — $ ( 27,138 ) $ ( 503 ) $ ( 1,559 ) $ ( 2,509 ) $ ( 31,709 )
Change in plan assets:
Fair value of plan assets – January 1, 2023
$ 34,992 $ 26,999 $ — $ 1,508 $ 1,143 $ 64,642
Actual return on plan assets
403 1,629 — 335 ( 21 ) 2,346
Employer contributions
1,216 — — — 115 1,331
Benefits paid
( 1,486 ) ( 1,263 ) — ( 103 ) — ( 2,852 )
Effect of settlement
( 35,125 ) — — — — ( 35,125 )
Plan participants’ contributions
— — — 47 — 47
Foreign currency translation (loss) gain
— — — ( 154 ) 77 ( 77 )
Fair value of plan assets – end of year
— 27,365 — 1,633 1,314 30,312
Funded status
$ — $ 227 $ ( 503 ) $ 74 $ ( 1,195 ) $ ( 1,397 )
Amounts recognized on the consolidated balance sheet as of December 31, 2023:
Pension and post-retirement asset (liability)
$ — $ 227 $ ( 503 ) $ 74 $ ( 1,195 ) $ ( 1,397 )
Accumulated other comprehensive loss (income)
3,699 ( 267 ) ( 68 ) 93 ( 142 ) $ 3,315
Amounts in accumulated other comprehensive loss (income) consist of:
Net loss (gain)
$ 3,699 $ ( 267 ) $ ( 68 ) $ 93 $ ( 142 ) $ 3,315
Other changes in plan assets and benefit obligations recognized in other comprehensive loss (income):
Net loss (gain)
$ 1,880 $ 199 $ ( 8 ) $ 121 $ ( 130 ) $ 2,062
Amortization of net (gain) loss
( 646 ) 77 2 — ( 14 ) ( 581 )
Amount recognized due to settlement
( 2,152 ) — — — — ( 2,152 )
Foreign currency translation gain
— — — ( 35 ) — ( 35 )
Effect of tax
3,005 — — — — 3,005
Total recognized in other comprehensive loss (income)
$ 2,087 $ 276 $ ( 6 ) $ 86 $ ( 144 ) $ 2,299
Information for plans with accumulated benefit obligation in excess of plan assets:
Projected benefit obligation
N/A N/A $ 503 $ 1,559 $ 2,509 $ 4,571
Accumulated benefit obligation
N/A N/A $ 504 $ 1,412 $ 2,215 $ 4,131
Fair value of plan assets
N/A N/A $ — $ 1,633 $ 1,312 $ 2,945
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
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
Americold Retirement
Income Plan (ARIP) National
Service-Related Pension Plan (NSRPP) Other
Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Components of net periodic benefit cost:
(In thousands)
Service cost
$ — $ — $ — $ 44 $ 74 $ 118
Interest cost
— 1,262 20 74 70 1,426
Expected return on plan assets
— ( 1,214 ) — ( 117 ) — ( 1,331 )
Amortization of net (gain) loss
— ( 60 ) ( 5 ) — 21 ( 44 )
Effect of settlement
— ( 44 ) ( 5 ) — — ( 49 )
Net pension benefit (income) cost
$ — $ ( 56 ) $ 10 $ 1 $ 165 $ 120
December 31, 2023
Americold Retirement
Income Plan (ARIP) National
Service-Related Pension Plan (NSRPP) Other
Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Components of net periodic benefit cost:
(In thousands)
Service cost
$ — $ — $ — $ 48 $ 102 150
Interest cost
1,603 1,322 21 64 84 3,094
Expected return on plan assets
( 1,120 ) ( 1,285 ) — ( 69 ) — ( 2,474 )
Amortization of net loss (gain)
646 ( 77 ) ( 2 ) — 14 581
Effect of settlement
2,152 — — — — 2,152
Net pension benefit cost (income)
$ 3,281 $ ( 40 ) $ 19 $ 43 $ 200 $ 3,503
December 31, 2022
Americold Retirement
Income Plan (ARIP) National
Service-Related Pension Plan (NSRPP) Other
Post-Retirement Benefits (OPRB) Superannuation Austria Plans Total
Components of net periodic benefit cost:
(In thousands)
Service cost
$ — $ — $ — $ 47 $ 97 144
Interest cost
1,025 990 11 31 22 2,079
Expected return on plan assets
( 2,702 ) ( 2,094 ) — ( 77 ) — ( 4,873 )
Amortization of net loss (gain)
101 117 — — ( 13 ) 205
Amortization of prior service cost
— — — 21 — 21
Effect of settlement
319 — ( 11 ) — — 308
Net pension benefit (income) cost
$ ( 1,257 ) $ ( 987 ) $ — $ 22 $ 106 $ ( 2,116 )
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,
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Notes to Consolidated Financial Statements
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.
The Company recognizes all changes in the fair value of plan assets and net actuarial gains or losses at December 31 each year. 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.
The weighted average assumptions used to determine benefit obligations and net period benefit costs for the years ended December 31, 2024, 2023 and 2022 are as follows:
December 31, 2024
ARIP NSRPP OPRB Superannuation Austria Plans
Weighted-average assumptions used to determine obligations (balance sheet):
Discount rate
N/A 5.48 % 4.95 % 5.30 % 3.12 %
Rate of compensation increase
N/A N/A N/A 3.00 % 3.00 %
Weighted-average assumptions used to determine net periodic benefit cost (statement of operations):
Discount rate
N/A 4.82 % 4.57 % 5.25 % 3.41 %
Expected return on plan assets
N/A 5.50 % N/A 7.50 % N/A
Rate of compensation increase
N/A N/A N/A 3.00 % N/A
December 31, 2023
ARIP NSRPP OPRB Superannuation Austria Plans
Weighted-average assumptions used to determine obligations (balance sheet):
Discount rate
N/A 4.90 % 4.57 % 5.25 % 3.41 %
Rate of compensation increase
N/A N/A N/A 3.00 % 3.00 %
Weighted-average assumptions used to determine net periodic benefit cost (statement of operations):
Discount rate
N/A 5.11 % 4.81 % 5.40 % 3.78 %
Expected return on plan assets
N/A 5.50 % N/A 5.00 % N/A
Rate of compensation increase
N/A N/A N/A 2.50 % N/A
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Notes to Consolidated Financial Statements
December 31, 2022
ARIP NSRPP OPRB Superannuation Austria Plans
Weighted-average assumptions used to determine obligations (balance sheet):
Discount rate
5.02 % 5.11 % 4.81 % 5.40 % 3.78 %
Rate of compensation increase
N/A N/A N/A 2.50 % 3.00 %
Weighted-average assumptions used to determine net periodic benefit cost (statement of operations):
Discount rate
2.49 % 2.77 % 1.95 % 2.55 % 0.94 %
Expected return on plan assets
6.50 % 6.50 % N/A 5.00 % N/A
Rate of compensation increase
N/A N/A N/A 2.50 % N/A
The estimated net gain for the defined benefit plans in the U.S. that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2025 is less than $ 0.2 million. There are no estimated prior service costs associated with these plans to be amortized from accumulated other comprehensive income during 2025.
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. The estimated prior service costs associated with these plans to be amortized from accumulated other comprehensive income during 2025 is nominal.
Plan Assets
The Company’s overall investment strategy is to achieve a mix of investments for long-term growth and near-term benefit payments. The Company invests in both U.S. and non-U.S. equity securities, fixed-income securities, and real estate. The Austria Plans’ assets are held in an insurance annuity contract, which is determined based on the cash surrender value of the insurance contract, with an independent insurance company. The contract is classified within level 3 of the valuation hierarchy. As of December 31, 2024, approximately 89 % of total plan assets are allocated to fixed-income securities. To develop the assumption for the long-term rate of return on assets, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the U.S. Plans’ and Superannuation Plan’s assets, adjusted for expected contributions, distributions, administrative expenses and the effect of periodic rebalancing, consistent with the Company’s investment strategies. For 2025, the Company expects to receive a long-term rate of return of 5.5 % for the NSRPP, and 7.5 % for the Superannuation Plan. All plans are invested to maximize the return on assets while minimizing risk by diversifying across a broad range of asset classes.
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Notes to Consolidated Financial Statements
The fair values of the Company’s pension plan assets by category, are as follows:
December 31, 2024
Level 1 Level 2 Level 3 Total
Assets
(In thousands)
U.S. equities:
Large cap
$ — $ 1,800 $ — $ 1,800
Fixed-income securities:
Money markets
— 124 — 124
U.S. bonds (1)
22,052 — — 22,052
Real estate (2)
— 423 — 423
Common/collective trusts
— 1,663 — 1,663
Other — — 1,107 1,107
Total assets
$ 22,052 $ 4,010 $ 1,107 $ 27,169
December 31, 2023
Level 1 Level 2 Level 3 Total
Assets
(In thousands)
U.S. equities:
Large cap
$ — $ 1,207 $ — $ 1,207
Fixed-income securities:
Money markets
— — — —
U.S. bonds (1)
24,564 — — 24,564
Real estate (2)
— 1,597 — 1,597
Common/collective trusts
— 1,621 — 1,621
Other — — 1,323 1,323
Total assets
$ 24,564 $ 4,425 $ 1,323 $ 30,312
(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. The Company can call the investment in these assets with no restrictions.
The U.S. Plans’ assets are in commingled funds that are valued using net asset values. The net asset values are based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The pension assets are classified as Level 1 when the net asset values are based on a quoted price in an active market. 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. The pension assets are classified as Level 3 when fair value is determined using unobservable inputs. 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.
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Notes to Consolidated Financial Statements
Estimated Future Benefit Payments
The following benefit payments, which reflect expected future services, as appropriate, are expected to be paid for all plans as of December 31, 2024:
Years Ending December 31:
(In thousands)
2025 $ 2,204
2026 2,011
2027 2,044
2028 1,930
2029 2,028
Thereafter 13,542
Total
$ 23,759
Multi-Employer Plans
The Company contributes to a number of multi-employer benefit plans under the terms of collective bargaining agreements that cover union-represented associates. These plans generally provide for retirement, death, and/or termination benefits for eligible associates within the applicable collective bargaining units, based on specific eligibility/participation requirements, vesting periods, and benefit formulas. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects:
• 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.
• If a participating employer stops contributing to the multi-employer plan without paying its unfunded liability, the unfunded obligations of the plan may be borne by the remaining participating employers.
• If the Company chooses to cease participation in a multi-employer plan, such full withdrawal is subject to the payment of any unfunded liability applicable to the Company, referred to as a withdrawal liability. Additionally, such withdrawal is subject to collective bargaining.
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. 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. The “EIN” column provides the Employer Identification Number (“EIN”). The most recent Pension Protection Act Zone Status available in 2024 relates to the plans’ most recent fiscal year-end. The zone status is based on information that we received from the plans’ administrators and is certified by each plan’s actuary. Among other factors, plans certified in the red zone are generally less than 65% funded, plans certified in the orange zone are (i) less than 80% funded and (ii) have an accumulated funding deficiency or are expected to have a deficiency in any of the next six plan years, plans certified in the yellow zone are less than 80% funded, and plans certified in the green zone are at least 80% funded. 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”).
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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. In addition, minimum contributions outside the agreed-upon contractual rate are not required. For the plans detailed in the following table, the expiration dates of the associated collective bargaining agreements range from 2025 through 2029. For all the plans detailed in the following table, the Company has not contributed more than 5% of the total plan contribution for 2024, 2023 and 2022.
The Company contributes to multi-employer plans that cover approximately 36 % of union associates as of December 31, 2024. Projected minimum contributions required for the upcoming fiscal year are approximately $ 3.6 million. 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
2024 2023 2022
(In thousands)
Central Pension Fund of the International Union of Operating Engineers and Participating Employers (1)
36-6052390 Green $ 64 $ 7 $ 8
Central States SE & SW Areas Health and Welfare Pension Plans (2)(3)
36-6044243 Red — 3 9,546
New England Teamsters & Trucking Industry Pension Plan (4)
04-6372430 Red — 592 655
Alternative New England Teamsters & Trucking Industry Pension Plan
04-6372430 Red 230 288 326
I.U.O.E Stationary Engineers Local 39 Pension Fund (2)
94-6118939 Green 114 138 181
United Food & Commercial Workers International Union Industry Pension Fund (5)(6)
51-6055922 Green — — 109
Western Conference of Teamsters Pension Fund (2)(3)
91-6145047 Green 2,813 2,866 7,586
Minneapolis Food Distributing Industry Pension Plan (2)
41-6047047 Green 154 175 136
WWEC Local 863 Pension Fund 26-3541447 Yellow 38 3,127 2,389
Total Contributions (7)
$ 3,413 $ 7,196 $ 20,936
(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.
(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.
(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. 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.
(5) The status information is for the plan’s year end at June 30, 2024 and 2023.
(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.
(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
Government-Sponsored Plans
The Company contributes to certain government-sponsored plans in Australia and Argentina. 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.
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Notes to Consolidated Financial Statements
Defined Contribution Plans
The Company has defined contribution employee benefit plans, which cover all eligible associates. The plans also allow contributions by plan participants in accordance with Section 401(k) of the IRC. The Company matches a percentage of each employee’s contributions consistent with the provisions of the plans. 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
The Company has deferred compensation and supplemental retirement plan agreements with certain of its executives. The agreements provide for certain benefits at retirement or disability and also provide for survivor benefits in the event of death of the employee. The Company contribution amounts charged to expense relative to this plan were nominal for the years ended December 31, 2024, 2023 and 2022.
17. Commitments and Contingencies
Collective Bargaining Agreements
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. 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.
Cybersecurity Incident
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. 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. Actual losses may differ from the amounts accrued based on the ultimate resolution of customer claims.
Legal Proceedings
In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reasonably estimated, then a loss is recorded.
In addition to any matters discussed herein, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows.
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Notes to Consolidated Financial Statements
Environmental Matters
The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.
The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company had nominal amounts recorded as environmental liabilities in “Accounts payable and accrued expenses ” as of December 31, 2024 and 2023 on the Consolidated Balance Sheets. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Future changes in applicable environmental laws or regulations, or in the interpretations of such laws and regulations, could negatively impact the Company. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There were no material unrecorded contingent liabilities as of December 31, 2024 and 2023.
Occupational Safety and Health Act (“OSHA”)
The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide associates with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial, and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to associates who may be injured at our warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in substantial compliance with all OSHA regulations and that no material unrecorded liabilities exist as of December 31, 2024 and 2023. Future changes in applicable environmental laws or regulations, or in the interpretation of such laws and regulations, could negatively impact the Company.
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Notes to Consolidated Financial Statements
18. Accumulated Other Comprehensive Loss
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:
Years Ended December 31,
2024 2023 2022
(In thousands)
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
Gain (loss) arising during period 515 ( 2,299 ) ( 2,397 )
Amortization of prior service cost — — 21
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
Foreign currency translation adjustments:
Balance at beginning of period, net of tax $ ( 31,587 ) $ ( 26,650 ) $ ( 3,136 )
Cumulative translation adjustment ( 71,343 ) 26,956 ( 90,482 )
Removal of hedge designation ( 10,410 ) — —
Derecognition of cumulative foreign currency translation upon deconsolidation of entity contributed to a joint venture — — 4,970
Non-derivative net investment hedges 67,312 ( 31,893 ) 61,998
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 )
Designated derivatives:
Balance at beginning of period, net of tax $ 14,564 $ 17,918 $ 2,600
Cash flow hedge derivatives 27,765 8,532 21,505
Net amount reclassified from AOCI to net loss ( 24,478 ) ( 11,886 ) ( 6,187 )
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
Closing balance - accumulated other comprehensive loss $ ( 27,279 ) $ ( 16,640 ) $ ( 6,050 )
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
19. Geographic Concentrations
The following table provides total and long-lived assets by geography as of December 31, 2024 and 2023:
Long-Lived Assets Total Assets
December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023
(In thousands)
North America
$ 4,560,688 $ 5,213,729 $ 6,408,763 $ 6,369,346
Europe 580,737 684,201 811,717 926,920
Asia-Pacific
344,835 418,602 484,090 533,581
South America
25,611 35,963 31,384 39,405
Total
$ 5,511,871 $ 6,352,495 $ 7,735,954 $ 7,869,252
20. Segment Information
Our operating segments are aggregated into three reportable segments: Warehouse, Transportation, and Third-party managed.
• Warehouse. Our core business is our warehouse segment, where we provide temperature-controlled warehouse storage and related handling and other warehouse services. We collect rent and storage fees to store customer’s frozen and perishable food and other products. 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.
Significant warehouse segment expenses include labor, power, other facilities costs, and other service costs.
Labor - Labor, the most significant part of warehouse expenses, covers wages, benefits, workers' compensation.
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.
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.
Other Service Costs - Other services costs include equipment costs, warehouse consumables (e.g. shrink-wrap), employee protective equipment, warehouse administration and other related services costs.
• Transportation. In our transportation segment, we broker, manage or operate transportation of frozen and perishable food and other products for our customers. Our services include consolidation ( i.e. , combining products for efficient shipment), freight under management services ( i.e. , arranging and overseeing transportation of customer inventory) and dedicated transportation, each designed to improve efficiency and reduce transportation and logistics costs to our customers.
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Notes to Consolidated Financial Statements
Transportation services cost of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability. In select markets, we use our drivers and assets, incurring costs like wages, fuel, tolls, insurance, and maintenance to operate these assets.
• Third party managed. 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.
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.
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. Our chief operating decision maker is our Chief Executive Officer and uses segment contribution to evaluate segment performance and to allocate resources.
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; Acquisition, cyber incident, and other, net; Impairment of indefinite and long-lived assets; gain or loss on sale of real estate and all components of non-operating other income and expense.
Selling, general and administrative functions support all the business segments. Therefore, the related expense is not allocated to segments as the chief operating decision maker does not use it to evaluate segment performance and to allocate resources. Segment contribution is not a measurement of financial performance under U.S. 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.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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,
2024 2023 2022
(In thousands)
Segment revenues:
Warehouse $ 2,416,743 $ 2,391,089 $ 2,302,971
Transportation 209,129 239,670 313,358
Third-party managed 40,669 42,570 298,406
Total revenues 2,666,541 2,673,329 2,914,735
Significant Segment Expenses:
Warehouse:
Power 147,453 147,750 155,661
Other facilities costs 256,910 247,743 231,944
Labor 998,543 1,023,806 1,006,862
Other services costs 212,124 249,187 272,272
Total Warehouse Cost of Operations
1,615,030 1,668,486 1,666,739
Transportation services cost of operations 172,606 197,630 265,956
Third-party managed services cost of operations 32,178 36,641 286,077
Total segment expenses
$ 1,819,814 $ 1,902,757 $ 2,218,772
Segment contribution:
Warehouse 801,713 722,603 636,232
Transportation 36,523 42,040 47,402
Third-party managed 8,491 5,929 12,329
Total segment contribution 846,727 770,572 695,963
Depreciation and amortization ( 360,817 ) ( 353,743 ) ( 331,446 )
Selling, general, and administrative ( 255,118 ) ( 226,786 ) ( 231,067 )
Acquisition, cyber incident, and other, net ( 77,169 ) ( 64,087 ) ( 32,511 )
Impairment of indefinite and long-lived assets ( 33,126 ) ( 236,515 ) ( 7,380 )
Net gain (loss) from real estate 3,514 2,254 ( 5,689 )
Interest expense ( 135,323 ) ( 140,107 ) ( 116,127 )
Loss on debt extinguishment, modifications and termination of derivative instruments ( 116,082 ) ( 2,482 ) ( 3,217 )
Loss from investments in partially owned entities ( 3,702 ) ( 1,442 ) ( 918 )
Impairment of related party loan receivable — ( 21,972 ) —
Loss on put option — ( 56,576 ) —
Other, net 27,919 2,795 2,464
Loss from continuing operations before income taxes $ ( 103,177 ) $ ( 328,089 ) $ ( 29,928 )
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Notes to Consolidated Financial Statements
21. Loss per Common Share
Basic loss per share and Diluted loss per share are calculated by dividing the Net loss attributable to common stockholders by the basic and diluted weighted-average common stock outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings per share because it distributes non-forfeitable dividend equivalents on restricted stock units and Operating Partnership units 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.
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:
Years Ended December 31,
2024 2023 2022
(In thousands)
Weighted-average common stock outstanding – basic
284,782 275,773 269,565
Weighted average common stock outstanding – diluted
284,782 275,773 269,565
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. 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:
Years Ended December 31,
2024 2023 2022
(In thousands)
Employee stock options 54 83 163
Restricted stock units 488 406 1,549
Operating Partnership units
238 254 769
Total
780 743 2,481
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
22. Revenue from Contracts with Customers
Disaggregated Revenues
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
North America Europe Asia-Pacific South America Total
(In thousands)
Warehouse rent and storage
$ 840,571 $ 73,719 $ 75,037 $ 8,380 $ 997,707
Warehouse services
1,104,680 102,731 144,118 5,706 1,357,235
Transportation
108,015 59,122 39,169 2,823 209,129
Third-party managed
16,138 — 24,531 — 40,669
Total revenues (1)
2,069,404 235,572 282,855 16,909 2,604,740
Lease revenues (2)
54,107 5,320 2,374 — 61,801
Total revenues
$ 2,123,511 $ 240,892 $ 285,229 $ 16,909 $ 2,666,541
December 31, 2023
North America Europe Asia-Pacific South America Total
(In thousands)
Warehouse rent and storage
$ 889,285 $ 81,176 $ 71,438 $ 7,758 $ 1,049,657
Warehouse services
1,046,910 100,966 136,496 4,975 1,289,347
Transportation
125,755 76,631 34,718 2,566 239,670
Third-party managed
19,837 — 22,733 — 42,570
Total revenues (1)
2,081,787 258,773 265,385 15,299 2,621,244
Lease revenues (2)
43,672 5,850 2,563 — 52,085
Total revenues
$ 2,125,459 $ 264,623 $ 267,948 $ 15,299 $ 2,673,329
December 31, 2022
North America Europe Asia-Pacific South America Total
(In thousands)
Warehouse rent and storage
$ 800,763 $ 77,017 $ 67,622 $ 9,587 $ 954,989
Warehouse services
1,038,145 118,152 141,557 5,729 1,303,583
Transportation
154,669 125,055 31,551 2,083 313,358
Third-party managed
277,010 — 21,396 — 298,406
Total revenues (1)
2,270,587 320,224 262,126 17,399 2,870,336
Lease revenues (2)
38,909 5,490 — — 44,399
Total revenues
$ 2,309,496 $ 325,714 $ 262,126 $ 17,399 $ 2,914,735
(1) Revenues are within the scope of ASC 606: Revenue From Contracts With Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.
(2) Revenues are within the scope of ASC 842: Leases .
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Table of Con tents
Americold Realty Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Performance Obligations
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. Typically, revenues are recognized over time using an output measure (e.g. passage of time). 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. Payment terms are generally 0 - 30 days upon billing, which is typically monthly, either in advance or subsequent to the performance of services. The same payment terms typically apply for arrangements containing variable consideration.
The Company has no material warranties or obligations for allowances, refunds or other similar obligations.
At December 31, 2024, the Company had $ 1.4 billion of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize approximately 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
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. However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the year ended December 31, 2024, were not materially impacted by any other factors.
Receivables balances related to contracts with customers accounted for under ASC 606 were $ 381.0 million and $ 420.2 million at December 31, 2024 and 2023, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842.
Balances in unearned revenues related to contracts with customers were $ 22.0 million and $ 28.4 million at December 31, 2024 and 2023, respectively. 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.
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Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
US
401 Kentile, NJ 1 $ — $ 6,251 $ 21,644 $ 395 $ 6,254 $ 22,036 $ 28,290 $ ( 2,613 ) 2014 2020
501 Kentile, NJ 1 — 6,440 46,094 1,515 7,585 46,464 54,049 ( 6,327 ) 1989 2020
601 Kentile, NJ 1 — 8,160 47,277 1,474 8,160 48,751 56,911 ( 5,957 ) 1999 2020
Albertville, AL 1 — 1,251 12,385 2,144 1,381 14,399 15,780 ( 7,791 ) 1993 2008
Allentown, PA 2 — 5,780 47,807 10,480 7,161 56,906 64,067 ( 31,931 ) 1976 2008
Amarillo, TX 1 — 871 4,473 1,849 942 6,251 7,193 ( 3,594 ) 1973 2008
Anaheim, CA 1 — 9,509 16,810 4,624 9,534 21,409 30,943 ( 12,836 ) 1965 2009
Appleton, WI 1 — 200 5,022 12,048 916 16,354 17,270 ( 7,386 ) 1989 2009
Atlanta - East Point, GA 1 — 1,884 3,621 4,465 2,118 7,852 9,970 ( 4,744 ) 1959 2016
Atlanta - Empire, GA 1 — 1,610 11,866 1,389 1,610 13,255 14,865 ( 2,469 ) 1959 2020
Atlanta - Gateway, GA 2 — 3,271 35,226 48,580 5,045 82,032 87,077 ( 16,756 ) 1972, 2022, 2023 2008
Atlanta - Pleasantdale, GA 1 — 11,960 70,814 5,622 14,683 73,713 88,396 ( 11,872 ) 1963 2020
Atlanta - Skygate, GA 1 — 1,851 12,731 2,921 2,433 15,070 17,503 ( 6,704 ) 2001 2008
Atlanta - Southgate, GA 1 — 1,623 17,652 5,107 2,646 21,736 24,382 ( 10,152 ) 1996 2008
Atlanta - Tradewater, GA 1 — — 36,966 11,426 8,491 39,901 48,392 ( 16,241 ) 2004 2008
Atlanta - Westgate, GA 1 — 2,270 24,659 2,346 3,387 25,888 29,275 ( 14,317 ) 1990 2008
Atlanta, GA - Corporate — — — 365 41,551 ( 19 ) 41,935 41,916 ( 13,387 ) 1999/2014 2008
Augusta, GA 1 — 2,678 1,943 1,543 2,843 3,321 6,164 ( 2,309 ) 1971 2008
Babcock, WI 1 — 852 8,916 344 903 9,209 10,112 ( 4,117 ) 1999 2008
Belvidere-Imron, IL 1 — 2,000 11,989 4,572 2,622 15,939 18,561 ( 9,111 ) 1991 2009
Belvidere-Landmark, IL (Cross Dock) 1 — 1 2,117 458 5 2,571 2,576 ( 2,405 ) 1991 2009
Benson, NC 1 — 3,660 35,825 318 3,660 36,143 39,803 ( 7,323 ) 1997 2019
Benson Hodges, NC 1 — — 1,198 1,578 10 2,766 2,776 ( 655 ) 1985 2020
Birmingham, AL 1 — 1,002 957 3,061 1,282 3,738 5,020 ( 1,750 ) 1963 2008
Brea, CA 1 — 4,645 5,891 4,496 4,776 10,256 15,032 ( 3,956 ) 1975 2009
Bridgewater, NJ 1 — 6,350 13,472 482 6,537 13,767 20,304 ( 2,025 ) 1979 2020
Brighton (Denver 2), CO 1 — 3,933 33,913 987 3,936 34,897 38,833 ( 3,372 ) 2021 2021
Brooklyn Park, MN 1 — 1,600 8,951 1,803 1,600 10,754 12,354 ( 6,283 ) 1986 2009
Burley, ID 2 — — 16,136 5,543 219 21,460 21,679 ( 18,012 ) 1959 2008
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Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Burlington, WA 3 — 694 6,108 3,325 825 9,302 10,127 ( 5,447 ) 1965 2008
Carson, CA 1 — 9,100 13,731 2,261 9,152 15,940 25,092 ( 7,295 ) 2002 2009
Cartersville, GA 1 — 1,500 8,505 1,852 1,620 10,237 11,857 ( 5,646 ) 1996 2009
Carthage Warehouse Dist, MO 1 — 61,446 33,878 10,149 63,045 42,428 105,473 ( 26,915 ) 1972 2008
Chambersburg, PA 1 — 1,368 15,868 929 1,389 16,776 18,165 ( 3,791 ) 1994 2019
Charlotte, NC 1 — — 1,160 569 — 1,729 1,729 ( 464 ) 1988 2020
Chesapeake, VA 1 — 2,740 13,452 20,222 3,001 33,413 36,414 ( 6,116 ) 1991 2019
Chillicothe, MO 1 — 670 44,905 396 670 45,301 45,971 ( 8,351 ) 1999 2019
City of Industry, CA 2 — — 1,455 2,819 257 4,017 4,274 ( 3,750 ) 1962 2009
Clearfield, UT 2 — 3,687 36,514 9,262 3,810 45,653 49,463 ( 18,641 ) 1973 2008
Columbia, SC 1 — 768 1,429 1,545 904 2,838 3,742 ( 1,718 ) 1971 2008
Columbus, OH 1 — 2,440 38,939 6,736 2,908 45,207 48,115 ( 7,500 ) 1996 2019
Connell, WA 1 — 497 8,728 1,441 570 10,096 10,666 ( 5,535 ) 1969 2008
Dallas (Catron), TX 1 — 1,468 14,385 14,404 3,380 26,877 30,257 ( 12,387 ) 1994 2009
Delhi, LA 1 — 539 12,228 704 587 12,884 13,471 ( 9,827 ) 2010 2010
Dominguez Hills, CA 1 — 11,149 10,894 3,716 11,163 14,596 25,759 ( 7,353 ) 1989 2009
Douglas, GA 1 — 400 2,080 4,997 486 6,991 7,477 ( 2,485 ) 1969 2009
Dunkirk, NY 1 — 1,465 27,379 468 1,465 27,847 29,312 ( 2,711 ) 2022 2022
Eagan, MN 1 — 6,050 49,441 619 6,050 50,060 56,110 ( 9,248 ) 1964 2019
East Dubuque, IL 1 — 722 13,764 1,274 768 14,992 15,760 ( 6,681 ) 1993 2008
Edison, NJ 1 — — 1,390 1,226 — 2,616 2,616 ( 1,315 ) 2000 2020
Fairfield, OH 1 — 1,880 20,849 1,039 1,880 21,888 23,768 ( 4,451 ) 1993 2019
Fairmont, MN 1 — 1,650 13,738 134 1,682 13,840 15,522 ( 2,668 ) 1968 2019
Fairmont City, IL 1 — 2,430 9,087 1,088 2,451 10,154 12,605 ( 1,346 ) 1971 2021
Forest, MS 1 — — 733 1,800 10 2,523 2,533 ( 559 ) 1990 2020
Fort Dodge, IA 1 — 1,022 7,162 1,406 1,226 8,364 9,590 ( 4,621 ) 1979 2008
Fort Smith, AR 2 — 308 2,231 3,095 342 5,292 5,634 ( 2,332 ) 1958 2008
Fort Smith (Hwy 45), AR CL 1 — 2,245 51,998 1,130 2,906 52,467 55,373 ( 9,824 ) 1987 2019
Fremont, NE 1 — 629 3,109 6,596 691 9,643 10,334 ( 6,198 ) 1968 2008
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Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Fort Worth-Blue Mound, TX 1 — 1,700 5,055 1,874 1,717 6,912 8,629 ( 3,153 ) 1995 2009
Ft. Worth, TX (Meacham) 1 — 5,610 24,686 5,504 6,241 29,559 35,800 ( 15,184 ) 2005 2008
Ft. Worth, TX (Railhead) 1 — 1,857 8,536 2,084 2,129 10,348 12,477 ( 5,248 ) 1998 2008
Fort Worth-Samuels, TX 2 — 1,985 13,447 6,621 2,884 19,169 22,053 ( 10,017 ) 1977 2009
Gadsden, AL 1 — 100 9,820 ( 40 ) 388 9,492 9,880 ( 5,312 ) 1991 2013
Gaffney, SC 1 — 1,000 3,263 381 1,005 3,639 4,644 ( 1,979 ) 1995 2008
Gainesville, GA 1 — 400 5,704 1,808 434 7,478 7,912 ( 3,992 ) 1989 2009
Gainesville Candler, GA 1 — 716 3,258 1,535 799 4,710 5,509 ( 1,473 ) 1995 2019
Garden City, KS 1 — 446 4,721 2,726 446 7,447 7,893 ( 3,507 ) 1980 2008
Geneva Lakes, WI 1 — 1,579 36,020 5,331 2,562 40,368 42,930 ( 18,257 ) 1991 2009
Gloucester - Rogers, MA 1 — 1,683 3,675 8,390 1,835 11,913 13,748 ( 4,052 ) 1967 2008
Gloucester - Rowe, MA 1 — 1,146 2,833 14,160 1,766 16,373 18,139 ( 6,784 ) 1955 2008
Gouldsboro, PA 1 — 4,224 29,473 4,083 5,400 32,380 37,780 ( 14,343 ) 2006 2009
Goldsboro Commerce, PA 1 — — 594 1,513 98 2,009 2,107 ( 477 ) 1995 2020
Grand Island, NE 1 — 430 6,542 3,355 530 9,797 10,327 ( 2,823 ) 1995 2008
Grand Prairie, TX 1 — — 22 82 — 104 104 ( 50 ) 1981 2020
Green Bay, WI 2 — — 2,028 21,839 8,320 15,547 23,867 ( 4,363 ) 1935 2009
Greenville, SC 1 — 200 1,108 430 203 1,535 1,738 ( 1,333 ) 1962 2009
Hatfield, PA 2 — 5,002 28,286 10,559 5,827 38,020 43,847 ( 20,693 ) 1983 2009
Hattiesburg, MS 1 — — 486 444 13 917 930 ( 221 ) 1995 2020
Henderson, NV 2 — 9,043 14,415 5,501 9,080 19,879 28,959 ( 7,758 ) 1988 2009
Hermiston, OR 1 — 1,322 7,107 794 1,419 7,804 9,223 ( 4,080 ) 1975 2008
Houston, TX 1 — 1,454 10,084 2,137 1,531 12,144 13,675 ( 5,467 ) 1990 2009
Indianapolis, IN 4 — 1,897 18,991 23,680 4,516 40,052 44,568 ( 19,867 ) 1975 2008
Jefferson, WI 2 — 1,553 19,805 2,779 1,887 22,250 24,137 ( 12,228 ) 1975 2009
Johnson, AR 1 — 6,159 24,802 1,499 6,384 26,076 32,460 ( 6,818 ) 1955 2019
Lakeville, MN 1 — 4,000 47,790 464 4,013 48,241 52,254 ( 9,273 ) 1970 2019
Lancaster, PA 1 — 2,203 15,670 1,592 2,371 17,094 19,465 ( 7,779 ) 1993 2009
LaPorte, TX 1 — 2,945 19,263 5,763 3,502 24,469 27,971 ( 11,427 ) 1990 2009
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Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Le Mars, IA 1 — 1,000 12,596 1,363 1,100 13,859 14,959 ( 3,012 ) 1991 2019
Lebanon, TN 1 — — 883 957 — 1,840 1,840 ( 276 ) 1991 2020
Leesport, PA 1 — 1,206 14,112 13,212 1,928 26,602 28,530 ( 11,593 ) 1993 2008
Logan Township, NJ 1 — 5,040 26,749 3,278 5,095 29,972 35,067 ( 4,596 ) 2009, 2015 2021
Lowell, AR 1 — 2,610 31,984 460 2,912 32,142 35,054 ( 7,113 ) 1992 2019
Lula, GA 1 — 3,864 35,382 1,634 4,074 36,806 40,880 ( 8,329 ) 1996 2019
Lumberton, NC 1 — — 981 1,576 10 2,547 2,557 ( 537 ) 1982 2020
Lynden, WA 5 — 1,420 8,590 3,555 1,699 11,866 13,565 ( 5,600 ) 1946 2009
Manchester, PA 1 — 3,838 36,621 4,216 5,082 39,593 44,675 ( 19,751 ) 1994 2008
Mansfield, TX 1 — 5,670 33,222 10 5,670 33,232 38,902 ( 5,192 ) 2018 2020
Marshall, MO 1 — 741 10,304 1,393 967 11,471 12,438 ( 5,715 ) 1985 2008
Massillon 17th, OH 2 — 175 15,322 1,481 554 16,424 16,978 ( 7,898 ) 2000 2008
Massillon Erie, OH 1 — — 1,988 975 — 2,963 2,963 ( 2,674 ) 1984 2008
Middleboro, MA 1 — 404 15,031 192 441 15,186 15,627 ( 2,454 ) 2018 2018
Milwaukie, OR 2 — 2,473 8,112 2,862 2,523 10,924 13,447 ( 7,015 ) 1958 2008
Mobile, AL 1 — 10 3,203 1,941 24 5,130 5,154 ( 2,386 ) 1976 2009
Modesto, CA 6 — 2,428 19,594 11,183 3,039 30,166 33,205 ( 14,877 ) 1945 2009
Monmouth, IL 1 — 2,660 48,348 621 2,702 48,927 51,629 ( 7,847 ) 2014 2019
Montgomery, AL 1 — 850 7,746 1,330 1,505 8,421 9,926 ( 4,641 ) 1989 2013
Moses Lake, WA 1 — 575 11,046 3,999 1,363 14,257 15,620 ( 7,446 ) 1967 2008
Mountville, PA 1 — — 69,409 6,470 — 75,879 75,879 ( 5,309 ) 2023 2023
Mullica Hill, NJ
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
Nampa, ID 4 — 1,588 11,864 3,830 1,834 15,448 17,282 ( 9,653 ) 1946 2008
Napoleon, OH 1 — 2,340 57,677 568 2,350 58,235 60,585 ( 10,991 ) 1974 2019
New Ulm, MN 7 — 725 10,405 2,529 833 12,826 13,659 ( 6,355 ) 1984 2009
Newark, NJ 1 — 30,390 53,163 8,989 30,390 62,152 92,542 ( 7,259 ) 2012, 2015 2021
Newport, MN 1 — 3,383 19,877 1,548 3,744 21,064 24,808 ( 5,308 ) 1964 2020
North Little Rock, AR 1 — 1,680 12,841 15,082 2,236 27,367 29,603 ( 5,404 ) 1996 2019
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Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Oklahoma City, OK 1 — 742 2,411 2,234 888 4,499 5,387 ( 2,483 ) 1968 2008
Ontario, CA 3 — 14,673 3,632 29,321 14,777 32,849 47,626 ( 19,149 ) 1987(1)/1984(2)/1983(3) 2008
Ontario, OR 4 — — 13,791 10,126 1,329 22,588 23,917 ( 18,399 ) 1962 2008
Oxford 1 — 1,820 10,083 760 1,828 10,835 12,663 ( 1,784 ) 1990 2020
Pasco, WA 1 — 557 15,809 746 638 16,474 17,112 ( 7,520 ) 1984 2008
Pedricktown, NJ 1 — 4,670 35,584 2,023 4,757 37,520 42,277 ( 6,141 ) 2008 2020
Pendergrass, GA 1 — 500 12,810 4,084 875 16,519 17,394 ( 9,646 ) 1993 2009
Perryville, MD 1 — 1,626 19,083 5,708 5,873 20,544 26,417 ( 3,881 ) 2007 2019
Phoenix2, AZ 1 — 3,182 11,312 371 3,182 11,683 14,865 ( 4,195 ) 2014 2014
Piedmont, SC 1 — 500 9,883 1,826 557 11,652 12,209 ( 6,598 ) 1981 2009
Piscataway 120, NJ 1 — — 106 288 — 394 394 ( 185 ) 1968 2020
Piscataway 5 Access, NJ 1 — — 3,952 — — 3,952 3,952 ( 1,303 ) 2018 2020
Plover, WI 1 — 1,390 18,298 7,399 2,654 24,433 27,087 ( 13,618 ) 1981 2008
Portland, ME 1 — 305 2,402 1,400 385 3,722 4,107 ( 1,772 ) 1952 2008
Rochelle, IL (Americold Drive) 1 — 1,860 18,178 49,710 4,430 65,318 69,748 ( 19,361 ) 1995 2008
Rochelle, IL (Caron) 1 — 2,071 36,658 2,038 2,356 38,411 40,767 ( 19,276 ) 2004 2008
Rockmart 1 — 3,520 33,336 4,236 4,697 36,395 41,092 ( 5,963 ) 1991 2020
Russellville, AR - Valley 1 — 708 15,832 4,050 759 19,831 20,590 ( 9,141 ) 1995 2008
Russellville, AR - Cloverleaf (Rt. 324) 1 — 2,467 29,179 374 2,622 29,398 32,020 ( 6,186 ) 1993 2019
Russellville, AR - Elmira 1 — 1,369 50,749 3,658 1,561 54,215 55,776 ( 12,291 ) 1986, 2022, 2023 2008
Salem, OR 4 — 3,055 21,096 6,720 3,305 27,566 30,871 ( 15,550 ) 1963 2008
Salinas, CA 5 — 7,244 7,181 14,945 8,142 21,228 29,370 ( 10,842 ) 1958 2009
Salt Lake City, UT 1 — — 22,481 11,065 485 33,061 33,546 ( 14,671 ) 1998 2010
San Antonio - HEB, TX 1 — 2,014 22,902 752 2,014 23,654 25,668 ( 9,267 ) 1982 2017
San Antonio, TX 3 — 1,894 11,101 5,056 2,329 15,722 18,051 ( 10,980 ) 1913 2009
Sanford, NC 1 — 3,110 34,104 821 3,291 34,744 38,035 ( 6,922 ) 1996 2019
Savannah, GA 1 — 20,715 10,456 5,080 22,743 13,508 36,251 ( 3,718 ) 2015 2019
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Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Savannah Pooler, GA 1 — 1,382 2,590 1,485 2,487 3,972 ( 835 ) 2013, 2015 2020
Seabrook, NJ 1 — 3,370 19,958 1,544 3,015 21,857 24,872 ( 3,586 ) 2002, 2004, 2018 2021
Sebree, KY 1 — 638 7,895 2,128 802 9,859 10,661 ( 4,202 ) 1998 2008
Sikeston, MO 1 — 258 11,936 3,471 2,350 13,315 15,665 ( 7,190 ) 1998 2009
Sioux City, IA-2640 Murray St 1 — 5,950 28,391 566 4,610 30,297 34,907 ( 6,806 ) 1990 2019
Sioux City, IA-2900 Murray St 1 — 3,070 56,336 2,739 4,506 57,639 62,145 ( 12,294 ) 1995 2019
Sioux Falls, SD 1 — 856 4,780 5,131 1,084 9,683 10,767 ( 6,012 ) 1972 2008
South Plainfield, NJ 1 — 5,360 20,874 2,672 6,578 22,328 28,906 ( 3,310 ) 1970 -1974 2020
Springdale, AR 1 — 844 10,754 2,282 931 12,949 13,880 ( 7,142 ) 1982 2008
St. Louis, MO 2 — 2,082 7,566 2,217 2,198 9,667 11,865 ( 4,757 ) 1956 2009
St. Paul, MN 2 — 1,800 12,129 2,427 1,826 14,530 16,356 ( 7,336 ) 1970 2009
Strasburg, VA 1 — 1,551 15,038 2,724 2,001 17,312 19,313 ( 8,025 ) 1999 2008
Summerville 1 — — 5,024 237 7 5,254 5,261 ( 1,129 ) 1999 2020
Sumter, SC 1 — 530 8,738 152 560 8,860 9,420 ( 2,615 ) 1979 2019
Syracuse, NY 2 — 2,177 20,056 6,505 2,420 26,318 28,738 ( 13,483 ) 1960 2008
Tacoma, WA 1 — — 21,216 2,653 31 23,838 23,869 ( 10,955 ) 2010 2010
Tampa - Bartow, FL 1 — — 2,451 921 89 3,283 3,372 ( 2,795 ) 1962 2008
Tampa Maple, FL 1 — 3,233 15,940 83 3,242 16,014 19,256 ( 2,561 ) 2017 2020
Tampa Plant City, FL 2 — 1,333 11,836 1,805 1,380 13,594 14,974 ( 6,500 ) 1987 2009
Tarboro, NC 1 — 1,078 9,586 1,496 1,225 10,935 12,160 ( 5,300 ) 1988 2008
Taunton, MA 1 — 1,477 14,159 1,649 1,769 15,516 17,285 ( 7,128 ) 1999 2009
Texarkana, AR 1 — 842 11,169 1,998 921 13,088 14,009 ( 6,178 ) 1992 2008
Tomah, WI 1 — 886 10,715 942 1,038 11,505 12,543 ( 6,035 ) 1989 2008
Turlock, CA (#1) 2 — 944 4,056 1,340 967 5,373 6,340 ( 2,690 ) 1995 2008
Turlock, CA (#2) 1 — 3,091 7,004 3,864 3,124 10,835 13,959 ( 5,188 ) 1985 2008
Vernon 2, CA 1 — 8,100 13,490 4,298 8,112 17,776 25,888 ( 11,346 ) 1965 2009
Victorville, CA 1 — 2,810 22,811 2,893 2,826 25,688 28,514 ( 11,619 ) 2004 2008
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Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Vineland, NJ 1 — 9,580 68,734 4,643 9,580 73,377 82,957 ( 9,945 ) 1998, 2000, 2015, 2016, 2017 2020
Vineland, NJ (North Mill) 3 — 4,386 13,019 694 4,777 13,322 18,099 ( 468 ) 1975,1992,1996,2021 2023
Walla Walla, WA 2 — 215 4,693 767 159 5,516 5,675 ( 3,748 ) 1960 2008
Wallula, WA 1 — 690 2,645 960 788 3,507 4,295 ( 1,772 ) 1982 2008
Watsonville, CA 1 — — 8,138 2,358 21 10,475 10,496 ( 8,737 ) 1984 2008
West Memphis, AR 1 — 1,460 12,300 3,637 2,802 14,595 17,397 ( 8,313 ) 1985 2008
Wichita, KS 1 — 1,297 4,717 2,530 1,432 7,112 8,544 ( 3,988 ) 1972 2008
Woodburn, OR 1 — 1,552 9,860 5,139 1,627 14,924 16,551 ( 6,795 ) 1952 2008
York-Willow Springs, PA 1 — 1,300 7,351 862 1,416 8,097 9,513 ( 4,383 ) 1987 2009
Zumbrota, MN 3 — 800 10,360 2,132 993 12,299 13,292 ( 5,904 ) 1996 2009
Canada
Taber — — — 12 ( 12 ) — — — 1999 2009
Brampton 1 — 27,522 53,367 ( 6,058 ) 25,273 49,558 74,831 ( 10,260 ) 2004 2020
Calgary 1 — 5,240 36,392 6,228 5,673 42,187 47,860 ( 6,804 ) 2009 2020
Halifax Dartmouth 1 — 2,052 14,904 ( 1,387 ) 1,884 13,685 15,569 ( 2,114 ) 2013 2020
London 1 — 1,431 11,340 ( 1,541 ) 1,258 9,972 11,230 ( 1,223 ) 1982 2021
Mississauga Surveyor 1 — — 245 119 — 364 364 ( 62 ) 1972, 1992 2021
Australia
Arndell Park 2 — 13,489 29,428 ( 1,077 ) 10,870 30,970 41,840 ( 13,941 ) 1989/1994 2009
Brisbane - Hemmant 1 — 9,738 10,072 ( 2,439 ) 7,444 9,927 17,371 ( 1,380 ) 1996 2020
Brisbane - Lytton 1 — 19,575 28,920 ( 4,532 ) 15,633 28,330 43,963 ( 3,235 ) 1966 2021
Laverton 2 — 13,689 28,252 6,321 10,576 37,686 48,262 ( 14,947 ) 1997/1998 2009
Murarrie 3 — 10,891 18,975 ( 3,150 ) 8,471 18,245 26,716 ( 8,246 ) 1972/2003 2009
Prospect/ASC Corporate 2 — — 1,187 18,319 6,583 12,923 19,506 ( 6,769 ) 1985 2009
Spearwood 1 — 7,194 10,990 8,891 5,579 21,496 27,075 ( 5,793 ) 1978 2009
Wivenhoe - Tasmania 1 — 994 8,218 706 748 9,170 9,918 ( 1,104 ) 1998/2013 2022
Ormeau 1 — 3,379 14,551 673 3,293 15,310 18,603 ( 701 ) 2003 2023
New Zealand
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Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Dalgety 1 — 6,047 5,531 27,718 5,157 34,139 39,296 ( 8,563 ) 1988 2009
Diversey 1 — 2,357 5,966 678 2,038 6,963 9,001 ( 2,694 ) 1988 2009
Halwyn Dr 1 — 5,227 3,399 179 4,518 4,287 8,805 ( 2,004 ) 1992 2009
Mako Mako 1 — 1,332 3,810 244 1,210 4,176 5,386 ( 1,673 ) 2000 2009
Paisley 2 — 8,495 5,295 ( 5,630 ) 4,767 3,393 8,160 ( 891 ) 1984 2009
Smarts Rd 1 — 2,442 5,750 22 2,176 6,038 8,214 ( 1,226 ) 1984 2022
Argentina
Mercado Central - Buenos Aires, ARG 1 — — 4,984 ( 1,963 ) — 3,021 3,021 ( 5,892 ) 1996/1999 2009
Pilar - Buenos Aires, ARG 1 — 706 2,586 ( 2,544 ) 587 161 748 ( 25 ) 2000 2009
Netherlands
Barneveld 2 — 15,410 27,472 ( 5,209 ) 13,082 24,591 37,673 ( 2,886 ) 1986, 1995 2020
Urk 2 — 7,100 31,014 ( 5,379 ) 5,983 26,752 32,735 ( 3,885 ) 1994, 2001 2020
Maasvlakte - Rotterdam 1 — 540 15,746 ( 799 ) 697 14,790 15,487 ( 1,868 ) 2016 2020
Westland - Rotterdam 1 — 20,910 26,637 ( 25,854 ) 14,177 7,516 21,693 ( 1,145 ) 1976, 1974, 2007, 2016 2020
Austria
Vienna 1 — 280 26,515 ( 3,750 ) 237 22,808 23,045 ( 2,898 ) 1979 2020
Ireland
Castleblayney 2 — 6,170 22,244 ( 2,360 ) 5,260 20,794 26,054 ( 3,003 ) 1976, 1994 2020
Dublin 1 — 6,163 29,179 7,198 8,247 34,293 42,540 ( 3,222 ) 2018, 2022 2020
Portugal
Lisbon 1 — 13,794 46,877 ( 7,137 ) 11,724 41,810 53,534 ( 4,860 ) 1993 2020
Sines 1 — 130 2,311 ( 352 ) 110 1,979 2,089 ( 227 ) 2016 2020
Spain
Algeciras 1 — 101 11,948 ( 303 ) 102 11,644 11,746 ( 1,829 ) 1978 2020
Barcelona 2 — 16,340 35,247 3,113 13,849 40,851 54,700 ( 5,912 ) 1989, 2008, 2022 2020
Valencia 1 — 170 10,932 ( 739 ) 144 10,219 10,363 ( 1,335 ) 2005 2020
Poland
Gdynia 2 — 10,329 4,167 1,350 10,865 4,981 15,846 ( 636 ) 2015, 2023 2020, 2022, 2023
Great Britain
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Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Spalding - Bowman 1 — 5,916 32,815 ( 7,043 ) 4,194 27,494 31,688 ( 4,472 ) 2011, 2017 2020
Whitchurch 1 — 7,750 74,185 3,451 8,326 77,060 85,386 ( 10,434 ) 2014 2020
Northern Ireland
Lurgan 2 — 3,390 7,992 625 3,143 8,864 12,007 ( 1,656 ) 1985, 1986 2020
Total — 760,214 3,741,138 781,851 806,981 4,476,222 5,283,203 ( 1,441,166 )
Land, buildings, and improvements in the assets under construction balance as of December 31, 2024.
US
401 Kentile, NJ — — — — — ( 95 ) ( 95 )
501 Kentile, NJ — — — — — 149 149
601 Kentile, NJ — — — — — 299 299
Albertville, AL — — — — — ( 136 ) ( 136 )
Allentown, PA — — — — — 36,900 36,900
Amarillo, TX — — — — — 383 383
Anaheim, CA — — — — — 235 235
Atlanta - East Point, GA — — — — — ( 148 ) ( 148 )
Atlanta - Gateway, GA — — — — — 3,905 3,905
Atlanta - Lakewood, GA — — — — — ( 12 ) ( 12 )
Atlanta - Skygate, GA — — — — — 86 86
Atlanta - Southgate, GA — — — — — 223 223
Atlanta - Tradewater, GA — — — — — 11,631 11,631
Atlanta - Westgate, GA — — — — — 219 219
Atlanta - Empire, GA — — — — — 715 715
Atlanta - Pleasantdale, GA — — — — — 8,020 8,020
Augusta, GA — — — — — 1,305 1,305
Belvidere-Imron, IL — — — — — 2,131 2,131
Benson, NC — — — — — 649 649
Benson Hodges, NC — — — — — 26 26
Birmingham, AL — — — — — ( 128 ) ( 128 )
Fort Worth-Blue Mound, TX — — — — — 6,562 6,562
Brighton (Denver 2), CO — — — — — 3,365 3,365
Brooklyn Park, MN — — — — — 607 607
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Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Burley, ID — — — — — 772 772
Burlington, WA — — — — — 2,552 2,552
Carson, CA — — — — — ( 231 ) ( 231 )
Cartersville, GA — — — — — 66 66
Carthage Warehouse Dist, MO — — — — — 912 912
Chambersburg, PA — — — — — 534 534
Charlotte, NC — — — — — ( 175 ) ( 175 )
Chesapeake, VA — — — — — 62 62
Chillicothe, MO — — — — — 243 243
Clearfield, UT — — — — — 2,089 2,089
Columbia, SC — — — — — ( 4 ) ( 4 )
Columbus, OH — — — — — 1,343 1,343
Connell, WA — — — — — 97 97
Atlanta, GA - Corporate — — — — — 5,020 5,020
Dallas (Catron), TX — — — — — 297 297
Delhi, LA — — — — — 12 12
Dominguez Hills, CA — — — — — 3,176 3,176
Douglas, GA — — — — — ( 84 ) ( 84 )
Dunkirk, NY — — — — — 1,907 1,907
Eagan, MN — — — — — ( 30 ) ( 30 )
East Dubuque, IL — — — — — ( 122 ) ( 122 )
Edison, NJ — — — — — ( 9 ) ( 9 )
Fairfield, OH — — — — — 88 88
Fairmont, MN — — — — — 42 42
Fairmont City, IL — — — — — 275 275
Forest, MS — — — — — 263 263
Fort Dodge, IA — — — — — 25 25
Fort Smith, AR — — — — — 2,534 2,534
Fort Smith (Hwy 45), AR CL — — — — — 488 488
Fort Worth-Samuels, TX — — — — — 287 287
Fremont, NE — — — — — ( 19 ) ( 19 )
Ft. Worth, TX (Meacham) — — — — — ( 103 ) ( 103 )
Ft. Worth, TX (Railhead) — — — — — 235 235
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Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Gadsden, AL — — — — — ( 117 ) ( 117 )
Gaffney, SC — — — — — — —
Gainesville, GA — — — — — 597 597
Gainesville Candler, GA — — — — — ( 75 ) ( 75 )
Garden City, KS — — — — — 239 239
Geneva Lakes, WI — — — — — 326 326
Gloucester - Rogers, MA — — — — — 173 173
Gloucester - Rowe, MA — — — — — 326 326
Goldsboro Commerce, PA — — — — — ( 147 ) ( 147 )
Gouldsboro, PA — — — — — 989 989
Grand Island, NE — — — — — 2,555 2,555
Grand Prairie, TX — — — — — 1,094 1,094
Green Bay, WI — — — — — 3,102 3,102
Hatfield, PA — — — — — 687 687
Hattiesburg, MS — — — — — 14 14
Henderson, NV — — — — — 9 9
Hermiston, OR — — — — — ( 44 ) ( 44 )
Houston, TX — — — — — 224 224
Indianapolis, IN — — — — — 9,391 9,391
Jefferson, WI — — — — — 1,547 1,547
Johnson, AR — — — — — 382 382
Kansas City, MO — — — — — 32,784 32,784
Lakeville, MN — — — — — 596 596
Lancaster, PA — — — — — — —
LaPorte, TX — — — — — 34 34
Le Mars, IA — — — — — ( 44 ) ( 44 )
Lebanon, TN — — — — — 135 135
Leesport, PA — — — — — 34 34
Logan Township, NJ — — — — — 197 197
Lowell, AR — — — — — 1 1
Lula, GA — — — — — ( 200 ) ( 200 )
Lumberton, NC — — — — — 164 164
Lynden, WA — — — — — ( 448 ) ( 448 )
F-85
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Manchester, PA — — — — — 2,321 2,321
Manly, IA — — — — — 2 2
Mansfield, TX — — — — — 230 230
Marshall, MO — — — — — 105 105
Massillon 17th, OH — — — — — 17 17
Massillon Erie, OH — — — — — ( 277 ) ( 277 )
Middleboro, MA — — — — — 155 155
Milwaukie, OR — — — — — ( 393 ) ( 393 )
Mobile, AL — — — — — 166 166
Modesto, CA — — — — — 5,510 5,510
Monmouth, IL — — — — — 9 9
Montgomery, AL — — — — — 354 354
Moses Lake, WA — — — — — 428 428
Mountville, PA — — — — — 81,513 81,513
Mullica Hill. NJ — — — — — 31 31
Murfreesboro, TN — — — — — 1,647 1,647
Nampa, ID — — — — — 522 522
Napoleon, OH — — — — — ( 314 ) ( 314 )
New Ulm, MN — — — — — 1,194 1,194
Newark, NJ — — — — — 462 462
Newport, MN — — — — — 40 40
North Little Rock, AR — — — — — 655 655
Nyssa, OR — — — — — 61 61
Oklahoma City, OK — — — — — ( 150 ) ( 150 )
Ontario, OR — — — — — 358 358
Ontario, CA — — — — — 1,306 1,306
Oxford — — — — — 202 202
Pasco, WA — — — — — 57 57
Pedricktown, NJ — — — — — 506 506
Pendergrass, GA — — — — — 300 300
Perryville, MD — — — — — 60 60
Phoenix2, AZ — — — — — ( 77 ) ( 77 )
Piedmont, SC — — — — — ( 74 ) ( 74 )
F-86
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Piscataway 120, NJ — — — — — 20 20
Plainville, CT — — — — — 179,883 179,883
Plover, WI — — — — — 90 90
Portland, ME — — — — — 209 209
Rochelle, IL (Americold Drive) — — — — — 11,361 11,361
Rochelle, IL (Caron) — — — — — 184 184
Rockmart — — — — — 383 383
Russellville, AR - Elmira — — — — — 17,089 17,089
Russellville, AR - Cloverleaf (Rt. 324) — — — — — 213 213
Salem, OR — — — — — 2,380 2,380
Salinas, CA — — — — — 441 441
Salt Lake City, UT — — — — — 559 559
San Antonio, TX — — — — — ( 381 ) ( 381 )
Sanford, NC — — — — — 568 568
Savannah, GA — — — — — ( 200 ) ( 200 )
Savannah 2, GA — — — — — 1,931 1,931
Savannah Pooler, GA — — — — — 74 74
Seabrook, NJ — — — — — ( 4 ) ( 4 )
Sebree, KY — — — — — 20 20
Sikeston, MO — — — — — 672 672
Sioux City, IA-2640 Murray St — — — — — 755 755
Sioux City, IA-2900 Murray St — — — — — 527 527
Sioux Falls, SD — — — — — 2,425 2,425
South Plainfield, NJ — — — — — 608 608
Springdale, AR — — — — — 244 244
St. Paul, MN — — — — — 1,076 1,076
Strasburg, VA — — — — — 243 243
Summerville — — — — — 3 3
Sumter, SC — — — — — ( 37 ) ( 37 )
Syracuse, NY — — — — — 1,020 1,020
Tacoma, WA — — — — — 810 810
Tampa Maple, FL — — — — — 51 51
F-87
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
Tampa Plant City, FL — — — — — 136 136
Tarboro, NC — — — — — 85 85
Taunton, MA — — — — — 1,964 1,964
Texarkana, AR — — — — — ( 67 ) ( 67 )
Tomah, WI — — — — — 19 19
Turlock, CA (#1) — — — — — 169 169
Turlock, CA (#2) — — — — — 1,683 1,683
Vernon 2, CA — — — — — 2,086 2,086
Victorville, CA — — — — — 1,454 1,454
Vineland, NJ — — — — — 6,613 6,613
Vineland, NJ (North Mill) — — — — — 4,080 4,080
Walla Walla, WA — — — — — 176 176
Wallula, WA — — — — — 131 131
Watsonville, CA — — — — — 228 228
West Memphis, AR — — — — — 535 535
Wichita, KS — — — — — ( 404 ) ( 404 )
Woodburn, OR — — — — — 247 247
York-Willow Springs, PA — — — — — ( 89 ) ( 89 )
Zumbrota, MN — — — — — 796 796
Canada
Calgary — — — — — 151 151
Brampton — — — — — 232 232
Halifax - Dartmouth — — — — — 32 32
Port St. John
— — — — — 575 575
Australia
Arndell Park — — — — — 92 92
Brisbane - Hemmant — — — — — 85 85
Laverton — — — — — 32 32
Murarrie — — — — — 147 147
Prospect/ASC Corporate — — — — — 5,892 5,892
Spearwood — — — — — 171 171
Wivenhoe - Tasmania — — — — — 47 47
Ormeau — — — — — 675 675
F-88
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Initial Costs Gross amount at which carried as of
December 31, 2024
Property Buildings Encumbrances Land Buildings and Improvements
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
New Zealand
Dalgety — — — — — 383 383
Diversey — — — — — 638 638
Halwyn Dr — — — — — 613 613
Mako Mako — — — — — 44 44
Paisley — — — — — 435 435
Smarts Rd — — — — — 53 53
Europe
Barneveld, Netherlands — — — — — 7 7
Urk, Netherlands — — — — — 1,233 1,233
Monaghan, Ireland — — — — — 232 232
Dublin, Ireland — — — — — 2,142 2,142
Lisbon, Portugal — — — — — 1,035 1,035
Algeciras, Span — — — — — 59 59
Valencia, Spain — — — — — 46 46
Barcelona, Spain — — — — — 431 431
Witchurch, UK — — — — — 940 940
Gdansk, Poland — — — — — 885 885
Total in assets under construction — — — — — 511,250 511,250 —
Total assets $ — $ 760,214 $ 3,741,138 $ 781,851 $ 806,981 $ 4,987,472 $ 5,794,453 $ ( 1,441,166 )
F-89
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
Schedule III – Footnotes
(1) Reconciliation of total accumulated depreciation to consolidated balance sheet caption as of December 31, 2024:
Total per Schedule III $ ( 1,441,166 )
Accumulated depreciation on investments in non-real estate assets ( 1,012,431 )
Total accumulated depreciation per consolidated balance sheet (property, buildings and equipment)
$ ( 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
Building and improvements financing leases
13,657
Assets under construction per consolidated balance sheet 606,233
Less: personal property assets under construction ( 94,983 )
Total per Schedule III $ 4,987,472
(3) Amount includes the cumulative impact of foreign currency translation and the effect of any asset disposals.
(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.
F-90
Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
(6) The following table summarizes the Company’s real estate activity and accumulated depreciation for the years ended December 31:
2024 2023 2022
Real Estate Facilities, at Cost: (In thousands)
Beginning Balance $ 6,559,755 $ 6,261,663 $ 6,134,702
Capital expenditures 183,986 231,984 195,696
Acquisitions — 44,911 12,615
Purchase price allocation adjustments — — ( 331 )
Disposition ( 9,399 ) ( 6,829 ) ( 14,694 )
Impairment ( 20,985 ) — ( 3,407 )
Conversion of leased assets to owned — 301 13,182
Impact of foreign exchange rate changes ( 77,166 ) 27,725 ( 76,100 )
Ending Balance 6,636,191 6,559,755 6,261,663
Accumulated Depreciation:
Beginning Balance ( 1,693,983 ) ( 1,470,179 ) ( 1,277,174 )
Depreciation expense ( 211,061 ) ( 215,731 ) ( 204,896 )
Dispositions 5,621 1,037 5,304
Impact of foreign exchange rate changes 16,752 ( 9,110 ) 6,587
Ending Balance ( 1,882,671 ) ( 1,693,983 ) ( 1,470,179 )
Total Real Estate Facilities, Net at December 31 $ 4,753,520 $ 4,865,772 $ 4,791,484
The total real estate facilities amounts in the table above include $ 108.0 million, $ 147.0 million and $ 152.0 million of assets under sale-leaseback agreements accounted for as a financing as of December 31, 2024, 2023 and 2022, respectively. The Company does not hold title in these assets under sale-leaseback agreements. As of December 31, 2024 the Company has three facilities classified as held for sale within Property, buildings, and equipment – net.
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Table of Contents
Americold Realty Trust, Inc. and Subsidiaries
Schedule III – Real Estate and Accumulated Depreciation
December 31, 2024
(In thousands of U.S. dollars, as applicable and unless noted)
(7) Reconciliation of the Company’s real estate activity and accumulated depreciation for the years ended December 31, 2024 to Schedule III:
Total real estate facilities gross amount per Schedule III $ 5,794,453
Plus: Refrigeration equipment 851,195
Offshore non-real CIP recorded in real CIP-not included in Schedule III ( 9,457 )
Real estate facilities, at cost - ending balance $ 6,636,191
Accumulated depreciation per Schedule III $ 1,441,166
Plus: Refrigeration equipment 441,505
Accumulated depreciation - ending balance $ 1,882,671
F-92
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICOLD REALTY TRUST, INC.
By: /s/ George F. Chappelle Jr.
George F. Chappelle Jr.
Chief Executive Officer and Director
(Principal executive officer)
Date: February 27, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ George F. Chappelle Jr. Chief Executive Officer and Director February 27, 2025
George F. Chappelle Jr.
/s/ E. Jay Wells Chief Financial Officer and Executive Vice President February 27, 2025
E. Jay Wells
/s/ Robert E. Harris, Jr.
Chief Accounting Officer and Senior Vice President February 27, 2025
Robert E. Harris, Jr.
/s/ Mark R. Patterson Chairman of the Board of Directors February 27, 2025
Mark R. Patterson
/s/ George J. Alburger, Jr. Director February 27, 2025
George J. Alburger, Jr.
/s/ Kelly H. Barrett Director February 27, 2025
Kelly H. Barrett
/s/ Robert L. Bass Director February 27, 2025
Robert L. Bass
/s/ Antonio F. Fernandez Director February 27, 2025
Antonio F. Fernandez
/s/ Pamela K. Kohn Director February 27, 2025
Pamela K. Kohn
/s/ David J. Neithercut Director February 27, 2025
David J. Neithercut
/s/ Andrew P. Power Director February 27, 2025
Andrew P. Power