PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for the three months ended March 31, 2021, including the balance sheets, statements of operations, statements of equity, and statements of cash flows, along with detailed notes covering significant accounting policies, recent business combinations, debt structure, segment performance, and other key financial disclosures [Condensed Consolidated Financial Statements](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The company reported total revenues of **$634.8 million** and a net loss of **$14.2 million** for the three months ended March 31, 2021, compared to total revenues of **$484.1 million** and net income of **$23.5 million** in the prior-year period, with the shift to a net loss primarily driven by increased operating expenses, including higher acquisition-related costs and depreciation, while total assets decreased slightly to **$7.54 billion** from **$7.83 billion** at year-end 2020, mainly due to a reduction in cash and cash equivalents Condensed Consolidated Balance Sheet Highlights (in thousands) | Metric | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Total Assets | $7,540,008 | $7,831,151 | | Total Liabilities | $3,831,801 | $4,038,330 | | Total Equity | $3,708,207 | $3,792,821 | Condensed Consolidated Statement of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Total Revenues | $634,795 | $484,069 | | Operating Income | $14,226 | $47,678 | | Net (Loss) Income | $(14,236) | $23,511 | | Net (Loss) Income per Share - diluted | $(0.06) | $0.11 | Condensed Consolidated Statement of Cash Flows Highlights (in thousands) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $46,531 | $80,517 | | Net cash used in investing activities | $(143,737) | $(358,074) | | Net cash (used in) provided by financing activities | $(235,530) | $315,101 | [Notes to Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the basis of the financial statements, highlighting significant events and policies, including the impact of recent acquisitions like Liberty Freezers and Agro, which have significantly expanded the company's global footprint, and outlining the company's debt structure with total indebtedness of **$2.43 billion**, segment performance with the Warehouse segment contributing the majority of revenue and profit, legal contingencies, revenue recognition policies, and share-based compensation plans - As of March 31, 2021, the company operated a global network of **242 temperature-controlled warehouses**, an increase driven by recent acquisitions[31](index=31&type=chunk) - On March 1, 2021, the company acquired Liberty Freezers for **C$55.0 million ($43.5 million USD)**, funded by its revolving credit facility, following several major acquisitions in 2020, including Agro, Hall's, AM-C, and Caspers[41](index=41&type=chunk)[42](index=42&type=chunk)[45](index=45&type=chunk) Outstanding Indebtedness as of March 31, 2021 (in thousands) | Debt Category | Carrying Amount | | :--- | :--- | | 2013 Mortgage Loans | $274,927 | | Senior Unsecured Notes | $1,829,750 | | 2020 Senior Unsecured Term Loan | $324,025 | | **Total Principal** | **$2,428,702** | | 2020 Senior Unsecured Revolving Credit | $43,786 | Segment Contribution (in thousands) | Segment | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Warehouse | $146,181 | $126,773 | | Third-party managed | $4,382 | $3,769 | | Transportation | $6,703 | $4,805 | | **Total Segment Contribution** | **$157,240** | **$135,402** | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=55&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the operational and financial results for the quarter, emphasizing the impact of recent acquisitions (Agro, Hall's, Liberty Freezers) which drove significant revenue growth but also increased costs, noting that the Warehouse segment saw a **27.4%** revenue increase largely from acquisitions, while same-store results were impacted by lower throughput and occupancy due to COVID-19 supply chain disruptions, and the Transportation segment revenue more than doubled due to acquisitions, resulting in a decrease in cash from operations and an increase in capital expenditures related to development projects, though non-GAAP measures like Core FFO and Core EBITDA showed growth, reflecting underlying operational performance adjusted for acquisition costs and other non-recurring items [Results of Operations](index=70&type=section&id=Results%20of%20Operations) Total revenue for Q1 2021 increased by **31.1%** to **$634.8 million**, primarily driven by acquisitions, with the Warehouse segment revenue growing **27.4%** to **$485.5 million**, where acquisitions contributed **$109.1 million** to the increase, though same-store warehouse contribution (NOI) decreased by **5.2%** due to lower occupancy and throughput related to COVID-19 supply chain impacts, and the Transportation segment saw revenue increase **112.4%** to **$76.3 million**, also due to acquisitions, while operating expenses rose, with SG&A up **22.1%** and acquisition-related costs increasing to **$20.8 million** from **$1.7 million** year-over-year Warehouse Segment Performance (in thousands) | Metric | Q1 2021 | Q1 2020 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $485,451 | $381,068 | 27.4% | | Segment Contribution (NOI) | $146,181 | $126,773 | 15.3% | - Same-store warehouse contribution (NOI) decreased by **5.2%** (**6.9%** on a constant currency basis), driven by lower occupancy and throughput, with average economic occupancy for same stores falling to **76.7%** from **82.6%** in the prior year[330](index=330&type=chunk)[339](index=339&type=chunk) Transportation Segment Performance (in thousands) | Metric | Q1 2021 | Q1 2020 | % Change | | :--- | :--- | :--- | :--- | | Total Revenues | $76,272 | $35,917 | 112.4% | | Segment Contribution (NOI) | $6,703 | $4,805 | 39.5% | - Acquisition, litigation, and other expenses increased significantly to **$20.8 million** in Q1 2021 from **$1.7 million** in Q1 2020, primarily due to **$13.5 million** in costs related to the Agro acquisition and **$4.8 million** in costs from a prior cyber event[355](index=355&type=chunk) [Non-GAAP Financial Measures](index=79&type=section&id=Non-GAAP%20Financial%20Measures) The company provides reconciliations for key non-GAAP metrics to supplement its GAAP results, reporting Core Funds from Operations (Core FFO) of **$62.5 million** for Q1 2021, a slight increase from **$60.1 million** in Q1 2020, and Adjusted Funds from Operations (AFFO) growth to **$75.9 million** from **$67.2 million**, while Core EBITDA saw a more substantial increase, rising to **$117.8 million** from **$104.1 million** year-over-year, reflecting strong underlying performance when excluding acquisition-related costs and other non-core items Reconciliation of Net (Loss) Income to FFO, Core FFO, and Adjusted FFO (in thousands) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net (Loss) Income | $(14,236) | $23,511 | | NAREIT FFO | $38,271 | $56,891 | | Core FFO | $62,546 | $60,060 | | Adjusted FFO | $75,921 | $67,151 | Reconciliation of Net (Loss) Income to EBITDAre and Core EBITDA (in thousands) | Metric | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net (Loss) Income | $(14,236) | $23,511 | | NAREIT EBITDAre | $88,789 | $97,040 | | Core EBITDA | $117,789 | $104,110 | [Liquidity and Capital Resources](index=82&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by cash from operations, its revolving credit facility, and equity programs, with total principal debt outstanding of **$2.43 billion** as of March 31, 2021, and during the quarter, the company repaid **$200 million** of its Term Loan A facility and expanded its revolving credit facility capacity by **$200 million**, while net cash from operations decreased to **$46.5 million** from **$80.5 million** in the prior year due to higher acquisition costs and bonus payments, and capital expenditures for growth and expansion totaled **$126.8 million**, primarily for acquisitions and development projects - The company had approximately **$227.4 million** of availability remaining under its ATM Equity Program as of March 31, 2021[382](index=382&type=chunk) - In Q1 2021, the company repaid **$200 million** of its Senior Unsecured Term Loan A-1 facility and expanded its revolving credit facility by **$200 million**[399](index=399&type=chunk) Capital Expenditures (in thousands) | Category | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | **Maintenance Capital Expenditures** | **$15,731** | **$12,438** | | Real estate | $12,928 | $9,390 | | Personal property & IT | $2,803 | $3,048 | | **Growth & Expansion Capital Expenditures** | **$126,752** | **$346,120** | | Acquisitions | $41,956 | $315,583 | | Expansion and development | $84,796 | $30,537 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=89&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks, primarily from changes in interest rates and foreign currency exchange rates, with **$125 million** in USD-denominated and **$250 million** in CAD-denominated variable-rate debt as of March 31, 2021, where a hypothetical **100 basis point** increase in market interest rates would increase annual interest expense by approximately **$3.7 million**, while foreign currency risk remains a factor due to the company's international operations, but the exposure was not materially different from that disclosed at year-end 2020 - A **100 basis point** increase in market interest rates would increase the company's annual interest expense by approximately **$3.7 million** due to its variable-rate debt exposure[447](index=447&type=chunk) - Foreign currency risk exposure as of March 31, 2021, was not materially different from the exposure at the end of the fiscal year 2020[448](index=448&type=chunk) [Item 4. Controls and Procedures](index=89&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2021, with the company currently integrating the internal controls of the recently acquired Agro business, planning full inclusion in the annual assessment for the 2021 fiscal year, and no other material changes to internal control over financial reporting were identified during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of March 31, 2021[449](index=449&type=chunk) - The company is in the process of integrating the internal controls and procedures of Agro, acquired on December 30, 2020, with this integration expected to be completed and included in the annual assessment for the 2021 fiscal year[452](index=452&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=91&type=section&id=Item%201.%20Legal%20Proceedings) The company is not party to any material litigation that would have a material impact on its financial condition, beyond what is disclosed in Note 14 of the financial statements, which details ongoing litigation, including a breach of settlement agreement case in Kansas and litigation related to Preferred Freezer Services, LLC - The company states that it is not a party to any material litigation or legal proceedings that would have a material impact on its business, financial condition, or results of operations, referring to the disclosures in Note 14[455](index=455&type=chunk)[456](index=456&type=chunk) [Item 1A. Risk Factors](index=91&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2020, with no new or materially changed risk factors presented in this quarterly report - The report directs readers to the Risk Factors section of the Annual Report on Form 10-K for the year ended December 31, 2020, for a discussion of factors that could harm the business[457](index=457&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=91&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - The company reported no unregistered sales of equity securities or use of proceeds during the quarter[457](index=457&type=chunk) [Item 6. Exhibits](index=92&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including amendments to corporate documents, credit agreements, forms of compensatory plans, and certifications by the CEO and CFO as required by the Sarbanes-Oxley Act - Exhibits filed include the Third Amendment to the Credit Agreement, forms of employee stock unit agreements, and CEO/CFO certifications[462](index=462&type=chunk)

Financial Performance and Investments - The company completed an initial public offering on January 23, 2018, issuing 33,350,000 common shares and generating net proceeds of approximately $493.6 million after costs[26] - The company aims to enhance operating and financial results through proactive asset management and has made significant investments in its business over the last several years[30] - The company completed the acquisition of Agro Merchants Group for a total transaction cost of approximately $1.7 billion, which includes cash consideration of $1.08 billion and the issuance of common shares valued at $512.1 million[24] - The company acquired Hall's Warehouse Corporation for $489.2 million on November 2, 2020[23] Revenue and Customer Base - The company has transitioned a significant portion of its rent and storage revenues from an as-utilized basis to a fixed storage commitment basis, which is expected to provide commercial advantages[31] - The company’s warehouse portfolio serves approximately 2,500 customers, with the top 25 customers generating 55%, 60%, and 63% of total warehouse segment revenues for the years ended December 31, 2020, 2019, and 2018, respectively[44] - The warehouse segment generates 55%, 60%, and 63% of total warehouse segment revenues from the 25 largest customers for the years ended December 31, 2020, 2019, and 2018, respectively[44] - The company serves approximately 2,500 customers, primarily in the frozen and perishable food sectors, providing stable cash flows and growth potential[44] Business Segments and Operations - The company operates through three primary business segments: warehouse, third-party managed, and transportation, with the core business being the warehouse segment[38] - The company manages its business through three primary segments: warehouse, third-party managed, and transportation[38] - The company has expanded its transportation services through acquisitions, including the Halls acquisition and Agro Merchants, enhancing its service offerings in the U.S., Ireland, and the UK[42] Strategic Positioning and Market Trends - The company is strategically positioned to capitalize on increased outsourcing by global food producers and retailers, anticipating continued demand for third-party temperature-controlled warehousing[33] - The company believes its strategic locations and extensive geographic presence are fundamental to optimizing customers' distribution networks and reducing supply-chain risks[18] - The company is well-positioned to benefit from e-commerce growth, leveraging its warehouse capabilities to serve both online and traditional retailers[35] - The company anticipates continued outsourcing of temperature-controlled warehousing needs by food producers and retailers, positioning itself to capitalize on this trend[33] - The company serves as a bridge between food producers and fulfillment centers, aiming to benefit from the growth of e-commerce[35] Employee Relations and Labor - The company employs approximately 16,300 people worldwide, with 37% represented by local labor unions[57] - In 2021, the company expects to negotiate 11 additional collective bargaining agreements, covering about 3.3% of its employee population[58] - The company has successfully negotiated 95 collective bargaining agreements since January 1, 2016, without any work stoppages[57] Compliance and Safety - The company is committed to compliance with food safety regulations, including the Food Safety Modernization Act, which requires a comprehensive food safety system[71] - The company emphasizes safety and health, providing ongoing training and personal protective equipment to associates[63] - OSHA regulations require the company to maintain a safe work environment, with potential substantial penalties for non-compliance[74] - International facilities are subject to various local laws, and failure to comply could materially affect the company's financial condition and operations[75] Insurance and Risk Management - The company carries comprehensive insurance coverage, including general liability and business interruption, to protect its operations[76] - The company is self-insured for workers' compensation and health insurance under a large-deductible program, with excess loss coverage for significant claims[77] - The company does not carry insurance for generally uninsured losses but includes coverage for terrorism and has specific insurance for earthquake and flood risks[78] Community Engagement and Ethics - The company partners with organizations like Feed the Children to support community outreach efforts, providing donations and volunteer opportunities[67] - The company is committed to the highest standards of business ethics, with regular training and policies in place to prevent discrimination and harassment[65] - The company provides a range of employee benefits, including a new Employee Stock Purchase Program (ESPP) to enhance engagement[64] Environmental Compliance - Compliance with environmental laws incurs significant capital and operating costs, and future changes could adversely affect financial conditions and shareholder distributions[69]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to , Commission File Number: 001-34723 AMERICOLD REALTY TRUST (Exact name of registrant as specified in its charter) Maryland (Americold ...

[FORM 10-Q](index=1&type=section&id=FORM%2010-Q) Americold Realty Trust's quarterly report for the period ended June 30, 2020 [Table of Contents](index=3&type=section&id=Table%20of%20Contents) Provides an organized guide to the report's detailed financial and operational sections [CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS](index=4&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) Highlights risks and uncertainties associated with forward-looking business projections [PART I - FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) Presents the core financial statements and detailed notes for the reporting period [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Presents Americold's unaudited condensed consolidated financial statements and detailed notes, highlighting key financial performance and position [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Details the company's assets, liabilities, and equity at specific reporting dates | Metric | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | Change (YoY) | | :----- | :--------------------------- | :------------------------------- | :----------- | | Total Assets | $4,612,776 | $4,170,683 | +10.6% | | Property, buildings and equipment – net | $3,123,946 | $2,932,661 | +6.5% | | Cash and cash equivalents | $298,709 | $234,303 | +27.5% | | Identifiable intangible assets – net | $352,100 | $284,758 | +23.6% | | Goodwill | $385,285 | $318,483 | +20.9% | | Total Liabilities | $2,481,770 | $2,337,665 | +6.2% | | Mortgage notes, senior unsecured notes and term loans – net | $1,824,406 | $1,695,447 | +7.6% | | Total Shareholders' Equity | $2,131,006 | $1,833,018 | +16.3% | [Condensed Consolidated Statements of Operations](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Reports the company's revenues, expenses, and net income over specific periods | Metric | 3 Months Ended June 30, 2020 (in thousands) | 3 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Total Revenues | $482,522 | $438,460 | +10.1% | | Operating Income | $56,545 | $29,085 | +94.4% | | Net Income | $32,662 | $4,891 | +567.8% | | Net Income per Common Share - Basic | $0.16 | $0.03 | +433.3% | | Net Income per Common Share - Diluted | $0.16 | $0.03 | +433.3% | | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Total Revenues | $966,591 | $831,539 | +16.2% | | Operating Income | $104,223 | $45,502 | +129.0% | | Net Income | $56,173 | $262 | +21340.8% | | Net Income per Common Share - Basic | $0.28 | $0.00 | N/A | | Net Income per Common Share - Diluted | $0.27 | $0.00 | N/A | [Condensed Consolidated Statements of Comprehensive Income](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Presents net income and other comprehensive income items, reflecting total non-owner changes in equity | Metric | 3 Months Ended June 30, 2020 (in thousands) | 3 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Net Income | $32,662 | $4,891 | +567.8% | | Change in unrealized net loss on foreign currency | $10,337 | $(2,257) | N/A | | Unrealized loss on designated derivatives | $(3,494) | $(1,763) | +98.2% | | Total Comprehensive Income (Loss) | $39,917 | $1,398 | +2755.3% | | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Net Income | $56,173 | $262 | +21340.8% | | Change in unrealized net loss on foreign currency | $(15,210) | $(1,036) | +1368.1% | | Unrealized loss on designated derivatives | $(7,533) | $(4,477) | +68.3% | | Total Comprehensive Income (Loss) | $34,256 | $(4,200) | N/A | [Condensed Consolidated Statements of Shareholders' Equity](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) Outlines changes in equity components, including net income, share issuances, and distributions | Metric | December 31, 2019 (in thousands) | June 30, 2020 (in thousands) | Change | | :----- | :------------------------------- | :--------------------------- | :----- | | Total Shareholders' Equity | $1,833,018 | $2,131,006 | +16.3% | | Net Income (6 months) | N/A | $56,173 | N/A | | Issuance of common shares (6 months) | N/A | $340,628 | N/A | | Distributions on common shares (6 months) | N/A | $(85,839) | N/A | | Accumulated Other Comprehensive Loss (6 months) | $(14,126) | $(36,043) | +155.1% | [Condensed Consolidated Statements of Cash Flows](index=14&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Net cash provided by operating activities | $163,980 | $79,835 | +105.4% | | Net cash used in investing activities | $(443,025) | $(1,454,794) | -69.5% | | Net cash provided by financing activities | $374,312 | $1,488,022 | -74.8% | | Net increase in cash, cash equivalents and restricted cash | $95,267 | $113,063 | -15.8% | | Cash, cash equivalents and restricted cash, End of period | $331,840 | $327,246 | +1.4% | [Notes to Condensed Consolidated Financial Statements](index=17&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures supporting the financial statement figures [1. General](index=17&type=section&id=1.%20General) Details the company's REIT structure, recent equity activities, strategic acquisitions, and the impact of the COVID-19 pandemic - Americold Realty Trust operates as a Maryland REIT with an UPREIT structure, holding approximately **99%** of its Operating Partnership[34](index=34&type=chunk) - Authorized common shares increased from **250,000,000 to 325,000,000** in March 2020[36](index=36&type=chunk) Equity Offering/Program Details | Equity Offering/Program | Date | Details | Net Proceeds / Gross Proceeds (in millions) | | :---------------------- | :--- | :------ | :---------------------------------------- | | September 2018 Follow-On | Sep 2018 | 4M common shares sold, 6M via forward sale (settle by Sep 2020) | ~$92.5M | | April 2019 Follow-On | Apr 2019 | 42.06M common shares sold, 8.25M via forward sale (settled Jan 2020) | ~$1.21B | | 2020 ATM Equity Program | Apr 2020 | Up to $500M common shares; 3.09M shares sold in Q2 2020 | $110.4M | | 2020 ATM Forward Sale | Q2 2020 | 472,551 common shares (settle by Jul 2021) | $17.2M | - Recent acquisitions include PortFresh (**$35.2 million**), Cloverleaf (**$1.24 billion**), Lanier (**$81.9 million**), MHW (**$50.8 million**), Nova Cold (**$259.6 million USD**), and Newport Cold (**$56.1 million**)[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) The company also acquired a **14.99%** interest in Brazil's SuperFrio for **$25.7 million** in March 2020[54](index=54&type=chunk) - The COVID-19 pandemic has led to **elevated labor-related costs** and **incremental health and safety supply costs**, with the full impact on financial condition, results of operations, and cash flows remaining uncertain[59](index=59&type=chunk)[60](index=60&type=chunk) [2. Summary of Significant Accounting Policies](index=21&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) Outlines adopted accounting standards, impairment charges, and capitalized interest for the period - Adopted ASU 2018-13 (Fair Value Measurement) and ASU 2016-13 (Credit Losses - CECL) effective **January 1, 2020**[75](index=75&type=chunk)[76](index=76&type=chunk) - CECL adoption resulted in a **$0.5 million non-cash cumulative effect adjustment** to the opening accumulated deficit as of January 1, 2020[76](index=76&type=chunk) Impairment Charges and Capitalized Interest | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Impairment charges | $3,667 | $13,485 | -72.8% | | Capitalized interest | $1,200 | $1,600 | -25.0% | [3. Business Combinations](index=26&type=section&id=3.%20Business%20Combinations) Details significant acquisitions in 2020, including Nova Cold and Newport Cold, and the finalization of the 2019 Cloverleaf acquisition Recent Acquisitions | Acquisition | Date | Total Cash Consideration (Net of Cash Acquired) (in millions) | Primary Assets Acquired | Strategic Benefits | | :---------- | :--- | :-------------------------------------------- | :---------------------- | :----------------- | | Nova Cold | Jan 2, 2020 | CAD $337.4M (USD $259.6M) | Land & Buildings ($171.9M), Customer Relationships ($59.6M), Goodwill ($60.4M) | Expanded presence in Canada, synergy leverage | | Newport Cold | Jan 2, 2020 | $56.1M | Land & Buildings ($30.2M), Customer Relationships ($18.7M), Goodwill ($6.5M) | Expanded presence in Minneapolis-St. Paul, synergy leverage | - The Cloverleaf acquisition, finalized in 2019 for **$1.24 billion**, resulted in the recognition of **$250.3 million** for customer relationships (25-year useful life) and **$1.6 million** for trade names/trademarks (1.5-year useful life)[89](index=89&type=chunk)[92](index=92&type=chunk) Measurement period adjustments primarily led to a **net increase in goodwill**[92](index=92&type=chunk) [4. Investment in Partially Owned Entities](index=30&type=section&id=4.%20Investment%20in%20Partially%20Owned%20Entities) In Q1 2020, Americold acquired a 14.99% equity interest in Superfrio Armazéns Gerais S.A. (SuperFrio), a Brazilian temperature-controlled storage and logistics company, for approximately $25.7 million This investment is accounted for under the equity method, and its debt is non-recourse to Americold - Acquired a **14.99% equity interest** in Superfrio Armazéns Gerais S.A. (SuperFrio), a Brazilian temperature-controlled storage and logistics company, for approximately **$25.7 million** in Q1 2020[54](index=54&type=chunk)[100](index=100&type=chunk) - The investment is accounted for under the **equity method**, and the joint venture's debt is **non-recourse** to Americold, except for customary exceptions[100](index=100&type=chunk) [5. Acquisition, Litigation and Other Charges](index=30&type=section&id=5.%20Acquisition,%20Litigation%20and%20Other%20Charges) Reports a significant decrease in acquisition, litigation, and other charges due to lower prior-year acquisition costs Acquisition, Litigation and Other Charges (3 Months) | Expense Category | 3 Months Ended June 30, 2020 (in thousands) | 3 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :--------------- | :---------------------------------------- | :---------------------------------------- | :----------- | | Acquisition related costs | $2,651 | $15,014 | -82.3% | | Litigation | $0 | $467 | -100.0% | | Severance, equity award modifications and acceleration | $150 | $2,641 | -94.3% | | Total | $2,801 | $17,964 | -84.4% | Acquisition, Litigation and Other Charges (6 Months) | Expense Category | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :--------------- | :---------------------------------------- | :---------------------------------------- | :----------- | | Acquisition related costs | $3,417 | $16,455 | -79.2% | | Litigation | $0 | $1,377 | -100.0% | | Severance, equity award modifications and acceleration | $1,072 | $6,934 | -84.5% | | Total | $4,489 | $26,457 | -83.0% | [6. Debt](index=32&type=section&id=6.%20Debt) Details the increase in indebtedness, the refinancing of the Senior Unsecured Credit Facility, and compliance with debt covenants Indebtedness Overview | Debt Type | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | Change (YoY) | | :-------- | :--------------------------- | :------------------------------- | :----------- | | Total principal amount of indebtedness | $1,838,701 | $1,708,443 | +7.6% | | Total indebtedness, net of unamortized deferred financing costs | $1,824,406 | $1,695,447 | +7.6% | | Weighted average effective interest rate | 4.15% | 4.57% | -42 bps | - Refinanced Senior Unsecured Credit Facility in March 2020, establishing a new **$1.4 billion facility** comprising a five-year Senior Unsecured Term Loan A Facility and a four-year **$800 million** Senior Unsecured Revolving Credit Facility[111](index=111&type=chunk)[494](index=494&type=chunk) - The 2020 Senior Unsecured Term Loan A Facility includes a **CAD $250.0 million tranche** (Tranche A-2), which provides a **natural hedge** for the company's investment in Canada[112](index=112&type=chunk)[495](index=495&type=chunk) - The company was in **compliance with all debt covenants** as of June 30, 2020, including maximum leverage ratios, minimum fixed charge coverage, and unsecured interest coverage ratios[115](index=115&type=chunk)[127](index=127&type=chunk)[130](index=130&type=chunk)[132](index=132&type=chunk)[498](index=498&type=chunk)[510](index=510&type=chunk)[515](index=515&type=chunk) [7. Derivative Financial Instruments](index=36&type=section&id=7.%20Derivative%20Financial%20Instruments) Americold uses interest rate swaps to hedge $325 million of variable-rate debt, converting it to a fixed-rate basis to reduce interest rate volatility Cross-currency swaps are employed to manage foreign exchange risk on intercompany loans, hedging $153.5 million AUD and $37.5 million NZD The fair value of derivative assets was $9.8 million at June 30, 2020, while derivative liabilities were $18.6 million - The company uses interest rate swap agreements to hedge **$325 million of variable interest-rate debt**, converting it to a **fixed-rate basis** to reduce interest rate volatility[135](index=135&type=chunk) - Cross-currency swaps are used to manage foreign exchange rate risk on intercompany loans, hedging **$153.5 million AUD** and **$37.5 million NZD** outstanding balances as of June 30, 2020[139](index=139&type=chunk) Derivative Financial Instruments Fair Value | Derivative Type | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | | :-------------- | :--------------------------- | :------------------------------- | | Derivative Assets | $9,768 | $6,855 | | Derivative Liabilities | $18,565 | $6,094 | [8. Sale-Leasebacks of Real Estate](index=40&type=section&id=8.%20Sale-Leasebacks%20of%20Real%20Estate) The company's outstanding sale-leaseback financing obligations for real estate-related long-lived assets totaled $114.0 million as of June 30, 2020, a slight decrease from $115.8 million at December 31, 2019 These obligations are primarily associated with 12 warehouses, with interest rates ranging from 7.00% to 19.59% and maturities extending to 2027 and 2030 Sale-Leaseback Financing Obligations | Metric | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | Change (YoY) | | :----- | :--------------------------- | :------------------------------- | :----------- | | Total sale-leaseback financing obligations | $113,974 | $115,759 | -1.5% | - Obligations are tied to **12 warehouses** (1 from 2010, 11 from 2007) with maturities in **2030 and 2027**, respectively, and interest rates ranging from **7.00% to 19.59%**[153](index=153&type=chunk) [9. Fair Value Measurements](index=42&type=section&id=9.%20Fair%20Value%20Measurements) The company categorizes fair value measurements into Level 1 (quoted market prices), Level 2 (observable inputs), and Level 3 (unobservable inputs) Derivative instruments are primarily valued using Level 2 inputs, while mortgage notes, senior unsecured notes, and term loans are disclosed at fair value using Level 3 inputs Long-lived assets written down at June 30, 2020, were valued using Level 2 inputs - Fair value measurements are categorized into **Level 1** (quoted prices in active markets), **Level 2** (observable inputs other than Level 1), and **Level 3** (unobservable inputs)[155](index=155&type=chunk) - Derivative instruments are valued using **Level 2 inputs**, while mortgage notes, senior unsecured notes, and term loans are disclosed at fair value using **Level 3 inputs**[157](index=157&type=chunk)[160](index=160&type=chunk) Fair Value Hierarchy of Assets and Liabilities | Asset/Liability | Fair Value Hierarchy | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | | :-------------- | :------------------- | :--------------------------- | :------------------------------- | | Interest rate swap asset | Level 2 | $0 | $2,936 | | Interest rate swap liability | Level 2 | $18,565 | $3,507 | | Cross-currency swap asset | Level 2 | $9,768 | $1,404 | | Mortgage notes, senior unsecured notes and term loans (disclosed) | Level 3 | $2,002,183 | $1,783,463 | [10. Dividends and Distributions](index=43&type=section&id=10.%20Dividends%20and%20Distributions) As a REIT, Americold is required to distribute at least 90% of its taxable income annually For the six months ended June 30, 2020, total distributions declared were $85.8 million, with $81.0 million paid This represents an increase in declared dividends per common share from $0.40 in the first half of 2019 to $0.42 in the first half of 2020 - As a REIT, the company is generally required to distribute at least **90% of its REIT taxable income** annually[161](index=161&type=chunk) Dividends and Distributions | Metric | 6 Months Ended June 30, 2020 (in thousands, except per share) | 6 Months Ended June 30, 2019 (in thousands, except per share) | Change (YoY) | | :----- | :---------------------------------------------------------- | :---------------------------------------------------------- | :----------- | | Distributions declared per common share | $0.42 | $0.40 | +5.0% | | Total Distributions Declared | $85,839 | $68,999 | +24.4% | | Total Distributions Paid | $80,976 | $58,206 | +39.1% | [11. Share-Based Compensation](index=45&type=section&id=11.%20Share-Based%20Compensation) Total share-based compensation charges were $8.8 million for the six months ended June 30, 2020, comparable to $8.9 million in the prior year The 2017 Equity Incentive Plan, approved by shareholders, allows for various equity and cash-based awards, including a retirement provision for continued vesting Unrecognized share-based compensation expense totaled $28.2 million as of June 30, 2020, to be recognized over a weighted-average period of 2.1 years Aggregate Share-Based Compensation Charges | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Aggregate share-based compensation charges | $8,800 | $8,900 | -1.1% | - As of June 30, 2020, there was **$28.2 million of unrecognized share-based compensation expense** related to stock options and restricted stock units, to be recognized over a weighted-average period of **2.1 years**[174](index=174&type=chunk) - The 2017 Equity Incentive Plan includes a **retirement provision** allowing for continued vesting of outstanding equity-based awards if participants meet specific age and service criteria[178](index=178&type=chunk) [12. Income Taxes](index=50&type=section&id=12.%20Income%20Taxes) Income tax expense for the six months ended June 30, 2020, was $1.7 million, an increase from a $0.4 million benefit in the prior year, primarily due to increased earnings from domestic and foreign operations The CARES Act is not expected to have a material impact, though the company filed for a $1.9 million refund of previously paid alternative minimum taxes Deferred tax liabilities from the Nova Cold acquisition were reduced by $7.5 million in Q2 2020, resulting in an opening deferred tax liability of $34.5 million Income Tax Expense (Benefit) | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Income tax (expense) benefit | $(1,651) | $418 | N/A | - The CARES Act is not expected to have a material impact on the condensed consolidated financial statements, but the company filed for a **$1.9 million refund** of previously paid alternative minimum taxes[199](index=199&type=chunk)[201](index=201&type=chunk) - The opening deferred tax liability for the Nova Cold acquisition was reduced by **$7.5 million** in Q2 2020, resulting in a **$34.5 million liability** as of June 30, 2020[203](index=203&type=chunk) [13. Variable Interest Entities](index=51&type=section&id=13.%20Variable%20Interest%20Entities) Americold assumed a New Market Tax Credit (NMTC) financing arrangement in May 2019, which is structured to monetize state and federal tax credits for a cold storage warehouse The company determined it is the primary beneficiary of the associated Variable Interest Entity (VIE) and has consolidated it As of June 30, 2020, the deferred contribution liability related to this arrangement was $4.8 million - The company assumed a New Market Tax Credit (NMTC) financing arrangement in May 2019, which monetizes state and federal tax credits for a cold storage warehouse[206](index=206&type=chunk) - Americold is the **primary beneficiary** of the associated Variable Interest Entity (VIE) and has consolidated it, with a deferred contribution liability of **$4.8 million** as of June 30, 2020[210](index=210&type=chunk)[212](index=212&type=chunk) [14. Employee Benefit Plans](index=53&type=section&id=14.%20Employee%20Benefit%20Plans) Net pension benefit cost for the six months ended June 30, 2020, was $298,000, a decrease from $1.03 million in the prior year, primarily due to lower expected return on plan assets and amortization of net loss The company expects to contribute $2.5 million to all plans in 2020, with $1.2 million already contributed Americold also contributes to multi-employer plans and recognized a withdrawal liability of $13.7 million (undiscounted) in 2017 for exiting a significantly underfunded fund, which is being repaid over 30 years Net Pension Benefit Cost | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Net pension benefit cost | $298 | $1,034 | -71.2% | - The company expects to contribute an aggregate of **$2.5 million** to all plans in 2020, with **$1.2 million** contributed through June 30, 2020[222](index=222&type=chunk) - In 2017, Americold recognized an estimated **$13.7 million (undiscounted) multi-employer pension plan withdrawal liability**, being repaid in interest-free monthly installments over **30 years**[224](index=224&type=chunk) [15. Commitments and Contingencies](index=56&type=section&id=15.%20Commitments%20and%20Contingencies) Details letters of credit, surety bonds, collective bargaining agreements, and ongoing legal proceedings Commitments | Commitment | June 30, 2020 (in millions) | December 31, 2019 (in millions) | | :--------- | :-------------------------- | :------------------------------ | | Letters of Credit | $22.8 | $23.0 | | Surety Bonds | $9.0 | $4.3 | - Approximately **48%** of the company's labor force is covered by collective bargaining agreements, with **less than 8%** set to expire by December 31, 2020[228](index=228&type=chunk) - The company is involved in significant legal proceedings, including the Kansas Breach of Settlement Agreement Litigation, Preferred Freezer Services, LLC Litigation, and an Employment Putative Class Action (preliminarily settled for **$2.5 million**)[237](index=237&type=chunk)[244](index=244&type=chunk)[246](index=246&type=chunk) Management believes these will not have a **material adverse impact**[246](index=246&type=chunk) [16. Accumulated Other Comprehensive Loss](index=60&type=section&id=16.%20Accumulated%20Other%20Comprehensive%20Loss) Accumulated other comprehensive loss increased to $36.0 million at June 30, 2020, from $17.0 million at June 30, 2019 This change was primarily driven by a significant unrealized loss on foreign currency translation of $15.2 million for the six months ended June 30, 2020, and unrealized losses on cash flow hedge derivatives Accumulated Other Comprehensive Loss | Metric | June 30, 2020 (in thousands) | June 30, 2019 (in thousands) | Change (YoY) | | :----- | :--------------------------- | :--------------------------- | :----------- | | Accumulated other comprehensive loss | $(36,043) | $(16,977) | +112.3% | | Net gain (loss) on foreign currency translation (6 months) | $(15,210) | $(1,036) | +1368.1% | | Net loss on designated derivatives (6 months) | $(4,380) | $(3,985) | +9.9% | [17. Segment Information](index=62&type=section&id=17.%20Segment%20Information) Provides financial data for Warehouse, Third-party managed, Transportation, and Other segments, highlighting revenue and contribution - Americold's reportable segments are Warehouse, Third-party managed, Transportation, and Other (Quarry, which was sold on **July 1, 2020**)[255](index=255&type=chunk)[259](index=259&type=chunk) Segment Revenues and Contribution (NOI) | Segment | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :------ | :---------------------------------------- | :---------------------------------------- | :----------- | | **Revenues:** | | | | | Warehouse | $753,479 | $627,846 | +20.0% | | Third-party managed | $137,875 | $125,651 | +9.7% | | Transportation | $70,778 | $73,588 | -3.8% | | Other | $4,459 | $4,454 | +0.1% | | **Total Revenues** | **$966,591** | **$831,539** | **+16.2%** | | **Contribution (NOI):** | | | | | Warehouse | $246,905 | $204,636 | +20.7% | | Third-party managed | $7,068 | $6,063 | +16.6% | | Transportation | $9,577 | $8,562 | +11.9% | | Other | $190 | $536 | -64.6% | | **Total Segment Contribution** | **$263,740** | **$219,797** | **+19.9%** | Segment Assets | Segment Assets | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | Change (YoY) | | :------------- | :--------------------------- | :------------------------------- | :----------- | | Warehouse | $3,992,807 | $3,684,391 | +8.4% | | Managed | $43,759 | $47,867 | -8.6% | | Transportation | $43,165 | $50,666 | -14.8% | | Other | $10,129 | $13,467 | -24.8% | | **Total Segment Assets** | **$4,089,860** | **$3,796,391** | **+7.7%** | [18. Earnings per Common Share](index=68&type=section&id=18.%20Earnings%20per%20Common%20Share) Basic weighted-average common shares outstanding increased to 201.3 million for the six months ended June 30, 2020, from 165.9 million in the prior year, while diluted shares increased to 204.6 million from 169.3 million This increase is primarily due to share issuances from equity offerings and share-based awards Weighted Average Common Shares Outstanding | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Weighted average common shares outstanding – basic | 201,294 | 165,869 | +21.4% | | Weighted average common shares outstanding – diluted | 204,587 | 169,305 | +20.8% | [19. Revenue from Contracts with Customers](index=69&type=section&id=19.%20Revenue%20from%20Contracts%20with%20Customers) Details revenue growth from customer contracts, particularly in warehouse rent and services, and remaining performance obligations Revenues from Contracts with All Customers | Revenue Category | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :--------------- | :---------------------------------------- | :---------------------------------------- | :----------- | | Warehouse rent and storage | $314,571 | $257,580 | +22.1% | | Warehouse services | $427,505 | $359,449 | +18.9% | | Third-party managed | $137,875 | $125,633 | +9.7% | | Transportation | $70,778 | $73,588 | -3.8% | | Other | $4,448 | $4,433 | +0.3% | | **Total revenues from contracts with all customers** | **$966,591** | **$831,539** | **+16.2%** | - As of June 30, 2020, the company had **$593.4 million of remaining unsatisfied performance obligations** from non-cancellable contracts, with **14%** expected to be recognized in 2020 and the remaining **86%** over a weighted average period of **15.2 years** through 2038[283](index=283&type=chunk) [20. Subsequent Events](index=69&type=section&id=20.%20Subsequent%20Events) On July 1, 2020, Americold completed the sale of its quarry business, which resulted in an impairment charge of $3.7 million recorded during the three months ended June 30, 2020, as the sales price was below its carrying value - The company completed the sale of its quarry business on **July 1, 2020**[288](index=288&type=chunk) - An impairment charge of **$3.7 million** was recorded during the three months ended June 30, 2020, due to the sales price being below the quarry assets' carrying value[288](index=288&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=70&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Analyzes Americold's financial condition, operational results, and liquidity, considering acquisitions, COVID-19, and strategic shifts [MANAGEMENT'S OVERVIEW](index=70&type=section&id=MANAGEMENT'S%20OVERVIEW) Provides an executive summary of Americold's business, global network, and segment operations - Americold Realty Trust is the **world's largest publicly traded REIT** focused on temperature-controlled warehouses[291](index=291&type=chunk) - As of June 30, 2020, the company operated a global network of **183 temperature-controlled warehouses** (161 in US, 6 in Australia, 7 in New Zealand, 2 in Argentina, 7 in Canada) and held a minority interest in **20 Brazilian warehouses**[291](index=291&type=chunk) - The company's primary business segments are Warehouse, Third-party managed, and Transportation The "Other" segment, which included a limestone quarry, was sold on **July 1, 2020**[291](index=291&type=chunk)[298](index=298&type=chunk) [Key Factors Affecting Our Business and Financial Results](index=72&type=section&id=Key%20Factors%20Affecting%20Our%20Business%20and%20Financial%20Results) Discusses recent acquisitions, the impact of COVID-19, and foreign currency translation on financial performance - Recent acquisitions include Nova Cold (**CAD $337.4 million**), Newport Cold (**$56.1 million**) in 2020, and PortFresh (**$35.2 million**), Cloverleaf (**$1.24 billion**), Lanier (**$81.9 million**), MHW (**$50.8 million**) in 2019, expanding the company's global network[304](index=304&type=chunk)[305](index=305&type=chunk)[306](index=306&type=chunk)[308](index=308&type=chunk)[309](index=309&type=chunk)[310](index=310&type=chunk) - The COVID-19 pandemic has caused economic disruptions and increased **labor and health/safety costs**, but Americold's "essential business" status has allowed operations to continue without significant disruption thus far The future impact remains **highly uncertain**[313](index=313&type=chunk)[314](index=314&type=chunk)[59](index=59&type=chunk)[60](index=60&type=chunk) - Foreign currency translation, particularly the **strengthening U.S. dollar** against the Australian dollar, New Zealand dollar, and Argentinian peso, had an **unfavorable impact** on reported revenues and expenses from international operations[316](index=316&type=chunk)[349](index=349&type=chunk)[406](index=406&type=chunk) [Focus on Our Operational Effectiveness and Cost Structure](index=75&type=section&id=Focus%20on%20Our%20Operational%20Effectiveness%20and%20Cost%20Structure) Outlines strategies for streamlining operations, reducing costs, and active portfolio management - The company focuses on streamlining business processes and reducing costs through initiatives like **centralizing operations, standardizing processes, and integrating new IT tools**[321](index=321&type=chunk) - Investments in **energy efficiency projects** (e.g., LED lighting, thermal energy storage, motion-sensor technology) aim to reduce kilowatt-hour consumption and energy spend[321](index=321&type=chunk) - Active portfolio management includes evaluating and exiting less strategic or profitable markets/business lines, such as the sale of certain warehouse assets, leased facilities, managed warehouse agreements, and the quarry business[322](index=322&type=chunk) [Strategic Shift within Our Transportation Segment](index=75&type=section&id=Strategic%20Shift%20within%20Our%20Transportation%20Segment) Describes the strategic pivot in the transportation segment towards higher-margin, value-added services - The transportation segment is strategically shifting focus from commoditized, low-margin services to more **profitable, value-added programs** like multi-vendor consolidation services[323](index=323&type=chunk) - This strategy aims to improve efficiency, reduce transportation and logistics costs for warehouse customers, and drive **increased client retention and high occupancy levels** in temperature-controlled warehouses[323](index=323&type=chunk) [Historically Significant Customer](index=75&type=section&id=Historically%20Significant%20Customer) Identifies a major customer contributing over 10% of total revenues, primarily in the managed segment - One customer accounted for **over 10% of total revenues** for the three and six months ended June 30, 2020 and 2019[324](index=324&type=chunk) Sales to Historically Significant Customer | Metric | 3 Months Ended June 30, 2020 (in millions) | 3 Months Ended June 30, 2019 (in millions) | 6 Months Ended June 30, 2020 (in millions) | 6 Months Ended June 30, 2019 (in millions) | | :----- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Sales to this customer | $64.4 | $49.8 | $120.0 | $103.6 | | Reimbursements for expenses | $59.8 | $45.9 | $110.8 | $95.9 | - The substantial majority of this customer's business relates to the **third-party managed segment**, where reimbursements for expenses are generally offset by corresponding costs, thus **not significantly affecting financial results**[324](index=324&type=chunk)[325](index=325&type=chunk) [Economic Occupancy of our Warehouses](index=76&type=section&id=Economic%20Occupancy%20of%20our%20Warehouses) Explains economic occupancy as a key metric, including physically occupied and contractually committed pallets - Economic occupancy is defined as the aggregate number of physically occupied pallets and any additional pallets otherwise **contractually committed** for a given period[327](index=327&type=chunk)[361](index=361&type=chunk)[418](index=418&type=chunk) - The company actively seeks contracts with **fixed storage commitments** to mitigate the impact of seasonality and other factors on physical occupancy, which is an important driver of financial results[327](index=327&type=chunk) [Throughput at our Warehouses](index=76&type=section&id=Throughput%20at%20our%20Warehouses) Defines throughput as pallet volume, a key driver of warehouse services revenues - Throughput, the volume of pallets entering and exiting warehouses, is a key factor impacting **warehouse services revenues**[328](index=328&type=chunk) - Higher throughput drives warehouse services revenues, and its levels are influenced by food manufacturers' production and shifts in consumer demand[328](index=328&type=chunk) [How We Assess the Performance of Our Business](index=76&type=section&id=How%20We%20Assess%20the%20Performance%20of%20Our%20Business) Details key performance indicators like segment contribution (NOI) and same store analysis - Business performance is evaluated using '**segment contribution (NOI)**' (revenues less cost of operations, excluding depreciation, impairment, SG&A, and acquisition/litigation/other expenses) and '**segment contribution (NOI) margin**'[329](index=329&type=chunk)[330](index=330&type=chunk) - The Warehouse segment's performance is further analyzed by '**rent and storage contribution (NOI)**' and '**warehouse services contribution (NOI)**'[331](index=331&type=chunk) - A '**same store**' analysis, defined annually, includes properties owned or leased for the entirety of two comparable periods with at least twelve months of consecutive normalized operations, adjusted for **constant currency** to eliminate portfolio composition and currency fluctuation effects[334](index=334&type=chunk)[336](index=336&type=chunk) [RESULTS OF OPERATIONS](index=79&type=section&id=RESULTS%20OF%20OPERATIONS) Presents a detailed comparison of financial results for the three and six months ended June 30, 2020 and 2019 [Comparison of Results for the Three Months Ended June 30, 2020 and 2019](index=79&type=section&id=Comparison%20of%20Results%20for%20the%20Three%20Months%20Ended%20June%2030,%202020%20and%202019) Compares Q2 2020 and Q2 2019 results, highlighting revenue and contribution growth across segments, influenced by acquisitions and COVID-19 Segment Performance (3 Months) | Metric | 3 Months Ended June 30, 2020 (in thousands) | 3 Months Ended June 30, 2019 (in thousands) | Change (YoY) | Change (Constant Currency) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | :------------------------- | | Total warehouse segment revenues | $372,411 | $338,231 | +10.1% | +12.0% | | Warehouse segment contribution (NOI) | $120,132 | $113,817 | +5.5% | +7.5% | | Third-party managed revenues | $72,954 | $61,515 | +18.6% | +19.3% | | Third-party managed segment contribution (NOI) | $3,299 | $2,804 | +17.7% | +22.1% | | Transportation revenues | $34,861 | $36,492 | -4.5% | -2.5% | | Transportation segment contribution (NOI) | $4,772 | $4,206 | +13.5% | +14.4% | | Quarry revenues | $2,296 | $2,222 | +3.3% | N/A | | Quarry segment contribution (NOI) | $135 | $292 | -53.8% | N/A | - Warehouse segment revenue growth was driven by acquisitions (approx. **$32.6 million**), contractual rate escalations, and growth in fixed commitment storage contracts, partially offset by a slowdown in activity post-Q1 COVID-19 surge and declines in protein commodities[347](index=347&type=chunk)[349](index=349&type=chunk) - Warehouse segment costs increased due to acquisitions (approx. **$21.4 million**), a **$4.3 million appreciation bonus** to front-line associates, and incremental COVID-19 expenses (**$1.3 million sanitation, $0.4 million PPE**)[350](index=350&type=chunk) - Same store economic occupancy increased by **270 basis points to 78.9%**, driven by fixed storage contracts, while physical occupancy decreased by **132 basis points** due to lower protein occupancy from COVID-19 impacts[363](index=363&type=chunk) [Comparison of Results for the Six Months Ended June 30, 2020 and 2019](index=89&type=section&id=Comparison%20of%20Results%20for%20the%20Six%20Months%20Ended%20June%2030,%202020%20and%202019) Compares H1 2020 and H1 2019 results, showing strong revenue and contribution growth, driven by acquisitions and COVID-19 demand Segment Performance (6 Months) | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | Change (Constant Currency) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | :------------------------- | | Total warehouse segment revenues | $753,479 | $627,846 | +20.0% | +22.3% | | Warehouse segment contribution (NOI) | $246,905 | $204,636 | +20.7% | +22.8% | | Third-party managed revenues | $137,875 | $125,651 | +9.7% | +10.3% | | Third-party managed segment contribution (NOI) | $7,068 | $6,063 | +16.6% | +17.4% | | Transportation revenues | $70,778 | $73,588 | -3.8% | -1.6% | | Transportation segment contribution (NOI) | $9,577 | $8,562 | +11.9% | +13.9% | | Quarry revenues | $4,459 | $4,454 | +0.1% | N/A | | Quarry segment contribution (NOI) | $190 | $536 | -64.6% | N/A | - Warehouse segment revenue growth was driven by acquisitions (approx. **$110.0 million**), higher than seasonal grocery demand due to COVID-19, and increased storage revenue from the food services sector due to stay-at-home orders[404](index=404&type=chunk)[405](index=405&type=chunk)[406](index=406&type=chunk) - Warehouse segment costs increased due to acquisitions (approx. **$69.5 million**), COVID-19 response efforts (labor, sanitation, PPE), and a **$4.3 million front-line appreciation bonus**[407](index=407&type=chunk) - Same store economic occupancy increased by **308 basis points to 80.4%**, driven by fixed storage contracts and higher average physical occupancy (up **8 basis points to 73.3%**)[420](index=420&type=chunk) [Non-GAAP Financial Measures](index=100&type=section&id=Non-GAAP%20Financial%20Measures) Presents and reconciles non-GAAP financial measures used to assess business performance - The company uses **FFO, Core FFO, Adjusted FFO, EBITDAre, and Core EBITDA** as supplemental non-GAAP financial measures[461](index=461&type=chunk) Non-GAAP Financial Measures | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | NAREIT Funds from operations (FFO) | $108,997 | $64,730 | +68.4% | | Core FFO applicable to common shareholders | $115,168 | $96,017 | +19.9% | | Adjusted FFO applicable to common shareholders | $128,254 | $102,369 | +25.3% | | NAREIT EBITDAre | $187,298 | $117,292 | +59.7% | | Core EBITDA | $204,622 | $164,673 | +24.2% | [LIQUIDITY AND CAPITAL RESOURCES](index=104&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) Discusses funding sources, capital expenditures, debt compliance, and overall financial flexibility - Primary funding sources include current cash balances, cash flows from operations, the 2018 forward sale agreement, the ATM Equity Program, and other debt/equity financings[472](index=472&type=chunk) - The company expects funding sources to be **adequate for short-term and long-term liquidity requirements**, including operating activities, capital expenditures, debt service, and quarterly shareholder distributions[473](index=473&type=chunk)[474](index=474&type=chunk) Cash Flow Activities | Cash Flow Activity | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----------------- | :---------------------------------------- | :---------------------------------------- | :----------- | | Net cash provided by operating activities | $163,980 | $79,835 | +105.4% | | Net cash used in investing activities | $(443,025) | $(1,454,794) | -69.5% | | Net cash provided by financing activities | $374,312 | $1,488,022 | -74.8% | - The company maintains **investment-grade credit ratings** (BBB stable from Fitch and DBRS Morningstar, Baa3 stable from Moody's) and was in **compliance with all debt covenants** as of June 30, 2020[517](index=517&type=chunk)[515](index=515&type=chunk) Capital Expenditures | Capital Expenditure Type | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----------------------- | :---------------------------------------- | :---------------------------------------- | :----------- | | Maintenance capital expenditures | $27,723 | $16,221 | +71.0% | | Repair and maintenance expenses | $29,343 | $27,910 | +5.1% | | Growth and expansion capital expenditures | $433,427 | $1,437,746 | -69.8% | [CRITICAL ACCOUNTING POLICIES UPDATE](index=116&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20UPDATE) Refers to Note 2 for updates on critical accounting policies - This section refers to **Note 2** of the condensed consolidated financial statements for updates on critical accounting policies[543](index=543&type=chunk) [NEW ACCOUNTING PRONOUNCEMENTS](index=116&type=section&id=NEW%20ACCOUNTING%20PRONOUNCEMENTS) Refers to Note 2 for information on new accounting pronouncements - This section refers to **Note 2** of the condensed consolidated financial statements for information on new accounting pronouncements[544](index=544&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=117&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Americold is exposed to interest rate risk on its variable-rate debt and foreign currency risk from international operations As of June 30, 2020, the company had $425 million USD-denominated and CAD $250 million variable-rate debt, with $325 million USD-denominated debt hedged by interest rate swaps A 100 basis point increase in market interest rates would increase interest expense by $2.8 million, while a 100 basis point decrease would increase it by $0.7 million due to a LIBOR floor on one swap Foreign currency risk exposure remained consistent with prior disclosures - As of June 30, 2020, the company had **$425 million USD-denominated** and **CAD $250 million variable-rate debt**[547](index=547&type=chunk) - **$325 million of USD-denominated variable-rate debt** is hedged by interest rate swaps, effectively locking the LIBOR rate for portions at **2.48% and 1.30%**[547](index=547&type=chunk) - A **100 basis point increase** in market interest rates would increase interest expense by approximately **$2.8 million**, while a **100 basis point decrease** would increase it by **$0.7 million** due to a LIBOR floor on one swap[548](index=548&type=chunk) - Foreign currency risk exposure at June 30, 2020, was **not materially different** from prior disclosures[549](index=549&type=chunk) [Item 4. Controls and Procedures](index=117&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2020 There were no material changes in internal control over financial reporting identified during the quarter - The company's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were **effective** as of June 30, 2020[550](index=550&type=chunk) - **No material changes** in internal control over financial reporting were identified during the quarter ended June 30, 2020[554](index=554&type=chunk) [PART II - OTHER INFORMATION](index=119&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) Contains additional disclosures not covered in the financial information section [Item 1. Legal Proceedings](index=119&type=section&id=Item%201.%20Legal%20Proceedings) The company is party to various legal proceedings in the ordinary course of business, but management believes no current litigation or threatened proceedings would have a material impact on its business, financial condition, results of operations, or cash flows Further details are provided in Note 15 to the financial statements - The company is involved in various legal proceedings arising in the ordinary course of business[556](index=556&type=chunk) - Management believes no current or threatened litigation would have a **material impact** on the company's business, financial condition, liquidity, results of operations, or prospects[556](index=556&type=chunk) [Item 1A. Risk Factors](index=119&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K for December 31, 2019, and the Quarterly Report on Form 10-Q for March 31, 2020 - **No material changes** in risk factors from those previously disclosed in the Annual Report on Form 10-K for December 31, 2019, and the Quarterly Report on Form 10-Q for March 31, 2020[558](index=558&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=119&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This item reports no unregistered sales of equity securities or use of proceeds [Item 3. Defaults Upon Senior Securities](index=119&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item reports no defaults upon senior securities [Item 4. Mine Safety Disclosures](index=119&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Information on mine safety violations and regulatory matters is included in Exhibit 95.1 - Information concerning mine safety violations and other regulatory matters is included in **Exhibit 95.1**[560](index=560&type=chunk) [Item 5. Other Information](index=119&type=section&id=Item%205.%20Other%20Information) This item reports no other information [Item 6. Exhibits](index=120&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications, mine safety disclosures, and XBRL interactive data files - The exhibits include certifications (CEO, CFO), mine safety disclosures, and XBRL interactive data files for the financial statements[563](index=563&type=chunk) [SIGNATURES](index=121&type=section&id=SIGNATURES) Formal declaration by the company's authorized officer, affirming the report's accuracy and completeness - The report is signed by **Marc Smernoff, Chief Financial Officer and Executive Vice President**, on behalf of Americold Realty Trust[566](index=566&type=chunk)[567](index=567&type=chunk)

Operations and Acquisitions - As of March 31, 2020, the company operated 183 temperature-controlled warehouses globally, encompassing over 1 billion cubic feet, with 161 in the United States[270] - The company completed the acquisition of Cloverleaf for approximately $1.24 billion on May 1, 2019, adding 22 facilities across nine states to its operations[285] - The company completed the acquisition of Nova Cold for CAD 337.3 million (USD 259.5 million) on January 2, 2020, which included four temperature-controlled facilities[289] - The company has a minority interest in a Brazil joint venture that operates 19 temperature-controlled warehouses[270] - The company exited less strategic markets, including the sale of certain warehouse assets and the exit of the China joint venture, as part of its portfolio management strategy[301] Financial Performance - The company reported revenues from its warehouse segment primarily from rent, storage, and warehouse services fees, which are key drivers of financial performance[271] - Warehouse segment revenues for Q1 2020 were $381.1 million, an increase of $91.5 million or 31.6% compared to Q1 2019[325] - On a constant currency basis, warehouse segment revenues increased to $386.2 million, a rise of $96.6 million or 33.4% year-over-year[325] - The increase in revenues was driven by the acquisition of 31 facilities and higher grocery demand due to the COVID-19 pandemic[325] - Warehouse segment contribution (NOI) increased by $36.0 million or 39.6% to $126.8 million compared to Q1 2019[329] Costs and Expenses - Labor is the largest component of the cost of operations in the warehouse segment, influenced by headcount, compensation levels, and workplace safety programs[272] - Warehouse segment cost of operations was $254.3 million for Q1 2020, up $55.5 million or 27.9% from Q1 2019[328] - On a constant currency basis, the cost of operations rose to $258.3 million, an increase of $59.5 million or 29.9% year-over-year[328] - Corporate-level selling, general, and administrative expenses were $36.9 million for Q1 2020, an increase of $5.8 million, or 18.6%, compared to Q1 2019, partly due to the Cloverleaf Acquisition[362] Cash Flow and Financing - Net cash provided by operating activities increased by $28.6 million, or 53.9%, to $81.6 million for the three months ended March 31, 2020, compared to $53.0 million in 2019[448] - Net cash used in investing activities was $359.2 million for the three months ended March 31, 2020, significantly higher than $58.7 million in 2019, primarily due to $315.6 million related to acquisitions[449] - Net cash provided by financing activities was $315.1 million for the three months ended March 31, 2020, compared to net cash used of $29.1 million in 2019, driven by $233.6 million from an equity forward contract and $177.1 million from refinancing[450] Market and Economic Conditions - The company closely monitors the impact of the COVID-19 pandemic on its operations, although it did not incur significant disruptions during the three months ended March 31, 2020[292] - The COVID-19 pandemic has not significantly disrupted the company during the three months ended March 31, 2020, but future impacts remain uncertain[389] Debt and Liquidity - Total outstanding indebtedness as of March 31, 2020, was $1.83 billion, an increase from $1.71 billion as of December 31, 2019[403] - The company refinanced its existing credit facilities, entering into a new $800 million Senior Unsecured Revolving Credit Facility and a Senior Unsecured Term Loan A Facility[405] - The effective interest rate for total debt was 4.30% as of March 31, 2020, down from 4.57% as of December 31, 2019[403] - The company expects to fund its working capital and capital commitments through current cash balances, cash flows from operations, and other financing methods[387] Performance Metrics - The average economic occupancy of the company's warehouses is a key driver of financial results, with a focus on fixed storage commitments to mitigate seasonal impacts[305] - Economic occupancy at same stores increased to 81.8% for the three months ended March 31, 2020, up 337 basis points from 78.4% in the same period of 2019[340] - Same store revenues for Q1 2020 totaled $291.9 million, a 5.0% increase from $278.1 million in Q1 2019[333] Other Financial Metrics - Net income for the three months ended March 31, 2020, was $23,511, compared to a loss of $4,629 in 2019[379] - NAREIT Funds from Operations (FFO) for the same period was $56,891, up from $31,018 in 2019, representing an increase of 83.3%[379] - EBITDAre for the three months ended March 31, 2020, was $97,040, compared to $48,146 in 2019, indicating a significant increase of 101.5%[384]

Acquisitions and Investments - The company completed the acquisition of Cloverleaf Cold Storage for approximately $1.24 billion and Lanier Cold Storage for approximately $81.9 million on May 1, 2019[28]. - The acquisition of PortFresh Holdings was completed for a purchase price of approximately $35.2 million on February 1, 2019[28]. - The company acquired Nova Cold Logistics for CAD $336.8 million, which closed on January 2, 2020[30]. - The company has made significant investments in its business over the last several years to drive financial results and expand its warehouse portfolio[34]. - The company reported net proceeds of approximately $493.6 million from its initial public offering on January 23, 2018[31]. Operational Strategies - The company aims to enhance operating and financial results through proactive asset management and operational optimization strategies[34]. - The company has transitioned a significant portion of its rent and storage revenues from an as-utilized basis to a fixed storage commitment basis, enhancing commercial advantages for both the company and its customers[36]. - The company aims to expand its market share in temperature-sensitive products beyond food, including pharmaceuticals and chemicals, leveraging its warehousing capabilities[40]. - The company operates through three primary segments: warehouse, third-party managed, and transportation, focusing on temperature-controlled storage and logistics[43]. - The company employs energy-efficient technologies in its warehouses, such as LED lighting and real-time monitoring, to enhance operational efficiency[42]. Customer Relationships and Market Position - The company serves approximately 2,500 customers, with its 25 largest customers generating 60% of warehouse segment revenues, reflecting stable cash flows[50]. - The average length of relationships with the 25 largest customers in the warehouse segment exceeds 34 years[50]. - The company anticipates continued outsourcing of temperature-controlled warehousing by food producers and retailers, capitalizing on its extensive network and long-standing relationships[38]. - The company's warehouse portfolio is well-positioned to benefit from e-commerce growth, serving as a bridge between food producers and fulfillment centers[39]. - The company is strategically positioned to benefit from increased outsourcing by global food producers and retailers, capitalizing on the trend of third-party warehousing[38]. Competitive Landscape - The competitive landscape includes major players like Lineage Logistics and United States Cold Storage, with the company focusing on service quality and integrated logistics management as competitive advantages[56]. - The company operates in a highly fragmented industry, particularly in the U.S., with numerous local and regional competitors[56]. - The company’s operations in Australia and New Zealand face competition from Emergent Cold Storage and NewCold Advanced Cold Logistics, with Emergent Cold being the largest public warehouse operator in New Zealand[58][59]. Regulatory and Compliance Issues - The company is subject to a wide range of environmental laws and regulations, which could materially and adversely affect its business and financial condition[65]. - Compliance with food safety regulations, including the Food Safety Modernization Act, is critical and requires the establishment of a food safety system[67]. - The company’s warehouses are subject to compliance with federal food safety regulations, including the Food Safety Modernization Act, which requires a food safety system and regular audits[67][68]. Workforce and Labor Relations - As of December 31, 2019, the company employed approximately 12,600 people, with 49% represented by local labor unions[61]. - In 2019, the company successfully negotiated and renewed 21 collective bargaining agreements, with two awaiting ratification[61]. - The company expects to engage in negotiations for an additional 19 agreements covering 26 operating locations worldwide in 2020[62]. Risk Factors - The company faces various risks including economic conditions, customer contract defaults, and increased operating costs that could impact future performance[21]. - The company faces various risks, including economic conditions, customer defaults, and compliance with regulations, which could adversely affect its financial performance[21]. Insurance and Liability - The company carries comprehensive insurance coverage, including general liability and business interruption, which is deemed adequate for its properties[72]. - The company is self-insured for workers' compensation and health insurance under a large-deductible program[73]. - The company does not carry insurance for generally uninsured losses such as riots or war but includes coverage for acts of terrorism[74].

Financial Performance - Total revenues for the nine months ended September 30, 2019, increased to $1,297.7 million, up from $1,187.8 million in the same period of 2018, representing an increase of approximately 9.2%[29] - Operating income for the nine months ended September 30, 2019, was $84.9 million, a decrease from $128.8 million in the same period of 2018, reflecting a decline of approximately 34.1%[29] - Net income attributable to common shares for the nine months ended September 30, 2019, was $27.1 million, compared to $43.5 million in the same period of 2018, indicating a decrease of approximately 37.7%[30] - Net income for the three months ended September 30, 2019, was $30,201, compared to $27,091 for the same period in 2018, representing an increase of 7.8%[32] - Total comprehensive income for the three months ended September 30, 2019, was $20,285, down from $22,287 in 2018, reflecting a decrease of 9.0%[32] Shareholder Information - Weighted average common shares outstanding increased to 192.3 million for the nine months ended September 30, 2019, compared to 138.4 million in the same period of 2018, reflecting an increase of approximately 39%[30] - The company reported a net income per common share of $0.14 for the nine months ended September 30, 2019, down from $0.31 in the same period of 2018, a decrease of approximately 54.8%[30] - Distributions declared per common share of beneficial interest increased to $0.2017 for the three months ended September 30, 2019, compared to $0.1929 in 2018[38] Expenses and Liabilities - Operating expenses for the nine months ended September 30, 2019, totaled $1,212.8 million, compared to $1,059.0 million in the same period of 2018, representing an increase of approximately 14.5%[29] - The total liabilities and shareholders' equity as of the reporting date was $4,142.2 million, up from $2,532.4 million in the previous year, indicating a significant increase of approximately 63.6%[26] - The company’s total liabilities as of September 30, 2019, were $2,303,612,000, compared to $1,825,673,000 in 2018, marking an increase of 26.1%[46] Cash Flow and Investments - Net cash provided by operating activities increased to $151,921,000 in 2019 from $125,160,000 in 2018, representing a growth of 21.4%[40] - The company reported a net cash used in investing activities of $1,488,932,000 for the nine months ended September 30, 2019, compared to $77,594,000 in 2018[40] - Cash and cash equivalents at the end of the period were $316,988,000, an increase from $265,255,000 in 2018, reflecting a growth of 19.5%[41] Acquisitions and Growth - The company is focused on integrating recent acquisitions, including Cloverleaf Cold Storage and Lanier Cold Storage, to realize intended synergies[20] - The total consideration for business combinations was $1,325,433,000, reflecting significant investment in growth[44] - The company acquired Cloverleaf Cold Storage for approximately $1.24 billion, funded by proceeds from the April 2019 equity offering and its revolving credit facility[83] - The company completed the acquisition of Lanier for total cash consideration of $82.6 million, with preliminary assets valued at $84.8 million and liabilities at $2.2 million[128] Debt and Financing - Total indebtedness of the Operating Partnership as of September 30, 2019, was $1.696 billion, net of unamortized deferred financing costs[159] - The Company issued $350 million in Series C senior unsecured notes with a coupon of 4.10%, due January 8, 2030, to repay indebtedness from acquisitions[168] - The Company increased its 2018 Senior Unsecured Revolving Credit Facility borrowing capacity from $450 million to $800 million and reduced interest rate margins from 2.35% to 1.45%[160] Accounting and Compliance - The company has adopted several new accounting standards effective January 1, 2019, including lease accounting and improvements to nonemployee share-based payment accounting, which did not have a material impact on its consolidated financial statements[109][115] - The Company is required to distribute at least 90% of its REIT taxable income to shareholders to comply with IRS regulations[209] Risks and Future Outlook - The company highlighted risks related to potential bankruptcy or insolvency of customers, which could impact revenue stability[20] - Forward-looking statements indicate expectations for continued expansion and development opportunities, with targeted returns on invested capital[23]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Maryland (Americold Realty Trust) 93-0295215 Delaware (Americold Realty Operating Partnership, L.P.) 01-0958815 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number) Atlanta, Georgia 30328 (Address of principal executive offices) (Zip Code) FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 20 ...

Financial Position - Total assets increased to $2,587,729,000 as of March 31, 2019, compared to $2,532,428,000 on December 31, 2018, reflecting a growth of approximately 2.2%[27] - Total liabilities rose to $1,907,252,000 as of March 31, 2019, up from $1,825,673,000 at the end of 2018, indicating an increase of about 4.5%[27] - Shareholders' equity decreased to $680,477,000 from $706,755,000, reflecting a decline of approximately 3.7%[28] - The accumulated deficit increased to $(673,297,000) from $(638,345,000), indicating a rise of approximately 5.5%[28] - The company has a total of 149,132,808 common shares issued and outstanding as of March 31, 2019, compared to 148,234,959 shares at the end of 2018[28] Cash Flow - Cash and cash equivalents decreased to $172,838,000 from $208,078,000, representing a decline of approximately 17%[27] - Net cash provided by operating activities increased to $53,012 thousand, up from $50,247 thousand, reflecting a 3.5% growth[40] - Net cash used in investing activities increased to $(58,705) thousand from $(27,919) thousand, showing a significant increase in investment outflows[40] - The end cash balance decreased to $179,650,000 in 2019 from $213,262,000 in 2018, a decline of 15.8%[57] Revenue and Income - Total revenues for Q1 2019 were $393,079,000, a slight increase from $391,141,000 in Q1 2018, representing a growth of 0.5%[31] - Operating income decreased significantly to $16,417,000 in Q1 2019 from $35,932,000 in Q1 2018, a decline of 54.4%[31] - Net loss attributable to common shares was $4,629,000 in Q1 2019, compared to a net loss of $10,457,000 in Q1 2018, showing an improvement of 55.7%[31] - The company reported total operating expenses of $376,662,000 in Q1 2019, up from $355,209,000 in Q1 2018, an increase of 6.0%[31] Stock and Equity - The weighted average common shares outstanding increased to 149,404,000 in Q1 2019 from 124,433,000 in Q1 2018, reflecting a growth of 20.0%[32] - The company declared distributions per common share of beneficial interest at $0.2024 in Q1 2019, up from $0.1504 in Q1 2018, an increase of 34.5%[38] - Total distributions paid for the three months ended March 31, 2019, amounted to $28.1 million, compared to $30.2 million for the same period in 2018, reflecting a decrease of approximately 7%[177] Expenses and Charges - The company incurred acquisition, litigation, and other expenses totaling $8,493,000 in Q1 2019, significantly higher than $3,841,000 in Q1 2018, an increase of 121.0%[31] - Share-based compensation expense rose to $2,640 thousand, up from $1,918 thousand, marking a 37.6% increase[40] - The company incurred total acquisition, litigation, and other charges of $8.5 million for the three months ended March 31, 2019, compared to $3.8 million for the same period in 2018[114] Debt and Financing - As of March 31, 2019, the total outstanding indebtedness of the operating partnership was $1,363.3 million, with a carrying amount of $1,350.1 million net of unamortized and debt discount[123] - The company has $200 million in Senior Unsecured 4.68% Notes due 2026 and $400 million in Senior Unsecured 4.86% Notes due 2029, with interest payments starting July 8, 2019[131] - The Company maintained a debt service coverage ratio of 1.72x, exceeding the required minimum of 1.10x[137] - The Company’s financial covenants include a minimum fixed charge coverage ratio of greater than or equal to 1.50 to 1.00, which was met as of March 31, 2019[135] Pension and Benefits - The net pension benefit cost for the three months ended March 31, 2019, was $518,000[212] - The company expects to contribute a total of $2.5 million to all pension plans in 2019[215] - The interest cost component of the net periodic benefit cost was $354,000, up from $300,000, indicating an 18% increase[214] - The total net periodic benefit cost components are reported within sales, general, and administration expenses[214]

Financial Performance and Offerings - The company completed an initial public offering on January 23, 2018, issuing 33,350,000 common shares and generating net proceeds of approximately $493.6 million after deducting costs[26][27]. - The follow-on public offering on September 18, 2018, involved 4,000,000 common shares at a price of $24.50 per share, resulting in net proceeds of approximately $92.5 million[28]. - The company is strategically positioned as the first publicly traded REIT in the temperature-controlled warehouse industry, providing greater access to capital markets for expansion and acquisition opportunities[34]. Warehouse Operations and Strategy - The company aims to enhance operating and financial results by optimizing occupancy and executing cost containment strategies, which are expected to drive financial performance and expand the warehouse portfolio[31]. - The company has transitioned a significant portion of its revenue from an as-utilized basis to fixed storage commitments, which is believed to provide commercial advantages[33]. - The company considers its temperature-controlled warehouses as "mission-critical" real estate, essential for maintaining the integrity of the cold chain supply[24]. - The company believes that ownership of its warehouses provides cost of capital advantages and enhances its ability to attract and retain customers[25]. - The company is focused on expanding its portfolio of temperature-controlled warehouses, leveraging its scalable technology and access to capital markets[34]. - The company emphasizes the importance of strategic locations for its warehouses to optimize distribution networks and reduce operational costs[24]. - The company is committed to increasing committed revenue in its warehouse segment through fixed storage commitments with customers[33]. - The company anticipates continued outsourcing of temperature-controlled warehousing by global food producers, distributors, retailers, and e-tailers, capitalizing on its extensive network of high-quality warehouses[35]. - The company serves approximately 2,400 customers, with the top 25 customers generating 63%, 61%, and 61% of total warehouse segment revenues over the last three years[47]. - The company has modernized many warehouses to reduce power costs and improve energy efficiency, utilizing technologies such as LED lighting and real-time energy monitoring[39]. - The company operates through three primary segments: warehouse, third-party managed, and transportation, with the warehouse segment being the core business[40][41]. - The company has a weighted average relationship length of over 33 years with its 25 largest customers, indicating strong customer retention[47]. - The company’s warehouses typically experience peak occupancy and revenue between mid-September and early December due to seasonal demand[50]. - The company is well-positioned to benefit from e-commerce growth by providing attractive storage solutions for the growing e-tailer segment[36]. - The company has the flexibility to store non-temperature-sensitive goods, enhancing its service offerings[37]. - The company is expanding its market share in temperature-sensitive products beyond food, including pharmaceuticals and chemicals, leveraging its warehousing capabilities[37]. Competition and Market Landscape - The company faces competition from numerous operators in the temperature-controlled warehouse industry, with significant players including Lineage Logistics and Preferred Freezer Services[52]. - The competitive landscape includes numerous fragmented operators in the temperature-controlled warehouse industry, with key competitors identified in the U.S., Australia, New Zealand, and Argentina[52][53][55]. Regulatory Compliance and Risks - The Food Safety Modernization Act (FSMA) has expanded the FDA's authority, requiring food facilities to establish a food safety system, including hazard analysis and risk-based preventive controls[63]. - Non-compliance with food safety regulations could adversely affect the company's financial condition and liquidity, impacting funds available for shareholder distribution[64]. - The company is subject to OSHA regulations, which require a safe working environment, and non-compliance could lead to substantial penalties and liabilities[65]. - International facilities must comply with various local laws, and failure to do so could materially affect the company's financial condition and operations[67]. - The company is subject to various environmental laws and regulations, which could lead to increased capital and operating costs if compliance is not met[61]. - Compliance with food safety regulations is mandatory, with the FDA requiring registration of all warehouses storing food[62]. Insurance and Risk Management - The company carries comprehensive insurance coverage, including general liability and business interruption, with costs passed to customers as part of storage and handling rates[68]. - The company is self-insured for workers' compensation and health insurance under a large-deductible program, with potential material adverse effects if losses exceed reserves[69]. - The company carries comprehensive insurance coverage, including for cybersecurity incidents, but does not insure against generally uninsured losses like riots or war[70]. Workforce and Labor Relations - The company employs approximately 11,000 people, with 56% represented by local labor unions, and has successfully negotiated 55 collective bargaining agreements since 2016[57]. - The company successfully negotiated 55 collective bargaining agreements since January 1, 2016, without any work stoppages[57]. - In 2019, the company plans to negotiate an additional 12 agreements covering 29 operating locations worldwide[58].