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].