Americold Realty Trust(US:COLD)2024-02-28 16:00Debt and Financing - As of December 31, 2023, the company had approximately $1.2 billion of variable-rate indebtedness and $1.8 billion of fixed-rate indebtedness outstanding[196]. - The company has converted $833.8 million of its variable-rate indebtedness to fixed-rate through interest rate swaps[200]. - Increases in interest rates could raise the company's debt payments, reducing cash flows and funds from operations[200]. - The company may face challenges in refinancing its indebtedness at maturity, which could lead to defaults and adverse financial consequences[198]. - The company has covenants in its existing and future indebtedness that may restrict operational flexibility and financial activities[202]. - Future capital raising efforts may dilute existing stockholders' equity and affect the market price of common stock[215]. - As of December 31, 2023, the company had $645.0 million of outstanding USD-denominated variable-rate debt and C$250.0 million of CAD-denominated variable-rate debt[458]. - A 100 basis point increase in market interest rates would result in an increase in interest expense of approximately $3.9 million[458]. REIT Compliance and Taxation - The company is required to distribute at least 90% of its REIT taxable income to qualify as a REIT, which may limit its ability to fund future capital needs[201]. - To maintain REIT status, the company must distribute at least 90% of its REIT taxable income annually[223]. - The company may face a 4% excise tax if it fails to meet distribution requirements[223]. - At least 75% of the value of the company's assets must consist of cash, government securities, and qualified real estate assets to qualify as a REIT[227]. - Failure to qualify as a REIT could result in significant tax liabilities, reducing cash available for investment or distribution to stockholders[222]. - If the Operating Partnership fails to qualify as a partnership for tax purposes, it could jeopardize the company's REIT status[238]. - The company must comply with REIT requirements, which may limit its ability to undertake certain investments or activities[226]. - The company may be subject to various taxes that could reduce funds available for distribution to stockholders[233]. - Future changes to U.S. federal income tax laws could adversely impact the company's business and financial results[230]. Shareholder and Governance - The current annualized distributions to stockholders are $0.88 per share, with potential risks of insufficient cash available for distribution[214]. - The board of directors has significant authority to make decisions without stockholder approval, which could impact stockholder interests[206]. - Ownership limitations in the company's articles of incorporation are designed to maintain REIT status and may hinder potential changes in control[209]. - As of December 31, 2023, there are 283,699,120 shares of common stock issued and outstanding[218]. - The company has filed a registration statement on Form S-8 covering common stock issuable under various equity incentive plans[219]. International Operations - Revenues from international operations for the year ended December 31, 2023, were $597.2 million, representing 22.3% of consolidated revenues[462]. - Net assets in international operations decreased from approximately $1.3 billion in 2022 to $1.1 billion in 2023[462]. - A 10% depreciation in the year-end functional currencies of international operations relative to the U.S. dollar would have resulted in a reduction in total equity of approximately $137.9 million[459]. - The company entered into cross-currency swaps to hedge cash flow variability from foreign currency changes on intercompany loans[464]. - The Agro acquisition involved €750 million in Senior Unsecured Notes, designated as a net investment hedge for European operations[465]. - The company drew £68.5 million from its Senior Unsecured Revolving Credit Facility to fund the Bowman acquisition, designated as a net investment hedge[468]. - During 2022 and 2023, the company funded various international capital requirements with borrowings from its Senior Unsecured Revolving Credit Facility, designated as a net investment hedge[471]. - The operating income of the Argentina subsidiary was less than 1.0% of consolidated operating income for the years ended December 31, 2023, and 2022[460].