000145586312-312024Q1falsehttp://fasb.org/us-gaap/2023#OtherAssetshttp://fasb.org/us-gaap/2023#OtherAssetshttp://fasb.org/us-gaap/2023#Liabilitieshttp://fasb.org/us-gaap/2023#Liabilitieshttp://fasb.org/us-gaap/2023#OtherAssetshttp://fasb.org/us-gaap/2023#OtherAssetshttp://fasb.org/us-gaap/2023#Revenueshttp://fasb.org/us-gaap/2023#Revenuesxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:pureiso4217:CADiso4217:AUDiso4217:GBPiso4217:EURiso4217:NZDart:instrumentart:segment00014558632024-01-012024-03-3100014558632024-05-070001455863us-gaap:LandMember2024-03-310001455863us-gaap:LandMember2023-12-310001455863us-gaap:BuildingAndBuildingImprovementsMember2024-03-310001455863us-gaap:BuildingAndBuildingImprovementsMember2023-12-310001455863us-gaap:MachineryAndEquipmentMember2024-03-310001455863us-gaap:MachineryAndEquipmentMember2023-12-310001455863us-gaap:AssetUnderConstructionMember2024-03-310001455863us-gaap:AssetUnderConstructionMember2023-12-3100014558632024-03-3100014558632023-12-310001455863us-gaap:CommonStockMember2024-03-310001455863us-gaap:CommonStockMember2023-12-310001455863art:WarehouseSegmentMemberus-gaap:OperatingSegmentsMember2024-01-012024-03-310001455863art:WarehouseSegmentMemberus-gaap:OperatingSegmentsMember2023-01-012023-03-310001455863art:TransportationSegmentMemberus-gaap:OperatingSegmentsMember2024-01-012024-03-310001455863art:TransportationSegmentMemberus-gaap:OperatingSegmentsMember2023-01-012023-03-310001455863us-gaap:OperatingSegmentsMemberart:ThirdPartyManagedSegmentMember2024-01-012024-03-310001455863us-gaap:OperatingSegmentsMemberart:ThirdPartyManagedSegmentMember2023-01-012023-03-310001455863us-gaap:OperatingSegmentsMember2024-01-012024-03-310001455863us-gaap:OperatingSegmentsMember2023-01-012023-03-310001455863art:WarehouseSegmentMember2024-01-012024-03-310001455863art:WarehouseSegmentMember2023-01-012023-03-310001455863art:TransportationSegmentMember2024-01-012024-03-310001455863art:TransportationSegmentMember2023-01-012023-03-310001455863art:ThirdPartyManagedSegmentMember2024-01-012024-03-310001455863art:ThirdPartyManagedSegmentMember2023-01-012023-03-3100014558632023-01-012023-03-310001455863us-gaap:NoncontrollingInterestMember2024-01-012024-03-310001455863us-gaap:AdditionalPaidInCapitalMember2023-12-310001455863us-gaap:RetainedEarningsMember2023-12-310001455863us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001455863us-gaap:NoncontrollingInterestMember2023-12-310001455863us-gaap:RetainedEarningsMember2024-01-012024-03-310001455863us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001455863us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001455863us-gaap:CommonStockMember2024-01-012024-03-310001455863us-gaap:AdditionalPaidInCapitalMember2024-03-310001455863us-gaap:RetainedEarningsMember2024-03-310001455863us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001455863us-gaap:NoncontrollingInterestMember2024-03-310001455863us-gaap:CommonStockMember2022-12-310001455863us-gaap:AdditionalPaidInCapitalMember2022-12-310001455863us-gaap:RetainedEarningsMember2022-12-310001455863us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001455863us-gaap:NoncontrollingInterestMember2022-12-3100014558632022-12-310001455863us-gaap:RetainedEarningsMember2023-01-012023-03-310001455863us-gaap:NoncontrollingInterestMember2023-01-012023-03-310001455863us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-03-310001455863us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001455863us-gaap:CommonStockMember2023-01-012023-03-310001455863us-gaap:CommonStockMember2023-03-310001455863us-gaap:AdditionalPaidInCapitalMember2023-03-310001455863us-gaap:RetainedEarningsMember2023-03-310001455863us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310001455863us-gaap:NoncontrollingInterestMember2023-03-3100014558632023-03-310001455863art:AgroAcquisitionMember2023-05-012023-05-3100014558632023-03-170001455863art:TwentyTwentyThreeAtTheMarketOfferingMember2023-03-170001455863us-gaap:CommonStockMember2023-08-012023-08-3100014558632023-08-012023-08-310001455863art:TwentyTwentyThreeAtTheMarketOfferingMember2023-11-090001455863art:SeniorUnsecuredNotesMemberus-gaap:SeniorNotesMember2024-03-310001455863art:SeniorUnsecuredNotesMemberus-gaap:SeniorNotesMember2023-12-310001455863art:A20222020SeniorUnsecuredTermLoanAMemberus-gaap:MediumTermNotesMember2024-03-310001455863art:A20222020SeniorUnsecuredTermLoanAMemberus-gaap:MediumTermNotesMember2023-12-310001455863us-gaap:LineOfCreditMemberart:A20222020SeniorUnsecuredRevolvingCreditFacilityMember2024-03-310001455863us-gaap:LineOfCreditMemberart:A20222020SeniorUnsecuredRevolvingCreditFacilityMember2023-12-310001455863art:MortgagesSeniorNotesandMediumTermNotesMember2024-03-310001455863art:MortgagesSeniorNotesandMediumTermNotesMember2023-12-310001455863us-gaap:SeniorNotesMemberart:SeniorUnsecuredSeriesANotesDue2026Member2024-03-310001455863us-gaap:SeniorNotesMemberart:SeniorUnsecuredSeriesANotesDue2026Member2023-12-310001455863art:SeniorUnsecuredSeriesANotesDue2029Memberus-gaap:SeniorNotesMember2024-03-310001455863art:SeniorUnsecuredSeriesANotesDue2029Memberus-gaap:SeniorNotesMember2023-12-310001455863art:SeniorUnsecuredSeriesCNotesDue2030Memberus-gaap:SeniorNotesMember2024-03-310001455863art:SeniorUnsecuredSeriesCNotesDue2030Memberus-gaap:SeniorNotesMember2023-12-310001455863art:SeniorUnsecuredSeriesDNotesDue2031Memberus-gaap:SeniorNotesMember2024-03-310001455863art:SeniorUnsecuredSeriesDNotesDue2031Memberus-gaap:SeniorNotesMember2023-12-310001455863art:SeniorUnsecuredSeriesENotesDue2033Memberus-gaap:SeniorNotesMember2024-03-310001455863art:SeniorUnsecuredSeriesENotesDue2033Memberus-gaap:SeniorNotesMember2023-12-310001455863art:A20222020SeniorUnsecuredTermLoanA1Memberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberus-gaap:MediumTermNotesMember2024-03-310001455863art:A20222020SeniorUnsecuredTermLoanA1Memberus-gaap:MediumTermNotesMember2024-03-310001455863art:A20222020SeniorUnsecuredTermLoanA1Membercurrency:USDus-gaap:MediumTermNotesMember2024-03-310001455863art:A20222020SeniorUnsecuredTermLoanA1Memberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberus-gaap:MediumTermNotesMember2023-12-310001455863art:A20222020SeniorUnsecuredTermLoanA1Memberus-gaap:MediumTermNotesMember2023-12-310001455863art:A20222020SeniorUnsecuredTermLoanA1Membercurrency:USDus-gaap:MediumTermNotesMember2023-12-310001455863art:CanadianDollarOfferedRateMemberart:A20222020SeniorUnsecuredTermLoanA2Memberus-gaap:MediumTermNotesMember2024-03-310001455863art:A20222020SeniorUnsecuredTermLoanA2Memberus-gaap:MediumTermNotesMember2024-03-310001455863currency:CADart:A20222020SeniorUnsecuredTermLoanA2Memberus-gaap:MediumTermNotesMember2024-03-310001455863art:CanadianDollarOfferedRateMemberart:A20222020SeniorUnsecuredTermLoanA2Memberus-gaap:MediumTermNotesMember2023-12-310001455863art:A20222020SeniorUnsecuredTermLoanA2Memberus-gaap:MediumTermNotesMember2023-12-310001455863currency:CADart:A20222020SeniorUnsecuredTermLoanA2Memberus-gaap:MediumTermNotesMember2023-12-310001455863art:A20222020SeniorUnsecuredTermLoanA3Memberart:DelayedDrawFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2024-03-310001455863art:A20222020SeniorUnsecuredTermLoanA3Memberart:DelayedDrawFacilityMember2024-03-310001455863art:A20222020SeniorUnsecuredTermLoanA3Memberart:DelayedDrawFacilityMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2023-12-310001455863art:A20222020SeniorUnsecuredTermLoanA3Memberart:DelayedDrawFacilityMember2023-12-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche3Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberart:SecuredOvernightFinancingAdjustmentRateMember2024-01-012024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche3Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche3Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembercurrency:USD2024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche3Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberart:SecuredOvernightFinancingAdjustmentRateMember2023-01-012023-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche3Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-12-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche3Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembercurrency:USD2023-12-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche4Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberart:BankBillSwapRateMember2024-01-012024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche4Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche4Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembercurrency:AUD2024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche4Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberart:BankBillSwapRateMember2023-01-012023-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche4Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-12-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche4Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembercurrency:AUD2023-12-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche2Memberart:AdjustedSterlingOvernightInterbankAverageRateMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2024-01-012024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche2Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche2Membercurrency:GBPus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche2Memberart:AdjustedSterlingOvernightInterbankAverageRateMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-01-012023-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche2Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-12-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche2Membercurrency:GBPus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-12-310001455863art:CanadianDollarOfferedRateMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberart:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche1Member2024-01-012024-03-310001455863us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberart:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche1Member2024-03-310001455863us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberart:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche1Membercurrency:CAD2024-03-310001455863us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberart:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche1Member2023-12-310001455863us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberart:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche1Membercurrency:CAD2023-12-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche5Memberart:EuroInterbankOfferedRateMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2024-01-012024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche5Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche5Membercurrency:EURus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche5Memberart:EuroInterbankOfferedRateMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-01-012023-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche5Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-12-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche5Membercurrency:EURus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-12-310001455863art:BankBillReferenceRateMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberart:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche6Member2024-01-012024-03-310001455863us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2024-03-310001455863us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembercurrency:NZD2024-03-310001455863art:BankBillReferenceRateMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMemberart:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche6Member2023-01-012023-03-310001455863us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2023-12-310001455863us-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembercurrency:NZD2023-12-310001455863us-gaap:RevolvingCreditFacilityMember2024-03-310001455863us-gaap:RevolvingCreditFacilityMember2023-12-310001455863art:A20222020SeniorUnsecuredTermLoanA1Memberart:SecuredOvernightFinancingAdjustmentRateMemberus-gaap:MediumTermNotesMember2024-01-012024-03-310001455863art:A20222020SeniorUnsecuredRevolvingCreditFacilitiesTranche2Memberart:AdjustedSterlingOvernightInterbankAverageRateMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2024-01-012024-03-310001455863us-gaap:SeniorNotesMemberart:SeriesDAndSeriesENotesMember2024-03-310001455863us-gaap:SeniorNotesMemberart:SeriesDAndSeriesENotesMember2023-12-310001455863us-gaap:InterestRateSwapMemberart:InterestRateSwapAgreement1MaturingJuly302027Memberus-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001455863us-gaap:InterestRateSwapMemberart:InterestRateSwapAgreement2MaturingJuly302027Memberus-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001455863us-gaap:InterestRateSwapMemberart:InterestRateSwapAgreement1MaturingDecember312027Memberus-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001455863us-gaap:InterestRateSwapMemberart:InterestRateSwapAgreement2MaturingDecember312027Memberus-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001455863us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001455863us-gaap:InterestRateSwapMemberart:InterestRateSwapAgreement1MaturingJuly302027Memberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001455863us-gaap:InterestRateSwapMemberart:InterestRateSwapAgreement2MaturingJuly302027Memberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001455863us-gaap:InterestRateSwapMemberart:InterestRateSwapAgreement1MaturingDecember312027Memberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001455863us-gaap:InterestRateSwapMemberart:InterestRateSwapAgreement2MaturingDecember312027Memberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001455863us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001455863art:IntercompanyLoanPayableMemberus-gaap:ForeignExchangeForwardMemberart:AustralianIntercompanyLoanMember2024-03-310001455863art:IntercompanyLoanPayableMemberus-gaap:ForeignExchangeForwardMemberart:AustralianIntercompanyLoanMember2023-12-310001455863us-gaap:ForeignExchangeForwardMember2023-01-012023-12-310001455863us-gaap:InterestExpenseMember2023-01-012023-12-310001455863us-gaap:InterestRateSwapMemberart:TwentyTwentySeniorUnsecuredRevolvingCreditFacilitiesTranche1Memberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2024-01-012024-03-310001455863us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001455863us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001455863us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001455863us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignExchangeContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001455863us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001455863us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001455863us-gaap:InterestExpenseMemberus-gaap:InterestRateContractMember2024-01-012024-03-310001455863us-gaap:InterestExpenseMemberus-gaap:InterestRateContractMember2023-01-012023-03-310001455863us-gaap:InterestRateContractMemberart:GainLossOnExtinguishmentOfDebtAndTerminationOfDerivativesMember2024-01-012024-03-310001455863us-gaap:InterestRateContractMemberart:GainLossOnExtinguishmentOfDebtAndTerminationOfDerivativesMember2023-01-012023-03-310001455863us-gaap:ForeignCurrencyGainLossMemberus-gaap:ForeignExchangeContractMember2024-01-012024-03-310001455863us-gaap:ForeignCurrencyGainLossMemberus-gaap:ForeignExchangeContractMember2023-01-012023-03-310001455863us-gaap:InterestExpenseMemberus-gaap:ForeignExchangeContractMember2024-01-012024-03-310001455863us-gaap:InterestExpenseMemberus-gaap:ForeignExchangeContractMember2023-01-012023-03-3100014558632020-01-012020-12-310001455863art:TwentyTwentySeniorUnsecuredRevolvingCreditFacilitiesMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2020-01-012020-12-310001455863art:TwentyTwentySeniorUnsecuredRevolvingCreditFacilitiesMemberus-gaap:LineOfCreditMemberus-gaap:RevolvingCreditFacilityMember2020-12-310001455863us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001455863us-gaap:FairValueInputsLevel2Memberus-gaap:CrossCurrencyInterestRateContractMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001455863us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2024-03-310001455863us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2023-12-310001455863art:PreferredFreezerServicesLLCMember2020-02-182020-02-180001455863us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-310001455863us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2022-12-310001455863us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2024-01-012024-03-310001455863us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2023-01-012023-03-310001455863us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-03-310001455863us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-03-310001455863us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001455863us-gaap:AccumulatedTranslationAdjustmentMember2022-12-310001455863us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-03-310001455863us-gaap:AccumulatedTranslationAdjustmentMember2023-01-012023-03-310001455863us-gaap:AccumulatedTranslationAdjustmentMember2024-03-310001455863us-gaap:AccumulatedTranslationAdjustmentMember2023-03-310001455863art:AccumulatedGainLossHedgeParentMember2023-12-310001455863art:AccumulatedGainLossHedgeParentMember2022-12-310001455863art:AccumulatedGainLossHedgeParentMember2024-01-012024-03-310001455863art:AccumulatedGainLossHedgeParentMember2023-01-012023-03-310001455863art:AccumulatedGainLossHedgeParentMember2024-03-310001455863art:AccumulatedGainLossHedgeParentMember2023-03-310001455863us-gaap:EmployeeStockOptionMember2024-01-012024-03-310001455863us-gaap:EmployeeStockOptionMember2023-01-012023-03-310001455863us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-03-310001455863us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-03-310001455863art:OPUnitsMember2024-01-012024-03-310001455863art:OPUnitsMember2023-01-012023-03-310001455863srt:NorthAmericaMemberart:WarehouseRentAndStorageMember2024-01-012024-03-310001455863art:WarehouseRentAndStorageMembersrt:EuropeMember2024-01-012024-03-310001455863art:WarehouseRentAndStorageMembersrt:AsiaPacificMember2024-01-012024-03-310001455863art:WarehouseRentAndStorageMembersrt:SouthAmericaMember2024-01-012024-03-310001455863art:WarehouseRentAndStorageMember2024-01-012024-03-310001455863srt:NorthAmericaMemberart:WarehouseServicesMember2024-01-012024-03-310001455863art:WarehouseServicesMembersrt:EuropeMember2024-01-012024-03-310001455863art:WarehouseServicesMembersrt:AsiaPacificMember2024-01-012024-03-310001455863srt:SouthAmericaMemberart:WarehouseServicesMember2024-01-012024-03-310001455863art:WarehouseServicesMember2024-01-012024-03-310001455863srt:NorthAmericaMemberart:TransportationMember2024-01-012024-03-310001455863art:TransportationMembersrt:EuropeMember2024-01-012024-03-310001455863art:TransportationMembersrt:AsiaPacificMember2024-01-012024-03-310001455863srt:SouthAmericaMemberart:TransportationMember2024-01-012024-03-310001455863art:TransportationMember2024-01-012024-03-310001455863srt:NorthAmericaMemberart:ThirdPartyManagedMember2024-01-012024-03-310001455863art:ThirdPartyManagedMembersrt:EuropeMember2024-01-012024-03-310001455863srt:AsiaPacificMemberart:ThirdPartyManagedMember2024-01-012024-03-310001455863srt:SouthAmericaMemberart:ThirdPartyManagedMember2024-01-012024-03-310001455863art:ThirdPartyManagedMember2024-01-012024-03-310001455863srt:NorthAmericaMember2024-01-012024-03-310001455863srt:EuropeMember2024-01-012024-03-310001455863srt:AsiaPacificMember2024-01-012024-03-310001455863srt:SouthAmericaMember2024-01-012024-03-310001455863srt:NorthAmericaMemberart:WarehouseRentAndStorageMember2023-01-012023-03-310001455863art:WarehouseRentAndStorageMembersrt:EuropeMember2023-01-012023-03-310001455863art:WarehouseRentAndStorageMembersrt:AsiaPacificMember2023-01-012023-03-310001455863art:WarehouseRentAndStorageMembersrt:SouthAmericaMember2023-01-012023-03-310001455863art:WarehouseRentAndStorageMember2023-01-012023-03-310001455863srt:NorthAmericaMemberart:WarehouseServicesMember2023-01-012023-03-310001455863art:WarehouseServicesMembersrt:EuropeMember2023-01-012023-03-310001455863art:WarehouseServicesMembersrt:AsiaPacificMember2023-01-012023-03-310001455863srt:SouthAmericaMemberart:WarehouseServicesMember2023-01-012023-03-310001455863art:WarehouseServicesMember2023-01-012023-03-310001455863srt:NorthAmericaMemberart:TransportationMember2023-01-012023-03-310001455863art:TransportationMembersrt:EuropeMember2023-01-012023-03-310001455863art:TransportationMembersrt:AsiaPacificMember2023-01-012023-03-310001455863srt:SouthAmericaMemberart:TransportationMember2023-01-012023-03-310001455863art:TransportationMember2023-01-012023-03-310001455863srt:NorthAmericaMemberart:ThirdPartyManagedMember2023-01-012023-03-310001455863art:ThirdPartyManagedMembersrt:EuropeMember2023-01-012023-03-310001455863srt:AsiaPacificMemberart:ThirdPartyManagedMember2023-01-012023-03-310001455863srt:SouthAmericaMemberart:ThirdPartyManagedMember2023-01-012023-03-310001455863art:ThirdPartyManagedMember2023-01-012023-03-310001455863srt:NorthAmericaMember2023-01-012023-03-310001455863srt:EuropeMember2023-01-012023-03-310001455863srt:AsiaPacificMember2023-01-012023-03-310001455863srt:SouthAmericaMember2023-01-012023-03-310001455863srt:MinimumMember2024-01-012024-03-310001455863srt:MaximumMember2024-01-012024-03-3100014558632024-04-012024-03-3100014558632024-05-012024-03-31

Commission File Number: 001-34723

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

•rising inflationary pressures, increased interest rates and operating costs;

•labor and power costs; labor shortages;

•our relationship with our associates, the occurrence of any work stoppages or any disputes under our collective bargaining agreements and employment related litigation;

•the impact of supply chain disruptions;

•risks related to rising construction costs;

•risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof;

•uncertainty of revenues, given the nature of our customer contracts;

•acquisition risks, including the failure to identify or complete attractive acquisitions or failure to realize the intended benefits from our recent acquisitions;

•difficulties in expanding our operations into new markets;

•uncertainties and risks related to public health crises;

•a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes, and those related to the cyber matter which occurred on April 26, 2023;

•risks related to implementation of the new ERP system, defaults or non-renewals of significant customer contracts;

•risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations;

•changes in applicable governmental regulations and tax legislation;

•risks related to current and potential international operations and properties;

•actions by our competitors and their increasing ability to compete with us;

•changes in foreign currency exchange rates;

•the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with our use of third-party trucking service providers to provide transportation services to our customers;

•liabilities as a result of our participation in multi-employer pension plans;

•risks related to the partial ownership of properties, including our JV investments;

•risks related to natural disasters;

•adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry;

•changes in real estate and zoning laws and increases in real property tax rates;

•general economic conditions;

•risks associated with the ownership of real estate generally and temperature-controlled warehouses in particular;

•possible environmental liabilities;

•uninsured losses or losses in excess of our insurance coverage;

•financial market fluctuations;

•our failure to obtain necessary outside financing on attractive terms, or at all;

•risks related to, or restrictions contained in, our debt financings;

•decreased storage rates or increased vacancy rates;

•the potential dilutive effect of our common stock offerings, including our ongoing at the market program;

•the cost and time requirements as a result of our operation as a publicly traded REIT; and

•our failure to maintain our status as a REIT.

    

Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
			Three Months Ended March 31,
			2024						2023
Revenues:
Rent, storage and warehouse services			$	597,710					$	595,052
Transportation services			56,853						68,078
Third-party managed services			10,417						13,359
Total revenues			664,980						676,489
Operating expenses:
Rent, storage and warehouse services cost of operations			400,579						420,225
Transportation services cost of operations			45,331						56,418
Third-party managed services cost of operations			8,234						12,280
Depreciation and amortization			92,095						85,024
Selling, general and administrative			65,426						62,855
Acquisition, cyber incident and other, net			14,998						7,147
(Gain) loss from sale of real estate			(3,514)						191
Total operating expenses			623,149						644,140
Operating income			41,831						32,349
Other (expense) income:
Interest expense			(33,430)						(34,423)
Loss on debt extinguishment and termination of derivative instruments			(5,182)						(545)
Loss from investments in partially owned entities			(949)						(648)
Other, net			9,526						1,433
Income (loss) from continuing operations before income taxes			11,796						(1,834)
Income tax (expense) benefit:
Current			(1,375)						(1,977)
Deferred			(619)						3,621
Total income tax (expense) benefit			(1,994)						1,644
Net income (loss) :
Income (loss) from continuing operations			9,802						(190)
Loss from discontinued operations, net of tax			—						(2,381)
Net income (loss)			$	9,802					$	(2,571)
Net income (loss) attributable to noncontrolling interests			62						(9)
Net income (loss) attributable to Americold Realty Trust, Inc.			$	9,740					$	(2,562)
Weighted average common stock outstanding – basic			284,644						270,230
Weighted average common stock outstanding – diluted			284,878						270,230
Net income per common share from continuing operations - basic			$	0.03					$	—
Net loss per common share from discontinued operations - basic			—						(0.01)
Basic income (loss) per share			$	0.03					$	(0.01)
Net income per common share from continuing operations - diluted			$	0.03					$	—
Net loss per common share from discontinued operations - diluted			—						(0.01)
Diluted income (loss) per share			$	0.03					$	(0.01)

Americold Realty Trust, Inc. together with its subsidiaries (“ART”, “Americold”, the “Company”, “us” or “we”) is a Maryland corporation that operates as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company is a global leader in temperature-controlled storage, logistics, real estate and value added services, focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. The Company is organized as a self-administered and self-managed REIT with proven operating, acquisition and development experience.

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These unaudited Condensed Consolidated Financial Statements do not include all disclosures associated with the Company’s Consolidated Annual Financial Statements included in its 2023 Annual Report on Form 10-K as filed with the SEC, and, accordingly, should be read in conjunction with the referenced annual report. In the opinion of management, the Condensed Consolidated Financial Statements reflect all adjustments (all of which are normal and recurring in nature) considered necessary for a fair presentation. The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries where the Company exerts control. Intercompany balances and transactions have been eliminated. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. Investments in which the Company does not have control, and is not the primary beneficiary of a Variable Interest Entity (“VIE”), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.

During May of 2023, the Company acquired Agrofundo Brazil II Fundode Investimento em Participações or the “Comfrio” joint venture (“JV”) for total consideration of $56.6 million. Upon acquisition, Comfrio JV met the held for sale criteria and as such qualified for presentation as a discontinued operation. The Company has reclassified the related financial results associated with the Comfrio business as discontinued operations for all periods presented. In August of 2023, the Company sold the assets and liabilities of Comfrio. The corresponding proceeds and gain related to the sale were insignificant.

The Company reclassified Multi-employer pension plan withdrawal liability and Pension and postretirement benefit liabilities into Other liabilities on the Condensed Consolidated Balance sheets for all periods presented.

Lastly, the Condensed Consolidated Statement of Cash Flows includes various reclassifications, all within cash provided by operating activities, to conform current and prior period presentation.

On March 17, 2023, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No. 333-270664 and 333-270664-01) (the “Registration Statement”), registering an indeterminate amount of (i) the Company’s common stock, $0.01 par value per share, (ii) the Company’s preferred stock, $0.01 par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common stock or preferred stock or depositary shares and (v) debt securities of the Operating Partnership, which may be fully and unconditionally guaranteed by the Company.

During the three months ended June 30, 2023, the Company acquired the outstanding majority interest of the Comfrio joint venture. Upon acquisition, the Company committed to a plan to sell Comfrio in its present condition and initiated a program to locate a buyer and complete the disposition. As Comfrio was a newly acquired business that met the held-for-sale criteria upon acquisition, the Company classified the associated assets acquired and liabilities assumed as held for sale and the operations as discontinued operations.

In August of 2023, the Company sold the assets and liabilities of Comfrio. The amount presented under “Net loss from discontinued operations” on the Condensed Consolidated Statement of Operations for the three months ended March 31, 2023, reflect our share of losses from the Comfrio joint venture prior to acquisition of the full portfolio. Refer to Note 3 - Debt of the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC for further details.

In March 2024, the Securities and Exchange Commission (the “SEC”) adopted the final rules that will require certain climate-related information in registration statements and annual reports. In April 2024, the SEC voluntarily stayed the new rules as a result of pending legal challenges. The new rules include a requirement to disclose material climate-related risks, descriptions of board oversight and risk management activities, the material impacts of these risks on a registrants’ strategy, business model and outlook, and any material climate-related targets or goals, as well as material effects of severe weather events and other natural conditions and greenhouse gas emissions. Prior to the stay in the new rules, they would have been effective for annual periods beginning January 1, 2025, except for the greenhouse gas emissions disclosure which would have been effective for annual periods beginning January 1, 2026. The Company is currently evaluating the impact of these rules on its disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements. ASU 2023-07 is effective retrospectively for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its disclosures.

All other new accounting pronouncements that have been issued, but not yet effective are currently being evaluated and at this time are not expected to have a material impact on our financial position or results of operations.

The components of the charges and credits included in “Acquisition, cyber incident and other, net” in our Condensed Consolidated Statements of Operations are as follows (in thousands):

Project Orion expenses represent the non-capitalizable portion of our Project Orion costs, which is an investment in and transformation of our technology systems, business processes and customer solutions. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system.

Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies in Europe and reduction in workforce costs associated with exiting or selling non-strategic warehouses or businesses.

Cyber incident related costs, net of insurance recoveries represents costs related to the cyber incident further described in Note 1 - General of the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC.

The following table reflects a summary of our outstanding indebtedness as of March 31, 2024 and December 31, 2023 (in thousands):

The following table provides the details of our Senior Unsecured Notes (in thousands):

The following table provides the details of our Senior Unsecured Term Loans (balances in thousands):

(1) S = one-month Adjusted Term SOFR; C = one-month CDOR. Tranche A-1 and Tranche A-3 SOFR includes an adjustment of 0.1%, in addition to the margin. While the above reflects the contractual rate, refer to the description below of the Senior Unsecured Credit Facility for details of the portion of these Term Loans that are hedged, therefore, at a fixed interest rate for the duration of the respective swap agreement. Refer to Note 4 - Derivative Financial Instruments for details of the related interest rate swaps.

The following table provides the details of our Senior Unsecured Revolving Credit Facility (in thousands):

(1) S = one-month Adjusted SOFR; C = one-month CDOR; E = Euro Interbank Offered Rate (EURIBOR); SONIA = Adjusted Sterling Overnight Interbank Average Rate; BBSW = Bank Bill Swap Rate; BKBM = Bank Bill Reference Rate. We have elected Daily SOFR for the entirety of our U.S. dollar denominated borrowings shown above, which includes an adjustment of 0.1%, in addition to the margin. Our British pound sterling borrowings bear interest tied to adjusted SONIA, which includes an adjustment of less than 0.1% in addition to our margin.

Refer to Note 9 - Segment Information of the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC for further details of our outstanding indebtedness. As of March 31, 2024, we were in compliance with all debt covenants.

On April 26, 2023, the Company became aware of a cybersecurity incident impacting a certain number of our systems and partially impacting operations for a limited period of time (the “Cyber incident”). The Company engaged an external cyber security expert to initiate responses to contain, remediate, and commence a forensic investigation.Technology information systems were reintroduced in a controlled phased approach and all locations successfully resumed normal operations prior to June 30, 2023. As a result of the Cyber incident, the Company has received claims for reimbursement from a number of customers pursuant to the terms of the contracts between each of those customers and the Company. As of March 31, 2024 the Company maintains an accrual of $5.2 million. This represents management’s best estimate of the amount of loss related to such claims based on its evaluation of the relevant contract terms and other relevant facts and circumstances.

In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reasonably estimated, then a loss is recorded.

In addition to the matters discussed below, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome of such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows.

On February 11, 2019, Preferred Freezer Services, LLC (“PFS”) moved by Order to Show Cause in the Supreme Court of the State of New York, New York County, asserting breach of contract and other claims against the Company and seeking to preliminarily enjoin the Company from acting to acquire certain properties leased by PFS. In its complaint and request for preliminary injunctive relief, PFS alleged that the Company breached a confidentiality agreement entered into in connection with the Company’s participation in a bidding process for the sale of PFS by contacting PFS’s landlords and by using confidential PFS information in bidding for the properties leased by PFS (the “PFS Action”).

PFS’s request for a preliminary injunction was denied after oral argument on February 26, 2019. On March 1, 2019, PFS filed an application for interim injunctive relief from the Appellate Division of the Supreme Court, First Judicial Department (“the First Department”).

On April 2, 2019, while its application to the First Department was pending, PFS voluntarily dismissed its state court action, and First Department application, and re-filed substantially the same claims against the Company in the U.S. District Court for the Southern District of New York. In addition to an order enjoining Americold from making offers to purchase the properties leased by PFS, PFS sought compensatory, consequential and/or punitive damages. The Company filed a motion to require PFS to reimburse the Company for its legal fees it incurred for the state court action before PFS is allowed to proceed in the federal court action. On February 18, 2020, the Court granted Americold’s request for an award of legal fees from PFS but declined to stay the case pending payment of that award. As to the amount of the award, the Company and PFS have entered into a stipulation that PFS will pay Americold $0.6 million to reimburse the Company for its legal fees upon conclusion of the case. PFS has since amended its complaint, and Americold filed a motion to dismiss that amended complaint.

On March 18, 2024, the Court granted the Company’s motion to dismiss. Specifically, the Court dismissed PFS’s federal trade secret claim for failure to state a claim. In the absence of a viable federal claim, the Court then declined to exercise supplemental jurisdiction over PFS’s remaining state-law claims, dismissing those without prejudice. The case against the Company in the Southern District of New York is now closed.

The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.

The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company had nominal environmental liabilities in “Accounts payable and accrued expenses” as of March 31, 2024 and December 31, 2023. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Future changes in applicable environmental laws or regulations, or in the interpretations of such laws and regulations, could negatively impact the Company. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There are no material unrecorded contingent liabilities as of March 31, 2024.

The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial, and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to employees who may be injured at our warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in substantial compliance with all OSHA regulations and that no material unrecorded contingent liabilities exist as of March 31, 2024 and December 31, 2023.

The Company reports activity in AOCI for foreign currency translation adjustments, including the translation adjustment for investments in partially owned entities, unrealized gains and losses on designated derivatives, and minimum pension liability adjustments (net of tax). The activity in AOCI for the three months ended March 31, 2024 and 2023 is as follows (in thousands):

(1)Amounts reclassified from AOCI for pension liabilities are recognized in “Selling, general, and administrative” in the accompanying Condensed Consolidated Statements of Operations.

Our principal operations are organized into three reportable segments: Warehouse, Transportation and Third-party managed. Our reportable segments are strategic business units separated by service offerings. Each reportable segment is managed separately and requires different operational and marketing strategies.

Our chief operating decision maker uses revenues and segment contribution to evaluate segment performance. We calculate segment contribution as earnings before interest expense, taxes, depreciation and amortization, and excluding corporate selling, general and administrative expense, acquisition, cyber incident and other expense, impairment of long-lived assets, gain or loss on sale of real estate and all components of non-operating other income and expense. Selling, general and administrative functions support all the business segments. Therefore, the related expense is not allocated to segments as the chief operating decision maker does not use it to evaluate segment performance.

Segment contribution is not a measurement of financial performance under U.S. GAAP, and may not be comparable to similarly titled measures of other companies. Therefore, segment contribution should not be considered an alternative to operating income determined in accordance with U.S. GAAP.

The following table presents segment revenues and contributions with a reconciliation to loss from continuing operations before income taxes for the three months ended March 31, 2024 and 2023 (in thousands):

Basic and diluted (loss)/earnings per common share are calculated by dividing the net income or loss attributable to common stockholders by the basic and diluted weighted-average number of common shares outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings per share because it distributes non-forfeitable dividend equivalents on restricted stock units and Operating Partnership units (“OP units”) granted to certain employees and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units and OP units are unvested.

A reconciliation of the basic and diluted weighted-average number of common shares outstanding for the three months ended March 31, 2024 and 2023 is as follows (in thousands):

For the three months ended March 31, 2024, potential common shares under the treasury stock method and the if-converted method were dilutive because the company reported a net profit for the period.

The table below presents the number of antidilutive potential common shares that are not considered in the calculation of diluted loss per share (in thousands):

The following tables represent a disaggregation of revenue from contracts with customers for the three months ended March 31, 2024 and 2023 within the segments and geographic region (in thousands):

(1)Revenues are within the scope of ASC 606, Revenue From Contracts with Customers. Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.

(2)Revenues are within the scope of ASC 842, Leases.

Substantially all our revenue for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts is recognized over time as the customer benefits equally throughout the period until the contractual term expires. Typically, revenue is recognized over time using an output measure (e.g. passage of time). Revenue is recognized at a point in time upon delivery when the customer typically obtains control, for most accessorial services, transportation services and reimbursed costs.

For arrangements containing non-cancellable contract terms, any variable consideration related to storage renewals or incremental handling charges above stated minimums are 100.0% constrained and not included in the aggregate amount of the transaction price allocated to the unsatisfied performance obligations disclosed below, given the degree in difficulty in estimation. Payment terms are generally 0-30 days upon billing, which is typically monthly, either in advance or subsequent to the performance of services. The same payment terms typically apply for arrangements containing variable consideration.

The Company has no material warranties or obligations for allowances, refunds or other similar obligations.

As of March 31, 2024, the Company had $1.4 billion of remaining unsatisfied performance obligations from contracts with customers subject to a non-cancellable term and within contracts that have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize approximately 16.0% of these remaining performance obligations as revenue in 2024, and the remaining 84.0% to be recognized over a weighted average period of 14.9 years through 2042.

The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenue (contract liabilities) on the accompanying Condensed Consolidated Balance Sheets. Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets. However, the Company may bill and receive advances or deposits from customers, particularly on storage and handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period.

Changes in the contract asset and liability balances during the three months ended March 31, 2024, were not materially impacted by any other factors.

Receivable balances related to contracts with customers accounted for under ASC 606 were $402.6 million and $420.2 million million as of March 31, 2024 and December 31, 2023, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842.

Balances in unearned revenue related to contracts with customers were $29.1 million and $28.4 million as of March 31, 2024 and December 31, 2023, respectively. Substantially all revenue that was included in the contract liability balances at the beginning of 2023 has been recognized as of March 31, 2024, and represents revenue from the satisfaction of monthly storage and handling services with average customer inventory turns of approximately 30 days.

We are a global leader in temperature-controlled storage, logistics, real estate and value added services, and are focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. Our self-administered and self-managed REIT operates 241 warehouses globally, totaling around 1.5 billion cubic feet, with 196 in North America, 25 in Europe, 18 in Asia-Pacific, and 2 in South America as of March 31, 2024.

Our business includes three primary business segments: warehouse, transportation and third-party managed, and we have minority interests in joint ventures, SuperFrio (operates 35 temperature-controlled warehouses in Brazil), and RSA JV (operates two temperature-controlled warehouses in Dubai).

Our ongoing initiatives, some of which are detailed below, focus on streamlining business operations and reducing costs. This includes i) centralizing processes; ii) implementing operational standards; iii) adopting new technology; iv) enhancing health and safety programs; v) leveraging our networks’ purchasing power; and vi) fully integrating acquired assets and businesses. Such realignments have allowed us to acquire new talent and strengthen our service offerings.

Additionally, as part of our initiatives to streamline our business processes and to reduce our cost structure, we have evaluated and exited less strategic and profitable markets or business lines, including the sale of certain warehouse assets, the exit of certain leased facilities, and the exit of certain managed warehouse agreements. Through our process of active portfolio management, we continue to evaluate our markets and offerings.

In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system. Since going public in 2018, we have acquired over 100 facilities, or approximately 40.0% of our total warehouse facility network. Project Orion will enable us to better integrate many of these recent acquisitions and position us well for the integration of future acquisitions. The primary goals of this project are to streamline standard processes, reduce manual work and incrementally improve our business analytics capabilities. Highlights of the project include implementing centralized customer billing operations, a global payroll and human capital management platform, next-generation warehouse maintenance capabilities, global procurement functionality and shared-service operations in certain international regions, among others. We expect the benefits of these initiatives to include revenue and margin improvements through pricing data and analytics and heightened customer contract governance, finance and human resources cost reductions, information technology applications and infrastructure rationalization, reduced employee turnover, working capital efficiency and reduced IT maintenance capital expenditures. The activities associated with Project Orion are expected to be substantially complete within three years. Since inception, the Company has incurred $84.1 million of implementation costs related to Project Orion of which $59.4 million has been deferred within Other Assets on the Condensed Consolidated Balance Sheet as of March 31, 2024.

For further information regarding Project Orion, refer to our Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K as filed with the SEC.

To reduce facility costs we have invested in energy efficiency projects, including LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives, third party efficiency reviews, real-time energy consumption monitoring, rapid open and close doors, and alternative-power generation technologies. We have also fine tuned our refrigeration systems, implemented energy management practices, and increased our participation in Power Demand Response programs with some of our power suppliers. These initiatives have allowed us to reduce our consumption of kilowatt hours and energy spend.

Lastly, we have implemented rainwater harvesting in certain locations to reduce water demand and wastewater treatment costs while managing stormwater runoff.

Refer to “Item 1A - Risk Factors” of our 2023 Annual Report on Form 10-K as filed with the SEC.

We specialize in providing services to businesses within the food industry whose businesses are often seasonal or cyclical. On average the first and second quarter segment contributions are relatively consistent. On a portfolio-wide basis, physical occupancy rates are generally the lowest during May and June and gradually increase thereafter, due to annual harvests and our customers’ focus on building inventories for end-of-year holidays, which generally peak between mid-September and early December. The external temperature reaches annual peaks for a majority of our portfolio during the third and fourth quarter of the year resulting in increased power expenses.

To manage earnings volatility due to seasonality, we have implemented fixed commitment contracts with certain customers. These fixed commitment contracts obligate our customers to pay for guaranteed warehouse space to maintain required inventory levels, particularly during peak occupancy periods. Our diverse customer base also mitigates the impact of seasonality as peak demand for various products occurs at different times of the year (for example, demand for ice cream is typically highest in the summer while demand for frozen turkeys usually peaks in the late fall). Additionally, our southern hemisphere operations in Australia, New Zealand and South America complement the growing and harvesting cycles in North America and Europe, further balancing seasonality’s impact on our operations.

Our consolidated revenues and expenses are impacted by foreign currency fluctuations, which can significantly affect our results. However, revenues and expenses from our international operations are typically denominated in the local currency of the country in which they are derived, which partially mitigates the impact of foreign currency fluctuations.

The following table shows a comparison of underlying spot and average exchange rates for the three month periods ending March 31, 2024 and 2023. Amounts presented in constant currency within our results of operations are calculated by applying the average foreign exchange rate from the comparable prior year period to actual local currency results in the current period. While constant currency metrics are a non-GAAP calculation and do not represent actual results, the comparison allows the reader to understand the impact of operations excluding changes in foreign exchange rates. We provide reconciliations of these measures in the discussions of our comparative results of operations below. Our discussion of the drivers of our performance below are based upon U.S. GAAP.

1Prior period exchange rates used to adjust current period operating results for constant currency metrics used herein.

We evaluate the performance of our primary business segments based on their NOI contribution to our overall results of operations which aligns with how our decision makers evaluate performance.

•Warehouse segment contribution NOI is calculated as warehouse segment revenues less its cost of operations (excluding any depreciation and amortization, impairment charges, corporate-level selling, general and administrative expenses and corporate-level acquisition, cyber incident and other, net).

•Warehouse rent and storage contribution NOI is calculated as warehouse rent and storage revenues less power and other facilities cost.

•Warehouse services operations NOI is calculated as warehouse services revenues less labor and other service costs.

•Contribution NOI margin for each of these operations is calculated as the applicable contribution (NOI) measure divided by the applicable revenue measure.

Segment NOI and NOI margin contribution metrics help investors understand revenue, costs, and earnings among service types. These NOI contribution measures are supplemental and are not measurements of financial performance under U.S. GAAP. We provide reconciliations of these measures in the results of operations sections below.

We believe that same store metrics are key performance indicators commonly used in the real estate industry. Evaluating the performance of our real estate portfolio on a same store basis allows investors to evaluate performance in a way that is consistent period to period. We define our “same store” population once annually at the beginning of the current calendar year. Our population includes properties owned or leased for the entirety of two comparable periods with at least twelve consecutive months of normalized operations prior to January 1 of the current calendar year. We define “normalized operations” as properties that have been open for operation or lease, after development or significant modification (e.g., expansion or rehabilitation subsequent to a natural disaster). Acquired properties are included in the “same store” population if owned by us as of the first business day of the prior calendar year (e.g. January 1, 2023) and are still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that were sold or entered development subsequent to the beginning of the current calendar year.

Beginning January of 2024, changes in ownership structure (e.g., purchase of a previously leased warehouse) will no longer result in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations. Additionally, management will begin to classify new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year. These changes reflect a better alignment of our disclosures with industry practices.

For all same store properties (as defined above), we calculate “same store contribution NOI”, “same store rent and storage contribution NOI”, “same store services contribution NOI”, and the related margins in the same manner as described above. To ensure comparability in our period-to-period operating results, we also calculate same store contribution NOI measures on a constant currency basis, removing the impact of foreign exchange rate fluctuations by using prior period exchange rates to translate current period results into US dollars. These metrics isolate the operating performance of a consistent set of properties and thus eliminates the effects of changes in portfolio composition and currency fluctuations.

The following table shows the number of same-store and non-same store warehouses in our portfolio as of March 31, 2024. The non-same store warehouse count in the table below includes the partial period impact of sites exited during the periods presented.

(1) The non-same store facility count of 10 consists of: five sites in the expansion and development phase, two facilities that we purchased in 2023, one facility that requires capital investment in anticipation of repurposing, one leased facility expiring during the second quarter of 2024 which we have already ramped down operations ahead of expiration, and one site in which we have ceased operations and intend to lease to a third party.

Same store financial metrics are not a measurement of financial performance under U.S. GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same store or calculate same store financial metrics in a manner consistent with our definitions and calculations. Same store financial measures should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.

We define average economic occupancy as the aggregate number of physically occupied pallets and contractually committed pallets for a given period, without duplication. We estimate the number of contractually committed pallet positions by subtracting the physical pallet positions from the contractually committed pallet positions specified in each customer’s contract.

Economic occupancy is a key driver of our financial results. Historically, providers of temperature-controlled warehouse space have offered storage services to customers on an as-utilized, on-demand basis. We now aim to establish contracts with fixed storage commitments for new customer relationships and transition existing customers to such contracts in conjunction with contract renewals or changes in customer profiles. This strategy mitigates the impact of seasonal changes on physical occupancy and ensures our customers have the necessary space to support their business needs.

The level and nature of throughput at our warehouses significantly impacts out warehouse services revenues. Throughput refers to the volume of pallets entering and exiting our warehouses, with higher levels of throughput driving warehouse services revenues as customers are typically billed based on throughput. The nature of throughput can be influenced by various factors including product turnover and shifts in consumer demand.

Food manufacturers’ production levels are influenced by market conditions, labor availability, supply chain dynamics and consumer preferences, which impact inbound pallets. Shifts in consumer demand may also impact outbound pallets.