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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to            ,
Commission File Number: 001-34723
AMERICOLD REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)
Maryland93-0295215
 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)
10 Glenlake Parkway,Suite 600, South Tower
AtlantaGeorgia30328
 (Address of principal executive offices)(Zip Code)
(678) 441-1400
(Registrant’s telephone number, including area code)
_________________________

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareCOLDNew York Stock Exchange (NYSE)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
ClassOutstanding at May 7, 2024
Common Stock, $0.01 par value per share284,040,294



Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YesxNo ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit such files).
YesxNo ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
xLarge accelerated filerAccelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes¨No ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934)
YesNo x




TABLE OF CONTENTS

Page
PART I - FINANCIAL INFORMATION 
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
SIGNATURES
1



PART I - FINANCIAL INFORMATION

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following:

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;
2



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.
    
The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in other sections of this Quarterly Report on Form 10-Q. Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements may contain such words. Examples of forward-looking statements included in this Quarterly Report on Form 10-Q include those regarding our 2024 outlook and our migration of our customers to fixed commitment storage contracts. We qualify any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and other reports filed with the Securities and Exchange Commission, could cause our actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future, except to the extent required by law.

As used in this report, unless the context otherwise requires, references to “we,” “us,” “our” and “the Company” refer to Americold Realty Trust, Inc., a Maryland corporation, and its consolidated subsidiaries, including Americold Realty Operating Partnership, L.P., a Delaware limited partnership and the subsidiary through which we conduct our business, which we refer to as “our Operating Partnership” or “the Operating Partnership,” and references to “common stock” refer to our common stock, $0.01 par value per share.

In addition, unless otherwise stated herein, when we refer to “cubic feet” in one of our temperature-controlled facilities, we refer to refrigerated cubic feet (as opposed to total cubic feet, refrigerated and otherwise) therein.

3



Item 1. Financial Statements
Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except shares and per share amounts)
March 31, 2024December 31, 2023
Assets
Property, buildings and equipment:
Land$813,243 $820,831 
Buildings and improvements4,444,068 4,464,359 
Machinery and equipment1,568,141 1,565,431 
Assets under construction476,421 452,312 
7,301,873 7,302,933 
Accumulated depreciation(2,259,390)(2,196,196)
Property, buildings and equipment – net5,042,483 5,106,737 
Operating leases – net238,065 247,302 
Financing leases – net100,997 105,164 
Cash, cash equivalents and restricted cash59,204 60,392 
Accounts receivable – net of allowance of $21,204 and $21,647 at March 31, 2024 and December 31, 2023, respectively
407,427 426,048 
Identifiable intangible assets – net884,521 897,414 
Goodwill790,568 794,004 
Investments in and advances to partially owned entities38,799 38,113 
Other assets226,113 194,078 
Total assets$7,788,177 $7,869,252 
Liabilities and equity
Liabilities:
Borrowings under revolving line of credit$455,919 $392,156 
Accounts payable and accrued expenses513,820 568,764 
Senior unsecured notes and term loans – net of deferred financing costs of $9,908 and $10,578, in the aggregate, at March 31, 2024 and December 31, 2023, respectively
2,578,992 2,601,122 
Sale-leaseback financing obligations143,825 161,937 
Financing lease obligations91,412 97,177 
Operating lease obligations231,921 240,251 
Unearned revenue29,089 28,379 
Deferred tax liability – net134,142 135,797 
Other liabilities7,653 9,082 
Total liabilities4,186,773 4,234,665 
Commitments and contingencies (Note 7 - Commitments and Contingencies)
Equity
Stockholders’ equity:
Common stock, $0.01 par value per share – 500,000,000 authorized shares; 284,034,111 and 283,699,120 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively
2,840 2,837 
Paid-in capital5,631,968 5,625,907 
Accumulated deficit and distributions in excess of net earnings(2,048,978)(1,995,975)
Accumulated other comprehensive income (loss)(4,534)(16,640)
Total stockholders’ equity3,581,296 3,616,129 
Noncontrolling interests:
Noncontrolling interests in Operating Partnership20,108 18,458 
Total equity3,601,404 3,634,587 
Total liabilities and equity$7,788,177 $7,869,252 
See accompanying notes to Condensed Consolidated Financial Statements.
4



Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
Three Months Ended March 31,
20242023
Revenues:
Rent, storage and warehouse services$597,710 $595,052 
Transportation services56,853 68,078 
Third-party managed services10,417 13,359 
Total revenues664,980 676,489 
Operating expenses:
Rent, storage and warehouse services cost of operations400,579 420,225 
Transportation services cost of operations45,331 56,418 
Third-party managed services cost of operations8,234 12,280 
Depreciation and amortization92,095 85,024 
Selling, general and administrative65,426 62,855 
Acquisition, cyber incident and other, net14,998 7,147 
(Gain) loss from sale of real estate(3,514)191 
Total operating expenses623,149 644,140 
Operating income41,831 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, net9,526 1,433 
Income (loss) from continuing operations before income taxes11,796 (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 operations9,802 (190)
Loss from discontinued operations, net of tax (2,381)
Net income (loss)$9,802 $(2,571)
Net income (loss) attributable to noncontrolling interests62 (9)
Net income (loss) attributable to Americold Realty Trust, Inc.$9,740 $(2,562)
Weighted average common stock outstanding – basic284,644 270,230 
Weighted average common stock outstanding – diluted284,878 270,230 
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)
See accompanying notes to Condensed Consolidated Financial Statements.
5



Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands)
Three Months Ended March 31,
20242023
Net income (loss)$9,802 $(2,571)
Other comprehensive income (loss) - net of tax:
Adjustment to accrued pension liability(13)698 
Change in unrealized net (loss) gain on foreign currency(581)179 
Unrealized gain (loss) on cash flow hedges12,700 (12,564)
Other comprehensive income (loss) income - net of tax attributable to Americold Realty Trust, Inc.12,106 (11,687)
Other comprehensive income (loss) attributable to noncontrolling interests51 (35)
Total comprehensive income (loss)$21,959 $(14,293)
See accompanying notes to Condensed Consolidated Financial Statements.


6



Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Equity (Unaudited)
(In thousands, except share amounts)
Common StockAccumulated Deficit and Distributions in Excess of Net EarningsAccumulated Other Comprehensive (Loss) IncomeNoncontrolling Interests in Operating Partnership
Number of SharesPar ValuePaid-in Capital
Total
Balance - December 31, 2023283,699,120 $2,837 $5,625,907 $(1,995,975)$(16,640)$18,458 $3,634,587 
Net Income— — — 9,740 — 62 9,802 
Other comprehensive income— — — — 12,106 51 12,157 
Distributions on common stock, restricted stock and OP units— — — (62,743)— (233)(62,976)
Stock-based compensation expense — — 4,849 — — 1,770 6,619 
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes276,843 3 (284)— — — (281)
Common stock issuance related to employee stock purchase plan58,148  1,496 — — 1,496 
Balance - March 31, 2024284,034,111 $2,840 $5,631,968 $(2,048,978)$(4,534)$20,108 $3,601,404 

Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Equity (Unaudited)
(In thousands, except share amounts)
Common StockAccumulated Deficit and Distributions in Excess of Net EarningsAccumulated Other Comprehensive (Loss) IncomeNoncontrolling Interests in Operating Partnership
Number of SharesPar ValuePaid-in Capital
Total
Balance - December 31, 2022269,814,956 $2,698 $5,191,969 $(1,415,198)$(6,050)$14,459 $3,787,878 
Net loss— — — (2,562)— (9)(2,571)
Other comprehensive loss— — — — (11,687)(35)(11,722)
Distributions on common stock, restricted stock and OP units— — — (59,692)— (240)(59,932)
Stock-based compensation expense — — 5,273 — — 1,697 6,970 
Common stock issuance related to stock-based payment plans, net of shares withheld for employee taxes221,084 2 (801)— — — (799)
Common stock issuance related to employee stock purchase plan60,393 1 1,452 — — — 1,453 
Balance - March 31, 2023270,096,433 $2,701 $5,197,893 $(1,477,452)$(17,737)$15,872 $3,721,277 

See accompanying notes to Condensed Consolidated Financial Statements.
7



Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Three Months Ended March 31,
20242023
Operating activities:
Net income (loss)$9,802 $(2,571)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization92,095 85,024 
Amortization of deferred financing costs and pension withdrawal liability1,289 1,240 
Loss on debt extinguishment, modifications and termination of derivative instruments5,182 545 
Loss from investments in partially owned entities949 3,029 
Stock-based compensation expense 6,619 6,970 
Deferred income taxes expense (benefit)619 (3,621)
(Gain) loss from sale of real estate(3,514)191 
Loss (gain) on other asset disposals206 (156)
Provision for doubtful accounts receivable927 1,458 
Non-cash lease expenses10,525 10,624 
Changes in operating assets and liabilities:
Accounts receivable14,085 20,012 
Accounts payable and accrued expenses(53,753)(62,405)
Other assets(13,852)(13,209)
Operating lease liabilities(9,901)(9,806)
Other711 4,156 
Net cash provided by operating activities61,989 41,481 
Investing activities:
Additions to property, buildings and equipment(45,753)(69,262)
Investments in partially owned entities and other(2,582)(18,400)
Proceeds from sale of property, buildings and equipment9,020 70 
Net cash used in investing activities (39,315)(87,592)
Financing activities:
Distributions paid on common stock, restricted stock units and noncontrolling interests in OP(63,044)(60,064)
Proceeds from stock options exercised1,943 1,464 
Proceeds from employee stock purchase plan1,496 1,452 
Remittance of withholding taxes related to employee stock-based transactions(2,224)(2,265)
Proceeds from revolving line of credit200,010 186,700 
Repayment on revolving line of credit(126,000)(76,604)
Repayment of sale-leaseback financing obligations(2,434)(2,170)
Termination of sale-leaseback financing obligations and related termination premiums(20,433) 
Repayment of financing lease obligations(11,787)(9,646)
Net cash (used in) provided by financing activities(22,473)38,867 
Net increase (decrease) in cash, cash equivalents and restricted cash
201 (7,244)
Effect of foreign currency translation on cash, cash equivalents and restricted cash(1,389)1,403 
Cash, cash equivalents and restricted cash:
Beginning of period60,392 53,063 
End of period$59,204 $47,222 
Supplemental disclosures of non-cash investing and financing activities:
Addition of property, buildings and equipment on accrual$35,440 $40,467 
Addition of property, buildings and equipment under financing lease obligations$6,831 $10,486 
Addition of property, buildings and equipment under operating lease obligations$281 $474 
Supplemental cash flow information:
Interest paid – net of amounts capitalized$27,848 $47,387 
Income taxes paid – net of refunds$2,374 $556 
See accompanying notes to Condensed Consolidated Financial Statements.
8


Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)





1. General

The Company
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.
Basis of Presentation and Principles of Consolidation
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.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
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.
9



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
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.
Recent Capital Markets Activity
Universal Shelf Registration Statement
On March 17, 2023, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration No. 333-270664 and 333-270664-01) (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.

At the Market (ATM) Equity Program

On March 17, 2023, the Company entered into an equity distribution agreement pursuant to which we could sell, from time to time, up to an aggregate sales price of $900.0 million of our common stock through an ATM Equity Program (the “Prior ATM Equity Program”). Sales of our common stock made pursuant to the Prior ATM Equity Program could be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and us. Sales could also be made on a forward basis pursuant to separate forward sale agreements.

During August of 2023, we sold 13,244,905 common shares under the prior ATM Equity Program for net proceeds of $412.6 million. The net proceeds from sales of our common stock pursuant to the prior ATM Equity Program were used to repay a portion of the revolver borrowings.
On November 9, 2023, we entered into an equity distribution agreement that was substantially identical to and replaced the prior equity distribution agreement, and pursuant to which we may sell, from time to time, up to an additional $900.0 million of our common shares through our ATM Equity Program (the “Current ATM Equity Program”). During the three months ended March 31, 2024 we did not sell any shares of our common stock under the Current ATM Equity Program.
Purchase of Sale-leaseback Facilities
During the three months ended March 31, 2024, the Company purchased two facilities that were previously accounted for as failed sale-leaseback financing obligations for total consideration of $20.4 million, resulting in the recognition of a “Loss on debt extinguishment and termination of derivative instruments” on the Condensed Consolidated Statement of Operations of $4.7 million.

Discontinued Operations

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
10



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
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.

Recent Rules and Accounting Pronouncements

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.

2. Acquisition, cyber incident and other, net


11



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
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):

Three Months Ended March 31,
Acquisition, cyber incident and other, net20242023
Project Orion expenses$7,814 $1,946 
Severance costs3,834 3,415 
Cyber incident related costs, net of insurance recoveries2,715  
Acquisition and integration related costs1,006 $1,786 
Other (371) 
Total acquisition, cyber incident and other, net$14,998 $7,147 

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.

3. Debt

The following table reflects a summary of our outstanding indebtedness as of March 31, 2024 and December 31, 2023 (in thousands):
March 31, 2024December 31, 2023
Carrying AmountCarrying Amount
Senior Unsecured Notes$1,759,250 $1,777,925 
Senior Unsecured Term Loans829,650 833,775 
Senior Unsecured Revolving Credit Facility455,919 392,156 
Total principal amount of indebtedness$3,044,819 $3,003,856 
Less: unamortized deferred financing costs
(9,908)(10,578)
Total indebtedness, net of deferred financing costs
$3,034,911 $2,993,278 
12



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table provides the details of our Senior Unsecured Notes (in thousands):
March 31, 2024December 31, 2023
Stated Maturity DateContractual Interest RateBorrowing CurrencyCarrying Amount (USD)Borrowing CurrencyCarrying Amount (USD)
Series A Notes
01/20264.7%$200,000 $200,000 $200,000 $200,000 
Series B Notes
01/20294.9%$400,000 400,000 $400,000 400,000 
Series C Notes
01/20304.1%$350,000 350,000 $350,000 350,000 
Series D Notes01/20311.6%400,000 431,600 400,000 441,560 
Series E Notes01/20331.7%350,000 377,650 350,000 386,365 
Total Senior Unsecured Notes
$1,759,250 $1,777,925 
The following table provides the details of our Senior Unsecured Term Loans (balances in thousands):
March 31, 2024December 31, 2023
Contractual Interest Rate(1)
Borrowing CurrencyCarrying Amount (USD)
Contractual Interest Rate(1)
Borrowing CurrencyCarrying Amount (USD)
Tranche A-1
SOFR 0.9%
$375,000 $375,000 
SOFR 0.9%
$375,000 $375,000 
Tranche A-2
CDOR 0.9%
C$250,000 184,650 
CDOR 0.9%
C$250,000 188,775 
Delayed Draw Tranche A-3
SOFR 0.9%
$270,000 270,000 
SOFR 0.9%
$270,000 270,000 
Total Senior Unsecured Term Loan Facility
$829,650 $833,775 
(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):
March 31, 2024December 31, 2023
Denomination of Draw
Contractual Interest Rate (1)
Borrowing CurrencyCarrying Amount (USD)
Contractual Interest Rate(1)
Borrowing CurrencyCarrying Amount (USD)
U.S. dollar
SOFR 0.8%
$104,000 $104,000 
SOFR 0.8%
$34,000 $34,000 
Australian dollar
BBSW 0.8%
A$197,000 128,464 
BBSW 0.8%
A$191,000 130,108 
British pound sterling
SONIA 0.8%
£78,000 98,459 
SONIA 0.8%
£78,000 99,302 
Canadian dollar
CDOR 0.8%
C$35,000 25,851 
CDOR 0.8%
C$35,000 26,429 
Euro
EURIBOR 0.8%
67,500 72,833 
EURIBOR 0.8%
67,500 74,513 
New Zealand dollar
BKBM 0.8%
NZD44,000 26,312 
BKBM 0.8%
NZD44,000 27,804 
Total Senior Unsecured Revolving Credit Facility
$455,919 $392,156 
(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.
4. Derivative Financial Instruments


13



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Designated Non-derivative Financial Instruments
As of March 31, 2024, the Company designated £78.0 million, A$197.0 million and 817.5 million of debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. As of December 31, 2023, the Company designated £78.0 million, A$191.0 million and 817.5 million debt and accrued interest as a hedge of our net investment in the respective international subsidiaries. The remeasurement of these instruments is recorded in “Change in unrealized net (loss) gain on foreign currency” on the accompanying Condensed Consolidated Statements of Comprehensive Income (Loss).
Derivative Financial Instruments
The Company is subject to volatility in interest rates due to variable-rate debt. To manage this risk, the Company periodically enters into interest rate swap agreements. These agreements involve the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective swap agreement without an exchange of the underlying notional amount. The Company’s objective for utilizing these derivative instruments is to reduce its exposure to fluctuations in cash flows due to changes in interest rates. The following table includes the key provisions of the interest rate swaps outstanding as of March 31, 2024 and December 31, 2023 (fair value in thousands):
NotionalFixed Base Interest Rate SwapEffective DateExpiration Date
Asset Fair Value as of March 31, 2024
Liability Fair Value as of March 31, 2024
$200 million
3.1%12/29/20237/30/2027$6,645 $ 
$175 million
3.5%11/30/20227/30/20273,548  
$270 million
3.1%11/01/202212/31/20279,461  
C$250 million
3.6%9/23/202212/31/20272,428  
Total$22,082 $ 
NotionalFixed Base Interest Rate SwapEffective DateExpiration Date
Asset Fair Value as of December 31, 2023
Liability Fair Value as of December 31, 2023
$200 million
3.1%12/29/20237/30/2027$3,687 $ 
$175 million
3.5%11/30/20227/30/2027788  
$270 million
3.1%11/01/202212/31/20275,106  
C$250 million
3.6%9/23/202212/31/2027 330 
Total$9,581 $330 
In addition, the Company is subject to volatility in foreign exchange rates due to its foreign-currency denominated intercompany loan. The Company implemented a cross-currency swap to manage the foreign currency exchange rate risk on its intercompany loan. This agreement effectively mitigates the Company’s exposure to fluctuations in cash flows due to foreign exchange rate risk. This agreement involves the receipt of fixed USD amounts in exchange for payment of fixed Australian Dollar amounts over the life of the intercompany loan. The entirety of the Company’s outstanding intercompany loan receivable balance of A$153.5 million was hedged under the cross-currency swap agreement at March 31, 2024 and December 31, 2023.
14



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
There have been no significant changes to our policy or strategy related to derivative financial instruments from what was disclosed in our 2023 Annual Report on Form 10-K. During the next twelve months, the Company estimates that an additional $0.4 million will be reclassified as an increase to “Foreign currency exchange loss(a component of “Other, net” on the Condensed Consolidated Statements of Operations) and an additional $13.5 million will be reclassified as a decrease to “Interest expense” and a corresponding increase to operating cash flows. Additionally, during the current year, the Company estimates that an additional $0.5 million will be reclassified as an increase to “Loss on debt extinguishment and termination of derivative instruments”.
The Company determines the fair value of its derivative instruments using a present value calculation with significant observable inputs classified as Level 2 of the fair value hierarchy. Derivative asset balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Other assets” and derivative liability balances are recorded on the accompanying Condensed Consolidated Balance Sheets within “Accounts payable and accrued expenses”. The following table presents the fair value of the derivative financial instruments as of March 31, 2024 and December 31, 2023 (in thousands):
Derivative AssetsDerivative Liabilities
March 31, 2024December 31, 2023March 31, 2024December 31, 2023
(In thousands)
Designated derivatives
Foreign exchange contracts$9,586 $5,899 $ $ 
Interest rate contracts22,082 9,581  330 
Total fair value of derivatives$31,668 $15,480 $ $330 
The following tables present the effect of the Company’s derivative financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023, including the impacts to Accumulated Other Comprehensive (Loss) Income (AOCI) (in thousands):
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on DerivativeLocation of Gain or (Loss) Reclassified from AOCI into IncomeAmount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
Three Months Ended March 31,Three Months Ended March 31,
2024202320242023
Interest rate contracts$17,206 $(10,247)Interest expense$4,375 $2,432 
Interest rate contracts  
Loss on debt extinguishment, modifications and termination of derivative instruments(1)
(424)(620)
Foreign exchange contracts3,832 1,683 Foreign currency exchange loss, net4,242 2,096 
Foreign exchange contracts  Interest expense145 92 
Total designated cash flow hedges$21,038 $(8,564)$8,338 $4,000 
(1) In conjunction with the termination of interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. As of March 31, 2024, the Company recorded an increase to “Loss on debt extinguishment, modifications and termination of derivative instruments” related to this transaction.

15



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
In 2020, the Company terminated the two interest rate swaps related to the 2020 Senior Unsecured Credit Facility for a fee of $16.4 million, of which $8.7 million was recorded in “Accumulated other comprehensive loss” and is being amortized to “Loss on debt extinguishment, modificaitons and termination of derivative instruments” through 2024. The Company’s derivatives are subject to master netting agreements, but there was no impact of offsetting as of March 31, 2024 and December 31, 2023.
As of March 31, 2024 and December 31, 2023, the Company has not posted any collateral related to these agreements. The Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default of its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company's default on the indebtedness.

5. Fair Value Measurements

As of March 31, 2024 and December 31, 2023, the carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and revolving line of credit approximate their fair values due to the short-term maturities of the instruments.
The Company’s assets and liabilities measured or disclosed at fair value are as follows (in thousands):
Fair Value
Fair Value HierarchyMarch 31, 2024December 31, 2023
Measured at fair value during the current reporting period:
Interest rate swap assetsLevel 2$22,082 $9,581 
Interest rate swap liabilitiesLevel 2 $330 
Cross currency swap assetsLevel 2$9,586 $5,899 
Disclosed at fair value:
Senior unsecured notes, term loans, and revolving credit facilityLevel 3$2,864,779 $2,821,064 
6. Income Taxes

The Company’s effective tax rate for the three months ended March 31, 2024 and 2023 varies from the statutory U.S. federal income tax rate primarily due to the Company being designated as a REIT that is generally treated as a non-tax paying entity. During the three months ended March 31, 2024, the effective tax rate was impacted by the blend of pre-tax book income and losses generated year over year by jurisdiction. During the three months ended March 31, 2023, the effective tax rates were mainly impacted by the loss generated by our foreign operations.

The international tax framework (“Pillar 2”) created by the Organization for Economic Co-operation and Development includes a global minimum tax of 15 percent. Legislation adopting these provisions has been enacted in certain jurisdictions where the Company operates and is effective for the Company's 2024 calendar year. The Company has concluded that the legislation does not have a material impact on the Company’s income tax expense.

7. Commitments and Contingencies
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

April 2023 Cyber Incident
On April 26, 2023, the Company became aware of a cybersecurity incident impacting a certain number of our systems and partially impacting operations for a limited period of time (the “Cyber incident”). The Company engaged an external cyber security expert to initiate responses to contain, 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.

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

In addition to 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.

Preferred Freezer Services, LLC Litigation

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.
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)

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.

Environmental Matters
The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.
The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company had nominal 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.
Occupational Safety and Health Act (OSHA)
The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide 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.
18



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
8. Accumulated Other Comprehensive Income (Loss)

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):
Three Months Ended March 31,
20242023
Opening Balance$(16,640)$(6,050)
Pension and other postretirement benefits:
Balance at beginning of period, net of tax
$383 $2,682 
       (Loss) gain arising during the period
(13)698 
     Balance at end of period, net of tax
$370 $3,380 
Foreign currency translation adjustments:
Balance at beginning of period, net of tax
$(31,587)$(26,650)
       Cumulative translation adjustment(27,506)10,801 
       Derivative net investment hedges 26,925 (10,622)
   Net (loss) gain on foreign currency translation(581)179 
    Balance at end of period, net of tax
$(32,168)$(26,471)
Designated derivatives:
Balance at beginning of period, net of tax
$14,564 $17,918 
       Cash flow hedge derivatives21,038 (8,564)
       Net amount reclassified from AOCI to net loss(8,338)(4,000)
    Net gain (loss) on designated derivatives12,700 (12,564)
     Balance at end of period, net of tax
$27,264 $5,354 
Closing accumulated other comprehensive income (loss)
$(4,534)$(17,737)
(1)Amounts reclassified from AOCI for pension liabilities are recognized in “Selling, general, and administrative” in the accompanying Condensed Consolidated Statements of Operations.

9. Segment Information

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,
19



Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
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):
Three Months Ended March 31,
20242023
Segment revenues:
Warehouse$597,710 $595,052 
Transportation56,853 68,078 
Third-party managed10,417 13,359 
Total revenues664,980 676,489 
Segment contribution:
Warehouse197,131 174,827 
Transportation11,522 11,660 
Third-party managed2,183 1,079 
Total segment contribution210,836 187,566 
Reconciling items:
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) on sale of real estate3,514 (191)
Interest expense(33,430)(34,423)
Other, net9,526 1,433 
Loss on debt extinguishment and termination of derivative instruments(5,182)(545)
Loss from investments in partially owned entities(949)(648)
Income (loss) from continuing operations before income taxes$11,796 $(1,834)

10. Earnings/Loss per Common Share

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
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
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):
Three Months Ended March 31,
20242023
Weighted average common shares outstanding – basic284,644 270,230 
Dilutive effect of stock-based awards234  
Weighted average common shares outstanding – diluted284,878 270,230 
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):
Three Months Ended March 31,
20242023
Employee stock options  
Restricted stock units274 57 
OP units87 51 
361 108 
11. Revenue from Contracts with Customers

Disaggregated Revenue
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):
Three Months Ended March 31, 2024
North AmericaEuropeAsia-PacificSouth AmericaTotal
Warehouse rent and storage
$217,395 $17,864 $19,062 $1,512 $255,833 
Warehouse services
267,788 24,988 34,490 1,020 328,286 
Transportation
32,895 14,896 8,558 504 56,853 
Third-party managed
4,438  5,979  10,417 
Total revenues (1)
522,516 57,748 68,089 3,036 651,389 
Lease revenue (2)
12,077 1,514   13,591 
Total revenues from contracts with all customers
$534,593 $59,262 $68,089 $3,036 $664,980 
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Three Months Ended March 31, 2023
North AmericaEuropeAsia-PacificSouth AmericaTotal
Warehouse rent and storage
$219,081 $20,545 $17,665 $1,702 $258,993 
Warehouse services
261,632 26,356 34,372 1,285 323,645 
Transportation
35,381 23,406 8,672 619 68,078 
Third-party managed
7,563  5,796  13,359 
Total revenues (1)
523,657 70,307 66,505 3,606 664,075 
Lease revenue (2)
11,050 1,364   12,414 
Total revenues from contracts with all customers
$534,707 $71,671 $66,505 $3,606 $676,489 
(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.
Performance Obligations
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.
Contract Balances
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
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Americold Realty Trust, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in Part I of this report under 'Cautionary Statement Regarding Forward-Looking Statements' and 'Risk Factors' in our Annual Report on Form 10-K for the year ended December 31, 2023.

Management’s Overview
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).

Focus on Our Operational Effectiveness and Cost Structure
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.
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Project Orion
In February 2023, we announced our transformation program “Project Orion” designed to drive future growth and achieve our long-term strategic objectives, through investment in our technology systems and business processes across our global platform. The project includes the implementation of a new, best-in-class, cloud-based enterprise resource planning (“ERP”) software system. 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.
Other costs reduction initiatives
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.

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

Seasonality
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.
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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.

Foreign Currency Translation 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.
 Spot Foreign exchange
rates
Average foreign exchange rates for the three months endedSpot Foreign exchange
rates
Average foreign exchange rates for the three months ended (1)
March 31, 2024March 31, 2023
Argentinian peso0.001 0.001 0.005 0.005 
Australian dollar0.652 0.658 0.669 0.684 
Brazilian real0.199 0.202 0.198 0.193 
British pound1.262 1.268 1.234 1.215 
Canadian dollar0.739 0.742 0.740 0.740 
Chilean peso0.001 0.001 0.001 0.001 
Euro1.079 1.086 1.084 1.073 
New Zealand dollar0.598 0.613 0.626 0.630 
Polish zloty0.251 0.251 0.232 0.228 
1Prior period exchange rates used to adjust current period operating results for constant currency metrics used herein.
How We Assess the Performance of Our Business
Segment Contribution Net Operating Income (“NOI”)
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.
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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.
Same Store Analysis
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.
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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.
Same Store Warehouses226
Non-Same Store Warehouses (1)
10
Third-Party Managed Warehouses5
Total Warehouses241 
(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.
Economic Occupancy of our Warehouses
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.
Throughput at our Warehouses
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.

Components of Our Results of Operations
Warehouse
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Rent, storage and warehouse services. Our primary source of revenues are rent, storage, and warehouse services fees. Rent and storage revenues are related to the storage of frozen, perishable or other products in our warehouses. We also offer a wide array of value added services including: i) receipt, labeling and storage of goods, ii) customized order retrieval and packaging, iii) blast freezing and ripening, iv) government approved periodic inspections, fumigation, and other treatment services, v) e-commerce fulfillment and many more.
Rent storage and warehouse costs of operations consist of labor, power, other facilities costs, and other service costs.
Labor, the most significant part of warehouse expenses, covers wages, benefits, workers' compensation, and can vary due to factors like workforce size, customer needs, compensation levels, third-party labor usage, collective bargaining agreements, customer requirements, productivity, labor availability, government policies, medical insurance costs, safety programs, and discretionary bonuses.
The cost of power, also a significant cost of operations, fluctuates based on the price of power in the regions that our facilities operate and the required temperature zone or freezing required. We may, from time to time, hedge our exposure to changes in power prices through fixed rate agreements or, to the extent possible and appropriate, through rate escalations or power surcharge provisions within our customer contracts.
Other facilities costs include utilities other than power, property taxes and insurance, sanitation, repairs and maintenance, operating leases rent charges, security, and other related facilities costs.
Other services costs include equipment costs, warehouse consumables (e.g. shrink-wrap), employee protective equipment, warehouse administration and other related services costs.
Transportation
Transportation services revenue is derived from fees charged for transportation of our customers products, often including fuel and capacity surcharges.
Transportation services costs of operations are primarily affected by third-party carrier costs, which are influenced by carrier factors like driver and equipment availability. In select markets, we use our drivers and assets, incurring costs like wages, fuel, tolls, insurance, and maintenance to operate these assets.
Third-Party Managed
Third-party managed services revenue. Reimbursements that we receive for expenses incurred for warehouses that we manage on behalf of third party owners are recognized as third-party managed services revenues. We also earn management fees, incentive fees upon achieving negotiated performance and cost-savings results, or an applicable mark-up on costs.
Third-Party managed services costs of operations, which are recognized on a pass through basis, primarily consist of labor charges similar to those described above as a component of the warehouse costs of operations.
Consolidated Operating Expenses
Depreciation and amortization charges relate to the depreciation of buildings and equipment related improvements, leasehold improvements, material handling equipment, furniture, fixtures, and our computer equipment. Amortization relates primarily to intangible assets for customer relationships.
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Selling, general and administrative expenses consist primarily of non-warehouse related labor, administrative, business development, marketing, engineering, human resources, information technology, performance and time based incentive compensation, communications, travel, professional fees, bad debt, training, and office supplies.
Acquisition, cyber incident and other, net consists of non-recurring or non-routine costs including acquisition related costs, costs related to Project Orion, litigation and settlement costs outside of the normal course of business, severance, terminated site operations costs, and cyber incident related costs, net of insurance recoveries all of which are not representative of our normal course of operations.
Impairment of indefinite and long-lived assets represents charges represents the impairment of goodwill and other long lived assets whose values are considered unrecoverable.
Loss (gain) from sale of real estate represents gains or losses recognized from the sale of Company owned real estate.
Interest expense is associated with interest charged on unsecured revolving credit facilities, term loans, and notes.
Loss on debt extinguishment, modifications, and termination of derivative instruments is representative of charges associated with debt extinguishments and modifications as well as the termination of derivative instruments.
Loss from investments in partially owned entities is representative of our share of gains and losses associated with our minority ownership interests in joint ventures.
Other, net primarily includes foreign currency remeasurement, interest income, gains and losses on asset disposals, and other miscellaneous items.

RESULTS OF OPERATIONS

Comparison of Results for the Three Months Ended March 31, 2024 and 2023

Warehouse Segment

The following table presents the operating results of our warehouse segment for the three months ended March 31, 2024 and 2023.
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Three Months Ended March 31,Change
2024 Actual
2024 Constant Currency(1)
2023 ActualActualConstant Currency
(Dollars in thousands)
Rent and storage$269,424 $274,666 $271,407 (0.7)%1.2 %
Warehouse services328,286 332,428 323,645 1.4 %2.7 %
Total warehouse segment revenues597,710 607,094 595,052 0.4 %2.0 %
Power33,333 34,370 36,048 (7.5)%(4.7)%
Other facilities costs (2)
65,595 67,043 60,800 7.9 %10.3 %
Labor248,173 251,132 258,541 (4.0)%(2.9)%
Other services costs (3)
53,478 54,558 64,836 (17.5)%(15.9)%
Total warehouse segment cost of operations$400,579 $407,103 $420,225 (4.7)%(3.1)%
Warehouse segment contribution (NOI)197,131 199,991 174,827 12.8 %14.4 %
Warehouse rent and storage contribution (NOI)
170,496 173,253 174,559 (2.3)%(0.7)%
Warehouse services contribution (NOI)
26,635 26,738 268 9,838.4 %9,876.9 %
Total warehouse segment margin33.0 %32.9 %29.4 %360 bps356 bps
Rent and storage margin
63.3 %63.1 %64.3 %-103 bps-124 bps
Warehouse services margin
8.1 %8.0 %0.1 %803 bps796 bps
(1)The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.
(2)Includes real estate rent expense of $9.2 million and $9.4 million, on an actual basis, for the first quarter of 2024 and 2023, respectively.
(3)Includes non-real estate rent expense (equipment lease and rentals) of $3.5 million and $3.6 million, on an actual basis, for the first quarter of 2024 and 2023, respectively.

On a constant currency basis, our warehouse segment revenues increased $12.0 million, or 2.0%, as compared to the same period in the prior year. This growth was primarily driven by $4.9 million of growth in our same store pool and $7.2 million of growth in our non-same store pool, further discussed below.
On a constant currency basis, our warehouse segment cost of operations decreased $13.1 million, or 3.1%, during the three months ended March 31, 2024, as compared to the same period of the prior year. This is primarily driven by a $13.8 million decrease in same store warehouse costs of operations, further discussed below.
On a constant currency basis, warehouse segment NOI increased 14.4% during the three months ended March 31, 2024, as compared to the same period of the prior year. This is primarily due to increased NOI in our same store portfolio of $18.7 million on a constant currency basis, attributable to factors described below.
Same Store and Non-Same Store Results
The following table presents revenues, cost of operations, contribution (NOI) and margins for our same stores and non-same stores with a reconciliation to the total financial metrics of our warehouse segment for the three months ended March 31, 2024 and 2023.
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Three Months Ended March 31,Change
2024 Actual
2024 Constant Currency(1)
2023 ActualActualConstant Currency
Number of same store sites226226n/an/a
Same store revenues:(Dollars in thousands)
Rent and storage$256,295 $261,450 $264,050 (2.9)%(1.0)%