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Warrants (Notes)
 12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Equity Dividends and Distributions
In order to comply with the REIT requirements of the Internal Revenue Code, the Company is generally required to make common share distributions (other than capital gain distributions) to its shareholders at least equal to 90% of its REIT taxable income, as defined in the Code, computed without regard to the dividends paid deduction and net capital gains. The Company’s common share dividend policy is to distribute a percentage of cash flow to ensure distribution requirements of the IRS are met while allowing the Company to retain cash to meet other needs, such as principal amortization, capital improvements and other investment activities.
Common share dividends are characterized for U.S. federal income tax purposes as ordinary income, qualified dividend, capital gains, non-taxable income return of capital, or a combination of the four. Common share dividends that exceed current and accumulated earnings and profits (calculated for tax purposes) constitute a return of capital rather than a dividend and generally reduce the shareholder’s basis in the common share. At the beginning of each year, we notify our shareholders of the taxability of the common share dividends paid during the preceding year. The payment of common share dividends is dependent upon our financial condition, operating results, and REIT distribution requirements and may be adjusted at the discretion of the Company’s Board of Trustees.
The following tables summarize dividends declared and distributions paid to the holders of common shares and Series B Preferred Shares in 2019, 2018 and 2017:
2019 (Common Shares)
Month Declared/Paid
Dividend Per Share
Distributions Declared
 
Distributions Paid
 
 
(In thousands, except per share amounts)
December (2018)/January
$
0.1875

$
—

 
$
28,218

 
 
December (a)
 
—

 
(127
)
Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
December (2018)/January
 
—

 
7

Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
March/April
$
0.2000

30,235

 
30,235

 
 
March (b)
 
—

 
(142
)
Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
March/April
 
—

 
15

Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
June/July
$
0.2000

38,764

 
38,764

 
 
June (c)
 
—

 
(172
)
Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
June/July
 
—

 
13

Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
September/October
$
0.2000

38,795

 
38,795

 
 
October (d)
 
—

 
(170
)
Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
September/October
 
—

 
7

Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
December/January (2020)
$
0.2000

38,796

 
—

 
 
 
 
$
146,590

 
$
135,443

 
 
(a)
Declared in December 2018 and included in the $28.2 million declared, see description to the right regarding timing of payment.
(b)
Declared in March and included in the $30.2 million declared, see description to the right regarding timing of payment.
(c)
Declared in June and included in the $38.8 million declared, see description to the right regarding timing of payment.
(d)
Declared in September and included in the $38.8 million declared, see description to the right regarding timing of payment.

2018
Month Declared/Paid
Dividend Per Share
Distributions Declared
 
Distributions Paid
 
 
 
 
Common Shares
 
Series B Preferred Shares
 
Common Shares
 
Series B Preferred Shares
 
 
(In thousands, except per share amounts)
January (a)
$
0.0186

$
1,291

 
$
619

 
$
1,291

 
$
619

 
 
March/April
$
0.1396

20,145

 
—

 
20,145

 
 
 
 
March (c)
 
—

 
—

 
(79
)
 
—

Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
March/April
 
—

 
—

 
20

 
—

Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
June/July
$
0.1875

27,250

 
—

 
27,250

 
—

 
 
June (d)
 
—

 
—

 
(118
)
 
—

Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
June/July
 
—

 
—

 
28

 
—

Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
September/October
$
0.1875

28,072

 
—

 
28,072

 
 
 
October(e)
 
—

 
—

 
(114
)
 
—

Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
September/October
 
—

 
—

 
28

 
—

Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
December/January (2019)
$
0.1875

28,218

 
—

 
—

 
—

 
 
 
 
$
104,976

 
 
 
$
76,523

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Series B Preferred Shares - Fixed Dividend
 
 
 
 
 
 
January (a)
 
 
 
1,198

 
 
 
1,198

 
 
Total distributions paid to holders of Series B Preferred Shares (b)
 
$
1,817

 
 
 
$
1,817

 
 
(a)
Stub period dividend paid to shareholders of record prior to the IPO.
(b)
Last participating and fixed dividend paid to holders of Series B Preferred Shares in connection with the conversion to common shares on the IPO date.
(c)
Declared in March and included in the $20.1 million declared, see description to the right regarding timing of payment.
(d)
Declared in June and included in the $27.3 million declared, see description to the right regarding timing of payment.
(e)
Declared in September and included in the $28.1 million declared, see description to the right regarding timing of payment.

2017
Month Declared
 
Dividend Per Share
 
Distributions Paid
 
Month Paid
 
 
 
 
Common Shares
 
Series B Preferred Shares
 
 
(In thousands, except per share amounts)
March
 
$
0.0730

 
$
5,053

 
$
2,421

 
April
June
 
$
0.0730

 
5,054

 
2,422

 
July
September
 
$
0.0730

 
5,053

 
2,421

 
October
December
 
$
0.0730

 
5,054

 
2,422

 
December
 
 
 
 
$
20,214

 
9,686

(a) 
 
 
 
 
 
 
 
 
 
 
Series B Preferred Shares - Fixed Dividend
 
18,750

(b) 
 
Total distributions paid to holders of Series B Preferred Shares
 
$
28,436

 
 
(a)
Participating dividend.
(b)
Paid in equal quarterly amounts along with the participating dividend.

The dividends declared and paid to holders of Series A Preferred Shares were $0.001 million and $0.016 million for the years ended December 31, 2018 and 2017, respectively. In 2018, in connection with the IPO, all outstanding Series A Preferred Shares were redeemed and there were no dividends for the year ended December 31, 2019.
For income tax purposes, distributions to preferred and common shareholders are characterized as ordinary income, capital gains, or as a return of shareholder invested capital. The composition of the Company’s distributions per common share and per preferred share is as follows:
Common Shares
 
2019
 
2018
 
2017
Ordinary income
 
83
%
 
66
%
 
85
%
Capital gains
 
0
%
 
0
%
 
0
%
Return of capital
 
17
%
 
34
%
 
15
%
 
 
100
%
 
100
%
 
100
%
Preferred Shares
 
2019
 
2018
 
2017
Ordinary income
 
N/A
 
100
%
 
100
%
Capital gains
 
N/A
 
0
%
 
0
%
Return of capital
 
N/A
 
0
%
 
0
%
 
 
N/A
 
100
%
 
100
%

Partners’ Capital
Allocations of Net Income and Net Losses to Partners
The Operating Partnership’s net income will generally be allocated to Americold Realty Trust (the general partner) and the Operating Partnership’s limited partner, Americold Realty Operations Inc., and certain trustees of Americold Realty Trust, in accordance with the respective percentage interests in the units issued by the Operating Partnership.
Net loss will generally be allocated to the general partner and the Operating Partnership’s limited partners in accordance with the respective common percentage interests in the Operating Partnership until the limited partner’s capital is reduced to zero and any remaining net loss would be allocated to the general partner. However, in some cases, losses may be disproportionately allocated to partners who have guaranteed our debt. The allocations described above are subject to special allocations relating to depreciation deductions and to compliance with the provisions of Sections 704(b) and 704(c) of the Code, and the associated Treasury Regulations.
Distributions
All distributions on our units are at the discretion of Americold Realty Trusts’ Board of Trustees. We have declared and paid the following distributions to Americold Realty Trust for the years ended December 31, 2019, 2018 and 2017 (in thousands):
2019
Month Declared/Paid
 
Distributions Declared
 
Distributions Paid
December (2018)/January
 
$
—


$
28,098

March/April
 
30,235


30,108

June/July
 
38,764


38,605

September/October
 
38,795


38,632

December/January (2020)
 
38,796


—

 
 
$
146,590

 
$
135,443

2018
Month Declared/Paid
 
Distributions Declared
 
Distributions Paid
January (a)
 
$
3,242

 
$
3,242

March/April
 
20,145

 
20,086

June/July
 
27,250

 
27,160

September/October
 
28,072

 
27,986

December/January (2019)
 
28,218

 
—

 
 
$
106,927

 
$
78,474

(a)
Stub period distribution paid to Parent immediately prior to the IPO.
2017
Month Declared/Paid
 
Distributions Paid
March/April
 
$
12,161

June/July
 
12,171

September/October
 
12,162

December
 
12,172

 
 
$
48,666