Americold Realty Trust (NYSE: COLD) (the “Company”), the world’s
largest publicly traded REIT focused on the ownership, operation,
acquisition and development of temperature-controlled warehouses,
today announced financial and operating results for the first
quarter ended March 31, 2022.
First Quarter 2022
Highlights
- Total revenue increased 11.2% to
$705.7 million.
- Total NOI increased 0.6% to $158.3
million.
- Core EBITDA decreased 5.9% on an
actual basis to $110.9 million., and decreased 2.2% on a constant
currency basis.
- Net loss of $17.4 million, or $0.06
loss per diluted common share.
- Core FFO of $46.3 million, or $0.17
per diluted common share.
- AFFO of $68.9 million, or $0.26 per
diluted common share.
- Global Warehouse segment revenue
increased 11.4% to $540.9 million.
- Global Warehouse segment NOI
increased 0.1% to $146.3 million.
- Global Warehouse segment same store
revenue increased 4.5%, or 6.0% on a constant currency basis,
Global Warehouse segment same store NOI decreased by 4.7%, or 3.6%
on a constant currency basis.
First Quarter 2022 Total Company
Financial ResultsTotal revenue for the first quarter of
2022 was $705.7 million, an 11.2% increase from the same quarter of
the prior year. This growth was driven by the incremental revenue
from acquisitions, including warehouse and transportation
operations, our recently completed expansion and development
projects, contractual and market-driven rate escalations and the
timing of Easter in 2022 as compared to 2021. These increases are
partially offset by the continued impacts of COVID-19 and resulting
supply chain disruption which impacted our throughput and holdings
across our network as food production has been unable to keep up
with steady consumer demand.
Total NOI for the first quarter of 2022 was
$158.3 million, an increase of 0.6% from the same quarter of the
prior year. This increase is primarily as a result of the
acquisitions completed during 2021, recently completed expansions
and developments and contractual and market-driven rate
escalations, offset by continued food production challenges, labor
shortages and wage and other inflationary pressure on nearly all
cost categories and across our global portfolio.
Core EBITDA was $110.9 million for the first
quarter of 2022, compared to $117.8 million for the same quarter of
the prior year. This reflects a 5.9% decrease over prior year on an
actual basis, and 2.2% on a constant currency basis, driven
primarily from an increase in selling, general and administrative
costs.
For the first quarter of 2022, the Company
reported net loss of $17.4 million, or $0.06 per diluted share,
compared to net loss of $14.2 million, or $0.06 per diluted share,
for the same quarter of the prior year.
For the first quarter of 2022, Core FFO was
$46.3 million, or $0.17 per diluted share, compared to $62.5
million, or $0.39 per diluted share, for same quarter of the prior
year.
For the first quarter of 2022, AFFO was $68.9
million, or $0.26 per diluted share, compared to $75.9 million, or
$0.37 per diluted share, for the same quarter of the prior
year.
Please see the Company’s supplemental financial
information for the definitions and reconciliations of non-GAAP
financial measures to the most comparable GAAP financial
measures.
First Quarter 2022 Global Warehouse
Segment ResultsFor the first quarter of 2022, Global
Warehouse segment revenue was $540.9 million, an increase of $55.5
million, or 11.4%, compared to $485.5 million for the first quarter
of 2021. This growth was driven by the recently completed
acquisitions and ramp of recently completed development projects,
paired with contractual and market-driven rate escalations and the
timing of Easter in 2022 as compared to 2021, partially offset by
the impact of continued food production challenges resulting in
lower throughput in our same store portfolio.
Global Warehouse segment NOI was $146.3 million
for the first quarter of 2022 as compared to $146.2 million for the
first quarter of 2021. Global Warehouse segment NOI is flat
period-over-period which is a result of our recently completed
acquisitions, developments and expansions, paired with rate
increases, largely offset by the impact of inflationary pressures
across our portfolio, the impact of start-up costs for our
developments and the unfavorable impact of foreign currency
translation. Global Warehouse segment margin was 27.0% for the
first quarter of 2022, a 307 basis point decrease compared to the
same quarter of the prior year, due to inflationary cost
pressures.
We had 215 same stores for the three months
ended March 31, 2022. 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, 2022. Results related to the Bowman Stores,
ColdCo, KMT Brrr!, Lago Cold Stores, Liberty Freezers and Newark
Facility Management acquisitions are reflected within non-same
store.
|
Three Months Ended March 31, |
|
Change |
Dollars in thousands |
2022 actual |
|
2022 constant currency(1) |
|
2021 actual |
|
Actual |
|
Constant currency |
|
|
|
|
|
|
|
|
|
|
TOTAL WAREHOUSE
SEGMENT |
|
|
|
|
|
|
|
|
|
Number of total
warehouses(2) |
|
240 |
|
|
|
|
|
233 |
|
|
n/a |
|
n/a |
Global Warehouse
revenue: |
|
|
|
|
|
|
|
|
|
Rent and storage |
$ |
229,757 |
|
|
$ |
232,445 |
|
|
$ |
205,275 |
|
|
11.9 |
% |
|
13.2 |
% |
Warehouse services |
|
311,168 |
|
|
|
316,277 |
|
|
|
280,176 |
|
|
11.1 |
% |
|
12.9 |
% |
Total revenue |
$ |
540,925 |
|
|
$ |
548,722 |
|
|
$ |
485,451 |
|
|
11.4 |
% |
|
13.0 |
% |
Global Warehouse
contribution (NOI) |
$ |
146,258 |
|
|
$ |
147,958 |
|
|
$ |
146,181 |
|
|
0.1 |
% |
|
1.2 |
% |
Global Warehouse
margin |
|
27.0 |
% |
|
|
27.0 |
% |
|
|
30.1 |
% |
|
-307 bps |
|
-315 bps |
Units in thousands except per
pallet data |
|
|
|
|
|
|
|
|
|
Global Warehouse rent
and storage metrics: |
|
|
|
|
|
|
|
|
|
Average economic occupied pallets |
|
4,174 |
|
|
n/a |
|
|
3,973 |
|
|
5.1 |
% |
|
n/a |
Average physical occupied pallets |
|
3,804 |
|
|
n/a |
|
|
3,627 |
|
|
4.9 |
% |
|
n/a |
Average physical pallet positions |
|
5,437 |
|
|
n/a |
|
|
5,159 |
|
|
5.4 |
% |
|
n/a |
Economic occupancy
percentage |
|
76.8 |
% |
|
n/a |
|
|
77.0 |
% |
|
-25 bps |
|
n/a |
Physical occupancy
percentage |
|
70.0 |
% |
|
n/a |
|
|
70.3 |
% |
|
-34 bps |
|
n/a |
Total rent and storage revenue
per economic occupied pallet |
$ |
55.05 |
|
|
$ |
55.70 |
|
|
$ |
51.67 |
|
|
6.5 |
% |
|
7.8 |
% |
Total rent and storage revenue
per physical occupied pallet |
$ |
60.39 |
|
|
$ |
61.10 |
|
|
$ |
56.59 |
|
|
6.7 |
% |
|
8.0 |
% |
Global Warehouse
services metrics: |
|
|
|
|
|
|
|
|
|
Throughput pallets |
|
9,859 |
|
|
n/a |
|
|
9,532 |
|
|
3.4 |
% |
|
n/a |
Total warehouse services
revenue per throughput pallet |
$ |
31.56 |
|
|
$ |
32.08 |
|
|
$ |
29.39 |
|
|
7.4 |
% |
|
9.1 |
% |
|
|
|
|
|
|
|
|
|
|
SAME STORE
WAREHOUSE |
|
|
|
|
|
|
|
|
|
Number of same store
warehouses |
|
215 |
|
|
|
|
|
215 |
|
|
n/a |
|
n/a |
Global Warehouse same
store revenue: |
|
|
|
|
|
|
|
|
|
Rent and storage |
$ |
204,273 |
|
|
$ |
206,643 |
|
|
$ |
194,203 |
|
|
5.2 |
% |
|
6.4 |
% |
Warehouse services |
|
279,116 |
|
|
|
283,913 |
|
|
|
268,591 |
|
|
3.9 |
% |
|
5.7 |
% |
Total same store revenue |
$ |
483,389 |
|
|
$ |
490,556 |
|
|
$ |
462,794 |
|
|
4.5 |
% |
|
6.0 |
% |
Global Warehouse same
store contribution (NOI) |
$ |
139,056 |
|
|
$ |
140,604 |
|
|
$ |
145,893 |
|
|
(4.7) |
% |
|
(3.6) |
% |
Global Warehouse same
store margin |
|
28.8 |
% |
|
|
28.7 |
% |
|
|
31.5 |
% |
|
-276 bps |
|
-286 bps |
Units in thousands except per
pallet data |
|
|
|
|
|
|
|
|
|
Global Warehouse same
store rent and storage metrics: |
|
|
|
|
|
|
|
|
|
Average economic occupied pallets |
|
3,797 |
|
|
|
n/a |
|
|
3,768 |
|
|
0.8 |
% |
|
n/a |
Average physical occupied pallets |
|
3,456 |
|
|
|
n/a |
|
|
3,442 |
|
|
0.4 |
% |
|
n/a |
Average physical pallet positions |
|
4,892 |
|
|
|
n/a |
|
|
4,869 |
|
|
0.5 |
% |
|
n/a |
Economic occupancy
percentage |
|
77.6 |
% |
|
|
n/a |
|
|
77.4 |
% |
|
22 bps |
|
n/a |
Physical occupancy
percentage |
|
70.7 |
% |
|
|
n/a |
|
|
70.7 |
% |
|
-4 bps |
|
n/a |
Same store rent and storage
revenue per economic occupied pallet |
$ |
53.80 |
|
|
$ |
54.43 |
|
|
$ |
51.55 |
|
|
4.4 |
% |
|
5.6 |
% |
Same store rent and storage
revenue per physical occupied pallet |
$ |
59.10 |
|
|
$ |
59.79 |
|
|
$ |
56.43 |
|
|
4.7 |
% |
|
6.0 |
% |
Global Warehouse same
store services metrics: |
|
|
|
|
|
|
|
|
|
Throughput pallets |
|
8,893 |
|
|
n/a |
|
|
8,947 |
|
|
(0.6) |
% |
|
n/a |
Same store warehouse services
revenue per throughput pallet |
$ |
31.38 |
|
|
$ |
31.92 |
|
|
$ |
30.02 |
|
|
4.5 |
% |
|
6.3 |
% |
|
Three Months Ended March 31, |
|
Change |
Dollars in thousands |
2022 actual |
|
2022 constant currency(1) |
|
2021 actual |
|
Actual |
|
Constant currency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-SAME STORE
WAREHOUSE |
|
|
|
|
|
|
|
|
|
Number of non-same store
warehouses(3) |
|
25 |
|
|
|
|
|
18 |
|
|
n/a |
|
n/a |
Global Warehouse
non-same store revenue: |
|
|
|
|
|
|
|
|
|
Rent and storage |
$ |
25,484 |
|
|
$ |
25,802 |
|
|
$ |
11,072 |
|
|
n/r |
|
n/r |
Warehouse services |
|
32,052 |
|
|
|
32,364 |
|
|
|
11,585 |
|
|
n/r |
|
n/r |
Total non-same store
revenue |
$ |
57,536 |
|
|
$ |
58,166 |
|
|
$ |
22,657 |
|
|
n/r |
|
n/r |
Global Warehouse
non-same store contribution (NOI) |
$ |
7,202 |
|
|
$ |
7,354 |
|
|
$ |
288 |
|
|
n/r |
|
n/r |
Global Warehouse
non-same store margin |
|
12.5 |
% |
|
|
12.6 |
% |
|
|
1.3 |
% |
|
n/r |
|
n/r |
Units in thousands except per
pallet data |
|
|
|
|
|
|
|
|
|
Global
Warehouse non-same store rent and storage metrics: |
|
|
|
|
|
|
|
|
Average economic occupied pallets |
|
377 |
|
|
n/a |
|
|
205 |
|
|
n/r |
|
n/a |
Average physical occupied pallets |
|
348 |
|
|
n/a |
|
|
186 |
|
|
n/r |
|
n/a |
Average physical pallet positions |
|
545 |
|
|
n/a |
|
|
290 |
|
|
n/r |
|
n/a |
Economic occupancy
percentage |
|
69.2 |
% |
|
n/a |
|
|
70.7 |
% |
|
n/r |
|
n/a |
Physical occupancy
percentage |
|
63.9 |
% |
|
n/a |
|
|
64.0 |
% |
|
n/r |
|
n/a |
Non-same store rent and
storage revenue per economic occupied pallet |
$ |
67.62 |
|
|
$ |
68.46 |
|
|
$ |
53.97 |
|
|
n/r |
|
n/r |
Non-same store rent and
storage revenue per physical occupied pallet |
$ |
73.19 |
|
|
$ |
74.11 |
|
|
$ |
59.64 |
|
|
n/r |
|
n/r |
Global Warehouse
non-same store services metrics: |
|
|
|
|
|
|
|
|
|
Throughput pallets |
|
966 |
|
|
n/a |
|
|
584 |
|
|
n/r |
|
n/a |
Non-same store warehouse
services revenue per throughput pallet |
$ |
33.19 |
|
|
$ |
33.51 |
|
|
$ |
19.83 |
|
|
n/r |
|
n/r |
(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) Total
warehouse count of 240 includes two warehouses acquired through the
Lago acquisition on November 15, 2021 (one leased facility from the
Lago Cold Stores acquisition was exited upon expiration during the
first quarter of 2022), one recently leased warehouse in Australia,
one warehouse acquired through the Newark Facility Management
acquisition on September 1, 2021, two facilities acquired through
the ColdCo acquisition on August 2, 2021, one warehouse acquired
through the Bowman Stores acquisition on May 28, 2021, two
warehouses acquired through the KMT Brrr! acquisition on May 5,
2021 and three warehouses acquired through the Liberty acquisition
on March 1, 2021. The results of these acquisitions are reflected
in the results above since date of ownership.(3) Non-same store
warehouse count of 25 one recently leased warehouse in Australia,
one recently constructed facility in Denver that we purchased in
November 2021, two warehouses acquired through the Lago Cold Stores
acquisition on November 15, 2021 (one leased facility from the Lago
Cold Stores acquisition was exited upon expiration during the first
quarter of 2022), one warehouse acquired through the Newark
Facility Management acquisition on September 1, 2021, two
facilities acquired through the ColdCo acquisition on August 2,
2021, one warehouse acquired through the Bowman stores acquisition
on May 28, 2021, two warehouses acquired through the KMT Brrr!
acquisition on May 5, 2021, three remaining warehouses acquired
through the Liberty Freezers acquisition on March 1, 2021 (one
leased facility from the Liberty Freezers acquisition was exited
during 2021), 11 warehouses in expansion or redevelopment and one
warehouse which we ceased operations within as it is being prepared
for lease to a third-party. The results of these acquisitions are
reflected in the results above since date of ownership. (n/a = not
applicable)(n/r = not relevant)
Fixed Commitment Rent and Storage
RevenueAs of March 31, 2022, $367.4 million of the
Company’s annualized rent and storage revenue were derived from
customers with fixed commitment storage contracts. This compares to
$356.5 million at the end of the fourth quarter of 2021 and $307.4
million at the end of the first quarter of 2021. While the
Company’s recent acquisitions had a lower percentage of fixed
committed contracts as a percentage of rent and storage revenue, we
continue to make progress on commercializing business under this
type of arrangement. On a combined pro forma basis, assuming a full
twelve months of acquisitions revenue, 39.8% of rent and storage
revenue was generated from fixed commitment storage contracts.
Economic and Physical
OccupancyContracts that contain fixed commitments are
designed to ensure the Company’s customers have space available
when needed. For the first quarter of 2022, economic occupancy for
the total warehouse segment was 76.8% and warehouse segment same
store pool was 77.6%, representing a 679 basis point and 696 basis
point increase above physical occupancy, respectively. Economic
occupancy for the total warehouse segment decreased 25 basis
points, and the warehouse segment same store pool increased 22
basis points as compared to the first quarter of 2021. Occupancy
reflects the impact from the timing of the Easter holiday year over
year, offset by ongoing food supply chain disruption as
manufacturers have not yet increased production to levels in excess
of demand in order to meaningfully increase inventory holdings.
Real Estate Portfolio As of
March 31, 2022, the Company’s portfolio consists of 249
facilities. The Company ended the first quarter of 2022 with 240
facilities in its Global Warehouse segment portfolio and nine
facilities in its Third-party managed segment. During the first
quarter of 2022, we completed the planned exited of a leased
facility upon its expiration, which was recently acquired in
connection with the Lago Cold Stores acquisition. The same store
population consists of 215 facilities for the quarter ended
March 31, 2022. The remaining 25 non-same store population
includes the 12 facilities that were acquired in connection with
the Bowman Stores, Brighton, ColdCo, KMT Brrr!, Lago Cold Stores,
Liberty Freezers and Newark acquisitions, the recently leased
facility in Australia, 11 facilities in expansion or redevelopment
and a facility in which we ceased operations during the first
quarter of 2022, in order to prepare for leasing to a
third-party.
Balance Sheet Activity and
LiquidityAs of March 31, 2022, the Company had total
liquidity of approximately $657.0 million, including cash and
capacity on its revolving credit facility. Total debt outstanding
was $3.2 billion (inclusive of $268.7 million of financing
leases/sale lease-backs and exclusive of unamortized deferred
financing fees), of which 83% was in an unsecured structure. The
Company has no material debt maturities until 2023. At quarter end,
its net debt to pro forma Core EBITDA was approximately 6.6x. The
Company’s total debt outstanding includes $2.9 billion of real
estate debt, which excludes sale-leaseback and capitalized lease
obligations. The Company’s real estate debt has a remaining
weighted average term of 5.8 years and carries a weighted average
contractual interest rate of 2.88%. As of March 31, 2022, 72%
of the Company’s total debt outstanding was at a fixed rate.
DividendOn March 10, 2022, the
Company’s Board of Trustees declared a dividend of $0.22 per share
for the first quarter of 2022, which was paid on April 15, 2022 to
common shareholders of record as of March 31, 2022.
2022 Outlook The Company
maintained its 2022 annual AFFO per share guidance to within the
range of $1.00 - $1.10. Refer to page 38 of this Financial
Supplement for the details of our annual guidance. The Company’s
guidance is provided for informational purposes based on current
plans and assumptions and is subject to change. The ranges for
these metrics do not include the impact of acquisitions,
dispositions, or capital markets activity beyond that which has
been previously announced.
Investor Webcast and Conference
CallThe Company will hold a webcast and conference call on
Thursday, May 5, 2022 at 5:00 p.m. Eastern Time to discuss first
quarter 2022 results. A live webcast of the call will be available
via the Investors section of Americold Realty Trust’s website at
www.americold.com. To listen to the live webcast, please go to the
site at least five minutes prior to the scheduled start time in
order to register, download and install any necessary audio
software. Shortly after the call, a replay of the webcast will be
available for 90 days on the Company’s website.
The conference call can also be accessed by
dialing 1-844-826-3033 or 1-412-317-5185. The telephone replay can
be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and
providing the conference ID# 10165351. The telephone replay will be
available starting shortly after the call until May 19, 2022.
The Company’s supplemental package will be
available prior to the conference call in the Investors section of
the Company’s website at http://ir.americold.com.
About the CompanyAmericold is
the world’s largest publicly traded REIT focused on the ownership,
operation, acquisition and development of temperature-controlled
warehouses. Based in Atlanta, Georgia, Americold owns and operates
249 temperature-controlled warehouses, with approximately 1.5
billion refrigerated cubic feet of storage, in North America,
Europe, Asia-Pacific, and South America. Americold’s facilities are
an integral component of the supply chain connecting food
producers, processors, distributors and retailers to consumers.
Non-GAAP Financial MeasuresThis
press release contains non-GAAP financial measures, including FFO,
core FFO, AFFO, EBITDAre, Core EBITDA; same store segment revenue
and contribution (NOI); real estate debt and maintenance capital
expenditures. Definitions of these non-GAAP metrics are included
beginning on page 39, and reconciliations of these non-GAAP
measures to their most comparable GAAP metrics are included herein.
Each of the non-GAAP measures included in this report has
limitations as an analytical tool and should not be considered in
isolation or as a substitute for an analysis of the Company’s
results calculated in accordance with GAAP. In addition, because
not all companies use identical calculations, the Company’s
presentation of non-GAAP measures in this report may not be
comparable to similarly titled measures disclosed by other
companies, including other REITs.
Forward-Looking StatementsThis
document 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: the impact of supply chain disruptions,
including, among others, the impact on labor availability, raw
material availability, manufacturing and food production;
construction materials and transportation; uncertainties and risks
related to public health crises, including the ongoing COVID-19
pandemic; adverse economic or real estate developments in our
geographic markets or the temperature-controlled warehouse
industry; rising interest rates and inflation in operating costs,
including as a result of the COVID-19 pandemic; general economic
conditions; labor and power costs; labor shortages; risks
associated with the ownership of real estate generally and
temperature-controlled warehouses in particular; acquisition risks,
including the failure to identify or complete attractive
acquisitions or the failure of acquisitions to perform in
accordance with projections and to realize anticipated cost savings
and revenue improvements; our failure to realize the intended
benefits from our recent acquisitions, and including synergies, or
disruptions to our plans and operations or unknown or contingent
liabilities related to our recent acquisitions; 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;
a failure of our information technology systems, systems
conversions and integrations, cybersecurity attacks or a breach of
our information security systems, networks or processes could cause
business disruptions or loss of confidential information; risks
related to privacy and data security concerns, and data collection
and transfer restrictions and related foreign regulations; defaults
or non-renewals of significant customer contracts, including as a
result of the ongoing COVID-19 pandemic; uncertainty of revenues,
given the nature of our customer contracts; our failure to obtain
necessary outside financing; risks related to, or restrictions
contained in, our debt financings; decreased storage rates or
increased vacancy rates; risks related to current and potential
international operations and properties; difficulties in expanding
our operations into new markets, including international markets;
risks related to the partial ownership of properties, including as
a result of our lack of control over such investments and the
failure of such entities to perform in accordance with projections;
our failure to maintain our status as a REIT; possible
environmental liabilities, including costs, fines or penalties that
may be incurred due to necessary remediation of contamination of
properties presently or previously owned by us; financial market
fluctuations; actions by our competitors and their increasing
ability to compete with us; changes in applicable governmental
regulations and tax legislation, including in the international
markets; geopolitical conflicts, such as the ongoing conflict
between Russia and Ukraine; additional risks with respect to the
addition of European operations and properties; changes in real
estate and zoning laws and increases in real property tax rates;
our relationship with our associates, including the occurrence of
any work stoppages or any disputes under our collective bargaining
agreements and employment related litigation; liabilities as a
result of our participation in multi-employer pension plans;
uninsured losses or losses in excess of our insurance coverage; 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; the cost and
time requirements as a result of our operation as a publicly traded
REIT; changes in foreign currency exchange rates; the impact of
anti-takeover provisions in our constituent documents and under
Maryland law, which could make an acquisition of us more difficult,
limit attempts by our shareholders to replace our trustees and
affect the price of our common shares of beneficial interest, $0.01
par value per share, of our common shares; and the potential
dilutive effect of our common share offerings.
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. Examples of forward-looking
statements included in this document include, among others,
statements about our expected acquisition and expected expansion
and development pipeline and our targeted return on invested
capital on expansion and development opportunities. 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, 2021, 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.
Contacts:
Americold Realty TrustInvestor Relations Telephone:
678-459-1959Email: investor.relations@americold.com
Americold Realty Trust and Subsidiaries |
Consolidated Balance Sheets (Unaudited) |
(In thousands, except shares and per share amounts) |
|
March 31, |
|
December 31, |
|
|
2022 |
|
|
|
2021 |
|
Assets |
|
|
|
Property, buildings and equipment: |
|
|
|
Land |
$ |
811,442 |
|
|
$ |
807,495 |
|
Buildings and improvements |
|
4,163,054 |
|
|
|
4,152,763 |
|
Machinery and equipment |
|
1,361,741 |
|
|
|
1,352,399 |
|
Assets under construction |
|
512,694 |
|
|
|
450,153 |
|
|
|
6,848,931 |
|
|
|
6,762,810 |
|
Accumulated depreciation |
|
(1,708,031 |
) |
|
|
(1,634,909 |
) |
Property, buildings and equipment – net |
|
5,140,900 |
|
|
|
5,127,901 |
|
|
|
|
|
Operating lease right-of-use assets |
|
369,706 |
|
|
|
377,536 |
|
Accumulated depreciation – operating leases |
|
(61,359 |
) |
|
|
(57,483 |
) |
Operating leases – net |
|
308,347 |
|
|
|
320,053 |
|
|
|
|
|
Financing leases: |
|
|
|
Buildings and improvements |
|
13,557 |
|
|
|
13,552 |
|
Machinery and equipment |
|
141,443 |
|
|
|
146,341 |
|
|
|
155,000 |
|
|
|
159,893 |
|
Accumulated depreciation – financing leases |
|
(56,471 |
) |
|
|
(58,165 |
) |
Financing leases – net |
|
98,529 |
|
|
|
101,728 |
|
Cash, cash equivalents and restricted cash |
|
50,965 |
|
|
|
82,958 |
|
Accounts receivable – net of allowance of $20,725 and $18,755 at
March 31, 2022 and December 31, 2021, respectively |
|
419,348 |
|
|
|
380,014 |
|
Identifiable intangible assets – net |
|
968,099 |
|
|
|
980,966 |
|
Goodwill |
|
1,068,479 |
|
|
|
1,072,980 |
|
Investments in partially owned entities |
|
43,526 |
|
|
|
37,458 |
|
Other assets |
|
109,676 |
|
|
|
112,139 |
|
Total assets |
$ |
8,207,869 |
|
|
$ |
8,216,197 |
|
Liabilities and equity |
|
|
|
Liabilities: |
|
|
|
Borrowings under revolving line of credit |
$ |
513,824 |
|
|
$ |
399,314 |
|
Accounts payable and accrued expenses |
|
535,617 |
|
|
|
559,412 |
|
Mortgage notes, senior unsecured notes and term loans – net of
deferred financing costs of $10,492 and $11,050 in the aggregate,
at March 31, 2022 and December 31, 2021, respectively |
|
2,422,570 |
|
|
|
2,443,806 |
|
Sale-leaseback financing obligations |
|
177,305 |
|
|
|
178,817 |
|
Financing lease obligations |
|
91,436 |
|
|
|
97,633 |
|
Operating lease obligations |
|
291,050 |
|
|
|
301,765 |
|
Unearned revenue |
|
28,349 |
|
|
|
26,143 |
|
Pension and postretirement benefits |
|
3,057 |
|
|
|
2,843 |
|
Deferred tax liability – net |
|
165,331 |
|
|
|
169,209 |
|
Multiemployer pension plan withdrawal liability |
|
8,091 |
|
|
|
8,179 |
|
Total liabilities |
|
4,236,630 |
|
|
|
4,187,121 |
|
Equity |
|
|
|
Shareholders’ equity: |
|
|
|
Common shares of beneficial interest, $0.01 par value –
500,000,000 authorized shares; 268,672,465 and 268,282,592 issued
and outstanding at March 31, 2022 and December 31, 2021,
respectively |
|
2,687 |
|
|
|
2,683 |
|
Paid-in capital |
|
5,177,642 |
|
|
|
5,171,690 |
|
Accumulated deficit and distributions in excess of net
earnings |
|
(1,234,875 |
) |
|
|
(1,157,888 |
) |
Accumulated other comprehensive income (loss) |
|
15,926 |
|
|
|
4,522 |
|
Total shareholders’ equity |
|
3,961,380 |
|
|
|
4,021,007 |
|
Noncontrolling interests: |
|
|
|
Noncontrolling interests in operating partnership |
|
9,859 |
|
|
|
8,069 |
|
Total equity |
|
3,971,239 |
|
|
|
4,029,076 |
|
|
|
|
|
Total liabilities and equity |
$ |
8,207,869 |
|
|
$ |
8,216,197 |
|
Americold Realty Trust and Subsidiaries |
Consolidated Statements of Operations (Unaudited) |
(In thousands, except per share amounts) |
|
Three Months Ended March 31, |
|
|
2022 |
|
|
|
2021 |
|
Revenues: |
|
|
|
Rent, storage and warehouse services |
$ |
540,925 |
|
|
$ |
485,451 |
|
Third-party managed services |
|
85,860 |
|
|
|
73,072 |
|
Transportation services |
|
78,910 |
|
|
|
76,272 |
|
Total revenues |
|
705,695 |
|
|
|
634,795 |
|
Operating expenses: |
|
|
|
Rent, storage and warehouse services cost of operations |
|
394,667 |
|
|
|
339,270 |
|
Third-party managed services cost of operations |
|
82,359 |
|
|
|
68,690 |
|
Transportation services cost of operations |
|
70,381 |
|
|
|
69,569 |
|
Depreciation and amortization |
|
82,620 |
|
|
|
77,211 |
|
Selling, general and administrative |
|
57,602 |
|
|
|
45,052 |
|
Acquisition, litigation and other, net |
|
10,075 |
|
|
|
20,751 |
|
Total operating expenses |
|
697,704 |
|
|
|
620,543 |
|
|
|
|
|
Operating income |
|
7,991 |
|
|
|
14,252 |
|
|
|
|
|
Other (expense) income: |
|
|
|
Interest expense |
|
(25,773 |
) |
|
|
(25,956 |
) |
Loss on debt extinguishment, modifications and termination of
derivative instruments |
|
(616 |
) |
|
|
(3,499 |
) |
Other, net |
|
245 |
|
|
|
176 |
|
Loss before income tax benefit
(expense) |
|
(18,153 |
) |
|
|
(15,027 |
) |
Income tax benefit
(expense) |
|
|
|
Current |
|
(1,181 |
) |
|
|
(1,211 |
) |
Deferred |
|
1,889 |
|
|
|
2,002 |
|
Total income tax benefit
(expense) |
|
708 |
|
|
|
791 |
|
|
|
|
|
Net loss |
$ |
(17,445 |
) |
|
$ |
(14,236 |
) |
Net (loss) income attributable
to non controlling interests |
|
(38 |
) |
|
|
178 |
|
Net loss attributable to
Americold Realty Trust |
$ |
(17,407 |
) |
|
$ |
(14,414 |
) |
|
|
|
|
Weighted average common shares
outstanding – basic |
|
269,164 |
|
|
|
252,938 |
|
Weighted average common shares
outstanding – diluted |
|
269,999 |
|
|
|
252,938 |
|
|
|
|
|
Net loss per common share of
beneficial interest - basic |
$ |
(0.06 |
) |
|
$ |
(0.06 |
) |
Net loss per common share of
beneficial interest - diluted |
$ |
(0.06 |
) |
|
$ |
(0.06 |
) |
Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and
AFFO |
(In thousands, except per share amounts - unaudited) |
|
Three Months Ended |
|
Q1 22 |
Q4 21 |
Q3 21 |
Q2 21 |
Q1 21 |
Net (loss) income |
$ |
(17,445 |
) |
$ |
(7,982 |
) |
$ |
5,308 |
|
$ |
(13,399 |
) |
$ |
(14,236 |
) |
Adjustments: |
|
|
|
|
|
Real estate related depreciation |
|
52,200 |
|
|
54,816 |
|
|
48,217 |
|
|
44,871 |
|
|
52,280 |
|
Net loss (gain) on asset disposals |
|
63 |
|
|
65 |
|
|
(1 |
) |
|
(13 |
) |
|
(39 |
) |
Impairment charges on real estate assets |
|
— |
|
|
— |
|
|
224 |
|
|
1,528 |
|
|
— |
|
Our share of reconciling items related to partially owned
entities |
|
1,033 |
|
|
822 |
|
|
463 |
|
|
861 |
|
|
266 |
|
NAREIT Funds from
operations |
$ |
35,851 |
|
$ |
47,721 |
|
$ |
54,211 |
|
$ |
33,848 |
|
$ |
38,271 |
|
Adjustments: |
|
|
|
|
|
Net (gain) loss on sale of non-real estate assets |
|
(235 |
) |
|
861 |
|
|
(171 |
) |
|
(304 |
) |
|
(119 |
) |
Acquisition, litigation and other |
|
10,075 |
|
|
20,567 |
|
|
6,338 |
|
|
3,922 |
|
|
20,751 |
|
Share-based compensation expense, IPO grants |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
163 |
|
Loss on debt extinguishment, modifications and termination of
derivative instruments |
|
616 |
|
|
638 |
|
|
627 |
|
|
925 |
|
|
3,499 |
|
Foreign currency exchange (gain) loss |
|
(325 |
) |
|
294 |
|
|
349 |
|
|
140 |
|
|
(173 |
) |
Our share of reconciling items related to partially owned
entities |
|
347 |
|
|
74 |
|
|
122 |
|
|
89 |
|
|
154 |
|
Core FFO applicable to common
shareholders |
$ |
46,329 |
|
$ |
70,155 |
|
$ |
61,476 |
|
$ |
38,620 |
|
$ |
62,546 |
|
Adjustments: |
|
|
|
|
|
Amortization of deferred financing costs and pension withdrawal
liability |
|
1,146 |
|
|
1,104 |
|
|
1,088 |
|
|
1,085 |
|
|
1,148 |
|
Non-real estate asset impairment |
|
— |
|
|
— |
|
|
1,560 |
|
|
— |
|
|
— |
|
Amortization of below/above market leases |
|
508 |
|
|
843 |
|
|
1,017 |
|
|
362 |
|
|
39 |
|
Straight-line net rent |
|
204 |
|
|
(302 |
) |
|
411 |
|
|
(170 |
) |
|
(155 |
) |
Deferred income tax (benefit) expense |
|
(1,889 |
) |
|
(10,151 |
) |
|
(3,562 |
) |
|
6,568 |
|
|
(2,002 |
) |
Share-based compensation expense, excluding IPO grants |
|
8,349 |
|
|
9,112 |
|
|
4,291 |
|
|
5,467 |
|
|
4,867 |
|
Non-real estate depreciation and amortization |
|
30,420 |
|
|
32,785 |
|
|
22,352 |
|
|
39,588 |
|
|
24,931 |
|
Maintenance capital expenditures(a) |
|
(16,106 |
) |
|
(20,808 |
) |
|
(18,938 |
) |
|
(20,488 |
) |
|
(15,731 |
) |
Our share of reconciling items related to partially owned
entities |
|
(107 |
) |
|
(502 |
) |
|
(100 |
) |
|
711 |
|
|
278 |
|
Adjusted FFO applicable to
common shareholders |
$ |
68,854 |
|
$ |
82,236 |
|
$ |
69,595 |
|
$ |
71,743 |
|
$ |
75,921 |
|
Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and
AFFO (continued) |
(In thousands except per share amounts - unaudited) |
|
Three Months Ended |
|
Q1 22 |
Q4 21 |
Q3 21 |
Q2 21 |
Q1 21 |
|
|
|
|
|
|
NAREIT Funds from operations |
$ |
35,851 |
$ |
47,721 |
$ |
54,211 |
$ |
33,848 |
$ |
38,271 |
Core FFO applicable to common
shareholders |
$ |
46,329 |
$ |
70,155 |
$ |
61,476 |
$ |
38,620 |
$ |
62,546 |
Adjusted FFO applicable to
common shareholders |
$ |
68,854 |
$ |
82,236 |
$ |
69,595 |
$ |
71,743 |
$ |
75,921 |
|
|
|
|
|
|
Reconciliation of
weighted average shares: |
|
|
|
|
|
Weighted average basic shares
for net income calculation |
|
269,164 |
|
267,499 |
|
261,865 |
|
253,213 |
|
252,938 |
Dilutive stock options,
unvested restricted stock units, equity forward contracts |
|
835 |
|
680 |
|
685 |
|
3,544 |
|
3,226 |
Weighted average dilutive
shares |
|
269,999 |
|
268,179 |
|
262,550 |
|
256,757 |
|
256,164 |
|
|
|
|
|
|
NAREIT FFO - basic per
share |
$ |
0.13 |
$ |
0.18 |
$ |
0.21 |
$ |
0.13 |
$ |
0.15 |
NAREIT FFO - diluted per
share |
$ |
0.13 |
$ |
0.18 |
$ |
0.21 |
$ |
0.13 |
$ |
0.15 |
|
|
|
|
|
|
Core FFO - basic per
share |
$ |
0.17 |
$ |
0.26 |
$ |
0.23 |
$ |
0.15 |
$ |
0.25 |
Core FFO - diluted per
share |
$ |
0.17 |
$ |
0.26 |
$ |
0.23 |
$ |
0.15 |
$ |
0.24 |
|
|
|
|
|
|
Adjusted FFO - basic per
share |
$ |
0.26 |
$ |
0.31 |
$ |
0.27 |
$ |
0.28 |
$ |
0.30 |
Adjusted FFO - diluted per
share |
$ |
0.26 |
$ |
0.31 |
$ |
0.27 |
$ |
0.28 |
$ |
0.30 |
Reconciliation of Net (Loss) Income to EBITDA, NAREIT EBITDAre, and
Core EBITDA |
|
(In thousands - unaudited) |
|
|
Three Months Ended |
|
Trailing Twelve Months Ended |
|
Q1 22 |
Q4 21 |
Q3 21 |
Q2 21 |
Q1 21 |
|
Q1 2022 |
Net (loss) income |
$ |
(17,445 |
) |
$ |
(7,982 |
) |
$ |
5,308 |
|
$ |
(13,399 |
) |
$ |
(14,236 |
) |
|
$ |
(33,518 |
) |
Adjustments: |
|
|
|
|
|
|
|
Interest expense |
|
25,773 |
|
|
21,339 |
|
|
25,303 |
|
|
26,579 |
|
|
25,956 |
|
|
|
98,994 |
|
Income tax (benefit) expense |
|
(708 |
) |
|
(9,526 |
) |
|
(226 |
) |
|
8,974 |
|
|
(791 |
) |
|
|
(1,486 |
) |
Depreciation and amortization |
|
82,620 |
|
|
87,601 |
|
|
70,569 |
|
|
84,459 |
|
|
77,211 |
|
|
|
325,249 |
|
EBITDA |
$ |
90,240 |
|
$ |
91,432 |
|
$ |
100,954 |
|
$ |
106,613 |
|
$ |
88,140 |
|
|
$ |
389,239 |
|
Adjustments: |
|
|
|
|
|
|
|
Adjustment to reflect share of EBITDAre of partially owned
entities |
|
3,198 |
|
|
4,625 |
|
|
1,854 |
|
|
1,838 |
|
|
649 |
|
|
|
11,515 |
|
NAREIT EBITDAre |
$ |
93,438 |
|
$ |
96,057 |
|
$ |
102,808 |
|
$ |
108,451 |
|
$ |
88,789 |
|
|
$ |
400,754 |
|
Adjustments: |
|
|
|
|
|
|
|
Acquisition, litigation and other |
|
10,075 |
|
|
20,567 |
|
|
6,338 |
|
|
3,922 |
|
|
20,751 |
|
|
|
40,902 |
|
Loss from investments in partially owned entities |
|
2,112 |
|
|
753 |
|
|
490 |
|
|
61 |
|
|
700 |
|
|
|
3,416 |
|
Asset impairment |
|
— |
|
|
— |
|
|
1,784 |
|
|
1,528 |
|
|
— |
|
|
|
3,312 |
|
Foreign currency exchange (gain) loss |
|
(325 |
) |
|
294 |
|
|
349 |
|
|
140 |
|
|
(173 |
) |
|
|
458 |
|
Share-based compensation expense |
|
8,349 |
|
|
9,112 |
|
|
4,291 |
|
|
5,467 |
|
|
5,030 |
|
|
|
27,219 |
|
Loss on debt extinguishment, modifications and termination of
derivative instruments |
|
616 |
|
|
638 |
|
|
627 |
|
|
925 |
|
|
3,499 |
|
|
|
2,806 |
|
(Gain) loss on real estate and other asset disposals |
|
(172 |
) |
|
926 |
|
|
(172 |
) |
|
(317 |
) |
|
(158 |
) |
|
|
265 |
|
Reduction in EBITDAre from partially owned entities |
|
(3,198 |
) |
|
(4,625 |
) |
|
(1,854 |
) |
|
(1,838 |
) |
|
(649 |
) |
|
|
(11,515 |
) |
Core EBITDA |
$ |
110,895 |
|
$ |
123,722 |
|
$ |
114,661 |
|
$ |
118,339 |
|
$ |
117,789 |
|
|
$ |
467,617 |
|
(a) |
Maintenance capital expenditures
include capital expenditures made to extend the life of, and
provide future economic benefit from, our existing
temperature-controlled warehouse network and its existing
supporting personal property and information technology. |
Revenue and Contribution (NOI) by Segment |
(in thousands - unaudited) |
|
Three Months Ended March 31, |
|
|
2022 |
|
|
|
2021 |
|
Segment revenues: |
|
|
|
Warehouse |
$ |
540,925 |
|
|
$ |
485,451 |
|
Third-party managed |
|
85,860 |
|
|
|
73,072 |
|
Transportation |
|
78,910 |
|
|
|
76,272 |
|
Total revenues |
|
705,695 |
|
|
|
634,795 |
|
|
|
|
|
Segment contribution
(NOI): |
|
|
|
Warehouse |
|
146,258 |
|
|
|
146,181 |
|
Third-party managed |
|
3,501 |
|
|
|
4,382 |
|
Transportation |
|
8,529 |
|
|
|
6,703 |
|
Total segment contribution (NOI) |
|
158,288 |
|
|
|
157,266 |
|
|
|
|
|
Reconciling items: |
|
|
|
Depreciation and
amortization |
|
(82,620 |
) |
|
|
(77,211 |
) |
Selling, general and
administrative |
|
(57,602 |
) |
|
|
(45,052 |
) |
Acquisition, litigation and
other, net |
|
(10,075 |
) |
|
|
(20,751 |
) |
Interest expense |
|
(25,773 |
) |
|
|
(25,956 |
) |
Loss on debt extinguishment,
modifications and termination of derivative instruments |
|
(616 |
) |
|
|
(3,499 |
) |
Other, net |
|
245 |
|
|
|
176 |
|
Loss before income tax benefit (expense) |
$ |
(18,153 |
) |
|
$ |
(15,027 |
) |
We view and manage our business through three
primary business segments—warehouse, third-party managed and
transportation. Our core business is our warehouse segment, where
we provide temperature-controlled warehouse storage and related
handling and other warehouse services. In our warehouse segment, we
collect rent and storage fees from customers to store their frozen
and perishable food and other products within our real estate
portfolio. We also provide our customers with handling and other
warehouse services related to the products stored in our buildings
that are designed to optimize their movement through the cold
chain, such as the placement of food products for storage and
preservation, the retrieval of products from storage upon customer
request, blast freezing, case-picking, kitting and repackaging and
other recurring handling services.
Under our third-party managed segment, we manage
warehouses on behalf of third parties and provide warehouse
management services to several leading food retailers and
manufacturers in customer-owned facilities, including some of our
largest and longest-standing customers. We believe using our
third-party management services allows our customers to increase
efficiency, reduce costs, reduce supply-chain risks and focus on
their core businesses. We also believe that providing third-party
management services to many of our key customers underscores our
ability to offer a complete and integrated suite of services across
the cold chain.
In our transportation segment, we broker and
manage transportation of frozen and perishable food and other
products for our customers. Our transportation services include
consolidation services (i.e., consolidating a customer’s products
with those of other customers for more efficient shipment), freight
under management services (i.e., arranging for and overseeing
transportation of customer inventory) and dedicated transportation
services, each designed to improve efficiency and reduce
transportation and logistics costs to our customers. We provide
these transportation services at cost plus a service fee or, in the
case of our consolidation services, we charge a fixed fee.
Notes and Definitions |
We calculate funds from operations, or FFO, in accordance with the
standards established by the Board of Governors of the National
Association of Real Estate Investment Trusts, or NAREIT. NAREIT
defines FFO as net income or loss determined in accordance with
U.S. GAAP, excluding extraordinary items as defined under
U.S. GAAP and gains or losses from sales of previously
depreciated operating real estate assets, plus specified non-cash
items, such as real estate asset depreciation and amortization,
real estate asset impairment and our share of reconciling items for
partially owned entities. We believe that FFO is helpful to
investors as a supplemental performance measure because it excludes
the effect of depreciation, amortization and gains or losses from
sales of real estate, all of which are based on historical costs,
which implicitly assumes that the value of real estate diminishes
predictably over time. Since real estate values instead have
historically risen or fallen with market conditions, FFO can
facilitate comparisons of operating performance between periods and
among other equity REITs. |
|
We calculate core funds from operations, or Core FFO, as FFO
adjusted for the effects of gain or loss on the sale of non-real
estate assets, acquisition, litigation and other, net, share-based
compensation expense for the IPO retention grants, loss on debt
extinguishment, modifications and termination of derivative
instruments and foreign currency exchange gain or loss. We also
adjust for the impact of Core FFO attributable to partially owned
entities. We have elected to reflect our share of Core FFO
attributable to partially owned entities since the Brazil joint
ventures are strategic partnerships which we continue to actively
participate in on an ongoing basis. The previous joint venture, the
China JV, was considered for disposition during the periods
presented. We believe that Core FFO is helpful to investors as a
supplemental performance measure because it excludes the effects of
certain items which can create significant earnings volatility, but
which do not directly relate to our core business operations. We
believe Core FFO can facilitate comparisons of operating
performance between periods, while also providing a more meaningful
predictor of future earnings potential. |
|
However, because FFO and Core FFO add back real estate depreciation
and amortization and do not capture the level of maintenance
capital expenditures necessary to maintain the operating
performance of our properties, both of which have material economic
impacts on our results from operations, we believe the utility of
FFO and Core FFO as a measure of our performance may be
limited. |
|
We calculate adjusted funds from operations, or Adjusted FFO, as
Core FFO adjusted for the effects of amortization of deferred
financing costs and pension withdrawal liability, non-real estate
asset impairment, amortization of above or below market leases,
straight-line net rent, provision or benefit from deferred income
taxes, share-based compensation expense, excluding IPO grants,
non-real estate depreciation and amortization, and maintenance
capital expenditures. We also adjust for AFFO attributable to our
share of reconciling items of partially owned entities. We believe
that Adjusted FFO is helpful to investors as a meaningful
supplemental comparative performance measure of our ability to make
incremental capital investments in our business and to assess our
ability to fund distribution requirements from our operating
activities. |
|
FFO, Core FFO and Adjusted FFO are used by management, investors
and industry analysts as supplemental measures of operating
performance of equity REITs. FFO, Core FFO and Adjusted FFO should
be evaluated along with U.S. GAAP net income and net income
per diluted share (the most directly comparable U.S. GAAP
measures) in evaluating our operating performance. FFO, Core FFO
and Adjusted FFO do not represent net income or cash flows from
operating activities in accordance with U.S. GAAP and are not
indicative of our results of operations or cash flows from
operating activities as disclosed in our consolidated statements of
operations included in our annual and quarterly reports. FFO, Core
FFO and Adjusted FFO should be considered as supplements, but not
alternatives, to our net income or cash flows from operating
activities as indicators of our operating performance. Moreover,
other REITs may not calculate FFO in accordance with the NAREIT
definition or may interpret the NAREIT definition differently than
we do. Accordingly, our FFO may not be comparable to FFO as
calculated by other REITs. In addition, there is no industry
definition of Core FFO or Adjusted FFO and, as a result, other
REITs may also calculate Core FFO or Adjusted FFO, or other
similarly-captioned metrics, in a manner different than we do. The
table above reconciles FFO, Core FFO and Adjusted FFO to net
income, which is the most directly comparable financial measure
calculated in accordance with U.S. GAAP. |
|
We calculate EBITDA for Real Estate, or EBITDAre, in accordance
with the standards established by the Board of Governors of NAREIT,
defined as, earnings before interest expense, taxes, depreciation
and amortization and adjustment to reflect our share of EBITDAre of
partially owned entities. EBITDAre is a measure commonly used in
our industry, and we present EBITDAre to enhance investor
understanding of our operating performance. We believe that
EBITDAre provides investors and analysts with a measure of
operating results unaffected by differences in capital structures,
capital investment cycles and useful life of related assets among
otherwise comparable companies. |
|
We also calculate our Core EBITDA as EBITDAre further adjusted for
acquisition, litigation and other, net, loss or income from
investments in partially owned entities, asset impairment, foreign
currency exchange gain or loss, share-based compensation expense,
loss on debt extinguishment, modifications and termination of
derivative instruments, loss or gain on real estate and asset
disposals and reduction in EBITDAre from partially owned entities.
We believe that the presentation of Core EBITDA provides a
measurement of our operations that is meaningful to investors
because it excludes the effects of certain items that are otherwise
included in EBITDA but which we do not believe are indicative of
our core business operations. EBITDA and Core EBITDA are not
measurements of financial performance under U.S. GAAP, and our
EBITDA and Core EBITDA may not be comparable to similarly titled
measures of other companies. You should not consider our EBITDA and
Core EBITDA as alternatives to net income or cash flows from
operating activities determined in accordance with U.S. GAAP. Our
calculations of EBITDA and Core EBITDA have limitations as
analytical tools, including: |
- these measures do not reflect our
historical or future cash requirements for maintenance capital
expenditures or growth and expansion capital expenditures;
- these measures do not reflect
changes in, or cash requirements for, our working capital
needs;
- these measures do not reflect the
interest expense, or the cash requirements necessary to service
interest or principal payments, on our indebtedness;
- these measures do not reflect our
tax expense or the cash requirements to pay our taxes; and
- although
depreciation and amortization are non-cash charges, the assets
being depreciated will often have to be replaced in the future and
these measures do not reflect any cash requirements for such
replacements.
We use Core EBITDA and EBITDAre as measures of our operating
performance and not as measures of liquidity. The table on
page 19 of our financial supplement reconciles EBITDA, EBITDAre and
Core EBITDA to net income, which is the most directly comparable
financial measure calculated in accordance with U.S. GAAP. |
|
We define our “same store” population once a year at the beginning
of the current calendar year. Our same store population includes
properties that were owned or leased for the entirety of two
comparable periods and that have reported at least twelve months of
consecutive normalized operations prior to January 1 of the prior
calendar year. We define “normalized operations” as properties that
have been open for operation or lease after development or
significant modification, including the expansion of a warehouse
footprint or a warehouse rehabilitation subsequent to an event,
such as a natural disaster or similar event causing disruption to
operations. In addition, our definition of “normalized
operations” takes into account changes in the ownership structure
(e.g., purchase of acquired properties will be included in the
“same store” population if owned by us as of the first business day
of each year, of the prior calendar year and 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 entering development subsequent
to the beginning of the current calendar year. As such, the “same
store” population for the period ended March 31, 2022 includes all
properties that we owned at January 3, which had both been owned
and had reached “normalized operations” by January 3, 2022. |
|
We calculate “same store revenue” as revenues for the same store
population. We calculate “same store contribution (NOI)” as
revenues for the same store population less its cost of operations
(excluding any depreciation and amortization, impairment charges,
corporate-level selling, general and administrative expenses,
corporate-level acquisition, litigation and other, net and gain or
loss on sale of real estate). In order to derive an appropriate
measure of period-to-period operating performance, we also
calculate our same store contribution (NOI) on a constant currency
basis to remove the effects of foreign currency exchange rate
movements by using the comparable prior period exchange rate to
translate from local currency into U.S. dollars for both periods.
We evaluate the performance of the warehouses we own or lease using
a “same store” analysis, and we believe that same store
contribution (NOI) is helpful to investors as a supplemental
performance measure because it includes the operating performance
from the population of properties that is consistent from period to
period and also on a constant currency basis, thereby eliminating
the effects of changes in the composition of our warehouse
portfolio and currency fluctuations on performance measures. Same
store contribution (NOI) is 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 contribution (NOI) in a manner consistent with our definition
or calculation. Same store contribution (NOI) should be considered
as a supplement, but not as an alternative, to our results
calculated in accordance with U.S. GAAP. The tables beginning on
page 30 provides reconciliations for same store revenues and same
store contribution (NOI). |
|
We define “maintenance capital expenditures” as capital
expenditures made to extend the life of, and provide future
economic benefit from, our existing temperature-controlled
warehouse network and its existing supporting personal property and
information technology. Maintenance capital expenditures include
capital expenditures made to extend the life of, and provide future
economic benefit from, our existing temperature-controlled
warehouse network and its existing supporting personal property and
information technology. Maintenance capital expenditures do not
include acquisition costs contemplated when underwriting the
purchase of a building or costs which are incurred to bring a
building up to Americold’s operating standards. See the tables on
page 28 for additional information regarding our maintenance
capital expenditures. |
|
We define “total real estate debt” as the aggregate of the
following: mortgage notes, senior unsecured notes, term loans and
borrowings under our revolving line of credit. We define “total
debt outstanding” as the aggregate of the following: total real
estate debt, sale-leaseback financing obligations and financing
lease obligations. See the tables on page 20 for additional
information regarding our indebtedness. |
|
All quarterly amounts and non-GAAP disclosures within this filing
shall be deemed unaudited. |
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