Americold Realty Trust, Inc. (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 second quarter ended June 30, 2022.

Second Quarter 2022 Highlights

  • Total revenue increased 11.5% to $729.8 million.
  • Total NOI increased 8.3% to $168.3 million.
  • Core EBITDA increased 1.6% on an actual basis to $120.2 million., and increased 3.5% on a constant currency basis.
  • Net income of $4.0 million, or $0.01 income per diluted common share.
  • Core FFO of $65.4 million, or $0.24 per diluted common share.
  • AFFO of $73.9 million, or $0.27 per diluted common share.
  • Global Warehouse segment revenue increased 12.0% to $564.4 million.
  • Global Warehouse segment NOI increased 4.6% to $151.0 million.
  • Global Warehouse segment same store revenue increased 5.9%, or 8.1% on a constant currency basis, Global Warehouse segment same store NOI increased by 1.6%, or 3.1% on a constant currency basis.
  • On April 28, we completed the purchase of our previously leased Gdynia, Poland facility for €6.6 million.
  • On June 2, we executed a joint venture agreement contributing our Chilean operations (valued at $37 million) in exchange for a 15% ownership stake in the LATAM JV. Upon deconsolidation, we recognized a $4.1 million loss as a component of ‘Other, net’.
  • On June 21, we announced the grand opening of our Dunkirk, NY build-to-suit facility for approximately $36 million.

Year to Date 2022 Highlights

  • Total revenue increased 11.3% to $1.4 billion.
  • Total NOI increased 4.5% to $326.6 million.
  • Core EBITDA decreased 2.1% to $231.1 million, or 0.6% on a constant currency basis.
  • Net loss of $13.5 million, or $0.05 loss per diluted common share.
  • Core FFO of $111.7 million, or $0.41 per diluted common share.
  • AFFO of $142.7 million, or $0.53 per diluted common share.
  • Global Warehouse segment revenue increased 11.7% to $1.1 billion.
  • Global Warehouse segment NOI increased 2.3% to $297.2 million.
  • Global Warehouse segment same store revenue increased 5.2%, or 7.0% on a constant currency basis, Global Warehouse segment same store NOI decreased 1.6%, or 0.4% on a constant currency basis.

Subsequent Event Highlights

  • On July 1, we completed the acquisition of De Bruyn Cold Storage Pty Ltd, consisting of a facility in Tasmania, Australia for approximately A$24.9 million.
  • On August 1, we completed the purchase of our previously leased Christchurch, New Zealand facility for N$18 million (inclusive of N$5 million renovation).

Second Quarter 2022 Total Company Financial ResultsTotal revenue for the second quarter of 2022 was $729.8 million, an 11.5% increase from the same quarter of the prior year. This growth was driven by our pricing initiative and rate escalations in both the warehouse and transportation segments, higher economic occupancy in our warehouse segment, the incremental revenue from acquisitions, including warehouse and transportation operations, and our recently completed expansion and development projects. This was partially offset by a slight decline in throughput in our global warehouse same store pool, as well as unfavorable foreign currency translation as the USD strengthened against the currencies of our foreign subsidiaries.

Total NOI for the second quarter of 2022 was $168.3 million, an increase of 8.3% from the same quarter of the prior year. This increase is a result of the same factors driving the increase in revenue mentioned above, partially offset by inflationary pressure, which continues to impact nearly all cost categories across our global portfolio, and labor inefficiencies.

Core EBITDA was $120.2 million for the second quarter of 2022, compared to $118.3 million for the same quarter of the prior year. This reflects a 1.6% increase over prior year on an actual basis, and 3.5% on a constant currency basis. The increase is due to the same factors driving the increase in NOI and revenue mentioned above, partially offset by an increase in selling, general and administrative costs.

For the second quarter of 2022, the Company reported net income of $4.0 million, or $0.01 per diluted share, compared to net loss of $13.4 million, or $0.05 loss per diluted share, for the same quarter of the prior year.

For the second quarter of 2022, Core FFO was $65.4 million, or $0.24 per diluted share, compared to $38.6 million, or $0.15 per diluted share, for the same quarter of the prior year.

For the second quarter of 2022, AFFO was $73.9 million, or $0.27 per diluted share, compared to $71.7 million, or $0.28 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.

Second Quarter 2022 Global Warehouse Segment ResultsFor the second quarter of 2022, Global Warehouse segment revenue was $564.4 million, an increase of $60.6 million, or 12.0%, compared to $503.7 million for the second quarter of 2021. This growth was driven by our pricing initiative and rate escalations, higher economic occupancy as compared to 2021, incremental revenue from acquisitions, and recently completed development projects. This was partially offset by the unfavorable impact of foreign currency translation and slightly lower throughput in our same store pool.

Global Warehouse segment NOI was $151.0 million for the second quarter of 2022 as compared to $144.4 million for the second quarter of 2021. Global Warehouse segment NOI increased period-over-period due to the drivers of warehouse revenue increase mentioned above, offset by the impact of inflationary pressures across our portfolio, start-up costs for our developments, labor inefficiencies, and the unfavorable impact of foreign currency translation. Global Warehouse segment margin was 26.8% for the second quarter of 2022, a 191 basis point decrease compared to the same quarter of the prior year.

We had 213 same store warehouses for the three and six months ended June 30, 2022. The following table presents revenues, cost of operations, contribution (NOI) and margins for our same store and non-same store warehouses with a reconciliation to the total financial metrics of our warehouse segment for the three and six months ended June 30, 2022. Results related to the acquisitions of Bowman Stores, ColdCo, KMT Brrr!, Lago Cold Stores, Liberty Freezers and Newark Facility Management, one recently leased warehouse in Australia, a recently constructed facility in Denver purchased in November 2021, a leased facility which we purchased during the second quarter of 2022, as well as certain expansion and development projects not yet stabilized are reflected within non-same store results.

  Three Months Ended June 30,   Change
Dollars and units in thousands, except per pallet data 2022 Actual   2022 ConstantCurrency(1)   2021 actual   Actual   ConstantCurrency
                   
TOTAL WAREHOUSE SEGMENT                  
Number of total warehouses(2)   240           237     n/a     n/a  
Global Warehouse revenue:                  
Rent and storage $ 242,351     $ 247,225     $ 212,277     14.2 %   16.5 %
Warehouse services   322,028       329,225       291,457     10.5 %   13.0 %
Total revenue $ 564,379     $ 576,450     $ 503,734     12.0 %   14.4 %
Global Warehouse contribution (NOI) $ 150,985     $ 153,606     $ 144,379     4.6 %   6.4 %
Global Warehouse margin   26.8 %     26.6 %     28.7 %   -191 bps     -201 bps  
                   
Global Warehouse rent and storage metrics:                  
Average economic occupied pallets   4,204     n/a       3,944     6.6 %   n/a  
Average physical occupied pallets   3,883     n/a       3,607     7.7 %   n/a  
Average physical pallet positions   5,432     n/a       5,241     3.6 %   n/a  
Economic occupancy percentage   77.4 %   n/a       75.2 %   214 bps     n/a  
Physical occupancy percentage   71.5 %   n/a       68.8 %   267 bps     n/a  
Total rent and storage revenue per economic occupied pallet $ 57.64     $ 58.80     $ 53.82     7.1 %   9.3 %
Total rent and storage revenue per physical occupied pallet $ 62.41     $ 63.66     $ 58.85     6.0 %   8.2 %
Global Warehouse services metrics:                  
Throughput pallets   10,055       n/a       9,919     1.4 %   n/a  
Total warehouse services revenue per throughput pallet $ 32.03     $ 32.74     $ 29.38     9.0 %   11.4 %
                   
SAME STORE WAREHOUSE                  
Number of same store warehouses   213           213     n/a     n/a  
Global Warehouse same store revenue:                  
Rent and storage $ 211,562     $ 215,439     $ 194,608     8.7 %   10.7 %
Warehouse services   286,634       293,008       275,843     3.9 %   6.2 %
Total same store revenue $ 498,196     $ 508,447     $ 470,451     5.9 %   8.1 %
Global Warehouse same store contribution (NOI) $ 144,128     $ 146,300     $ 141,878     1.6 %   3.1 %
Global Warehouse same store margin   28.9 %     28.8 %     30.2 %   -123 bps     -138 bps  
                   
Global Warehouse same store rent and storage metrics:                  
Average economic occupied pallets   3,798       n/a       3,656     3.9 %   n/a  
Average physical occupied pallets   3,503       n/a       3,343     4.8 %   n/a  
Average physical pallet positions   4,860       n/a       4,859     %   n/a  
Economic occupancy percentage   78.1 %     n/a       75.3 %   288 bps     n/a  
Physical occupancy percentage   72.1 %     n/a       68.8 %   328 bps     n/a  
Same store rent and storage revenue per economic occupied pallet $ 55.71     $ 56.73     $ 53.23     4.7 %   6.6 %
Same store rent and storage revenue per physical occupied pallet $ 60.39     $ 61.49     $ 58.22     3.7 %   5.6 %
Global Warehouse same store services metrics:                  
Throughput pallets   9,032       n/a       9,171     (1.5 )%   n/a  
Same store warehouse services revenue per throughput pallet $ 31.74     $ 32.44     $ 30.08     5.5 %   7.9 %
  Three Months Ended June 30,   Change
Dollars and units in thousands, except per pallet data 2022 Actual   2022 ConstantCurrency(1)   2021 actual   Actual   ConstantCurrency
                   
                   
NON-SAME STORE WAREHOUSE                  
Number of non-same store warehouses(3)   27           24     n/a   n/a
Global Warehouse non-same store revenue:                  
Rent and storage $ 30,789     $ 31,786     $ 17,669     n/r   n/r
Warehouse services   35,394       36,217       15,614     n/r   n/r
Total non-same store revenue $ 66,183     $ 68,003     $ 33,283     n/r   n/r
Global Warehouse non-same store contribution (NOI) $ 6,857     $ 7,306     $ 2,501     n/r   n/r
Global Warehouse non-same store margin   10.4 %     10.7 %     7.5 %   n/r   n/r
                   
Global Warehouse non-same store rent and storage metrics:                
Average economic occupied pallets   407       n/a       288     n/r   n/a
Average physical occupied pallets   380       n/a       264     n/r   n/a
Average physical pallet positions   572       n/a       383     n/r   n/a
Economic occupancy percentage   71.1 %     n/a       75.2 %   n/r   n/a
Physical occupancy percentage   66.4 %     n/a       69.0 %   n/r   n/a
Non-same store rent and storage revenue per economic occupied pallet $ 75.74     $ 78.19     $ 61.39     n/r   n/r
Non-same store rent and storage revenue per physical occupied pallet $ 81.03     $ 83.66     $ 66.92     n/r   n/r
Global Warehouse non-same store services metrics:                  
Throughput pallets   1,023       n/a       748     n/r   n/a
Non-same store warehouse services revenue per throughput pallet $ 34.59     $ 35.40     $ 20.87     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 three warehouses acquired through the Lago acquisition on November 15, 2021 (including one leased facility from the Lago Cold Stores acquisition that 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 four warehouses acquired through the Liberty acquisition on March 1, 2021 (including one leased facility that was exited upon expiration during the third quarter of 2022). The results of these acquisitions are reflected in the results above since date of ownership.(3) Non-same store warehouse count of 27 includes one recently leased warehouse in Australia, one recently constructed facility in Denver that we purchased in November 2021, one facility previously leased that we bought during the second quarter of 2022, three warehouses acquired through the Lago Cold Stores acquisition on November 15, 2021 (including one leased facility that 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,four remaining warehouses acquired through the Liberty Freezers acquisition on March 1, 2021 (including one leased facility that was exited during the third quarter of 2021), 12 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 the facilities exited are included in the results above, and the results of these acquisitions are reflected in the results above since date of ownership. (n/a = not applicable)(n/r = not relevant)

  Six Months Ended June 30,   Change
Dollars and units in thousands, except per pallet data 2022 Actual   2022 ConstantCurrency(1)   2021 actual   Actual   ConstantCurrency
                   
TOTAL WAREHOUSE SEGMENT                  
Number of total warehouses(2)   240           237     n/a     n/a  
Global Warehouse revenue:                  
Rent and storage $ 472,108     $ 479,670     $ 417,553     13.1 %   14.9 %
Warehouse services   633,196       645,502       571,632     10.8 %   12.9 %
Total revenue $ 1,105,304     $ 1,125,172     $ 989,185     11.7 %   13.7 %
Global Warehouse contribution (NOI) $ 297,243     $ 301,565     $ 290,560     2.3 %   3.8 %
Global Warehouse margin   26.9 %     26.8 %     29.4 %   -248 bps     -257 bps  
                   
Global Warehouse rent and storage metrics:                  
Average economic occupied pallets   4,190       n/a       3,961     5.8 %   n/a  
Average physical occupied pallets   3,844       n/a       3,617     6.3 %   n/a  
Average physical pallet positions   5,435       n/a       5,200     4.5 %   n/a  
Economic occupancy percentage   77.1 %     n/a       76.2 %   92 bps     n/a  
Physical occupancy percentage   70.7 %     n/a       69.6 %   117 bps     n/a  
Total rent and storage revenue per economic occupied pallet $ 112.69     $ 114.49     $ 105.42     6.9 %   8.6 %
Total rent and storage revenue per physical occupied pallet $ 122.82     $ 124.79     $ 115.44     6.4 %   8.1 %
Global Warehouse services metrics:                  
Throughput pallets   19,914       n/a       19,449     2.4 %   n/a  
Total warehouse services revenue per throughput pallet $ 31.80     $ 32.41     $ 29.39     8.2 %   10.3 %
                   
SAME STORE WAREHOUSE                  
Number of same store warehouses   213           213     n/a     n/a  
Global Warehouse same store revenue:                  
Rent and storage $ 413,868     $ 419,875     $ 387,000     6.9 %   8.5 %
Warehouse services   564,742       575,799       543,160     4.0 %   6.0 %
Total same store revenue $ 978,610     $ 995,674     $ 930,160     5.2 %   7.0 %
Global Warehouse same store contribution (NOI) $ 282,052     $ 285,643     $ 286,707     (1.6 )%   (0.4 )%
Global Warehouse same store margin   28.8 %     28.7 %     30.8 %   -200 bps     -214 bps  
                   
Global Warehouse same store rent and storage metrics:                  
Average economic occupied pallets   3,785       n/a       3,700     2.3 %   n/a  
Average physical occupied pallets   3,468       n/a       3,380     2.6 %   n/a  
Average physical pallet positions   4,865       n/a       4,852     0.3 %   n/a  
Economic occupancy percentage   77.8 %     n/a       76.3 %   156 bps     n/a  
Physical occupancy percentage   71.3 %     n/a       69.7 %   162 bps     n/a  
Same store rent and storage revenue per economic occupied pallet $ 109.34     $ 110.93     $ 104.60     4.5 %   6.0 %
Same store rent and storage revenue per physical occupied pallet $ 119.35     $ 121.08     $ 114.49     4.2 %   5.8 %
Global Warehouse same store services metrics:                  
Throughput pallets   17,885       n/a       18,077     (1.1 )%   n/a  
Same store warehouse services revenue per throughput pallet $ 31.58     $ 32.19     $ 30.05     5.1 %   7.1 %
  Six Months Ended June 30,   Change
Dollars and units in thousands, except per pallet data 2022 Actual   2022 ConstantCurrency(1)   2021 actual   Actual   ConstantCurrency
                   
                   
NON-SAME STORE WAREHOUSE                  
Number of non-same store warehouses(3)   27           24     n/a   n/a
Global Warehouse non-same store revenue:                  
Rent and storage $ 58,240     $ 59,795     $ 30,552     n/r   n/r
Warehouse services   68,454       69,704       28,473     n/r   n/r
Total non-same store revenue $ 126,694     $ 129,499     $ 59,025     n/r   n/r
Global Warehouse non-same store contribution (NOI) $ 15,191     $ 15,923     $ 3,853     n/r   n/r
Global Warehouse non-same store margin   12.0 %     12.3 %     6.5 %   n/r   n/r
                   
Global Warehouse non-same store rent and storage metrics:                
Average economic occupied pallets   404       n/a       261     n/r   n/a
Average physical occupied pallets   376       n/a       237     n/r   n/a
Average physical pallet positions   570       n/a       348     n/r   n/a
Economic occupancy percentage   70.9 %     n/a       75.0 %   n/r   n/a
Physical occupancy percentage   66.0 %     n/a       68.1 %   n/r   n/a
Non-same store rent and storage revenue per economic occupied pallet $ 144.02     $ 147.87     $ 117.01     n/r   n/r
Non-same store rent and storage revenue per physical occupied pallet $ 154.83     $ 158.97     $ 128.93     n/r   n/r
Global Warehouse non-same store services metrics:                  
Throughput pallets   2,029       n/a       1,372     n/r   n/a
Non-same store warehouse services revenue per throughput pallet $ 33.73     $ 34.35     $ 20.75     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 three warehouses acquired through the Lago acquisition on November 15, 2021 (including one leased facility from the Lago Cold Stores acquisition that 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 four warehouses acquired through the Liberty acquisition on March 1, 2021 (including one leased facility that was exited upon expiration during the third quarter of 2022). The results of these acquisitions are reflected in the results above since date of ownership.(3) Non-same store warehouse count of 27 includes one recently leased warehouse in Australia, one recently constructed facility in Denver that we purchased in November 2021, one facility previously leased that we bought during the second quarter of 2022, three warehouses acquired through the Lago Cold Stores acquisition on November 15, 2021 (including one leased facility that 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,four remaining warehouses acquired through the Liberty Freezers acquisition on March 1, 2021 (including one leased facility that was exited during the third quarter of 2021), 12 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 the facilities exited are included in the results above, and the results of these acquisitions are reflected in the results above since date of ownership. (n/a = not applicable)

Fixed Commitment Rent and Storage RevenueAs of June 30, 2022, $379.3 million of the Company’s annualized rent and storage revenue were derived from customers with fixed commitment storage contracts. This compares to $367.4 million at the end of the first quarter of 2022 and $333.0 million at the end of the second 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, 40.5% 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 second quarter of 2022, economic occupancy for the total warehouse segment was 77.4% and warehouse segment same store pool was 78.1%, representing a 591 basis point and 606 basis point increase above physical occupancy, respectively. Economic occupancy for the total warehouse segment increased 214 basis points, and the warehouse segment same store pool increased 288 basis points as compared to the second quarter of 2021. The growth in occupancy reflects improvement in the labor market, which increased our customers’ food production levels. This was paired with a slight slow-down in end-consumer demand as a result of the rising cost of food, which also positively impacted our holdings.

Real Estate Portfolio As of June 30, 2022, the Company’s portfolio consists of 249 facilities. The Company ended the second quarter of 2022 with 240 facilities in its Global Warehouse segment portfolio and nine facilities in its Third-party managed segment. The same store population consists of 213 facilities for the quarter ended June 30, 2022. The remaining 27 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, 12 facilities in expansion or redevelopment, a facility we previously leased and purchased during the second quarter of 2022 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 June 30, 2022, the Company had total liquidity of approximately $596.9 million, including cash and capacity on its revolving credit facility. Total debt outstanding was $3.2 billion (inclusive of $267.3 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 $3.0 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 5.5 years and carries a weighted average contractual interest rate of 3.23%. As of June 30, 2022, 70% of the Company’s total debt outstanding was at a fixed rate.

DividendOn May 17, 2022, the Company’s Board of Directors declared a dividend of $0.22 per share for the second quarter of 2022, which was paid on July 15, 2022 to common stockholders of record as of June 30, 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 45 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, August 4, 2022 at 5:00 p.m. Eastern Time to discuss its second 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 1-855-327-6837 or 1-631-891-4304. The telephone replay can be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and providing the conference ID# 10019561. The telephone replay will be available starting shortly after the call until August 18, 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 46, 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 targeted completion dates and 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 stockholders to replace our directors and affect the price of our common stock, $0.01 par value per share, of our common stock; and the potential dilutive effect of our common stock 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 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, 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 Trust, Inc.Investor Relations Telephone: 678-459-1959Email: investor.relations@americold.com

 
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
(In thousands, except shares and per share amounts)
  June 30,   December 31,
  2022   2021
Assets      
Property, buildings and equipment:      
Land $ 780,381     $ 807,495  
Buildings and improvements   4,150,724       4,152,763  
Machinery and equipment   1,360,551       1,352,399  
Assets under construction   533,028       450,153  
    6,824,684       6,762,810  
Accumulated depreciation   (1,765,611 )     (1,634,909 )
Property, buildings and equipment – net   5,059,073       5,127,901  
       
Operating lease right-of-use assets   367,774       377,536  
Accumulated depreciation – operating leases   (68,987 )     (57,483 )
Operating leases – net   298,787       320,053  
       
Financing leases:      
Buildings and improvements   13,549       13,552  
Machinery and equipment   137,421       146,341  
    150,970       159,893  
Accumulated depreciation – financing leases   (55,355 )     (58,165 )
Financing leases – net   95,615       101,728  
Cash, cash equivalents and restricted cash   74,616       82,958  
Accounts receivable – net of allowance of $10,523 and $18,755 at June 30, 2022 and December 31, 2021, respectively   408,090       380,014  
Identifiable intangible assets – net   944,058       980,966  
Goodwill   1,040,746       1,072,980  
Investments in partially owned entities   72,505       37,458  
Other assets   141,836       112,139  
Total assets $ 8,135,326     $ 8,216,197  
Liabilities and equity      
Liabilities:      
Borrowings under revolving line of credit $ 584,330     $ 399,314  
Accounts payable and accrued expenses   554,601       559,412  
Mortgage notes, senior unsecured notes and term loans – net of deferred financing costs of $9,934 and $11,050 in the aggregate, at June 30, 2022 and December 31, 2021, respectively   2,361,487       2,443,806  
Sale-leaseback financing obligations   175,340       178,817  
Financing lease obligations   91,926       97,633  
Operating lease obligations   282,990       301,765  
Unearned revenue   30,670       26,143  
Pension and postretirement benefits   3,051       2,843  
Deferred tax liability – net   143,340       169,209  
Multiemployer pension plan withdrawal liability   8,011       8,179  
Total liabilities   4,235,746       4,187,121  
Equity      
Stockholders’ equity:      
Common stock, $0.01 par value – 500,000,000 authorized shares; 269,290,641 and 268,282,592 issued and outstanding at June 30, 2022 and December 31, 2021, respectively   2,693       2,683  
Paid-in capital   5,182,309       5,171,690  
Accumulated deficit and distributions in excess of net earnings   (1,290,511 )     (1,157,888 )
Accumulated other comprehensive (loss) income   (6,496 )     4,522  
Total stockholders’ equity   3,887,995       4,021,007  
Noncontrolling interests:      
Noncontrolling interests in operating partnership   11,585       8,069  
Total equity   3,899,580       4,029,076  
       
Total liabilities and equity $ 8,135,326     $ 8,216,197  
 
Americold Realty Trust, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share amounts)
  Three Months Ended June 30,   Six Months Ended June 30,
    2022       2021       2022       2021  
Revenues:              
Rent, storage and warehouse services $ 564,379     $ 503,734     $ 1,105,304     $ 989,185  
Third-party managed services   83,486       72,173       169,346       145,245  
Transportation services   81,891       78,800       160,801       155,072  
Total revenues   729,756       654,707       1,435,451       1,289,502  
Operating expenses:              
Rent, storage and warehouse services cost of operations   413,394       359,355       808,061       698,625  
Third-party managed services cost of operations   79,765       70,480       162,124       139,170  
Transportation services cost of operations   68,306       69,550       138,687       139,119  
Depreciation and amortization   82,690       84,459       165,310       161,670  
Selling, general and administrative   56,273       42,475       113,875       87,527  
Acquisition, litigation and other, net   5,663       3,922       15,738       24,673  
Impairment of long-lived assets         1,528             1,528  
Total operating expenses   706,091       631,769       1,403,795       1,252,312  
               
Operating income   23,665       22,938       31,656       37,190  
               
Other (expense) income:              
Interest expense   (26,545 )     (26,579 )     (52,318 )     (52,535 )
Loss on debt extinguishment, modifications and termination of derivative instruments   (627 )     (925 )     (1,244 )     (4,424 )
Other, net   (4,609 )     141       (4,363 )     317  
Loss before income taxes   (8,116 )     (4,425 )     (26,269 )     (19,452 )
Income tax benefit (expense)              
Current   (817 )     (2,406 )     (1,998 )     (3,617 )
Deferred   12,886       (6,568 )     14,775       (4,566 )
Total income tax benefit (expense)   12,069       (8,974 )     12,777       (8,183 )
               
Net income (loss) $ 3,953     $ (13,399 )   $ (13,492 )   $ (27,635 )
Net income (loss) attributable to noncontrolling interests   18       (29 )     (20 )     149  
Net income (loss) attributable to Americold Realty Trust $ 3,935     $ (13,370 )   $ (13,472 )   $ (27,784 )
               
Weighted average common stock outstanding – basic   269,497       253,213       269,464       253,076  
Weighted average common stock outstanding – diluted   270,384       253,213       270,532       253,076  
               
Net income (loss) per common stock of beneficial interest - basic $ 0.01     $ (0.05 )   $ (0.04 )   $ (0.11 )
Net income (loss) per common stock of beneficial interest - diluted $ 0.01     $ (0.05 )   $ (0.05 )   $ (0.11 )
 
Reconciliation of Net Income (Loss) to NAREIT FFO, Core FFO, and AFFO
(In thousands, except per share amounts)
  Three Months Ended   YTD
  Q2 22 Q1 22 Q4 21 Q3 21 Q2 21   2022
Net income (loss) $ 3,953   $ (17,445 ) $ (7,982 ) $ 5,308   $ (13,399 )   $ (13,492 )
Adjustments:              
Real estate related depreciation   51,738     52,200     54,816     48,217     44,871       103,938  
Net loss (gain) on asset disposals   4     63     65     (1 )   (13 )     67  
Impairment charges on real estate assets               224     1,528        
Our share of reconciling items related to partially owned entities   1,346     1,033     822     463     861       2,379  
NAREIT Funds from operations $ 57,041   $ 35,851   $ 47,721   $ 54,211   $ 33,848     $ 92,892  
Adjustments:              
Net loss (gain) on sale of non-real estate assets   72     (235 )   861     (171 )   (304 )     (163 )
Acquisition, litigation and other   5,663     10,075     20,567     6,338     3,922       15,738  
Loss on debt extinguishment, modifications and termination of derivative instruments   628     616     638     627     925       1,244  
Foreign currency exchange loss (gain)   1,290     (325 )   294     349     140       965  
Gain on extinguishment of New Market Tax Credit structure   (3,410 )                     (3,410 )
Loss on deconsolidation of Chile Joint Venture   4,148                       4,148  
Our share of reconciling items related to partially owned entities   (36 )   347     74     122     89       311  
Core FFO applicable to common shareholders $ 65,396   $ 46,329   $ 70,155   $ 61,476   $ 38,620     $ 111,725  
Adjustments:              
Amortization of deferred financing costs and pension withdrawal liability   1,160     1,146     1,104     1,088     1,085       2,306  
Non-real estate asset impairment               1,560            
Amortization of below/above market leases   549     508     843     1,017     362       1,057  
Straight-line net rent   77     204     (302 )   411     (170 )     281  
Deferred income tax (benefit) expense   (12,886 )   (1,889 )   (10,151 )   (3,562 )   6,568       (14,775 )
Share-based compensation expense, excluding IPO grants   7,032     8,349     9,112     4,291     5,467       15,381  
Non-real estate depreciation and amortization   30,952     30,420     32,785     22,352     39,588       61,372  
Maintenance capital expenditures(a)   (20,118 )   (16,106 )   (20,808 )   (18,938 )   (20,488 )     (36,224 )
Our share of reconciling items related to partially owned entities   1,713     (107 )   (502 )   (100 )   711       1,606  
Adjusted FFO applicable to common shareholders $ 73,875   $ 68,854   $ 82,236   $ 69,595   $ 71,743     $ 142,729  
 
Reconciliation of Net Income (Loss) to NAREIT FFO, Core FFO, and AFFO (continued)
(In thousands except per share amounts)
  Three Months Ended YTD
  Q2 22 Q1 22 Q4 21 Q3 21 Q2 21     2022
               
NAREIT Funds from operations $ 57,041 $ 35,851 $ 47,721 $ 54,211 $ 33,848   $ 92,892
Core FFO applicable to common shareholders $ 65,396 $ 46,329 $ 70,155 $ 61,476 $ 38,620   $ 111,725
Adjusted FFO applicable to common shareholders $ 73,875 $ 68,854 $ 82,236 $ 69,595 $ 71,743   $ 142,729
               
Reconciliation of weighted average shares:              
Weighted average basic shares for net income calculation   269,497   269,164   267,499   261,865   253,213     269,464
Dilutive stock options, unvested restricted stock units, equity forward contracts   887   835   680   685   3,544     1,068
Weighted average dilutive shares   270,384   269,999   268,179   262,550   256,757     270,532
               
NAREIT FFO - basic per share $ 0.21 $ 0.13 $ 0.18 $ 0.21 $ 0.13   $ 0.34
NAREIT FFO - diluted per share $ 0.21 $ 0.13 $ 0.18 $ 0.21 $ 0.13   $ 0.34
               
Core FFO - basic per share $ 0.24 $ 0.17 $ 0.26 $ 0.23 $ 0.15   $ 0.41
Core FFO - diluted per share $ 0.24 $ 0.17 $ 0.26 $ 0.23 $ 0.15   $ 0.41
               
Adjusted FFO - basic per share $ 0.27 $ 0.26 $ 0.31 $ 0.27 $ 0.28   $ 0.53
Adjusted FFO - diluted per share $ 0.27 $ 0.26 $ 0.31 $ 0.27 $ 0.28   $ 0.53
(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.
Reconciliation of Net (Loss) Income to EBITDA, NAREIT EBITDAre, and Core EBITDA
(In thousands - unaudited)
  Three Months Ended   TrailingTwelveMonthsEnded
  Q1 22 Q4 21 Q3 21 Q2 21 Q1 21   Q1 2022
Net (loss) income $ 3,953   $ (7,982 ) $ 5,308   $ (13,399 ) $ (14,236 )   $ (12,120 )
Adjustments:              
Interest expense   26,545     21,339     25,303     26,579     25,956       99,766  
Income tax (benefit) expense   (12,069 )   (9,526 )   (226 )   8,974     (791 )     (12,847 )
Depreciation and amortization   82,690     87,601     70,569     84,459     77,211       325,319  
EBITDA $ 101,119   $ 91,432   $ 100,954   $ 106,613   $ 88,140     $ 400,118  
Adjustments:              
Adjustment to reflect share of EBITDAre of partially owned entities   6,215     4,625     1,854     1,838     649       14,532  
NAREIT EBITDAre $ 107,334   $ 96,057   $ 102,808   $ 108,451   $ 88,789     $ 414,650  
Adjustments:              
Acquisition, litigation and other   5,663     20,567     6,338     3,922     20,751       36,490  
Loss from investments in partially owned entities   3,647     753     490     61     700       4,951  
Asset impairment           1,784     1,528           3,312  
Foreign currency exchange (gain) loss   1,290     294     349     140     (173 )     2,073  
Share-based compensation expense   7,032     9,112     4,291     5,467     5,030       25,902  
Loss on debt extinguishment, modifications and termination of derivative instruments   627     638     627     925     3,499       2,817  
(Gain) loss on real estate and other asset disposals   76     926     (172 )   (317 )   (158 )     513  
Reduction in EBITDAre from partially owned entities   (6,215 )   (4,625 )   (1,854 )   (1,838 )   (649 )     (14,532 )
Core EBITDA $ 119,454   $ 123,722   $ 114,661   $ 118,339   $ 117,789     $ 476,176  
(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)
  Three Months Ended June 30,   Six Months Ended June 30,
    2022       2021       2022       2021  
Segment revenues:              
Warehouse $ 564,379     $ 503,734     $ 1,105,304     $ 989,185  
Third-party managed   83,486       72,173       169,346       145,245  
Transportation   81,891       78,800       160,801       155,072  
Total revenues   729,756       654,707       1,435,451       1,289,502  
               
Segment contribution (NOI):              
Warehouse   150,985       144,379       297,243       290,560  
Third-party managed   3,721       1,693       7,222       6,075  
Transportation   13,585       9,250       22,114       15,953  
Total segment contribution (NOI)   168,291       155,322       326,579       312,588  
               
Reconciling items:              
Depreciation and amortization   (82,690 )     (84,459 )     (165,310 )     (161,670 )
Selling, general and administrative   (56,273 )     (42,475 )     (113,875 )     (87,527 )
Acquisition, litigation and other, net   (5,663 )     (3,922 )     (15,738 )     (24,673 )
Impairment of long-lived assets         (1,528 )           (1,528 )
Interest expense   (26,545 )     (26,579 )     (52,318 )     (52,535 )
Loss on debt extinguishment, modifications and termination of derivative instruments   (627 )     (925 )     (1,244 )     (4,424 )
Other, net   (4,609 )     141       (4,363 )     317  
Loss before income tax benefit (expense) $ (8,116 )   $ (4,425 )   $ (26,269 )   $ (19,452 )

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 DefinitionsWe 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, foreign currency exchange gain or loss, gain on extinguishment of New Market Tax Credit structure and loss on deconsolidation of subsidiary contributed to joint venture. 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, gain on extinguishment of New Market Tax Credit structure and loss on deconsolidation of subsidiary contributed to joint venture 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 22 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 June 30, 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 35 provide 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 32 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 24 for additional information regarding our indebtedness.

All quarterly amounts and non-GAAP disclosures within this filing shall be deemed unaudited.

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