Americold Realty Trust, Inc. (NYSE: COLD) (the “Company”), a global
leader in temperature-controlled logistics, real estate, and
value-added services 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, 2023.
First Quarter 2023
Highlights
- Total revenue decreased 4.1% to
$676.5 million.
- Total NOI increased 18.5% to $187.6
million.
- Net loss of $2.6 million, or $0.01
per diluted common share.
- Core EBITDA increased 20.0% to
$133.1 million, and increased 22.0% on a constant currency
basis.
- Core FFO of $60.8 million, or $0.22
per diluted common share.
- AFFO of $79.9 million, or $0.29 per
diluted common share.
- Global Warehouse segment revenue
increased 10.0% to $595.1 million.
- Global Warehouse segment NOI
increased 19.5% to $174.8 million.
- Global Warehouse segment same store
revenue increased 10.7%, or 12.3% on a constant currency basis,
Global Warehouse segment same store NOI increased by 24.6%, or
26.1% on a constant currency basis.
- Completed the Lancaster,
Pennsylvania development project for approximately $164.0 million,
inclusive of approximately $20 million to be paid upon achievement
of certain metrics, consisting of 11.4 million cubic feet and
28,000 pallet positions.
- Acquired a 49% equity interest in
the RSA Joint Venture in Dubai for $4.0 million.
First Quarter 2023 Total Company
Financial Results
Total revenue for the first quarter of 2023 was
$676.5 million, a 4.1% decrease, which was driven by decreases in
our Third-party managed and Transportation segments, largely offset
by growth within our Global Warehouse segment. The growth within
our Global Warehouse segment was driven by our pricing initiatives
and rate escalations, higher economic occupancy, incremental
revenue from recently completed expansion and development projects,
partially offset by lower throughput volume in our same store
portfolio.
Total NOI for the first quarter of 2023 was
$187.6 million, an increase of 18.5% from the same quarter of the
prior year. This increase is a result of the improvement in our
Global Warehouse segment as previously mentioned above, in addition
to the increase in profitability of our Transportation segment,
partially offset by ongoing inflationary pressure on operating
costs.
For the first quarter of 2023, the Company
reported net loss of $2.6 million, or $0.01 per diluted share,
compared to net loss of $17.4 million, or $0.06 loss per diluted
share, for the same quarter of the prior year.
Core EBITDA was $133.1 million for the first
quarter of 2023, compared to $110.9 million for the same
quarter of the prior year. This reflects a 20.0% increase over
prior year on an actual basis, and 22.0% on a constant currency
basis. The increase is due to the same factors driving the increase
in NOI mentioned above, partially offset by an increase in selling,
general and administrative costs.
For the first quarter of both 2023 and 2022,
Core FFO was $60.8 million, or $0.22 per diluted share.
For the first quarter of 2023, AFFO was $79.9
million, or $0.29 per diluted share, compared to
$68.9 million, or $0.26 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 2023 Global Warehouse
Segment ResultsFor the first quarter of 2023, Global
Warehouse segment revenue was $595.1 million, an increase of $54.1
million, or 10.0%, compared to $540.9 million for the first quarter
of 2022. This growth was principally driven by growth in our same
store pool resulting from higher economic occupancy, our pricing
initiative, and rate escalations. Additionally, our non-same store
pool contributed revenue from our recently completed development
projects and acquisitions. This was partially offset by lower
throughput pallets in our same store pool and the unfavorable
impact of foreign currency translation.
Global Warehouse segment contribution (NOI) was
$174.8 million for the first quarter of 2023 as compared to $146.3
million for the first quarter of 2022. Global Warehouse segment
contribution (NOI) increased due to the drivers of warehouse
revenue increase mentioned above, offset by the impact of
inflationary pressures, start-up costs for our developments, and
the unfavorable impact of foreign currency translation. Global
Warehouse segment margin was 29.4% for the first quarter of 2023, a
234 basis point increase compared to the same quarter of the prior
year.
We had 221 same store warehouses for the three
months ended March 31, 2023. The following table presents
revenues, 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 months
ended March 31, 2023. Refer to our “Real Estate Portfolio”
section below for the composition of our non-same store pool.
|
Three Months Ended March 31, |
|
Change |
Dollars and units in
thousands, except per pallet data |
2023 Actual |
|
2023 Constant Currency(1) |
|
2022 Actual |
|
Actual |
|
Constant Currency |
|
|
|
|
|
|
|
|
|
|
TOTAL WAREHOUSE
SEGMENT |
|
|
|
|
|
|
|
|
|
Number of total
warehouses |
|
238 |
|
|
|
|
|
240 |
|
|
n/a |
|
n/a |
Global Warehouse
revenue: |
|
|
|
|
|
|
|
|
|
Rent and storage |
$ |
271,407 |
|
|
$ |
275,912 |
|
|
$ |
229,757 |
|
|
18.1% |
|
20.1% |
Warehouse services |
|
323,645 |
|
|
|
328,600 |
|
|
|
311,168 |
|
|
4.0% |
|
5.6% |
Total revenue |
$ |
595,052 |
|
|
$ |
604,512 |
|
|
$ |
540,925 |
|
|
10.0% |
|
11.8% |
Global Warehouse
contribution (NOI) |
$ |
174,827 |
|
|
$ |
177,363 |
|
|
$ |
146,258 |
|
|
19.5% |
|
21.3% |
Global Warehouse
margin |
|
29.4 |
% |
|
|
29.3 |
% |
|
|
27.0 |
% |
|
234 bps |
|
230 bps |
|
|
|
|
|
|
|
|
|
|
Global Warehouse rent
and storage metrics: |
|
|
|
|
|
|
|
|
|
Average economic occupied pallets |
|
4,553 |
|
|
n/a |
|
|
4,174 |
|
|
9.1% |
|
n/a |
Average physical occupied pallets |
|
4,190 |
|
|
n/a |
|
|
3,804 |
|
|
10.1% |
|
n/a |
Average physical pallet positions |
|
5,417 |
|
|
n/a |
|
|
5,437 |
|
|
(0.4)% |
|
n/a |
Economic occupancy
percentage |
|
84.0 |
% |
|
n/a |
|
|
76.8 |
% |
|
726 bps |
|
n/a |
Physical occupancy
percentage |
|
77.3 |
% |
|
n/a |
|
|
70.0 |
% |
|
737 bps |
|
n/a |
Total rent and storage revenue
per economic occupied pallet |
$ |
59.62 |
|
|
$ |
60.61 |
|
|
$ |
55.05 |
|
|
8.3% |
|
10.1% |
Total rent and storage revenue
per physical occupied pallet |
$ |
64.78 |
|
|
$ |
65.85 |
|
|
$ |
60.39 |
|
|
7.3% |
|
9.0% |
Global Warehouse
services metrics: |
|
|
|
|
|
|
|
|
|
Throughput pallets |
|
9,653 |
|
|
n/a |
|
|
9,859 |
|
|
(2.1)% |
|
n/a |
Total warehouse services
revenue per throughput pallet |
$ |
33.53 |
|
|
$ |
34.04 |
|
|
$ |
31.56 |
|
|
6.2% |
|
7.9% |
|
|
|
|
|
|
|
|
|
|
SAME STORE
WAREHOUSE |
|
|
|
|
|
|
|
|
|
Number of same store
warehouses |
|
221 |
|
|
|
|
|
221 |
|
|
n/a |
|
n/a |
Global Warehouse same
store revenue: |
|
|
|
|
|
|
|
|
|
Rent and storage |
$ |
258,694 |
|
|
$ |
262,734 |
|
|
$ |
219,329 |
|
|
17.9% |
|
19.8% |
Warehouse services |
|
315,033 |
|
|
|
319,579 |
|
|
|
299,118 |
|
|
5.3% |
|
6.8% |
Total same store revenue |
$ |
573,727 |
|
|
$ |
582,313 |
|
|
$ |
518,447 |
|
|
10.7% |
|
12.3% |
Global Warehouse same
store contribution (NOI) |
$ |
181,562 |
|
|
$ |
183,882 |
|
|
$ |
145,771 |
|
|
24.6% |
|
26.1% |
Global Warehouse same
store margin |
|
31.6 |
% |
|
|
31.6 |
% |
|
|
28.1 |
% |
|
353 bps |
|
346 bps |
|
|
|
|
|
|
|
|
|
|
Global Warehouse same
store rent and storage metrics: |
|
|
|
|
|
|
|
|
|
Average economic occupied pallets |
|
4,359 |
|
|
n/a |
|
|
4,012 |
|
|
8.6% |
|
n/a |
Average physical occupied pallets |
|
4,018 |
|
|
n/a |
|
|
3,649 |
|
|
10.1% |
|
n/a |
Average physical pallet positions |
|
5,154 |
|
|
n/a |
|
|
5,205 |
|
|
(1.0)% |
|
n/a |
Economic occupancy
percentage |
|
84.6 |
% |
|
n/a |
|
|
77.1 |
% |
|
748 bps |
|
n/a |
Physical occupancy
percentage |
|
78.0 |
% |
|
n/a |
|
|
70.1 |
% |
|
786 bps |
|
n/a |
Same store rent and storage
revenue per economic occupied pallet |
$ |
59.35 |
|
|
$ |
60.28 |
|
|
$ |
54.66 |
|
|
8.6% |
|
10.3% |
Same store rent and storage
revenue per physical occupied pallet |
$ |
64.38 |
|
|
$ |
65.39 |
|
|
$ |
60.10 |
|
|
7.1% |
|
8.8% |
Global Warehouse same
store services metrics: |
|
|
|
|
|
|
|
|
|
Throughput pallets |
|
9,234 |
|
|
n/a |
|
|
9,382 |
|
|
(1.6)% |
|
n/a |
Same store warehouse services
revenue per throughput pallet |
$ |
34.12 |
|
|
$ |
34.61 |
|
|
$ |
31.88 |
|
|
7.0% |
|
8.6% |
|
Three Months Ended March 31, |
|
Change |
Dollars and units in
thousands, except per pallet data |
2023 Actual |
|
2023 Constant Currency(1) |
|
2022 Actual |
|
Actual |
|
ConstantCurrency |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NON-SAME STORE
WAREHOUSE |
|
|
|
|
|
|
|
|
|
Number of non-same store
warehouses(2) |
|
17 |
|
|
|
|
|
19 |
|
|
n/a |
|
n/a |
Global Warehouse
non-same store revenue: |
|
|
|
|
|
|
|
|
|
Rent and storage |
$ |
12,713 |
|
|
$ |
13,178 |
|
|
$ |
10,428 |
|
|
n/r |
|
n/r |
Warehouse services |
|
8,612 |
|
|
|
9,021 |
|
|
|
12,050 |
|
|
n/r |
|
n/r |
Total non-same store
revenue |
$ |
21,325 |
|
|
$ |
22,199 |
|
|
$ |
22,478 |
|
|
n/r |
|
n/r |
Global Warehouse
non-same store contribution (NOI) |
$ |
(6,735 |
) |
|
$ |
(6,519 |
) |
|
$ |
487 |
|
|
n/r |
|
n/r |
Global Warehouse
non-same store margin |
(31.6)% |
|
(29.4)% |
|
|
2.2 |
% |
|
n/r |
|
n/r |
|
|
|
|
|
|
|
|
|
|
Global
Warehouse non-same store rent and storage metrics: |
|
|
|
|
|
|
|
|
Average economic occupied pallets |
|
194 |
|
|
n/a |
|
|
162 |
|
|
n/r |
|
n/a |
Average physical occupied pallets |
|
172 |
|
|
n/a |
|
|
155 |
|
|
n/r |
|
n/a |
Average physical pallet positions |
|
263 |
|
|
n/a |
|
|
232 |
|
|
n/r |
|
n/a |
Economic occupancy
percentage |
|
73.6 |
% |
|
n/a |
|
|
69.8 |
% |
|
n/r |
|
n/a |
Physical occupancy
percentage |
|
65.2 |
% |
|
n/a |
|
|
66.9 |
% |
|
n/r |
|
n/a |
Non-same store rent and
storage revenue per economic occupied pallet |
$ |
65.57 |
|
|
$ |
67.97 |
|
|
$ |
64.29 |
|
|
n/r |
|
n/r |
Non-same store rent and
storage revenue per physical occupied pallet |
$ |
74.04 |
|
|
$ |
76.75 |
|
|
$ |
67.15 |
|
|
n/r |
|
n/r |
Global Warehouse
non-same store services metrics: |
|
|
|
|
|
|
|
|
|
Throughput pallets |
|
419 |
|
|
n/a |
|
|
478 |
|
|
n/r |
|
n/a |
Non-same store warehouse
services revenue per throughput pallet |
$ |
20.56 |
|
|
$ |
21.54 |
|
|
$ |
25.23 |
|
|
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) Refer
to our “Real Estate Portfolio” section below for the composition of
our non-same store pool.(n/a = not applicable)(n/r = not
relevant)
Fixed Commitment Rent and Storage
RevenueAs of March 31, 2023, $480.4 million of the
Company’s annualized rent and storage revenue were derived from
customers with fixed commitment storage contracts. This compares to
$419.5 million at the end of the fourth quarter of 2022 and $367.4
million at the end of the first quarter of 2022. 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, 46.1% 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 2023, economic occupancy for
the total warehouse segment was 84.0% and warehouse segment same
store pool was 84.6%, representing a 669 basis point and 661 basis
point increase above physical occupancy, respectively. Economic
occupancy for the total warehouse segment increased 726 basis
points, and the warehouse segment same store pool increased 748
basis points as compared to the first quarter of 2022. The growth
in occupancy reflects our customer service initiatives, paired with
customers’ increased food production levels throughout the end of
2022 and 2023.
Real Estate Portfolio As of
March 31, 2023, the Company’s portfolio consists of 243
facilities. The Company ended the first quarter of 2023 with 238
facilities in its Global Warehouse segment portfolio and five
facilities in its Third-party managed segment. The same store
population consists of 221 facilities for the quarter ended
March 31, 2023. The remaining 17 non-same store population
includes the De Bruyn Cold Storage acquisition, 10 facilities in
expansion or redevelopment, a temporarily leased facility in
Australia, two facilities we previously leased and purchased during
2022, a facility in which we ceased operations in order to prepare
for leasing to a third-party, a facility under contract to be sold
during the second quarter of 2023, and a leased facility in which
we ceased operations during the fourth quarter of 2022 in
anticipation of the upcoming lease maturity.
Balance Sheet Activity and
LiquidityAs of March 31, 2023, the Company had total
liquidity of approximately $565.6 million, including cash and
capacity on its revolving credit facility. Total debt outstanding
was $3.5 billion (inclusive of $247.3 million of financing
leases/sale lease-backs and exclusive of unamortized deferred
financing fees), of which 93% was in an unsecured structure. At
quarter end, net debt to pro forma Core EBITDA was approximately
6.5x. The Company’s total debt outstanding includes
$3.2 billion of real estate debt, which excludes
sale-leaseback and financing lease obligations. The Company’s real
estate debt has a remaining weighted average term of 5.9 years and
carries a weighted average contractual interest rate of 3.9%. As of
March 31, 2023, 82.3% of the Company’s total debt outstanding
was at a fixed rate, inclusive of hedged variable-rate for
fixed-rate debt. The Company has no material debt maturities until
2026, inclusive of extension options.
DividendOn March 9, 2023, the
Company’s Board of Directors declared a dividend of $0.22 per share
for the first quarter of 2023, which was paid on April 14, 2023 to
common stockholders of record as of March 31, 2023.
2023 Outlook The Company is
increasing its annual AFFO per share guidance to be within the
range of $1.16 - $1.26. Refer to page 36 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.
Subsequent Events
Americold recently became aware that its
computer network was affected by a cybersecurity incident. We
immediately implemented containment measures and took certain
operations offline to secure our systems and reduce disruption to
our business and customers. We have launched a review of the nature
and scope of the incident, are working closely with cybersecurity
experts and legal counsel, and have reported the matter to law
enforcement. We are taking action to resume operations at impacted
facilities so that we can continue to support customers.
The security and the privacy of data remain a
priority at Americold. We will continue to take appropriate
measures to further safeguard the integrity of our information
technology infrastructure, data and customer information.
Investor Webcast and Conference
CallThe Company will hold a webcast and conference call on
Thursday, May 4, 2023 at 5:00 p.m. Eastern Time to discuss its
first quarter 2023 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 1-888-886-7786 or 1-416-764-8658. The telephone replay can
be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and
providing the conference ID#84831689. The telephone replay will be
available starting shortly after the call until May 18, 2023.
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 a
global leader in temperature-controlled logistics real estate and
value added services. Focused on the ownership, operation,
acquisition and development of temperature-controlled warehouses,
Americold owns and/or operates 243 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
NAREIT FFO, core FFO, AFFO, EBITDAre, Core EBITDA; same store
segment revenue, contribution (NOI), margin, and maintenance
capital expenditures. Definitions of these non-GAAP metrics are
included beginning on page 37, 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
press release contains statements about future events and
expectations that constitute forward-looking statements.
Forward-looking statements are based on our beliefs, assumptions
and expectations of our future financial and operating performance
and growth plans, taking into account the information currently
available to us. These statements are not statements of historical
fact. Forward-looking statements involve risks and uncertainties
that may cause our actual results to differ materially from the
expectations of future results we express or imply in any
forward-looking statements, and you should not place undue reliance
on such statements. Factors that could contribute to these
differences include the following: rising inflationary pressures,
increased interest rates and operating costs; labor and power
costs; labor shortages; our relationship with our associates, the
occurrence of any work stoppages or any disputes under our
collective bargaining agreements and employment related litigation;
the impact of supply chain disruptions, including, among others,
the impact on labor availability, raw material availability,
manufacturing and food production and transportation; risks related
to rising construction costs; risks related to expansions of
existing properties and developments of new properties, including
failure to meet budgeted or stabilized returns within expected time
frames, or at all, in respect thereof; uncertainty of revenues,
given the nature of our customer contracts; acquisition risks,
including the failure to identify or complete attractive
acquisitions or 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 including synergies, or
disruptions to our plans and operations or unknown or contingent
liabilities related to our recent acquisitions; difficulties in
expanding our operations into new markets, including international
markets; uncertainties and risks related to public health crises,
such as the COVID-19 pandemic; 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,
loss of confidential information, remediation costs or damages;
disruption caused by implementation of the new ERP system,
potential cost overruns, timing and control risks and failure to
recognize anticipated cost savings and increased productivity from
the implementation of the new ERP system; defaults or non-renewals
of significant customer contracts; risks related to privacy and
data security concerns, and data collection and transfer
restrictions and related foreign regulations; changes in applicable
governmental regulations and tax legislation, including in the
international markets; risks related to current and potential
international operations and properties; actions by our competitors
and their increasing ability to compete with us; changes in foreign
currency exchange rates; the potential liabilities, costs and
regulatory impacts associated with our in-house trucking services
and the potential disruptions associated with our use of
third-party trucking service providers to provide transportation
services to our customers; liabilities as a result of our
participation in multi-employer pension plans; risks related to the
partial ownership of properties, including as a result of our lack
of control over such investments, financial condition of JV
partners, disputes with JV partners, regulatory risks, brand
recognition risks and the failure of such entities to perform in
accordance with projections; risks related to natural disasters
such as fires, floods, tornadoes, hurricanes and earthquakes;
adverse economic or real estate developments in our geographic
markets or the temperature-controlled warehouse industry; changes
in real estate and zoning laws and increases in real property tax
rates; general economic conditions; risks associated with the
ownership of real estate generally and temperature-controlled
warehouses in particular; possible environmental liabilities,
including costs, fines or penalties that may be incurred due to
necessary remediation of contamination of properties presently or
previously owned by us; uninsured losses or losses in excess of our
insurance coverage; financial market fluctuations; our failure to
obtain necessary outside financing; risks related to, or
restrictions contained in, our debt financings; decreased storage
rates or increased vacancy 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; the
potential dilutive effect of our common stock offerings; the cost
and time requirements as a result of our operation as a publicly
traded REIT; and our failure to maintain our status as a REIT.
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 press release include those regarding
our 2023 outlook and our migration of our customers to fixed
commitment storage contracts. We qualify any forward-looking
statements entirely by these cautionary factors. Other risks,
uncertainties and factors, including those discussed under “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2022, and other reports filed with the Securities
and Exchange Commission, could cause our actual results to differ
materially from those projected in any forward-looking statements
we make. We assume no obligation to update or revise these
forward-looking statements for any reason, or to update the reasons
actual results could differ materially from those anticipated in
these forward-looking statements, even if new information becomes
available in the future.
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) |
|
March 31, |
|
December 31, |
|
|
2023 |
|
|
|
2022 |
|
Assets |
|
|
|
Property, buildings and equipment: |
|
|
|
Land |
$ |
789,118 |
|
|
$ |
786,975 |
|
Buildings and improvements |
|
4,350,529 |
|
|
|
4,245,607 |
|
Machinery and equipment |
|
1,426,398 |
|
|
|
1,407,874 |
|
Assets under construction |
|
463,953 |
|
|
|
526,811 |
|
|
|
7,029,998 |
|
|
|
6,967,267 |
|
Accumulated depreciation |
|
(1,971,897 |
) |
|
|
(1,901,450 |
) |
Property, buildings and equipment – net |
|
5,058,101 |
|
|
|
5,065,817 |
|
|
|
|
|
Operating lease right-of-use assets |
|
352,442 |
|
|
|
352,553 |
|
Accumulated depreciation – operating leases |
|
(84,172 |
) |
|
|
(76,334 |
) |
Operating leases – net |
|
268,270 |
|
|
|
276,219 |
|
|
|
|
|
Financing leases: |
|
|
|
Buildings and improvements |
|
13,516 |
|
|
|
13,546 |
|
Machinery and equipment |
|
132,274 |
|
|
|
127,009 |
|
|
|
145,790 |
|
|
|
140,555 |
|
Accumulated depreciation – financing leases |
|
(61,180 |
) |
|
|
(57,626 |
) |
Financing leases – net |
|
84,610 |
|
|
|
82,929 |
|
Cash, cash equivalents and restricted cash |
|
47,222 |
|
|
|
53,063 |
|
Accounts receivable – net of allowance of $17,411 and $15,951 at
March 31, 2023 and December 31, 2022, respectively |
|
409,530 |
|
|
|
430,042 |
|
Identifiable intangible assets – net |
|
918,945 |
|
|
|
925,223 |
|
Goodwill |
|
1,030,562 |
|
|
|
1,033,637 |
|
Investments in partially owned entities |
|
96,717 |
|
|
|
78,926 |
|
Other assets |
|
157,761 |
|
|
|
158,705 |
|
Total assets |
$ |
8,071,718 |
|
|
$ |
8,104,561 |
|
Liabilities and equity |
|
|
|
Liabilities: |
|
|
|
Borrowings under revolving line of credit |
$ |
610,500 |
|
|
$ |
500,052 |
|
Accounts payable and accrued expenses |
|
479,738 |
|
|
|
557,540 |
|
Mortgage notes, senior unsecured notes and term loans – net of
deferred financing costs of $12,434 and $13,044 in the aggregate,
at March 31, 2023 and December 31, 2022, respectively |
|
2,580,441 |
|
|
|
2,569,281 |
|
Sale-leaseback financing obligations |
|
168,919 |
|
|
|
171,089 |
|
Financing lease obligations |
|
78,421 |
|
|
|
77,561 |
|
Operating lease obligations |
|
257,791 |
|
|
|
264,634 |
|
Unearned revenue |
|
32,921 |
|
|
|
32,046 |
|
Pension and postretirement benefits |
|
1,564 |
|
|
|
1,531 |
|
Deferred tax liability – net |
|
132,415 |
|
|
|
135,098 |
|
Multiemployer pension plan withdrawal liability |
|
7,731 |
|
|
|
7,851 |
|
Total liabilities |
|
4,350,441 |
|
|
|
4,316,683 |
|
Equity |
|
|
|
Stockholders’ equity: |
|
|
|
Common stock, $0.01 par value – 500,000,000 authorized shares;
270,096,433 and 269,814,956 issued and outstanding at
March 31, 2023 and December 31, 2022, respectively |
|
2,701 |
|
|
|
2,698 |
|
Paid-in capital |
|
5,197,893 |
|
|
|
5,191,969 |
|
Accumulated deficit and distributions in excess of net
earnings |
|
(1,477,452 |
) |
|
|
(1,415,198 |
) |
Accumulated other comprehensive (loss) income |
|
(17,737 |
) |
|
|
(6,050 |
) |
Total stockholders’ equity |
|
3,705,405 |
|
|
|
3,773,419 |
|
Noncontrolling interests: |
|
|
|
Noncontrolling interests in Operating Partnership |
|
15,872 |
|
|
|
14,459 |
|
Total equity |
|
3,721,277 |
|
|
|
3,787,878 |
|
|
|
|
|
Total liabilities and equity |
$ |
8,071,718 |
|
|
$ |
8,104,561 |
|
Americold Realty Trust, Inc. and Subsidiaries |
Consolidated Statements of Operations |
(In thousands, except per share amounts) |
|
Three Months Ended March 31, |
|
|
2023 |
|
|
|
2022 |
|
Revenues: |
|
|
|
Rent, storage and warehouse services |
$ |
595,052 |
|
|
$ |
540,925 |
|
Transportation services |
|
68,078 |
|
|
|
78,910 |
|
Third-party managed services |
|
13,359 |
|
|
|
85,860 |
|
Total revenues |
|
676,489 |
|
|
|
705,695 |
|
Operating expenses: |
|
|
|
Rent, storage and warehouse services cost of operations |
|
420,225 |
|
|
|
394,667 |
|
Transportation services cost of operations |
|
56,418 |
|
|
|
70,381 |
|
Third-party managed services cost of operations |
|
12,280 |
|
|
|
82,359 |
|
Depreciation and amortization |
|
85,024 |
|
|
|
82,620 |
|
Selling, general and administrative |
|
62,855 |
|
|
|
57,602 |
|
Acquisition, litigation and other, net |
|
7,147 |
|
|
|
10,075 |
|
Loss from sale of real estate |
|
191 |
|
|
|
— |
|
Total operating expenses |
|
644,140 |
|
|
|
697,704 |
|
|
|
|
|
Operating income |
|
32,349 |
|
|
|
7,991 |
|
|
|
|
|
Other (expense) income: |
|
|
|
Interest expense |
|
(34,423 |
) |
|
|
(25,773 |
) |
Loss on debt extinguishment, modifications and termination of
derivative instruments |
|
(545 |
) |
|
|
(616 |
) |
Other income, net |
|
1,433 |
|
|
|
2,357 |
|
Loss from investments in partially owned entities |
|
(3,029 |
) |
|
|
(2,112 |
) |
Loss before income taxes |
|
(4,215 |
) |
|
|
(18,153 |
) |
Income tax benefit |
|
|
|
Current |
|
(1,977 |
) |
|
|
(1,181 |
) |
Deferred |
|
3,621 |
|
|
|
1,889 |
|
Total income tax benefit |
|
1,644 |
|
|
|
708 |
|
|
|
|
|
Net loss |
$ |
(2,571 |
) |
|
$ |
(17,445 |
) |
Net loss attributable to
noncontrolling interests |
|
(9 |
) |
|
|
(38 |
) |
Net loss attributable to
Americold Realty Trust, Inc. |
$ |
(2,562 |
) |
|
$ |
(17,407 |
) |
|
|
|
|
Weighted average common stock
outstanding – basic |
|
270,230 |
|
|
|
269,164 |
|
Weighted average common stock
outstanding – diluted |
|
270,230 |
|
|
|
269,164 |
|
|
|
|
|
Net loss per common share -
basic |
$ |
(0.01 |
) |
|
$ |
(0.06 |
) |
Net loss per common share -
diluted |
$ |
(0.01 |
) |
|
$ |
(0.06 |
) |
Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and
AFFO |
(In thousands, except per share amounts) |
|
Three Months Ended |
|
Q1 23 |
Q4 22 |
Q3 22 |
Q2 22 |
Q1 22 |
Net (loss) income |
$ |
(2,571 |
) |
$ |
2,955 |
|
$ |
(8,937 |
) |
$ |
3,953 |
|
$ |
(17,445 |
) |
Adjustments: |
|
|
|
|
|
Real estate related depreciation |
|
54,541 |
|
|
53,094 |
|
|
53,139 |
|
|
51,738 |
|
|
52,200 |
|
Loss (gain) on sale of real estate |
|
191 |
|
|
(21 |
) |
|
5,710 |
|
|
— |
|
|
— |
|
Net loss on asset disposals |
|
— |
|
|
175 |
|
|
893 |
|
|
4 |
|
|
63 |
|
Impairment charges on real estate assets |
|
— |
|
|
— |
|
|
3,407 |
|
|
— |
|
|
— |
|
Our share of reconciling items related to partially owned
entities |
|
903 |
|
|
1,209 |
|
|
822 |
|
|
1,346 |
|
|
1,033 |
|
Funds from operations |
$ |
53,064 |
|
$ |
57,412 |
|
$ |
55,034 |
|
$ |
57,041 |
|
$ |
35,851 |
|
Adjustments: |
|
|
|
|
|
Net loss (gain) on sale of non-real estate assets |
|
420 |
|
|
2,274 |
|
|
310 |
|
|
72 |
|
|
(235 |
) |
Acquisition, litigation and other, net |
|
7,147 |
|
|
11,899 |
|
|
4,874 |
|
|
5,663 |
|
|
10,075 |
|
Goodwill impairment |
|
— |
|
|
— |
|
|
3,209 |
|
|
— |
|
|
— |
|
Loss on debt extinguishment, modifications and termination of
derivative instruments |
|
545 |
|
|
933 |
|
|
1,040 |
|
|
628 |
|
|
616 |
|
Foreign currency exchange (gain) loss |
|
(458 |
) |
|
(2,477 |
) |
|
2,487 |
|
|
1,290 |
|
|
(325 |
) |
Gain on extinguishment of New Market Tax Credit Structure |
|
— |
|
|
— |
|
|
— |
|
|
(3,410 |
) |
|
— |
|
Loss on deconsolidation of subsidiary contributed to LATAM joint
venture |
|
— |
|
|
— |
|
|
— |
|
|
4,148 |
|
|
— |
|
Our share of reconciling items related to partially owned
entities |
|
128 |
|
|
127 |
|
|
136 |
|
|
(36 |
) |
|
347 |
|
Core FFO |
$ |
60,846 |
|
$ |
70,168 |
|
$ |
67,090 |
|
$ |
65,396 |
|
$ |
46,329 |
|
Adjustments: |
|
|
|
|
|
Amortization of deferred financing costs and pension withdrawal
liability |
|
1,240 |
|
|
1,305 |
|
|
1,222 |
|
|
1,160 |
|
|
1,146 |
|
Amortization of below/above market leases |
|
402 |
|
|
534 |
|
|
540 |
|
|
549 |
|
|
508 |
|
Non-real estate asset impairment |
|
— |
|
|
764 |
|
|
— |
|
|
— |
|
|
— |
|
Straight-line net rent |
|
(491 |
) |
|
333 |
|
|
133 |
|
|
77 |
|
|
204 |
|
Deferred income tax benefit |
|
(3,621 |
) |
|
(3,412 |
) |
|
(4,374 |
) |
|
(12,886 |
) |
|
(1,889 |
) |
Share-based compensation expense |
|
6,970 |
|
|
5,036 |
|
|
6,720 |
|
|
7,032 |
|
|
8,349 |
|
Non-real estate depreciation and amortization |
|
30,483 |
|
|
29,373 |
|
|
30,530 |
|
|
30,952 |
|
|
30,420 |
|
Maintenance capital expenditures(a) |
|
(16,244 |
) |
|
(26,701 |
) |
|
(22,586 |
) |
|
(20,118 |
) |
|
(16,106 |
) |
Our share of reconciling items related to partially owned
entities |
|
304 |
|
|
819 |
|
|
57 |
|
|
1,713 |
|
|
(107 |
) |
Adjusted FFO |
$ |
79,889 |
|
$ |
78,219 |
|
$ |
79,332 |
|
$ |
73,875 |
|
$ |
68,854 |
|
Reconciliation of Net Income (Loss) to NAREIT FFO, Core FFO, and
AFFO (continued) |
(In thousands except per share amounts) |
|
Three Months Ended |
|
Q1 23 |
Q4 22 |
Q3 22 |
Q2 22 |
Q1 22 |
|
|
|
|
|
|
NAREIT Funds from operations |
$ |
53,064 |
$ |
57,412 |
$ |
55,034 |
$ |
57,041 |
$ |
35,851 |
Core FFO |
$ |
60,846 |
$ |
70,168 |
$ |
67,090 |
$ |
65,396 |
$ |
46,329 |
Adjusted FFO |
$ |
79,889 |
$ |
78,219 |
$ |
79,332 |
$ |
73,875 |
$ |
68,854 |
|
|
|
|
|
|
Reconciliation of
weighted average shares: |
|
|
|
|
|
Weighted average basic shares
for net income calculation |
|
270,230 |
|
269,826 |
|
269,586 |
|
269,497 |
|
269,164 |
Dilutive stock options and
unvested restricted stock units |
|
778 |
|
944 |
|
1,105 |
|
887 |
|
835 |
Weighted average dilutive
shares |
|
271,008 |
|
270,770 |
|
270,691 |
|
270,384 |
|
269,999 |
|
|
|
|
|
|
NAREIT FFO - basic per
share |
$ |
0.20 |
$ |
0.21 |
$ |
0.20 |
$ |
0.21 |
$ |
0.13 |
NAREIT FFO - diluted per
share |
$ |
0.20 |
$ |
0.21 |
$ |
0.20 |
$ |
0.21 |
$ |
0.13 |
|
|
|
|
|
|
Core FFO - basic per
share |
$ |
0.23 |
$ |
0.26 |
$ |
0.25 |
$ |
0.24 |
$ |
0.17 |
Core FFO - diluted per
share |
$ |
0.22 |
$ |
0.26 |
$ |
0.25 |
$ |
0.24 |
$ |
0.17 |
|
|
|
|
|
|
Adjusted FFO - basic per
share |
$ |
0.30 |
$ |
0.29 |
$ |
0.29 |
$ |
0.27 |
$ |
0.26 |
Adjusted FFO - diluted per
share |
$ |
0.29 |
$ |
0.29 |
$ |
0.29 |
$ |
0.27 |
$ |
0.26 |
(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) |
|
Three Months Ended |
|
Trailing Twelve Months Ended |
|
Q1 23 |
Q4 22 |
Q3 22 |
Q2 22 |
Q1 22 |
|
Q1 23 |
Net (loss) income |
$ |
(2,571 |
) |
$ |
2,955 |
|
$ |
(8,937 |
) |
$ |
3,953 |
|
$ |
(17,445 |
) |
|
$ |
(4,600 |
) |
Adjustments: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
85,024 |
|
|
82,467 |
|
|
83,669 |
|
|
82,690 |
|
|
82,620 |
|
|
|
333,850 |
|
Interest expense |
|
34,423 |
|
|
33,407 |
|
|
30,402 |
|
|
26,545 |
|
|
25,773 |
|
|
|
124,777 |
|
Income tax benefit |
|
(1,644 |
) |
|
(2,691 |
) |
|
(3,368 |
) |
|
(12,069 |
) |
|
(708 |
) |
|
|
(19,772 |
) |
EBITDA |
$ |
115,232 |
|
$ |
116,138 |
|
$ |
101,766 |
|
$ |
101,119 |
|
$ |
90,240 |
|
|
$ |
434,255 |
|
Adjustments: |
|
|
|
|
|
|
|
Loss (gain) on sale of real estate |
|
191 |
|
|
(21 |
) |
|
5,710 |
|
|
— |
|
|
— |
|
|
|
5,880 |
|
Adjustment to reflect share of EBITDAre of partially owned
entities |
|
2,883 |
|
|
5,019 |
|
|
3,383 |
|
|
6,215 |
|
|
3,198 |
|
|
|
17,500 |
|
NAREIT EBITDAre |
$ |
118,306 |
|
$ |
121,136 |
|
$ |
110,859 |
|
$ |
107,334 |
|
$ |
93,438 |
|
|
$ |
457,635 |
|
Adjustments: |
|
|
|
|
|
|
|
Acquisition, litigation and other, net |
|
7,147 |
|
|
11,899 |
|
|
4,874 |
|
|
5,663 |
|
|
10,075 |
|
|
|
29,583 |
|
Loss from investments in partially owned entities |
|
3,029 |
|
|
2,101 |
|
|
1,440 |
|
|
3,647 |
|
|
2,112 |
|
|
|
10,217 |
|
Impairment of indefinite and long-lived assets |
|
— |
|
|
764 |
|
|
6,616 |
|
|
— |
|
|
— |
|
|
|
7,380 |
|
Foreign currency exchange (gain) loss |
|
(458 |
) |
|
(2,477 |
) |
|
2,487 |
|
|
1,290 |
|
|
(325 |
) |
|
|
842 |
|
Share-based compensation expense |
|
6,970 |
|
|
5,036 |
|
|
6,720 |
|
|
7,032 |
|
|
8,349 |
|
|
|
25,758 |
|
Loss on debt extinguishment, modifications and termination of
derivative instruments |
|
545 |
|
|
933 |
|
|
1,040 |
|
|
628 |
|
|
616 |
|
|
|
3,146 |
|
Loss (gain) on real estate and other asset disposals |
|
420 |
|
|
2,449 |
|
|
1,203 |
|
|
76 |
|
|
(172 |
) |
|
|
4,148 |
|
Gain on extinguishment of New Market Tax Credit Structure |
|
— |
|
|
— |
|
|
— |
|
|
(3,410 |
) |
|
— |
|
|
|
(3,410 |
) |
Loss on deconsolidation of subsidiary contributed to LATAM joint
venture |
|
— |
|
|
— |
|
|
— |
|
|
4,148 |
|
|
— |
|
|
|
4,148 |
|
Reduction in EBITDAre from partially owned entities |
|
(2,883 |
) |
|
(5,019 |
) |
|
(3,383 |
) |
|
(6,215 |
) |
|
(3,198 |
) |
|
|
(17,500 |
) |
Core EBITDA |
$ |
133,076 |
|
$ |
136,822 |
|
$ |
131,856 |
|
$ |
120,193 |
|
$ |
110,895 |
|
|
$ |
521,947 |
|
Revenue and Contribution (NOI) by Segment |
(in thousands) |
|
Three Months Ended March 31, |
|
|
2023 |
|
|
|
2022 |
|
Segment revenues: |
|
|
|
Warehouse |
$ |
595,052 |
|
|
$ |
540,925 |
|
Transportation |
|
68,078 |
|
|
|
78,910 |
|
Third-party managed |
|
13,359 |
|
|
|
85,860 |
|
Total revenues |
|
676,489 |
|
|
|
705,695 |
|
|
|
|
|
Segment contribution
(NOI): |
|
|
|
Warehouse |
|
174,827 |
|
|
|
146,258 |
|
Transportation |
|
11,660 |
|
|
|
8,529 |
|
Third-party managed |
|
1,079 |
|
|
|
3,501 |
|
Total segment contribution (NOI) |
|
187,566 |
|
|
|
158,288 |
|
|
|
|
|
Reconciling items: |
|
|
|
Depreciation and
amortization |
|
(85,024 |
) |
|
|
(82,620 |
) |
Selling, general and
administrative |
|
(62,855 |
) |
|
|
(57,602 |
) |
Acquisition, litigation and
other, net |
|
(7,147 |
) |
|
|
(10,075 |
) |
Loss from sale of real
estate |
|
(191 |
) |
|
|
— |
|
Interest expense |
|
(34,423 |
) |
|
|
(25,773 |
) |
Loss on debt extinguishment,
modifications and termination of derivative instruments |
|
(545 |
) |
|
|
(616 |
) |
Other, net |
|
1,433 |
|
|
|
2,357 |
|
Loss from investments in
partially owned entities |
|
(3,029 |
) |
|
|
(2,112 |
) |
Loss before income taxes |
$ |
(4,215 |
) |
|
$ |
(18,153 |
) |
|
We view and manage our business through three
primary business segments—warehouse, transportation, third-party
managed. 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,case-picking, blast freezing, produce grading and bagging,
ripening, kitting, protein boxing, repackaging, e-commerce
fulfillment, and other recurring handling services.
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 or dedicated services, we may charge a
fixed fee. We supplemented our regional, national and truckload
consolidation services with the transportation operations from
various warehouse acquisitions. We also provide multi-modal global
freight forwarding services to support our customers’ needs in
certain markets.
Under our third-party managed segment, we manage
warehouses on behalf of third parties and provide warehouse
management services to leading food manufacturers and retailers in
their owned facilities. 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 allows
us to offer a complete and integrated suite of services across the
cold chain.
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, goodwill
impairment, share-based compensation expense for the IPO retention
grants, loss on debt extinguishment, modifications and termination
of derivative instruments, and foreign currency exchange loss. We
also adjust for the impact of Core FFO attributable to gain on
extinguishment of New Market Tax Structure, loss on deconsolidation
of subsidiary contributed to the LATAM joint venture and our share
of reconciling items related to partially owned entities. 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, amortization of
above or below market leases, non-real estate asset impairment,
straight-line net rent, benefit or expense from deferred income
taxes, stock-based compensation expense, 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 and operating results from
business segments which are not core to our long term business
strategy and we intend to divest. 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 quarterly and annual 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 (loss)
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, net gain on sale of real estate, net of
withholding taxes, and adjustment to reflect 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 from investments in
partially owned entities, impairment of indefinite and long-lived
assets (when applicable), foreign currency exchange loss or gain,
stock-based compensation expense, loss on debt extinguishment,
modifications and termination of derivative instruments, net gain
on other asset disposals, reduction in EBITDAre from partially
owned entities, and operating results from business segments which
are not core to our long term business strategy and we intend to
divest. 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 EBITDAre but which we do not believe are indicative of
our core business operations. EBITDAre and Core EBITDA are not
measurements of financial performance under U.S. GAAP, and our
EBITDAre and Core EBITDA may not be comparable to similarly titled
measures of other companies. You should not consider our EBITDAre
and Core EBITDA as alternatives to net income or cash flows from
operating activities determined in accordance with U.S. GAAP.
Our calculations of EBITDAre 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. |
Net debt to proforma Core EBITDA is calculated using total debt,
plus capital lease obligations, less cash and cash equivalents,
divided by pro-forma Core EBITDA. We calculate pro-forma Core
EBITDA as Core EBITDA further adjusted for acquisitions,
dispositions and for rent expense associated with lease buy-outs
and lease exits. The pro-forma adjustment for acquisitions reflects
the Core EBITDA for the period of time prior to acquisition. The
pro-forma adjustment for leased facilities exited or purchased
reflects the add-back for the related lease expense from the last
year. The pro-forma adjustment for dispositions reduces Core EBITDA
for the earnings of facilities disposed of or exited during the
year, including the strategic exit of certain third-party managed
business. |
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 December 31, 2022 includes
all properties that we owned at January 2, which had both been
owned and had reached “normalized operations” by January 2,
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 of our financial supplement 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 28 of our financial supplement 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 21 of our financial
supplement for additional information regarding our
indebtedness. |
All quarterly amounts and non-GAAP disclosures within this filing
shall be deemed unaudited. |
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