Americold Realty Trust Announces First Quarter 2021 Results

Americold Realty Trust (NYSE: COLD) (the “Company”), the world’s largest publicly traded REIT focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, today announced financial and operating results for the first quarter ended March 31, 2021.

Fred Boehler, President and Chief Executive Officer of Americold Realty Trust, stated, “We are proud of the progress we have made integrating our recent acquisitions into our global platform and we are on track to deliver our synergy goals. For the first quarter 2021, Global Warehouse segment revenue grew by 27% and NOI grew by 15%, as we benefited from last year’s acquisition activity. Our first quarter 2021 same store global warehouse results reflect ongoing supply chain disruption with reduced inventory holdings and volumes due to COVID-19. We had factored in these impacts and we continue to expect the quarterly cadence to be unique over the course of the year. We have seen an acceleration of business activity late in the quarter and continuing into the second quarter, and we are reaffirming our annual guidance for the full year 2021.”

“From an external growth perspective, we continue to invest in strategic developments and acquisitions which enhance our global network, now spanning 13 countries across four continents. Since the beginning of the year, we have signed or completed three complementary acquisitions, Liberty Freezers in Canada, Bowman Stores in the United Kingdom and KMT Brrr! in New Jersey. Our balance sheet is well positioned to fund our internal and external growth plan. Additionally, we continue to execute on our ESG priorities, centered around sustainability.

Throughout the COVID-19 pandemic, consumer demand has remained steady. With the rollout of the vaccine and continued reopenings, we are seeing food manufacturer activity begin to ramp up again, which should result in more normalized inventory levels. Now more than ever, we benefit from the scale and diversity of our portfolio, the effectiveness of the Americold Operating System, and the discipline of our commercial processes. Americold remains an integral part of the food supply chain, and we continue to focus on serving our customers, investing in our employees, and creating long-term value for our shareholders.”

First Quarter 2021 Highlights

• Total revenue increased 31.1% to $634.8 million.
• Total NOI increased 16.1% to $157.2 million.
• Core EBITDA increased 13.1% on an actual basis, and 10.3% on a constant currency basis, to $117.8 million.
• Net loss of $14.2 million, or $0.06 loss per diluted common share.
• Core FFO of $62.5 million, or $0.24 per diluted common share.
• AFFO of $75.9 million, or $0.30 per diluted common share.
• Global Warehouse segment revenue increased 27.4% to $485.5 million.
• Global Warehouse segment NOI increased 15.3% to $146.2 million.
• Global Warehouse segment same store revenue decreased 1.8%, or 3.8% on a constant currency basis, Global Warehouse segment same store segment NOI decreased by 5.2%, or 6.9% on a constant currency basis.
• On March 1, 2021, completed the acquisition of Liberty Freezers for a purchase price of C$58 million. This resulted in an additional four facilities, 10 million cubic feet and 42,000 pallet positions. The Liberty Freezers acquisition includes warehouse business, with sites in Toronto, Montreal and London, Canada.
• On January 29, 2021, closed on an amendment to our existing Senior Unsecured Credit Facility, which increased the multicurrency line of credit from $800 million to $1 billion, and concurrently paid down Senior Unsecured Term Loan A Facility Tranche A-1 from $325 million to $125 million using cash on the balance sheet.

Subsequent Event Highlights

• On May 5, 2021, completed the acquisition of KMT Brrr! in Southern New Jersey for $71 million. KMT Brrr! consists of two owned facilities totaling 13 million cubic feet, as well as Transportation services.
• Entered into a purchase agreement to acquire Bowman Stores, which operates a single campus located in Spalding, England for £74 million. The campus aggregates 10 million cubic feet along with four buildable acres of land to support additional development. The transaction is expected to close in May 2021.

First Quarter 2021 Total Company Financial Results

Total revenue for the first quarter of 2021 was $634.8 million, a 31.1% increase from the same quarter of the prior year. This growth was primarily driven by the incremental revenue from acquisitions, recently completed development projects and revenue in our Managed segment driven by higher pass through of costs due to elevated retail volumes. These increases are partially offset by the continued impacts of COVID-19 and resulting supply chain disruption which impacted our throughput and lowered holdings across our network as production has been unable to keep up with steady consumer demand.

For the first quarter of 2021, the Company reported a net loss of $14.2 million, or $0.06 per diluted share, compared to net income of $23.5 million, or $0.11 per diluted share, for the same quarter of the prior year.

Total NOI for the first quarter of 2021 was $157.2 million, an increase of 16% from the same quarter of the prior year.

Core EBITDA was $117.8 million for the first quarter of 2021, compared to $104.1 million for the same quarter of the prior year. This reflects a 13.1% increase over prior year on an actual basis, and 10.3% on a constant currency basis, driven primarily from acquisition contribution. These increases were partially offset by the ongoing impacts of COVID as previously discussed.

For the first quarter of 2021, Core FFO was $62.5 million, or $0.24 per diluted share, compared to $60.0 million, or $0.29 per diluted share, for same quarter of the prior year.

For the first quarter of 2021, AFFO was $75.9 million, or $0.30 per diluted share, compared to $67.1 million, or $0.33 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 2021 Global Warehouse Segment Results

For the first quarter of 2021, Global Warehouse segment revenue was $485.5 million, an increase of $104.4 million, or 27%, compared to $381.1 million for the first quarter of 2020. This growth was driven by the recently completed acquisitions and development projects, paired with contractual rate escalations, partially offset by the ongoing impacts from COVID-19 on the supply chain.

Warehouse segment NOI was $146.2 million for the first quarter of 2021, an increase of 15%. Global Warehouse segment margin was 30.1% for the first quarter of 2021, a 316 basis point decrease compared to the same quarter of the prior year. The year-over-year decrease in segment NOI was driven by the previously mentioned revenue trends.

We had 162 same stores for the three months ended March 31, 2021. The following table presents revenues, cost of operations, contribution (NOI) and margins for our same stores and non-same stores with a reconciliation to the total financial metrics of our warehouse segment for the three months ended March 31, 2021. Amounts related to the Agro, AM-C, Caspers, Hall’s, and Liberty acquisitions are reflected within non-same store results.

	Three Months Ended March 31,											Change
Dollars in thousands	2021 actual				2021 constant currency(1)			2020 actual				Actual		Constant currency
TOTAL WAREHOUSE SEGMENT
Number of total warehouses(2)	233							172				n/a		n/a
Global Warehouse revenue:
Rent and storage	$	205,275			$	201,686		$	162,308			26.5%		24.3%
Warehouse services	280,176				271,893			218,760				28.1%		24.3%
Total revenue	$	485,451			$	473,579		$	381,068			27.4%		24.3%
Global Warehouse contribution (NOI)	$	146,181			$	142,841		$	126,773			15.3%		12.7%
Global Warehouse margin	30.1		%		30.2%			33.3		%		-316 bps		-311 bps
Units in thousands except per pallet data
Global Warehouse rent and storage metrics:
Average economic occupied pallets	3,973				n/a			3,256				22.0%		n/a
Average physical occupied pallets	3,627				n/a			3,049				19.0%		n/a
Average physical pallet positions	5,159				n/a			4,007				28.7%		n/a
Economic occupancy percentage	77.0		%		n/a			81.3		%		-427 bps		n/a
Physical occupancy percentage	70.3		%		n/a			76.1		%		-578 bps		n/a
Total rent and storage revenue per economic occupied pallet	$	51.67			$	50.76		$	49.84			3.7%		1.8%
Total rent and storage revenue per physical occupied pallet	$	56.59			$	55.60		$	53.24			6.3%		4.4%
Global Warehouse services metrics:
Throughput pallets	9,530				n/a			8,199				16.2%		n/a
Total warehouse services revenue per throughput pallet	$	29.40			$	28.53		$	26.68			10.2%		6.9%
SAME STORE WAREHOUSE
Number of same store warehouses	162							162				n/a		n/a
Global Warehouse same store revenue:
Rent and storage	$	149,166			$	147,516		$	152,805			(2.4)%		(3.5)%
Warehouse services	206,085				200,373			208,861				(1.3)%		(4.1)%
Total same store revenue	$	355,251			$	347,889		$	361,666			(1.8)%		(3.8)%
Global Warehouse same store contribution (NOI)	$	118,442			$	116,350		$	124,929			(5.2)%		(6.9)%
Global Warehouse same store margin	33.3		%		33.4%			34.5		%		-120 bps		-110 bps
Units in thousands except per pallet data
Global Warehouse same store rent and storage metrics:
Average economic occupied pallets	2,885				n/a			3,094				(6.8)%		n/a
Average physical occupied pallets	2,562				n/a			2,893				(11.5)%		n/a
Average physical pallet positions	3,764				n/a			3,745				0.5%		n/a
Economic occupancy percentage	76.7		%		n/a			82.6		%		-597 bps		n/a
Physical occupancy percentage	68.1		%		n/a			77.3		%		-920 bps		n/a
Same store rent and storage revenue per economic occupied pallet	$	51.70			$	51.13		$	49.38			4.7%		3.5%
Same store rent and storage revenue per physical occupied pallet	$	58.23			$	57.59		$	52.81			10.3%		9.0%
Global Warehouse same store services metrics:
Throughput pallets	7,125				n/a			7,747				(8.0)%		n/a
Same store warehouse services revenue per throughput pallet	$	28.92			$	28.12		$	26.96			7.3%		4.3%

	Three Months Ended March 31,									Change
Dollars in thousands	2021 actual			2021 constant currency(1)			2020 actual			Actual			Constant currency
NON-SAME STORE WAREHOUSE
Number of non-same store warehouses(3)	71						10			n/a			n/a
Global Warehouse non-same store revenue:
Rent and storage	$	56,109		$	54,170		$	9,503		490.4	%		470.0%
Warehouse services	74,091			71,520			9,899			648.5	%		622.5%
Total non-same store revenue	$	130,200		$	125,690		$	19,402		571.1	%		547.8%
Global Warehouse non-same store contribution (NOI)	$	27,739		$	26,491		$	1,844		1,404.3	%		1,336.6%
Global Warehouse non-same store margin	21.3%			21.1%			9.5%			1180 bps			1157 bps
Units in thousands except per pallet data
Global Warehouse non-same store rent and storage metrics:
Average economic occupied pallets	1,088			n/a			162			571.6	%		n/a
Average physical occupied pallets	1,066			n/a			155			586.3	%		n/a
Average physical pallet positions	1,396			n/a			262			432.8	%		n/a
Economic occupancy percentage	78.0%			n/a			61.9%			1602 bps			n/a
Physical occupancy percentage	76.4%			n/a			59.4%			1700 bps			n/a
Non-same store rent and storage revenue per economic occupied pallet	$	51.57		$	49.79		$	58.65		(12.1	)%		(15.1)%
Non-same store rent and storage revenue per physical occupied pallet	$	52.64		$	50.82		$	61.19		(14.0	)%		(16.9)%
Global Warehouse non-same store services metrics:
Throughput pallets	2,405			n/a			452			432.3	%		n/a
Non-same store warehouse services revenue per throughput pallet	$	30.81		$	29.74		$	21.91		40.6	%		35.7%

(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 233 includes 4 warehouses acquired through the Liberty acquisition on March 1, 2021, 46 warehouses acquired through the Agro acquisition on December 30, 2020, eight warehouses acquired through the Hall’s acquisition on November 2, 2020, three warehouses acquired through the Casper’s and AM-C warehouse acquisitions on August 31, 2020, and five warehouses acquired through the Nova Cold and Newport acquisitions on January 2, 2020. The results of these acquisitions are reflected in the results above since date of ownership.

(3) Non-same store warehouse count of 71 includes 4 warehouses acquired through the Liberty acquisition on March 1, 2021, 46 warehouses acquired through the Agro acquisition on December 30, 2020, eight warehouses acquired through the Hall’s acquisition on November 2, 2020, and three warehouses acquired through the Casper’s and AM-C warehouse acquisitions on August 31, 2020. The results of these acquisitions are reflected in the results above since date of ownership.

(n/a = not applicable)

Fixed Commitment Rent and Storage Revenue

As of March 31, 2021, $307.4 million of the Company’s annualized rent and storage revenue were derived from customers with fixed commitment storage contracts. This compares to $283.6 million at the end of the fourth quarter of 2020 and $258.5 million at the end of the first quarter of 2020. The Company’s recent acquisitions had a lower percentage of fixed committed contracts as a percentage of rent and storage revenue. On a combined pro forma basis, assuming a full twelve months of acquisitions revenue, 36.5% of rent and storage revenue was generated from fixed commitment storage contracts, which is a 420 basis point decrease over the fourth quarter of 2020.

Economic and Physical Occupancy

Contracts that contain fixed commitments are designed to ensure the Company’s customers have space available when needed. For the first quarter of 2021, economic occupancy for the total warehouse segment was 77.0% and warehouse segment same store pool was 76.7%, representing a 670 basis point and 859 basis point increase above physical occupancy, respectively. Economic occupancy for the total warehouse segment decreased 427 basis points, and the warehouse segment same store pool decreased 597 basis points as compared to the first quarter of 2020, as we were impacted by reduced food production volumes and food service activity, and elevated prior year holding levels.

Real Estate Portfolio

As of March 31, 2021, the Company’s portfolio consists of 242 facilities. The Company ended the first quarter of 2021 with 233 facilities in its Global Warehouse segment portfolio and nine facilities in its Third-party managed segment. During the first quarter of 2021, the Company added four facilities through the acquisition of Liberty. The same store population consists of 162 facilities for the quarter ended March 31, 2021. The remaining 71 non-same store population includes the 61 facilities that were acquired in connection with the Agro, AM-C, Caspers, Hall’s and Liberty acquisitions and ten legacy facilities.

Balance Sheet Activity and Liquidity

As of March 31, 2021, the Company had total liquidity of approximately $1.5 billion, including cash, capacity on its revolving credit facility and $388 million of net proceeds available from equity forward contracts. Total debt outstanding was $2.8 billion (inclusive of $306.4 million of financing leases/sale lease-backs and exclusive of unamortized deferred financing fees), of which 79% 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 4.8x. Of the Company’s total debt outstanding, $2.5 billion relates to real estate debt, which excludes sale-leaseback and capitalized lease obligations. The Company’s real estate debt has a remaining weighted average term of 7.5 years and carries a weighted average contractual interest rate of 3.13%. As of March 31, 2021, 87% of the Company’s total debt outstanding was at a fixed rate.

The Company’s equity forwards, the current respective contractual latest settlement dates, and net proceeds are detailed in the table below:

Outstanding Equity Forward Data
in millions, except share price amounts
Quarter Raised	Forward Shares	Net Share Price1	Net Proceeds	Contractual Outside Settlement Date	Target Use of Net Proceeds
3Q 2018	6.000	$21.47	$128.8	3/18/2022	Fund the Ahold Development
2Q 2020 - 3Q 2020	2.429	$35.70	$86.7	7/1/2021	Fund the Calgary and Arkansas expansions
4Q 2020	4.785	$36.15	$173.0	10/13/2021	Fund future growth initiatives
	13.214	$29.40	$388.5
(1) Net of underwriter fee, forward costs and dividends paid.

Dividend

On March 11, 2021, the Company’s Board of Trustees declared a dividend of $0.22 per share for the first quarter of 2021, which was paid on April 15, 2021 to common shareholders of record as of March 31, 2021.

2021 Outlook

The Company reaffirmed its annual AFFO per share guidance of $1.36 - $1.46, and updated certain components. Refer to page 38 of this Financial Supplement for the details of our annual guidance. The Company’s guidance is provided for informational purposes based on current plans and assumptions and is subject to change. The ranges for these metrics do not include the impact of acquisitions, dispositions, or capital markets activity beyond that which has been previously announced.

Investor Webcast and Conference Call

The Company will hold a webcast and conference call on Thursday, May 6, 2021 at 5:00 p.m. Eastern Time to discuss first quarter 2021 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 1-877-407-3982 or 1-201-493-6780. The telephone replay can be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and providing the conference ID# 13718398. The telephone replay will be available starting shortly after the call until May 20, 2021.

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 Company

Americold 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 242 temperature-controlled warehouses, with over 1.4 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 Measures

This press release contains non-GAAP financial measures, including FFO, core FFO, AFFO, EBITDAre, Core EBITDA and same store segment revenue and contribution. A reconciliation from U.S. GAAP net (loss) income available to common shareholders to FFO, a reconciliation from FFO to core FFO and AFFO, and definitions of FFO, and core FFO are included within the supplemental. A reconciliation from U.S. GAAP net (loss) income available to common shareholders to EBITDAre and Core EBITDA, a definition of Core EBITDA and definitions of net debt to Core EBITDA are included within the supplemental.

Forward-Looking Statements

This 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: 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; general economic conditions; risks associated with the ownership of real estate 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, including the Agro acquisition, and including synergies, or disruptions to our plans and operations or unknown or contingent liabilities related to our recent acquisitions; risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof; a failure of our information technology systems, 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; increased interest rates and operating costs, including as a result of the ongoing COVID-19 pandemic; 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; labor and power costs; changes in applicable governmental regulations and tax legislation, including in the international markets; 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; the competitive environment in which we operate; our relationship with our employees, 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; 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 the use of third-party trucking service providers to provide transportation services to our customers; the cost and time requirements as a result of our operation as a publicly traded REIT; changes in foreign currency exchange rates; the impact of anti-takeover provisions in our constituent documents and under Maryland law, which could make an acquisition of us more difficult, limit attempts by our shareholders to replace our trustees and affect the price of our common shares of beneficial interest, $0.01 par value per share, of our common shares; the potential dilutive effect of our common share offerings; and risks related to any forward sale agreement, including the 2018 forward sale agreement, the 2020 ATM forward sale agreements and the 2020 forward sale agreements, or collectively, our forward sale agreements, including substantial dilution to our earnings per share or substantial cash payment obligations.

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, 2020, 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.

Americold Realty Trust and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except shares and per share amounts)
	March 31,					December 31,
	2021					2020
Assets
Property, buildings and equipment:
Land	$	663,569				$	662,885
Buildings and improvements	4,016,435					4,004,824
Machinery and equipment	1,188,608					1,177,572
Assets under construction	374,962					303,531
	6,243,574					6,148,812
Accumulated depreciation	(1,441,337		)			(1,382,298		)
Property, buildings and equipment – net	4,802,237					4,766,514
Operating lease right-of-use assets	320,438					291,797
Accumulated depreciation – operating leases	(31,800		)			(24,483		)
Operating leases – net	288,638					267,314
Financing leases:
Buildings and improvements	59,528					60,513
Machinery and equipment	115,302					109,416
	174,830					169,929
Accumulated depreciation – financing leases	(47,783		)			(40,937		)
Financing leases – net	127,047					128,992
Cash, cash equivalents and restricted cash	287,691					621,051
Accounts receivable – net of allowance of $12,866 and $12,286 at March 31, 2021 and December 31, 2020, respectively	306,970					324,221
Identifiable intangible assets – net	788,044					797,423
Goodwill	800,362					794,335
Investments in partially owned entities	42,376					44,907
Other assets	96,643					86,394
Total assets	$	7,540,008				$	7,831,151
Liabilities and equity
Liabilities:
Borrowings under revolving line of credit	$	43,786				$	—
Accounts payable and accrued expenses	524,876					552,547
Mortgage notes, senior unsecured notes and term loan – net of deferred financing costs of $12,474 and $15,952 in the aggregate, at March 31, 2021 and December 31, 2020, respectively	2,416,228					2,648,266
Sale-leaseback financing obligations	181,951					185,060
Financing lease obligations	124,434					125,926
Operating lease obligations	282,226					269,147
Unearned revenue	18,957					19,209
Pension and postretirement benefits	8,980					9,145
Deferred tax liability – net	221,922					220,502
Multiemployer pension plan withdrawal liability	8,441					8,528
Total liabilities	3,831,801					4,038,330
Equity
Shareholders’ equity:
Common shares of beneficial interest, $0.01 par value – 500,000,000 and 325,000,000 authorized shares; 252,519,518 and 251,702,603 issued and outstanding at March 31, 2021 and December 31, 2020, respectively	2,525					2,517
Paid-in capital	4,681,809					4,687,823
Accumulated deficit and distributions in excess of net earnings	(965,844		)			(895,521		)
Accumulated other comprehensive loss	(13,659		)			(4,379		)
Total shareholders’ equity	3,704,831					3,790,440
Noncontrolling interests:
Noncontrolling interests in operating partnership and consolidated joint venture	3,376					2,381
Total equity	3,708,207					3,792,821
Total liabilities and equity	$	7,540,008				$	7,831,151

Americold Realty Trust and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
	Three Months Ended March 31,
	2021					2020
Revenues:
Rent, storage and warehouse services	$	485,451				$	381,068
Third-party managed services	73,072					64,921
Transportation services	76,272					35,917
Other	—					2,163
Total revenues	634,795					484,069
Operating expenses:
Rent, storage and warehouse services cost of operations	339,270					254,295
Third-party managed services cost of operations	68,690					61,152
Transportation services cost of operations	69,569					31,112
Cost of operations related to other revenues	26					2,108
Depreciation and amortization	77,211					51,604
Selling, general and administrative	45,052					36,893
Acquisition, litigation and other	20,751					1,688
Gain from sale of real estate	—					(2,461		)
Total operating expenses	620,569					436,391
Operating income	14,226					47,678
Other (expense) income:
Interest expense	(25,956		)			(23,870		)
Interest income	224					587
Loss on debt extinguishment, modifications and termination of derivative instruments	(3,499		)			(781		)
Foreign currency exchange gain (loss), net	173					(492		)
Other expense, net	505					871
Loss from investments in partially owned entities	(700		)			(27		)
(Loss) income before income tax benefit (expense)	(15,027		)			23,966
Income tax benefit (expense)
Current	(1,211		)			(2,557		)
Deferred	2,002					2,102
Total income tax benefit (expense)	791					(455		)
Net (loss) income	$	(14,236	)			$	23,511
Net income attributable to non controlling interests	178					—
Net (loss) income attributable to Americold Realty Trust	$	(14,414	)			$	23,511
Weighted average common shares outstanding – basic	252,938					200,707
Weighted average common shares outstanding – diluted	252,938					203,783
Net (loss) income per common share of beneficial interest - basic	$	(0.06	)			$	0.12
Net (loss) income per common share of beneficial interest - diluted	$	(0.06	)			$	0.11

Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and AFFO
(In thousands, except per share amounts - unaudited)
	Three Months Ended
	Q1 21				Q4 20				Q3 20				Q2 20				Q1 20
Net (loss) income	$	(14,236	)		$	(43,992	)		$	12,374			$	32,662			$	23,511
Adjustments:
Real estate related depreciation	52,280				39,128				36,289				35,558				35,442
Net (gain) loss on sale of real estate, net of withholding taxes (b)	—				(676		)		427				(19,414		)		(2,096		)
Net (gain) loss on asset disposals	(39		)		888				1,160				(3		)		—
Impairment charges on real estate assets	—				2,449				—				3,181				—
Our share of reconciling items related to partially owned entities	266				182				111				122				34
NAREIT Funds from operations	$	38,271			$	(2,021	)		$	50,361			$	52,106			$	56,891
Adjustments:
Net (gain) loss on sale of non-real estate assets	(119		)		1,112				(100		)		(252		)		(165		)
Non-real estate impairment	—				(495		)		2,615				486				—
Acquisition, litigation and other	20,751				26,535				5,282				2,801				1,688
Share-based compensation expense, IPO grants	163				200				196				203				373
Bridge loan commitment fees	—				2,438				—				—				—
Loss on debt extinguishment, modifications and termination of derivative instruments	3,499				9,194				—				—				781
Foreign currency exchange (gain) loss	(173		)		44,905				196				(315		)		492
Our share of reconciling items related to partially owned entities	154				39				76				79				—
Core FFO applicable to common shareholders	$	62,546			$	81,907			$	58,626			$	55,108			$	60,060
Adjustments:
Amortization of deferred financing costs and pension withdrawal liability	1,148				1,202				1,203				1,196				1,546
Amortization of below/above market leases	39				37				39				—				76
Straight-line net rent	(155		)		(324		)		(87		)		(108		)		(109		)
Deferred income tax benefit	(2,002		)		(9,379		)		(1,284		)		(967		)		(2,102		)
Share-based compensation expense, excluding IPO grants	4,867				4,371				4,373				4,261				3,934
Non-real estate depreciation and amortization	24,931				19,191				17,280				16,841				16,162
Maintenance capital expenditures (a)	(15,731		)		(20,291		)		(17,534		)		(15,306		)		(12,438		)
Our share of reconciling items related to partially owned entities	278				168				125				78				22
Adjusted FFO applicable to common shareholders	$	75,921			$	76,882			$	62,741			$	61,103			$	67,151

Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and AFFO (continued)
(In thousands except per share amounts - unaudited)
	Three Months Ended
	Q1 21			Q4 20				Q3 20			Q2 20			Q1 20
NAREIT Funds from operations	$	38,271		$	(2,021	)		$	50,361		$	52,106		$	56,891
Core FFO applicable to common shareholders	$	62,546		$	81,907			$	58,626		$	55,108		$	60,060
Adjusted FFO applicable to common shareholders	$	75,921		$	76,882			$	62,741		$	61,103		$	67,151
Reconciliation of weighted average shares:
Weighted average basic shares for net income calculation	252,938			205,984				204,289			201,787			200,707
Dilutive stock options, unvested restricted stock units, equity forward contracts	3,226			3,944				4,211			3,511			3,076
Weighted average dilutive shares	256,164			209,928				208,500			205,298			203,783
NAREIT FFO - basic per share	$	0.15		$	(0.01	)		$	0.25		$	0.26		$	0.28
NAREIT FFO - diluted per share	$	0.15		$	(0.01	)		$	0.24		$	0.25		$	0.28
Core FFO - basic per share	$	0.25		$	0.40			$	0.29		$	0.27		$	0.30
Core FFO - diluted per share	$	0.24		$	0.39			$	0.28		$	0.27		$	0.29
Adjusted FFO - basic per share	$	0.30		$	0.37			$	0.31		$	0.30		$	0.33
Adjusted FFO - diluted per share	$	0.30		$	0.37			$	0.30		$	0.30		$	0.33

(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.

(b) (Gain) loss on sale of real estate, net of withholding tax include withholding tax on the sale of Sydney land which is included in income tax expense on the Condensed Consolidated Statement of Operations.

Reconciliation of Net (Loss) Income to EBITDA, NAREIT EBITDAre, and Core EBITDA
(In thousands - unaudited)
	Three Months Ended																					Year Ended
	Q4 20				Q3 20				Q2 20				Q1 20				Q4 19					FY 2020				FY 2019
Net (loss) income	$	(14,236	)		$	12,374			$	32,662			$	23,511			$	20,809				$	54,311			$	48,162
Adjustments:
Depreciation and amortization	77,211				53,569				52,399				51,604				47,750					234,783				163,348
Interest expense	25,956				23,066				23,178				23,870				23,827					96,070				94,408
Income tax (benefit) expense	(791		)		819				1,196				90				2,236					1,314				(5,157		)
EBITDA	$	88,140			$	89,828			$	109,435			$	99,075			$	94,622				$	386,478			$	300,761
Adjustments:
Net (gain) loss on sale of real estate, net of withholding taxes	—				427				(19,414		)		(2,096		)		—					(21,083		)		34
Adjustment to reflect share of EBITDAre of partially owned entities	649				293				237				60				—					1,239				1,726
NAREIT EBITDAre	$	88,789			$	90,548			$	90,258			$	97,039			$	94,622				$	366,634			$	302,521
Adjustments:
Acquisition, litigation and other	20,751				5,282				2,801				1,688				10,377					30,522				40,614
Bridge loan commitment fees	—				—				—				—				—					—				2,665
(Income) loss from investments in partially owned entities	700				98				129				27				—					954				111
Gain from sale of partially owned entities	—				—				—				—				—					—				(4,297		)
Asset impairment	—				2,615				3,667				—				—					6,282				13,485
Foreign currency exchange loss (gain)	(173		)		196				(315		)		492				(76		)			200				(10		)
Share-based compensation expense	5,030				4,569				4,464				4,307				3,699					18,370				12,895
Loss on debt extinguishment, modifications and termination of derivative instruments	3,499				—				—				781				—					4,280				—
Loss (gain) on real estate and other asset disposals	(158		)		1,060				(255		)		(164		)		464					483				870
Reduction in EBITDAre from partially owned entities	(649		)		(293		)		(237		)		(60		)		—					(1,239		)		(1,726		)
Core EBITDA	$	117,789			$	104,075			$	100,512			$	104,110			$	109,086				$	426,486			$	367,128

Revenue and Contribution by Segment
(in thousands - unaudited)
	Three Months Ended March 31,
	2021					2020
Segment revenues:
Warehouse	$	485,451				$	381,068
Third-party managed	73,072					64,921
Transportation	76,272					35,917
Other	—					2,163
Total revenues	634,795					484,069
Segment contribution:
Warehouse	146,181					126,773
Third-party managed	4,382					3,769
Transportation	6,703					4,805
Other	(26		)			55
Total segment contribution	157,240					135,402
Reconciling items:
Depreciation and amortization	(77,211		)			(51,604		)
Selling, general and administrative	(45,052		)			(36,893		)
Acquisition, litigation and other	(20,751		)			(1,688		)
Gain from sale of real estate, net	—					2,461
Interest expense	(25,956		)			(23,870		)
Interest income	224					587
Loss on debt extinguishment, modifications and termination of derivative instruments	(3,499		)			(781		)
Foreign currency exchange gain (loss), net	173					(492		)
Other expense, net	505					871
Loss from investments in partially owned entities	(700		)			(27		)
(Loss) income before income tax benefit (expense)	$	(15,027	)			$	23,966

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.

In addition to our primary business segments, we owned a limestone quarry in Carthage, Missouri. We do not view the operation of the quarry as an integral part of our business, and as a result this business segment was subsequently sold on July 1, 2020.

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, and our share of reconciling items of 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, non-real estate asset impairment, acquisition, litigation and other expenses, share-based compensation expense for the IPO retention grants, bridge loan commitment fees, loss on debt extinguishment, modifications and termination of derivative instruments and foreign currency exchange gain or loss. We also adjust for the impact of Core FFO attributable to partially owned entities. We have elected to reflect our share of Core FFO attributable to partially owned entities since the Brazil JV is a strategic partnership 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, pension withdrawal liability and above or below market leases, straight-line net rent, provision or benefit from deferred income taxes, stock-based compensation expense from grants of stock options and restricted stock units under our equity incentive plans, excluding IPO grants, non-real estate depreciation and amortization, and maintenance capital expenditures. We also adjust for AFFO attributable to our portion 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, gains or losses on disposition of depreciated property, including gains or losses on change of control, impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustment to reflect share of EBITDAre of unconsolidated affiliates. 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 expenses, impairment of long-lived assets, loss or gain on other asset disposals, bridge loan commitment fees, loss on debt extinguishment and modifications, share-based compensation expense, foreign currency exchange gain or loss, loss or income on partially owned entities 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 20 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.

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

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