Americold Realty Trust 8-K, filed Nov 14, 2022
Americold Realty Trust (COLD)
8-K
2022-11-14
For: 2022-11-14
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April 06, 2026
About this 8-K
Americold Realty Trust filed this 8-K on November 14, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 14, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
(678 ) 441-1400
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Item 7.01 — Other Events.
Americold Realty Trust, Inc. (the “Company”) is providing this presentation to be used in investor meetings. A copy of this presentation is available on the Company’s website and is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The foregoing information is furnished pursuant to Item 7.01, “Regulation FD.” The information in Item 7.01 of this Current Report on Form 8-K and the exhibit furnished therewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
Investor Presentation Materials posted November 14, 2022. | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 14, 2022
| Americold Realty Trust, Inc. | ||||||||
| By: | /s/ Marc J. Smernoff | |||||||
Name: Marc J. Smernoff | ||||||||
Title: Chief Financial Officer and Executive Vice President | ||||||||
Investor Presentation Winter 2022
This presentation contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following: the impact of supply chain disruptions, including, among other, the impact of labor availability, raw material availability, manufacturing and food production and transportation; uncertainties and risks related to public health crises, including the ongoing COVID-19 pandemic; adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry; 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, and including synergies, or disruptions to our plans and operations or unknown or contingent liabilities related to our recent acquisitions; risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof; a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes could cause business disruptions or loss of confidential information; risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations; defaults or non-renewals of significant customer contracts, including as a result of the ongoing COVID-19 pandemic; uncertainty of revenues, given the nature of our customer contracts; 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; geopolitical conflicts, such as the on-going conflict between Russia and Ukraine; inflation and rising interest rates; labor and power costs; labor shortages; 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; our relationship with our associates; the occurrence of any work stoppages or any disputes under our collective bargaining agreements and employment related litigation; liabilities as a result of our participation in multi-employer pension plans; uninsured losses or losses in excess of our insurance coverage; the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with 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; the potential dilutive effect of our common share offerings. Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements included in this document include, among others, statements about our expected expansion and development pipeline and our targeted return on invested capital on expansion and development opportunities. We qualify any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and our 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. Disclaimer
Key Investment Highlights Substantial Internal and External Growth Opportunities Expected to Drive Attractive Risk-Adjusted Returns Over Time Experienced Management Team, Alignment of Interest and Best-In-Class Corporate Governance Investment Grade, Flexible Balance Sheet Positioned for Growth Infrastructure Supported by Best-in-Class IT and Operating Platforms Provides a Significant Competitive Advantage Integrated Network of Strategically-Located, High-Quality, “Mission-Critical” Warehouses Global Market Leader Focused on Temperature-Controlled Warehouses Strong and Stable Food Industry Fundamentals Drive Growing Demand for Our Business Across Cycles 1
93% 1% 6% Warehouse Third-Party Managed Transportation 87% 1% 12% Warehouse Third-Party Managed Transportation Company Snapshot Note: Figures as of September 30, 2022, excludes 4 managed facilities recently exited (1) Includes 14 ground leased assets (2) 2022 IARW North American Top 25 List (March 2022), per GCCA website. Capacity from 2020 GCCA Global Cold Storage Capacity Report (August 2020) (3) Based on COLD share price of $28.45 as of November 7, 2022 (4) Represents share of Revenues and NOI from Global Warehouse Segment (5) Amount includes 1.5 months of Core EBITDA from the Lago Cold Stores acquisition and nine months of Core EBITDA from the De Bruyn Cold Storage prior to Americold’s ownership of the respective acquired entities. Additionally, this amount includes the add-back of facility lease expense for sites that it previously incurred operating lease expense for but was subsequently purchased, including the following sites: seven months for Gdynia prior to site purchase, 10 months for the New Zealand facility prior to site purchase, as well as two months for Denver prior to site purchase. Excludes 4 managed facilities recently exited. (6) Segment contribution refers to segment’s revenues less segment specific operating expenses (excludes any depreciation and amortization, impairment charges and corporate level SG&A). Contribution for our warehouse segment equates to net operating income (“NOI”) Portfolio Overview LTM 9/30/22 Segment Breakdown Revenue Contribution / NOI (6) LTM 9/30/22 TOTAL REVENUE $2,610mm LTM 9/30/22 TOTAL CONTRIBUTION (NOI) $662mm Warehouses 245 Ownership Type 194 owned (1), 46 capital / operating leased, 5 managed Total Capacity 1.5bn cubic feet / 45.6mm square feet Average Facility Size 5.9mm cubic feet / 186K square feet Geographic Operations North America, Europe, Asia- Pacific and South America Estimate of N.A. Market Share 17.8% (2) Number of Customers 4,400+ Number of Pallet Positions ~5.4mm World’s largest publicly traded REIT focused on the ownership, operation, development and acquisition of temperature-controlled warehouses $10.9bn Total Enterprise Value (3) $483mm LTM PF Core EBITDA (5) Equity Market Cap (3)$7.7bn $0.88 3Q22 Annualized Dividend per Share Financial Highlights 11.3% / 6.5% YTD Total Revenue / NOI Growth Rate (4) 2
Largest Fully Integrated Network of Temperature-Controlled Warehouses Food Producers Americold Realty Trust Food Distribution + Retailers Tradewater Distribution Center Atlanta, GA An indispensable component of food infrastructure from “farm to fork" Production Advantaged Warehouse Farm Food Producer Distribution Center / Public Warehouse Food Service Distribution Center Retail Distribution Center Restaurant Supermarket e-Commerce Fulfillment School Hospital Hotel Fork Sports Government 3
Transportation Warehouse Third-Party Managed Warehouse NOI Third-Party Managed Transportation Integrated Operations Overview (1) LTM figures as of September 30, 2022, excludes 4 managed facilities recently exited Th ird -P ar ty M an ag ed W ar eh ou se (S to ra ge a nd H an dl in g) Mission-critical, temperature-controlled real estate infrastructure generates rent and storage income Comprehensive value-add services Strategic locations, network breadth, scale, reliable temperature integrity and best-in-class customer IT interface distinguish our warehouses from our competitors Warehouse management services provided at customer- owned facilities Operating costs passed through to customers Asset-light consolidation, management and brokerage services Complements warehouse segment Enhances customer retention and drives warehouse storage and occupancy Supplementary offering that improves supply chain efficiency and reduces cost by leveraging Americold’s scale Segment Overview Select Customers % of Contribution (1) Tr an sp or ta tio n 1% 6% 93% Clearfield Distribution Facility – Clearfield, UT Real estate value is driven by the critical nature of our infrastructure, strategic locations and integrated, full-service strategy 4
# of Facilities 198 27 18 2 245 Square Feet (mm) 39.5 3.8 2.1 0.2 45.6 Cubic Feet (mm) 1,244 121 78 10 1,453 Strategically Located, “Mission-Critical” Temperature-Controlled Warehouses Note: Americold portfolio figures as of September 30, 2022, excludes 4 managed facilities recently exited. Figures do not include Americold’s South American JV investments in SuperFrio, Comfrio Soluções Logística and the LATAM JV Strategic locations and extensive geographic presence provide an integrated warehouse network that is fundamental to customers’ ability to optimize their distribution networks South AmericaAsia-PacificNorth America Europe Total 5
A Global Market Leader in Temperature-Controlled Warehousing 6 Rank Company Market Share Cubic Ft (mm) # of Facilities 1 Lineage Logistics (3) 10.6% 2,701 ~424 2 5.7% (4) 1,453 (4) 245 3 US Cold Storage, Inc. 1.6% 406 ~40 4 NewCold Advanced Cold Logistics 0.8% 215 ~15 5 Nichirei Logistics Group, Inc. 0.8% 199 ~138 6 Interstate Warehousing, Inc. 0.5% 116 ~8 7 Frialsa Frigorificos 0.4% 109 ~23 8 VX Cold Chain Logistics 0.4% 98 ~20 9 Constellation Cold Logistics 0.3% 88 ~21 10 Superfrio Logistica Frigorificada 0.3% 76 ~38 TOTAL (6) 21.6% 5,484 Note: Americold portfolio figures as of September 30, 2022, excludes 4 managed facilities recently exited. Number of facilities estimated as per publically available information. Figures may not sum due to rounding (1) 2022 IARW North American Top 25 List (March 2022), per GCCA website. Total capacity from 2020 GCCA Global Cold Storage Capacity Report (August 2020) (2) 2022 IARW Global Top 25 List (March 2022), per GCCA website. Total capacity from 2020 GCCA Global Cold Storage Capacity Report (August 2020) (3) Figures for Lineage Logistics reflect acquisition of Versacold in August 2022 but do not include the recent acquisition of Grupo Fuentes (4) Figures do not include Americold’s Brazilian JV investments in SuperFrio and Comfrio Soluções Logística (5) Reflects number of locations (6) The remaining 42.0% and 78.4% of the North American and global markets consist of ~2.9bn cubic feet and ~19.9bn cubic feet, respectively Rank Company Market Share Cubic Ft (mm) # of Facilities 1 Lineage Logistics (3) 27.7% 1,936 ~274 2 17.8% 1,244 198 3 US Cold Storage, Inc. 5.8% 406 ~40 4 Interstate Warehousing, Inc. 1.7% 116 ~8 5 Conestoga Cold Storage 0.9% 64 ~5 6 Congebec Logistics, Inc. 0.9% 61 ~12 7 RLS Logistics 0.8% 59 ~17 8 Burris Logistics 0.8% 59 ~8 9 NewCold Advanced Cold Logistics 0.7% 48 ~3 10 Confederation Freezers – Brampton 0.5% 34 ~8 (5) TOTAL (6) 58.0% 4,051 North American Market (1) Global Market (2) Our position as a global market leader allows us to realize economies of scale, reduce operating costs and lower our overall cost of capital. Ideally positioned to compete for customers and external growth opportunities
19% 17% 14% 8% 7% 6% 6% 5% 5% 4% 4% 2% 2% 1% Retail ⁽⁴⁾Packaged Foods ⁽²⁾ Poultry Dairy Potatoes Other Beef Pork Frozen Produce Fresh Produce Bakery Seafood Distributors ⁽³⁾ Beverage 7 81% 9% 10% 1% North America Europe Asia-Pacific South America 44% 29% 26% 1% Distribution Production Advantaged Public Warehouse Facility Leased 51% 24% 25% Distribution Production Advantaged Public Warehouse Facility Leased 1% Highly Diversified Business Model Produces Stable Cash Flows 20% 31% 25% 24% WestEast Central Southeast U.S. WarehouseGlobal Warehouse LTM 9/30/22 WAREHOUSE REVENUE LTM 9/30/22 WAREHOUSE REVENUE LTM 9/30/22 TOTAL U.S. WAREHOUSE REVENUE LTM 9/30/22 WAREHOUSE REVENUE LTM 9/30/22 WAREHOUSE CONTRIBUTION (NOI) Pro Forma Global Geographic Diversity (1) Pro Forma Warehouse Type Pro Forma Commodity Diversification helps reduce revenue volatility associated with seasonality and changing commodity trends ~79% of Revenue from Food Manufacturers and ~19% from Retailers Note: September 30, 2022 LTM Revenue and NOI pro forma for 2021 acquisitions. Figures may not sum due to rounding (1) Diversification based on warehouse segment revenues for the twelve months ended September 30, 2022 (2) Packaged food reflects a broad variety of temperature-controlled meals and foodstuffs (3) Distributors reflects a broad variety of product types from distribution customers (4) Retail reflects a broad variety of product types from retail customers
25 largest customers account for approximately 48% (3) of warehouse revenues, with no customer generating more than 5% (3) of revenues Long-Standing Relationships with Top 25 Customers Have been with Americold for an average of ~35 years 14 customers are investment grade (2) 100% utilize multiple facilities 96% utilize technology integration 92% utilize value-add services 88% utilize committed contracts or leases 60% are in fully dedicated sites 52% utilize transportation and consolidation services Representative Food Producers / CPG Companies (1) Representative Retailers / Distributors (1) Top 25 Customers Scope and scale of network coupled with long-standing relationships position us to grow market share organically and through acquisitions 8(1) Not all customers shown are in COLD’s top 25 largest customers in the warehouse segment (2) Represents long-term issuer ratings as of Q3 2022 (3) Based on LTM warehouse revenues as of September 30, 2022. Amount includes 1.5 months of warehouse revenue from the Lago Cold Stores acquisition and 9 months of warehouse revenue from the De Bruyn Cold Storage acquisition prior to Americold’s ownership of the respective acquired entities
76% 75% 76% 70% 70% 74% 73% 71% 69% 72% 77% 75% 70% 70% 74% 81% 80% 72% 71% 77% 76% 72% 70% 80% 79% 81% 77% 77% 77% 77% 78% 75% 77% 81% 79% 77% 77% 80% 84% 83% 79% 78% 80% 80% 79% 77% '18 '19 '20 '21 '22 '18 '19 20 '21 '22 '18 '19 '20 '21 '22 '18 '19 '20 '21 '18 '19 '20 21 Network Average Economic & Physical Occupancy Trend Typical optimal physical occupancy is ~85% to maximize four-wall cash flow / NOI o Varies based on several factors, including intended customer base, throughput maximization, seasonality and leased but unoccupied pallets Economic Occupancy X X X X X X X X X X X X Warehouse Pallets X Contractually Reserved Pallets Significantly increased fixed commitment contracts in our portfolio Economic occupancy reflects the aggregate number of physically occupied pallets and any additional pallets otherwise contractually committed for a given period, without duplication Currently Occupied 1Q 2Q 3Q 4Q Annual Note: Dotted lines represent incremental average economic occupancy percentage (1) Example assumes 10,000 pallet positions and is for illustrative purposes only Illustrative Economic Occupancy (1) Physical Occupancy Economic Occupancy Americold’s commercialization practices support our customers and improve our quality of earnings 7,000 6,800 7,000 7,100 7,350 7,600 7,850 8,300 8,500 9,000 8,800 8,300 5,000 6,000 7,000 8,000 9,000 10,000 January February March April May June July August September October November December Economic Occupancy: 8,500 Physical Occupancy 9 COVID COVID COVID COVID COVID
Growing Committed Revenue in Warehouse Portfolio Note: Revenues represent LTM figures. Dollars in millions (1) Based on the annual committed rent and storage revenues attributable to fixed storage commitment contracts and leases as of September 30, 2022 (2) Based on total warehouse segment revenue generated by contracts with fixed storage commitments and leases for the quarter ended September 30, 2022 (3) Represents weighted average term for contracts featuring fixed storage commitments and leases as of September 30, 2022 (4) Based on LTM warehouse revenues as of September 30, 2022. Amount includes 1.5 months of warehouse revenue from the Lago Cold Stores acquisition and 9 months of warehouse revenue from the De Bruyn Cold Storage acquisition prior to Americold’s ownership of the respective acquired entities Fixed storage committed contracts and leases currently represent: o 41% of warehouse rent and storage revenues (1) and o 46% of total warehouse segment revenues (2) 8-year weighted average stated term (3) 3-year weighted average remaining term (3) As of September 30, 2022, we had entered into at least one fixed commitment contract or lease with 22 of our top 25 warehouse customers The scope and breadth of our network positions us to continue to increase our fixed storage commitments Our recent acquisitions have a lower percentage of fixed commitment contracts as a percent of rent and storage revenue. We view this as an opportunity as we bring these acquisitions onto Americold’s commercialization standards Annualized Committed Rent & Storage Revenue (1) Other Rent & Storage Revenue Warehouse Segment Revenue Generated by Fixed Commitment Contracts or Leases (2) Other Warehouse Segment Revenue Total Warehouse Rent & Storage Revenue Total Warehouse Segment Revenue Significant improvement transitioning from as-utilized, on demand contracts to fixed storage committed contracts and leases 10 47% 46% 39% 41% 42% 42% 44% 43% 44% 53% 54% 61% 59% 58% 58% 56% 57% 56% $1,539 $1,635 $1,995 $2,016 $2,115 $2,167 $2,199 $2,204 $2,275 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 ⁽⁴⁾ 42% 41% 36% 39% 39% 39% 40% 41% 41% 58% 59% 64% 61% 61% 61% 60% 59% 59% $666 $692 $854 $854 $884 $907 $919 $936 $969 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 3Q22 ⁽⁴⁾
$324 $338 $387 $438 $538 $590 $24 $37 $61 $82 $48 $25 $348 $375 $448 $520 $586 $615 2017A 2018A 2019A 2020A 2021A LTM 9/30/22 Rent & Storage Warehouse Services Warehouse Financial Summary Warehouse Revenue ($mm) Warehouse NOI ($mm) 2017A – LTM 9/30/22 CAGR Actual $ Constant Currency (1) 15.8% 16.7% 15.4% 16.5% 1.0% (0.4%) 13.4% 14.5% 2017A – LTM 9/30/22 CAGR Actual $ Constant Currency (1) 30.4% 31.8% 32.5% 28.1% Contribution (NOI) Margin Warehouse Services Total Warehouse Services Rent & Storage 14.8% 16.1%Rent & Storage 12.7% 13.7%Total Since 2017, NOI mix from Rent & Storage has grown from 93% to over 96% today (1) On a constant currency basis relative to fiscal year 2017 foreign currency exchange rates 33.6% 11 $502 $515 $583 $666 $876 $966 $644 $662 $795 $883 $1,209 $1,293 $1,146 $1,177 $1,377 $1,549 $2,085 $2,258 2017A 2018A 2019A 2020A 2021A LTM 9/30/22 Rent & Storage Warehouse Services 27.2%
Substantially All Warehouse NOI Driven by Rental & Storage Revenue Note: Based on LTM warehouse segment as of September 30, 2022. Illustrative representation scaled to $1. Future results may vary. Figures may not sum due to rounding. (1) Material Handling Equipment (2) OS&D and D&D refer to Over Short & Damaged and Detentioned & Demurrage, respectively Labor ($0.44) Other Facility Costs Ex pe ns es Re ve nu es Rent & Storage Warehouse Services Total Warehouse = $0.43 $0.57 $1.00 Other Services Costs ($0.12) ($0.07) ($0.10) ($0.44) ($0.12) + $0.26 $0.01 $0.27 =+ Power and utilities Real Estate Related Costs: facility maintenance, property taxes, insurance, rent, security, sanitation, etc. Direct labor, overtime, contract labor, indirect labor, workers’ compensation and benefits MHE (1), warehouse operations (pallets, shrink wrap, OS&D and D&D (2)) PPE and warehouse administration REIT: Rent & Storage TRS: Warehouse Services Commentary Power ($0.07) ($0.10) 61% 2% 27%N O I – – – – Margin: % WH Total: 96% 4% 100% 12
Disciplined Growth Strategy Global warehouse network, operating systems, scalable information technology platform and economies of scale provide a significant advantage over competitors with respect to organic and external growth opportunities Signifies COLD has and continues to capitalize on these growth opportunities Global Food Producers and Retailers Outsourcing & Sale- Leaseback Opportunities 8 Expand Presence in Other Temperature Sensitive Products in the Cold Chain 9 Operational Efficiencies & Cost Containment 3 Underwriting & Contract Standardization 2 Rate Escalations / Occupancy Increases 1 Customer-Specific Build-to-Suit & Market-Driven Development 4 Redevelopment & Existing Site Expansion 5 Industry Consolidation 6 Geographic Expansion into New Markets 7 External Growth and Expansion Opportunities Organic Growth Opportunities Development and Redevelopment Focused and Disciplined Strategy to Expand Portfolio Proactive Asset Management “Same Store” Warehouse 13
88% 5% 7% 212 12 16 240 5.8% 3.9% 3.5% 2.3% 0.3% 6.0% 8.1% 9.6% 2017 2018 2019 2020 2021 1Q22 2Q22 3Q22 Same Store NOI Margin Organic Growth Initiatives Have Driven Stable Same Store Performance 14 Actual $ Growth % TOTAL COLD WAREHOUSE FACILITIES Total SS Warehouse SS Rent & Storage SS Warehouse Services Legacy COLD Same Store Acquired Non-Same Store Legacy / Redevelopment Non-Same Store Non-Same Store Same Store Note: Figures as of September 30, 2022, unless otherwise indicated. Constant currency growth represents year-over-year growth based on the same foreign exchange rates relative to the comparable prior year period (1) 2022 full year guidance is 7.5% - 8.0% (2) 2022 full year guidance is 150 - 100 bps lower than the associated revenue Historical same store performance is the culmination of active asset management, our integrated network and market position and the replacement of legacy customer agreements with new contracts implementing our Commercial Business Rules Total Same Store Warehouse NOI GrowthSame Store Warehouse Revenue Growth 3Q 2022 Same Store Portfolio Historically expected to range between 2% – 4% on a constant currency basis (1) Historically expected to range 100 – 200 bps higher than associated SS revenue (2) Constant Currency $ Growth % Constant Currency $ Growth % Actual $ Growth % 2.9%6.1% 6.9%9.8%1.9% 3.9%1.9% 5.3%1.3% (4.9%) Results since 2020 have been impacted by unprecedented COVID-related supply chain and labor disruptions; successful pricing and labor initiatives have yielded positive results COVID Timeframe COVID Timeframe 4.5% (4.7%) COVID Timeframe 5.9% 1.6% 9.5% 7.4% 5.1% 5.6% (5.8%) (3.6%) 3.1% 14.4% 2017 2018 2019 2020 2021 1Q22 2Q22 3Q22 12.5%7.1% 65.5% 66.2% 67.0% 66.8% 65.7% 61.9% 61.9% 59.2% 4.0% 5.8% 6.9% 9.3% 8.7% 4.5% 4.6% 7.5% 30.9% 32.1% 32.6% 34.1% 32.6% 28.8% 28.9% 29.5% 2017 2018 2019 2020 2021 1Q22 2Q22 3Q22
Historic Same Store Seasonality Trend Quarterly Same Store Revenue (% of Annual) Quarterly Same Store NOI (% of Annual) 24% 24% 25% 26% 24% 24% 25% 26% 25% 24% 25% 26% 24% 25% 25% 26% Q1 Q2 Q3 Q4 2018 Revenue 2019 Revenue 2020 Revenue 2021 Revenue 24% 24% 25% 27% 23% 25% 24% 28% 25% 23% 25% 27% 25% 24% 25% 26% Q1 Q2 Q3 Q4 2018 NOI 2019 NOI 2020 NOI 2021 NOI Peak holiday season drives higher volumes Power expense moderates back to average levels Fourth Quarter The harvest ramp coupled with holiday season inventory build often drives Q3 revenue growth Q3 (mid / late summer) is the hottest weather quarter which negatively impacts NOI due to increased power expense Third Quarter Surge in 1Q 2020 due to COVID Timing of Easter moves between Q1 and Q2 On average Q1 and Q2 are relatively consistent First / Second Quarter Key Quarterly Drivers Prior to COVID-19, same store metrics show consistent seasonal trends (1) (1) 2020 and 2021 seasonality impacted by COVID-19 and has varied from historic norms 15
Expansion and Development Overview 16 (1) As of September 30, 2022; no assurance can be given that the actual cost or completion dates of any expansions or developments will not exceed our estimate (2) Cost to date through September 30, 2022; projects are substantially complete. Additional spending may be incurred for residual cost and retainage. Exchange rates as of September 30, 2022 (3) Based on midpoint of estimated NOI ROIC (4) Reflects midpoint of Management’s estimated cost range to complete as of September 30, 2022 (5) These future pipeline opportunities are at various stages of discussion and consideration and, based on historical experiences, many of them may not be pursued or completed as contemplated or at all Existing Sites for Future Expansion Expansion Opportunities 730+ acres of excess developable land In current portfolio Customer- Specific Market- Demand + Estimated Cost to Complete (4) ~$100mm ~$417mm spent / ~$517mm total (4 Expansions / 2 Developments) 49.4mm Cu Ft ~157,000 Pallets Estimated Investment $1bn+ Under Construction Current Development Pipeline (5) Expansion and Development Opportunities (1) Atlanta 2, GA Plainville, CT Barcelona, SpainRussellville, AR Lancaster, PA Includes both customer-specific and market-demand Global opportunities Greenfield developments and expansions Automated and conventional facilities Food manufactures and retail customers Spearwood, Australia Recently Completed / Ramping to Stabilization Rochelle, IL Columbus, OH Savannah, GA Atlanta, GA Auckland, NZ Lurgan, N. Ireland Total Estimated Cost ⁽²⁾ ~$445mm Total Estimated Stabilized NOI (3) ~$45mm Dunkirk, NY Calgary, Canada Highlighted Projects Completed within the last 18 months and represent ~$259mm of Cost ⁽²⁾ and ~$29mm of NOI (3)Dublin, Ireland
Development of Two Automated Facilities for Ahold Delhaize COLD is building two automated, retail fulfillment centers for Ahold Delhaize USA (“ADUSA”) that will serve ~750 stores in the Northeast and Mid-Atlantic US – Upon completion, ADUSA will become a top 25 customer – Ahold Delhaize is the 2nd largest grocer in the world with strong investment grade ratings (S&P: BBB / Moody's: Baa1) (1) ~$333mm of total development capital investment (2) Construction commenced in 2Q20 and is expected to fully stabilize in Q2 2024 and Q3 2024 Provides long-term infrastructure for a top grocer in the US 20-year commitment with highly attractive returns – 10-12% expected stabilized NOI ROIC for both sites Grocery retail remains mission-critical in a post COVID-19 world Strategic Rationale Development Overview Plainville, CT Note: No assurance can be given that the actual cost or completion dates of any expansions or developments will not exceed our estimate, or that targeted returns will be achieved (1) Ratings as of Q3 2022 (2) Reflects midpoint of Management’s estimated cost range to complete as of September 30, 2022 Facilities Plainville, CT and Lancaster, PA Clear Height ~130 feet Total Cubic Feet ~23.5mm cubic feet Total Pallet Positions ~59K pallet positions Developments at a Glance The Ahold Delhaize highly automated development is an opportunity for Americold to continue to grow in the retail sector Lancaster, PA
Russellville, AR Expansion for Conagra Brands The Russellville highly automated expansion is an opportunity to provide mission critical, long-term infrastructure for a top tier strategic customer COLD is expanding its Russellville, Arkansas facility for a total of ~$92mm in a dedicated build for Conagra Brands (1) – Construction started during Q4 2020 and is expected to fully stabilize in Q3 2024 – Expected to generate stabilized NOI ROIC of ~10%-12% Conagra Brands (NYSE: CAG) is one of North America’s leading branded food companies – CAG is a top tier strategic customer – COLD has served CAG for decades in multiple locations – CAG is rated BBB-/Baa3/BBB- by S&P, Moody’s, Fitch (2) Expansion Overview Expansion at a Glance (1) Reflects midpoint of Management’s estimated cost range to complete as of September 30, 2022 (2) Ratings as of Q3 2022 Clear Height ~130 feet Cubic Feet ~13mm cubic feet Pallet Positions ~42K pallet positions 18
$643 Floating $2,593 Fixed 20% 80% $3.2bn 6% 94% Cash $40 Revolver Availability $660 $0.7bn Well-Laddered Balance Sheet with Significant Liquidity Significant Liquidity: ~$0.7bn (4) – $660mm Undrawn Senior Unsecured Revolving Credit Facility Interest Rate: Base Rate + 85 bps Minimal near-term debt maturities 8% 92% $257 Secured $2,979 Unsecured $3.2bn Rate TypeDebt Type Investment grade ratings: BBB (Fitch / DBRS Morningstar), Baa3 (Moody’s) TOTAL LIQUIDITY Total Debt Profile Liquidity Note: Dollars in millions. Figures based on company filings as of September 30, 2022 pro forma for $264mm 2013 Mortgage Loans (CMBS) paydown utilizing proceeds from the $270 Delayed Draw Term Loan. Balances denominated in foreign currencies have been translated to USD. Figures may not sum due to rounding (1) Does not include sale-leaseback financing obligations or financing lease obligations (2) Revolver maturity date assumes the exercise of two six month extension options (3) Term Loan maturity date assumes the exercise of two 12-month extension options (4) Figure reflects cash and the capacity available under the Senior Unsecured Revolving Credit Facility less ~$22mm in letter of credit and $6mm of restricted cash Real Estate Debt Maturity (1) As of 9/30/2022 Pro Forma TOTAL DEBT TOTAL DEBT 19 COLD maintains a strong liquidity position and a well-laddered maturity profile In August 2022, COLD upsized and extended sustainability-linked unsecured credit facilities Increased liquidity by $200mm by upsizing the U.S. dollar term loan A-1 facility Extended weighted average debt duration with no real estate debt maturities until 2026 Entered into pay fixed swaps for $470mm USD and $250mm CAD In November 2022, COLD transitioned its balance sheet to 92% Unsecured Paid off final legacy Secured 2013 CMBS debt Funded the $270mm delayed draw term loan from August 2022 Recast $343 $392 $350 $400 $200 $181 $375 $270 $468 – – – – 7% 28% 15% 13% 12% 13% – 12% 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 Revolver Balance ⁽²⁾ Delayed Draw Term Loan Senior Unsecured Term Loan A-1 ⁽³⁾ Senior Unsecured Term Loan A-2 (CAD) Series A 4.68% Unsecured Notes due 2026 Series B 4.86% Unsecured Notes due 2029 Series C 4.10% Unsecured Notes due 2030 Series D 1.62% Unsecured Notes due 2031 Series E 1.65% Unsecured Notes due 2033 % of Debt Maturing
Commitment to Environmental, Social and Governance Initiatives 20 Commitment to energy excellence and efficiency Recognized under the Global Cold Chain Alliance’s (GCCA) new Energy Excellence Recognition Program with Gold, Silver or Bronze certifications at 203 facilities Completed LED lighting conversions at 185 facilities Noteworthy fast door implementation savings Awarded Newsweek’s America’s Most Responsible Companies List 2022 Food Logistics magazine’s Top Green Service provider for last four years 2022 GRESB score of 75, 12 points higher than prior year score of 63 16 active Solar projects and 14 active Rainwater Harvesting projects Incorporated an ESG component into new credit facilities, a reduction in the interest rate upon meeting certain GRESB ratings Social initiatives Core Mission: We help our customers feed the world Serve the public good by maintaining the integrity of the food supply and reducing waste Corporate contributions / support to charities aligned with our core beliefs and focus, such as Feed the Children and HeroBox – Launched a partnership with Feed the Children and Kraft Heinz to defeat hunger Shareholder-friendly corporate governance Eight of nine board members independent All committees comprised of independents Gender diversity at board level Cannot opt into MUTA without shareholder vote No poison pill Non-classified board Shareholder “Say on Pay” Environmental Social Governance Awards & Recognition Charitable Organizations
Commitment to Environmental, Social and Governance Initiatives 21 Certified by the GCCA Energy Excellence Recognition Program: 41 sites newly certified in 2021 203 TOTAL SITES Saved at Americold owned and Operated facilities versus same Store 2020 (1) OVER 18.8M kWh Shed by 59 sites participating in demand response programs; $1.4 million awarded in demand response 34.2 MEGAWATT HOURS (MWh) In carbon dioxide GHG equivalent (MTCO2e GHG) reduction in Scope 2 emissions versus same store 2020 (1) 16 solar facilities (2) 16% DECREASE With average reduction of ~2.5 million kWh and 1,772 MTCO2 reduction annually 185 total LED sites (2) 5 NEW LED SITES Of rainwater harvested in 2021 14 rainwater harvesting projects (2) OVER 5.6M GALLONS Environmental by the Numbers Note: As of year end 2021 ESG Report (1) Americold’s same store term is defined as sites that we have owned and operated for two or more years, and are not undergoing major renovation or construction (2) Number of Projects as of September 30, 2022.
Conclusion Substantial Internal and External Growth Opportunities Expected to Drive Attractive Risk-Adjusted Returns Over Time Experienced Management Team, Alignment of Interest and Best-In-Class Corporate Governance Investment Grade, Flexible Balance Sheet Positioned for Growth Infrastructure Supported by Best-in-Class IT and Operating Platforms Provides a Significant Competitive Advantage Integrated Network of Strategically-Located, High-Quality, “Mission-Critical” Warehouses Global Market Leader Focused on Temperature-Controlled Warehouses Strong and Stable Food Industry Fundamentals Drive Growing Demand for Our Business Across Cycles 22
Appendix
0 % 20 % 40 % 60 % 80 % 100 % 120 % M ar -0 2 Se p- 02 M ar -0 3 Se p- 03 M ar -0 4 Se p- 04 M ar -0 5 Se p- 05 M ar -0 6 Se p- 06 M ar -0 7 Se p- 07 M ar -0 8 Se p- 08 M ar -0 9 Se p- 09 M ar -1 0 Se p- 10 M ar -1 1 Se p- 11 M ar -1 2 Se p- 12 M ar -1 3 Se p- 13 M ar -1 4 Se p- 14 M ar -1 5 Se p- 15 M ar -1 6 Se p- 16 M ar -1 7 Se p- 17 M ar -1 8 Se p- 18 Se p- 19 M ar -2 0 Se p- 20 M ar -2 1 Se p- 21 M ar -2 2 Se p- 22 Current Production Constraints in Context Cold storage commodity stock levels have consistently snapped back after any period of disruption USDA Cold Storage Warehouse Commodity Stock Levels – End of Quarter Stock as a % of Prior Year (1) (1) USDA; Excludes data for Q4 2018 given limited disclosure. COVID induced inflation and challenging labor market Mad Cow disease Energy prices and demand from emerging economies Swine flu Severe drought impacting agricultural products and animal feed, piglet disease and bird flu Period of COVID Impact Americold’s Fixed Commitment Contracts help mitigate the impact of food supply chain disruptions. Since 2014, we have increased our percentage of Revenue & Storage Revenue on Fixed Commitments from <5% to over 41% today. 23