8-K
AMERICOLD REALTY TRUST (COLD)
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 3, 2021
AMERICOLD REALTY TRUST
(Exact name of registrant as specified in its charter)
| Maryland | 001-34723 | 93-0295215 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 10 Glenlake Parkway, | South Tower, Suite 600 | |
| --- | --- | --- |
| Atlanta, | Georgia | 30328 |
| (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|
| Common Shares of Beneficial Interest, $0.01 par value per share | COLD | New York Stock Exchange |
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 3, 2021, Americold Realty Trust (the “Company”) issued a press release announcing the Company’s financial results for the third quarter ended September 30, 2021. A copy of the press release as well as a copy of the supplemental information referred to in the press release are available on the Company’s website and are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.
The foregoing information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,”. The information in Item 2.02 of this Current Report on Form 8-K and the exhibits 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(b) Departure of President and Chief Executive Officer and Trustee
On November 2, 2021, the Board of Trustees of the Company (the “Board”) terminated Mr. Boehler without cause from his position as President and Chief Executive Officer of the Company. Mr. Boehler also resigned as a Trustee of the Board of Trustees.
In connection with his separation, and consistent with the terms of his existing employment agreement, Mr. Boehler will receive the following: (i) 2x the sum of his base salary and target bonus, payable in installments over 24-months; (ii) to the extent applicable performance metrics are achieved, his annual bonus for the 2021 calendar year, pro-rated for a partial year of service; (iii) continued participation in the Company’s health and welfare benefit plans for 18 months; and (iv) accelerated vesting of that portion of his restricted stock units (other than those granted in March 2017) and operating partnership units subject to time-based vesting that would have become vested on the next regularly scheduled vesting date. In addition, a portion of Mr. Boehler’s restricted stock units and operating partnership units subject to performance-based vesting, pro-rated to reflect partial service during the performance period, will remain outstanding and eligible to vest based on actual achievement. The foregoing payments and benefits are subject to Mr. Boehler’s continued compliance with certain restrictive covenants.
Mr. Boehler’s departure as President and Chief Executive Officer of the Company was not due to any disagreement with the Company or any matter relating to the Company’s operations, policies or practices.
(c) Appointment of Interim Chief Executive Officer
On November 2, 2021, the Board appointed George F. Chappelle Jr. as the Company’s Interim Chief Executive Officer.
Mr. Chappelle, age 60, served a variety of leadership roles at Tyson Foods from July 2017 to January 2020, including as Chief Corporate Services Officer (April 2019 to January 2020); General Manager of Emerging Proteins, Research and Development and Logistics (January 2019 to January 2020); Chief Operating Officer of Prepared Foods (January 2018 to December 2018); and Chief Integration Officer (July 2017 to December 2017). In addition, he served as the Chief Operating Officer of AdvancePierre Foods from January 2014 to June 2017. Mr. Chappelle currently serves as Chairman of the Board of Flagstone Foods (and has served in that role since February 2020), and as a member of the Boards of Apex International (since January 2021) and Randall Foods (since January 2021. He previously served as Chairman of the Board of AGRO Merchants Group from July 2018 to December 2020.
There are no family relationships between Mr. Chappelle and any Company trustee or executive officer, and no arrangements or understandings between Mr. Chappelle and any other person pursuant to which he was selected as an officer. Mr. Chappelle is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Chappelle entered into an employment agreement dated November 2, 2021 (the “Employment Agreement”) pursuant to which he will serve as Interim Chief Executive Officer beginning on November 2, 2021 and ending on the six-month anniversary of that date (the “Term”), unless the term is mutually extended. During the Term, Mr. Chappelle will receive a monthly base salary of $140,000 and, subject to approval by the Board, he will be granted operating partnership profits units covering 42,183 shares of the Company’s common stock, which will be eligible to vest in full upon completion of the Term, subject to Mr. Chappelle’s continued service through such time and such other terms and conditions as are set forth in the Company’s 2017 Equity Incentive Plan and form of award agreement thereunder (the “OP Unit Award”). In the event of Mr. Chappelle’s termination by the Company without “cause” or his resignation for “good reason” (each as defined in the Employment Agreement) prior to the completion of the Term, Mr. Chappelle will become entitled to (i) a lump sum payment in an amount equal to the salary he would have received if he had remained employed through the Term; (ii) continued full participation in the Company’s health and welfare benefit programs for the remainder of the Term; and (iii) full acceleration of his RSU Award. In the event of Mr. Chappelle’s termination due to his death or disability prior to the completion of the Term, Mr. Chappelle will become entitled to full acceleration of his RSU Award. In each case, the separation payments and benefits described are subject to Mr. Chappelle executing and making effective a general release of claims against the Company and its affiliates as well as Mr. Chappelle’s compliance with certain restrictive covenants.
The foregoing summary of the Employment Agreement is not complete and is qualified in its entirety by the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
(d) Appointment of Trustees
On November 2, 2021, the Board expanded the size of the board from eight to ten and appointed Robert L. Bass, George F. Chappelle Jr. and Pamela K. Kohn as Trustees of the Company. Mr. Bass was appointed to the nominating and corporate governance committee and investment committee and Ms. Kohn was appointed to the audit and compensation committees.
Each of Messrs. Bass and Chappelle and Ms. Kohn have entered into the Company's standard indemnification agreement for trustees and executive officers. The indemnification agreement provides that the Company will indemnify and advance expenses to the indemnitee to the maximum extent permitted by applicable law and the Company’s declaration of trust in effect as of the date of the agreement or to such extent as applicable law and the Company’s declaration of trust thereafter from time to time may permit.
Pursuant to the Company’s trustee compensation program, Mr. Bass and Ms. Kohn are each expected to be granted an equity award of operating partnership profits units with a grant date value of $68,150, subject to vesting based on continued service through May 20, 2022. Mr. Chappelle will not receive any compensation for his services as a trustee during his service as Interim Chief Executive Officer.
Neither Mr. Bass nor Ms. Kohn is a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company on November 3, 2021 announcing the Company’s leadership transition and appointment of three Trustees, which includes additional information concerning each of Messrs. Bass’ and Chappelle’s and Ms. Kohn’s background, is attached hereto as Exhibit 99.3 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
The information set forth in Item 2.02 is incorporated by reference into this Item 7.01. The information in Items 2.02 and 7.01 of this Current Report on Form 80-K and the exhibits 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 |
|---|---|
| 10.1# | Employment Agreement dated November 2, 2021 by and between AmeriCold Logistics, LLC and George F. Chappelle Jr. |
| 10.18 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.18 to Americold Realty Trust’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-34723)) |
| 99.1 | Press Release dated November 3, 2021 for the third quarter ended September 30, 2021. |
| 99.2 | Supplemental Information Package for the third quarter ended September 30, 2021. |
| 99.3 | Leadership Transition Press Release dated November 3, 2021. |
This document has been identified as a management contract or compensatory plan or arrangement.
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 3, 2021
| AMERICOLD REALTY TRUST | |
|---|---|
| By: | /s/ Marc J. Smernoff |
| Name: Marc J. Smernoff | |
| Title: Chief Financial Officer and Executive Vice President |
Document
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is dated this 2nd day of November, 2021, by and between AMERICOLD LOGISTICS, LLC, a Delaware limited liability company with its principal place of business located in Atlanta, Georgia (the “Company”) and George F. Chappelle Jr. (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive as Interim Chief Executive Officer of the Company and the Executive desires to serve in such capacity;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, each intending to be legally bound hereby, agree as follows:
1. Employment. On the terms and subject to the conditions set forth herein, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, for the Employment Term (as defined below). During the Employment Term, the Executive shall serve as Interim Chief Executive Officer of the Company and shall report to the Board of Directors of the Company (the “Board”) and the Board of Trustees of Americold Realty Trust (“ART”), performing the normal duties and responsibilities of the Executive’s position with respect to the business of the Company and such other duties and responsibilities commensurate with such position as the Board may reasonably assign to the Executive from time to time. Effective as of the Commencement Date (as defined below), the Executive shall be appointed to serve as a member of the Board and the Board of Trustees of ART, and will be expected to serve on such boards without additional compensation during the Employment Term.
2. Performance. The Executive shall serve the Company and its subsidiaries and affiliates faithfully and to the best of the Executive’s ability and shall devote the Executive’s full business time, energy, experience and talents to the business of the Company and its subsidiaries and affiliates, as applicable, and will not engage in any other employment activities for any direct or indirect remuneration without the prior written approval of the Board; provided, however, that it shall not be a violation of this Agreement for the Executive to manage the Executive’s personal financial investments, to engage in or serve such civic, community, charitable, educational, industry, professional, or religious organizations as the Executive may select, or, with the prior approval of the Board, to serve on the boards of directors of other companies, so long as such service does not create an actual or potential conflict of interest with, or impair the Executive’s ability to fulfill the Executive’s duties hereunder or conflict with the Executive’s covenants under Section 6 of this Agreement, in each case as determined in the sole judgment of the Board.
3. Employment Term. Subject to earlier termination pursuant to Section 7, the term of employment of the Executive hereunder shall begin on November 2, 2021 or such other date as mutually agreed between the Executive and the Board (the “Commencement Date”), and shall continue until the six (6) month anniversary of the Commencement Date (the “Employment
Term”); provided, however, the Employment Term may be extended upon mutual written agreement by the parties.
4. Principal Location. The Executive’s principal place of employment shall be the Company’s headquarters in Atlanta, Georgia; provided that the Executive may be required to travel to other locations in the performance of his duties.
5. Compensation and Benefits.
(a) Base Salary. During the Employment Term, the Company shall pay the Executive a base salary, payable in equal installments in accordance with Company payroll procedures, at a monthly rate of One Hundred Forty Thousand Dollars ($140,000).
(b) Long Term Incentive
(i) The Executive shall be eligible to participate in such equity and/or long-term incentive programs (individually and collectively, the “Stock Plan”) as established from time to time by the Company’s Board, a committee thereof, and/or the Compensation Committee of the Board of Trustees of ART and as determined in their sole discretion. Any such equity awards shall be governed by the Stock Plan and any Stock Plan equity award agreements between ART and the Executive.
(ii) The Executive shall be granted promptly following the Commencement Date, under the Americold Realty Trust 2017 Equity Incentive Plan (the “2017 Stock Plan”), an award of 42,183 operating partnership profits units to be settled in shares of the common stock of ART (the “Operating Partnership Profits Units”), subject to the approval of the Compensation Committee of the Board of Trustees of ART. Such award shall be governed by the 2017 Stock Plan and a operating partnership profits units award agreement between the Executive and ART. Subject to terms of the 2017 Stock Plan and the award agreement for the Operating Partnership Profits Units, the Operating Partnership Profits Units shall vest in full on the six (6)-month anniversary of the Commencement Date, subject to the Executive’s continuous employment with the Company from the date of grant of such award through such vesting date, except as otherwise provided in Section 7(b), it being understood that any earlier termination by the Company of the Executive’s employment due to the appointment of a permanent Chief Executive Officer of the Company by the Board of Trustees of ART shall entitle the Executive to the acceleration benefits described in Section 7(b)(iii).
(c) Benefits. During the Employment Term, the Executive shall, subject to and in accordance with the terms and conditions of the applicable plan documents in force from time to time and all applicable laws, be eligible to participate in the designated employee benefit, fringe and perquisite plans, practices, policies and arrangements the Company makes available from time to time to its executives generally.
(d) Paid Time Off. The Executive shall be entitled to a specified amount of days of paid time off during each calendar year, pro-rated for any partial calendar year of employment, in
accordance with the Company’s policies and practices with respect to its associates generally as in effect from time to time.
(e) Business Expenses. The Executive shall be reimbursed by the Company for all reasonable and necessary business expenses actually incurred by the Executive in performing the Executive’s duties hereunder. All payments under this Section 5(e) will be made in accordance with policies established by the Company from time to time and subject to receipt by the Company of appropriate documentation.
(f) Directors and Officers Liability Insurance. The Company shall indemnify the Executive for actions during the Employment Term taken by the Executive as an officer or director/trustee of the Company to the full extent authorized by law, provided however that the Company shall not indemnify the Executive for any losses incurred by the Executive as a result of acts or omissions described in Section 7(d)(i). If the Executive has any knowledge of any actual or threatened action, suit or proceeding, whether criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive shall give the Company prompt written notice thereof with sufficient detail to enable the Company to determine its indemnity obligations and to act in sufficient time to fulfill its obligations. The Company shall be entitled to assume the defense of any such proceeding, and the Executive shall cooperate with such defense at the Executive’s sole cost. During the Employment Term, the Company shall maintain director and officer liability insurance covering the Executive on terms that are no less favorable than the coverage provided to other senior executives, officers or directors/trustees of the Company, as such coverage may be in effect from time to time.
6. Covenants of the Executive. The Executive acknowledges that in the course of the Executive’s employment with the Company the Executive will become familiar with the Company’s and its subsidiaries’ and affiliates’ trade secrets and with other confidential and proprietary information concerning the Company and its subsidiaries and affiliates, and that the Executive’s services are of special, unique and extraordinary value to the Company and its subsidiaries and affiliates. Therefore, the Company and the Executive mutually agree that it is in the interest of both parties for the Executive to enter into and maintain the restrictive covenants set forth in the Restrictive Covenant and Mandatory Arbitration Agreement (the “RCMA Agreement”) attached as Exhibit A to this Agreement and incorporated herein. The requirements in the RCMA with respect to the Company’s proprietary and confidential information are in addition to, and not in lieu of, the Executive’s obligations under any of the Executive’s agreements with the Company or its affiliates.
(a) Enforcement. The Executive acknowledges that a breach of the Executive’s covenants and agreements contained in the RCMA would cause irreparable damage to the Company and its affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Accordingly, the Executive agrees that if he materially breaches any of the covenants and agreements contained in the RCMA, in addition to the remedies outlined in the RCMA, the Company shall be entitled to cease or withhold payment to the Executive of any severance payments described in Section 7 which does not include payments described in Section 7(a), for which the Executive otherwise qualifies under
such Section 7, and the Executive shall promptly repay to the Company 90% of any such severance payments the Executive previously received (with the remaining 10% serving as consideration for the Executive’s release of claims described in Section 7(e)). Additionally, upon a material breach by the Executive of the RCMA, all unvested equity awards including any related dividend equivalents (if any) associated with restricted stock units or distributions (if any) associated with operating partnership units granted under any Stock Plans shall be immediately canceled and forfeited without any further action.
(b) Extension of Restricted Periods. In the event the enforceability of the RCMA Agreement is challenged and the Executive is not enjoined from breaching the covenant(s), if the arbitrator (or if the arbitration agreement is challenged, the court) finds that the challenged covenant is enforceable, the restricted period shall be deemed tolled upon the filing of the action challenging the enforceability of the covenant until the dispute is finally resolved and all periods of appeal have expired.
7. Termination.
(a) Termination of Employment. The employment of the Executive hereunder and the Employment Term may be terminated at any time:
(i) by the Company with or without Cause (as defined herein) upon written notice to the Executive;
(ii) by the Company due to the Executive’s Disability (as hereinafter defined) upon written notice to the Executive;
(iii) by the Executive with Good Reason (as defined herein);
(iv) by the Executive under any circumstance upon thirty (30) days written notice to the Company (which notice period may be waived by the Company in its absolute discretion, in which case, such termination shall be effective immediately upon notice of such waiver); or
(v) without action by the Company, the Executive or any other person or entity, immediately upon the Executive’s death.
If the Executive’s employment is terminated for any reason under this Section 7, the Company shall be obligated to pay or provide to the Executive (or the Executive’s estate, as applicable) in a lump sum within thirty (30) days following such termination, or at such other time prescribed by any applicable plan or applicable laws: (A) any base salary payable to the Executive pursuant to this Agreement, accrued up to and including the date on which the Executive’s employment is terminated, less required statutory deductions; (B) accrued and unpaid paid time-off (if and as required by applicable law or the Company’s policies then in effect); (C) any employee benefits to which the Executive is entitled upon termination of the Executive’s employment with the Company in accordance with the terms and conditions of the applicable plans of the Company; and
(D) reimbursement for any unreimbursed business expenses incurred by the Executive prior to the Executive’s date of termination pursuant to Section 5(e) (collectively, the “Accrued Amounts”).
(b) Termination by the Company without Cause or by the Executive for Good Reason. Subject to Section 7(e) and Section 11(c), if the Executive’s employment is terminated (A) by the Company without Cause or (B) by the Executive for Good Reason (in either case, other than a termination due to the Executive’s death or Disability), in addition to the Accrued Amounts, the Executive shall be entitled to receive as severance the amounts set forth in this Section 7(b). For the avoidance of doubt, any non-extension by the Company of the Employment Term pursuant to Section 3 shall not constitute a termination by the Company without “Cause” or give rise to “Good Reason” and as such shall not entitle the Executive to any severance or other benefits under this Section 7(b).
(i) The Executive shall be entitled to an amount equal to the Executive’s base salary (as described in Section 5(a)) as in effect immediately prior to the date of the Executive’s termination of employment for the period from the termination date through the six-month anniversary of the Commencement Date (the “Severance Period”), payable in a lump sum no later than the sixtieth (60th) day following the date of such termination, subject to reduction pursuant to Section 6(a).
(ii) Continued full participation in the Company’s current health and welfare benefit programs (including full reimbursement for all health, dental and vision expenses but excluding participation in the Company’s short- or long-term disability plans) for the Severance Period (for avoidance of doubt, this continuation period shall run concurrently with any required under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) continuation coverage). With regard to the benefits set forth in the preceding paragraph (ii), if the Company cannot continue such benefits because of Code Section 409A or operation of other law, the Company shall compensate the Executive for the cost of replacing such benefits for the relevant period; and to the extent the continuation of such benefits is, or ever becomes, taxable to the Executive, the Company shall administer such continuation of coverage consistent with the following additional requirements as set forth in Treas. Reg. § 1.409A-3(i)(1)(iv): (1) the Executive’s eligibility for such benefits in one year shall not affect the Executive’s eligibility for such benefits in any other year; (2) any reimbursement of eligible expenses will be made on or before the last day of the year following the year in which the expense was incurred; and (3) the Executive’s right to such benefits shall not be subject to liquidation or exchange for another benefit.
(iii) If any of the Operating Partnership Profits Units referenced in Section 5(b)(ii) remain unvested at the time of such termination, such Operating Partnership Profits Units shall become fully vested. The vesting of any other equity awards granted to the Executive shall be treated as provided in the applicable award agreement.
(c) Termination of Executive Due to Death or Disability. If the Executive’s employment is terminated (A) by the Company due to Executive’s Disability or (B) by the Executive’s Death, in addition to the Accrued Amounts, the Executive (or the Executive’s estate or other person as required by law) shall be entitled to receive as severance (subject to Section 7(e)),
the benefits as described in Section 7(b)(iii) not later than ninety (90) days from the date of such termination.
(d) Definitions of Certain Terms. For purposes of this Agreement:
(i) “Cause” means the Executive’s (A) commission of an act that constitutes common law fraud or a felony, commission of any other crime involving moral turpitude, or commission of any other tortious or unlawful act causing, or which may likely cause, material harm to the business, standing or reputation of the Company without the good faith belief that such conduct was in the best interests of the Company; (B) material breach of this Agreement, after the Company has given the Executive thirty (30) days written notice and an opportunity to cure such breach to the extent curable; (C) willful failure or refusal to perform the Executive’s material duties or obligations under this Agreement, including, without limitation, failure or refusal to abide by the directions of the Board or any written policy adopted by the Board, in each case after the Company has given the Executive fourteen (14) days written notice and an opportunity to cure such failure or refusal to the extent curable; (D) willful misconduct or gross negligence in the performance of the Executive’s duties as an associate, officer or director of the Company or any of its subsidiaries or affiliates; or (E) misappropriation or embezzlement of any property of the Company; (F) failure or refusal by the Executive to perform any lawful material directive of the Board or the duties of the Executive’s employment hereunder which continues for a period of fourteen (14) days following notice thereof; (G) any act by Executive which, in the sole good faith determination of the Company, is sufficient to constitute a felony (or its equivalent in any non-United States jurisdiction) or a crime involving theft, fraud, dishonesty, misrepresentation or moral turpitude; (H) conviction of, or plea of nolo contendere (or a similar plea), to, or the failure of the Executive to contest the Executive’s prosecution for, any other misdemeanor criminal offense; (G) any material violation of any law, rule or regulation affecting business operations of the Company or its subsidiaries or affiliates; (H) Executive’s material violation, as determined by the sole good faith discretion of the Company, of a Company policy including, but not limited to the violation of any legal or compliance policies or code of ethics, code of business conduct, conflicts of interest policy or similar policies of the Company; (I) the Executive’s breach of the Executive’s fiduciary obligations, or disloyalty, to the Company or any of its subsidiaries or affiliates; (J) any material act or omission to act of the Executive intended to harm or damage the business, property, operations, financial condition or reputation of the Company; (K) the Executive’s failure to cooperate, if requested by the Board, with any investigation or inquiry into the Company’s business practices, whether internal or external, including, but not limited to, the Executive’s refusal to be deposed or to provide testimony or evidence at any trial, proceeding or inquiry; or (L) any chemical dependence of the Executive which adversely affects the performance of the Executive’s duties and responsibilities to the Company.
(ii) “Disability” shall have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of an individual means either (a) the person is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the person is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability.
(iii) “Good Reason” means the occurrence, without the Executive’s consent, of any of the following events, other than in connection with a termination of the Executive’s employment for Cause or due to death or Disability: (A) a material reduction in the Executive’s rate of base salary stated in Section 5(a); (B) an action by the Board resulting in a material diminution in the Executive’s titles, authority, duties, responsibilities or direct reports, (C) the Company’s relocation of the Executive’s principal place of employment by a radius of more than fifty (50) miles; or (D) a material breach by the Company of this Agreement; provided, however, that none of the events described in this sentence shall constitute Good Reason unless and until (i) the Executive reasonably determines in good faith that a Good Reason condition has occurred, (ii) the Executive first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within thirty (30) days of its occurrence, (iii) the Company fails to cure such condition within thirty (30) days after the Company’s receipt of such written notice, (iv) notwithstanding such efforts, the Good Reason condition continues to exist, and (v) the Executive terminates the Executive’s employment within thirty (30) days after the end of such thirty (30)-day cure period. If the Company cures the Good Reason condition during such cure period, Good Reason shall be deemed not to have occurred.
(e) Release of Claims and Transition Services.
(i) As a condition of receiving any severance for which the Executive otherwise qualifies under Section 7(b) or Section 7(c), the Executive (or the Executive’s estate or other person as required by law) agrees to 1) execute, deliver and not revoke, within sixty (60) days following the date of the Executive’s termination of employment, a separation agreement containing a general release of claims against the Company and its subsidiaries and their respective affiliates and their respective employees, officers, directors, trustees, owners and members, in a form determined by the Company, which is similar to the form attached hereto as Exhibit B (the “Release”), such Release to be delivered, and to have become fully irrevocable (if any regulatory revocation period is applicable), on or before the end of such sixty (60)-day period; and 2) not to apply for unemployment compensation chargeable to the Company during the period with respect to which the Executive is receiving such severance. If the Release has not been executed and delivered and become irrevocable (if any regulatory revocation period is applicable) on or before the end of such sixty (60)-day period, no
amounts or benefits under Section 7(b) or Section 7(c) shall be or become payable.
(ii) The Executive agrees to provide such transition services as are reasonably requested by the Board for a period not longer than the six (6) month anniversary of the Commencement Date in order to support a smooth transition of Executive’s duties hereunder to a permanent successor as the Company’s Chief Executive Officer.
(f) No Additional Rights. The Executive acknowledges and agrees that, except as specifically described in this Section 7, all of the Executive’s rights to any compensation, benefits, bonuses or severance from the Company and its subsidiaries and affiliates after termination of the Employment Term shall cease upon such termination.
8. Notices. All notices, requests, demands, claims, consents and other communications which are required, permitted or otherwise delivered hereunder shall in every case be in writing and shall be deemed properly served if: (a) delivered personally; (b) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested; or (c) delivered by a recognized overnight courier service, to the parties at the addresses as set forth below:
If to the Company: Americold Logistics, LLC Attention: Chief Legal Officer
10 Glenlake Parkway
South Tower, Suite 600
Atlanta, Georgia 30328
If to the Executive: At the Executive’s residence address as maintained by the Company in the regular course of its business for payroll purposes.
or to such other address as shall be furnished in writing by either party to the other party; provided that such notice or change in address shall be effective only when actually received by the other party. Date of service of any such notices or other communications shall be: (a) the date such notice is personally delivered; (b) three (3) days after the date of mailing if sent by certified or registered mail; or (c) one business day after date of delivery to the overnight courier if sent by overnight courier.
9. Waiver of Jury Trial. For any suit, action, proceeding or motion that a party is permitted to file in a court notwithstanding the breadth of the RMCA incorporated by Section 6, above, THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
10. Legal
(a) Jurisdiction; Venue. For any suit, action, proceeding or motion that a party is permitted to file in a court notwithstanding the breadth of the RMCA incorporated by Section 6, above, each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of United States District Court for the Northern District of Georgia or any state court with jurisdiction over matters arising in Fulton County, Georgia. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted or not prohibited by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Each of the parties hereto hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by certified mail, return receipt requested, or by recognized overnight courier service, to the address of such party set forth in Section 8.
(b) Protected Rights. Nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission or any other federal, state or local governmental agency or commission (collectively, “Government Agencies”), or prevents the Executive from providing truthful testimony in response to a lawfully issued subpoena or court order. Further, this Agreement does not limit the Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. No provision of this Agreement shall be construed to prohibit or otherwise restrict the Executive from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information.
(c) Defend Trade Secrets Act. Under the Defend Trade Secrets Act of 2016: (i) the Executive shall not be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) to the Executive’s attorney in relation to a lawsuit for retaliation against Executive for reporting a suspected violation of law; or (C) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public.
11. Section 409A.
(a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and the Company shall have complete discretion to interpret and construe this Agreement and any associated documents in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If, for any reason, such as imprecision in drafting any provision of this Agreement (or of any award of compensation, including, without limitation, equity compensation or benefits) does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.
(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean such a “separation from service.” The determination of whether and when a separation from service has occurred for proposes of this Agreement shall be made in accordance with the presumptions set forth in Section 1.409A-1(h) of the Treasury Regulations.
(c) Any provision of this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service, the Company determines that the Executive is a “specified employee,” within the meaning of Code Section 409A, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation under Code Section 409A such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service and (ii) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(c) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive in a lump-sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including, without limitation, that (i) in no event shall any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide, in any given calendar year shall not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated
or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the sixth (6th) anniversary of the Effective Date).
(d) For purposes of Code Section 409A, the Executive’s right to receive any installment payments shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (for example, payment shall be made “within thirty (30) days following such termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Code Section 409A.
(e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A.
12. General.
(a) Governing Law. Unless preempted by federal law, this Agreement and the legal relations thus created between the parties hereto shall be governed by and construed in accordance with, the internal laws of the State of Georgia, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Georgia. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of Georgia.
(b) Construction and Severability. Whenever possible, each provision of this Agreement shall be construed and interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by, or invalid, illegal or unenforceable in any respect under, any applicable law or rule in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other jurisdiction, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such prohibited, invalid, illegal or unenforceable provisions with enforceable and valid provisions in such jurisdiction which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.
(c) Cooperation. During the Employment Term and thereafter, the Executive shall cooperate with the Company and its attorneys, both during and after the Severance Period in connection with any claim, litigation or other proceeding arising out of or relating to matters which the Executive was involved prior to the termination of the Executive’s employment and be reasonably available to the Company with respect to continuing and/or future matters related to the Executive’s employment with the Company, whether such matters are business-related, legal, regulatory or otherwise (including, without limitation, the Executive appearing at the Company’s
request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into the Executive’s possession). Following the Employment Term, the Company shall reimburse the Executive for all reasonable out of pocket expenses incurred by the Executive in rendering such services that are approved by the Company. In addition, if more than an incidental cooperation is required at any time after the termination of the Executive’s employment, the Executive shall be paid (other than for the time of actual testimony) a per day fee based on the Executive’s base salary described in Section 5(a) at the time of such termination divided by 225.
(d) Nondisparagement. During the Employment Term and thereafter, the Executive shall not, directly or indirectly, take any action, or encourage others to take any action, to disparage the Company, its associates, officers, directors, trustees, products, services, customers or owners; provided, however, this provision does not apply to the Executive’s oral or written communications made in the performance of the Executive’s duties as provided in this Agreement, including but not limited to expressions of opinion communicated internally at the Company or to the Company’s trustees.
(e) Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and the Executive and the Executive’s heirs, executors, administrators, and successors; provided that the services provided by the Executive under this Agreement are of a personal nature, and rights and obligations of the Executive under this Agreement shall not be assignable or delegable, except for any death payments otherwise due the Executive, which shall be payable to the estate of the Executive; provided further the Company may assign this Agreement to, and all rights hereunder shall inure to the benefit of, any subsidiary or affiliate of the Company or any person, firm or corporation resulting from the reorganization of the Company or succeeding to the business or assets of the Company by purchase, merger, consolidation or otherwise; and provided further that in the event of the Executive’s death, any unpaid amount due to the Executive under this Agreement shall be paid to the Executive’s estate.
(f) Executive’s Representations. The Executive hereby represents and warrants to the Company that: (i) the execution, delivery and performance of this Agreement by the Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Executive is a party or by which the Executive is bound; (ii) the Executive is not a party to or bound by any employment agreement, noncompetition or non-solicitation agreement or confidentiality agreement with any other person or entity besides the Company and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of the Executive, enforceable in accordance with its teens. THE EXECUTIVE HEREBY ACKNOWLEDGES AND REPRESENTS THAT THE EXECUTIVE HAS CONSULTED WITH INDEPENDENT LEGAL COUNSEL REGARDING THE EXECUTIVE’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, TO THE EXTENT DETERMINED NECESSARY OR APPROPRIATE BY THE EXECUTIVE, AND THAT THE EXECUTIVE FULLY UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED HEREIN.
(g) Compliance with Rules and Policies. The Executive shall perform all services in accordance with the policies, procedures and rules established by the Company and the Board. In addition, the Executive shall comply with all laws, rules and regulations that are generally applicable to the Company or its subsidiaries or affiliates and their respective associates, trustees and officers.
(h) Withholding Taxes. All amounts payable hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law.
(i) Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and specifically incorporates the RCMA. This Agreement terminates and supersedes any and all prior agreements, understandings and representations, whether written or oral, by or between the parties hereto or their affiliates which may have related to the subject matter hereof in any way.
(j) Duration. Notwithstanding the Employment Term hereunder, this Agreement shall continue for so long as any obligations remain under this Agreement.
(k) Survival. The covenants set forth in Sections 6 and 12(c) of this Agreement shall survive and shall continue to be binding upon the Executive notwithstanding the termination of this Agreement for any reason whatsoever.
(l) Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and the Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company’s right to terminate the Employment Term for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any similar or dissimilar requirement, provision or condition of this Agreement at the same or any prior or subsequent time. Pursuit by either party of any available remedy, either in law or equity, or any action of any kind, does not constitute waiver of any other remedy or action. Such remedies and actions are cumulative and not exclusive.
(m) Counterparts. This Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument.
(n) Section References. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The words Section and paragraph herein shall refer to provisions of this Agreement unless expressly indicated otherwise.
(o) No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring either party hereto by virtue of the authorship of any of the provisions of this Agreement.
(p) Time of the Essence; Computation of Time. Time is of the essence for each and every provision of this Agreement. Whenever the last day for the exercise of any privilege or the discharge or any duty hereunder shall fall upon a Saturday, Sunday, or any date on which banks in New York, New York are authorized to be closed, the party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a regular business day.
(q) No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement and their respective heirs, executors, administrators, successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(r) Legal Fees. The Company shall promptly pay or reimburse the Executive’s reasonable legal fees and costs associated with entering into this Agreement upon the Company’s receipt of appropriate and reasonable documentation thereof, not to exceed Ten Thousand Dollars ($10,000).
[Signature Page Follows]
[Signature Page to Employment Agreement]
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto executed this Agreement as of the day and year first written above.
AMERICOLD LOGISTICS, LLC
Date: 11/2/2021 By: s/ James C. Snyder Jr.
Name: James C. Snyder
Title: Chief Legal Officer
George Chappelle
Date: 11/1/2021 s/ George Chappelle Jr.
EXHIBIT A
RESTRICTIVE COVENANT AND MANDATORY ARBITRATION AGREEMENT
This is an Agreement by and between Associate and Americold Logistics LLC (“Company”).
WHEREAS, Americold Logistics LLC seeks to employ or continue to employ Associate and Associate seeks employment or continued employment with Company;
WHEREAS, Associate’s job with the Company provides Associate, out of necessity, with access to, and responsibilities which relate to, various aspects of the operations of the Company;
WHEREAS, the Company will invest time and resources in the training and development of Associate, including providing access to Company information regarding the Company’s customers, prospective customers, associates, projects, products, services, strategies, technologies, and development concepts;
WHEREAS, the Company has a reasonable and justified business interest in protecting its investment in Associate in connection with its operations, and in protecting the Company’s trade secrets, confidential information, and customer goodwill;
NOW, THEREFORE, in consideration of the promises set forth herein and other good and valuable consideration, including but not limited to (i) employment or continued employment with the Company, (ii) equity awarded under Executive’s Employment Agreement; and (iii) access to and/or continued access to certain Company confidential information and trade secrets, the receipt and sufficiency of which are acknowledged to be sufficient, legal, and binding consideration, the parties hereto agree as follows:
1. NON-DISCLOSURE AND NON-USE OF PROPRIETARY INFORMATION.
The Company’s Proprietary Information includes Confidential Information and Trade Secrets.
Confidential Information has many forms, all of which require the protection of the legitimate business interests of the Company. “Confidential Information” shall mean information of the Company, to the extent not considered a trade secret under applicable law, that (i) relates to the business of the Company, (ii) is disclosed to Associate or of which Associate becomes aware as a consequence of Associate’s relationship with the Company, (iii) possesses an element of value to the Company, (iv) is not generally known to the Company’s competitors, and (v) would damage the Company if disclosed. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer, and supplier/vendor information, associate information, pricing information, financial data, regulatory approval strategies, product development and formulas, investigative records, research, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its
business, whether contained in written form, computerized records, models, prototypes, or any other format, and any and all information obtained in writing, orally, or visually during visits to offices of the Company. Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (ii) has been independently developed and disclosed by others without violating this Agreement, or (iii) otherwise enters the public domain through lawful means.
“Trade Secrets” of the Company shall mean information of the Company, without regard to form, including, but not limited to, technical or non-technical data, algorithms, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product or service plans or lists of actual or potential customers or suppliers which is not commonly known or available to the public and which information (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
It is understood that information presently in the public domain or which comes into the public domain without breach of this Agreement by Associate shall not be Proprietary Information, but the fact that the Company utilizes any such information shall be Proprietary Information.
a) Maintaining the Company’s Proprietary Information. Associate agrees not to use, utilize, disclose, or reverse engineer the Company’s Proprietary Information for any purpose other than the Company’s business, except as authorized in writing by the Company. The covenants made by Associate herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under the Proprietary and Confidential Information Agreement, federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Associate’s obligations under this Paragraph shall remain in effect as long as the information constitutes a Trade Secret under applicable law and/or Confidential Information as defined above.
b) Return of Documents. Associate hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Proprietary Information, except as required by the nature of Associate’s duties for the Company or as otherwise approved by an authorized officer of the Company. Upon termination or cessation of Associate’s employment with the Company, regardless of the reason for such termination or cessation, Associate hereby agrees to return immediately to the Company all originals and copies of documents, records, tapes, or any other media or format that contain or may contain Proprietary Information.
Under the federal Defend Trade Secrets Act of 2016, Associate shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Associate’s attorney in relation to a
lawsuit for retaliation against Associate for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
No provision of this Section or in this Agreement shall be construed to prohibit or otherwise restrict Associate from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information.
2. DISCLOSURE OF THIS AGREEMENT TO FUTURE EMPLOYERS.
Associate agrees to provide a copy of this Agreement to each subsequent employer. In addition, Associate consents to the Company notifying Associate’s new employer of the Company’s rights and/or Associate’s obligations under this Agreement or otherwise.
3. RETURN OF COMPANY PROPERTY.
Associate agrees that upon termination of Associate’s employment with the Company, Associate shall immediately return to the Company any Company property then in Associate’s possession or under Associate’s control, including, without limitation, all notes, drawings, lists, memoranda, flash drives, magnetic disks or tapes, or other recording media containing such Proprietary Information, whether alone or together with non-confidential information, all documents, reports, files, memoranda, records, software, credit cards, door and file keys, telephones, PDAs, iPads, tablets, computers, computer access codes, disks and instructional manuals, or any other physical property that Associate received, prepared, or helped prepare in connection with Associate’s employment. Associate agrees to return all of the Company’s property without destroying, discarding, or deleting the property or information, including any act to delete or eliminate any information on electronic devices. Upon termination of Associate’s employment with the Company, Associate shall not retain any copies, duplicates, reproductions, or excerpts of Proprietary Information, in any form or manner, nor shall Associate show or give any of the above to any third-party. Associate further agrees that Associate shall not retain or use any trade name, trademark, service mark, logo, or other proprietary business designation used or owned in connection with the business of the Company.
4. NON-SOLICITATION OF COMPANY ASSOCIATES.
During the term of Associate’s employment by Company and for a period of twelve (12) months after termination for any reason, Associate shall not directly or indirectly solicit, recruit, entice, induce, or hire any employee of Company to work for a third-party other than Company or engage in any activity that would cause any associate of Company to terminate Associate’s employment with Company or violate any agreement Associate may have with Company.
5. NON-SOLICITATION OF VALUABLE BUSINESS RELATIONSHIPS.
During the term of Associate’s employment with Company and for a period of twelve (12) months after Associate’s termination of employment for any reason, Associate hereby agrees that he/she will not directly or indirectly solicit, entice or induce, or assist any other
person or entity to solicit, entice or induce, any Company customer, vendor, contractor, or other person or entity with whom Associate had Material Contact during Associate’s employment with Company, to terminate or modify its contractual or business relationship with Company or to reduce or limit the amount of business or referrals it provides to Company. For purposes of this Agreement, “Material Contact” means contact between Associate and any Company customer, vendor, contractor, or other person or entity (a) with whom or which Associate dealt on behalf of Company, (b) whose dealings with the Company were coordinated, supervised, or managed by Associate, (c) about whom Associate obtained Confidential Information in the ordinary course of business as a result of Associate’s association with Company; or (d) who receives or received products or services from Company, the sale or provision of which results or resulted in compensation, commissions, or earnings for Associate within two years prior to the date of Associate’s termination of employment.
6. NON-COMPETITION.
During the term of Associate’s employment with Company and for a period of six (6) months immediately following the termination of Associate’s employment for any reason, Associate shall not, directly or indirectly, seek or obtain any employment or independent contractor relationship with a Competitor or otherwise provide any form of assistance or services to a Competitor, whether paid or unpaid, in the Prohibited Territory, that is the same or similar to those duties actually performed by Associate for the Company during the twelve (12) months (or, if shorter, Associate’s term of employment with the Company) prior to Associate’s separation from employment with Company. Notwithstanding the preceding, passive ownership of shares in a public company shall not constitute by itself Competitive Services or assisting others to engage in Competitive Services.
(a) “Competitive Services” means services competitive with the business activities engaged in by the Company as of the date of termination of Associate’s employment with the Company for any reason, or any earlier date of an alleged breach by Associate of the restrictions set forth herein. Competitive Services include, but are not limited to, the provision, operation, maintenance, and/or management of temperature-controlled storage and distribution facilities.
(b) “Competitor” means any individual, corporation, partnership, joint venture, limited liability company, association, or other entity or enterprise which is planning to engage, preparing to engage, or is engaged, wholly or in part, in Competitive Services, including but not limited to the following companies, all of whom engage in Competitive Services (and all of their parents, subsidiaries, or affiliates who engage in Competitive Services) and all of the successors in interest to any of the foregoing: Lineage Logistics, United States Cold Storage, VersaCold Logistics Services, NewCold Advanced Cold Logistics.
(c) “Prohibited Territory” means: (i) the territory where Associate is or was working for the Company at any time during the twelve (12) months (or, if shorter, Associate’s term of employment with the Company) prior to the termination of Associate’s employment with the Company for whatever reasons; (ii) Associate’s assigned territory or geographic area of responsibility for the Company at any time during the twelve (12) months (or, if shorter, Associate’s term of employment with the Company) prior to the termination of Associate’s
employment with Company for whatever reasons; (iii) each city, county and parish in which Associate performed duties for the Company at any time during the twelve (12) months (or, if shorter, Associate’s term of employment with the Company) prior to the Associate’s separation date.
7. RESTRICTIONS REASONABLE/REMEDIES.
Associate acknowledges and agrees that due to the nature of Company’s business, the restrictive covenants contained in in Sections 4 – 6 of this Agreement: (a) are essential for the reasonable, proper, and adequate protection of Company’s business, its goodwill and its trade secrets, proprietary data and confidential information, irrespective of whether such goodwill and assets may be protectable in the jurisdiction of Associate’s state of domicile; (b) are reasonable with respect to length of time, scope and geographic area; and (c) will not prohibit Associate from engaging in other businesses or employment for the purpose of earning a livelihood following the termination of his/her relationship with Company. Associate agrees to notify, and shall notify, Company in writing of each subsequent employer during the course of the restricted time periods identified in Sections 4 - 6 of this Agreement. Such notice must be given to Company within 48 hours of the start of such subsequent employment and shall include the name of the employer, the address of the employer, and the job title and duties being performed by Associate for the subsequent employer.
Associate acknowledges and agrees that any breach by Associate of the covenants contained in this Agreement will result in irreparable injury to the Company and, therefore, in addition to all other remedies provided at law or in equity, Associate agrees and consents that the Company shall be entitled to both preliminary and permanent injunctive relief, without posting a bond, to prevent a breach or contemplated breach by Associate of any of the covenants contained in this Agreement.
8. SCOPE OF AGREEMENT.
This Agreement does not itself constitute, nor shall it be interpreted, deemed, or construed to imply a contract of employment for any specific term with the Company. Associate’s employment with the Company is strictly “at will” and Associate hereby acknowledges and agrees that the execution and performance of this Agreement does not constitute a promise or contract of continued employment. This Agreement replaces and supersedes any prior agreement which pertains to the same subject matter except covenants made by Associate herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under Proprietary and Confidential Information Agreement. This Agreement does not relieve Associate of other legal responsibilities and liabilities that Associate has to the Company under applicable state and federal statutes and common law and/or contractual agreements. Instead, Associate acknowledges that this Agreement only creates additional rights and responsibilities for protecting Company’s interests.
9. BINDING EFFECT/SURVIVAL/SEVERABILITY/CAPTIONS.
This Agreement is binding on Associate and Associate’s successors and personal representatives and is for the benefit of the Company, any successor of the Company by reorganization, merger, consolidation, or liquidation, and any assignee of all or substantially all of the stock or assets of the Company. The Company may assign this Agreement to any such successor or assignee without Associate’s consent. This Agreement will continue in effect after termination of Associate’s employment with the Company, for whatever reason. If any part of this Agreement is deemed invalid or unenforceable by an arbitrator or court of competent jurisdiction, this Agreement shall be subject to judicial/arbitrator modification in order to render this Agreement reasonable and enforceable. The captions/headings herein are for convenience only and shall not be considered to be a part of this Agreement for purposes of its construction or interpretation.
10. ARBITRATION.
a) Intent of this Arbitration Provision. It is the intent of Parties to resolve all disputes, claims, and any other matters arising out of or relating to this Agreement, Associate’s employment by the Company, or termination of employment by binding confidential arbitration in accordance with the provisions of this Agreement. The Parties understand that by entering into this Agreement ASSOCIATE AND THE COMPANY ARE GIVING UP THE RIGHT TO: (1) A JURY TRIAL; (2) FILE A LAWSUIT IN COURT AGAINST THE OTHER; AND (3) THE RIGHT TO BRING A CLASS OR COLLECTIVE ACTION AGAINST THE OTHER IN COURT OR IN ARBITRATION, regarding any claims covered by this Section.
b) Mandatory Arbitration. In exchange for the mutual promises contained in this Agreement, and as a condition of Associate’s continued employment with the Company, Company and Associate agree that:
i. any past, present, or future claim, complaint, or dispute that arises out of or relates in any way to this Agreement, Associate’s employment with the Company or termination of employment, whether arising under any federal, state, or local law or regulation, or based in contract, tort, fraud, misrepresentation, or any other legal theory, shall be submitted to binding arbitration to be held in Atlanta, Georgia before a single arbitrator and administered by the American Arbitration Association (“AAA”) in accordance with the AAA Employment Arbitration Rules and Mediation Procedures applicable at the time the arbitration is commenced (the “AAA Rules”), except to the extent the AAA Rules are modified by this Agreement. If the AAA Rules are inconsistent with the terms of this Agreement, the terms of this Agreement shall govern and control;
ii. the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to rule upon and resolve any dispute relating to the arbitrator’s jurisdiction, including the existence, formation, scope, enforceability of this Section and any dispute relating to the substantive and/or procedural arbitrability of any dispute between the parties;
iii. the arbitrator’s decision shall be final and binding only on the Parties to this Agreement and the Parties agree that awards deciding issues for similarly situated associates will have no preclusive effect in any arbitration between the Parties;
iv. the arbitrator shall have no power to award punitive damages to either party, except where an applicable statute allows for punitive damages.
c) Covered Claims. For the avoidance of doubt, Covered Claims under this Section include all past, current, and future grievances, disputes, claims, or causes of action that otherwise could be brought in a federal, state, or local court under applicable federal, state, or local laws, arising out of or relating to this Agreement, Associate’s employment with the Company, the termination thereof, including claims Associate may have against the Company or against its officers, directors, trustees, supervisors, managers, employees, or agents in their capacity as such or otherwise, or that the Company may have against Associate. The Covered Claims include, but are not limited to, claims for breach of any contract or covenant (express or implied), tort claims, claims for wages, or other compensation due, claims for wrongful termination (constructive or actual), claims for discrimination, harassment, or retaliation (including, but not limited to, harassment or discrimination based on race, age, color, sex, gender, gender identity, transgender status, sexual orientation, national origin, alienage or citizenship status, creed, religion, marital status, partnership status, familial status, domestic violence victim status, military status, predisposing genetic characteristics, medical condition, including pregnancy, psychological condition, mental condition, criminal accusations and convictions, disability, or any other trait or characteristic protected by federal, state, or local law, claims for violation of any federal, state, local or other governmental law, statute, regulation, or ordinance, including, but not limited to, all claims arising under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Worker Adjustment and Retraining Notification Act, the Age Discrimination in Employment Act, the Fair Credit Reporting Act, the Uniform Services Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act, all as amended, and together with all of their respective implementing regulations, and any other federal, state, local, or foreign law that governs the Parties’ employment relationship or termination thereof that can be arbitrated under applicable law. Covered Claims under this Agreement include claims that have already accrued and claims that will accrue in the future.
d) Claims Not Covered. Notwithstanding anything to the contrary in this Section, this Agreement does not cover: claims for injunctive relief based on Associate’s breach of the restrictive covenants contained in this Agreement, claims for workers’ compensation benefits; claims for unemployment compensation benefits; whistleblower retaliation claims under the Sarbanes-Oxley Act (SOX) or the Dodd-Frank Act that cannot be arbitrated as a matter of law; and any other claims that, as a matter of law, the Parties cannot agree to arbitrate. Nothing in this Agreement shall be interpreted to mean that the Associate is precluded from filing complaints with the National Labor Relations Board (NLRB), the Equal Employment Opportunity Commission (EEOC), or any equivalent state or local agency.
e) Waiver of Class and Collective Actions. Associate and Company expressly intend and agree that: (i) class and collective action procedures shall not be asserted and will not apply in any arbitration pursuant to this Section; (ii) each party will not assert class or collective claims against the other in court, in arbitration, or otherwise; (iii) each party shall only submit their own
individual claims in arbitration and will not seek to represent the interests of any other person; (iv) any claims by Associate will not be joined, consolidated, or heard together with the claims of any other associate; and (v) notwithstanding anything to the contrary in the AAA Rules, and the general grant of authority to the arbitrator in this Section to determine issues of arbitrability, the arbitrator shall have no authority to compel or to adjudicate any class or collective claim, consolidate different arbitration proceedings, or join any other party to an arbitration between Associate and the Company.
f) Waiver of Trial by Jury. Associate and the Company understand and fully agree that by entering into this Agreement, they are giving up their right to have a trial by jury and are giving up their normal rights of appeal following the issuance of the arbitrator’s award except as applicable law provides for judicial review of arbitration proceedings.
g) Claims Procedure. Arbitration shall be initiated by the express written notice of either Party. The aggrieved party must give written notice of any claim to the other Party. Written notice of an Associate’s claim shall be mailed by certified or registered mail, return receipt requested, to the Chief Legal Officer of the Company. Written notice of the Company’s claim will be mailed to the last known address of Associate. The written notice shall identify and describe the nature of all claims asserted and the facts supporting the claims. Written notice of arbitration shall be initiated within the same time limitations established by the federal and Georgia laws applicable to those claims.
h) Arbitrator Appointment. the arbitrator shall be appointed in the following manner: Shortly after it receives the Demand, the AAA shall send jointly to both parties a letter containing a list of 7 names of potential arbitrators chosen by the AAA from the Employment Dispute Resolution Roster. Each party will then strike (i.e., remove from consideration) a potential arbitrator until there is only one arbitrator remaining. The remaining arbitrator shall be appointed to conduct the arbitration. The claimant shall make the first strike of potential arbitrators, with the responding party striking next. This same process will occur in successive rounds until there is only one arbitrator remaining. Any disputes regarding this process shall be resolved by the AAA in accordance with spirit and intent of this provision.
i) Discovery. The AAA Employment Arbitration Rules and Mediation Procedures regarding discovery shall apply to arbitration under this Agreement. To the extent not provided for in the AAA Employment Arbitration Rules and Mediation Procedures, the arbitrator has the power to order discovery upon a showing that discovery is necessary for a party to have a fair opportunity to present a claim or defense. The arbitrator shall have the authority to set deadlines for completion of discovery. The arbitrator shall decide all discovery disputes.
j) Arbitration Fees and Costs. The Company shall be responsible for the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing, except that the Associate shall be responsible for paying the initial filing fees as provided by the AAA. Each Party shall pay its own deposition, witness, expert, and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court. However, if any Party prevails on a statutory claim that affords the prevailing party attorneys’ fees and costs, or if there is a written agreement providing for attorneys’ fees and costs to be awarded to the prevailing party, the arbitrator may award reasonable attorneys’ fees in accordance with the applicable statute or
written agreement. The arbitrator shall resolve any dispute as to the reasonableness of any fees or costs awarded under this paragraph.
k) Substantive Law. This Agreement and any arbitration shall be governed by the Federal Arbitration Act (FAA). The arbitrator shall apply the substantive state or federal law (and the law of remedies, if applicable) as applicable to the claim(s) asserted. Claims arising under federal law shall be determined in accordance with federal law. Common law claims shall be decided in accordance with Georgia substantive laws, without regard to conflict of law principles.
l) Enforcing Award. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof and the award will be filed under seal, if allowed by the court.
m) Confidentiality of Arbitration. The arbitrator shall maintain the confidentiality of the arbitration and shall have the authority to make appropriate rulings to safeguard that confidentiality. The rulings and decisions of the arbitrator shall be kept strictly confidential.
n) Severability. If any provision of this Section is adjudged to be void or otherwise unenforceable, in whole or in part, the void or unenforceable provision shall be severed, and such adjudication shall not affect the validity of the remainder of the obligations to arbitrate under this Section.
11. JURISDICTION; VENUE; CHOICE OF LAW.
a) For or any suit, action, proceeding or motion that a party is permitted to file in a court, the federal and state courts located in Atlanta, Georgia shall have exclusive jurisdiction over such action, and the parties waive any challenge to the personal jurisdiction or venue of such action.
b) Except as set forth in Section 10, this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without giving effect to conflict of laws principles.
12. MISCELLANEOUS.
a) Each of the parties hereto hereby irrevocably consents to the service of process in any suit, action, arbitration, or proceeding relating to this Agreement by sending the same by certified mail, return receipt requested, or by recognized overnight courier service, to the last known address of such party. For Company, such address is:
Americold Logistics LLC
ATTN: Chief Legal Officer
10 Glenlake Pkwy, N.E.
SUITE 600, SOUTH TOWER
Atlanta, GA 30328
b) This Agreement shall be construed and enforced in accordance with the fair meaning of its language and without any presumption or construction against any Party as the drafter.
13. WAIVER OF BREACH.
The waiver by the Company of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
14. AMENDMENTS.
Any attempted modification of this Agreement shall not be effective unless in writing and signed by an authorized officer of the Company and Associate.
15. AGREEMENT READ, UNDERSTOOD, AND FAIR.
Associate has carefully read and considered all provisions of this Agreement and agrees that all of the restrictions set forth are fair and reasonable and are reasonably required for the protection of the interests of Company.
EXHIBIT B: Form of Release
WAIVER AND RELEASE
This Waiver and Release (this “Release”) is executed by [NAME] (the “Executive”) pursuant to Section 7(e) of the Employment Agreement, dated as of [], by and between AMERICOLD LOGISTICS, LLC and the Executive (the “Employment Agreement”). Capitalized terms used but not defined in this Release have the meanings given to them in the Employment Agreement.
1. General Release, Claims Not Released and Related Provisions.
a. General Release of All Claims. Executive knowingly and voluntarily releases and forever discharges the Company, its parent corporation, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and their current and former associates, attorneys, officers, directors, trustees and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries (collectively referred to throughout this Severance Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Executive has or may have against Releasees as of the date of execution of this Severance Agreement, including, but not limited to, any alleged violation of1:
Title VII of the Civil Rights Act of 1964 and Civil Rights Act of 1991;
Sections 1981 through 1988 of Title 42 of the United States Code;
The Employee Retirement Income Security Act of 1974 ("ERISA") (except for any vested benefits under any tax qualified benefit plan);
The Americans with Disabilities Act of 1990;
The Age Discrimination in Employment Act of 1967 (“ADEA”);
The Sarbanes-Oxley Act of 2002;
The Equal Pay Act;
The Genetic Information Nondiscrimination Act of 2008;
any other federal, state or local law, rule, regulation, or ordinance;
any public policy, contract, tort, or common law; or
any other basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters.
1To be determined by the Company at the time of termination in accordance with applicable law.
b. Claims Not Released. Executive is not waiving any rights Executive may have to: (a) Executive’s own vested accrued employee benefits under the Company’s current health, welfare, or retirement benefit plans as of the Separation Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Severance Agreement; (d) enforce this Severance Agreement; (e) challenge the validity of this Severance Agreement; and/or (f) any right to seek or recover a monetary whistleblower award from any federal, state, or local government agency (e.g. EEOC, NLRB, SEC, etc.) as part of a government-administered whistleblower award program for providing information directly to such a government agency (a “Whistleblower Award”).
c. Governmental Agencies. Nothing in this Severance Agreement prohibits or prevents Executive from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency (e.g. EEOC, NLRB, SEC, etc.), nor does anything in this Severance Agreement preclude, prohibit, or otherwise limit, in any way, Executive’s rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies. To the maximum extent permitted by law, Executive agrees that if such an administrative claim is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. However, as stated above, the Executive does not waive any right to seek or recover a Whistleblower Award directly from a government-administered whistleblower award program.
d. Collective/Class Action Waiver. If any claim is not subject to release, to the extent permitted by law, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which the Company or any other Releasee identified in this Severance Agreement is a party.
2. Acknowledgments and Affirmations.
a. The Executive hereby confirms the termination of his employment with the Company and resigns from all positions and offices with the Company and each of its subsidiaries and affiliates, including from the Board of Trustees of Americold Realty Trust, and the board of trustees or directors of any subsidiaries of the Company, as applicable, in each case, to take effect on [__]. In so doing, the Executive understands and agrees that he shall no longer represent, or hold himself out as representing, the Company or any of its affiliates at any industry groups, professional associations or any of their respective boards or governing bodies and shall promptly resign from such bodies to the extent his membership, directorship or affiliation was obtained as a result of his service to or as a representative of the Company or any of its affiliates
b. Executive affirms that Executive has not filed or caused to be filed and is not a party to any claim, complaint, or action against any of the Released Parties in any forum or form.
c. Executive also affirms that Executive has reported all hours worked as of the date Executive executes this Severance Agreement and has been paid or has received all
compensation, wages, bonuses, commissions and benefits to which Executive may be entitled and that no other compensation, wages, bonuses, commissions or benefits are due to Executive.
d. Executive further affirms that Executive has no known workplace injuries or occupational diseases. Executive also affirms that Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws.
e. Executive also affirms that Executive has not been retaliated against for reporting any allegations of wrongdoing by the Company or any of its officers, directors, trustees, or associates including, but not limited to, allegations of corporate fraud.
f. Executive further affirms that all of the Company’s decisions regarding Executive’s pay and benefits through the date of Executive’s execution of this Severance Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law.
g. Executive acknowledges that no provision of this Agreement or any other Agreement between Executive and the Company shall be construed to prohibit or otherwise restrict Executive from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information.
3. Consideration Period. The Executive understands that the Executive has [___ (__) days]2 to consider this Release before deciding whether to sign it. The Executive may sign this Release sooner if the Executive chooses, but no sooner than the date of termination of the Executive’s employment. If the Executive chooses to sign this Release before the expiration of such [__day] period, the Executive represents that the Executive’s decision to do so is knowing and voluntary. The Executive agrees that any changes made to this Release after it was delivered to the Executive, whether material or immaterial, do not restart the [___day] period described in this Section. The Company advises the Executive to consult with an attorney before signing this Release.
4. [Right to Revoke.3 The Executive understands that the Executive has the right to revoke this Release within seven (7) days after signing it. This Release shall not become effective until the eighth day following the date on which the Executive has signed it without having revoked it (the “Effective Date”). If the Executive chooses to revoke this Release, the Executive must deliver written notice of revocation to the Company in accordance with Section 8 of the Employment Agreement. Any such notice of revocation must be delivered to the Company in a manner calculated to ensure receipt prior to 11:59 p.m. Eastern Time on the day prior to the Effective Date. The Executive understands that if the Executive revokes this Release, the Executive will not be entitled to any of the benefits provided hereunder.]
2To be determined by the Company at the time of termination in accordance with applicable law.
3To be determined by the Company at the time of termination.
5. General Provisions. The Released Parties expressly deny that they have any liability to the Executive, and this Release is not to be construed as an admission of any such liability. This Release is to be construed under the laws of the State of Georgia. This Release, the Employment Agreement and the Restrictive Covenant and Mandatory Arbitration Agreement between Executive and the Company constitute the entire agreement between the Executive and the Company with respect to the issues addressed in this Release. The Executive represents that the Executive is not relying on any other agreements or oral representations not fully expressed in this Release. This Release may not be modified except in writing signed by the Executive and an authorized Company representative. The headings in this Release are for reference only, and do not in any way affect the meaning or interpretation of this Release. As used herein, the phrase “including” means “including, but not limited to” in each instance. “Or” is used in the inclusive sense of “and/or”. Should any part of this Release be found to be void or unenforceable by an Arbitrator, court of competent jurisdiction (for any suit, action, proceeding or motion that a party is permitted to file in a court notwithstanding the Executive Employment Agreement), or government agency, such determination will not affect the remainder of this Release.
ACCEPTED AND AGREED BY:
29
Document
Exhibit 99.1
AMERICOLD REALTY TRUST ANNOUNCES THIRD QUARTER 2021 RESULTS
Updates Earnings Call to Today, November 3, 2021 at 5 PM EST
Maintains 2021 Annual AFFO Guidance of $1.15 - $1.20 per Share
Atlanta, GA, November 3, 2021 - 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 third quarter ended September 30, 2021.
Third Quarter 2021 Highlights
•Total revenue increased 42.5% to $708.8 million.
•Total NOI increased 15.1% to $155.8 million.
•Core EBITDA increased 10.2% on an actual basis, and 11.2% on a constant currency basis, to $114.7 million.
•Net income of $5.3 million, or $0.02 income per diluted common share.
•Core FFO of $61.5 million, or $0.23 per diluted common share.
•AFFO of $69.6 million, or $0.27 per diluted common share.
•Global Warehouse segment revenue increased 39.7% to $542.0 million.
•Global Warehouse segment NOI increased 13.5% to $145.0 million.
•Global Warehouse segment same store revenue increased 2.3%, and 2.0% on a constant currency basis, Global Warehouse segment same store NOI decreased by 5.1%, or 5.4% on a constant currency basis.
•On August 2, 2021, closed on the acquisition of ColdCo in St. Louis, Missouri for $20.5 million. ColdCo consists of one owned facility in St Louis, Missouri, generating approximately 93% of total NOI, and one leased facility in Reno, Nevada. ColdCo's customers are primarily focused on the storage and handling of product for direct-to-consumer distribution, and transportation services.
•On September 1, 2021, closed on the acquisition of Newark Facility Management in Newark, New Jersey for $376.5 million. Newark consists of one owned facility totaling 11.5 million cubic feet that is a single-customer dedicated retail distribution center.
•Completed our expansion project in Calgary, Canada for C$13.2 million.
•Completed the 2021 GRESB Real Estate Assessment and the Carbon Disclosure Project, receiving an initial overall GRESB score of 63, which is higher than our peer average.
Year to Date 2021 Highlights
•Total revenue increased 36.5% to $2.00 billion.
•Total NOI increased 17.4% to $468.3 million.
•Core EBITDA increased 13.6% to $350.8 million, or 12.4% on a constant currency basis.
•Net loss of $22.3 million, or $0.09 loss per diluted common share.
•Core FFO of $162.6 million, or $0.63 per diluted common share.
•AFFO of $217.3 million, or $0.85 per diluted common share.
•Global Warehouse segment revenue increased 34.1% to $1.53 billion.
•Global Warehouse segment NOI increased 16.3% to $435.6 million.
•Global Warehouse segment same store revenue increased 0.9%, and decreased 0.6% on a constant currency basis, Global Warehouse segment same store NOI decreased 3.8%, or 5.0% on a constant currency basis.
Subsequent Event Highlights
•Appointed George Chappelle as Interim Chief Executive Officer.
•Added three members to our Board of Trustees, Rob Bass, George Chappelle and Pamela Kohn. These three individuals have a combination of strong supply chain, logistics, food, and retail experience and complement our existing Board.
•Announced the expansion of our Spearwood, Australia facility with an expected cost of A$61.5 million to create a highly-automated build with two anchor tenants. The expansion will add 3.3 million cubic feet, and is expected to be complete by the second quarter of 2023.
•Entered into a purchase agreement to acquire a cold storage facility in Denver for a total investment of approximately $59 million, and we are expecting to close the transaction in November. This facility replaces a leased facility that expires at the end of the year.
Third Quarter 2021 Total Company Financial Results
Total revenue for the third quarter of 2021 was $708.8 million, a 42.5% increase from the same quarter of the prior year. This growth was primarily driven by the incremental revenue from acquisitions, including warehouse and transportation operations, our recently completed expansion and development projects and contractual and market-driven rate escalations. These increases are partially offset by the continued impacts of COVID-19 and resulting supply chain disruption which impacted our holdings across our network as food production has been unable to keep up with steady consumer demand.
For the third quarter of 2021, the Company reported a net income of $5.3 million, or $0.02 per diluted share, compared to net income of $12.4 million, or $0.06 per diluted share, for the same quarter of the prior year.
Total NOI for the third quarter of 2021 was $155.8 million, an increase of 15% from the same quarter of the prior year.
Core EBITDA was $114.7 million for the third quarter of 2021, compared to $104.1 million for the same quarter of the prior year. This reflects a 10.2% increase over prior year on an actual basis, and 11.2% on a constant currency basis, driven primarily from acquisition contribution. These increases were partially offset by the impact of reduced food production as a result of ongoing labor market challenges and the impact of inflation.
For the third quarter of 2021, Core FFO was $61.5 million, or $0.23 per diluted share, compared to $58.6 million, or $0.28 per diluted share, for same quarter of the prior year.
For the third quarter of 2021, AFFO was $69.6 million, or $0.27 per diluted share, compared to $62.7 million, or $0.30 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.
Third Quarter 2021 Global Warehouse Segment Results
For the third quarter of 2021, Global Warehouse segment revenue was $542.0 million, an increase of $154.0 million, or 40%, compared to $388.0 million for the third quarter of 2020. This growth was driven by the recently completed acquisitions and development projects, paired with contractual and market-driven rate escalations.
Warehouse segment NOI was $145.0 million for the third quarter of 2021, an increase of 13%. Global Warehouse segment margin was 26.7% for the third quarter of 2021, a 618 basis point decrease compared to the same quarter of the prior year. The year-over-year increase in segment NOI was driven by the increase in revenue, partially offset by a decline in warehouse services margin within our same store pool.
We had 162 same stores for the three months ended September 30, 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 September 30, 2021. Amounts related to the Agro, AM-C, Bowman Stores, Caspers, ColdCo, Hall’s, KMT Brrr!, Liberty and Newark Facility Management acquisitions are reflected within non-same store results.
| Three Months Ended September 30, | Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dollars in thousands | 2021 actual | 2021 constant currency(1) | 2020 actual | Actual | Constant currency | ||||||||
| TOTAL WAREHOUSE SEGMENT | |||||||||||||
| Number of total warehouses(2) | 239 | 175 | n/a | n/a | |||||||||
| Global Warehouse revenue: | |||||||||||||
| Rent and storage | $ | 225,234 | $ | 224,210 | $ | 166,355 | 35.4 | % | 34.8 | % | |||
| Warehouse services | 316,813 | 315,105 | 221,669 | 42.9 | % | 42.2 | % | ||||||
| Total revenue | $ | 542,047 | $ | 539,315 | $ | 388,024 | 39.7 | % | 39.0 | % | |||
| Global Warehouse contribution (NOI) | $ | 144,992 | $ | 144,455 | $ | 127,756 | 13.5 | % | 13.1 | % | |||
| Global Warehouse margin | 26.7 | % | 26.8 | % | 32.9 | % | -618 bps | -614 bps | |||||
| Units in thousands except per pallet data | |||||||||||||
| Global Warehouse rent and storage metrics: | |||||||||||||
| Average economic occupied pallets | 4,061 | n/a | 3,144 | 29.2 | % | n/a | |||||||
| Average physical occupied pallets | 3,709 | n/a | 2,849 | 30.2 | % | n/a | |||||||
| Average physical pallet positions | 5,351 | n/a | 4,074 | 31.4 | % | n/a | |||||||
| Economic occupancy percentage | 75.9 | % | n/a | 77.2 | % | -129 bps | n/a | ||||||
| Physical occupancy percentage | 69.3 | % | n/a | 69.9 | % | -61 bps | n/a | ||||||
| Total rent and storage revenue per economic occupied pallet | $ | 55.46 | $ | 55.21 | $ | 52.91 | 4.8 | % | 4.4 | % | |||
| Total rent and storage revenue per physical occupied pallet | $ | 60.73 | $ | 60.45 | $ | 58.40 | 4.0 | % | 3.5 | % | |||
| Global Warehouse services metrics: | |||||||||||||
| Throughput pallets | 10,142 | n/a | 7,918 | 28.1 | % | n/a | |||||||
| Total warehouse services revenue per throughput pallet | $ | 31.24 | $ | 31.07 | $ | 27.99 | 11.6 | % | 11.0 | % | |||
| SAME STORE WAREHOUSE | |||||||||||||
| Number of same store warehouses | 162 | 162 | n/a | n/a | |||||||||
| Global Warehouse same store revenue: | |||||||||||||
| Rent and storage | $ | 157,233 | $ | 157,108 | $ | 154,926 | 1.5 | % | 1.4 | % | |||
| Warehouse services | 216,351 | 215,316 | 210,309 | 2.9 | % | 2.4 | % | ||||||
| Total same store revenue | $ | 373,584 | $ | 372,424 | $ | 365,235 | 2.3 | % | 2.0 | % | |||
| Global Warehouse same store contribution (NOI) | $ | 117,209 | $ | 116,799 | $ | 123,528 | (5.1) | % | (5.4) | % | |||
| Global Warehouse same store margin | 31.4 | % | 31.4 | % | 33.8 | % | -245 bps | -246 bps | |||||
| Units in thousands except per pallet data | |||||||||||||
| Global Warehouse same store rent and storage metrics: | |||||||||||||
| Average economic occupied pallets | 2,878 | n/a | 2,942 | (2.2) | % | n/a | |||||||
| Average physical occupied pallets | 2,553 | n/a | 2,661 | (4.1) | % | n/a | |||||||
| Average physical pallet positions | 3,760 | n/a | 3,756 | 0.1 | % | n/a | |||||||
| Economic occupancy percentage | 76.5 | % | n/a | 78.3 | % | -179 bps | n/a | ||||||
| Physical occupancy percentage | 67.9 | % | n/a | 70.8 | % | -295 bps | n/a | ||||||
| Same store rent and storage revenue per economic occupied pallet | $ | 54.62 | $ | 54.58 | $ | 52.66 | 3.7 | % | 3.6 | % | |||
| Same store rent and storage revenue per physical occupied pallet | $ | 61.59 | $ | 61.54 | $ | 58.23 | 5.8 | % | 5.7 | % | |||
| Global Warehouse same store services metrics: | |||||||||||||
| Throughput pallets | 7,328 | n/a | 7,467 | (1.9) | % | n/a | |||||||
| Same store warehouse services revenue per throughput pallet | $ | 29.52 | $ | 29.38 | $ | 28.16 | 4.8 | % | 4.3 | % | |||
| Three Months Ended September 30, | 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) | 77 | 13 | n/a | n/a | |||||||||
| Global Warehouse non-same store revenue: | |||||||||||||
| Rent and storage | $ | 68,001 | $ | 67,102 | $ | 11,429 | 495.0 | % | 487.1 | % | |||
| Warehouse services | 100,462 | 99,789 | 11,360 | 784.3 | % | 778.4 | % | ||||||
| Total non-same store revenue | $ | 168,463 | $ | 166,891 | $ | 22,789 | 639.2 | % | 632.3 | % | |||
| Global Warehouse non-same store contribution (NOI) | $ | 27,783 | $ | 27,656 | $ | 4,228 | 557.1 | % | 554.1 | % | |||
| Global Warehouse non-same store margin | 16.5 | % | 16.6 | % | 18.6 | % | -206 bps | -198 bps | |||||
| Units in thousands except per pallet data | |||||||||||||
| Global Warehouse non-same store rent and storage metrics: | |||||||||||||
| Average economic occupied pallets | 1,182 | n/a | 202 | 485.5 | % | n/a | |||||||
| Average physical occupied pallets | 1,156 | n/a | 188 | 515.0 | % | n/a | |||||||
| Average physical pallet positions | 1,591 | n/a | 318 | 399.9 | % | n/a | |||||||
| Economic occupancy percentage | 74.3 | % | n/a | 63.5 | % | 1086 bps | n/a | ||||||
| Physical occupancy percentage | 72.7 | % | n/a | 59.1 | % | 1360 bps | n/a | ||||||
| Non-same store rent and storage revenue per economic occupied pallet | $ | 57.51 | $ | 56.75 | $ | 56.59 | 1.6 | % | 0.3 | % | |||
| Non-same store rent and storage revenue per physical occupied pallet | $ | 58.81 | $ | 58.04 | $ | 60.79 | (3.3) | % | (4.5) | % | |||
| Global Warehouse non-same store services metrics: | |||||||||||||
| Throughput pallets | 2,814 | n/a | 451 | 523.9 | % | n/a | |||||||
| Non-same store warehouse services revenue per throughput pallet | $ | 35.71 | $ | 35.47 | $ | 25.19 | 41.7 | % | 40.8 | % |
(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 239 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman Stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four 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 77 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four warehouses acquired through the Liberty Freezers 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 ten legacy facilities. During the third quarter of 2021, a leased facility from the Liberty Freezers acquisition was exited upon expiration of the lease. The results of these acquisitions are reflected in the results above since date of ownership.
(n/a = not applicable)
| Nine Months Ended September 30, | Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dollars in thousands | 2021 actual | 2021 constant currency(1) | 2020 actual | Actual | Constant currency | ||||||||
| TOTAL WAREHOUSE SEGMENT | |||||||||||||
| Number of total warehouses(2) | 239 | 175 | n/a | n/a | |||||||||
| Global Warehouse revenue: | |||||||||||||
| Rent and storage | $ | 642,787 | $ | 633,774 | $ | 492,328 | 30.6 | % | 28.7 | % | |||
| Warehouse services | 888,445 | 869,710 | 649,175 | 36.9 | % | 34.0 | % | ||||||
| Total revenue | $ | 1,531,232 | $ | 1,503,484 | $ | 1,141,503 | 34.1 | % | 31.7 | % | |||
| Global Warehouse contribution (NOI) | $ | 435,552 | $ | 427,988 | $ | 374,661 | 16.3 | % | 14.2 | % | |||
| Global Warehouse margin | 28.4 | % | 28.5 | % | 32.8 | % | -438 bps | -436 bps | |||||
| Units in thousands except per pallet data | |||||||||||||
| Global Warehouse rent and storage metrics: | |||||||||||||
| Average economic occupied pallets | 3,994 | n/a | 3,188 | 25.3 | % | n/a | |||||||
| Average physical occupied pallets | 3,648 | n/a | 2,930 | 24.5 | % | n/a | |||||||
| Average physical pallet positions | 5,250 | n/a | 4,043 | 29.9 | % | n/a | |||||||
| Economic occupancy percentage | 76.1 | % | n/a | 78.9 | % | -279 bps | n/a | ||||||
| Physical occupancy percentage | 69.5 | % | n/a | 72.5 | % | -298 bps | n/a | ||||||
| Total rent and storage revenue per economic occupied pallet | $ | 160.93 | $ | 158.67 | $ | 154.41 | 4.2 | % | 2.8 | % | |||
| Total rent and storage revenue per physical occupied pallet | $ | 176.21 | $ | 173.74 | $ | 168.06 | 4.9 | % | 3.4 | % | |||
| Global Warehouse services metrics: | |||||||||||||
| Throughput pallets | 29,591 | n/a | 23,834 | 24.2 | % | n/a | |||||||
| Total warehouse services revenue per throughput pallet | $ | 30.02 | $ | 29.39 | $ | 27.24 | 10.2 | % | 7.9 | % | |||
| SAME STORE WAREHOUSE | |||||||||||||
| Number of same store warehouses | 162 | 162 | n/a | n/a | |||||||||
| Global Warehouse same store revenue: | |||||||||||||
| Rent and storage | $ | 457,384 | $ | 453,945 | $ | 460,623 | (0.7) | % | (1.4) | % | |||
| Warehouse services | 631,694 | 619,336 | 619,002 | 2.1 | % | 0.1 | % | ||||||
| Total same store revenue | $ | 1,089,078 | $ | 1,073,281 | $ | 1,079,625 | 0.9 | % | (0.6) | % | |||
| Global Warehouse same store contribution (NOI) | $ | 351,927 | $ | 347,487 | $ | 365,675 | (3.8) | % | (5.0) | % | |||
| Global Warehouse same store margin | 32.3 | % | 32.4 | % | 33.9 | % | -156 bps | -149 bps | |||||
| Units in thousands except per pallet data | |||||||||||||
| Global Warehouse same store rent and storage metrics: | |||||||||||||
| Average economic occupied pallets | 2,865 | n/a | 3,003 | (4.6) | % | n/a | |||||||
| Average physical occupied pallets | 2,543 | n/a | 2,753 | (7.6) | % | n/a | |||||||
| Average physical pallet positions | 3,762 | n/a | 3,750 | 0.3 | % | n/a | |||||||
| Economic occupancy percentage | 76.2 | % | n/a | 80.1 | % | -393 bps | n/a | ||||||
| Physical occupancy percentage | 67.6 | % | n/a | 73.4 | % | -582 bps | n/a | ||||||
| Same store rent and storage revenue per economic occupied pallet | $ | 159.64 | $ | 158.44 | $ | 153.38 | 4.1 | % | 3.3 | % | |||
| Same store rent and storage revenue per physical occupied pallet | $ | 179.85 | $ | 178.50 | $ | 167.31 | 7.5 | % | 6.7 | % | |||
| Global Warehouse same store services metrics: | |||||||||||||
| Throughput pallets | 21,805 | n/a | 22,547 | (3.3) | % | n/a | |||||||
| Same store warehouse services revenue per throughput pallet | $ | 28.97 | $ | 28.40 | $ | 27.45 | 5.5 | % | 3.5 | % | |||
| Nine Months Ended September 30, | 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) | 77 | 13 | n/a | n/a | |||||||||
| Global Warehouse non-same store revenue: | |||||||||||||
| Rent and storage | $ | 185,403 | $ | 179,829 | $ | 31,705 | 484.8 | % | 467.2 | % | |||
| Warehouse services | 256,751 | 250,373 | 30,173 | 750.9 | % | 729.8 | % | ||||||
| Total non-same store revenue | $ | 442,154 | $ | 430,202 | $ | 61,878 | 614.6 | % | 595.2 | % | |||
| Global Warehouse non-same store contribution (NOI) | $ | 83,626 | $ | 80,500 | $ | 8,985 | 830.7 | % | 795.9 | % | |||
| Global Warehouse non-same store margin | 18.9 | % | 18.7 | % | 14.5 | % | 439 bps | 419 bps | |||||
| Units in thousands except per pallet data | |||||||||||||
| Global Warehouse non-same store rent and storage metrics: | |||||||||||||
| Average economic occupied pallets | 1,129 | n/a | 185 | 509.0 | % | n/a | |||||||
| Average physical occupied pallets | 1,105 | n/a | 176 | 525.9 | % | n/a | |||||||
| Average physical pallet positions | 1,488 | n/a | 293 | 407.9 | % | n/a | |||||||
| Economic occupancy percentage | 75.9 | % | n/a | 63.3 | % | 1260 bps | n/a | ||||||
| Physical occupancy percentage | 74.2 | % | n/a | 60.2 | % | 1400 bps | n/a | ||||||
| Non-same store rent and storage revenue per economic occupied pallet | $ | 164.21 | $ | 159.27 | $ | 171.00 | (4.0) | % | (6.9) | % | |||
| Non-same store rent and storage revenue per physical occupied pallet | $ | 167.84 | $ | 162.79 | $ | 179.65 | (6.6) | % | (9.4) | % | |||
| Global Warehouse non-same store services metrics: | |||||||||||||
| Throughput pallets | 7,786 | n/a | 1,286 | 505.3 | % | n/a | |||||||
| Non-same store warehouse services revenue per throughput pallet | $ | 32.97 | $ | 32.16 | $ | 23.46 | 40.6 | % | 37.1 | % |
(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 239 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman Stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four 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 77 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four warehouses acquired through the Liberty Freezers 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 ten legacy facilities. During the third quarter of 2021, a leased facility from the Liberty Freezers acquisition was exited upon expiration of the lease. 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 September 30, 2021, $345.8 million of the Company’s annualized rent and storage revenue were derived from customers with fixed commitment storage contracts. This compares to $333.0 million at the end of the second quarter of 2021 and $279.7 million at the end of the third 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, 39.1% of rent and storage revenue was generated from fixed commitment storage contracts.
Economic and Physical Occupancy
Contracts that contain fixed commitments are designed to ensure the Company’s customers have space available when needed. For the third quarter of 2021, economic occupancy for the total warehouse segment was 75.9% and warehouse segment same store pool was 76.5%, representing a 657 basis point and 866 basis point increase above physical occupancy, respectively. Economic occupancy for the total warehouse segment decreased 129 basis points, and the warehouse segment same store pool decreased 179 basis points as compared to the third quarter of 2020, as we were impacted by reduced food production volumes.
Real Estate Portfolio
As of September 30, 2021, the Company’s portfolio consists of 248 facilities. The Company ended the third quarter of 2021 with 239 facilities in its Global Warehouse segment portfolio and nine facilities in its Third-party managed segment. During the third quarter of 2021, the Company added three facilities through the acquisitions of ColdCo and Newark. Additionally, during the third quarter, the Company exited a leased facility originating from the Liberty acquisition in Canada. The same store population consists of 162 facilities for the quarter ended September 30, 2021. The remaining 77 non-same store population includes the 67 facilities that were acquired in connection with the Agro, AM-C, Bowman Stores, Caspers, ColdCo, Hall’s, KMT Brrr!, Liberty and Newark acquisitions, the recently leased facility in Australia and ten legacy facilities, offset by the exit of the leased facility previously mentioned.
Balance Sheet Activity and Liquidity
As of September 30, 2021, the Company had total liquidity of approximately $0.8 billion, including cash, capacity on its revolving credit facility and $55 million of net proceeds available from equity forward contracts. Total debt outstanding was $3.0 billion (inclusive of $281.1 million of financing leases/sale lease-backs and exclusive of unamortized deferred financing fees), of which 82% 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 5.5x. Of the Company’s total debt outstanding, $2.7 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 6.7 years and carries a weighted average contractual interest rate of 2.93%. As of September 30, 2021, 79% 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 |
| 2Q/3Q 2021 | 1.436 | $38.96 | $55.0 | 7/1/2022 | Fund future growth initiatives |
| (1) Net of underwriter fee, forward costs and dividends paid. |
Dividend
On August 19, 2021, the Company’s Board of Trustees declared a dividend of $0.22 per share for the third quarter of 2021, which was paid on October 15, 2021 to common shareholders of record as of September 30, 2021.
2021 Outlook
The Company’s annual AFFO per share guidance remains $1.15 - $1.20. Refer to page 43 of this Financial Supplement for the details of our annual guidance including updates to certain components. 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 Wednesday, November 3, 2021 at 5:00 p.m. Eastern Time to discuss third 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 1-877-300-8521 or 1-412-317-6026. The telephone replay can be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and providing the conference ID# 10160966. The telephone replay will be available starting shortly after the call until November 17, 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 248 temperature-controlled warehouses, with over 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 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 generally and temperature-controlled warehouses in particular; acquisition risks, including the failure to identify or complete attractive acquisitions or the failure of acquisitions to perform in accordance with projections and to realize anticipated cost savings and revenue improvements; our failure to realize the intended benefits from our recent acquisitions 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; inflation and supply chain disruptions; 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; labor availability; changes in applicable governmental regulations and tax legislation, including in the international markets and proposed tax legislation proposed by the Biden administration; 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 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.
Contacts:
Americold Realty Trust
Investor Relations
Telephone: 678-459-1959
Email: investor.relations@americold.com
| Americold Realty Trust and Subsidiaries | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Balance Sheets (Unaudited) | ||||||||||||
| (In thousands, except shares and per share amounts) | ||||||||||||
| September 30, | December 31, | |||||||||||
| 2021 | 2020 | |||||||||||
| Assets | ||||||||||||
| Property, buildings and equipment: | ||||||||||||
| Land | $ | 769,720 | $ | 662,885 | ||||||||
| Buildings and improvements | 4,057,597 | 4,004,824 | ||||||||||
| Machinery and equipment | 1,297,087 | 1,177,572 | ||||||||||
| Assets under construction | 402,576 | 303,531 | ||||||||||
| 6,526,980 | 6,148,812 | |||||||||||
| Accumulated depreciation | (1,563,868) | (1,382,298) | ||||||||||
| Property, buildings and equipment – net | 4,963,112 | 4,766,514 | ||||||||||
| Operating lease right-of-use assets | 385,341 | 291,797 | ||||||||||
| Accumulated depreciation – operating leases | (48,978) | (24,483) | ||||||||||
| Operating leases – net | 336,363 | 267,314 | ||||||||||
| Financing leases: | ||||||||||||
| Buildings and improvements | 13,550 | 60,513 | ||||||||||
| Machinery and equipment | 148,724 | 109,416 | ||||||||||
| 162,274 | 169,929 | |||||||||||
| Accumulated depreciation – financing leases | (56,686) | (40,937) | ||||||||||
| Financing leases – net | 105,588 | 128,992 | ||||||||||
| Cash, cash equivalents and restricted cash | 152,770 | 621,051 | ||||||||||
| Accounts receivable – net of allowance of $17,017 and $12,286 at September 30, 2021 and December 31, 2020, respectively | 368,179 | 324,221 | ||||||||||
| Identifiable intangible assets – net | 1,011,102 | 797,423 | ||||||||||
| Goodwill | 1,039,850 | 794,335 | ||||||||||
| Investments in partially owned entities | 38,571 | 44,907 | ||||||||||
| Other assets | 112,019 | 86,394 | ||||||||||
| Total assets | $ | 8,127,554 | $ | 7,831,151 | ||||||||
| Liabilities and equity | ||||||||||||
| Liabilities: | ||||||||||||
| Borrowings under revolving line of credit | $ | 305,664 | $ | — | ||||||||
| Accounts payable and accrued expenses | 577,721 | 552,547 | ||||||||||
| Mortgage notes, senior unsecured notes and term loans – net of deferred financing costs of $11,446 and $15,952 in the aggregate, at September 30, 2021 and December 31, 2020, respectively | 2,400,593 | 2,648,266 | ||||||||||
| Sale-leaseback financing obligations | 182,979 | 185,060 | ||||||||||
| Financing lease obligations | 98,135 | 125,926 | ||||||||||
| Operating lease obligations | 316,457 | 269,147 | ||||||||||
| Unearned revenue | 22,114 | 19,209 | ||||||||||
| Pension and postretirement benefits | 7,247 | 9,145 | ||||||||||
| Deferred tax liability – net | 193,194 | 220,502 | ||||||||||
| Multiemployer pension plan withdrawal liability | 8,267 | 8,528 | ||||||||||
| Total liabilities | 4,112,371 | 4,038,330 | ||||||||||
| Equity | ||||||||||||
| Shareholders’ equity: | ||||||||||||
| Common shares of beneficial interest, $0.01 par value – 500,000,000 and 325,000,000 authorized shares; 266,769,008 and 251,702,603 issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 2,668 | 2,517 | ||||||||||
| Paid-in capital | 5,110,432 | 4,687,823 | ||||||||||
| Accumulated deficit and distributions in excess of net earnings | (1,090,595) | (895,521) | ||||||||||
| Accumulated other comprehensive loss | (13,477) | (4,379) | ||||||||||
| Total shareholders’ equity | 4,009,028 | 3,790,440 | ||||||||||
| Noncontrolling interests: | ||||||||||||
| Noncontrolling interests in operating partnership and consolidated joint venture | 6,155 | 2,381 | ||||||||||
| Total equity | 4,015,183 | 3,792,821 | ||||||||||
| Total liabilities and equity | $ | 8,127,554 | $ | 7,831,151 | ||||||||
| Americold Realty Trust and Subsidiaries | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Condensed Consolidated Statements of Operations (Unaudited) | ||||||||||||
| (In thousands, except per share amounts) | ||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Revenues: | ||||||||||||
| Rent, storage and warehouse services | $ | 542,047 | $ | 388,024 | $ | 1,531,232 | $ | 1,141,503 | ||||
| Third-party managed services | 87,782 | 75,338 | 233,027 | 213,213 | ||||||||
| Transportation services | 78,979 | 34,096 | 234,051 | 104,874 | ||||||||
| Other | — | — | — | 4,459 | ||||||||
| Total revenues | 708,808 | 497,458 | 1,998,310 | 1,464,049 | ||||||||
| Operating expenses: | ||||||||||||
| Rent, storage and warehouse services cost of operations | 397,055 | 260,268 | 1,095,680 | 766,842 | ||||||||
| Third-party managed services cost of operations | 83,231 | 71,945 | 222,401 | 202,752 | ||||||||
| Transportation services cost of operations | 72,728 | 29,909 | 211,847 | 91,110 | ||||||||
| Cost of operations related to other revenues | 23 | 17 | 82 | 4,286 | ||||||||
| Depreciation and amortization | 70,569 | 53,569 | 232,239 | 157,572 | ||||||||
| Selling, general and administrative | 45,545 | 35,969 | 133,072 | 105,202 | ||||||||
| Acquisition, litigation and other | 6,338 | 5,282 | 31,011 | 9,771 | ||||||||
| Impairment of long-lived assets | 1,784 | 2,615 | 3,312 | 6,282 | ||||||||
| Loss (gain) from sale of real estate | — | 427 | — | (21,448) | ||||||||
| Total operating expenses | 677,273 | 460,001 | 1,929,644 | 1,322,369 | ||||||||
| Operating income | 31,535 | 37,457 | 68,666 | 141,680 | ||||||||
| Other (expense) income: | ||||||||||||
| Interest expense | (25,303) | (23,066) | (77,838) | (70,114) | ||||||||
| Loss on debt extinguishment, modifications and termination of derivative instruments | (627) | — | (5,051) | (781) | ||||||||
| Other, net | (523) | (1,198) | (147) | 232 | ||||||||
| Income (loss) before income tax (expense) benefit | 5,082 | 13,193 | (14,370) | 71,017 | ||||||||
| Income tax (expense) benefit | ||||||||||||
| Current | (3,336) | (2,103) | (6,953) | (6,823) | ||||||||
| Deferred | 3,562 | 1,284 | (1,004) | 4,353 | ||||||||
| Total income tax benefit (expense) | 226 | (819) | (7,957) | (2,470) | ||||||||
| Net income (loss) | $ | 5,308 | $ | 12,374 | $ | (22,327) | $ | 68,547 | ||||
| Net income attributable to non controlling interests | 14 | — | 163 | — | ||||||||
| Net income (loss) attributable to Americold Realty Trust | $ | 5,294 | $ | 12,374 | $ | (22,490) | $ | 68,547 | ||||
| Weighted average common shares outstanding – basic | 261,865 | 204,289 | 256,129 | 202,380 | ||||||||
| Weighted average common shares outstanding – diluted | 262,550 | 208,500 | 256,129 | 206,051 | ||||||||
| Net income (loss) per common share of beneficial interest - basic | $ | 0.02 | $ | 0.06 | $ | (0.09) | $ | 0.33 | ||||
| Net income (loss) per common share of beneficial interest - diluted | $ | 0.02 | $ | 0.06 | $ | (0.09) | $ | 0.33 | ||||
| Reconciliation of Net Income (Loss) to NAREIT FFO, Core FFO, and AFFO | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In thousands, except per share amounts - unaudited) | ||||||||||||
| Three Months Ended | YTD 2021 | |||||||||||
| Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 | ||||||||
| Net income (loss) | $ | 5,308 | $ | (13,399) | $ | (14,236) | $ | (43,992) | $ | 12,374 | $ | (22,327) |
| Adjustments: | ||||||||||||
| Real estate related depreciation | 48,217 | 44,871 | 52,280 | 39,128 | 36,289 | 145,368 | ||||||
| Net (gain) loss on sale of real estate, net of withholding taxes (b) | — | — | — | (676) | 427 | — | ||||||
| Net (gain) loss on asset disposals | (1) | (13) | (39) | 888 | 1,160 | (53) | ||||||
| Impairment charges on real estate assets | 224 | 1,528 | — | 2,449 | — | 1,752 | ||||||
| Our share of reconciling items related to partially owned entities | 463 | 861 | 266 | 182 | 111 | 1,590 | ||||||
| NAREIT Funds from operations | $ | 54,211 | $ | 33,848 | $ | 38,271 | $ | (2,021) | $ | 50,361 | 126,330 | |
| Adjustments: | ||||||||||||
| Net (gain) loss on sale of non-real estate assets | (171) | (304) | (119) | 1,112 | (100) | (594) | ||||||
| Non-core asset impairment | — | — | — | (495) | 2,615 | — | ||||||
| Acquisition, litigation and other | 6,338 | 3,922 | 20,751 | 26,535 | 5,282 | 31,011 | ||||||
| Share-based compensation expense, IPO grants | — | — | 163 | 200 | 196 | 163 | ||||||
| Bridge loan commitment fees | — | — | — | 2,438 | — | — | ||||||
| Loss on debt extinguishment, modifications and termination of derivative instruments | 627 | 925 | 3,499 | 9,194 | — | 5,051 | ||||||
| Foreign currency exchange loss (gain) | 349 | 140 | (173) | 44,905 | 196 | 316 | ||||||
| Our share of reconciling items related to partially owned entities | 122 | 89 | 154 | 39 | 76 | 365 | ||||||
| Core FFO applicable to common shareholders | $ | 61,476 | $ | 38,620 | $ | 62,546 | $ | 81,907 | $ | 58,626 | 162,642 | |
| Adjustments: | ||||||||||||
| Amortization of deferred financing costs and pension withdrawal liability | 1,088 | 1,085 | 1,148 | 1,202 | 1,203 | 3,321 | ||||||
| Non-real estate asset impairment | 1,560 | — | — | — | — | 1,560 | ||||||
| Amortization of below/above market leases | 1,017 | 362 | 39 | 37 | 39 | 1,418 | ||||||
| Straight-line net rent | 411 | (170) | (155) | (324) | (87) | 86 | ||||||
| Deferred income tax (benefit) expense | (3,562) | 6,568 | (2,002) | (9,379) | (1,284) | 1,004 | ||||||
| Share-based compensation expense, excluding IPO grants | 4,291 | 5,467 | 4,867 | 4,371 | 4,373 | 14,625 | ||||||
| Non-real estate depreciation and amortization | 22,352 | 39,588 | 24,931 | 19,191 | 17,280 | 86,871 | ||||||
| Maintenance capital expenditures (a) | (18,938) | (20,488) | (15,731) | (20,291) | (17,534) | (55,157) | ||||||
| Our share of reconciling items related to partially owned entities | (100) | 711 | 278 | 168 | 125 | 889 | ||||||
| Adjusted FFO applicable to common shareholders | $ | 69,595 | $ | 71,743 | $ | 75,921 | $ | 76,882 | $ | 62,741 | 217,259 | |
| Reconciliation of Net Income (Loss) to NAREIT FFO, Core FFO, and AFFO (continued) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In thousands except per share amounts - unaudited) | ||||||||||||
| Three Months Ended | YTD 2021 | |||||||||||
| Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 | ||||||||
| NAREIT Funds from operations | $ | 54,211 | $ | 33,848 | $ | 38,271 | $ | (2,021) | $ | 50,361 | $ | 126,330 |
| Core FFO applicable to common shareholders | $ | 61,476 | $ | 38,620 | $ | 62,546 | $ | 81,907 | $ | 58,626 | $ | 162,642 |
| Adjusted FFO applicable to common shareholders | $ | 69,595 | $ | 71,743 | $ | 75,921 | $ | 76,882 | $ | 62,741 | $ | 217,259 |
| Reconciliation of weighted average shares: | ||||||||||||
| Weighted average basic shares for net income calculation | 261,865 | 253,213 | 252,938 | 205,984 | 204,289 | $ | 256,129 | |||||
| Dilutive stock options, unvested restricted stock units, equity forward contracts | 685 | 3,544 | 3,226 | 3,944 | 4,211 | 2,494 | ||||||
| Weighted average dilutive shares | 262,550 | 256,757 | 256,164 | 209,928 | 208,500 | $ | 258,623 | |||||
| NAREIT FFO - basic per share | $ | 0.21 | $ | 0.13 | $ | 0.15 | $ | (0.01) | $ | 0.25 | $ | 0.49 |
| NAREIT FFO - diluted per share | $ | 0.21 | $ | 0.13 | $ | 0.15 | $ | (0.01) | $ | 0.24 | $ | 0.49 |
| Core FFO - basic per share | $ | 0.23 | $ | 0.15 | $ | 0.25 | $ | 0.40 | $ | 0.29 | $ | 0.64 |
| Core FFO - diluted per share | $ | 0.23 | $ | 0.15 | $ | 0.24 | $ | 0.39 | $ | 0.28 | $ | 0.63 |
| Adjusted FFO - basic per share | $ | 0.27 | $ | 0.28 | $ | 0.30 | $ | 0.37 | $ | 0.31 | $ | 0.85 |
| Adjusted FFO - diluted per share | $ | 0.27 | $ | 0.28 | $ | 0.30 | $ | 0.37 | $ | 0.30 | $ | 0.85 |
| (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 Income (Loss) to EBITDA, NAREIT EBITDAre, and Core EBITDA | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (In thousands - unaudited) | ||||||||||||
| Three Months Ended | Trailing Twelve Months Ended | |||||||||||
| Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 | Q3 2021 | |||||||
| Net income (loss) | $ | 5,308 | $ | (13,399) | $ | (14,236) | $ | (43,992) | $ | 12,374 | $ | (66,319) |
| Adjustments: | ||||||||||||
| Depreciation and amortization | 70,569 | 84,459 | 77,211 | 58,319 | 53,569 | 290,558 | ||||||
| Interest expense | 25,303 | 26,579 | 25,956 | 21,367 | 23,066 | 99,205 | ||||||
| Income tax (benefit) expense | (226) | 8,974 | (791) | (9,397) | 819 | (1,440) | ||||||
| EBITDA | $ | 100,954 | $ | 106,613 | $ | 88,140 | $ | 26,297 | $ | 89,828 | $ | 411,832 |
| Adjustments: | ||||||||||||
| Net (gain) loss on sale of real estate, net of withholding taxes | — | — | — | (676) | 427 | (676) | ||||||
| Adjustment to reflect share of EBITDAre of partially owned entities | 1,854 | 1,838 | 649 | 432 | 293 | 4,773 | ||||||
| NAREIT EBITDAre | $ | 102,808 | $ | 108,451 | $ | 88,789 | $ | 26,053 | $ | 90,548 | $ | 416,649 |
| Adjustments: | ||||||||||||
| Acquisition, litigation and other | 6,338 | 3,922 | 20,751 | 26,535 | 5,282 | 57,546 | ||||||
| Bridge loan commitment fees | — | — | — | 2,438 | — | 2,438 | ||||||
| Loss (income) from investments in partially owned entities | 490 | 61 | 700 | (4) | 98 | 1,247 | ||||||
| Asset impairment | 1,784 | 1,528 | — | 1,954 | 2,615 | 5,266 | ||||||
| Foreign currency exchange loss (gain) | 349 | 140 | (173) | 44,905 | 196 | 45,221 | ||||||
| Share-based compensation expense | 4,291 | 5,467 | 5,030 | 4,571 | 4,569 | 19,359 | ||||||
| Loss on debt extinguishment, modifications and termination of derivative instruments | 627 | 925 | 3,499 | 9,194 | — | 14,245 | ||||||
| (Gain) loss on real estate and other asset disposals | (172) | (317) | (158) | 1,999 | 1,060 | 1,352 | ||||||
| Reduction in EBITDAre from partially owned entities | (1,854) | (1,838) | (649) | (432) | (293) | (4,773) | ||||||
| Core EBITDA | $ | 114,661 | $ | 118,339 | $ | 117,789 | $ | 117,213 | $ | 104,075 | $ | 468,002 |
| Revenue and Contribution by Segment | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| (in thousands - unaudited) | ||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Segment revenues: | ||||||||||||
| Warehouse | $ | 542,047 | $ | 388,024 | $ | 1,531,232 | $ | 1,141,503 | ||||
| Third-party managed | 87,782 | 75,338 | 233,027 | 213,213 | ||||||||
| Transportation | 78,979 | 34,096 | 234,051 | 104,874 | ||||||||
| Other | — | — | — | 4,459 | ||||||||
| Total revenues | 708,808 | 497,458 | 1,998,310 | 1,464,049 | ||||||||
| Segment contribution: | ||||||||||||
| Warehouse | 144,992 | 127,756 | 435,552 | 374,661 | ||||||||
| Third-party managed | 4,551 | 3,393 | 10,626 | 10,461 | ||||||||
| Transportation | 6,251 | 4,187 | 22,204 | 13,764 | ||||||||
| Other | (23) | (17) | (82) | 173 | ||||||||
| Total segment contribution | 155,771 | 135,319 | 468,300 | 399,059 | ||||||||
| Reconciling items: | ||||||||||||
| Depreciation and amortization | (70,569) | (53,569) | (232,239) | (157,572) | ||||||||
| Selling, general and administrative | (45,545) | (35,969) | (133,072) | (105,202) | ||||||||
| Acquisition, litigation and other | (6,338) | (5,282) | (31,011) | (9,771) | ||||||||
| Impairment of long-lived assets | (1,784) | (2,615) | (3,312) | (6,282) | ||||||||
| Gain (loss) from sale of real estate | — | (427) | — | 21,448 | ||||||||
| Interest expense | (25,303) | (23,066) | (77,838) | (70,114) | ||||||||
| Loss on debt extinguishment, modifications and termination of derivative instruments | (627) | — | (5,051) | (781) | ||||||||
| Other, net | (523) | (1,198) | (147) | 232 | ||||||||
| Income (loss) before income tax (expense) benefit | $ | 5,082 | $ | 13,193 | $ | (14,370) | $ | 71,017 |
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, net loss or gain on asset disposals, impairment of real estate assets, 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 net of withholding taxes, 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-core 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 joint ventures are strategic partnerships which we continue to actively participate in on an ongoing basis. The previous joint venture, the China JV, was considered for disposition during the periods presented. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential. |
| However, because FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of FFO and Core FFO as a measure of our performance may be limited. |
| We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of deferred financing costs, pension withdrawal liability and above or below market leases, straight-line net rent, provision or benefit from deferred income taxes, share-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, non-real estate asset impairment 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, and net (gain) loss on sale of real estate, net of withholding taxes and adjustment to reflect our share of EBITDAre of partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful life of related assets among otherwise comparable companies. |
| We also calculate our Core EBITDA as EBITDAre further adjusted for acquisition, litigation and other expenses, asset impairment, loss or gain on real estate and other asset disposals, bridge loan commitment fees, loss on debt extinguishment, modifications and termination of derivative instruments, share-based compensation expense, foreign currency exchange gain or loss, loss or income from investments in 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 22 of our financial supplement reconciles EBITDA, EBITDAre and Core EBITDA to net income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP. |
|---|
| All quarterly amounts and non-GAAP disclosures within this filing shall be deemed unaudited. |
Document
Exhibit 99.2
| Financial Supplement | Third Quarter 2021 |
|---|---|
| Table of Contents | |
| --- | --- |
| Overview | PAGE |
| Corporate Profile | 3 |
| Earnings Release | 5 |
| Selected Quarterly Financial Data | 16 |
| Financial Information | |
| Condensed Consolidated Balance Sheets | 18 |
| Condensed Consolidated Statements of Operations | 19 |
| Reconciliation of Net Income (Loss) to NAREIT FFO, Core FFO and AFFO | 20 |
| Reconciliation of Net Income (Loss) to EBITDA, NAREIT EBITDAre, and Core EBITDA | 22 |
| Acquisition, Litigation and Other | 23 |
| Debt Detail and Maturities | 24 |
| Operations Overview | |
| Revenue and Contribution by Segment | 25 |
| Global Warehouse Economic and Physical Occupancy Trend | 26 |
| Global Warehouse Portfolio | 27 |
| Fixed Commitment and Lease Maturity Schedules | 29 |
| Maintenance Capital Expenditures, Repair and Maintenance Expenses and External Growth, Expansion and Development Capital Expenditures | 31 |
| Total Global Warehouse Segment Financial and Operating Performance | |
| Global Warehouse Segment Financial Performance | 32 |
| Same-store Financial Performance | 34 |
| Same-store Key Operating Metrics | 36 |
| Same-store Historical Performance Trend | 38 |
| External Growth and Capital Deployment | 39 |
| Unconsolidated Joint Ventures (Investments in Partially Owned Entities) | 41 |
| 2021 Guidance | 43 |
| Notes and Definitions | 44 |
| Financial Supplement | Third Quarter 2021 |
| --- | --- |
Corporate Profile
We are the world’s largest publicly traded REIT focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. We are organized as a self-administered and self-managed REIT with proven operating, development and acquisition expertise. As of September 30, 2021, we operated a global network of 248 temperature-controlled warehouses encompassing over 1.5 billion cubic feet, with 202 warehouses in North America, 27 in Europe, 16 warehouses in Asia-Pacific, and three warehouses in South America. In addition, we hold two minority interests in Brazilian-based joint ventures, one with SuperFrio, which owns or operates 33 temperature-controlled warehouses and one with Comfrio, which owns or operates 25 temperature-controlled warehouses.
Corporate Headquarters
10 Glenlake Parkway South Tower, Suite 600
Atlanta, Georgia 30328
Telephone: (678) 441-1400
Website: www.americold.com
Senior Management
George F. Chappelle: Trustee and Interim Chief Executive Officer
Marc J. Smernoff: Chief Financial Officer and Executive Vice President
Carlos V. Rodriguez: Chief Operating Officer and Executive Vice President
Robert S. Chambers: Chief Commercial Officer and Executive Vice President
James A. Harron: Chief Investment Officer and Executive Vice President
James C. Snyder, Jr.: Chief Legal Officer and Executive Vice President
Sanjay Lall: Chief Information Officer and Executive Vice President
Thomas C. Novosel: Chief Accounting Officer and Senior Vice President
Board of Trustees
Mark R. Patterson: Chairman of the Board of Trustees
George J. Alburger, Jr.: Trustee
Kelly H. Barrett: Trustee
Robert L. Bass: Trustee
George F. Chappelle Jr.: Trustee and Interim Chief Executive Officer
Antonio F. Fernandez: Trustee
James R. Heistand: Trustee
Pamela K. Kohn: Trustee
David J. Neithercut: Trustee
Andrew P. Power: Trustee
Investor Relations
To request more information or to be added to our e-mail distribution list, please visit our website: www.americold.com
(Please proceed to the Investors section)
| Financial Supplement | Third Quarter 2021 | |
|---|---|---|
| Analyst Coverage | ||
| --- | --- | --- |
| Firm | Analyst Name | Contact |
| Baird Equity Research | David B. Rodgers | 216-737-7341 |
| Bank of America Merrill Lynch | Joshua Dennerlein | 646-855-1681 |
| Barclays | Anthony Powell | 212-526-8768 |
| Berenberg Capital Markets | Nate Crossett | 646-949-9030 |
| Citi | Emmanuel Korchman | 212-816-1382 |
| Green Street Advisors | Vince Tibone | 949-640-8780 |
| J.P. Morgan | Michael W. Mueller | 212-622-6689 |
| KeyBanc | Craig Mailman | 917-368-2316 |
| Raymond James | William A. Crow | 727-567-2594 |
| RBC | Michael Carroll | 440-715-2649 |
| Truist | Ki Bin Kim | 212-303-4124 |
Stock Listing Information
The shares of Americold Realty Trust are traded on the New York Stock Exchange under the symbol “COLD”.
Credit Ratings
| DBRS Morningstar | ||
|---|---|---|
| Credit Rating: | BBB | (Positive Trend) |
| Fitch | ||
| Issuer Default Rating: | BBB | (Stable Outlook) |
| Moody’s | ||
| Issuer Rating: | Baa3 | (Stable Outlook) |
These credit ratings may not reflect the potential impact of risks relating to the structure or trading of the Company’s securities and are provided solely for informational purposes. Credit ratings are not recommendations to buy, hold or sell any security, and may be revised or withdrawn at any time by the issuing rating agency at its sole discretion. The Company does not undertake any obligation to maintain the ratings or to advise of any change in ratings. Each agency’s rating should be evaluated independently of any other agency’s rating. An explanation of the significance of the ratings may be obtained from each of the rating agencies.
| Financial Supplement | Third Quarter 2021 |
|---|
AMERICOLD REALTY TRUST ANNOUNCES THIRD QUARTER 2021 RESULTS
Updates Earnings Call to Today, November 3, 2021 at 5 PM EST
Maintains 2021 Annual AFFO Guidance of $1.15 - $1.20 per Share
Atlanta, GA, November 3, 2021 - 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 third quarter ended September 30, 2021.
Third Quarter 2021 Highlights
•Total revenue increased 42.5% to $708.8 million.
•Total NOI increased 15.1% to $155.8 million.
•Core EBITDA increased 10.2% on an actual basis, and 11.2% on a constant currency basis, to $114.7 million.
•Net income of $5.3 million, or $0.02 income per diluted common share.
•Core FFO of $61.5 million, or $0.23 per diluted common share.
•AFFO of $69.6 million, or $0.27 per diluted common share.
•Global Warehouse segment revenue increased 39.7% to $542.0 million.
•Global Warehouse segment NOI increased 13.5% to $145.0 million.
•Global Warehouse segment same store revenue increased 2.3%, and 2.0% on a constant currency basis, Global Warehouse segment same store NOI decreased by 5.1%, or 5.4% on a constant currency basis.
•On August 2, 2021, closed on the acquisition of ColdCo in St. Louis, Missouri for $20.5 million. ColdCo consists of one owned facility in St Louis, Missouri, generating approximately 93% of total NOI, and one leased facility in Reno, Nevada. ColdCo's customers are primarily focused on the storage and handling of product for direct-to-consumer distribution, and transportation services.
•On September 1, 2021, closed on the acquisition of Newark Facility Management in Newark, New Jersey for $376.5 million. Newark consists of one owned facility totaling 11.5 million cubic feet that is a single-customer dedicated retail distribution center.
•Completed our expansion project in Calgary, Canada for C$13.2 million.
•Completed the 2021 GRESB Real Estate Assessment and the Carbon Disclosure Project, receiving an initial overall GRESB score of 63, which is higher than our peer average.
Year to Date 2021 Highlights
•Total revenue increased 36.5% to $2.00 billion.
•Total NOI increased 17.4% to $468.3 million.
•Core EBITDA increased 13.6% to $350.8 million, or 12.4% on a constant currency basis.
•Net loss of $22.3 million, or $0.09 loss per diluted common share.
•Core FFO of $162.6 million, or $0.63 per diluted common share.
•AFFO of $217.3 million, or $0.85 per diluted common share.
•Global Warehouse segment revenue increased 34.1% to $1.53 billion.
•Global Warehouse segment NOI increased 16.3% to $435.6 million.
| Financial Supplement | Third Quarter 2021 |
|---|
•Global Warehouse segment same store revenue increased 0.9%, and decreased 0.6% on a constant currency basis, Global Warehouse segment same store NOI decreased 3.8%, or 5.0% on a constant currency basis.
Subsequent Event Highlights
•Appointed George Chappelle as Interim Chief Executive Officer.
•Added three members to our Board of Trustees, Rob Bass, George Chappelle and Pamela Kohn. These three individuals have a combination of strong supply chain, logistics, food, and retail experience and complement our existing Board.
•Announced the expansion of our Spearwood, Australia facility with an expected cost of A$61.5 million to create a highly-automated build with two anchor tenants. The expansion will add 3.3 million cubic feet, and is expected to be complete by the second quarter of 2023.
•Entered into a purchase agreement to acquire a cold storage facility in Denver for a total investment of approximately $59 million, and we are expecting to close the transaction in November. This facility replaces a leased facility that expires at the end of the year.
Third Quarter 2021 Total Company Financial Results
Total revenue for the third quarter of 2021 was $708.8 million, a 42.5% increase from the same quarter of the prior year. This growth was primarily driven by the incremental revenue from acquisitions, including warehouse and transportation operations, our recently completed expansion and development projects and contractual and market-driven rate escalations. These increases are partially offset by the continued impacts of COVID-19 and resulting supply chain disruption which impacted our holdings across our network as food production has been unable to keep up with steady consumer demand.
For the third quarter of 2021, the Company reported a net income of $5.3 million, or $0.02 per diluted share, compared to net income of $12.4 million, or $0.06 per diluted share, for the same quarter of the prior year.
Total NOI for the third quarter of 2021 was $155.8 million, an increase of 15% from the same quarter of the prior year.
Core EBITDA was $114.7 million for the third quarter of 2021, compared to $104.1 million for the same quarter of the prior year. This reflects a 10.2% increase over prior year on an actual basis, and 11.2% on a constant currency basis, driven primarily from acquisition contribution. These increases were partially offset by the impact of reduced food production as a result of ongoing labor market challenges and the impact of inflation.
For the third quarter of 2021, Core FFO was $61.5 million, or $0.23 per diluted share, compared to $58.6 million, or $0.28 per diluted share, for same quarter of the prior year.
For the third quarter of 2021, AFFO was $69.6 million, or $0.27 per diluted share, compared to $62.7 million, or $0.30 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.
| Financial Supplement | Third Quarter 2021 |
|---|
Third Quarter 2021 Global Warehouse Segment Results
For the third quarter of 2021, Global Warehouse segment revenue was $542.0 million, an increase of $154.0 million, or 40%, compared to $388.0 million for the third quarter of 2020. This growth was driven by the recently completed acquisitions and development projects, paired with contractual and market-driven rate escalations.
Warehouse segment NOI was $145.0 million for the third quarter of 2021, an increase of 13%. Global Warehouse segment margin was 26.7% for the third quarter of 2021, a 618 basis point decrease compared to the same quarter of the prior year. The year-over-year increase in segment NOI was driven by the increase in revenue, partially offset by a decline in warehouse services margin within our same store pool.
We had 162 same stores for the three months ended September 30, 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 September 30, 2021. Amounts related to the Agro, AM-C, Bowman Stores, Caspers, ColdCo, Hall’s, KMT Brrr!, Liberty and Newark Facility Management acquisitions are reflected within non-same store results.
| Financial Supplement | Third Quarter 2021 | | --- | --- || | Three Months Ended September 30, | | | | | | | | | Change | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Dollars in thousands | 2021 actual | | | 2021 constant currency(1) | | | 2020 actual | | | Actual | | Constant currency | | | TOTAL WAREHOUSE SEGMENT | | | | | | | | | | | | | | | Number of total warehouses(2) | 239 | | | | | | 175 | | | n/a | | n/a | | | Global Warehouse revenue: | | | | | | | | | | | | | | | Rent and storage | $ | 225,234 | | $ | 224,210 | | $ | 166,355 | | 35.4 | % | 34.8 | % | | Warehouse services | 316,813 | | | 315,105 | | | 221,669 | | | 42.9 | % | 42.2 | % | | Total revenue | $ | 542,047 | | $ | 539,315 | | $ | 388,024 | | 39.7 | % | 39.0 | % | | Global Warehouse contribution (NOI) | $ | 144,992 | | $ | 144,455 | | $ | 127,756 | | 13.5 | % | 13.1 | % | | Global Warehouse margin | 26.7 | | % | 26.8 | | % | 32.9 | | % | -618 bps | | -614 bps | | | Units in thousands except per pallet data | | | | | | | | | | | | | | | Global Warehouse rent and storage metrics: | | | | | | | | | | | | | | | Average economic occupied pallets | 4,061 | | | n/a | | | 3,144 | | | 29.2 | % | n/a | | | Average physical occupied pallets | 3,709 | | | n/a | | | 2,849 | | | 30.2 | % | n/a | | | Average physical pallet positions | 5,351 | | | n/a | | | 4,074 | | | 31.4 | % | n/a | | | Economic occupancy percentage | 75.9 | | % | n/a | | | 77.2 | | % | -129 bps | | n/a | | | Physical occupancy percentage | 69.3 | | % | n/a | | | 69.9 | | % | -61 bps | | n/a | | | Total rent and storage revenue per economic occupied pallet | $ | 55.46 | | $ | 55.21 | | $ | 52.91 | | 4.8 | % | 4.4 | % | | Total rent and storage revenue per physical occupied pallet | $ | 60.73 | | $ | 60.45 | | $ | 58.40 | | 4.0 | % | 3.5 | % | | Global Warehouse services metrics: | | | | | | | | | | | | | | | Throughput pallets | 10,142 | | | n/a | | | 7,918 | | | 28.1 | % | n/a | | | Total warehouse services revenue per throughput pallet | $ | 31.24 | | $ | 31.07 | | $ | 27.99 | | 11.6 | % | 11.0 | % | | SAME STORE WAREHOUSE | | | | | | | | | | | | | | | Number of same store warehouses | 162 | | | | | | 162 | | | n/a | | n/a | | | Global Warehouse same store revenue: | | | | | | | | | | | | | | | Rent and storage | $ | 157,233 | | $ | 157,108 | | $ | 154,926 | | 1.5 | % | 1.4 | % | | Warehouse services | 216,351 | | | 215,316 | | | 210,309 | | | 2.9 | % | 2.4 | % | | Total same store revenue | $ | 373,584 | | $ | 372,424 | | $ | 365,235 | | 2.3 | % | 2.0 | % | | Global Warehouse same store contribution (NOI) | $ | 117,209 | | $ | 116,799 | | $ | 123,528 | | (5.1) | % | (5.4) | % | | Global Warehouse same store margin | 31.4 | | % | 31.4 | | % | 33.8 | | % | -245 bps | | -246 bps | | | Units in thousands except per pallet data | | | | | | | | | | | | | | | Global Warehouse same store rent and storage metrics: | | | | | | | | | | | | | | | Average economic occupied pallets | 2,878 | | | n/a | | | 2,942 | | | (2.2) | % | n/a | | | Average physical occupied pallets | 2,553 | | | n/a | | | 2,661 | | | (4.1) | % | n/a | | | Average physical pallet positions | 3,760 | | | n/a | | | 3,756 | | | 0.1 | % | n/a | | | Economic occupancy percentage | 76.5 | | % | n/a | | | 78.3 | | % | -179 bps | | n/a | | | Physical occupancy percentage | 67.9 | | % | n/a | | | 70.8 | | % | -295 bps | | n/a | | | Same store rent and storage revenue per economic occupied pallet | $ | 54.62 | | $ | 54.58 | | $ | 52.66 | | 3.7 | % | 3.6 | % | | Same store rent and storage revenue per physical occupied pallet | $ | 61.59 | | $ | 61.54 | | $ | 58.23 | | 5.8 | % | 5.7 | % | | Global Warehouse same store services metrics: | | | | | | | | | | | | | | | Throughput pallets | 7,328 | | | n/a | | | 7,467 | | | (1.9) | % | n/a | | | Same store warehouse services revenue per throughput pallet | $ | 29.52 | | $ | 29.38 | | $ | 28.16 | | 4.8 | % | 4.3 | % || Financial Supplement | Third Quarter 2021 | | --- | --- || | Three Months Ended September 30, | | | | | | | | | 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) | 77 | | | | | | 13 | | | n/a | | n/a | | | Global Warehouse non-same store revenue: | | | | | | | | | | | | | | | Rent and storage | $ | 68,001 | | $ | 67,102 | | $ | 11,429 | | 495.0 | % | 487.1 | % | | Warehouse services | 100,462 | | | 99,789 | | | 11,360 | | | 784.3 | % | 778.4 | % | | Total non-same store revenue | $ | 168,463 | | $ | 166,891 | | $ | 22,789 | | 639.2 | % | 632.3 | % | | Global Warehouse non-same store contribution (NOI) | $ | 27,783 | | $ | 27,656 | | $ | 4,228 | | 557.1 | % | 554.1 | % | | Global Warehouse non-same store margin | 16.5 | | % | 16.6 | | % | 18.6 | | % | -206 bps | | -198 bps | | | Units in thousands except per pallet data | | | | | | | | | | | | | | | Global Warehouse non-same store rent and storage metrics: | | | | | | | | | | | | | | | Average economic occupied pallets | 1,182 | | | n/a | | | 202 | | | 485.5 | % | n/a | | | Average physical occupied pallets | 1,156 | | | n/a | | | 188 | | | 515.0 | % | n/a | | | Average physical pallet positions | 1,591 | | | n/a | | | 318 | | | 399.9 | % | n/a | | | Economic occupancy percentage | 74.3 | | % | n/a | | | 63.5 | | % | 1086 bps | | n/a | | | Physical occupancy percentage | 72.7 | | % | n/a | | | 59.1 | | % | 1360 bps | | n/a | | | Non-same store rent and storage revenue per economic occupied pallet | $ | 57.51 | | $ | 56.75 | | $ | 56.59 | | 1.6 | % | 0.3 | % | | Non-same store rent and storage revenue per physical occupied pallet | $ | 58.81 | | $ | 58.04 | | $ | 60.79 | | (3.3) | % | (4.5) | % | | Global Warehouse non-same store services metrics: | | | | | | | | | | | | | | | Throughput pallets | 2,814 | | | n/a | | | 451 | | | 523.9 | % | n/a | | | Non-same store warehouse services revenue per throughput pallet | $ | 35.71 | | $ | 35.47 | | $ | 25.19 | | 41.7 | % | 40.8 | % |
(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 239 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman Stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four 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 77 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four warehouses acquired through the Liberty Freezers 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 ten legacy facilities. During the third quarter of 2021, a leased facility from the Liberty Freezers acquisition was exited upon expiration of the lease. The results of these acquisitions are reflected in the results above since date of ownership.
(n/a = not applicable)
| Financial Supplement | Third Quarter 2021 | | --- | --- || | Nine Months Ended September 30, | | | | | | | | | Change | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Dollars in thousands | 2021 actual | | | 2021 constant currency(1) | | | 2020 actual | | | Actual | | Constant currency | | | TOTAL WAREHOUSE SEGMENT | | | | | | | | | | | | | | | Number of total warehouses(2) | 239 | | | | | | 175 | | | n/a | | n/a | | | Global Warehouse revenue: | | | | | | | | | | | | | | | Rent and storage | $ | 642,787 | | $ | 633,774 | | $ | 492,328 | | 30.6 | % | 28.7 | % | | Warehouse services | 888,445 | | | 869,710 | | | 649,175 | | | 36.9 | % | 34.0 | % | | Total revenue | $ | 1,531,232 | | $ | 1,503,484 | | $ | 1,141,503 | | 34.1 | % | 31.7 | % | | Global Warehouse contribution (NOI) | $ | 435,552 | | $ | 427,988 | | $ | 374,661 | | 16.3 | % | 14.2 | % | | Global Warehouse margin | 28.4 | | % | 28.5 | | % | 32.8 | | % | -438 bps | | -436 bps | | | Units in thousands except per pallet data | | | | | | | | | | | | | | | Global Warehouse rent and storage metrics: | | | | | | | | | | | | | | | Average economic occupied pallets | 3,994 | | | n/a | | | 3,188 | | | 25.3 | % | n/a | | | Average physical occupied pallets | 3,648 | | | n/a | | | 2,930 | | | 24.5 | % | n/a | | | Average physical pallet positions | 5,250 | | | n/a | | | 4,043 | | | 29.9 | % | n/a | | | Economic occupancy percentage | 76.1 | | % | n/a | | | 78.9 | | % | -279 bps | | n/a | | | Physical occupancy percentage | 69.5 | | % | n/a | | | 72.5 | | % | -298 bps | | n/a | | | Total rent and storage revenue per economic occupied pallet | $ | 160.93 | | $ | 158.67 | | $ | 154.41 | | 4.2 | % | 2.8 | % | | Total rent and storage revenue per physical occupied pallet | $ | 176.21 | | $ | 173.74 | | $ | 168.06 | | 4.9 | % | 3.4 | % | | Global Warehouse services metrics: | | | | | | | | | | | | | | | Throughput pallets | 29,591 | | | n/a | | | 23,834 | | | 24.2 | % | n/a | | | Total warehouse services revenue per throughput pallet | $ | 30.02 | | $ | 29.39 | | $ | 27.24 | | 10.2 | % | 7.9 | % | | SAME STORE WAREHOUSE | | | | | | | | | | | | | | | Number of same store warehouses | 162 | | | | | | 162 | | | n/a | | n/a | | | Global Warehouse same store revenue: | | | | | | | | | | | | | | | Rent and storage | $ | 457,384 | | $ | 453,945 | | $ | 460,623 | | (0.7) | % | (1.4) | % | | Warehouse services | 631,694 | | | 619,336 | | | 619,002 | | | 2.1 | % | 0.1 | % | | Total same store revenue | $ | 1,089,078 | | $ | 1,073,281 | | $ | 1,079,625 | | 0.9 | % | (0.6) | % | | Global Warehouse same store contribution (NOI) | $ | 351,927 | | $ | 347,487 | | $ | 365,675 | | (3.8) | % | (5.0) | % | | Global Warehouse same store margin | 32.3 | | % | 32.4 | | % | 33.9 | | % | -156 bps | | -149 bps | | | Units in thousands except per pallet data | | | | | | | | | | | | | | | Global Warehouse same store rent and storage metrics: | | | | | | | | | | | | | | | Average economic occupied pallets | 2,865 | | | n/a | | | 3,003 | | | (4.6) | % | n/a | | | Average physical occupied pallets | 2,543 | | | n/a | | | 2,753 | | | (7.6) | % | n/a | | | Average physical pallet positions | 3,762 | | | n/a | | | 3,750 | | | 0.3 | % | n/a | | | Economic occupancy percentage | 76.2 | | % | n/a | | | 80.1 | | % | -393 bps | | n/a | | | Physical occupancy percentage | 67.6 | | % | n/a | | | 73.4 | | % | -582 bps | | n/a | | | Same store rent and storage revenue per economic occupied pallet | $ | 159.64 | | $ | 158.44 | | $ | 153.38 | | 4.1 | % | 3.3 | % | | Same store rent and storage revenue per physical occupied pallet | $ | 179.85 | | $ | 178.50 | | $ | 167.31 | | 7.5 | % | 6.7 | % | | Global Warehouse same store services metrics: | | | | | | | | | | | | | | | Throughput pallets | 21,805 | | | n/a | | | 22,547 | | | (3.3) | % | n/a | | | Same store warehouse services revenue per throughput pallet | $ | 28.97 | | $ | 28.40 | | $ | 27.45 | | 5.5 | % | 3.5 | % || Financial Supplement | Third Quarter 2021 | | --- | --- || | Nine Months Ended September 30, | | | | | | | | | 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) | 77 | | | | | | 13 | | | n/a | | n/a | | | Global Warehouse non-same store revenue: | | | | | | | | | | | | | | | Rent and storage | $ | 185,403 | | $ | 179,829 | | $ | 31,705 | | 484.8 | % | 467.2 | % | | Warehouse services | 256,751 | | | 250,373 | | | 30,173 | | | 750.9 | % | 729.8 | % | | Total non-same store revenue | $ | 442,154 | | $ | 430,202 | | $ | 61,878 | | 614.6 | % | 595.2 | % | | Global Warehouse non-same store contribution (NOI) | $ | 83,626 | | $ | 80,500 | | $ | 8,985 | | 830.7 | % | 795.9 | % | | Global Warehouse non-same store margin | 18.9 | | % | 18.7 | | % | 14.5 | | % | 439 bps | | 419 bps | | | Units in thousands except per pallet data | | | | | | | | | | | | | | | Global Warehouse non-same store rent and storage metrics: | | | | | | | | | | | | | | | Average economic occupied pallets | 1,129 | | | n/a | | | 185 | | | 509.0 | % | n/a | | | Average physical occupied pallets | 1,105 | | | n/a | | | 176 | | | 525.9 | % | n/a | | | Average physical pallet positions | 1,488 | | | n/a | | | 293 | | | 407.9 | % | n/a | | | Economic occupancy percentage | 75.9 | | % | n/a | | | 63.3 | | % | 1260 bps | | n/a | | | Physical occupancy percentage | 74.2 | | % | n/a | | | 60.2 | | % | 1400 bps | | n/a | | | Non-same store rent and storage revenue per economic occupied pallet | $ | 164.21 | | $ | 159.27 | | $ | 171.00 | | (4.0) | % | (6.9) | % | | Non-same store rent and storage revenue per physical occupied pallet | $ | 167.84 | | $ | 162.79 | | $ | 179.65 | | (6.6) | % | (9.4) | % | | Global Warehouse non-same store services metrics: | | | | | | | | | | | | | | | Throughput pallets | 7,786 | | | n/a | | | 1,286 | | | 505.3 | % | n/a | | | Non-same store warehouse services revenue per throughput pallet | $ | 32.97 | | $ | 32.16 | | $ | 23.46 | | 40.6 | % | 37.1 | % |
(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 239 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman Stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four 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 77 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four warehouses acquired through the Liberty Freezers 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 ten legacy facilities. During the third quarter of 2021, a leased facility from the Liberty Freezers acquisition was exited upon expiration of the lease. 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 September 30, 2021, $345.8 million of the Company’s annualized rent and storage revenue were derived from customers with fixed commitment storage contracts. This compares to $333.0 million at the end of the second quarter of 2021 and $279.7 million at the end of the third 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, 39.1% of rent and storage revenue was generated from fixed commitment storage contracts.
| Financial Supplement | Third Quarter 2021 |
|---|
Economic and Physical Occupancy
Contracts that contain fixed commitments are designed to ensure the Company’s customers have space available when needed. For the third quarter of 2021, economic occupancy for the total warehouse segment was 75.9% and warehouse segment same store pool was 76.5%, representing a 657 basis point and 866 basis point increase above physical occupancy, respectively. Economic occupancy for the total warehouse segment decreased 129 basis points, and the warehouse segment same store pool decreased 179 basis points as compared to the third quarter of 2020, as we were impacted by reduced food production volumes.
Real Estate Portfolio
As of September 30, 2021, the Company’s portfolio consists of 248 facilities. The Company ended the third quarter of 2021 with 239 facilities in its Global Warehouse segment portfolio and nine facilities in its Third-party managed segment. During the third quarter of 2021, the Company added three facilities through the acquisitions of ColdCo and Newark. Additionally, during the third quarter, the Company exited a leased facility originating from the Liberty acquisition in Canada. The same store population consists of 162 facilities for the quarter ended September 30, 2021. The remaining 77 non-same store population includes the 67 facilities that were acquired in connection with the Agro, AM-C, Bowman Stores, Caspers, ColdCo, Hall’s, KMT Brrr!, Liberty and Newark acquisitions, the recently leased facility in Australia and ten legacy facilities, offset by the exit of the leased facility previously mentioned.
Balance Sheet Activity and Liquidity
As of September 30, 2021, the Company had total liquidity of approximately $0.8 billion, including cash, capacity on its revolving credit facility and $55 million of net proceeds available from equity forward contracts. Total debt outstanding was $3.0 billion (inclusive of $281.1 million of financing leases/sale lease-backs and exclusive of unamortized deferred financing fees), of which 82% 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 5.5x. Of the Company’s total debt outstanding, $2.7 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 6.7 years and carries a weighted average contractual interest rate of 2.93%. As of September 30, 2021, 79% 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 |
| 2Q/3Q 2021 | 1.436 | $38.96 | $55.0 | 7/1/2022 | Fund future growth initiatives |
| (1) Net of underwriter fee, forward costs and dividends paid. |
Dividend
On August 19, 2021, the Company’s Board of Trustees declared a dividend of $0.22 per share for the third quarter of 2021, which was paid on October 15, 2021 to common shareholders of record as of September 30, 2021.
| Financial Supplement | Third Quarter 2021 |
|---|
2021 Outlook
The Company’s annual AFFO per share guidance remains $1.15 - $1.20. Refer to page 43 of this Financial Supplement for the details of our annual guidance including updates to certain components. 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 Wednesday, November 3, 2021 at 5:00 p.m. Eastern Time to discuss third 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 1-877-300-8521 or 1-412-317-6026. The telephone replay can be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and providing the conference ID# 10160966. The telephone replay will be available starting shortly after the call until November 17, 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 248 temperature-controlled warehouses, with over 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 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
| Financial Supplement | Third Quarter 2021 |
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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 generally and temperature-controlled warehouses in particular; acquisition risks, including the failure to identify or complete attractive acquisitions or the failure of acquisitions to perform in accordance with projections and to realize anticipated cost savings and revenue improvements; our failure to realize the intended benefits from our recent acquisitions 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; inflation and supply chain disruptions; 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; labor availability; changes in applicable governmental regulations and tax legislation, including in the international markets and proposed tax legislation proposed by the Biden administration; 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 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
| Financial Supplement | Third Quarter 2021 |
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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.
Contacts:
Americold Realty Trust
Investor Relations
Telephone: 678-459-1959
Email: investor.relations@americold.com
| Financial Supplement | Third Quarter 2021 |
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Selected Quarterly Financial Data
| In thousands, except per share amounts - unaudited | As of | ||||
|---|---|---|---|---|---|
| Capitalization: | Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 |
| Fully diluted common shares outstanding at quarter end(1) | 269,073 | 263,676 | 257,392 | 256,829 | 208,764 |
| Common stock share price at quarter end | 29.05 | 37.85 | 38.47 | 37.73 | 35.75 |
| Market value of common equity | 7,816,571 | 9,980,137 | 9,901,870 | 9,690,158 | 7,463,313 |
| Gross debt (2) | 2,998,817 | 2,874,481 | 2,778,873 | 2,975,204 | 2,034,087 |
| Less: cash and cash equivalents | 152,770 | 316,077 | 287,691 | 621,051 | 173,913 |
| Net debt | 2,846,047 | 2,558,404 | 2,491,182 | 2,354,153 | 1,860,174 |
| Total enterprise value | 10,662,618 | 12,538,541 | 12,393,052 | 12,044,311 | 9,323,487 |
| Net debt / total enterprise value | 26.7 | 20.4 | 20.1 | 19.5 | 20.0 |
| Net debt to pro forma Core EBITDA(2) | 5.49x | 4.88x | 4.79x | 4.43x | 4.34x |
| Three Months Ended | |||||
| Selected Operational Data: | Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 |
| Warehouse segment revenue | 542,047 | 503,734 | 485,451 | 407,811 | 388,024 |
| Total revenue | 708,808 | 654,707 | 634,795 | 523,678 | 497,458 |
| Operating income | 31,535 | 22,905 | 14,226 | 26,771 | 37,457 |
| Net income (loss) | 5,308 | (13,399) | (14,236) | (43,992) | 12,374 |
| Total warehouse segment contribution (NOI) (3) | 144,992 | 144,379 | 146,181 | 145,672 | 127,756 |
| Total segment contribution (NOI) (3) | 155,771 | 155,289 | 157,240 | 152,439 | 135,319 |
| Selected Other Data: | |||||
| Core EBITDA (4) | 114,661 | 118,339 | 117,789 | 117,213 | 104,075 |
| Core funds from operations (1) | 61,476 | 38,620 | 62,546 | 81,907 | 58,626 |
| Adjusted funds from operations (1) | 69,595 | 71,743 | 75,921 | 76,882 | 62,741 |
| Earnings Measurements: | |||||
| Net income (loss) per share - basic | 0.02 | (0.05) | (0.06) | (0.21) | 0.06 |
| Net income (loss) per share - diluted | 0.02 | (0.05) | (0.06) | (0.21) | 0.06 |
| Core FFO per diluted share (4) | 0.23 | 0.15 | 0.24 | 0.39 | 0.28 |
| AFFO per diluted share (4) | 0.27 | 0.28 | 0.30 | 0.37 | 0.30 |
| Dividend distributions declared per common share (5) | 0.22 | 0.22 | 0.22 | 0.21 | 0.21 |
| Diluted AFFO payout ratio (6) | 81.5 | 78.6 | 73.3 | 56.8 | 70.0 |
| Portfolio Statistics: | |||||
| Total global warehouses | 248 | 246 | 242 | 238 | 185 |
| Average economic occupancy | 75.9 | 75.2 | 77.0 | 79.2 | 77.2 |
| Average physical occupancy | 69.3 | 68.8 | 70.3 | 72.3 | 69.9 |
| Total global same-store warehouses | 162 | 162 | 162 | 135 | 135 |
All values are in US Dollars.
| Financial Supplement | Third Quarter 2021 | ||||
|---|---|---|---|---|---|
| (1) Assumes the exercise of all outstanding stock options using the treasury stock method, conversion of all outstanding restricted stock and OP units, and incorporates forward contracts using the treasury stock method | |||||
| --- | --- | --- | --- | --- | --- |
| As of | |||||
| (2) Net Debt to Core EBITDA Computation | 09/30/2021 | 12/31/2020 | |||
| Total debt | |||||
| Deferred financing costs | 11,446 | 15,952 | |||
| Gross debt | 2,998,817 | 2,975,204 | |||
| Adjustments: | |||||
| Less: cash and cash equivalents | 152,770 | 621,051 | |||
| Net debt | |||||
| Core EBITDA - last twelve months | 468,002 | 425,910 | |||
| Core EBITDA from acquisitions (a) | 50,376 | 105,362 | |||
| Pro forma Core EBITDA - last twelve months | 518,378 | 531,272 | |||
| Net debt to pro forma Core EBITDA | 5.49x | 4.43x | |||
| (a) As of September 30, 2021, amount includes one month of Core EBITDA from the Halls acquisition, three months of Core EBITDA from the Agro acquisition, five months of Core EBITDA from the Liberty acquisition, seven months of Core EBITDA from the KMT Brrr! acquisition, eight months of Core EBITDA from the Bowman Stores acquisition, 10 months of Core EBITDA from the Coldco acquisition, and 11 months of Core EBITDA from the Forem acquisition prior to Americold’s ownership of the respective acquired entities. | |||||
| (3) Reconciliation of segment contribution (NOI) | |||||
| Three Months Ended | |||||
| Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 | |
| Warehouse segment contribution (NOI) | 144,992 | 144,379 | $146,181 | $145,672 | $127,756 |
| Third-party managed segment contribution (NOI) | 4,551 | 1,693 | 4,382 | 1,767 | 3,393 |
| Transportation segment contribution (NOI) | 6,251 | 9,250 | 6,703 | 5,043 | 4,187 |
| Other segment contribution (NOI) | (23) | (33) | (26) | (43) | (17) |
| Total segment contribution (NOI) | 155,771 | 155,289 | $157,240 | $152,439 | $135,319 |
| Depreciation and amortization | (70,569) | (84,459) | (77,211) | (58,319) | (53,569) |
| Selling, general and administrative | (45,545) | (42,475) | (45,052) | (39,536) | (35,969) |
| Acquisition, litigation and other | (6,338) | (3,922) | (20,751) | (26,535) | (5,282) |
| Gain (loss) from sale of real estate | — | — | — | 676 | (427) |
| Impairment of long-lived assets | (1,784) | (1,528) | — | (1,954) | (2,615) |
| U.S. GAAP operating income | 31,535 | 22,905 | $14,226 | $26,771 | $37,457 |
| (4) See “Reconciliation of Net Income (Loss) to NAREIT FFO, Core FFO, and AFFO” and “Reconciliation of Net Income (Loss) to EBITDA, EBITDAre, and Core EBITDA” pages 20-22 | |||||
| (5) Distributions per common share | Three Months Ended | ||||
| Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 | |
| Distributions declared on common shares during the quarter | 59,026 | 57,897 | $56,029 | $53,820 | $43,282 |
| Common shares outstanding at quarter end | 266,769 | 261,015 | 252,520 | 251,703 | 203,680 |
| Distributions declared per common share of beneficial interest | 0.22 | 0.22 | $0.22 | $0.21 | $0.21 |
| (6) Calculated as distributions declared on common shares divided by AFFO per weighted average diluted share |
All values are in US Dollars.
| Financial Supplement | Third Quarter 2021 |
|---|
Financial Information
| Americold Realty Trust and Subsidiaries | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Balance Sheets (Unaudited) | |||||||||||||||
| (In thousands, except shares and per share amounts) | |||||||||||||||
| September 30, | December 31, | ||||||||||||||
| 2021 | 2020 | ||||||||||||||
| Assets | |||||||||||||||
| Property, buildings and equipment: | |||||||||||||||
| Land | $ | 769,720 | $ | 662,885 | |||||||||||
| Buildings and improvements | 4,057,597 | 4,004,824 | |||||||||||||
| Machinery and equipment | 1,297,087 | 1,177,572 | |||||||||||||
| Assets under construction | 402,576 | 303,531 | |||||||||||||
| 6,526,980 | 6,148,812 | ||||||||||||||
| Accumulated depreciation | (1,563,868) | (1,382,298) | |||||||||||||
| Property, buildings and equipment – net | 4,963,112 | 4,766,514 | |||||||||||||
| Operating lease right-of-use assets | 385,341 | 291,797 | |||||||||||||
| Accumulated depreciation – operating leases | (48,978) | (24,483) | |||||||||||||
| Operating leases – net | 336,363 | 267,314 | |||||||||||||
| Financing leases: | |||||||||||||||
| Buildings and improvements | 13,550 | 60,513 | |||||||||||||
| Machinery and equipment | 148,724 | 109,416 | |||||||||||||
| 162,274 | 169,929 | ||||||||||||||
| Accumulated depreciation – financing leases | (56,686) | (40,937) | |||||||||||||
| Financing leases – net | 105,588 | 128,992 | |||||||||||||
| Cash, cash equivalents and restricted cash | 152,770 | 621,051 | |||||||||||||
| Accounts receivable – net of allowance of $17,017 and $12,286 at September 30, 2021 and December 31, 2020, respectively | 368,179 | 324,221 | |||||||||||||
| Identifiable intangible assets – net | 1,011,102 | 797,423 | |||||||||||||
| Goodwill | 1,039,850 | 794,335 | |||||||||||||
| Investments in partially owned entities | 38,571 | 44,907 | |||||||||||||
| Other assets | 112,019 | 86,394 | |||||||||||||
| Total assets | $ | 8,127,554 | $ | 7,831,151 | |||||||||||
| Liabilities and equity | |||||||||||||||
| Liabilities: | |||||||||||||||
| Borrowings under revolving line of credit | $ | 305,664 | $ | — | |||||||||||
| Accounts payable and accrued expenses | 577,721 | 552,547 | |||||||||||||
| Mortgage notes, senior unsecured notes and term loans – net of deferred financing costs of $11,446 and $15,952 in the aggregate, at September 30, 2021 and December 31, 2020, respectively | 2,400,593 | 2,648,266 | |||||||||||||
| Sale-leaseback financing obligations | 182,979 | 185,060 | |||||||||||||
| Financing lease obligations | 98,135 | 125,926 | |||||||||||||
| Operating lease obligations | 316,457 | 269,147 | |||||||||||||
| Unearned revenue | 22,114 | 19,209 | |||||||||||||
| Pension and postretirement benefits | 7,247 | 9,145 | |||||||||||||
| Deferred tax liability – net | 193,194 | 220,502 | |||||||||||||
| Multiemployer pension plan withdrawal liability | 8,267 | 8,528 | |||||||||||||
| Total liabilities | 4,112,371 | 4,038,330 | |||||||||||||
| Equity | |||||||||||||||
| Shareholders’ equity: | |||||||||||||||
| Common shares of beneficial interest, $0.01 par value – 500,000,000 and 325,000,000 authorized shares; 266,769,008 and 251,702,603 issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 2,668 | 2,517 | |||||||||||||
| Paid-in capital | 5,110,432 | 4,687,823 | |||||||||||||
| Accumulated deficit and distributions in excess of net earnings | (1,090,595) | (895,521) | |||||||||||||
| Accumulated other comprehensive loss | (13,477) | (4,379) | |||||||||||||
| Total shareholders’ equity | 4,009,028 | 3,790,440 | |||||||||||||
| Noncontrolling interests: | |||||||||||||||
| Noncontrolling interests in operating partnership and consolidated joint venture | 6,155 | 2,381 | |||||||||||||
| Total equity | 4,015,183 | 3,792,821 | |||||||||||||
| Total liabilities and equity | $ | 8,127,554 | $ | 7,831,151 | |||||||||||
| Financial Supplement | Third Quarter 2021 | ||||||||||||||
| --- | --- | ||||||||||||||
| Americold Realty Trust and Subsidiaries | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||
| Condensed Consolidated Statements of Operations (Unaudited) | |||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||
| Revenues: | |||||||||||||||
| Rent, storage and warehouse services | $ | 542,047 | $ | 388,024 | $ | 1,531,232 | $ | 1,141,503 | |||||||
| Third-party managed services | 87,782 | 75,338 | 233,027 | 213,213 | |||||||||||
| Transportation services | 78,979 | 34,096 | 234,051 | 104,874 | |||||||||||
| Other | — | — | — | 4,459 | |||||||||||
| Total revenues | 708,808 | 497,458 | 1,998,310 | 1,464,049 | |||||||||||
| Operating expenses: | |||||||||||||||
| Rent, storage and warehouse services cost of operations | 397,055 | 260,268 | 1,095,680 | 766,842 | |||||||||||
| Third-party managed services cost of operations | 83,231 | 71,945 | 222,401 | 202,752 | |||||||||||
| Transportation services cost of operations | 72,728 | 29,909 | 211,847 | 91,110 | |||||||||||
| Cost of operations related to other revenues | 23 | 17 | 82 | 4,286 | |||||||||||
| Depreciation and amortization | 70,569 | 53,569 | 232,239 | 157,572 | |||||||||||
| Selling, general and administrative | 45,545 | 35,969 | 133,072 | 105,202 | |||||||||||
| Acquisition, litigation and other | 6,338 | 5,282 | 31,011 | 9,771 | |||||||||||
| Impairment of long-lived assets | 1,784 | 2,615 | 3,312 | 6,282 | |||||||||||
| Loss (gain) from sale of real estate | — | 427 | — | (21,448) | |||||||||||
| Total operating expenses | 677,273 | 460,001 | 1,929,644 | 1,322,369 | |||||||||||
| Operating income | 31,535 | 37,457 | 68,666 | 141,680 | |||||||||||
| Other (expense) income: | |||||||||||||||
| Interest expense | (25,303) | (23,066) | (77,838) | (70,114) | |||||||||||
| Loss on debt extinguishment, modifications and termination of derivative instruments | (627) | — | (5,051) | (781) | |||||||||||
| Other, net | (523) | (1,198) | (147) | 232 | |||||||||||
| Income (loss) before income tax (expense) benefit | 5,082 | 13,193 | (14,370) | 71,017 | |||||||||||
| Income tax (expense) benefit | |||||||||||||||
| Current | (3,336) | (2,103) | (6,953) | (6,823) | |||||||||||
| Deferred | 3,562 | 1,284 | (1,004) | 4,353 | |||||||||||
| Total income tax benefit (expense) | 226 | (819) | (7,957) | (2,470) | |||||||||||
| Net income (loss) | $ | 5,308 | $ | 12,374 | $ | (22,327) | $ | 68,547 | |||||||
| Net income attributable to non controlling interests | 14 | — | 163 | — | |||||||||||
| Net income (loss) attributable to Americold Realty Trust | $ | 5,294 | $ | 12,374 | $ | (22,490) | $ | 68,547 | |||||||
| Weighted average common shares outstanding – basic | 261,865 | 204,289 | 256,129 | 202,380 | |||||||||||
| Weighted average common shares outstanding – diluted | 262,550 | 208,500 | 256,129 | 206,051 | |||||||||||
| Net income (loss) per common share of beneficial interest - basic | $ | 0.02 | $ | 0.06 | $ | (0.09) | $ | 0.33 | |||||||
| Net income (loss) per common share of beneficial interest - diluted | $ | 0.02 | $ | 0.06 | $ | (0.09) | $ | 0.33 | |||||||
| Financial Supplement | Third Quarter 2021 | ||||||||||||||
| --- | --- | ||||||||||||||
| Reconciliation of Net Income (Loss) to NAREIT FFO, Core FFO, and AFFO | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| (In thousands, except per share amounts - unaudited) | |||||||||||||||
| Three Months Ended | YTD 2021 | ||||||||||||||
| Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 | |||||||||||
| Net income (loss) | $ | 5,308 | $ | (13,399) | $ | (14,236) | $ | (43,992) | $ | 12,374 | $ | (22,327) | |||
| Adjustments: | |||||||||||||||
| Real estate related depreciation | 48,217 | 44,871 | 52,280 | 39,128 | 36,289 | 145,368 | |||||||||
| Net (gain) loss on sale of real estate, net of withholding taxes (b) | — | — | — | (676) | 427 | — | |||||||||
| Net (gain) loss on asset disposals | (1) | (13) | (39) | 888 | 1,160 | (53) | |||||||||
| Impairment charges on real estate assets | 224 | 1,528 | — | 2,449 | — | 1,752 | |||||||||
| Our share of reconciling items related to partially owned entities | 463 | 861 | 266 | 182 | 111 | 1,590 | |||||||||
| NAREIT Funds from operations | $ | 54,211 | $ | 33,848 | $ | 38,271 | $ | (2,021) | $ | 50,361 | 126,330 | ||||
| Adjustments: | |||||||||||||||
| Net (gain) loss on sale of non-real estate assets | (171) | (304) | (119) | 1,112 | (100) | (594) | |||||||||
| Non-core asset impairment | — | — | — | (495) | 2,615 | — | |||||||||
| Acquisition, litigation and other | 6,338 | 3,922 | 20,751 | 26,535 | 5,282 | 31,011 | |||||||||
| Share-based compensation expense, IPO grants | — | — | 163 | 200 | 196 | 163 | |||||||||
| Bridge loan commitment fees | — | — | — | 2,438 | — | — | |||||||||
| Loss on debt extinguishment, modifications and termination of derivative instruments | 627 | 925 | 3,499 | 9,194 | — | 5,051 | |||||||||
| Foreign currency exchange loss (gain) | 349 | 140 | (173) | 44,905 | 196 | 316 | |||||||||
| Our share of reconciling items related to partially owned entities | 122 | 89 | 154 | 39 | 76 | 365 | |||||||||
| Core FFO applicable to common shareholders | $ | 61,476 | $ | 38,620 | $ | 62,546 | $ | 81,907 | $ | 58,626 | 162,642 | ||||
| Adjustments: | |||||||||||||||
| Amortization of deferred financing costs and pension withdrawal liability | 1,088 | 1,085 | 1,148 | 1,202 | 1,203 | 3,321 | |||||||||
| Non-real estate asset impairment | 1,560 | — | — | — | — | 1,560 | |||||||||
| Amortization of below/above market leases | 1,017 | 362 | 39 | 37 | 39 | 1,418 | |||||||||
| Straight-line net rent | 411 | (170) | (155) | (324) | (87) | 86 | |||||||||
| Deferred income tax (benefit) expense | (3,562) | 6,568 | (2,002) | (9,379) | (1,284) | 1,004 | |||||||||
| Share-based compensation expense, excluding IPO grants | 4,291 | 5,467 | 4,867 | 4,371 | 4,373 | 14,625 | |||||||||
| Non-real estate depreciation and amortization | 22,352 | 39,588 | 24,931 | 19,191 | 17,280 | 86,871 | |||||||||
| Maintenance capital expenditures (a) | (18,938) | (20,488) | (15,731) | (20,291) | (17,534) | (55,157) | |||||||||
| Our share of reconciling items related to partially owned entities | (100) | 711 | 278 | 168 | 125 | 889 | |||||||||
| Adjusted FFO applicable to common shareholders | $ | 69,595 | $ | 71,743 | $ | 75,921 | $ | 76,882 | $ | 62,741 | 217,259 | ||||
| Financial Supplement | Third Quarter 2021 | ||||||||||||||
| --- | --- | ||||||||||||||
| Reconciliation of Net Income (Loss) to NAREIT FFO, Core FFO, and AFFO (continued) | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| (In thousands except per share amounts - unaudited) | |||||||||||||||
| Three Months Ended | YTD 2021 | ||||||||||||||
| Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 | |||||||||||
| NAREIT Funds from operations | $ | 54,211 | $ | 33,848 | $ | 38,271 | $ | (2,021) | $ | 50,361 | $ | 126,330 | |||
| Core FFO applicable to common shareholders | $ | 61,476 | $ | 38,620 | $ | 62,546 | $ | 81,907 | $ | 58,626 | $ | 162,642 | |||
| Adjusted FFO applicable to common shareholders | $ | 69,595 | $ | 71,743 | $ | 75,921 | $ | 76,882 | $ | 62,741 | $ | 217,259 | |||
| Reconciliation of weighted average shares: | |||||||||||||||
| Weighted average basic shares for net income calculation | 261,865 | 253,213 | 252,938 | 205,984 | 204,289 | $ | 256,129 | ||||||||
| Dilutive stock options, unvested restricted stock units, equity forward contracts | 685 | 3,544 | 3,226 | 3,944 | 4,211 | 2,494 | |||||||||
| Weighted average dilutive shares | 262,550 | 256,757 | 256,164 | 209,928 | 208,500 | $ | 258,623 | ||||||||
| NAREIT FFO - basic per share | $ | 0.21 | $ | 0.13 | $ | 0.15 | $ | (0.01) | $ | 0.25 | $ | 0.49 | |||
| NAREIT FFO - diluted per share | $ | 0.21 | $ | 0.13 | $ | 0.15 | $ | (0.01) | $ | 0.24 | $ | 0.49 | |||
| Core FFO - basic per share | $ | 0.23 | $ | 0.15 | $ | 0.25 | $ | 0.40 | $ | 0.29 | $ | 0.64 | |||
| Core FFO - diluted per share | $ | 0.23 | $ | 0.15 | $ | 0.24 | $ | 0.39 | $ | 0.28 | $ | 0.63 | |||
| Adjusted FFO - basic per share | $ | 0.27 | $ | 0.28 | $ | 0.30 | $ | 0.37 | $ | 0.31 | $ | 0.85 | |||
| Adjusted FFO - diluted per share | $ | 0.27 | $ | 0.28 | $ | 0.30 | $ | 0.37 | $ | 0.30 | $ | 0.85 | (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. | ||||||||||||||
| Financial Supplement | Third Quarter 2021 | ||||||||||||||
| --- | --- | ||||||||||||||
| Reconciliation of Net Income (Loss) to EBITDA, NAREIT EBITDAre, and Core EBITDA | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| (In thousands - unaudited) | |||||||||||||||
| Three Months Ended | Trailing Twelve Months Ended | ||||||||||||||
| Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 | Q3 2021 | ||||||||||
| Net income (loss) | $ | 5,308 | $ | (13,399) | $ | (14,236) | $ | (43,992) | $ | 12,374 | $ | (66,319) | |||
| Adjustments: | |||||||||||||||
| Depreciation and amortization | 70,569 | 84,459 | 77,211 | 58,319 | 53,569 | 290,558 | |||||||||
| Interest expense | 25,303 | 26,579 | 25,956 | 21,367 | 23,066 | 99,205 | |||||||||
| Income tax (benefit) expense | (226) | 8,974 | (791) | (9,397) | 819 | (1,440) | |||||||||
| EBITDA | $ | 100,954 | $ | 106,613 | $ | 88,140 | $ | 26,297 | $ | 89,828 | $ | 411,832 | |||
| Adjustments: | |||||||||||||||
| Net (gain) loss on sale of real estate, net of withholding taxes | — | — | — | (676) | 427 | (676) | |||||||||
| Adjustment to reflect share of EBITDAre of partially owned entities | 1,854 | 1,838 | 649 | 432 | 293 | 4,773 | |||||||||
| NAREIT EBITDAre | $ | 102,808 | $ | 108,451 | $ | 88,789 | $ | 26,053 | $ | 90,548 | $ | 416,649 | |||
| Adjustments: | |||||||||||||||
| Acquisition, litigation and other | 6,338 | 3,922 | 20,751 | 26,535 | 5,282 | 57,546 | |||||||||
| Bridge loan commitment fees | — | — | — | 2,438 | — | 2,438 | |||||||||
| Loss (income) from investments in partially owned entities | 490 | 61 | 700 | (4) | 98 | 1,247 | |||||||||
| Asset impairment | 1,784 | 1,528 | — | 1,954 | 2,615 | 5,266 | |||||||||
| Foreign currency exchange loss (gain) | 349 | 140 | (173) | 44,905 | 196 | 45,221 | |||||||||
| Share-based compensation expense | 4,291 | 5,467 | 5,030 | 4,571 | 4,569 | 19,359 | |||||||||
| Loss on debt extinguishment, modifications and termination of derivative instruments | 627 | 925 | 3,499 | 9,194 | — | 14,245 | |||||||||
| (Gain) loss on real estate and other asset disposals | (172) | (317) | (158) | 1,999 | 1,060 | 1,352 | |||||||||
| Reduction in EBITDAre from partially owned entities | (1,854) | (1,838) | (649) | (432) | (293) | (4,773) | |||||||||
| Core EBITDA | $ | 114,661 | $ | 118,339 | $ | 117,789 | $ | 117,213 | $ | 104,075 | $ | 468,002 | |||
| Financial Supplement | Third Quarter 2021 | ||||||||||||||
| --- | --- |
Acquisition, Litigation and Other
Dollars in thousands
This caption represents certain corporate costs that are highly variable from period to period and will be further detailed in our Quarterly Report on Form 10-Q.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| Acquisition, litigation and other | 2021 | 2020 | 2021 | 2020 | ||||
| Acquisition and integration related costs | $ | 6,301 | $ | 4,861 | $ | 22,851 | $ | 8,278 |
| Litigation | 825 | 258 | 942 | 258 | ||||
| Severance costs | 149 | (50) | 2,850 | 1,022 | ||||
| Terminated site operations costs | 6 | (520) | 78 | (520) | ||||
| Cyber incident related costs, net of insurance recoveries | (943) | — | 3,539 | — | ||||
| Other | — | 733 | 751 | 733 | ||||
| Total acquisition, litigation and other | $ | 6,338 | $ | 5,282 | $ | 31,011 | $ | 9,771 |
| Financial Supplement | Third Quarter 2021 | |||||||
| --- | --- | |||||||
| Debt Detail and Maturities | ||||||||
| --- | --- | --- | --- | --- | --- | |||
| (In thousands - unaudited) | ||||||||
| As of September 30, 2021 | ||||||||
| Indebtedness: | Carrying Value | Contractual Interest Rate(3) | Effective Interest Rate(4) | Stated<br><br>Maturity Date(5) | ||||
| Unsecured Debt | ||||||||
| 2020 Senior Unsecured Revolving Credit Facility-1(1)(2)(7)(10) | $ | 43,368 | C+0.85% | 1.91% | 3/2025 | |||
| 2020 Senior Unsecured Revolving Credit Facility-2(1)(2)(9)(11) | 92,296 | S+0.85% | 1.53% | 3/2025 | ||||
| 2020 Senior Unsecured Revolving Credit Facility-3(1)(2) | 170,000 | L+0.85% | 1.56% | 3/2025 | ||||
| 2020 Senior Unsecured Term Loan A Facility Tranche A-1(2)(6) | 125,000 | L+0.95% | 1.41% | 3/2025 | ||||
| 2020 Senior Unsecured Term Loan A Facility Tranche A-2(2)(7) | 197,124 | C+0.95% | 1.51% | 3/2025 | ||||
| Series A notes | 200,000 | 4.68% | 4.77% | 1/2026 | ||||
| Series B notes | 400,000 | 4.86% | 4.92% | 1/2029 | ||||
| Series C notes | 350,000 | 4.10% | 4.15% | 1/2030 | ||||
| Series D notes(8) | 463,200 | 1.62% | 1.67% | 1/2031 | ||||
| Series E notes(8) | 405,300 | 1.65% | 1.70% | 1/2033 | ||||
| Total Unsecured Debt | 2,446,288 | 2.63% | 2.78% | 7.2 years | ||||
| 2013 Mortgage Loans (15 cross-collateralized warehouses) | ||||||||
| Senior Note | 169,415 | 3.81% | 4.14% | 5/2023 | ||||
| Mezzanine A | 70,000 | 7.38% | 7.55% | 5/2023 | ||||
| Mezzanine B | 32,000 | 11.50% | 11.75% | 5/2023 | ||||
| Total 2013 Mortgage Loans | 271,415 | 5.64% | 5.92% | 1.6 years | ||||
| Total Real Estate Debt | $ | 2,717,703 | 2.93% | 3.09% | 6.7 years | |||
| Sale-leaseback financing obligations | 182,979 | 10.97% | ||||||
| Financing lease obligations | 98,135 | 3.75% | ||||||
| Total Debt Outstanding | $ | 2,998,817 | 3.45% | |||||
| Less: unamortized deferred financing costs | (11,446) | |||||||
| Total Book Value of Debt | $ | 2,987,371 | ||||||
| Rate Type | % of Total | |||||||
| Fixed | $ | 2,371,029 | 79% | |||||
| Variable | 627,788 | 21% | ||||||
| Total Debt Outstanding | $ | 2,998,817 | 100% | |||||
| Debt Type | % of Total | |||||||
| Unsecured | $ | 2,446,288 | 82% | |||||
| Secured | 552,529 | 18% | ||||||
| Total Debt Outstanding | $ | 2,998,817 | 100% |
(1)Revolver maturity assumes two six-month extension options. The borrowing capacity as of September 30, 2021 is $1 billion less $22.3 million of outstanding letters of credit. The effective interest rate shown represents deferred financing fees allocated over the $1 billion committed.
(2)L = one-month LIBOR; C = one-month CDOR; G = one-month GBP LIBOR; S = Sterling Overnight Interbank Average Rate.
(3)Interest rates as of September 30, 2021. At September 30, 2021, the one-month LIBOR rate on our Senior Unsecured Term Loan Tranche A-1 was 0.08%. At September 30, 2021, the one-month CDOR rate on our Senior Unsecured Term Loan Tranche A-2 was 0.43%. At September 30, 2021, the Sterling Overnight Interbank Average Rate on our 2020 Senior Unsecured Revolving Credit Facility-2 was 0.05%. Subtotals of stated contractual interest rates represent weighted average interest rates. Rates for sale-leasebacks and financing lease obligations represent weighted average interest rates.
(4)The effective interest rates presented include the amortization of loan costs. Subtotals of stated effective interest rates represent weighted average interest rates.
(5)Subtotals of stated maturity dates represent remaining weighted average life of the debt.
(6)On January 29, 2021, the Company repaid $200 million USD of the Term Loan A Facility Tranche A-1 using cash on the balance sheet and increased the borrowing capacity of Revolver from $800 million to $1 billion.
(7)Assumes CAD/USD exchange rate of 0.789.
(8)Assumes an EUR/USD exchange rate of 1.158.
(9)Assumes GBP/USD exchange rate of 1.347.
(10)The Senior Unsecured Revolving Credit Facility Draw 1 balance as of September 30, 2021 is CAD $55.0 million. The carrying value in the table above is the US dollar equivalent as of September 30, 2021.
(11)The Senior Unsecured Revolving Credit Facility Draw 2 balance as of September 30, 2021 is GBP $68.5 million. The carrying value in the table above is the US dollar equivalent as of September 30, 2021.
| Financial Supplement | Third Quarter 2021 |
|---|
Operations Overview
| Revenue and Contribution by Segment | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands - unaudited) | ||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
| 2021 | 2020 | 2021 | 2020 | |||||
| Segment revenues: | ||||||||
| Warehouse | $ | 542,047 | $ | 388,024 | $ | 1,531,232 | $ | 1,141,503 |
| Third-party managed | 87,782 | 75,338 | 233,027 | 213,213 | ||||
| Transportation | 78,979 | 34,096 | 234,051 | 104,874 | ||||
| Other | — | — | — | 4,459 | ||||
| Total revenues | 708,808 | 497,458 | 1,998,310 | 1,464,049 | ||||
| Segment contribution: | ||||||||
| Warehouse | 144,992 | 127,756 | 435,552 | 374,661 | ||||
| Third-party managed | 4,551 | 3,393 | 10,626 | 10,461 | ||||
| Transportation | 6,251 | 4,187 | 22,204 | 13,764 | ||||
| Other | (23) | (17) | (82) | 173 | ||||
| Total segment contribution | 155,771 | 135,319 | 468,300 | 399,059 | ||||
| Reconciling items: | ||||||||
| Depreciation and amortization | (70,569) | (53,569) | (232,239) | (157,572) | ||||
| Selling, general and administrative | (45,545) | (35,969) | (133,072) | (105,202) | ||||
| Acquisition, litigation and other | (6,338) | (5,282) | (31,011) | (9,771) | ||||
| Impairment of long-lived assets | (1,784) | (2,615) | (3,312) | (6,282) | ||||
| Gain (loss) from sale of real estate | — | (427) | — | 21,448 | ||||
| Interest expense | (25,303) | (23,066) | (77,838) | (70,114) | ||||
| Loss on debt extinguishment, modifications and termination of derivative instruments | (627) | — | (5,051) | (781) | ||||
| Other, net | (523) | (1,198) | (147) | 232 | ||||
| Income (loss) before income tax (expense) benefit | $ | 5,082 | $ | 13,193 | $ | (14,370) | $ | 71,017 |
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.
| Financial Supplement | Third Quarter 2021 |
|---|
Global Warehouse Economic and Physical Occupancy Trend
| FY | Q1 | Q2 | Q3 | Q4 |
|---|
Note: Dotted lines represent incremental economic occupancy percentage.
We define average economic occupancy as the aggregate number of physically occupied pallets and any additional pallets otherwise contractually committed for a given period, without duplication. We estimate the number of contractually committed pallet positions by taking into account actual pallet commitments specified in each customer’s contract, and subtracting the physical pallet positions.
We define average physical occupancy as the average number of occupied pallets divided by the estimated number of average physical pallet positions in our warehouses for the applicable period. We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.
Historically, providers of temperature-controlled warehouse space have offered storage services to customers on an as-utilized, on-demand basis. We have entered into fixed storage commitments with certain customers which give us, among other things, additional clarity around the expected occupancy of our warehouses. As of September 30, 2021, we had entered into contracts featuring fixed storage commitments or leases with 165 of our customers in our warehouse segment. Customers with fixed storage provisions commit to occupy a certain number of pallets at a designated storage rate for the applicable portion of their contractual term, whether the customer elects to physically store goods in a warehouse or not. As a result, certain pallets in our warehouses may generate storage revenue pursuant to fixed storage commitments despite not being physically occupied. We refer to economic occupancy as the aggregate number of physically occupied pallets and any additional pallets otherwise contractually committed for a given period. To the extent that a customer with a fixed storage provision elects not to utilize all of its committed pallets in a particular warehouse, we have the flexibility to deploy those pallets to facilitate shorter-term customers that desire space on an as-utilized, on demand basis.
| Financial Supplement | Third Quarter 2021 |
|---|
Global Warehouse Portfolio
Unaudited
| Country / Region | # of<br><br>warehouses | Cubic feet<br><br>(in millions) | % of<br>total<br>cubic feet | Pallet<br>positions<br>(in thousands) | Average economic occupancy (1) | Average<br><br>physical<br><br>occupancy (1) | Revenues (2)<br><br>(in millions) | Segment<br><br>contribution<br><br>(NOI) (2)(3)<br><br>(in millions) | Total<br><br>customers (4) | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Warehouse Segment Portfolio (5) | ||||||||||||||
| United States | ||||||||||||||
| East | 38 | 293.4 | 21 | % | 938 | 81 | % | 73 | % | $ | 315.5 | $ | 79.2 | 1,022 |
| Southeast | 60 | 340.2 | 24 | % | 1,083 | 74 | % | 67 | % | 325.1 | 82.8 | 880 | ||
| Central | 51 | 305.8 | 22 | % | 1,299 | 75 | % | 68 | % | 325.7 | 108.8 | 938 | ||
| West | 38 | 234.5 | 17 | % | 986 | 66 | % | 59 | % | 207.5 | 65.7 | 627 | ||
| Canada | 7 | 34.9 | 2 | % | 115 | 82 | % | 82 | % | 30.3 | 11.6 | 104 | ||
| North America Total / Average | 194 | 1,208.8 | 85 | % | 4,421 | 74 | % | 67 | % | $ | 1,204.1 | $ | 348.1 | 2,624 |
| Netherlands | 7 | 36.7 | 3 | % | 123 | 77 | % | 77 | % | 52.1 | 10.7 | 463 | ||
| United Kingdom & Northern Ireland | 6 | 40.1 | 3 | % | 242 | 87 | % | 87 | % | 29.9 | 9.9 | 125 | ||
| Spain | 4 | 15.2 | 1 | % | 53 | 61 | % | 61 | % | 14.0 | 2.7 | 319 | ||
| Portugal | 4 | 11.5 | 1 | % | 53 | 85 | % | 85 | % | 12.9 | 4.0 | 220 | ||
| Ireland | 3 | 9.5 | 1 | % | 35 | 100 | % | 100 | % | 10.3 | 4.0 | 126 | ||
| Austria | 1 | 4.2 | — | % | 42 | 88 | % | 88 | % | 16.4 | 4.5 | 153 | ||
| Poland | 2 | 3.5 | — | % | 14 | 79 | % | 79 | % | 3.4 | 0.2 | 81 | ||
| Europe Total | 27 | 120.7 | 9 | % | 562 | 83 | % | 83 | % | $ | 139.0 | $ | 36.0 | 1,348 |
| Australia | 8 | 50.5 | 4 | % | 157 | 93 | % | 78 | % | 149.7 | 37.4 | 89 | ||
| New Zealand | 7 | 20.4 | 1 | % | 65 | 90 | % | 82 | % | 25.1 | 9.7 | 60 | ||
| Asia-Pacific Total | 15 | 70.9 | 5 | % | 222 | 92 | % | 79 | % | $ | 174.8 | $ | 47.1 | 144 |
| Argentina | 2 | 9.7 | 1 | % | 23 | 67 | % | 67 | % | 5.7 | 1.2 | 47 | ||
| Chile | 1 | 7.6 | 1 | % | 23 | 104 | % | 104 | % | 7.6 | 3.2 | 26 | ||
| South America Total | 3 | 17.3 | 1 | % | 46 | 86 | % | 86 | % | $ | 13.3 | $ | 4.4 | 73 |
| Warehouse Segment Total / Average | 239 | 1,417.7 | 100 | % | 5,250 | 86 | % | 82 | % | $ | 1,531.2 | $ | 435.6 | 4,305 |
| Third-Party Managed Portfolio | ||||||||||||||
| United States | 7 | 38.5 | 88 | % | — | — | — | $ | 215.3 | $ | 7.3 | 4 | ||
| Canada | 1 | 5.3 | 12 | % | — | — | — | 1.9 | 0.4 | 1 | ||||
| North America Total / Average | 8 | 43.8 | 100 | % | — | — | — | $ | 217.2 | $ | 7.7 | 5 | ||
| Asia-Pacific | 1 | — | — | % | — | — | — | 15.8 | 2.9 | 1 | ||||
| Third-Party Managed Total / Average | 9 | 43.8 | 100 | % | — | — | — | $ | 233.0 | $ | 10.6 | 6 | ||
| Portfolio Total / Average | 248 | 1,461.5 | 100 | % | 5,250 | 76 | % | 70 | % | $ | 1,764.2 | $ | 446.2 | 4,305 |
(1)Refer to the preceding section Global Warehouse Economic and Physical Occupancy Trend for our definitions of economic occupancy and physical occupancy.
(2)Nine months ended September 30, 2021.
(3)We use the term “segment contribution (NOI)” to mean a segment’s revenues 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 expenses and gain or loss on sale of real estate). The applicable segment contribution (NOI) from our owned and leased warehouses and our third-party managed warehouses is included in our warehouse segment contribution (NOI) and third-party managed segment contribution (NOI), respectively.
(4)We serve some of our customers in multiple geographic regions and in multiple facilities within geographic regions. As a result, the total number of customers that we serve is less than the total number of customers reflected in the table above that we serve in each geographic region.
(5)As of September 30, 2021, we owned 149 of our U.S. warehouses and 41 of our international warehouses, and we leased 38 of our U.S. warehouses and eleven of our international warehouses. As of September 30, 2021, fifteen of our owned facilities were located on land that we lease pursuant to long-term ground leases.
| Financial Supplement | Third Quarter 2021 |
|---|
_______________________________________________
(1)Retail reflects a broad variety of product types from retail customers.
(2)Packaged foods reflects a broad variety of temperature-controlled meals and foodstuffs.
(3)Distributors reflects a broad variety of product types from distributor customers.
____________________
Note: September 30, 2021 LTM Revenue and NOI pro forma 2020 and 2021 acquisitions.
September 30, 2021 warehouse segment cubic feet includes all 2020 and 2021 acquisitions.
Totals may not foot due to rounding.
| Financial Supplement | Third Quarter 2021 |
|---|
Fixed Commitment and Lease Maturity Schedules
Unaudited
The following table sets forth a summary schedule of the expirations for any defined contracts featuring fixed storage commitments and leases in effect as of September 30, 2021. The information set forth in the table assumes no exercise of extension options under these contracts and leases.
| Contract Expiration Year | Number<br>of<br>Contracts | Annualized<br>Committed Rent<br>& Storage<br>Revenue<br>(in thousands) | % of Total<br><br>Warehouse<br><br>Rent & Storage<br><br>Segment<br><br>Revenue for the<br><br>Twelve Months<br><br>Ended<br><br>September 30, 2021 | Total Warehouse Segment Revenue Generated by Contracts with Fixed Commitments & Leases for the Twelve Months Ended September 30, 2021(1) (in thousands) | Annualized<br>Committed Rent<br>& Storage<br>Revenue at<br>Expiration(2)<br>(in thousands) | ||||
|---|---|---|---|---|---|---|---|---|---|
| Month-to-Month | 39 | $ | 27,457 | 3.1 | % | $ | 128,005 | $ | 27,457 |
| 2021 | 26 | 15,884 | 1.8 | % | 90,751 | 15,900 | |||
| 2022 | 79 | 93,577 | 10.6 | % | 198,772 | 94,047 | |||
| 2023 | 49 | 75,051 | 8.5 | % | 151,078 | 77,919 | |||
| 2024 | 39 | 44,328 | 5.0 | % | 107,931 | 48,094 | |||
| 2025 | 13 | 21,218 | 2.4 | % | 42,018 | 23,113 | |||
| 2026 | 14 | 37,163 | 4.2 | % | 53,873 | 39,694 | |||
| 2027 | 5 | 6,112 | 0.7 | % | 10,672 | 6,584 | |||
| 2028 | 2 | 1,129 | 0.1 | % | 4,576 | 1,133 | |||
| 2029 and thereafter | 9 | 23,862 | 2.7 | % | 100,787 | 28,241 | |||
| Total | 275 | $ | 345,781 | 39.1 | % | $ | 888,463 | $ | 362,182 |
____________________
Note: September 30, 2021 LTM total revenue and rent and storage revenue pro forma 2020 and 2021 acquisitions.
(1)Represents monthly fixed storage commitments and lease rental payments under the relevant expiring defined contract and lease as of September 30, 2021, plus the weighted average monthly warehouse services revenues attributable to these contracts and leases for the last twelve months ended September 30, 2021, multiplied by 12.
(2)Represents annualized monthly revenues from fixed storage commitments and lease rental payments under the defined contracts and relevant expiring leases as of September 30, 2021 based upon the monthly revenues attributable thereto in the last month prior to expiration, multiplied by 12.
| Financial Supplement | Third Quarter 2021 |
|---|
The following table sets forth a summary schedule of the expirations of our facility leased warehouses and other leases pursuant to which we lease space to third parties in our warehouse portfolio, in each case, in place as of September 30, 2021. These leases had a weighted average remaining term of 46 months as of September 30, 2021.
| Lease Expiration Year | No. of<br>Leases<br>Expiring | Annualized<br><br>Rent(1)<br><br>(in thousands) | % of Total<br><br>Warehouse Rent &<br><br>Storage Segment<br><br>Revenue for the<br><br>Twelve Months Ended<br><br>September 30, 2021 | Leased<br>Square<br>Footage<br>(in thousands) | % Leased<br>Square<br>Footage | Annualized<br><br>Rent at<br><br>Expiration(2)<br><br>(in thousands) | ||||
|---|---|---|---|---|---|---|---|---|---|---|
| Month-to-Month | 3 | $ | 771 | 0.1 | % | 22 | 0.7 | % | $ | 771 |
| 2021 | 12 | 1,496 | 0.2 | % | 175 | 5.9 | % | 1,496 | ||
| 2022 | 25 | 8,970 | 1.0 | % | 472 | 15.8 | % | 9,177 | ||
| 2023 | 9 | 5,118 | 0.6 | % | 707 | 23.7 | % | 5,433 | ||
| 2024 | 9 | 3,699 | 0.4 | % | 710 | 23.8 | % | 3,893 | ||
| 2025 | 7 | 4,343 | 0.5 | % | 299 | 10.0 | % | 4,701 | ||
| 2026 and thereafter | 11 | 8,147 | 1.0 | % | 599 | 20.1 | % | 10,325 | ||
| Total | 76 | $ | 32,544 | 3.8 | % | 2,984 | 100 | % | $ | 35,796 |
____________________
Note: September 30, 2021 LTM rent and storage revenue pro forma 2020 and 2021 acquisitions.
(1)Represents monthly rental payments under the relevant leases as of September 30, 2021, multiplied by 12.
(2)Represents monthly rental payments under the relevant leases in the calendar year of expiration, multiplied by 12.
| Financial Supplement | Third Quarter 2021 |
|---|
Maintenance Capital Expenditures, Repair and Maintenance Expenses and
External Growth, Expansion and Development Capital Expenditures
We utilize a strategic and preventative approach to maintenance capital expenditures and repair and maintenance expenses to maintain the high quality and operational efficiency of our warehouses and ensure that our warehouses meet the “mission-critical” role they serve in the cold chain.
Maintenance Capital Expenditures
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| (In thousands, except per cubic foot amounts) | ||||||||||||
| Real estate | $ | 14,497 | $ | 15,896 | $ | 45,398 | $ | 39,425 | ||||
| Personal property | 1,231 | 906 | 4,441 | 3,967 | ||||||||
| Information technology | 3,210 | 732 | 5,318 | 1,864 | ||||||||
| Maintenance capital expenditures (1) | $ | 18,938 | $ | 17,534 | $ | 55,157 | $ | 45,256 | ||||
| Maintenance capital expenditures per cubic foot | $ | 0.013 | $ | 0.016 | $ | 0.038 | $ | 0.041 |
Repair and Maintenance Expenses
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| (In thousands, except per cubic foot amounts) | ||||||||||||
| Real estate | $ | 6,435 | $ | 7,333 | $ | 20,760 | $ | 21,278 | ||||
| Personal property | 15,655 | 7,368 | 40,731 | 22,766 | ||||||||
| Repair and maintenance expenses | $ | 22,090 | $ | 14,701 | $ | 61,491 | $ | 44,044 | ||||
| Repair and maintenance expenses per cubic foot | $ | 0.015 | $ | 0.013 | $ | 0.042 | $ | 0.040 |
External Growth, Expansion and Development Capital Expenditures
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | 2020 | |||||||||
| (In thousands) | ||||||||||||
| Acquisitions, net of cash acquired and adjustments | $ | 400,987 | $ | 108,040 | $ | 616,316 | $ | 423,708 | ||||
| Expansion and development initiatives(1) | 75,960 | 59,806 | 243,072 | 174,585 | ||||||||
| Information technology | 1,682 | 2,189 | 5,255 | 5,169 | ||||||||
| Growth and expansion capital expenditures | $ | 478,629 | $ | 170,035 | $ | 864,643 | $ | 603,462 |
(1) We capitalized interest of $2.7 million and $1.0 million for the three months ended September 30, 2021 and 2020, respectively. During the nine months ended September 30, 2021 and 2020, we capitalized interest of $8.4 million and $2.2 million, respectively. During the three months ended September 30, 2021 and 2020, we capitalized amounts relating to insurance, property taxes, and compensation and travel expense of employees direct and incremental to development of properties of approximately $1.0 million and $0.2 million, respectively, and during each of the nine months ended September 30, 2021 and 2020, we capitalized $2.5 million and , $0.6 million respectively. Additionally, this amount excludes $9.1 million of deferred acquisition maintenance capital expenditures incurred for the nine months ended September 30, 2021.
| Financial Supplement | Third Quarter 2021 |
|---|
Global Warehouse Segment Financial Performance
The following table presents the operating results of our warehouse segment for the three months ended September 30, 2021 and 2020.
| Three Months Ended September 30, | Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 actual | 2021 constant currency(1) | 2020 actual | Actual | Constant currency | |||||||||
| (Dollars in thousands - unaudited) | |||||||||||||
| Rent and storage | $ | 225,234 | $ | 224,210 | $ | 166,355 | 35.4 | % | 34.8 | % | |||
| Warehouse services | 316,813 | 315,105 | 221,669 | 42.9 | % | 42.2 | % | ||||||
| Total warehouse segment revenue | $ | 542,047 | $ | 539,315 | $ | 388,024 | 39.7 | % | 39.0 | % | |||
| Power | 38,931 | 38,774 | 27,145 | 43.4 | % | 42.8 | % | ||||||
| Other facilities costs (2) | 53,050 | 52,533 | 35,752 | 48.4 | % | 46.9 | % | ||||||
| Labor | 245,515 | 244,106 | 166,491 | 47.5 | % | 46.6 | % | ||||||
| Other services costs (3) | 59,559 | 59,447 | 30,880 | 92.9 | % | 92.5 | % | ||||||
| Total warehouse segment cost of operations | $ | 397,055 | $ | 394,860 | $ | 260,268 | 52.6 | % | 51.7 | % | |||
| Warehouse segment contribution (NOI) | $ | 144,992 | $ | 144,455 | $ | 127,756 | 13.5 | % | 13.1 | % | |||
| Warehouse rent and storage contribution (NOI) (4) | $ | 133,253 | $ | 132,903 | $ | 103,458 | 28.8 | % | 28.5 | % | |||
| Warehouse services contribution (NOI) (5) | $ | 11,739 | $ | 11,552 | $ | 24,298 | (51.7) | % | (52.5) | % | |||
| Total warehouse segment margin | 26.7 | % | 26.8 | % | 32.9 | % | -618 bps | -614 bps | |||||
| Rent and storage margin(6) | 59.2 | % | 59.3 | % | 62.2 | % | -303 bps | -291 bps | |||||
| Warehouse services margin(7) | 3.7 | % | 3.7 | % | 11.0 | % | -726 bps | -730 bps |
(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)Includes real estate rent expense of $11.2 million and $3.4 million for the third quarter 2021 and 2020, respectively.
(3)Includes non-real estate rent expense (equipment lease and rentals) of $2.9 million and $2.2 million for the third quarter of 2021 and 2020, respectively.
(4)Calculated as rent and storage revenues less power and other facilities costs.
(5)Calculated as warehouse services revenues less labor and other services costs.
(6)Calculated as warehouse rent and storage contribution (NOI) divided by warehouse rent and storage revenues.
(7)Calculated as warehouse services contribution (NOI) divided by warehouse services revenues.
| Financial Supplement | Third Quarter 2021 |
|---|
The following table presents the operating results of our warehouse segment for the nine months ended September 30, 2021 and 2020.
| Nine Months Ended September 30, | Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 actual | 2021 constant currency(1) | 2020 actual | Actual | Constant currency | |||||||||
| (Dollars in thousands) | |||||||||||||
| Rent and storage | $ | 642,787 | $ | 633,774 | $ | 492,328 | 30.6 | % | 28.7 | % | |||
| Warehouse services | 888,445 | 869,710 | 649,175 | 36.9 | % | 34.0 | % | ||||||
| Total warehouse segment revenues | 1,531,232 | 1,503,484 | 1,141,503 | 34.1 | % | 31.7 | % | ||||||
| Power | 97,315 | 96,098 | 68,918 | 41.2 | % | 39.4 | % | ||||||
| Other facilities costs (2) | 155,143 | 152,699 | 102,499 | 51.4 | % | 49.0 | % | ||||||
| Labor | 684,475 | 669,918 | 502,087 | 36.3 | % | 33.4 | % | ||||||
| Other services costs (3) | 158,747 | 156,781 | 93,338 | 70.1 | % | 68.0 | % | ||||||
| Total warehouse segment cost of operations | $ | 1,095,680 | $ | 1,075,496 | $ | 766,842 | 42.9 | % | 40.3 | % | |||
| Warehouse segment contribution (NOI) | $ | 435,552 | $ | 427,988 | $ | 374,661 | 16.3 | % | 14.2 | % | |||
| Warehouse rent and storage contribution (NOI) (4) | $ | 390,329 | $ | 384,977 | $ | 320,911 | 21.6 | % | 20.0 | % | |||
| Warehouse services contribution (NOI) (5) | $ | 45,223 | $ | 43,011 | $ | 53,750 | (15.9) | % | (20.0) | % | |||
| Total warehouse segment margin | 28.4 | % | 28.5 | % | 32.8 | % | -438 bps | -436 bps | |||||
| Rent and storage margin(6) | 60.7 | % | 60.7 | % | 65.2 | % | -446 bps | -444 bps | |||||
| Warehouse services margin(7) | 5.1 | % | 4.9 | % | 8.3 | % | -319 bps | -333 bps |
(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)Includes real estate rent expense of $30.7 million and $9.2 million, on an actual basis, for the nine months ended September 30, 2021 and 2020, respectively.
(3)Includes non-real estate rent expense (equipment lease and rentals) of $8.7 million and $7.5 million, on an actual basis, for the nine months ended September 30, 2021 and 2020, respectively.
(4)Calculated as rent and storage revenues less power and other facilities costs.
(5)Calculated as warehouse services revenues less labor and other services costs.
(6)Calculated as warehouse rent and storage contribution (NOI) divided by warehouse rent and storage revenues.
(7)Calculated as warehouse services contribution (NOI) divided by warehouse services revenues.
| Financial Supplement | Third Quarter 2021 |
|---|
Same-store Financial Performance - 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 September 30, 2021 and 2020.
| Three Months Ended September 30, | Change | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 actual | 2021 constant currency(1) | 2020 actual | Actual | Constant currency | ||||||||||||
| Number of same store warehouses | 162 | 162 | n/a | n/a | ||||||||||||
| Same store revenues: | (Dollars in thousands - unaudited) | |||||||||||||||
| Rent and storage | $ | 157,233 | $ | 157,108 | $ | 154,926 | 1.5 | % | 1.4 | % | ||||||
| Warehouse services | 216,351 | 215,316 | 210,309 | 2.9 | % | 2.4 | % | |||||||||
| Total same store revenues | $ | 373,584 | $ | 372,424 | $ | 365,235 | 2.3 | % | 2.0 | % | ||||||
| Same store cost of operations: | ||||||||||||||||
| Power | 25,676 | 25,721 | 25,497 | 0.7 | % | 0.9 | % | |||||||||
| Other facilities costs | 31,743 | 31,700 | 32,859 | (3.4) | % | (3.5) | % | |||||||||
| Labor | 168,426 | 167,673 | 155,114 | 8.6 | % | 8.1 | % | |||||||||
| Other services costs | 30,530 | 30,531 | 28,237 | 8.1 | % | 8.1 | % | |||||||||
| Total same store cost of operations | $ | 256,375 | $ | 255,625 | $ | 241,707 | 6.1 | % | 5.8 | % | ||||||
| Same store contribution (NOI) | $ | 117,209 | $ | 116,799 | $ | 123,528 | (5.1) | % | (5.4) | % | ||||||
| Same store rent and storage contribution (NOI)(2) | $ | 99,814 | $ | 99,687 | $ | 96,570 | 3.4 | % | 3.2 | % | ||||||
| Same store services contribution (NOI)(3) | $ | 17,395 | $ | 17,112 | $ | 26,958 | (35.5) | % | (36.5) | % | ||||||
| Total same store margin | 31.4 | % | 31.4 | % | 33.8 | % | -245 bps | -246 bps | ||||||||
| Same store rent and storage margin(4) | 63.5 | % | 63.5 | % | 62.3 | % | 115 bps | 112 bps | ||||||||
| Same store services margin(5) | 8.0 | % | 7.9 | % | 12.8 | % | -478 bps | -487 bps | ||||||||
| Number of non-same store warehouses(6) | 77 | 13 | n/a | n/a | ||||||||||||
| Non-same store revenues: | ||||||||||||||||
| Rent and storage | $ | 68,001 | $ | 67,102 | $ | 11,429 | 495.0 | % | 487.1 | % | ||||||
| Warehouse services | 100,462 | 99,789 | 11,360 | 784.3 | % | 778.4 | % | |||||||||
| Total non-same store revenues | $ | 168,463 | $ | 166,891 | $ | 22,789 | 639.2 | % | 632.3 | % | ||||||
| Non-same store cost of operations: | ||||||||||||||||
| Power | 13,255 | 13,053 | 1,648 | 704.3 | % | 692.1 | % | |||||||||
| Other facilities costs | 21,307 | 20,833 | 2,893 | 636.5 | % | 620.1 | % | |||||||||
| Labor | 77,089 | 76,433 | 11,377 | 577.6 | % | 571.8 | % | |||||||||
| Other services costs | 29,029 | 28,916 | 2,643 | 998.3 | % | 994.1 | % | |||||||||
| Total non-same store cost of operations | $ | 140,680 | $ | 139,235 | $ | 18,561 | 657.9 | % | 650.1 | % | ||||||
| Non-same store contribution (NOI) | $ | 27,783 | $ | 27,656 | $ | 4,228 | 557.1 | % | 554.1 | % | ||||||
| Non-same store rent and storage contribution (NOI)(2) | $ | 33,439 | $ | 33,216 | $ | 6,888 | 385.5 | % | 382.2 | % | ||||||
| Non-same store services contribution (NOI)(3) | $ | (5,656) | $ | (5,560) | $ | (2,660) | (112.6) | % | (109.0) | % | ||||||
| Total warehouse segment revenues | $ | 542,047 | $ | 539,315 | $ | 388,024 | 39.7 | % | 39.0 | % | ||||||
| Total warehouse cost of operations | $ | 397,055 | $ | 394,860 | $ | 260,268 | 52.6 | % | 51.7 | % | ||||||
| Total warehouse segment contribution | $ | 144,992 | $ | 144,455 | $ | 127,756 | 13.5 | % | 13.1 | % | (1) | The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis is the effect of changes in foreign currency exchange rates relative to the comparable prior period. | ||||
| --- | --- | |||||||||||||||
| (2) | Calculated as rent and storage revenues less power and other facilities costs. | |||||||||||||||
| (3) | Calculated as warehouse services revenues less labor and other services costs. | |||||||||||||||
| (4) | Calculated as same store rent and storage contribution (NOI) divided by same store rent and storage revenues. | |||||||||||||||
| (5) | Calculated as same store warehouse services contribution (NOI) divided by same store warehouse services revenues. | |||||||||||||||
| (6) | Non-same store warehouse count of 77 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four warehouses acquired through the Liberty Freezers 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 ten legacy facilities. During the third quarter of 2021, a leased facility from the Liberty Freezers acquisition was exited upon expiration of the lease. The results of these acquisitions are reflected in the results above since date of ownership. | |||||||||||||||
| Financial Supplement | Third Quarter 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 nine months ended September 30, 2021 and 2020.
| Nine Months Ended September 30, | Change | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 actual | 2021 constant currency(1) | 2020 actual | Actual | Constant currency | ||||||||||||
| Number of same store warehouses | 162 | 162 | n/a | n/a | ||||||||||||
| Same store revenues: | (Dollars in thousands) | |||||||||||||||
| Rent and storage | $ | 457,384 | $ | 453,945 | $ | 460,623 | (0.7) | % | (1.4) | % | ||||||
| Warehouse services | 631,694 | 619,336 | 619,002 | 2.1 | % | 0.1 | % | |||||||||
| Total same store revenues | 1,089,078 | 1,073,281 | 1,079,625 | 0.9 | % | (0.6) | % | |||||||||
| Same store cost of operations: | ||||||||||||||||
| Power | 65,287 | 65,068 | 64,742 | 0.8 | % | 0.5 | % | |||||||||
| Other facilities costs | 97,735 | 96,917 | 94,818 | 3.1 | % | 2.2 | % | |||||||||
| Labor | 488,382 | 478,435 | 468,955 | 4.1 | % | 2.0 | % | |||||||||
| Other services costs | 85,747 | 85,374 | 85,435 | 0.4 | % | (0.1) | % | |||||||||
| Total same store cost of operations | $ | 737,151 | $ | 725,794 | $ | 713,950 | 3.2 | % | 1.7 | % | ||||||
| Same store contribution (NOI) | $ | 351,927 | $ | 347,487 | $ | 365,675 | (3.8) | % | (5.0) | % | ||||||
| Same store rent and storage contribution (NOI)(2) | $ | 294,362 | $ | 291,960 | $ | 301,063 | (2.2) | % | (3.0) | % | ||||||
| Same store services contribution (NOI)(3) | $ | 57,565 | $ | 55,527 | $ | 64,612 | (10.9) | % | (14.1) | % | ||||||
| Total same store margin | 32.3 | % | 32.4 | % | 33.9 | % | -156 bps | -149 bps | ||||||||
| Same store rent and storage margin(4) | 64.4 | % | 64.3 | % | 65.4 | % | -100 bps | -104 bps | ||||||||
| Same store services margin(5) | 9.1 | % | 9.0 | % | 10.4 | % | -133 bps | -147 bps | ||||||||
| Number of non-same store warehouses(6) | 77 | 13 | n/a | n/a | ||||||||||||
| Non-same store revenues: | ||||||||||||||||
| Rent and storage | $ | 185,403 | $ | 179,829 | $ | 31,705 | 484.8 | % | 467.2 | % | ||||||
| Warehouse services | 256,751 | 250,373 | 30,173 | 750.9 | % | 729.8 | % | |||||||||
| Total non-same store revenues | 442,154 | 430,202 | 61,878 | 614.6 | % | 595.2 | % | |||||||||
| Non-same store cost of operations: | ||||||||||||||||
| Power | 32,028 | 31,030 | 4,176 | 667.0 | % | 643.1 | % | |||||||||
| Other facilities costs | 57,408 | 55,782 | 7,681 | 647.4 | % | 626.2 | % | |||||||||
| Labor | 196,092 | 191,483 | 33,132 | 491.9 | % | 477.9 | % | |||||||||
| Other services costs | 73,000 | 71,407 | 7,904 | 823.6 | % | 803.4 | % | |||||||||
| Total non-same store cost of operations | $ | 358,528 | $ | 349,702 | $ | 52,893 | 577.8 | % | 561.1 | % | ||||||
| Non-same store contribution (NOI) | $ | 83,626 | $ | 80,500 | $ | 8,985 | 830.7 | % | 795.9 | % | ||||||
| Non-same store rent and storage contribution (NOI)(2) | $ | 95,967 | $ | 93,017 | $ | 19,848 | 383.5 | % | 368.6 | % | ||||||
| Non-same store services contribution (NOI)(3) | $ | (12,341) | $ | (12,517) | $ | (10,863) | (13.6) | % | (15.2) | % | ||||||
| Total warehouse segment revenues | $ | 1,531,232 | $ | 1,503,484 | $ | 1,141,503 | 34.1 | % | 31.7 | % | ||||||
| Total warehouse cost of operations | $ | 1,095,680 | $ | 1,075,496 | $ | 766,842 | 42.9 | % | 40.3 | % | ||||||
| Total warehouse segment contribution | $ | 435,552 | $ | 427,988 | $ | 374,661 | 16.3 | % | 14.2 | % | (1) | The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis is the effect of changes in foreign currency exchange rates relative to the comparable prior period. | ||||
| --- | --- | |||||||||||||||
| (2) | Calculated as rent and storage revenues less power and other facilities costs. | |||||||||||||||
| (3) | Calculated as warehouse services revenues less labor and other services costs. | |||||||||||||||
| (4) | Calculated as same store rent and storage contribution (NOI) divided by same store rent and storage revenues. | |||||||||||||||
| (5) | Calculated as same store warehouse services contribution (NOI) divided by same store warehouse services revenues. | |||||||||||||||
| (6) | Non-same store warehouse count of 77 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four warehouses acquired through the Liberty Freezers 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 ten legacy facilities. During the third quarter of 2021, a leased facility from the Liberty Freezers acquisition was exited upon expiration of the lease. The results of these acquisitions are reflected in the results above since date of ownership. | |||||||||||||||
| Financial Supplement | Third Quarter 2021 | |||||||||||||||
| --- | --- |
Same-store Key Operating Metrics
The following table provides certain operating metrics to explain the drivers of our same store performance for the three months ended September 30, 2021 and 2020.
| Three Months Ended September 30, | Change | |||||||
|---|---|---|---|---|---|---|---|---|
| Units in thousands except per pallet and site data - unaudited | 2021 | 2020 | ||||||
| Number of same store warehouses | 162 | 162 | n/a | |||||
| Same store rent and storage: | ||||||||
| Economic occupancy(1) | ||||||||
| Average economic occupied pallets | 2,878 | 2,942 | (2.2) | % | ||||
| Economic occupancy percentage | 76.5 | % | 78.3 | % | -179 bps | |||
| Same store rent and storage revenues per economic occupied pallet | $ | 54.62 | $ | 52.66 | 3.7 | % | ||
| Constant currency same store rent and storage revenue per economic occupied pallet | $ | 54.58 | $ | 52.66 | 3.7 | % | ||
| Physical occupancy(2) | ||||||||
| Average physical occupied pallets | 2,553 | 2,661 | (4.1) | % | ||||
| Average physical pallet positions | 3,760 | 3,756 | 0.1 | % | ||||
| Physical occupancy percentage | 67.9 | % | 70.8 | % | -295 bps | |||
| Same store rent and storage revenues per physical occupied pallet | $ | 61.59 | $ | 58.23 | 5.8 | % | ||
| Constant currency same store rent and storage revenues per physical occupied pallet | $ | 61.54 | $ | 58.23 | 5.7 | % | ||
| Same store warehouse services: | ||||||||
| Throughput pallets | 7,328 | 7,467 | (1.9) | % | ||||
| Same store warehouse services revenues per throughput pallet | $ | 29.52 | $ | 28.16 | 4.8 | % | ||
| Constant currency same store warehouse services revenues per throughput pallet | $ | 29.38 | $ | 28.16 | 4.3 | % | ||
| Number of non-same store warehouses(3) | 77 | 13 | n/a | |||||
| Non-same store rent and storage: | ||||||||
| Economic occupancy(1) | ||||||||
| Average economic occupied pallets | 1,182 | 202 | 485.5 | % | ||||
| Economic occupancy percentage | 74.3 | % | 63.5 | % | 1086 bps | |||
| Physical occupancy(2) | ||||||||
| Average physical occupied pallets | 1,156 | 188 | 515.0 | % | ||||
| Average physical pallet positions | 1,591 | 318 | 399.9 | % | ||||
| Physical occupancy percentage | 72.7 | % | 59.1 | % | 1360 bps | |||
| Non-same store warehouse services: | ||||||||
| Throughput pallets | 2,814 | 451 | 523.9 | % |
(1)We define average economic occupancy as the aggregate number of physically occupied pallets and any additional pallets otherwise contractually committed for a given period, without duplication. We estimate the number of contractually committed pallet positions by taking into account actual pallet commitments specified in each customer’s contract, and subtracting the physical pallet positions.
(2)We define average physical occupancy as the average number of occupied pallets divided by the estimated number of average physical pallet positions in our warehouses for the applicable period. We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.
(3)Non-same store warehouse count of 77 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four warehouses acquired through the Liberty Freezers 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 ten legacy facilities. During the third quarter of 2021, a leased facility from the Liberty Freezers acquisition was exited upon expiration of the lease. The results of these acquisitions are reflected in the results above since date of ownership.
| Financial Supplement | Third Quarter 2021 |
|---|
The following table provides certain operating metrics to explain the drivers of our same store performance for the nine months ended September 30, 2021 and 2020.
| Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| Units in thousands except per pallet and site number data - unaudited | 2021 | 2020 | Change | |||||
| Number of same store sites | 162 | 162 | n/a | |||||
| Same store rent and storage: | ||||||||
| Economic occupancy(1) | ||||||||
| Average occupied economic pallets | 2,865 | 3,003 | (4.6) | % | ||||
| Economic occupancy percentage | 76.2 | % | 80.1 | % | -393 bps | |||
| Same store rent and storage revenues per economic occupied pallet | $ | 159.64 | $ | 153.38 | 4.1 | % | ||
| Constant currency same store rent and storage revenues per economic occupied pallet | $ | 158.44 | $ | 153.38 | 3.3 | % | ||
| Physical occupancy(2) | ||||||||
| Average physical occupied pallets | 2,543 | 2,753 | (7.6) | % | ||||
| Average physical pallet positions | 3,762 | 3,750 | 0.3 | % | ||||
| Physical occupancy percentage | 67.6 | % | 73.4 | % | -582 bps | |||
| Same store rent and storage revenues per physical occupied pallet | $ | 179.85 | $ | 167.31 | 7.5 | % | ||
| Constant currency same store rent and storage revenues per physical occupied pallet | $ | 178.50 | $ | 167.31 | 6.7 | % | ||
| Same store warehouse services: | ||||||||
| Throughput pallets (in thousands) | 21,805 | 22,547 | (3.3) | % | ||||
| Same store warehouse services revenues per throughput pallet | $ | 28.97 | $ | 27.45 | 5.5 | % | ||
| Constant currency same store warehouse services revenues per throughput pallet | $ | 28.40 | $ | 27.45 | 3.5 | % | ||
| Number of non-same store sites(3) | 77 | 13 | n/a | |||||
| Non-same store rent and storage: | ||||||||
| Economic occupancy(1) | ||||||||
| Average economic occupied pallets | 1,129 | 185 | 509.0 | % | ||||
| Economic occupancy percentage | 75.9 | % | 63.3 | % | 1260 bps | |||
| Physical occupancy(2) | ||||||||
| Average physical occupied pallets | 1,105 | 176 | 525.9 | % | ||||
| Average physical pallet positions | 1,488 | 293 | 407.9 | % | ||||
| Physical occupancy percentage | 74.2 | % | 60.2 | % | 1400 bps | |||
| Non-same store warehouse services: | ||||||||
| Throughput pallets (in thousands) | 7,786 | 1,286 | 505.3 | % |
(1)We define average economic occupancy as the aggregate number of physically occupied pallets and any additional pallets otherwise contractually committed for a given period, without duplication. We estimate the number of contractually committed pallet positions by taking into account actual pallet commitments specified in each customer’s contract, and subtracting the physical pallet positions.
(2)We define average physical occupancy as the average number of occupied pallets divided by the estimated number of average physical pallet positions in our warehouses for the applicable period. We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.
(3)Non-same store warehouse count of 77 includes one recently leased warehouse in Australia, one warehouse acquired through the Newark Facility Management acquisition on September 1, 2021, two facilities acquired through the ColdCo acquisition on August 2, 2021, one warehouse acquired through the Bowman stores acquisition on May 28, 2021, two warehouses acquired through the KMT Brrr! acquisition on May 5, 2021, four warehouses acquired through the Liberty Freezers 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 ten legacy facilities. During the third quarter of 2021, a leased facility from the Liberty Freezers acquisition was exited upon expiration of the lease. The results of these acquisitions are reflected in the results above since date of ownership.
| Financial Supplement | Third Quarter 2021 |
|---|
Same-store Historical Performance Trend
The following table reflects the actual results of our current same store pool, in USD, for the respective periods.
| Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 | Q2 20 | Q1 20 | |
|---|---|---|---|---|---|---|---|
| Number of same store warehouses | 162 | 162 | 162 | 162 | 162 | 162 | 162 |
| Same store revenues: | |||||||
| Rent and storage | 157,233 | 150,984 | 149,166 | 156,134 | 154,926 | 152,893 | 152,805 |
| Warehouse services | 216,351 | 209,258 | 206,085 | 214,393 | 210,309 | 199,832 | 208,861 |
| Total same store revenues | 373,584 | 360,242 | 355,251 | 370,527 | 365,235 | 352,725 | 361,666 |
| Same store cost of operations: | |||||||
| Power | 25,676 | 21,754 | 17,857 | 19,639 | 25,497 | 20,816 | 18,428 |
| Other facilities costs | 31,743 | 33,043 | 32,939 | 30,029 | 32,859 | 32,132 | 29,827 |
| Labor | 168,426 | 161,052 | 158,905 | 156,864 | 155,114 | 154,934 | 158,907 |
| Other services costs | 30,530 | 28,109 | 27,108 | 26,690 | 28,237 | 27,622 | 29,575 |
| Total same store cost of operations | 256,375 | 243,958 | 236,809 | 233,222 | 241,707 | 235,504 | 236,737 |
| Same store contribution (NOI) | 117,209 | 116,284 | 118,442 | 137,305 | 123,528 | 117,221 | 124,929 |
| Same store rent and storage contribution (NOI)(1) | 99,814 | 96,187 | 98,370 | 106,466 | 96,570 | 99,945 | 104,550 |
| Same store services contribution (NOI)(2) | 17,395 | 20,097 | 20,072 | 30,839 | 26,958 | 17,276 | 20,379 |
| Total same store margin | 31.4 | 32.3 | 33.3 | 37.1 | 33.8 | 33.2 | 34.5 |
| Same store rent and storage margin(3) | 63.5 | 63.7 | 65.9 | 68.2 | 62.3 | 65.4 | 68.4 |
| Same store services margin(4) | 8.0 | 9.6 | 9.7 | 14.4 | 12.8 | 8.6 | 9.8 |
| Same store rent and storage: | |||||||
| Economic occupancy | |||||||
| Average economic occupied pallets | 2,878 | 2,830 | 2,887 | 3,036 | 2,942 | 2,971 | 3,094 |
| Economic occupancy percentage | 76.5 | 75.2 | 76.7 | 80.7 | 78.3 | 79.2 | 82.6 |
| Same store rent and storage revenues per economic occupied pallet | 54.62 | 53.35 | 51.67 | 51.43 | 52.66 | 51.46 | 49.39 |
| Physical occupancy | |||||||
| Average physical occupied pallets | 2,553 | 2,515 | 2,562 | 2,759 | 2,661 | 2,705 | 2,893 |
| Average physical pallet positions | 3,760 | 3,763 | 3,764 | 3,763 | 3,756 | 3,750 | 3,745 |
| Physical occupancy percentage | 67.9 | 66.8 | 68.1 | 73.3 | 70.8 | 72.1 | 77.3 |
| Same store rent and storage revenues per physical occupied pallet | 61.59 | 60.03 | 58.23 | 56.59 | 58.23 | 56.52 | 52.81 |
| Same store warehouse services: | |||||||
| Throughput pallets | 7,328 | 7,351 | 7,125 | 7,453 | 7,467 | 7,333 | 7,747 |
| Same store warehouse services revenues per throughput pallet | 29.52 | 28.47 | 28.92 | 28.77 | 28.17 | 27.25 | 26.96 |
| Actual FX rates for the period | |||||||
| 1 ARS = | 0.010 | 0.011 | 0.011 | 0.013 | 0.014 | 0.015 | 0.016 |
| 1 AUS = | 0.735 | 0.769 | 0.773 | 0.731 | 0.715 | 0.668 | 0.657 |
| 1 BRL = | 0.191 | 0.191 | 0.183 | 0.185 | 0.186 | 0.186 | 0.208 |
| 1 CAD = | 0.794 | 0.811 | 0.790 | 0.767 | 0.751 | 0.726 | 0.744 |
| 1 CLP = | 0.001 | 0.001 | 0.001 | n/a | n/a | n/a | n/a |
| 1 EUR = | 1.179 | 1.208 | 1.205 | n/a | n/a | n/a | n/a |
| 1 GBP = | 1.378 | 1.394 | 1.379 | n/a | n/a | n/a | n/a |
| 1 NZD = | 0.701 | 0.716 | 0.719 | 0.687 | 0.662 | 0.626 | 0.634 |
| 1 PLN = | 0.258 | 0.267 | 0.265 | n/a | n/a | n/a | n/a |
All values are in US Dollars.
(1)Calculated as rent and storage revenues less power and other facilities costs.
(2)Calculated as warehouse services revenues less labor and other services costs.
(3)Calculated as warehouse rent and storage contribution (NOI) divided by warehouse rent and storage revenues.
(4)Calculated as warehouse services contribution (NOI) divided by warehouse services revenues.
| Financial Supplement | Third Quarter 2021 |
|---|
External Growth and Capital Deployment
| Recently Completed Expansion and Development Projects | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Facility | Opportunity Type | Facility Type<br> (A = Automated)<br> (C = Conventional) | Tenant Opportunity | Cubic Feet<br>(in millions) | Pallet Positions<br>(in thousands) | Estimated Total Cost<br><br>(in millions)(1) | NOI ROIC | Completion Date | Expected Full Stabilized Quarter |
| Rochelle, IL(2) | Expansion | Distribution (A) | Multi-tenant | 15.7 | 54 | $106.7 | 7-9% | Q2 2019 | Q4 2022 |
| Chesapeake, VA | Expansion | Public (C) | Multi-tenant | 4.5 | 12 | $26.2 | 10-12% | Q4 2019 | Q1 2021 |
| N. Little Rock, AR | Expansion | Public(C) | Multi-tenant | 3.2 | 12 | $19.2 | 10-12% | Q4 2019 | Q1 2021 |
| Columbus, OH | Expansion | Public (C) | Multi-tenant | 1.5 | 5 | $7.0 | 14-15% | Q1 2020 | Q2 2021 |
| Savannah, GA(3) | Development | Distribution (C) | Multi-tenant | 14.8 | 37 | $69.5 | 7-9% | Q2 2020 | Q3 2021 |
| Atlanta, GA(4) | Expansion /Redevelopment | Distribution (A) | Multi-tenant | 18.3 | 60 | $130.0 | 10-15% | Q2 2021 | Q1 2023 |
| Auckland, New Zealand | Expansion | Distribution (C) | Multi-tenant | 4.6 | 27 | NZ$64.0 | 12-14% | Q2 2021 | Q3 2022 |
| Lurgan, Northern Ireland | Expansion | Distribution (C) | Multi-tenant | 0.7 | 4 | £6.6 | 10-12% | Q2 2021 | Q3 2022 |
| Calgary, Canada | Expansion | Distribution (C) | Multi-tenant | 2.0 | 7 | C$13.2 | 10-12% | Q3 2021 | Q1 2023 |
(1)Cost to date through September 30, 2021, projects are substantially complete. Additional spending may be incurred for residual cost and retainage.
(2)Cost updated to reflect an additional $10 - $11 million of costs expected to be incurred over the next 12 months.
(3)Cost includes $15.9 million of development land as part of the PortFresh Holdings, LLC acquisition completed during January 2019. Given the broad market dynamics affecting our entire portfolio, we are now expecting this facility to generate a revised yield in 2022 of 7 to 9%.
(4)Site operational Q2 2021 and estimated total cost includes construction holdbacks and progress payments for automation which are expected to be paid within the next 12 months.
| Expansion and Development Projects In Process and Announced | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Facility Type<br> (A = Automated)<br> (C = Conventional) | Under<br>Construction | Investment in Expansion / Development<br>(in millions) | Expected<br>Stabilized<br>NOI ROIC | Target<br>Complete<br>Date | Expected Full Stabilized Quarter | ||||||||||
| Facility | Opportunity Type | Tenant Opportunity | Cubic Feet<br><br>(millions) (1) | Pallet<br><br>Positions<br><br>(thousands) (1) | Cost (2) | Estimate to<br>Complete | Total Estimated<br>Cost | ||||||||
| Dunkirk, NY | Development | Production Advantaged (C) | Build-to-suit | 7.0 | 25 | $12.0 | $29- $33 | $41 - $45 | 10-12% | Q2 2022 | Q3 2023 | ||||
| Plainville, CT | Development | Distribution (A) | Build-to-suit | 12.1 | 31 | $122.2 | $38.8-$51.8 | $161-$174 | 10-12% | Q3 2022 | Q4 2023 | ||||
| Lancaster, PA | Development | Distribution (A) | Build-to-suit | 11.4 | 28 | $114.4 | $36.6-$49.6 | $151-$164 | 10-12% | Q3 2022 | Q4 2023 | ||||
| Dublin, Ireland | Development | Distribution (C) | Multi-tenant | 6.3 | 20 | €9.9 | €17.6 - €19.6 | €27.5 - €29.5 | 10-12% | Q3 2022 | Q4 2023 | ||||
| Russellville, AR | Expansion | Production Advantaged (A) | Build-to-suit | 13.0 | 42 | $45.1 | $35.9-$41.9 | $81-$87 | 10-12% | Q4 2022 | Q1 2024 | ||||
| Atlanta 2, GA | Expansion | Distribution (A) | Multi-tenant | 6.3 | 24 | $14.1 | $21 - $24 | $35 - $38 | 10-12% | Q2 2023 | Q1 2025 | ||||
| Spearwood, Australia | Expansion | Distribution (A) | Multi-tenant | 3.3 | 20 | A$4 | A$56-A$60 | A$60-A$64 | 10-12% | Q2 2023 | Q1 2025 |
(1)Cubic feet and pallet positions are estimates while the facilities are under construction.
(2)Cost as of September 30, 2021.
| Financial Supplement | Third Quarter 2021 | | --- | --- || Recent Acquisitions | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Facility | Metropolitan Area | No. of Facilities | Cubic Feet<br>(in millions) | Pallet<br>Positions<br>(in thousands) | Acquisition Price (in millions) | Net Entry NOI Yield (1) | | Expected Three Year Stabilized<br>NOI ROIC | Date Purchased | Expected Full Stabilized Quarter | | AM-C Warehouses | DFW, TX | 2 | 13.8 | 45 | $85.0 | 7.4 | % | 8-10% | 8/31/2020 | Q4 2023 | | Caspers Cold Storage | Tampa, FL | 1 | 3.2 | 12 | $25.5 | — | % | 9-10% | 8/31/2020 | Q4 2023 | | Halls Warehouse Corp(2) | New Jersey | 8 | 58.0 | 200 | $480.0 | 6.3 | % | 7-8% | 11/2/2020 | Q1 2024 | | Agro Merchants Group (2)(3)(4) | US, Europe, South America, Australia | 46 | 236.0 | 853 | $1,699.0 | 6.5 | % | 7.5-8.5% | 12/30/2020 | Q1 2026 | | Liberty Freezers | Canada | 4 | 10.4 | 42 | $57.8 | 7.0 | % | 8-9% | 3/1/2021 | Q2 2024 | | KMT Brrr!(2) | New Jersey | 2 | 12.6 | 39 | $71.1 | 9.0 | % | 10.0-10.5% | 5/5/2021 | Q3 2024 | | Bowman Stores | England | 1 | 9.5 | 23 | £74.1 | 6.8 | % | 7.5-8.5% | 5/28/2021 | Q3 2024 | | ColdCo Logistics(5) | St. Louis | 2 | 2.8 | 12 | $20.5 | 10.7 | % | 12-13% | 8/2/2021 | Q4 2024 | | Newark Facility Management(6) | New Jersey | 1 | 11.5 | 17 | $376.5 | 6.1 | % | 6.5-7.5% | 9/1/2021 | Q4 2024 | | Lago Cold Stores | Australia | 3 | 6.8 | 30 | A$106.4 | 6.2 | % | 7-8% | 11/2021 Est. | Q1 2025 | | Brighton(7) | Denver, CO | 1 | 12.1 | 33 | $59.3 | 5.5 | % | 7.5-8.5% | 11/2021 Est. | Q3 2023 |
(1)Inclusive of expenses required to integrate and reach stabilization.
(2)Net Entry NOI Yield metric is exclusive of SG&A expense.
(3)Stabilized NOI ROIC of 7.5-8.5% reflects a period of five years for the Agro acquisition.
(4)Due to stock component of transaction, the Agro Acquisition price was different from original announcement.
(5)The net entry NOI yield of 10.7% excludes approximately $0.9 million of SG&A, resulting in a net entry EBITDA yield of 6.3%.
(6)The total acquisition price is $390.5 million. Excluding $2.6 million in annual tax credits valued at $14.0 million, the adjusted acquisition price is $376.5 million. The net entry NOI yield of 6.1% excludes approximately $1.7 million of SG&A, resulting in a net entry EBITDA yield of 5.6%. NOI and EBITDA exclude the $2.6 million in annual tax credits.
(7)Facility is only approximately 50% economic occupied, resulting in a lower net entry NOI yield.
| Financial Supplement | Third Quarter 2021 |
|---|
Unconsolidated Joint Ventures (Investment in Partially Owned Entities)
As of September 30, 2021, the Company owned a 14.99% equity share in the Brazil-based SuperFrio. SuperFrio provides temperature-controlled storage and logistics services including storage, warehouse services, and transportation. The debt of our unconsolidated joint venture is non-recourse to us, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations.
| SuperFrio | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of | |||||||||||||||
| Summary Balance Sheet - at the JV’s 100% share in BRLs | Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 | ||||||||||
| Net book value of real estate | R$ | 903,210 | R$ | 817,378 | R$ | 579,770 | R$ | 579,475 | R$ | 436,291 | |||||
| Other assets | 354,930 | 362,475 | 169,695 | 177,804 | 228,043 | ||||||||||
| Total assets | 1,258,140 | 1,179,853 | 749,465 | 757,279 | 664,334 | ||||||||||
| Debt | 503,902 | 462,719 | 282,863 | 254,514 | 229,797 | ||||||||||
| Other liabilities | 403,261 | 369,004 | 223,385 | 278,816 | 208,782 | ||||||||||
| Equity | 350,977 | 348,130 | 243,217 | 223,949 | 225,755 | ||||||||||
| Total liabilities and equity | R$ | 1,258,140 | R$ | 1,179,853 | R$ | 749,465 | R$ | 757,279 | R$ | 664,334 | |||||
| Americold’s ownership percentage | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | |||||
| BRL/USD quarter-end rate | 0.1837 | 0.2013 | 0.1775 | 0.1925 | 0.1783 | ||||||||||
| Americold’s pro rata share of debt at BRL/USD rate | $ | 13,885 | $ | 13,972 | $ | 7,531 | $ | 7,349 | $ | 6,146 | |||||
| Three Months Ended | |||||||||||||||
| Summary Statement of Operations - at the JV’s 100% share in BRLs | Q3 21 | Q2 21 | Q1 21 | Q4 20 | Q3 20 | ||||||||||
| Total revenues | R$ | 104,252 | R$ | 69,047 | R$ | 44,653 | R$ | 51,122 | R$ | 44,349 | |||||
| Operating expenses | 76,588 | 55,911 | 41,260 | 35,750 | 33,775 | ||||||||||
| Operating income | 27,664 | 13,136 | 3,393 | 15,372 | 10,574 | ||||||||||
| Interest expense | 13,765 | 9,530 | 6,738 | 6,863 | 5,904 | ||||||||||
| Depreciation & amortization | 13,003 | 10,602 | 8,579 | 10,070 | 8,314 | ||||||||||
| Other income | (913) | (1,089) | (240) | (305) | (880) | ||||||||||
| Income tax benefit | 477 | 331 | (6,276) | (65) | (947) | ||||||||||
| Non-operating expenses | 26,332 | 19,374 | 8,801 | 16,563 | 12,391 | ||||||||||
| Net income (loss) | R$ | 1,332 | R$ | (6,238) | R$ | (5,408) | R$ | (1,191) | R$ | (1,817) | |||||
| Americold’s ownership percentage | 15 | % | 15 | % | 15 | % | 15 | % | 15 | % | |||||
| BRL/USD average rate | 0.1912 | 0.1910 | 0.1830 | 0.1854 | 0.1860 | ||||||||||
| Americold’s pro rata share of NOI | $ | 793 | $ | 376 | $ | 93 | $ | 427 | $ | 295 | |||||
| Americold’s pro rata share of Net income (loss) | $ | 38 | $ | (179) | $ | (148) | $ | (33) | $ | (51) | |||||
| Americold’s pro rata share of Core FFO | $ | 358 | $ | 137 | $ | 116 | $ | 221 | $ | 187 | |||||
| Americold’s pro rata share of AFFO | $ | 433 | $ | 76 | $ | — | $ | 389 | $ | 312 | |||||
| Financial Supplement | Third Quarter 2021 | ||||||||||||||
| --- | --- |
As of September 30, 2021, the Company owned a 22.12% equity share in the Brazil-based Comfrio. We acquired this JV ownership in conjunction with the Agro acquisition, which closed on December 30, 2020. The debt of our unconsolidated joint venture is non-recourse to us, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations.
| Comfrio | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As of | ||||||||||||
| Summary Balance Sheet - at the JV’s 100% share in BRLs | Q3 21 | Q2 21 | Q1 21 | Q4 20 | ||||||||
| Net book value of real estate | R$ | 304,497 | R$ | 224,169 | R$ | 238,471 | R$ | 240,297 | ||||
| Other assets | 235,250 | 277,756 | 255,380 | 295,052 | ||||||||
| Total assets | 539,747 | 501,925 | 493,851 | 535,349 | ||||||||
| Debt | 452,089 | 412,480 | 405,507 | 426,357 | ||||||||
| Other liabilities | 118,122 | 107,125 | 101,536 | 108,782 | ||||||||
| Accumulated deficit | (30,464) | (17,680) | (13,192) | 210 | ||||||||
| Total liabilities and equity | R$ | 539,747 | R$ | 501,925 | R$ | 493,851 | R$ | 535,349 | ||||
| Americold’s ownership percentage | 22 | % | 22 | % | 22 | % | 22 | % | ||||
| BRL/USD quarter-end rate | 0.1837 | 0.2013 | 0.1775 | 0.1925 | ||||||||
| Americold’s pro rata share of debt at BRL/USD rate | $ | 18,271 | $ | 18,267 | $ | 15,835 | $ | 18,056 | ||||
| Three Months Ended | ||||||||||||
| Summary Statement of Operations - at the JV’s 100% share in BRLs | Q3 21 | Q2 21 | Q1 21 | Q4 20 | ||||||||
| Total revenues | R$ | 88,477 | R$ | 70,356 | R$ | 60,401 | R$ | 76,522 | ||||
| Operating expenses | 68,389 | 33,612 | 46,039 | 36,159 | ||||||||
| Operating income | 20,088 | 36,744 | 14,362 | 40,363 | ||||||||
| Interest expense | 22,550 | 17,357 | 13,074 | 21,468 | ||||||||
| Depreciation & amortization | 11,657 | 18,937 | 17,787 | 19,580 | ||||||||
| Other income | 41 | (3,530) | (2,789) | (836) | ||||||||
| Income tax benefit | (3,488) | — | — | (1,759) | ||||||||
| Non-operating expenses | 30,760 | 32,764 | 28,072 | 38,453 | ||||||||
| Net (loss) income | R$ | (10,672) | R$ | 3,980 | R$ | (13,710) | R$ | 1,910 | ||||
| Americold’s ownership percentage | 22 | % | 22 | % | 22 | % | 22 | % | ||||
| BRL/USD average rate | 0.1912 | 0.1910 | 0.1830 | 0.1854 | ||||||||
| Americold’s pro rata share of NOI at BRL/USD average rate | $ | 845 | $ | 1,544 | $ | 578 | $ | 1,646 | ||||
| Americold’s pro rata share of Net income (loss) at BRL/USD average rate(1) | $ | (449) | $ | 167 | $ | (552) | $ | 78 | ||||
| Americold’s pro rata share of Core FFO at BRL/USD average rate | $ | 136 | $ | 434 | $ | (411) | n/a | |||||
| Americold’s pro rata share of AFFO at BRL/USD average rate | $ | (113) | $ | 1,186 | $ | (17) | n/a | |||||
| (1) Q4 20 above represents the full quarter results for the Comfrio JV, however, our share of net loss reflected on the Condensed Consolidated Statement of Operations for the same time period does not reflect the results of Comfrio due to immateriality of one day of ownership. | ||||||||||||
| Financial Supplement | Third Quarter 2021 | |||||||||||
| --- | --- |
2021 Guidance
The ranges for these metrics do not include the impact of acquisitions, dispositions, or capital markets activity beyond that which has been previously announced.
| As of | As of | As of | As of | As of | |
|---|---|---|---|---|---|
| November 3, 2021 | September 21, 2021 | August 5, 2021 | May 6, 2021 | Feb. 18, 2021 | |
| Warehouse segment same store revenue growth (constant currency) | (2.0)% - 0.0% | (2.0%) - 0.0% | 0.0% - 2.0% | 2.0% - 4.0% | 2.0% - 4.0% |
| Warehouse segment same store NOI growth (constant currency) | 400 - 600 bps lower than associated revenue | 400 - 600 bps lower than associated revenue | 0 - 100 bps higher than associated revenue | 100 - 200 bps higher than associated revenue | 100 - 200 bps higher than associated revenue |
| Managed and Transportation segment NOI | $43M - $46M | $42M - $50M | $42M - $50M | $46M - $54M | $46M - $54M |
| Total selling, general and administrative expense (inclusive of non-cash share-based compensation expense of $20 million) | $179M - $182M | $175M - $185M | $175M - $185M | $190M - $196M | $190M - $196M |
| Current income tax expense | $8M - $10M | $8M - $10M | $8M - $10M | $9M - $13M | $9M - $13M |
| Deferred income tax benefit (expense) | $1M - $2M | ($4M - $6M) | ($4M - $6M) | $4M - $5M | $1M - $2M |
| Non real estate depreciation and amortization expense | $120M - $125M | $140M - $155M | $140M - $155M | $100M - $110M | $85M - $92M |
| Total maintenance capital expenditures | $75M - $80M | $77M - $82M | $77M - $82M | $90M - $100M | $90M - $100M |
| Development starts (1) | $153M - $175M | $175M - $300M | $175M - $300M | $175M - $300M | $175M - $300M |
| AFFO per share | $1.15 - $1.20 | $1.15 - $1.20 | $1.34 - $1.40 | $1.36 - $1.46 | $1.36 - $1.46 |
| Assumed FX rates | 1 ARS = 0.0104 USD<br><br>1 AUS = 0.7539 USD<br><br>1 BRL = 0.1820 USD<br><br>1 CAD = 0.7895 USD<br><br>1 CLP = 0.0013 USD<br><br>1 EUR = 1.1905 USD<br><br>1 GBP = 1.3815 USD<br><br>1 NZD = 0.7096 USD<br><br>1 PLN = 0.2637 USD | 1 ARS = 0.0127 USD<br>1 AUS = 0.7521 USD<br>1 BRL = 0.1820 USD<br>1 CAD = 0.8059 USD<br>1 CLP = 0.0018 USD<br>1 EUR = 1.2041 USD<br>1 GBP = 1.3976 USD<br>1 NZD = 0.7031 USD<br>1 PLN = 0.2665 USD | 1 ARS = 0.0127 USD<br>1 AUS = 0.7521 USD<br>1 BRL = 0.1820 USD<br>1 CAD = 0.8059 USD<br>1 CLP = 0.0018 USD<br>1 EUR = 1.2041 USD<br>1 GBP = 1.3976 USD<br>1 NZD = 0.7031 USD<br>1 PLN = 0.2665 USD | 1 ARS = 0.0101 USD<br>1 AUS = 0.7743 USD<br>1 BRL = 0.1795 USD<br>1 CAD = 0.8071 USD<br>1 CLP = 0.0013 USD<br>1 EUR = 1.1898 USD<br>1 GBP = 1.3904 USD<br>1 NZD = 0.7185 USD<br>1 PLN = 0.2587 USD | 1 ARS = 0.0130 USD<br>1 AUS = 0.7179 USD<br>1 BRL = 0.1930 USD<br>1 CAD = 0.7592 USD<br>1 CLP = 0.0013 USD<br>1 EUR = 1.1839 USD<br>1 GBP = 1.3121 USD<br>1 NZD = 0.6600 USD<br>1 PLN = 0.2686 USD |
(1)Represents the aggregate invested capital for initiated development opportunities.
| Financial Supplement | Third Quarter 2021 |
|---|---|
| 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, net loss or gain on asset disposals, impairment of real estate assets, 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 net of withholding taxes, 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-core 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 joint ventures are strategic partnerships which we continue to actively participate in on an ongoing basis. The previous joint venture, the China JV, was considered for disposition during the periods presented. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential. | |
| However, because FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of FFO and Core FFO as a measure of our performance may be limited. | |
| We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of deferred financing costs, pension withdrawal liability and above or below market leases, straight-line net rent, provision or benefit from deferred income taxes, share-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, non-real estate asset impairment 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, and net (gain) loss on sale of real estate, net of withholding taxes and adjustment to reflect our share of EBITDAre of partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful life of related assets among otherwise comparable companies. | |
| We also calculate our Core EBITDA as EBITDAre further adjusted for acquisition, litigation and other expenses, asset impairment, loss or gain on real estate and other asset disposals, bridge loan commitment fees, loss on debt extinguishment, modifications and termination of derivative instruments, share-based compensation expense, foreign currency exchange gain or loss, loss or income from investments in 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 22 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. |
44
Document
Exhibit 99.3
Americold Realty Trust Announces Leadership Transition and Board Appointments
George Chappelle Appointed Interim CEO
Americold Board Appoints Three New Trustees – Rob Bass, George Chappelle and Pamela Kohn
ATLANTA – November 3, 2021 – Americold Realty Trust (NYSE: COLD) (the “Company” or “Americold”), the world’s largest publicly traded REIT focused on the ownership, operation and development of temperature-controlled warehouses, today announced a leadership transition and the appointment of three new members to the Americold Board of Trustees.
Leadership Transition
George Chappelle, a former Tyson Foods executive and former Chairman of the Board of AGRO Merchants Group, has been appointed Interim Chief Executive Officer, effective immediately. Mr. Chappelle’s appointment follows the decision of the Americold Board of Trustees to terminate Fred Boehler without cause. Mr. Boehler also resigned as a Trustee.
The Americold Board has engaged a nationally recognized search firm to identify a permanent Chief Executive Officer.
“Americold plays a key role in the global food supply chain due to its scale, footprint and differentiated business model, and we are proud that the Company remains focused on supporting its customers and navigating this dynamic operating environment,” said Mark Patterson, Chairman of the Americold Board. “We are pleased to have someone of George’s caliber step into the interim leadership role at this important time. George is a food and CPG industry veteran with tremendous logistics, supply chain and information technology expertise. Given Americold’s strong foundation, attractive assets and deep bench of talent, the Board is confident in the Company’s ability to deliver significant growth and long-term value creation as the supply chain recovers and food production levels rebound.”
Mr. Chappelle said, “Having spent decades in the food industry, I have long admired Americold as a truly best-in-class operator and an irreplaceable partner in the food supply chain. I am honored to join the Board, take on this interim leadership role, and work with the talented Americold team. Together, we will continue to focus on serving the cold chain, delivering operational excellence and executing disciplined growth.”
Mr. Patterson continued, “We appreciate Fred’s contributions to Americold, including his leadership in building the premier global leader in temperature controlled infrastructure with a best-in-class team. We wish Fred all the best.”
The Company noted that Mr. Boehler’s departure is not related to any disagreement with the Board or members of management concerning corporate strategy or financial or accounting matters.
Board Appointments
Americold also announced today that it is expanding its Board of Trustees from eight to ten members with the immediate appointment of three new Trustees: Rob Bass, Chief Supply Chain and Global Properties Officer of Best Buy; Pamela Kohn, Chief Merchandising Officer of Sally Beauty Holdings; and Mr. Chappelle.
The appointment of three new Trustees builds on Americold’s strong track record of refreshing its Board with members who bring considerable experience and relevant expertise to the Company’s business. With the additions of Mr. Bass, Mr. Chappelle and Ms. Kohn, more than half of the Americold Trustees have been appointed since 2019. Following these appointments, nine of the ten trustees are independent per the requirements of the NYSE.
“The Americold Board is committed to regularly refreshing our membership to ensure we have the right mix of experience, skills and backgrounds to advance shareholders’ interests,” continued Mr. Patterson. “The additions of Pam, Rob and George as Trustees enhances the experience and diversity of our Board. As a seasoned marketing and supply chain executive with big-box retailers and national grocery chains, Pam has a nuanced understanding of our industry and customer dynamics. Rob brings substantial real estate expertise and experience managing complex supply chains for some of the world’s largest big-box retailers. We are pleased to welcome Pam, Rob and George to the Board and look forward to working with them as we continue to oversee management’s execution of Americold’s strategy to enhance shareholder value.”
Biographies
About George Chappelle
George Chappelle most recently served as an executive of Tyson Foods, holding a variety of leadership roles including Chief Corporate Services Officer; General Manager of Emerging Proteins, Research and Development and Logistics; Chief Operating Officer of Prepared Foods; and Chief Integration Officer. Prior to joining Tyson Foods in 2017, he served as Chief Operating Officer at several leading consumer packaged goods companies, including AdvancePierre Foods, Vi-Jon and Solo Cup Company. Previously, Mr. Chappelle spent more than four years with Sara Lee Foods, including as Chief Supply Chain Officer and Chief Information Officer. He also served as Chief Information Officer of HJ Heinz from 2002 to 2005. Mr. Chappelle currently serves as Chairman of the Board of Flagstone Foods and as a member of the Boards of Apex International and Randall Foods. He previously served as Chairman of the Board of AGRO Merchants Group from 2018 to 2020.
About Rob Bass
Rob Bass currently serves as Chief Supply Chain and Global Properties Officer of Best Buy and brings nearly two decades of experience in global supply chain and operational roles with leading big-box retailers. In his role with Best Buy, Mr. Bass is responsible for global order management, distribution centers, domestic and international transportation, global compliance and trade, final-mile fulfillment, reverse logistics and real estate. Prior to joining Best Buy in 2013, Mr. Bass spent more than 12 years in a variety of supply chain positions with Target Corp., including Senior Supply Chain Leader. Previously, he served as a commercial airline pilot for 12 years for Sun Country Airlines and Midwest Airlines. Mr. Bass also served as a member of the Pier 1 Imports, Inc. Board of Directors from 2018 to 2020.
About Pamela Kohn
Pamela Kohn is Chief Merchandising Officer of Sally Beauty Holdings and has more than two 25 years of merchandising, supply chain, logistics and operations expertise in the food and retail industries. Prior to joining Sally Beauty in 2019, Ms. Kohn served as Chief Merchandising and Marketing Officer of the Family Dollar division of Dollar Tree and Chief Merchandising Officer of The Fresh Market. Previously, Ms. Kohn spent 13 years in a variety of leadership positions with Walmart, including Senior Vice President, Merchandising, Senior Vice President, Global Food Sourcing, Executive Vice President, Merchandise Services and President of Walmart US Realty. Prior to her time at Walmart, Ms. Kohn served as Senior Vice President of Merchandising with Stop & Shop and spent eight years as Senior Vice President of Merchandising with Food Lion.
About Americold Realty Trust
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 248 temperature-controlled warehouses, with over 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.
Forward-Looking Statements
Statements contained in this press release that are not statements of historical fact, including those that refer to the Company’s guidance for the full year 2021, the Company’s search for a permanent President and Chief Executive Officer, the Company’s expectations for significant growth and long-term and value creation, and the Company’s focus on delivering operational excellence, disciplined growth and enhanced shareholder value, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
The potential risks and uncertainties that could cause the Company’s actual results, performance or achievements to differ from the predicted results, performance or achievements include, among others, 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, supply chain disruptions, labor shortages, inflation, uncertainty of revenues, given the nature of our customer contracts, decreased storage rates and increased vacancy rates, financial market fluctuations, our ability to execute on, and achieve the expected benefits from, our operational and strategic initiatives, and any difficulties or delays we encounter in identifying a permanent President and Chief Executive Officer. Additional information about potential risks and uncertainties that could affect the Company’s business and financial results is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other documents the Company files with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law or regulation.
Investor Relations Contact:
Telephone: 678-459-1959
Email: investor.relations@americold.com