Business Wire | May 6, 2021 03:29PM EDT

Americold Realty Trust Announces First Quarter 2021 Results

May 06, 2021

ATLANTA--(BUSINESS WIRE)--May 06, 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 first quarter ended March 31, 2021.

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

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

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

First Quarter 2021 Highlights

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

Subsequent Event Highlights

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

First Quarter 2021 Total Company Financial Results

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

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

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

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

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

For the first quarter of 2021, AFFO was $75.9 million, or $0.30 per diluted share, compared to $67.1 million, or $0.33 per diluted share, for the same quarter of the prior year.

Please see the Company's supplemental financial information for the definitions and reconciliations of non-GAAP financial measures to the most comparable GAAP financial measures.

First Quarter 2021 Global Warehouse Segment Results

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

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

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

Three Months Ended March 31, Change

2021Dollars in thousands 2021 actual constant 2020 actual Actual Constant currency^ currency (1)



TOTAL WAREHOUSE SEGMENT

Number of total 233 172 n/a n/awarehouses^(2)

Global Warehouse revenue:

Rent and storage $ 205,275 $ 201,686 $ 162,308 26.5% 24.3%

Warehouse services 280,176 271,893 218,760 28.1% 24.3%

Total revenue $ 485,451 $ 473,579 $ 381,068 27.4% 24.3%

Global Warehouse $ 146,181 $ 142,841 $ 126,773 15.3% 12.7%contribution (NOI)

Global Warehouse 30.1 % 30.2% 33.3 % -316 -311 bpsmargin bps

Units in thousandsexcept per pallet data

Global Warehouse rent and storage metrics:

Average economic 3,973 n/a 3,256 22.0% n/aoccupied pallets

Average physical 3,627 n/a 3,049 19.0% n/aoccupied pallets

Average physical 5,159 n/a 4,007 28.7% n/apallet positions

Economic occupancy 77.0 % n/a 81.3 % -427 n/apercentage bps

Physical occupancy 70.3 % n/a 76.1 % -578 n/apercentage bps

Total rent andstorage revenue per $ 51.67 $ 50.76 $ 49.84 3.7% 1.8%economic occupiedpallet

Total rent andstorage revenue per $ 56.59 $ 55.60 $ 53.24 6.3% 4.4%physical occupiedpallet

Global Warehouse services metrics:

Throughput pallets 9,530 n/a 8,199 16.2% n/a

Total warehouseservices revenue per $ 29.40 $ 28.53 $ 26.68 10.2% 6.9%throughput pallet



SAME STORE WAREHOUSE

Number of same store 162 162 n/a n/awarehouses

Global Warehouse same store revenue:

Rent and storage $ 149,166 $ 147,516 $ 152,805 (2.4)% (3.5)%

Warehouse services 206,085 200,373 208,861 (1.3)% (4.1)%

Total same store $ 355,251 $ 347,889 $ 361,666 (1.8)% (3.8)%revenue

Global Warehouse samestore contribution $ 118,442 $ 116,350 $ 124,929 (5.2)% (6.9)%(NOI)

Global Warehouse same 33.3 % 33.4% 34.5 % -120 -110 bpsstore margin bps

Units in thousandsexcept per pallet data

Global Warehouse samestore rent and storage metrics:

Average economic 2,885 n/a 3,094 (6.8)% n/aoccupied pallets

Average physical 2,562 n/a 2,893 (11.5) n/aoccupied pallets %

Average physical 3,764 n/a 3,745 0.5% n/apallet positions

Economic occupancy 76.7 % n/a 82.6 % -597 n/apercentage bps

Physical occupancy 68.1 % n/a 77.3 % -920 n/apercentage bps

Same store rent andstorage revenue per $ 51.70 $ 51.13 $ 49.38 4.7% 3.5%economic occupiedpallet

Same store rent andstorage revenue per $ 58.23 $ 57.59 $ 52.81 10.3% 9.0%physical occupiedpallet

Global Warehouse samestore services metrics:

Throughput pallets 7,125 n/a 7,747 (8.0)% n/a

Same store warehouseservices revenue per $ 28.92 $ 28.12 $ 26.96 7.3% 4.3%throughput pallet

Three Months Ended March 31,

Change

Dollars in thousands

2021 actual

2021 constant currency(1)

2020 actual

Actual

Constant currency

NON-SAME STORE WAREHOUSE

Number of non-same store warehouses(3)

71

10

n/a

n/a

Global Warehouse non-same store revenue:

Rent and storage

$

56,109

$

54,170

$

9,503

490.4

%

470.0%

Warehouse services

74,091

71,520

9,899

648.5

%

622.5%

Total non-same store revenue

$

130,200

$

125,690

$

19,402

571.1

%

547.8%

Global Warehouse non-same store contribution (NOI)

$

27,739

$

26,491

$

1,844

1,404.3

%

1,336.6%

Global Warehouse non-same store margin

21.3%

21.1%

9.5%

1180 bps

1157 bps

Units in thousands except per pallet data

Global Warehouse non-same store rent and storage metrics:

Average economic occupied pallets

1,088

n/a

162

571.6

%

n/a

Average physical occupied pallets

1,066

n/a

155

586.3

%

n/a

Average physical pallet positions

1,396

n/a

262

432.8

%

n/a

Economic occupancy percentage

78.0%

n/a

61.9%

1602 bps

n/a

Physical occupancy percentage

76.4%

n/a

59.4%

1700 bps

n/a

Non-same store rent and storage revenue per economic occupied pallet

$

51.57

$

49.79

$

58.65

(12.1

)%

(15.1)%

Non-same store rent and storage revenue per physical occupied pallet

$

52.64

$

50.82

$

61.19

(14.0

)%

(16.9)%

Global Warehouse non-same store services metrics:

Throughput pallets

2,405

n/a

452

432.3

%

n/a

Non-same store warehouse services revenue per throughput pallet

$

30.81

$

29.74

$

21.91

40.6

%

35.7%

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

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

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

(n/a = not applicable)

Fixed Commitment Rent and Storage Revenue

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

Economic and Physical Occupancy

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

Real Estate Portfolio

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

Balance Sheet Activity and Liquidity

As of March 31, 2021, the Company had total liquidity of approximately $1.5 billion, including cash, capacity on its revolving credit facility and $388 million of net proceeds available from equity forward contracts. Total debt outstanding was $2.8 billion (inclusive of $306.4 million of financing leases/sale lease-backs and exclusive of unamortized deferred financing fees), of which 79% was in an unsecured structure. The Company has no material debt maturities until 2023. At quarter end, its net debt to pro forma Core EBITDA was approximately 4.8x. Of the Company's total debt outstanding, $2.5 billion relates to real estate debt, which excludes sale-leaseback and capitalized lease obligations. The Company's real estate debt has a remaining weighted average term of 7.5 years and carries a weighted average contractual interest rate of 3.13%. As of March 31, 2021, 87% of the Company's total debt outstanding was at a fixed rate.

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

Three Months Ended March 31, Change

2021Dollars in thousands 2021 constant 2020 Actual Constant actual currency^ actual currency (1)





NON-SAME STORE WAREHOUSE

Number of non-same 71 10 n/a n/astore warehouses^(3)

Global Warehouse non-same store revenue:

Rent and storage $ 56,109 $ 54,170 $ 9,503 490.4 % 470.0%

Warehouse services 74,091 71,520 9,899 648.5 % 622.5%

Total non-same store $ 130,200 $ 125,690 $ 19,402 571.1 % 547.8%revenue

Global Warehousenon-same store $ 27,739 $ 26,491 $ 1,844 1,404.3 % 1,336.6%contribution (NOI)

Global Warehouse 21.3% 21.1% 9.5% 1180 bps 1157 bpsnon-same store margin

Units in thousands except per pallet data

Global Warehouse non-same store rent and storage metrics:

Average economic 1,088 n/a 162 571.6 % n/aoccupied pallets

Average physical 1,066 n/a 155 586.3 % n/aoccupied pallets

Average physical pallet 1,396 n/a 262 432.8 % n/apositions

Economic occupancy 78.0% n/a 61.9% 1602 bps n/apercentage

Physical occupancy 76.4% n/a 59.4% 1700 bps n/apercentage

Non-same store rent andstorage revenue per $ 51.57 $ 49.79 $ 58.65 (12.1 ) (15.1)%economic occupied %pallet

Non-same store rent andstorage revenue per $ 52.64 $ 50.82 $ 61.19 (14.0 ) (16.9)%physical occupied %pallet

Global Warehousenon-same store services metrics:

Throughput pallets 2,405 n/a 452 432.3 % n/a

Non-same storewarehouse services $ 30.81 $ 29.74 $ 21.91 40.6 % 35.7%revenue per throughputpallet

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period.

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

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

(n/a = not applicable)

Fixed Commitment Rent and Storage Revenue

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

Economic and Physical Occupancy

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

Real Estate Portfolio

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

Balance Sheet Activity and Liquidity

As of March 31, 2021, the Company had total liquidity of approximately $1.5 billion, including cash, capacity on its revolving credit facility and $388 million of net proceeds available from equity forward contracts. Total debt outstanding was $2.8 billion (inclusive of $306.4 million of financing leases/sale lease-backs and exclusive of unamortized deferred financing fees), of which 79% was in an unsecured structure. The Company has no material debt maturities until 2023. At quarter end, its net debt to pro forma Core EBITDA was approximately 4.8x. Of the Company's total debt outstanding, $2.5 billion relates to real estate debt, which excludes sale-leaseback and capitalized lease obligations. The Company's real estate debt has a remaining weighted average term of 7.5 years and carries a weighted average contractual interest rate of 3.13%. As of March 31, 2021, 87% of the Company's total debt outstanding was at a fixed rate.

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

Outstanding Equity Forward Data

in millions, except share price amounts

ContractualQuarter Forward Net Share Net Outside Target Use of NetRaised Shares Price^1 Proceeds Settlement Proceeds Date

3Q 2018 6.000 $21.47 $128.8 3/18/2022 Fund the Ahold Development

2Q 2020 - 2.429 $35.70 $86.7 7/1/2021 Fund the Calgary and3Q 2020 Arkansas expansions

4Q 2020 4.785 $36.15 $173.0 10/13/2021 Fund future growth initiatives

13.214 $29.40 $388.5



^(1) Net of underwriter fee, forward costs and dividends paid.

Dividend

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

2021 Outlook

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

Investor Webcast and Conference Call

The Company will hold a webcast and conference call on Thursday, May 6, 2021 at 5:00 p.m. Eastern Time to discuss first quarter 2021 results. A live webcast of the call will be available via the Investors section of Americold Realty Trust's website at www.americold.com. To listen to the live webcast, please go to the site at least five minutes prior to the scheduled start time in order to register, download and install any necessary audio software. Shortly after the call, a replay of the webcast will be available for 90 days on the Company's website.

The conference call can also be accessed by dialing 1-877-407-3982 or 1-201-493-6780. The telephone replay can be accessed by dialing 1-844-512-2921 or 1-412-317-6671 and providing the conference ID# 13718398. The telephone replay will be available starting shortly after the call until May 20, 2021.

The Company's supplemental package will be available prior to the conference call in the Investors section of the Company's website at http://ir.americold.com.

About the Company

Americold is the world's largest publicly traded REIT focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. Based in Atlanta, Georgia, Americold owns and operates 242 temperature-controlled warehouses, with over 1.4 billion refrigerated cubic feet of storage, in North America, Europe, Asia-Pacific, and South America. Americold's facilities are an integral component of the supply chain connecting food producers, processors, distributors and retailers to consumers.

Non-GAAP Financial Measures

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

Forward-Looking Statements

This document contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following: uncertainties and risks related to public health crises, including the ongoing COVID-19 pandemic; adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry; general economic conditions; risks associated with the ownership of real estate and temperature-controlled warehouses in particular; acquisition risks, including the failure to identify or complete attractive acquisitions or the failure of acquisitions to perform in accordance with projections and to realize anticipated cost savings and revenue improvements; our failure to realize the intended benefits from our recent acquisitions, including the Agro acquisition, and including synergies, or disruptions to our plans and operations or unknown or contingent liabilities related to our recent acquisitions; risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof; a failure of our information technology systems, cybersecurity attacks or a breach of our information security systems, networks or processes could cause business disruptions or loss of confidential information; risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations; defaults or non-renewals of significant customer contracts, including as a result of the ongoing COVID-19 pandemic; uncertainty of revenues, given the nature of our customer contracts; increased interest rates and operating costs, including as a result of the ongoing COVID-19 pandemic; our failure to obtain necessary outside financing; risks related to, or restrictions contained in, our debt financings; decreased storage rates or increased vacancy rates; risks related to current and potential international operations and properties; difficulties in expanding our operations into new markets, including international markets; risks related to the partial ownership of properties, including as a result of our lack of control over such investments and the failure of such entities to perform in accordance with projections; our failure to maintain our status as a REIT; possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently or previously owned by us; financial market fluctuations; actions by our competitors and their increasing ability to compete with us; labor and power costs; changes in applicable governmental regulations and tax legislation, including in the international markets; additional risks with respect to the addition of European operations and properties; changes in real estate and zoning laws and increases in real property tax rates; the competitive environment in which we operate; our relationship with our employees, including the occurrence of any work stoppages or any disputes under our collective bargaining agreements and employment related litigation; liabilities as a result of our participation in multi-employer pension plans; losses in excess of our insurance coverage; the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with the use of third-party trucking service providers to provide transportation services to our customers; the cost and time requirements as a result of our operation as a publicly traded REIT; changes in foreign currency exchange rates; the impact of anti-takeover provisions in our constituent documents and under Maryland law, which could make an acquisition of us more difficult, limit attempts by our shareholders to replace our trustees and affect the price of our common shares of beneficial interest, $0.01 par value per share, of our common shares; the potential dilutive effect of our common share offerings; and risks related to any forward sale agreement, including the 2018 forward sale agreement, the 2020 ATM forward sale agreements and the 2020 forward sale agreements, or collectively, our forward sale agreements, including substantial dilution to our earnings per share or substantial cash payment obligations.

Words such as "anticipates," "believes," "continues," "estimates," "expects," "goal," "objectives," "intends," "may," "opportunity," "plans," "potential," "near-term," "long-term," "projections," "assumptions," "projects," "guidance," "forecasts," "outlook," "target," "trends," "should," "could," "would," "will" and similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements included in this document include, among others, statements about our expected acquisition and expected expansion and development pipeline and our targeted return on invested capital on expansion and development opportunities. We qualify any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020, could cause our actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Americold Realty Trust and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except shares and per share amounts)

March 31, December 31,

2021 2020

Assets

Property, buildings and equipment:

Land $ 663,569 $ 662,885

Buildings and improvements 4,016,435 4,004,824

Machinery and equipment 1,188,608 1,177,572

Assets under construction 374,962 303,531

6,243,574 6,148,812

Accumulated depreciation (1,441,337 ) (1,382,298 )

Property, buildings and equipment - net 4,802,237 4,766,514



Operating lease right-of-use assets 320,438 291,797

Accumulated depreciation - operating leases (31,800 ) (24,483 )

Operating leases - net 288,638 267,314



Financing leases:

Buildings and improvements 59,528 60,513

Machinery and equipment 115,302 109,416

174,830 169,929

Accumulated depreciation - financing leases (47,783 ) (40,937 )

Financing leases - net 127,047 128,992

Cash, cash equivalents and restricted cash 287,691 621,051

Accounts receivable - net of allowance of$12,866 and $12,286 at March 31, 2021 and 306,970 324,221 December 31, 2020, respectively

Identifiable intangible assets - net 788,044 797,423

Goodwill 800,362 794,335

Investments in partially owned entities 42,376 44,907

Other assets 96,643 86,394

Total assets $ 7,540,008 $ 7,831,151

Liabilities and equity

Liabilities:

Borrowings under revolving line of credit $ 43,786 $ -

Accounts payable and accrued expenses 524,876 552,547

Mortgage notes, senior unsecured notes andterm loan - net of deferred financing costsof $12,474 and $15,952 in the aggregate, at 2,416,228 2,648,266 March 31, 2021 and December 31, 2020,respectively

Sale-leaseback financing obligations 181,951 185,060

Financing lease obligations 124,434 125,926

Operating lease obligations 282,226 269,147

Unearned revenue 18,957 19,209

Pension and postretirement benefits 8,980 9,145

Deferred tax liability - net 221,922 220,502

Multiemployer pension plan withdrawal 8,441 8,528 liability

Total liabilities 3,831,801 4,038,330

Equity

Shareholders' equity:

Common shares of beneficial interest, $0.01par value - 500,000,000 and 325,000,000authorized shares; 252,519,518 and 2,525 2,517 251,702,603 issued and outstanding at March31, 2021 and December 31, 2020, respectively

Paid-in capital 4,681,809 4,687,823

Accumulated deficit and distributions in (965,844 ) (895,521 ) excess of net earnings

Accumulated other comprehensive loss (13,659 ) (4,379 )

Total shareholders' equity 3,704,831 3,790,440

Noncontrolling interests:

Noncontrolling interests in operating 3,376 2,381 partnership and consolidated joint venture

Total equity 3,708,207 3,792,821



Total liabilities and equity $ 7,540,008 $ 7,831,151

Americold Realty Trust and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share amounts)

Three Months Ended March 31,

2021

2020

Revenues:

Rent, storage and warehouse services

$

485,451

$

381,068

Third-party managed services

73,072

64,921

Transportation services

76,272

35,917

Other

-

2,163

Total revenues

634,795

484,069

Operating expenses:

Rent, storage and warehouse services cost of operations

339,270

254,295

Third-party managed services cost of operations

68,690

61,152

Transportation services cost of operations

69,569

31,112

Cost of operations related to other revenues

26

2,108

Depreciation and amortization

77,211

51,604

Selling, general and administrative

45,052

36,893

Acquisition, litigation and other

20,751

1,688

Gain from sale of real estate

-

(2,461

)

Total operating expenses

620,569

436,391

Operating income

14,226

47,678

Other (expense) income:

Interest expense

(25,956

)

(23,870

)

Interest income

224

587

Loss on debt extinguishment, modifications and termination of derivative instruments

(3,499

)

(781

)

Foreign currency exchange gain (loss), net

173

(492

)

Other expense, net

505

871

Loss from investments in partially owned entities

(700

)

(27

)

(Loss) income before income tax benefit (expense)

(15,027

)

23,966

Income tax benefit (expense)

Current

(1,211

)

(2,557

)

Deferred

2,002

2,102

Total income tax benefit (expense)

791

(455

)

Net (loss) income

$

(14,236

)

$

23,511

Net income attributable to non controlling interests

178

-

Net (loss) income attributable to Americold Realty Trust

$

(14,414

)

$

23,511

Weighted average common shares outstanding - basic

252,938

200,707

Weighted average common shares outstanding - diluted

252,938

203,783

Net (loss) income per common share of beneficial interest - basic

$

(0.06

)

$

0.12

Net (loss) income per common share of beneficial interest - diluted

$

(0.06

)

$

0.11

Americold Realty Trust and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share amounts)

Three Months Ended March 31,

2021 2020

Revenues:

Rent, storage and warehouse services $ 485,451 $ 381,068

Third-party managed services 73,072 64,921

Transportation services 76,272 35,917

Other - 2,163

Total revenues 634,795 484,069

Operating expenses:

Rent, storage and warehouse services cost of 339,270 254,295 operations

Third-party managed services cost of operations 68,690 61,152

Transportation services cost of operations 69,569 31,112

Cost of operations related to other revenues 26 2,108

Depreciation and amortization 77,211 51,604

Selling, general and administrative 45,052 36,893

Acquisition, litigation and other 20,751 1,688

Gain from sale of real estate - (2,461 )

Total operating expenses 620,569 436,391



Operating income 14,226 47,678



Other (expense) income:

Interest expense (25,956 ) (23,870 )

Interest income 224 587

Loss on debt extinguishment, modifications and (3,499 ) (781 ) termination of derivative instruments

Foreign currency exchange gain (loss), net 173 (492 )

Other expense, net 505 871

Loss from investments in partially owned entities (700 ) (27 )

(Loss) income before income tax benefit (expense) (15,027 ) 23,966

Income tax benefit (expense)

Current (1,211 ) (2,557 )

Deferred 2,002 2,102

Total income tax benefit (expense) 791 (455 )



Net (loss) income $ (14,236 ) $ 23,511

Net income attributable to non controlling 178 - interests

Net (loss) income attributable to Americold $ (14,414 ) $ 23,511 Realty Trust



Weighted average common shares outstanding - 252,938 200,707 basic

Weighted average common shares outstanding - 252,938 203,783 diluted



Net (loss) income per common share of beneficial $ (0.06 ) $ 0.12 interest - basic

Net (loss) income per common share of beneficial $ (0.06 ) $ 0.11 interest - diluted

Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and AFFO

(In thousands, except per share amounts - unaudited)

Three Months Ended

Q1 21

Q4 20

Q3 20

Q2 20

Q1 20

Net (loss) income

$

(14,236

)

$

(43,992

)

$

12,374

$

32,662

$

23,511

Adjustments:

Real estate related depreciation

52,280

39,128

36,289

35,558

35,442

Net (gain) loss on sale of real estate, net of withholding taxes (b)

-

(676

)

427

(19,414

)

(2,096

)

Net (gain) loss on asset disposals

(39

)

888

1,160

(3

)

-

Impairment charges on real estate assets

-

2,449

-

3,181

-

Our share of reconciling items related to partially owned entities

266

182

111

122

34

NAREIT Funds from operations

$

38,271

$

(2,021

)

$

50,361

$

52,106

$

56,891

Adjustments:

Net (gain) loss on sale of non-real estate assets

(119

)

1,112

(100

)

(252

)

(165

)

Non-real estate impairment

-

(495

)

2,615

486

-

Acquisition, litigation and other

20,751

26,535

5,282

2,801

1,688

Share-based compensation expense, IPO grants

163

200

196

203

373

Bridge loan commitment fees

-

2,438

-

-

-

Loss on debt extinguishment, modifications and termination of derivative instruments

3,499

9,194

-

-

781

Foreign currency exchange (gain) loss

(173

)

44,905

196

(315

)

492

Our share of reconciling items related to partially owned entities

154

39

76

79

-

Core FFO applicable to common shareholders

$

62,546

$

81,907

$

58,626

$

55,108

$

60,060

Adjustments:

Amortization of deferred financing costs and pension withdrawal liability

1,148

1,202

1,203

1,196

1,546

Amortization of below/above market leases

39

37

39

-

76

Straight-line net rent

(155

)

(324

)

(87

)

(108

)

(109

)

Deferred income tax benefit

(2,002

)

(9,379

)

(1,284

)

(967

)

(2,102

)

Share-based compensation expense, excluding IPO grants

4,867

4,371

4,373

4,261

3,934

Non-real estate depreciation and amortization

24,931

19,191

17,280

16,841

16,162

Maintenance capital expenditures (a)

(15,731

)

(20,291

)

(17,534

)

(15,306

)

(12,438

)

Our share of reconciling items related to partially owned entities

278

168

125

78

22

Adjusted FFO applicable to common shareholders

$

75,921

$

76,882

$

62,741

$

61,103

$

67,151

Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and AFFO

(In thousands, except per share amounts - unaudited)

Three Months Ended

Q1 21 Q4 20 Q3 20 Q2 20 Q1 20

Net (loss) $ (14,236 ) $ (43,992 ) $ 12,374 $ 32,662 $ 23,511 income

Adjustments:

Real estaterelated 52,280 39,128 36,289 35,558 35,442 depreciation

Net (gain) losson sale of realestate, net of - (676 ) 427 (19,414 ) (2,096 ) withholdingtaxes ^(b)

Net (gain) losson asset (39 ) 888 1,160 (3 ) - disposals

Impairmentcharges on real - 2,449 - 3,181 - estate assets

Our share ofreconcilingitems related 266 182 111 122 34 to partiallyowned entities

NAREIT Funds $ 38,271 $ (2,021 ) $ 50,361 $ 52,106 $ 56,891 from operations

Adjustments:

Net (gain) losson sale of (119 ) 1,112 (100 ) (252 ) (165 ) non-real estateassets

Non-real estate - (495 ) 2,615 486 - impairment

Acquisition,litigation and 20,751 26,535 5,282 2,801 1,688 other

Share-basedcompensation 163 200 196 203 373 expense, IPOgrants

Bridge loan - 2,438 - - - commitment fees

Loss on debtextinguishment,modifications 3,499 9,194 - - 781 and terminationof derivativeinstruments

Foreigncurrency (173 ) 44,905 196 (315 ) 492 exchange (gain)loss

Our share ofreconcilingitems related 154 39 76 79 - to partiallyowned entities

Core FFOapplicable to $ 62,546 $ 81,907 $ 58,626 $ 55,108 $ 60,060 commonshareholders

Adjustments:

Amortization ofdeferredfinancing costs 1,148 1,202 1,203 1,196 1,546 and pensionwithdrawalliability

Amortization ofbelow/above 39 37 39 - 76 market leases

Straight-line (155 ) (324 ) (87 ) (108 ) (109 ) net rent

Deferred income (2,002 ) (9,379 ) (1,284 ) (967 ) (2,102 ) tax benefit

Share-basedcompensationexpense, 4,867 4,371 4,373 4,261 3,934 excluding IPOgrants

Non-real estatedepreciation 24,931 19,191 17,280 16,841 16,162 andamortization

Maintenancecapital (15,731 ) (20,291 ) (17,534 ) (15,306 ) (12,438 ) expenditures ^(a)

Our share ofreconcilingitems related 278 168 125 78 22 to partiallyowned entities

Adjusted FFOapplicable to $ 75,921 $ 76,882 $ 62,741 $ 61,103 $ 67,151 commonshareholders

Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and AFFO (continued)

(In thousands except per share amounts - unaudited)

Three Months Ended

Q1 21

Q4 20

Q3 20

Q2 20

Q1 20

NAREIT Funds from operations

$

38,271

$

(2,021

)

$

50,361

$

52,106

$

56,891

Core FFO applicable to common shareholders

$

62,546

$

81,907

$

58,626

$

55,108

$

60,060

Adjusted FFO applicable to common shareholders

$

75,921

$

76,882

$

62,741

$

61,103

$

67,151

Reconciliation of weighted average shares:

Weighted average basic shares for net income calculation

252,938

205,984

204,289

201,787

200,707

Dilutive stock options, unvested restricted stock units, equity forward contracts

3,226

3,944

4,211

3,511

3,076

Weighted average dilutive shares

256,164

209,928

208,500

205,298

203,783

NAREIT FFO - basic per share

$

0.15

$

(0.01

)

$

0.25

$

0.26

$

0.28

NAREIT FFO - diluted per share

$

0.15

$

(0.01

)

$

0.24

$

0.25

$

0.28

Core FFO - basic per share

$

0.25

$

0.40

$

0.29

$

0.27

$

0.30

Core FFO - diluted per share

$

0.24

$

0.39

$

0.28

$

0.27

$

0.29

Adjusted FFO - basic per share

$

0.30

$

0.37

$

0.31

$

0.30

$

0.33

Adjusted FFO - diluted per share

$

0.30

$

0.37

$

0.30

$

0.30

$

0.33

(a) Maintenance capital expenditures include capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology.

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

Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and AFFO(continued)

(In thousands except per share amounts - unaudited)

Three Months Ended

Q1 21 Q4 20 Q3 20 Q2 20 Q1 20



NAREIT Funds from $ 38,271 $ (2,021 ) $ 50,361 $ 52,106 $ 56,891 operations

Core FFO applicable to $ 62,546 $ 81,907 $ 58,626 $ 55,108 $ 60,060 common shareholders

Adjusted FFOapplicable to common $ 75,921 $ 76,882 $ 62,741 $ 61,103 $ 67,151 shareholders



Reconciliation ofweighted average shares:

Weighted average basicshares for net income 252,938 205,984 204,289 201,787 200,707 calculation

Dilutive stockoptions, unvestedrestricted stock 3,226 3,944 4,211 3,511 3,076 units, equity forwardcontracts

Weighted average 256,164 209,928 208,500 205,298 203,783 dilutive shares



NAREIT FFO - basic per $ 0.15 $ (0.01 ) $ 0.25 $ 0.26 $ 0.28 share

NAREIT FFO - diluted $ 0.15 $ (0.01 ) $ 0.24 $ 0.25 $ 0.28 per share



Core FFO - basic per $ 0.25 $ 0.40 $ 0.29 $ 0.27 $ 0.30 share

Core FFO - diluted per $ 0.24 $ 0.39 $ 0.28 $ 0.27 $ 0.29 share



Adjusted FFO - basic $ 0.30 $ 0.37 $ 0.31 $ 0.30 $ 0.33 per share

Adjusted FFO - diluted $ 0.30 $ 0.37 $ 0.30 $ 0.30 $ 0.33 per share

(a) Maintenance capital expenditures include capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology.

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

Reconciliation of Net (Loss) Income to EBITDA, NAREIT EBITDAre, and Core EBITDA

(In thousands - unaudited)

Three Months Ended Year Ended

Q4 20 Q3 20 Q2 20 Q1 20 Q4 19 FY 2020 FY 2019

Net (loss) $ (14,236 ) $ 12,374 $ 32,662 $ 23,511 $ 20,809 $ 54,311 $ 48,162 income

Adjustments:

Depreciationand 77,211 53,569 52,399 51,604 47,750 234,783 163,348 amortization

Interest 25,956 23,066 23,178 23,870 23,827 96,070 94,408 expense

Income tax(benefit) (791 ) 819 1,196 90 2,236 1,314 (5,157 ) expense

EBITDA $ 88,140 $ 89,828 $ 109,435 $ 99,075 $ 94,622 $ 386,478 $ 300,761

Adjustments:

Net (gain) losson sale of realestate, net of - 427 (19,414 ) (2,096 ) - (21,083 ) 34 withholdingtaxes

Adjustment toreflect shareof EBITDAre of 649 293 237 60 - 1,239 1,726 partially ownedentities

NAREIT EBITDAre $ 88,789 $ 90,548 $ 90,258 $ 97,039 $ 94,622 $ 366,634 $ 302,521

Adjustments:

Acquisition,litigation and 20,751 5,282 2,801 1,688 10,377 30,522 40,614 other

Bridge loan - - - - - - 2,665 commitment fees

(Income) lossfrominvestments in 700 98 129 27 - 954 111 partially ownedentities

Gain from saleof partially - - - - - - (4,297 ) owned entities

Asset - 2,615 3,667 - - 6,282 13,485 impairment

Foreigncurrency (173 ) 196 (315 ) 492 (76 ) 200 (10 ) exchange loss(gain)

Share-basedcompensation 5,030 4,569 4,464 4,307 3,699 18,370 12,895 expense

Loss on debtextinguishment,modifications 3,499 - - 781 - 4,280 - and terminationof derivativeinstruments

Loss (gain) onreal estate and (158 ) 1,060 (255 ) (164 ) 464 483 870 other assetdisposals

Reduction inEBITDAre from (649 ) (293 ) (237 ) (60 ) - (1,239 ) (1,726 ) partially ownedentities

Core EBITDA $ 117,789 $ 104,075 $ 100,512 $ 104,110 $ 109,086 $ 426,486 $ 367,128

Revenue and Contribution by Segment

(in thousands - unaudited)

Three Months Ended March 31,

2021

2020

Segment revenues:

Warehouse

$

485,451

$

381,068

Third-party managed

73,072

64,921

Transportation

76,272

35,917

Other

-

2,163

Total revenues

634,795

484,069

Segment contribution:

Warehouse

146,181

126,773

Third-party managed

4,382

3,769

Transportation

6,703

4,805

Other

(26

)

55

Total segment contribution

157,240

135,402

Reconciling items:

Depreciation and amortization

(77,211

)

(51,604

)

Selling, general and administrative

(45,052

)

(36,893

)

Acquisition, litigation and other

(20,751

)

(1,688

)

Gain from sale of real estate, net

-

2,461

Interest expense

(25,956

)

(23,870

)

Interest income

224

587

Loss on debt extinguishment, modifications and termination of derivative instruments

(3,499

)

(781

)

Foreign currency exchange gain (loss), net

173

(492

)

Other expense, net

505

871

Loss from investments in partially owned entities

(700

)

(27

)

(Loss) income before income tax benefit (expense)

$

(15,027

)

$

23,966

We view and manage our business through three primary business segments-warehouse, third-party managed and transportation. Our core business is our warehouse segment, where we provide temperature-controlled warehouse storage and related handling and other warehouse services. In our warehouse segment, we collect rent and storage fees from customers to store their frozen and perishable food and other products within our real estate portfolio. We also provide our customers with handling and other warehouse services related to the products stored in our buildings that are designed to optimize their movement through the cold chain, such as the placement of food products for storage and preservation, the retrieval of products from storage upon customer request, blast freezing, case-picking, kitting and repackaging and other recurring handling services.

Under our third-party managed segment, we manage warehouses on behalf of third parties and provide warehouse management services to several leading food retailers and manufacturers in customer-owned facilities, including some of our largest and longest-standing customers. We believe using our third-party management services allows our customers to increase efficiency, reduce costs, reduce supply-chain risks and focus on their core businesses. We also believe that providing third-party management services to many of our key customers underscores our ability to offer a complete and integrated suite of services across the cold chain.

In our transportation segment, we broker and manage transportation of frozen and perishable food and other products for our customers. Our transportation services include consolidation services (i.e., consolidating a customer's products with those of other customers for more efficient shipment), freight under management services (i.e., arranging for and overseeing transportation of customer inventory) and dedicated transportation services, each designed to improve efficiency and reduce transportation and logistics costs to our customers. We provide these transportation services at cost plus a service fee or, in the case of our consolidation services, we charge a fixed fee.

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

Notes and Definitions

We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance with U.S. GAAP, excluding extraordinary items as defined under U.S. GAAP and gains or losses from sales of previously depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization, and our share of reconciling items of partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization and gains or losses from sales of real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can facilitate comparisons of operating performance between periods and among other equity REITs.

We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real estate assets, non-real estate asset impairment, acquisition, litigation and other expenses, share-based compensation expense for the IPO retention grants, bridge loan commitment fees, loss on debt extinguishment, modifications and termination of derivative instruments and foreign currency exchange gain or loss. We also adjust for the impact of Core FFO attributable to partially owned entities. We have elected to reflect our share of Core FFO attributable to partially owned entities since the Brazil JV is a strategic partnership which we continue to actively participate in on an ongoing basis. The previous joint venture, the China JV, was considered for disposition during the periods presented. We believe that Core FFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while also providing a more meaningful predictor of future earnings potential.

However, because FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material economic impacts on our results from operations, we believe the utility of FFO and Core FFO as a measure of our performance may be limited.

We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of deferred financing costs, pension withdrawal liability and above or below market leases, straight-line net rent, provision or benefit from deferred income taxes, stock-based compensation expense from grants of stock options and restricted stock units under our equity incentive plans, excluding IPO grants, non-real estate depreciation and amortization, and maintenance capital expenditures. We also adjust for AFFO attributable to our portion of reconciling items of partially owned entities. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.

FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO and Adjusted FFO should be evaluated along with U.S. GAAP net income and net income per diluted share (the most directly comparable U.S. GAAP measures) in evaluating our operating performance. FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S. GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our consolidated statements of operations included in our annual and quarterly reports. FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do. The table above reconciles FFO, Core FFO and Adjusted FFO to net income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.

We calculate EBITDA for Real Estate, or EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, earnings before interest expense, taxes, depreciation and amortization, gains or losses on disposition of depreciated property, including gains or losses on change of control, impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and adjustment to reflect share of EBITDAre of unconsolidated affiliates. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful life of related assets among otherwise comparable companies.

We also calculate our Core EBITDA as EBITDAre further adjusted for acquisition, litigation and other expenses, impairment of long-lived assets, loss or gain on other asset disposals, bridge loan commitment fees, loss on debt extinguishment and modifications, share-based compensation expense, foreign currency exchange gain or loss, loss or income on partially owned entities and reduction in EBITDAre from partially owned entities. We believe that the presentation of Core EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDA but which we do not believe are indicative of our core business operations. EBITDA and Core EBITDA are not measurements of financial performance under U.S. GAAP, and our EBITDA and Core EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA and Core EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with U.S. GAAP. Our calculations of EBITDA and Core EBITDA have limitations as analytical tools, including:

* these measures do not reflect our historical or future cash requirements for maintenance capital expenditures or growth and expansion capital expenditures; * these measures do not reflect changes in, or cash requirements for, our working capital needs; * these measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness; * these measures do not reflect our tax expense or the cash requirements to pay our taxes; and * although depreciation and amortization are non-cash charges, the assets being depreciated will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.

We use Core EBITDA and EBITDAre as measures of our operating performance and not as measures of liquidity. The table on page 20 of our financial supplement reconciles EBITDA, EBITDAre and Core EBITDA to net income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.

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

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CONTACT: Americold Realty Trust Investor Relations Telephone: 678-459-1959 Email: investor.relations@americold.com