COLD Americold Realty Trust Inc

 Americold Realty Trust, Inc. (NYSE: COLD) (the “Company”), a global leader in temperature-controlled logistics, real estate, and value-added services focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, today announced financial and operating results for the third quarter ended September 30, 2024.

George Chappelle, Chief Executive Officer of Americold Realty Trust, stated, “We are pleased with our third quarter results where we delivered AFFO per share of $0.35, an increase of 11% versus prior year’s quarter. This performance was again driven by organic growth as we produced double digit year-over-year growth in the Global Warehouse Same Store NOI of approximately 11% on a constant currency basis. We continue to demonstrate our ability to generate meaningful returns to our shareholders in any environment as our Same Store Warehouse Services Margins increased to 14.5%, an 11 percentage point improvement from the previous year’s quarter on a constant currency basis.

The resiliency in our approach over the past three years to stabilize our workforce and the investments we have made in our technology and processes have built a solid foundation and positions us well for the future. We remain steadfast in our pursuit to invest in our future as we continue to evaluate development opportunities across our three primary areas of focus: expansion projects; customer-dedicated, build-to-suit developments; and our CPKC and DP World collaborations. During the quarter we successfully raised $500 million in our inaugural public bond offering, which gives us another avenue of capital to help grow our portfolio and provide predictable and sustainable returns for all of our stakeholders.

Lastly, I am pleased to announce a new $148 million dollar automation development in Dallas-Fort Worth that would now have us exceed the higher end of development guidance and will further demonstrate our industry-leading automation design capabilities.”

Third Quarter 2024 Highlights

• Total revenue of $674.2 million, a 0.9% change from $667.9 million in Q3 2023 and a change of 2.1% on a constant currency basis.
• Net loss of $3.7 million, or $0.01 loss per diluted common share.
• Total Company NOI increased 10.6% to $209.2 million from $189.1 million in Q3 2023 and a 12.0% increase on a constant currency basis.         
• Total Company NOI margin increased 272 bps to 31.0% from 28.3% in Q3 2023.
• Global Warehouse same store services margin increased to 14.5% from 3.5% in Q3 2023.
• Core FFO of $83.9 million, or $0.29 per diluted common share, a 17.7% change from Q3 2023 Core FFO per diluted common share.
• AFFO of $100.1 million, or $0.35 per diluted common share, a 10.9% change from Q3 2023 AFFO per diluted common share.
• Core EBITDA of $157.2 million, increased $13.2 million, or 9.1% from $144.0 million in Q3 2023.
• Core EBITDA margin of 23.3%, increased 176 basis points from 21.6% in Q3 2023.
• Global Warehouse segment same store revenue increased 1.9% on an actual basis and increased 3.0% on a constant currency basis as compared to Q3 2023.
• Global Warehouse segment same store NOI increased 9.5%, or 10.9% on a constant currency basis as compared to Q3 2023 .
• Completed public debt offering of $500 million at an interest rate of 5.409% to be paid semi-annually, with a debt maturity of September 12, 2034.

2024 Outlook

The table below includes 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.

	As ofNovember 7, 2024	As ofAugust 8, 2024	As ofMay 9, 2024	As ofFebruary 22, 2024
Warehouse segment same store revenue growth (constant currency)	1.5% - 3.5%	2.0% - 4.0%	2.5% - 5.5%	2.5% - 5.5%
Warehouse segment same store NOI growth (constant currency)	850 bps higher than associated revenue	900 - 1000 bps higher than associated revenue	700 - 750 bps higher than associated revenue	400 - 450 bps higher than associated revenue
Warehouse segment non-same store NOI	$(5)M - $(2)M	$(7)M - $1M	$(7)M - $1M	$(3)M - $9M
Transportation and Managed segment NOI	$43M - $47M	$42M - $47M	$42M - $47M	$45M - $50M
Total selling, general and administrative expense (inclusive of share-based compensation expense of $24M - $26M and $5M - $7M of Orion amortization)	$250M - $258M	$247M - $261M	$247M - $261M	$247M - $261M
Interest expense	$133M - $136M	$133M - $141M	$135M - $143M	$141M - $149M
Current income tax expense	$7M - $9M	$7M - $10M	$9M - $12M	$9M - $12M
Deferred income tax benefit	$8M - $11M	$6M - $8M	$6M - $8M	$6M - $8M
Non real estate depreciation and amortization expense	$136M - $144M	$133M - $141M	$127M - $135M	$127M - $135M
Total maintenance capital expenditures	$80M - $90M	$80M - $90M	$80M - $90M	$80M - $90M
Development starts (1)	$300M - $350M	$200M - $300M	$200M - $300M	$200M - $300M
AFFO per share	$1.44 - $1.50	$1.44 - $1.50	$1.38 - $1.46	$1.32 - $1.42
Assumed FX rates	1 ARS = 0.0012 USD1 AUS = 0.6576 USD1 BRL = 0.1746 USD1 CAD = 0.7401 USD1 EUR = 1.0857 USD1 GBP = 1.2684 USD1 NZD = 0.6128 USD1 PLN = 0.2507 USD	1 ARS = 0.0011 USD1 AUS = 0.6614 USD1 BRL = 0.0170 USD1 CAD = 0.7330 USD1 EUR = 1.079 USD1 GBP = 1.2680 USD1 NZD = 0.6113 USD1 PLN = 0.2498 USD	1 ARS = 0.0012 USD1 AUS = 0.6576 USD1 BRL = 0.1925 USD1 CAD = 0.7401 USD1 EUR = 1.0857 USD1 GBP = 1.2684 USD1 NZD = 0.6128 USD1 PLN = 0.2507 USD	1 ARS = 0.0012 USD1 AUS = 0.6615 USD1 BRL = 0.2016 USD1 CAD = 0.7438 USD1 EUR = 1.0914 USD1 GBP = 1.2662 USD1 NZD = 0.6168 USD1 PLN = 0.2520 USD

(1)   Represents the aggregate invested capital for initiated development opportunities.

Investor Webcast and Conference CallThe Company will hold a webcast and conference call on Thursday, November 7, 2024 at 8:00 a.m. Eastern Time to discuss its third quarter 2024 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 fifteen 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#13743084. The telephone replay will be available starting shortly after the call until November 21, 2024.

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.

During the conference call, the Company may discuss and answer questions concerning business and financial developments and trends that have occurred after quarter-end. The Company’s responses to questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been disclosed previously.

Third Quarter 2024 Total Company Financial Results

Total revenue for the third quarter of 2024 was $674.2 million, a 0.9% increase from the $667.9 million from the same quarter of the prior year, which was the result of growth within our Global Warehouse segment, partially offset by changes in our Transportation segment. The growth within our Global Warehouse segment was driven by an increase in fixed commitment contracts, pricing initiatives and rate escalations, partially offset by lower economic occupancy and throughput.

Total NOI for the third quarter of 2024 was $209.2 million, an increase of 10.6% from the same quarter of the prior year. This increase is a result of productivity improvements driving higher warehouse services margins, in addition to the drivers of revenue growth mentioned above.

For the third quarter of 2024, the Company reported a net loss of $3.7 million, or $0.01 loss per diluted share, compared to a net loss of $2.1 million, or $0.01 loss per diluted share, for the comparable quarter of the prior year.

Core EBITDA was $157.2 million for the third quarter of 2024, compared to $144.0 million for the comparable quarter of the prior year. This reflects a 9.1% increase over prior year on an actual basis, and 10.2% on a constant currency basis. The increase is due to the same factors driving the increase in NOI mentioned above.

For the third quarter of 2024, Core FFO was $83.9 million, or $0.29 per diluted share, compared to $69.6 million, or $0.25 per diluted share, for the third quarter of 2023.

For the third quarter of 2024, AFFO was $100.1 million, or $0.35 per diluted share, compared to $88.2 million, or $0.32 per diluted share, for the third quarter of 2023.

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 2024 Global Warehouse Segment Results

The following table presents revenues, contribution (NOI) and margins for our same store and non-same store warehouses with a reconciliation to the total financial metrics of our warehouse segment for the three and nine months ended September 30, 2024. Refer to our “Real Estate Portfolio” section below for the composition of our non-same store pool.

	Three Months Ended September 30,												Change
Dollars and units in thousands, except per pallet data	2024 Actual				2024 Constant Currency(1)				2023Actual				Actual			Constant Currency
TOTAL WAREHOUSE SEGMENT
Number of total warehouses		235								238			n/a			n/a
Rent and storage	$	262,524			$	266,889			$	278,508			(5.7)%			(4.2)%
Warehouse services		349,657				352,118				324,097			7.9	%		8.6	%
Total revenue	$	612,181			$	619,007			$	602,605			1.6	%		2.7	%
Global Warehouse contribution (NOI)	$	198,624			$	201,017			$	177,832			11.7	%		13.0	%
Global Warehouse margin		32.4	%			32.5	%			29.5	%		293 bps			296 bps
Global Warehouse rent and storage metrics:
Average economic occupied pallets		4,237			n/a					4,512			(6.1)%			n/a
Average physical occupied pallets		3,682			n/a					4,061			(9.3)%			n/a
Average physical pallet positions		5,525			n/a					5,435			1.7	%		n/a
Economic occupancy percentage		76.7	%		n/a					83.0	%		-633 bps			n/a
Physical occupancy percentage		66.6	%		n/a					74.7	%		-808 bps			n/a
Total rent and storage revenue per average economic occupied pallet	$	61.96			$	62.99			$	61.73			0.4	%		2.0	%
Total rent and storage revenue per average physical occupied pallet	$	71.30			$	72.48			$	68.58			4.0	%		5.7	%
Global Warehouse services metrics:
Throughput pallets		9,205			n/a					9,370			(1.8)%			n/a
Total warehouse services revenue per throughput pallet	$	37.99			$	38.25			$	34.59			9.8	%		10.6	%
SAME STORE WAREHOUSE
Number of same store warehouses		226								226			n/a			n/a
Global Warehouse same store revenue:
Rent and storage	$	253,907			$	258,326			$	266,947			(4.9)%			(3.2)%
Warehouse services		340,647				343,179				316,769			7.5	%		8.3	%
Total same store revenue	$	594,554			$	601,505			$	583,716			1.9	%		3.0	%
Global Warehouse same store contribution (NOI)	$	198,652			$	201,232			$	181,410			9.5	%		10.9	%
Global Warehouse same store margin		33.4	%			33.5	%			31.1	%		233 bps			238 bps
Global Warehouse same store rent and storage metrics:
Average economic occupied pallets		4,093			n/a					4,390			(6.8)%			n/a
Average physical occupied pallets		3,557			n/a					3,966			(10.3)%			n/a
Average physical pallet positions		5,250			n/a					5,235			0.3	%		n/a
Economic occupancy percentage		78.0	%		n/a					83.9	%		-590 bps			n/a
Physical occupancy percentage		67.8	%		n/a					75.8	%		-801 bps			n/a
Same store rent and storage revenue per average economic occupied pallet	$	62.03			$	63.11			$	60.81			2.0	%		3.8	%
Same store rent and storage revenue per average physical occupied pallet	$	71.38			$	72.62			$	67.31			6.1	%		7.9	%
Global Warehouse same store services metrics:
Throughput pallets		8,885			n/a					9,106			(2.4)%			n/a
Same store warehouse services revenue per throughput pallet	$	38.34			$	38.62			$	34.79			10.2	%		11.0	%

	Three Months Ended September 30,												Change
Dollars and units in thousands, except per pallet data	2024 Actual				2024 Constant Currency(1)				2023 Actual				Actual		Constant Currency
NON-SAME STORE WAREHOUSE
Number of non-same store warehouses(2)		9								12			n/a		n/a
Global Warehouse non-same store revenue:
Rent and storage	$	8,617			$	8,563			$	11,561			n/r		n/r
Warehouse services		9,010				8,939				7,328			n/r		n/r
Total non-same store revenue	$	17,627			$	17,502			$	18,889			n/r		n/r
Global Warehouse non-same store contribution (NOI)	$	(28)			$	(215)			$	(3,578)			n/r		n/r
Global Warehouse non-same store margin	(0.2)%				(1.2)%				(18.9)%				n/r		n/r
Global Warehouse non-same store rent and storage metrics:
Average economic occupied pallets		144			n/a					122			n/r		n/a
Average physical occupied pallets		125			n/a					95			n/r		n/a
Average physical pallet positions		275			n/a					200			n/r		n/a
Economic occupancy percentage		52.4	%		n/a					61.0	%		n/r		n/a
Physical occupancy percentage		45.5	%		n/a					47.5	%		n/r		n/a
Non-same store rent and storage revenue per average economic occupied pallet	$	59.84			$	59.47			$	94.76			n/r		n/r
Non-same store rent and storage revenue per average physical occupied pallet	$	68.94			$	68.50			$	121.69			n/r		n/r
Global Warehouse non-same store services metrics:
Throughput pallets		320			n/a					264			n/r		n/a
Non-same store warehouse services revenue per throughput pallet	$	28.16			$	27.93			$	27.76			n/r		n/r

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period. (2) Refer to our “Real Estate Portfolio” section below for the composition of our non-same store pool.(n/a = not applicable)(n/r = not relevant)

	Nine Months Ended September 30,												Change
Dollars in thousands	2024 Actual				2024 Constant Currency(1)				2023 Actual				Actual			Constant currency
TOTAL WAREHOUSE SEGMENT
Number of total warehouses		235								238			n/a			n/a
Global Warehouse revenue:
Rent and storage	$	799,619			$	815,279			$	825,100			(3.1)%			(1.2)%
Warehouse services		1,010,659				1,021,897				953,727			6.0	%		7.1	%
Total revenue	$	1,810,278			$	1,837,176			$	1,778,827			1.8	%		3.3	%
Global Warehouse contribution (NOI)	$	600,286			$	609,080			$	525,501			14.2	%		15.9	%
Global Warehouse margin		33.2%				33.2	%			29.5	%		362 bps			361 bps
Units in thousands except per pallet data
Global Warehouse rent and storage metrics:
Average economic occupied pallets		4,315			n/a					4,548			(5.1)%			n/a
Average physical occupied pallets		3,744			n/a					4,146			(9.7)%			n/a
Average physical pallet positions		5,525			n/a					5,425			1.8	%		n/a
Economic occupancy percentage		78.1	%		n/a					83.8	%		-573 bps			n/a
Physical occupancy percentage		67.8	%		n/a					76.4	%		-866 bps			n/a
Total rent and storage revenue per average economic occupied pallet	$	185.31			$	188.94			$	181.42			2.1	%		4.1	%
Total rent and storage revenue per average physical occupied pallet	$	213.57			$	217.76			$	199.01			7.3	%		9.4	%
Global Warehouse services metrics:
Throughput pallets		27,280			n/a					28,140			(3.1)%			n/a
Total warehouse services revenue per throughput pallet	$	37.05			$	37.46			$	33.89			9.3	%		10.5	%
SAME STORE WAREHOUSE
Number of same store warehouses		226								226			n/a			n/a
Global Warehouse same store revenue:
Rent and storage	$	768,127			$	783,760			$	795,130			(3.4)%			(1.4)%
Warehouse services		985,830				996,998				933,164			5.6	%		6.8	%
Total same store revenue	$	1,753,957			$	1,780,758			$	1,728,294			1.5	%		3.0	%
Global Warehouse same store contribution (NOI)	$	605,838			$	614,866			$	542,333			11.7	%		13.4	%
Global Warehouse same store margin		34.5	%			34.5	%			31.4	%		316 bps			315 bps
Units in thousands except per pallet data
Global Warehouse same store rent and storage metrics:
Average economic occupied pallets		4,167			n/a					4,437			(6.1)%			n/a
Average physical occupied pallets		3,618			n/a					4,057			(10.8)%			n/a
Average physical pallet positions		5,247			n/a					5,262			(0.3)%			n/a
Economic occupancy percentage		79.4	%		n/a					84.3	%		-490 bps			n/a
Physical occupancy percentage		69.0	%		n/a					77.1	%		-815 bps			n/a
Same store rent and storage revenue per average economic occupied pallet	$	184.34			$	188.09			$	179.20			2.9	%		5.0	%
Same store rent and storage revenue per average physical occupied pallet	$	212.31			$	216.63			$	195.99			8.3	%		10.5	%
Global Warehouse same store services metrics:
Throughput pallets		26,283			n/a					27,374			(4.0)%			n/a
Same store warehouse services revenue per throughput pallet	$	37.51			$	37.93			$	34.09			10.0	%		11.3	%

	Nine Months Ended September 30,												Change
Dollars in thousands	2024 Actual				2024 Constant Currency(1)				2023 Actual				Actual		Constant currency
NON-SAME STORE WAREHOUSE
Number of non-same store warehouses(2)		9								12
Global Warehouse non-same store revenue:
Rent and storage	$	31,492			$	31,519			$	29,970			n/r		n/r
Warehouse services		24,829				24,899				20,563			n/r		n/r
Total non-same store revenue	$	56,321			$	56,418			$	50,533			n/r		n/r
Global Warehouse non-same store contribution (NOI)	$	(5,552)			$	(5,786	)		$	(16,832	)		n/r		n/r
Global Warehouse non-same store margin	(9.9)%				(10.3)%				(33.3)%				n/r		n/r
Units in thousands except per pallet data
Global Warehouse non-same store rent and storage metrics:
Average economic occupied pallets		148			n/a					111			n/r		n/a
Average physical occupied pallets		126			n/a					89			n/r		n/a
Average physical pallet positions		278			n/a					163			n/r		n/a
Economic occupancy percentage		53.2	%		n/a					68.1	%		n/r		n/a
Physical occupancy percentage		45.3	%		n/a					54.6	%		n/r		n/a
Non-same store rent and storage revenue per average economic occupied pallet	$	212.78			$	212.97			$	270.00			n/r		n/r
Non-same store rent and storage revenue per average physical occupied pallet	$	249.94			$	250.15			$	336.74			n/r		n/r
Global Warehouse non-same store services metrics:
Throughput pallets		997			n/a					766			n/r		n/a
Non-same store warehouse services revenue per throughput pallet	$	24.90			$	24.97			$	26.84			n/r		n/r

(1) The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis are the effect of changes in foreign currency exchange rates relative to the comparable prior period. (2) Refer to our “Real Estate Portfolio” section below for the composition of our non-same store pool.(n/a = not applicable)(n/r = not relevant)

For the third quarter of 2024, Global Warehouse segment revenue was $612.2 million, an increase of $9.6 million, or 1.6% (2.7% on a constant currency basis), compared to $602.6 million for the third quarter of 2023. This growth was principally driven by our pricing initiatives and rate escalations. This was partially offset by lower occupancy and throughput pallets due to consumer buying habits.

Global Warehouse segment contribution (NOI) was $198.6 million for the third quarter of 2024 as compared to $177.8 million for the third quarter of 2023, an increase of $20.8 million or 11.7% (13.0% on a constant currency basis). Global Warehouse segment contribution (NOI) increased due to higher revenue, strong variable cost controls and labor efficiencies. Global Warehouse segment margin was 32.4% for the third quarter of 2024, a 293 basis point increase as to compared to the third quarter of 2023, driven by improvement in our warehouse services margin due to the factors noted above.

Fixed Commitment Rent and Storage Revenue

As of September 30, 2024, $623.8 million of the Company’s annualized rent and storage revenues were derived from customers with fixed commitment storage contracts. This compares to $618.0 million at the end of the second quarter of 2024 and $550.7 million at the end of the third quarter of 2023. We continue to make progress on commercializing business under this type of arrangement. On a combined basis, 58.1% 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 2024, economic occupancy for the total warehouse segment was 76.7% and warehouse segment same store pool was 78.0%, representing a 1,005 basis point and 1,021 basis point increase above physical occupancy, respectively. Economic occupancy for the total warehouse segment decreased 633 basis points, and the warehouse segment same store pool decreased 590 basis points as compared to the third quarter of 2023 due to continued weaker consumer demand.

Real Estate Portfolio

As of September 30, 2024, the Company’s portfolio consists of 239 facilities. The Company ended the third quarter of 2024 with 235 facilities in its Global Warehouse segment portfolio and 4 facilities in its Third-party managed segment. The same store population consists of 226 facilities for the quarter ended September 30, 2024. The non-same store facility count consists of: 5 sites in the expansion and development phase, 2 facilities that we purchased in 2023, 2 facilities whose operations have ceased and the Company is evaluating alternative use including, third party lease and or sale.

Balance Sheet Activity and Liquidity

As of September 30, 2024, the Company had total liquidity of approximately $921.9 million, including cash and capacity on its revolving credit facility. Total net debt outstanding was $3.5 billion (inclusive of $169.2 million of financing leases/sale lease-backs and exclusive of unamortized deferred financing fees), of which 95% was in an unsecured structure. At quarter end, net debt to Core EBITDA (based on trailing twelve months Core EBITDA) was approximately 5.5x. The Company’s real estate debt has a remaining weighted average term of 5.4 years and carries a weighted average contractual interest rate of 3.9%. As of September 30, 2024, 92% of the Company’s total debt outstanding was at a fixed rate, inclusive of hedged variable-rate for fixed-rate debt. The Company has no material debt maturities until 2026, inclusive of extension options.

Dividend

On September 3, 2024, the Company’s Board of Directors declared a dividend of $0.22 per share for the third quarter of 2024, which was paid on October 15, 2024 to common stockholders of record as of September 30, 2024.

About the Company

Americold is a global leader in temperature-controlled logistics real estate and value added services. Focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, Americold owns and/or operates 239 temperature-controlled warehouses, with approximately 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 Measures

This press release contains non-GAAP financial measures, including NAREIT FFO, Core FFO, Adjusted FFO, NAREIT EBITDAre, Core EBITDA, Core EBITDA margin, same store segment revenue, contribution (NOI) and margin, and maintenance capital expenditures. Definitions of these non-GAAP metrics are included in our quarterly financial supplement, and reconciliations of these non-GAAP measures to their most comparable GAAP metrics are included herein. Each of the non-GAAP measures included in this press release has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of the Company’s results calculated in accordance with GAAP. In addition, because not all companies use identical calculations, the Company’s presentation of non-GAAP measures in this press release may not be comparable to similarly titled measures disclosed by other companies, including other REITs.

Forward-Looking Statements

This press release contains statements about future events and expectations that constitute forward-looking statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans, taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on such statements. Factors that could contribute to these differences include the following: rising inflationary pressures, increased interest rates and operating costs; labor and power costs; labor shortages; our relationship with our associates, the occurrence of any work stoppages or any disputes under our collective bargaining agreements and employment related litigation; the impact of supply chain disruptions; risks related to rising construction costs; risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof; uncertainty of revenues, given the nature of our customer contracts; acquisition risks, including the failure to identify or complete attractive acquisitions or failure to realize the intended benefits from our recent acquisitions; difficulties in expanding our operations into new markets; uncertainties and risks related to public health crises; a failure of our information technology systems, systems conversions and integrations, cybersecurity attacks or a breach of our information security systems, networks or processes; risks related to implementation of the new ERP system, defaults or non-renewals of significant customer contracts; risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations; changes in applicable governmental regulations and tax legislation; risks related to current and potential international operations and properties; actions by our competitors and their increasing ability to compete with us; changes in foreign currency exchange rates; the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with our use of third-party trucking service providers to provide transportation services to our customers; liabilities as a result of our participation in multi-employer pension plans; risks related to the partial ownership of properties, including our JV investments; risks related to natural disasters; adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry; changes in real estate and zoning laws and increases in real property tax rates; general economic conditions; risks associated with the ownership of real estate generally and temperature-controlled warehouses in particular; possible environmental liabilities; uninsured losses or losses in excess of our insurance coverage; financial market fluctuations; our failure to obtain necessary outside financing on attractive terms, or at all; risks related to, or restrictions contained in, our debt financings; decreased storage rates or increased vacancy rates; the potential dilutive effect of our common stock offerings, including our ongoing at the market program; the cost and time requirements as a result of our operation as a publicly traded REIT; and our failure to maintain our status as a REIT.

Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,” “goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,” “assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements may contain such words. Examples of forward-looking statements included in this press release include those regarding our 2024 outlook and our migration of our customers to fixed commitment storage contracts. We qualify any forward-looking statements entirely by these cautionary factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and other reports filed with the Securities and Exchange Commission, could cause our actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future except to the extent required by law.

Contacts:

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

Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except shares and per share amounts)
	September 30, 2024				December 31, 2023
Assets
Property, buildings, and equipment:
Land	$	825,965			$	820,831
Buildings and improvements		4,488,472				4,464,359
Machinery and equipment		1,593,267				1,565,431
Assets under construction		593,515				452,312
		7,501,219				7,302,933
Accumulated depreciation		(2,413,063	)			(2,196,196	)
Property, buildings, and equipment – net		5,088,156				5,106,737
Operating leases - net		224,866				247,302
Financing leases - net		98,595				105,164
Cash, cash equivalents, and restricted cash		61,271				60,392
Accounts receivable – net of allowance of $22,222 and $21,647 at September 30, 2024 and December 31, 2023, respectively		460,310				426,048
Identifiable intangible assets – net		874,105				897,414
Goodwill		792,786				794,004
Investments in and advances to partially owned entities		43,470				38,113
Other assets		241,690				194,078
Total assets	$	7,885,249			$	7,869,252
Liabilities and equity
Liabilities:
Borrowings under revolving line of credit	$	268,508			$	392,156
Accounts payable and accrued expenses		567,356				568,764
Senior unsecured notes and term loans – net of deferred financing costs of $14,568 and $10,578, in the aggregate, at September 30, 2024 and December 31, 2023, respectively		3,100,441				2,601,122
Sale-leaseback financing obligations		80,326				161,937
Financing lease obligations		88,869				97,177
Operating lease obligations		220,796				240,251
Unearned revenue		26,350				28,379
Deferred tax liability - net		130,924				135,797
Other liabilities		8,728				9,082
Total liabilities		4,492,298				4,234,665
Equity
Stockholders' equity
Common stock, $0.01 par value per share – 500,000,000 authorized shares; 284,079,137 and 283,699,120 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		2,842				2,837
Paid-in capital		5,642,286				5,625,907
Accumulated deficit and distributions in excess of net earnings		(2,242,604	)			(1,995,975	)
Accumulated other comprehensive income (loss)		(32,786	)			(16,640	)
Total stockholders’ equity		3,369,738				3,616,129
Noncontrolling interests		23,213				18,458
Total equity		3,392,951				3,634,587
Total liabilities and equity	$	7,885,249			$	7,869,252

Americold Realty Trust, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
	Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Revenues:
Rent, storage, and warehouse services	$	612,181			$	602,605			$	1,810,278			$	1,778,827
Transportation services		51,764				55,642				159,254				181,792
Third-party managed services		10,226				9,692				30,574				33,419
Total revenues		674,171				667,939				2,000,106				1,994,038
Operating expenses:
Rent, storage, and warehouse services cost of operations		413,557				424,773				1,209,992				1,253,326
Transportation services cost of operations		43,323				45,983				130,441				150,664
Third-party managed services cost of operations		8,073				8,063				24,136				29,311
Depreciation and amortization		89,362				89,728				271,106				259,644
Selling, general, and administrative		63,663				52,383				188,542				169,023
Acquisition, cyber incident, and other, net		26,014				13,931				44,025				48,313
Loss (gain) from sale of real estate		—				78				(3,514	)			(2,259	)
Total operating expenses		643,992				634,939				1,864,728				1,908,022
Operating income		30,179				33,000				135,378				86,016
Other income (expense):
Interest expense		(34,255	)			(35,572	)			(100,865	)			(106,426	)
Loss on debt extinguishment and termination of derivative instruments		(218	)			(683	)			(116,082	)			(1,855	)
Loss from investments in partially owned entities		(1,037	)			(259	)			(3,020	)			(1,616	)
Loss on put option		—				—				—				(56,576	)
Impairment of related party loan receivable		—				—				—				(21,972	)
Other, net		770				723				24,919				1,741
Loss from continuing operations before income taxes		(4,561	)			(2,791	)			(59,670	)			(100,688	)
Income tax (expense) benefit:
Current income tax		(1,936	)			(1,981	)			(5,168	)			(5,881	)
Deferred income tax		2,764				2,473				6,498				7,553
Total income tax benefit		828				492				1,330				1,672
Net loss:
Net loss from continuing operations		(3,733	)			(2,299	)			(58,340	)			(99,016	)
Gain (loss) from discontinued operations, net of tax		—				203				—				(10,453	)
Net loss	$	(3,733	)		$	(2,096	)		$	(58,340	)		$	(109,469	)
Net loss attributable to noncontrolling interests		(4	)			(8	)			(242	)			(95	)
Net loss attributable to Americold Realty Trust, Inc.	$	(3,729	)		$	(2,088	)		$	(58,098	)		$	(109,374	)
Weighted average common stock outstanding – basic		284,861				278,137				284,729				273,217
Weighted average common stock outstanding – diluted		284,861				278,137				284,729				273,217
Net loss per common share from continuing operations - basic	$	(0.01	)		$	(0.01	)		$	(0.20	)		$	(0.36	)
Net loss per common share from discontinued operations - basic		—				—				—				(0.04	)
Basic loss per share	$	(0.01	)		$	(0.01	)		$	(0.20	)		$	(0.40	)
Net loss per common share from continuing operations - diluted	$	(0.01	)		$	(0.01	)		$	(0.20	)		$	(0.36	)
Net loss per common share from discontinued operations - diluted		—				—				—				(0.04	)
Diluted loss per share	$	(0.01	)		$	(0.01	)		$	(0.20	)		$	(0.40	)

Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and Adjusted FFO
(In thousands, except per share amounts)
	Three Months Ended																YTD
	Q3 24			Q2 24			Q1 24			Q4 23			Q3 23					2024
Net (loss) income	$	(3,733	)	$	(64,409	)	$	9,802		$	(226,800	)	$	(2,096	)		$	(58,340	)
Adjustments:
Real estate related depreciation		56,083			56,410			56,275			57,183			56,373				168,768
(Gain) loss from sale of real estate		—			—			(3,514	)		5			78				(3,514	)
Impairment charges on certain real estate assets		2,953			—			—			—			—				2,953
Net loss (gain) on real estate related asset disposals		(27	)		53			40			260			(25	)			66
Our share of reconciling items related to partially owned entities		264			418			148			280			290				830
NAREIT FFO	$	55,540		$	(7,528	)	$	62,751		$	(169,072	)	$	54,620			$	110,763
Adjustments:
Net (gain) loss on sale of non-real assets		(443	)		(548	)		(20	)		3,312			(296	)			(1,011	)
Acquisition, cyber incident, and other, net		26,014			3,013			14,998			15,774			13,931				44,025
Goodwill impairment		—			—			—			236,515			—				—
Loss on debt extinguishment and termination of derivative instruments		218			110,682			5,182			627			683				116,082
Foreign currency exchange (gain) loss		349			(11,321	)		373			(28	)		705				(10,599	)
Gain on legal settlement related to prior period operations		—			—			(6,104	)		(2,180	)		—				(6,104	)
Project Orion deferred costs amortization		1,810			581			—			—			—				2,391
Our share of reconciling items related to partially owned entities		409			144			136			(184	)		147				689
Net gain from discontinued operations		—			—			—			—			(203	)			—
Core FFO	$	83,897		$	95,023		$	77,316		$	84,764		$	69,587			$	256,236
Adjustments:
Amortization of deferred financing costs and pension withdrawal liability		1,301			1,294			1,289			1,290			1,286				3,884
Amortization of below/above market leases		363			360			368			360			369				1,091
Straight-line rental expense adjustment		321			367			589			597			544				1,277
Deferred income tax (benefit) expense		(2,764	)		(4,353	)		619			(3,228	)		(2,473	)			(6,498	)
Stock-based compensation expense(b)		6,256			6,064			6,619			5,780			6,203				18,939
Non-real estate depreciation and amortization		33,279			33,239			35,820			36,916			33,355				102,338
Maintenance capital expenditures(a)		(22,590	)		(22,832	)		(17,933	)		(18,670	)		(20,907	)			(63,355	)
Our share of reconciling items related to partially owned entities		74			235			226			208			198				535
Adjusted FFO	$	100,137		$	109,397		$	104,913		$	108,017		$	88,162			$	314,447

Reconciliation of Net (Loss) Income to NAREIT FFO, Core FFO, and Adjusted FFO (continued)
(In thousands except per share amounts)
	Three Months Ended													YTD
	Q3 24		Q2 24			Q1 24		Q4 23			Q3 23				2024
NAREIT FFO	$	55,540	$	(7,528	)	$	62,751	$	(169,072	)	$	54,620		$	110,763
Core FFO	$	83,897	$	95,023		$	77,316	$	84,764		$	69,587		$	256,236
AFFO	$	100,137	$	109,397		$	104,913	$	108,017		$	88,162		$	314,447
Reconciliation of weighted average shares:
Weighted average basic shares for net income calculation		284,861		284,683			284,644		284,263			278,137			284,729
Dilutive stock options and unvested restricted stock units		617		327			234		502			519			393
Weighted average dilutive shares		285,478		285,010			284,878		284,765			278,656			285,122
NAREIT FFO - basic per share	$	0.19	$	(0.03	)	$	0.22	$	(0.59	)	$	0.20		$	0.39
NAREIT FFO - diluted per share	$	0.19	$	(0.03	)	$	0.22	$	(0.59	)	$	0.20		$	0.39
Core FFO - basic per share	$	0.29	$	0.33		$	0.27	$	0.30		$	0.25		$	0.90
Core FFO - diluted per share	$	0.29	$	0.33		$	0.27	$	0.30		$	0.25		$	0.90
Adjusted FFO - basic per share	$	0.35	$	0.38		$	0.37	$	0.38		$	0.32		$	1.10
Adjusted FFO - diluted per share	$	0.35	$	0.38		$	0.37	$	0.38		$	0.32		$	1.10

(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)   Stock-based compensation expense excludes the stock compensation expense associated with employee awards granted in conjunction with Project Orion, which are recognized within Acquisition, cyber incident, and other, net.

Reconciliation of Net (Loss) Income to NAREIT EBITDAre, and Core EBITDA
(In thousands)
	Three Months Ended																TrailingTwelveMonthsEnded
	Q3 24			Q2 24			Q1 24			Q4 23			Q3 23				Q3 24
Net (loss) income	$	(3,733	)	$	(64,409	)	$	9,802		$	(226,800	)	$	(2,096	)		$	(285,140	)
Adjustments:
Depreciation and amortization		89,362			89,649			92,095			94,099			89,728				365,205
Interest expense		34,255			33,180			33,430			33,681			35,572				134,546
Income tax (benefit) expense		(828	)		(2,496	)		1,994			(601	)		(492	)			(1,931	)
(Gain) loss from sale of real estate		—			—			(3,514	)		5			78				(3,509	)
Adjustment to reflect share of EBITDAre of partially owned entities		1,458			1,520			1,470			1,533			1,495				5,981
NAREIT EBITDAre	$	120,514		$	57,444		$	135,277		$	(98,083	)	$	124,285			$	215,152
Adjustments:
Acquisition, cyber incident, and other, net		26,014			3,013			14,998			15,774			13,931				59,799
Loss (gain) from investments in partially owned entities		1,037			1,034			949			(174	)		259				2,846
Impairment of indefinite and long-lived assets		2,953			—			—			236,515			—				239,468
Foreign currency exchange (gain) loss		349			(11,321	)		373			(28	)		705				(10,627	)
Stock-based compensation expense(a)		6,256			6,064			6,619			5,780			6,203				24,719
Loss on debt extinguishment and termination of derivative instruments		218			110,682			5,182			627			683				116,709
(Gain) loss on other asset disposals		(470	)		(495	)		20			3,572			(321	)			2,627
Gain on legal settlement related to prior period operations		—			—			(6,104	)		(2,180	)		—				(8,284	)
Project Orion deferred costs amortization		1,810			581			—			—			—				2,391
Reduction in EBITDAre from partially owned entities		(1,458	)		(1,520	)		(1,470	)		(1,533	)		(1,495	)			(5,981	)
Net gain from discontinued operations		—			—			—			—			(203	)			—
Core EBITDA	$	157,223		$	165,482		$	155,844		$	160,270		$	144,047			$	638,819
Total revenue	$	674,171		$	660,955		$	664,980		$	679,291		$	667,939			$	2,679,397
Core EBITDA margin		23.3	%		25.0	%		23.4	%		23.6	%		21.6	%			23.8	%

(a)   Stock-based compensation expense excludes the stock compensation expense associated with employee awards granted in conjunction with Project Orion, which are recognized within Acquisition, cyber incident, and other, net.

Revenue and Contribution (NOI) by Segment
(in thousands)
	Three Months EndedSeptember 30,								Nine Months EndedSeptember 30,
		2024				2023				2024				2023
Segment revenues:
Warehouse	$	612,181			$	602,605			$	1,810,278			$	1,778,827
Transportation		51,764				55,642				159,254				181,792
Third-party managed		10,226				9,692				30,574				33,419
Total revenues		674,171				667,939				2,000,106				1,994,038
Segment contribution:
Warehouse		198,624				177,832				600,286				525,501
Transportation		8,441				9,659				28,813				31,128
Third-party managed		2,153				1,629				6,438				4,108
Total segment contribution		209,218				189,120				635,537				560,737
Reconciling items:
Depreciation and amortization expense		(89,362	)			(89,728	)			(271,106	)			(259,644	)
Selling, general, and administrative expense		(63,663	)			(52,383	)			(188,542	)			(169,023	)
Acquisition, cyber incident, and other, net expense		(26,014	)			(13,931	)			(44,025	)			(48,313	)
(Loss) gain from sale of real estate		—				(78	)			3,514				2,259
Interest expense		(34,255	)			(35,572	)			(100,865	)			(106,426	)
Impairment of related party loan receivable		—				—				—				(21,972	)
Loss on put option		—				—				—				(56,576	)
Loss on debt extinguishment and termination of derivative instruments		(218	)			(683	)			(116,082	)			(1,855	)
Loss from investments in partially owned entities		(1,037	)			(259	)			(3,020	)			(1,616	)
Other, net		770				723				24,919				1,741
Loss from continuing operations before income taxes	$	(4,561	)		$	(2,791	)		$	(59,670	)		$	(100,688	)

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

In our transportation segment, we broker and manage transportation of frozen and perishable food and other products for our customers. Our transportation services include consolidation services (i.e., consolidating a customer’s products with those of other customers for more efficient shipment), freight under management services (i.e., arranging for and overseeing transportation of customer inventory) and dedicated transportation services, each designed to improve efficiency and reduce transportation and logistics costs to our customers. We provide these transportation services at cost plus a service fee or, in the case of our consolidation or dedicated services, we may charge a fixed fee. We supplemented our regional, national and truckload consolidation services with the transportation operations from various warehouse acquisitions. We also provide multi-modal global freight forwarding services to support our customers’ needs in certain markets.

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

Notes and Definitions

We use the following non-GAAP financial measures as supplemental performance measures of our business: NAREIT FFO, Core FFO, Adjusted FFO, NAREIT EBITDAre, Core EBITDA, Core EBITDA margin, net debt to pro-forma Core EBITDA, segment contribution (‘NOI”) and margin, same store revenue and NOI, and maintenance capital expenditures.

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 and other assets, plus specified non-cash items, such as real estate asset depreciation and amortization, impairment charge on real estate related assets, and our share of reconciling items for partially owned entities. We believe that FFO is helpful to investors as a supplemental performance measure because it excludes the effect of depreciation, amortization and gains or losses from sales of real estate or real estate related assets, 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 NAREIT FFO adjusted for the effects of Net (gain) loss on sale of non-real assets; Acquisition, cyber incident, and other, net; Goodwill impairment; Loss on debt extinguishment and termination of derivative instruments; Foreign currency exchange (gain) loss; Gain on legal settlement related to prior period operations; Project Orion deferred costs amortization; Our share of reconciling items related to partially owned entities; Net gain from discontinued operations.. 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 NAREIT 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 NAREIT FFO and Core FFO measures of our performance may be limited.

We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of Amortization of deferred financing costs and pension withdrawal liability; Amortization of below/above market leases; Straight-line rental expense adjustment; Deferred income tax (benefit) expense; Stock-based compensation expense; Non-real estate depreciation and amortization; Maintenance capital expenditures; and Our share of reconciling items related to 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 quarterly and annual reports. FFO, Core FFO and Adjusted FFO should be considered as supplements, but not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance. Moreover, other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned metrics, in a manner different than we do. The table above reconciles FFO, Core FFO and Adjusted FFO to net (loss) income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.

We calculate EBITDA for Real Estate, or EBITDAre, in accordance with the standards established by the Board of Governors of NAREIT, defined as, Net (loss) income before Depreciation and amortization; Interest expense; Income tax (benefit) expense; (Gain) loss from sale of real estate; and Adjustment to reflect share of EBITDAre of partially owned entities. EBITDAre is a measure commonly used in our industry, and we present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful life of related assets among otherwise comparable companies.

We also calculate our Core EBITDA as EBITDAre further adjusted for Acquisition, cyber incident, and other, net; Loss (gain) from investments in partially owned entities; Impairment of indefinite and long-lived assets; Foreign currency exchange (gain) loss; Stock-based compensation expense; Loss on debt extinguishment and termination of derivative instruments; (Gain) loss on other asset disposals; Gain on legal settlement related to prior period operations; Project Orion deferred costs amortization; Reduction in EBITDAre from partially owned entities; and Net gain from discontinued operations. We believe that the presentation of Core EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items that are otherwise included in EBITDAre but which we do not believe are indicative of our core business operations. We calculate Core EBITDA margin as Core EBITDA divided by revenues. EBITDAre and Core EBITDA are not measurements of financial performance under U.S. GAAP, and our EBITDAre and Core EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Core EBITDA as alternatives to net income or cash flows from operating activities determined in accordance with U.S. GAAP. Our calculations of EBITDAre and Core EBITDA have limitations as analytical tools, including:

NOI is calculated as earnings before interest expense, taxes, depreciation and amortization, and excluding corporate Selling, general, and administrative expense; Acquisition, cyber incident, and other, net; Impairment of indefinite and long-lived assets; gain or loss on sale of real estate and all components of non-operating other income and expense. Management believes that this is a helpful metric to measure period to period operating performance of the business.

• 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 the following non-GAAP financial measures as supplemental performance measures of our business: NAREIT FFO, Core FFO, Adjusted FFO, NAREIT EBITDAre, Core EBITDA, Core EBITDA margin, net debt to pro-forma Core EBITDA, contribution (‘NOI”) and margin, same store revenue and NOI, total real estate debt, total debt outstanding and maintenance capital expenditures.

Net debt to proforma Core EBITDA is calculated using total debt, plus deferred financing costs, less cash and cash equivalents, divided by pro-forma Core EBITDA. We calculate pro-forma Core EBITDA as Core EBITDA further adjusted for acquisitions, dispositions and for rent expense associated with lease buy-outs and lease exits. The pro-forma adjustment for acquisitions reflects the Core EBITDA for the period of time prior to acquisition. The pro-forma adjustment for leased facilities exited or purchased reflects the add-back for the related lease expense from the last year. The pro-forma adjustment for dispositions reduces Core EBITDA for the earnings of facilities disposed of or exited during the year, including the strategic exit of certain third-party managed business.

We define our “same store” population once annually at the beginning of the current calendar year. Our population includes properties owned or leased for the entirety of two comparable periods with at least twelve consecutive months of normalized operations prior to January 1 of the current calendar year. We define “normalized operations” as properties that have been open for operation or lease, after development, expansion, or significant modification (e.g., rehabilitation subsequent to a natural disaster). Acquired properties are included in the “same store” population if owned by us as of the first business day of the prior calendar year (e.g. January 1, 2023) and are still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that are being exited (e.g. non-renewal of warehouse lease or held for sale to third parties), were sold, or entered development subsequent to the beginning of the current calendar year. Beginning January of 2024, changes in ownership structure (e.g., purchase of a previously leased warehouse) no longer results in a facility being excluded from the same store population, as management believes that actively managing its real estate is normal course of operations. Additionally, management began to classify new developments (both conventional and automated facilities) as a component of the same store pool once the facility is considered fully operational and both inbounding and outbounding product for at least twelve consecutive months prior to January 1 of the current calendar year.

We calculate “same store revenue” as revenues for the same store population. We calculate “same store contribution (NOI)” as revenues for the same store population less its cost of operations (excluding any depreciation and amortization, impairment charges, corporate-level selling, general and administrative expenses, corporate-level acquisition, cyber incident and other, net and gain or loss on sale of real estate). In order to derive an appropriate measure of period-to-period operating performance, we also calculate our same store contribution (NOI) on a constant currency basis to remove the effects of foreign currency exchange rate movements by using the comparable prior period exchange rate to translate from local currency into U.S. dollars for both periods. We evaluate the performance of the warehouses we own or lease using a “same store” analysis, and we believe that same store contribution (NOI) is helpful to investors as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period to period and also on a constant currency basis, thereby eliminating the effects of changes in the composition of our warehouse portfolio and currency fluctuations on performance measures. Same store contribution (NOI) is not a measurement of financial performance under U.S. GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same store or calculate same store contribution (NOI) in a manner consistent with our definition or calculation. Same store contribution (NOI) should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP.

We define “maintenance capital expenditures” as capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology. Maintenance capital expenditures include capital expenditures made to extend the life of, and provide future economic benefit from, our existing temperature-controlled warehouse network and its existing supporting personal property and information technology. Maintenance capital expenditures do not include acquisition costs contemplated when underwriting the purchase of a building or costs which are incurred to bring a building up to Americold’s operating standards.

We define “total real estate debt” as the aggregate of the following: mortgage notes, senior unsecured notes, term loans and borrowings under our revolving line of credit. We define “total debt outstanding” as the aggregate of the following: total real estate debt, sale-leaseback financing obligations and financing lease obligations.

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