Americold Realty Trust Announces Third Quarter 2020 Results

ATLANTA--(BUSINESS WIRE)--Americold Realty Trust (NYSE: COLD) (the “Company”), the world’s largest publicly traded REIT focused on the ownership, operation, acquisition and development of temperature-controlled warehouses, today announced financial and operating results for the third quarter ended September 30, 2020.

Fred Boehler, President and Chief Executive Officer of Americold Realty Trust, stated, “Our third quarter results demonstrate the ongoing stability of our temperature controlled warehouse business. We delivered total company revenue growth and NOI growth of 6.7% and 12.1%, respectively, driven by our acquisition activity and continued organic growth. We continue to benefit from our market share, as well as the diversity of our portfolio as measured by geography, customer, commodity, sector, facility type and node in the supply chain. Within our warehouse segment, for the quarter we delivered same store revenue and NOI growth of 1.2% and 7.9% and on a year to date basis same store revenue and NOI growth of 3.6% and 6.5%, all on a constant currency basis.”

Mr. Boehler continued, “We continue to position Americold for long-term growth and we are very pleased with our recent acquisitions in Dallas and Tampa, the progress of our active development projects, and our continued ramp-up toward stabilization at recently delivered facilities. Our strategic growth continued subsequent to quarter end. In October we signed a definitive agreement to acquire Agro Merchants Group, the fourth largest temperature-controlled warehouse company globally and the third largest in Europe, for $1.74 billion in cash and common stock. This strategic acquisition enhances our global market position, establishes our presence in Europe with a leading operator, adds complementary assets in the United States, South America and Australia, and provides attractive long term growth and synergy opportunities. Additionally, we completed the acquisition of Halls Warehouse Corporation for $480 million with eight facilities located near the Port of Newark, New Jersey. We also announced two expansion projects which will start during the fourth quarter of 2020, including a build-to-suit expansion in Arkansas for a top tier customer and an expansion of our Calgary facility, which was acquired earlier in the year with the Nova Cold acquisition.

These growth initiatives will be financed with a combination of proceeds from recent equity offerings and debt private placements. The debt private placement consists of €750 million senior unsecured notes, priced at an attractive weighted average coupon of 1.63% and duration of 11 years. We expect to close this private placement concurrent with the closing of the Agro acquisition. In summary, we believe these strategic initiatives will favorably contribute to our long-term growth as we remain focused on our core mission to support our customers as an integral part of the global food supply chain, and will result in shareholder value creation over time.”

Third Quarter 2020 Highlights

• Total revenue increased 6.7% to $497.5 million
• Total NOI increased 12.1% to $135.3 million.
• Core EBITDA increased 11.5% to $104.1 million.
• Net income of $12.4 million, or $0.06 per diluted common share.
• Core FFO of $58.6 million, or $0.28 per diluted common share.
• AFFO of $62.7 million, or $0.30 per diluted common share.
• Global Warehouse segment revenue increased 6.1% to $388.0 million.
• Global Warehouse segment NOI increased 12.7% to $127.8 million.
• Global Warehouse segment same store revenue increased 1.6%, or 1.2% on a constant currency basis, same store segment NOI increased by 8.1%, or increased by 7.9% on a constant currency basis.
• Completed the acquisitions of two previously leased facilities in New Zealand for $8.1 million, AM-C Warehouses for $85.0 million and Caspers Cold Storage for $25.5 million.
• Completed the disposition of our Quarry segment assets for $9.0 million on July 1, 2020.
• Under its 2020 ATM Equity Program, the Company entered into forward sale agreements to sell 3,873,550 common shares for gross proceeds of $145.0 million.

Year to Date 2020 Highlights

• Total revenue increased 12.8% to $1,464.0 million.
• Total NOI increased 17.2% to 399.1 million.
• Core EBITDA increased 19.6% to $308.7 million, or 20.3% on a constant currency basis.
• Net income of $68.5 million, or $0.33 per diluted common share.
• Core FFO of $173.8 million, or $0.84 per diluted common share.
• AFFO of $191.0 million, or $0.93 per diluted common share.
• Global Warehouse segment revenue increased 14.9% to $1,141.5 million.
• Global Warehouse segment NOI increased 17.8% to $374.7 million.
• Global Warehouse segment same store revenue increased 2.7%, or 3.6% on a constant currency basis, same store segment NOI increased 5.8%, or 6.5% on a constant currency basis.

Subsequent Event Highlights

• Entered into a definitive agreement to acquire Agro Merchants Group, the fourth largest global cold-storage operator, for $1.74 billion, expected to close late 2020 or early 2021.
• On October 15, 2020, the Company completed an underwritten registered public offering pursuant to forward sale agreements in which the forward purchasers borrowed and sold to the underwriters in the public offering 31,900,000 common shares (excluding 4,785,000 common shares that may be issued in connection with the underwriters’ exercise of their option to purchase additional common shares) at $38.00 per share.
• Priced a €750 million dollar unsecured debt private placement, which is equivalent to $877 million US dollars. The debt consists of a €400 million tranche with a coupon of 1.62% and a maturity date of January 2031, plus a €350 million tranche with a coupon of 1.65% and a maturity date of January 2033. The notes are expected to close and fund concurrently with the closing of the Agro acquisition.
• Completed the Halls acquisition, an eight facility operator in New Jersey, for $480 million on November 2, 2020.
• Announced the expansion of our Russellville, Arkansas facility for $84 million to create a highly-automated build for one of our top tier customers, Conagra. The construction is expected to begin late during the fourth quarter, with targeted completion by the fourth quarter of 2022.
• Announced the expansion of our Calgary, Canada facility for $11 million for conventional, multi-tenant use. The construction is expected to begin immediately, with targeted completion by the fourth quarter of 2021.

Third Quarter 2020 Total Company Financial Results

Total revenue for the third quarter of 2020 was $497.5 million, a 6.7% increase from the same quarter of the prior year. This growth was driven by the incremental revenue from accretive acquisitions, recently completed development projects, revenue in our Managed segment driven by higher pass through of costs due to elevated retail volumes and same store revenue growth.

For the third quarter of 2020, the Company reported net income of $12.4 million, or $0.06 per diluted share, compared to net income of $27.1 million, or $0.14 per diluted share, for the same quarter of the prior year.

Total NOI for the third quarter of 2020 was $135.3 million, an increase of 12.1% from the same quarter of the prior year.

Core EBITDA was $104.1 million for the third quarter of 2020, compared to $93.4 million for the same quarter of the prior year. This reflects an 11.5% increase over prior year on an actual and constant currency basis, driven primarily from acquisition contribution, organic growth in our core business, and higher health insurance costs in the prior comparable period. These increases were partially offset by the incremental costs incurred in response to COVID-19 and higher SG&A.

For the third quarter of 2020, Core FFO was $58.6 million, or $0.28 per diluted share, compared to $59.1 million, or $0.30 per diluted share, for same quarter of the prior year.

For the third quarter of 2020, AFFO was $62.7 million, or $0.30 per diluted share, compared to $52.4 million, or $0.27 per diluted share, for the same quarter of the prior year.

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

Third Quarter 2020 Global Warehouse Segment Results

For the third quarter of 2020, Global Warehouse segment revenue was $388.0 million, an increase of $22.4 million, or 6.1%, compared to $365.6 million for the third quarter of 2019. This growth was driven by the recently completed acquisitions and development projects, paired with contractual rate escalations, partially offset by lower throughput associated with the protein and food service sectors.

Warehouse segment NOI was $127.8 million for the third quarter of 2020, an increase of 12.7%. Global Warehouse segment margin was 32.9% for the third quarter of 2020, an 190 basis point increase compared to the same quarter of the prior year. The year-over-year growth in segment NOI was driven by the previously mentioned revenue trends. The Company continues to incur incremental expenses to address the risks and challenges of COVID-19. These incremental COVID-19 expenses include higher sanitation costs of $0.9 million and higher personal protective equipment (“PPE”) costs of $0.3 million. The Company has experienced certain inefficiencies due to social distancing, staggered schedules, and other changes to processes, all of which it expects to incur going forward. The Company expects to recover these costs through ongoing revenue as it signs new business and renews existing business. The Company’s results include the impact of these items. Additionally, the growth is reflective of the higher health insurance costs and Rochelle start up costs, both incurred in the prior comparable period.

The following tables summarize the global warehouse and same store financial results and metrics for the three and nine months ended September 30, 2020 and 2019:

	Three Months Ended September 30,								Change
Dollars in thousands	2020 actual			2020 constant currency^(1)		2019 actual			Actual		Constant currency
TOTAL WAREHOUSE SEGMENT
Number of total warehouses	175					165			n/a		n/a
Global Warehouse revenue:
Rent and storage	$	166,355		$	166,641	$	155,998		6.6	%	6.8%
Warehouse services	221,669			220,414		209,595			5.8	%	5.2%
Total revenue	$	388,024		$	387,055	$	365,593		6.1	%	5.9%
Global Warehouse contribution (NOI)	$	127,756		$	127,596	$	113,408		12.7	%	12.5%
Global Warehouse margin	32.9		%	33.0%		31.0		%	190 bps		195 bps
Units in thousands except per pallet data
Global Warehouse rent and storage metrics:
Average economic occupied pallets	3,144			n/a		2,999			4.8	%	n/a
Average physical occupied pallets	2,849			n/a		2,857			(0.3)	%	n/a
Average physical pallet positions	4,074			n/a		3,792			7.4	%	n/a
Economic occupancy percentage	77.2		%	n/a		79.1		%	-190 bps		n/a
Physical occupancy percentage	69.9		%	n/a		75.3		%	-542 bps		n/a
Total rent and storage revenue per economic occupied pallet	$	52.91		$	53.00	$	52.02		1.7	%	1.9%
Total rent and storage revenue per physical occupied pallet	$	58.40		$	58.50	$	54.60		7.0	%	7.1%
Global Warehouse services metrics:
Throughput pallets	7,918			n/a		7,975			(0.7)	%	n/a
Total warehouse services revenue per throughput pallet	$	27.99		$	27.84	$	26.28		6.5	%	5.9%
SAME STORE WAREHOUSE
Number of same store warehouses	135					135			n/a		n/a
Global Warehouse same store revenue:
Rent and storage	$	127,551		$	127,816	$	125,824		1.4	%	1.6%
Warehouse services	169,514			168,233		166,639			1.7	%	1.0%
Total same store revenue	$	297,065		$	296,049	$	292,463		1.6	%	1.2%
Global Warehouse same store contribution (NOI)	$	99,710		$	99,514	$	92,199		8.1	%	7.9%
Global Warehouse same store margin	33.6		%	33.6%		31.5		%	204 bps		209 bps
Units in thousands except per pallet data
Global Warehouse same store rent and storage metrics:
Average economic occupied pallets	2,381			n/a		2,382			—	%	n/a
Average physical occupied pallets	2,130			n/a		2,261			(5.8)	%	n/a
Average physical pallet positions	3,030			n/a		3,027			0.1	%	n/a
Economic occupancy percentage	78.6		%	n/a		78.7		%	-13 bps		n/a
Physical occupancy percentage	70.3		%	n/a		74.7		%	-442 bps		n/a
Same store rent and storage revenue per economic occupied pallet	$	53.58		$	53.69	$	52.82		1.4	%	1.6%
Same store rent and storage revenue per physical occupied pallet	$	59.89		$	60.02	$	55.64		7.6	%	7.9%
Global Warehouse same store services metrics:
Throughput pallets	6,286			n/a		6,538			(3.9)	%	n/a
Same store warehouse services revenue per throughput pallet	$	26.97		$	26.76	$	25.49		5.8	%	5.0%

	Three Months Ended September 30,								Change
Dollars in thousands	2020 actual			2020 constant currency^(1)		2019 actual			Actual		Constant currency
NON-SAME STORE WAREHOUSE
Number of non-same store warehouses	40					30			n/a		n/a
Global Warehouse non-same store revenue:
Rent and storage	$	38,804		$	38,825	$	30,174		28.6	%	28.7%
Warehouse services	52,155			52,181		42,956			21.4	%	21.5%
Total non-same store revenue	$	90,959		$	91,006	$	73,130		24.4	%	24.4%
Global Warehouse non-same store contribution (NOI)	$	28,046		$	28,082	$	21,209		32.2	%	32.4%
Global Warehouse non-same store margin	30.8		%	30.9%		29.0		%	183 bps		186 bps
Units in thousands except per pallet data
Global Warehouse non-same store rent and storage metrics:
Average economic occupied pallets	763			n/a		616			23.9	%	n/a
Average physical occupied pallets	719			n/a		596			20.7	%	n/a
Average physical pallet positions	1,044			n/a		765			36.5	%	n/a
Economic occupancy percentage	73.1		%	n/a		80.6		%	-747 bps		n/a
Physical occupancy percentage	68.9		%	n/a		77.9		%	-901 bps		n/a
Non-same store rent and storage revenue per economic occupied pallet	$	50.83		$	50.86	$	48.95		3.8	%	3.9%
Non-same store rent and storage revenue per physical occupied pallet	$	53.98		$	54.01	$	50.66		6.6	%	6.6%
Global Warehouse non-same store services metrics:
Throughput pallets	1,633			n/a		1,437			13.6	%	n/a
Non-same store warehouse services revenue per throughput pallet	$	31.94		$	31.96	$	29.89		6.9	%	6.9%

	Nine Months Ended September 30,								Change
Dollars in thousands	2020 actual			2020 constant currency^(1)		2019 actual			Actual		Constant currency
TOTAL WAREHOUSE SEGMENT
Number of total warehouses	175					165			n/a		n/a
Global Warehouse revenue:
Rent and storage	$	492,328		$	496,019	$	424,403		16.0	%	16.9%
Warehouse services	649,175			654,138		569,036			14.1	%	15.0%
Total revenue	$	1,141,503		$	1,150,157	$	993,439		14.9	%	15.8%
Global Warehouse contribution (NOI)	$	374,661		$	376,952	$	318,044		17.8	%	18.5%
Global Warehouse margin	32.8		%	32.8%		32.0		%	81 bps		76 bps
Units in thousands except per pallet data
Global Warehouse rent and storage metrics:
Average economic occupied pallets	3,188			n/a		2,759			15.5	%	n/a
Average physical occupied pallets	2,930			n/a		2,622			11.7	%	n/a
Average physical pallet positions	4,043			n/a		3,528			14.6	%	n/a
Economic occupancy percentage	78.9		%	n/a		78.2		%	66 bps		n/a
Physical occupancy percentage	72.5		%	n/a		74.3		%	-188 bps		n/a
Total rent and storage revenue per economic occupied pallet	$	154.41		$	155.57	$	153.84		0.4	%	1.1%
Total rent and storage revenue per physical occupied pallet	$	168.06		$	169.32	$	161.84		3.8	%	4.6%
Global Warehouse services metrics:
Throughput pallets	23,834			n/a		21,862			9.0	%	n/a
Total warehouse services revenue per throughput pallet	$	27.24		$	27.45	$	26.03		4.6	%	5.5%
SAME STORE WAREHOUSE
Number of same store warehouses	135					135			n/a		n/a
Global Warehouse same store revenue:
Rent and storage	$	378,390		$	381,754	$	365,551		3.5	%	4.4%
Warehouse services	495,785			500,499		485,737			2.1	%	3.0%
Total same store revenue	$	874,175		$	882,253	$	851,288		2.7	%	3.6%
Global Warehouse same store contribution (NOI)	$	290,221		$	292,287	$	274,391		5.8	%	6.5%
Global Warehouse same store margin	33.2		%	33.1%		32.2		%	97 bps		90 bps
Units in thousands except per pallet data
Global Warehouse same store rent and storage metrics:
Average economic occupied pallets	2,417			n/a		2,355			2.6	%	n/a
Average physical occupied pallets	2,190			n/a		2,232			(1.9)	%	n/a
Average physical pallet positions	3,028			n/a		3,027			—	%	n/a
Economic occupancy percentage	79.8		%	n/a		77.8		%	201 bps		n/a
Physical occupancy percentage	72.3		%	n/a		73.7		%	-142 bps		n/a
Same store rent and storage revenue per economic occupied pallet	$	156.57		$	157.96	$	155.25		0.9	%	1.7%
Same store rent and storage revenue per physical occupied pallet	$	172.80		$	174.34	$	163.81		5.5	%	6.4%
Global Warehouse same store services metrics:
Throughput pallets	18,890			n/a		19,170			(1.5)	%	n/a
Same store warehouse services revenue per throughput pallet	$	26.25		$	26.49	$	25.34		3.6	%	4.5%

	Nine Months Ended September 30,								Change
Dollars in thousands	2020 actual			2020 constant currency^(1)		2019 actual			Actual		Constant currency
NON-SAME STORE WAREHOUSE
Number of non-same store warehouses	40					30			n/a		n/a
Global Warehouse non-same store revenue:
Rent and storage	$	113,938		$	114,265	$	58,852		93.6	%	94.2%
Warehouse services	153,390			153,639		83,299			84.1	%	84.4%
Total non-same store revenue	$	267,328		$	267,904	$	142,151		88.1	%	88.5%
Global Warehouse non-same store contribution (NOI)	$	84,440		$	84,665	$	43,653		93.4	%	94.0%
Global Warehouse non-same store margin	31.6		%	31.6%		30.7		%	88 bps		89 bps
Units in thousands except per pallet data
Global Warehouse non-same store rent and storage metrics:
Average economic occupied pallets	772			n/a		404			91.0	%	n/a
Average physical occupied pallets	740			n/a		391			89.3	%	n/a
Average physical pallet positions	1,015			n/a		501			102.7	%	n/a
Economic occupancy percentage	76.1		%	n/a		80.7		%	-464 bps		n/a
Physical occupancy percentage	72.9		%	n/a		78.0		%	-514 bps		n/a
Non-same store rent and storage revenue per economic occupied pallet	$	147.65		$	148.08	$	145.66		1.4	%	1.7%
Non-same store rent and storage revenue per physical occupied pallet	$	154.01		$	154.45	$	150.60		2.3	%	2.6%
Global Warehouse non-same store services metrics:
Throughput pallets	4,943			n/a		2,692			83.6		n/a
Non-same store warehouse services revenue per throughput pallet	$	31.03		$	31.08	$	30.94		0.3	%	0.5%

(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.

(n/a = not applicable)

Fixed Commitment Rent and Storage Revenue

As of September 30, 2020, $279.7 million of the Company’s annualized rent and storage revenue were derived from customers with fixed commitment storage contracts. This compares to $270.0 million at the end of the second quarter of 2020 and $244.0 million at the end of the third quarter of 2019. During the third quarter of 2020 we brought a long-term protein customer onto the fixed commitment pricing structure. 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, 42.1% of rent and storage revenue were generated from fixed commitment storage contracts, which is a 70 basis point increase over the second 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 third quarter of 2020, economic occupancy for the total warehouse segment was 77.2% and warehouse segment same store pool was 78.6%, representing a 726 basis point and 829 basis point increase above physical occupancy, respectively. For the third quarter of 2020, physical occupancy for the total warehouse segment was 69.9% and warehouse segment same store pool was 70.3%.

Real Estate Portfolio

As of September 30, 2020, the Company’s portfolio consists of 185 facilities. The Company ended the third quarter of 2020 with 175 facilities in its Global Warehouse segment portfolio and 10 facilities in its Third-party managed segment. During the third quarter of 2020, the Company added two facilities in Dallas, Texas through the AM-C acquisition, one of which is owned and one of which is leased, and one facility in Tampa, Florida through the Caspers acquisition. Additionally, the Company exited the operations of one Third-party managed facility in Canada. The same store population consists of 135 facilities for the quarter ended September 30, 2020. The remaining 40 non-same store population includes the 34 facilities that were acquired since the beginning of 2019 and six legacy facilities.

Balance Sheet Activity and Liquidity

As of September 30, 2020, the Company had total liquidity of approximately $1.2 billion, including cash and capacity on its revolving credit facility and $291.4 million of net proceeds available from equity forward contracts. Total debt outstanding was $2.0 billion (inclusive of $193.0 million of financing leases/sale lease-backs and exclusive of unamortized deferred financing fees), of which 77% 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 4.3x. Of the Company’s total debt outstanding, $1.8 billion relates to real estate debt, which excludes sale-leaseback and capitalized lease obligations. The Company’s real estate debt has a remaining weighted average term of 6.0 years and carries a weighted average contractual interest rate of 3.59%. As of September 30, 2020, 86% of the Company’s total debt outstanding was at a fixed rate, inclusive of interest rate swaps.

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

Outstanding Equity Forward Data
in millions, except share price amounts
pro forma for 4Q equity raise
Quarter Raised	Forward Shares	Net Share Price^2	Net Proceeds	Contractual Outside Settlement Date	Target Use of Net Proceeds
3Q 2018	6.000	$21.99	$132	3/18/2022	Fund the Ahold Development
2Q 2020 - 3Q 2020	2.429	$36.24	$88	7/1/2021	Fund the Calgary and Arkansas expansions
3Q 2020	1.917	$37.25	$71	9/1/2021	Fund Halls acquisition
4Q 2020	23.698	$36.67	$869	10/13/2021	Agro acquisition ($737M), Transaction Expenses ($41M), IT Integration and Startup costs ($46M), and Agro's development in Ireland ($45M)
4Q 2020^1	8.202	$36.67	$301	10/13/2021	Fund Halls acquisition
	42.246	$34.59	$1,461
^(1) Estimated remaining shares & net proceeds after close of Agro acquisition, Transaction Expenses, IT Integration + Startup costs, and Agro's development in Ireland. Does not include any shares from the underwriters option to purchase up to 4.8 million additional shares.
^(2)Net of underwriter fee, forward costs and dividends paid.

Proforma Leverage Profile

As of September 30, 2020, pro forma for the new private placement and the Agro and Halls transactions, our total debt outstanding is $2.7 billion and our net debt to pro forma Core EBITDA is 4.5x. Our real estate debt has a weighted averaged remaining term of approximately 8 years and carries a weighted average contractual interest rate of 3.21%.

Dividend

On September 11, 2020, the Company’s Board of Trustees declared a dividend of $0.21 per share for the third quarter of 2020, which was paid on October 15, 2020 to common shareholders of record as of September 30, 2020.

2020 Outlook

The Company is tightening its AFFO per share guidance to $1.26-$1.29 from $1.24-$1.30 for 2020. Please note that this guidance includes the impact of the Halls acquisition, and assumes a year end closing for Agro. While the Agro acquisition results in an increase in the number of Americold shares outstanding, it does so for only 1-2 days. Therefore, we do not anticipate a material impact to our per share metrics for the full year 2020. Certain components are updated as follows:

• SG&A expense from a range of $135-$140 million to $140-$143 million
• Managed & Transportation segment NOI from a range of $28-$31 million to $30-$31 million
• Deferred tax income benefit from a range of $2-$4 million to $4-$5 million
• Non-real estate depreciation and amortization from a range of $70-$72 million to $71-$74 million; subject to the Halls acquisition purchase price allocation
• Total maintenance capital expenditures from a range of $65-$73 million to $66-$70 million

The Company’s guidance is provided for informational purposes based on current plans and assumptions as 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, November 5, 2020 at 5:00 p.m. Eastern Time to discuss third quarter 2020 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# 13711305. The telephone replay will be available starting shortly after the call until November 19, 2020.

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 185 temperature-controlled warehouses, with over 1 billion refrigerated cubic feet of storage, in the United States, Australia, New Zealand, Canada, and Argentina. 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 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 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: adverse economic or real estate developments in our geographic markets or the temperature-controlled warehouse industry; general economic conditions; uncertainties and risks related to natural disasters, global climate change and public health crises, including ongoing COVID-19 pandemic; risks associated with the ownership of real estate and temperature-controlled warehouses in particular; defaults or non-renewals of contracts with customers; potential bankruptcy or insolvency of our customers; or the inability of our customers to otherwise perform under their 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 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; our failure to realize the intended benefits from our recent acquisitions including synergies, or disruptions to our plans and operations or unknown or contingent liabilities related to our recent acquisitions; our failure to complete the announced Agro Merchants acquisition; our failure to successfully integrate and operate acquired or developed properties or businesses; 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 the anticipated cost savings and revenue improvements; 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; 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; our Operating Partnership’s failure to qualify as a partnership for federal income tax purposes; 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 taxation 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 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, 2019, in our Quarterly Report for the quarter ended March 31, 2020, in our Form 8-K filed April 16, 2020 and in our Form 8-K filed on October 13, 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)
	September 30, 2020		December 31, 2019
Assets
Property, buildings and equipment:
Land	$	533,822	$	526,226
Buildings and improvements	2,954,633		2,696,732
Machinery and equipment	907,006		817,617
Assets under construction	182,297		108,639
	4,577,758		4,149,214
Accumulated depreciation and depletion	(1,339,562)		(1,216,553)
Property, buildings and equipment – net	3,238,196		2,932,661
Operating lease right-of-use assets	68,512		77,723
Accumulated depreciation – operating leases	(22,065)		(18,110)
Operating leases – net	46,447		59,613
Financing leases:
Buildings and improvements	13,627		11,227
Machinery and equipment	104,561		76,811
	118,188		88,038
Accumulated depreciation – financing leases	(36,212)		(29,697)
Financing leases – net	81,976		58,341
Cash and cash equivalents	173,913		234,303
Restricted cash	7,441		6,310
Accounts receivable – net of allowance of $12,452 and $6,927 at September 30, 2020 and December 31, 2019, respectively	217,486		214,842
Identifiable intangible assets – net	363,698		284,758
Goodwill	399,301		318,483
Investments in partially owned entities	21,536		—
Other assets	68,112		61,372
Total assets	$	4,618,106	$	4,170,683
Liabilities and shareholders’ equity
Liabilities:
Accounts payable and accrued expenses	$	356,734	$	350,963
Mortgage notes, senior unsecured notes and term loans – net of unamortized deferred financing costs of $13,607 and $12,996, in the aggregate, at September 30, 2020 and December 31, 2019, respectively	1,827,484		1,695,447
Sale-leaseback financing obligations	113,023		115,759
Financing lease obligations	79,973		58,170
Operating lease obligations	49,198		62,342
Unearned revenue	17,172		16,423
Pension and postretirement benefits	9,589		12,706
Deferred tax liability – net	47,481		17,119
Multiemployer pension plan withdrawal liability	8,580		8,736
Total liabilities	2,509,234		2,337,665
Shareholders’ equity:
Common shares of beneficial interest, $0.01 par value – 325,000,000 and 250,000,000 authorized shares; 203,679,575 and 191,799,909 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	2,037		1,918
Paid-in capital	2,936,762		2,582,087
Accumulated deficit and distributions in excess of net earnings	(797,935)		(736,861)
Accumulated other comprehensive loss	(31,992)		(14,126)
Total shareholders’ equity	2,108,872		1,833,018
Total liabilities and shareholders’ equity	$	4,618,106	$	4,170,683

Americold Realty Trust and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Revenues:
Rent, storage and warehouse services	$	388,024	$	365,593	$	1,141,503	$	993,439
Third-party managed services	75,338		62,846		213,213		188,497
Transportation services	34,096		35,685		104,874		109,273
Other	—		2,058		4,459		6,512
Total revenues	497,458		466,182		1,464,049		1,297,721
Operating expenses:
Rent, storage and warehouse services cost of operations	260,268		252,185		766,842		675,395
Third-party managed services cost of operations	71,945		60,263		202,752		179,851
Transportation services cost of operations	29,909		31,045		91,110		96,071
Cost of operations related to other revenues	17		1,983		4,286		5,901
Depreciation, depletion and amortization	53,569		45,065		157,572		115,598
Selling, general and administrative	35,969		32,476		105,202		96,262
Acquisition, litigation and other	5,282		3,780		9,771		30,237
Impairment of long-lived assets	2,615		—		6,282		13,485
Loss (gain) from sale of real estate	427		—		(21,448)		34
Total operating expenses	460,001		426,797		1,322,369		1,212,834
Operating income	37,457		39,385		141,680		84,887
Other income (expense):
Interest expense	(23,066)		(24,907)		(70,114)		(70,581)
Interest income	179		1,798		1,027		5,206
Bridge loan commitment fees	—		—		—		(2,665)
Loss on debt extinguishment and modifications	—		—		(781)		—
Foreign currency exchange loss, net	(196)		(43)		(373)		(66)
Other expense, net	(1,083)		(249)		(168)		(1,007)
Gain from sale of partially owned entities	—		4,297		—		4,297
Loss from investments in partially owned entities	(98)		(165)		(254)		(111)
Income before income tax (expense) benefit	13,193		20,116		71,017		19,960
Income tax (expense) benefit:
Current	(2,103)		(834)		(6,823)		(4,828)
Deferred	1,284		7,809		4,353		12,221
Total income tax (expense) benefit	(819)		6,975		(2,470)		7,393
Net income	$	12,374	$	27,091	$	68,547	$	27,353
Weighted average common shares outstanding – basic	204,289		192,325		202,380		175,010
Weighted average common shares outstanding – diluted	208,500		197,363		206,051		178,970
Net income per common share of beneficial interest - basic	$	0.06	$	0.14	$	0.33	$	0.15
Net income per common share of beneficial interest - diluted	$	0.06	$	0.14	$	0.33	$	0.15

Reconciliation of Net Income to NAREIT FFO, Core FFO, and AFFO
(In thousands, except per share amounts - unaudited)
	Three Months Ended
	Q3 20		Q2 20		Q1 20		Q4 19		Q3 19		YTD 20
Net income	$	12,374	$	32,662	$	23,511	$	20,809	$	27,091	$	68,547
Adjustments:
Real estate related depreciation and depletion	36,289		35,558		35,442		32,555		31,238		107,289
Net loss (gain) on sale of real estate, net of withholding taxes	427		(19,414)		(2,096)		—		—		(21,083)
Net loss (gain) on asset disposals	1,160		(3)		—		237		7		1,157
Impairment charges on certain real estate assets	—		3,181		—		—		—		3,181
Real estate depreciation on partially owned entities	—		(34)		34		—		232		—
Our share of reconciling items related to partially owned entities	111		156		—		—		—		267
NAREIT Funds from operations	$	50,361	$	52,106	$	56,891	$	53,601	$	58,568	$	159,358
Adjustments:
Net (gain) loss on sale of non-real estate assets	(100)		(252)		(165)		227		212		(517)
Non-real estate impairment	2,615		486		—		—		—		3,101
Acquisition, litigation and other	5,282		2,801		1,688		10,377		3,780		9,771
Share-based compensation expense, IPO grants	196		203		373		492		777		772
Loss on debt extinguishment and modifications	—		—		781		—		—		781
Foreign currency exchange loss (gain)	196		(315)		492		(76)		43		373
Gain from sale of partially owned entities	—		—		—		—		(4,297)		—
Our share of reconciling items related to partially owned entities	76		79		—		—		—		155
Core FFO applicable to common shareholders	$	58,626	$	55,108	$	60,060	$	64,621	$	59,083	$	173,794
Adjustments:
Amortization of deferred financing costs and pension withdrawal liability	1,203		1,196		1,546		1,524		1,526		3,945
Amortization of below/above market leases	39		—		76		37		38		115
Straight-line net rent	(87)		(108)		(109)		(83)		(150)		(304)
Deferred income tax (benefit) expense	(1,284)		(967)		(2,102)		1,520		(7,809)		(4,353)
Share-based compensation expense, excluding IPO grants	4,373		4,261		3,934		3,210		2,593		12,568
Non-real estate depreciation and amortization	17,280		16,841		16,162		15,194		13,828		50,283
Non-real estate depreciation and amortization on partially owned entities	—		(22)		22		—		108		—
Maintenance capital expenditures ^(a)	(17,534)		(15,284)		(12,438)		(26,307)		(16,772)		(45,256)
Our share of reconciling items related to partially owned entities	125		78		—		—		—		203
Adjusted FFO applicable to common shareholders	$	62,741	$	61,103	$	67,151	$	59,716	$	52,445	$	190,995

Reconciliation of Net Income to NAREIT FFO, Core FFO, and AFFO (continued)
(In thousands except per share amounts - unaudited)
	Three Months Ended
	Q3 20		Q2 20		Q1 20		Q4 19		Q3 19		YTD 20
NAREIT Funds from operations	$	50,361	$	52,106	$	56,891	$	53,601	$	58,568	$	159,358
Core FFO applicable to common shareholders	$	58,626	$	55,108	$	60,060	$	64,621	$	59,083	$	173,794
Adjusted FFO applicable to common shareholders	$	62,741	$	61,103	$	67,151	$	59,716	$	52,445	$	190,995
Reconciliation of weighted average shares:
Weighted average basic shares for net income calculation	204,289		201,787		200,707		192,393		192,325		202,380
Dilutive stock options, unvested restricted stock units, equity forward contracts	4,211		3,511		3,076		5,529		5,038		3,671
Weighted average dilutive shares	208,500		205,298		203,783		197,922		197,363		206,051
NAREIT FFO - basic per share	$	0.25	$	0.26	$	0.28	$	0.28	$	0.30	$	0.79
NAREIT FFO - diluted per share	$	0.24	$	0.25	$	0.28	$	0.27	$	0.30	$	0.77
Core FFO - basic per share	$	0.29	$	0.27	$	0.30	$	0.34	$	0.31	$	0.86
Core FFO - diluted per share	$	0.28	$	0.27	$	0.29	$	0.33	$	0.30	$	0.84
Adjusted FFO - basic per share	$	0.31	$	0.30	$	0.33	$	0.31	$	0.27	$	0.94
Adjusted FFO - diluted per share	$	0.30	$	0.30	$	0.33	$	0.30	$	0.27	$	0.93

(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.

Reconciliation of Net Income to EBITDA, NAREIT EBITDAre, and Core EBITDA
(In thousands - unaudited)
	Three Months Ended										Trailing Twelve Months Ended
	Q3 20		Q2 20		Q1 20		Q4 19		Q3 19		Q3 2020
Net income	$	12,374	$	32,662	$	23,511	$	20,809	$	27,091	$	89,356
Adjustments:
Depreciation, depletion and amortization	53,569		52,399		51,604		47,750		45,065		205,322
Interest expense	23,066		23,178		23,870		23,827		24,907		93,941
Income tax expense (benefit)	819		1,196		90		2,236		(6,975)		4,341
EBITDA	$	89,828	$	109,435	$	99,075	$	94,622	$	90,088	$	392,960
Adjustments:
Net loss (gain) on sale of real estate, net of withholding taxes	427		(19,414)		(2,096)		—		—		(21,083)
Adjustment to reflect share of EBITDAre of partially owned entities	293		237		60		—		519		590
NAREIT EBITDAre	$	90,548	$	90,258	$	97,039	$	94,622	$	90,607	$	372,467
Adjustments:
Acquisition, litigation and other	5,282		2,801		1,688		10,377		3,780		20,148
Loss from investments in partially owned entities	98		129		27		—		165		254
Gain from sale of partially owned entities	—		—		—		—		(4,297)		—
Asset impairment	2,615		3,667		—		—		—		6,282
Loss (gain) on foreign currency exchange	196		(315)		492		(76)		43		297
Share-based compensation expense	4,569		4,464		4,307		3,699		3,372		17,039
Loss on debt extinguishment and modifications	—		—		781		—		—		781
Loss (gain) on real estate and other asset disposals	1,060		(255)		(164)		464		218		1,105
Reduction in EBITDAre from partially owned entities	(293)		(237)		(60)		—		(519)		(590)
Core EBITDA	$	104,075	$	100,512	$	104,110	$	109,086	$	93,369	$	417,783

Revenue and Contribution by Segment
(in thousands - unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Segment revenues:
Warehouse	$	388,024	$	365,593	$	1,141,503	$	993,439
Third-party managed	75,338		62,846		213,213		188,497
Transportation	34,096		35,685		104,874		109,273
Other	—		2,058		4,459		6,512
Total revenues	497,458		466,182		1,464,049		1,297,721
Segment contribution:
Warehouse	127,756		113,408		374,661		318,044
Third-party managed	3,393		2,583		10,461		8,646
Transportation	4,187		4,640		13,764		13,202
Other	(17)		75		173		611
Total segment contribution	135,319		120,706		399,059		340,503
Reconciling items:
Depreciation, depletion and amortization	(53,569)		(45,065)		(157,572)		(115,598)
Selling, general and administrative	(35,969)		(32,476)		(105,202)		(96,262)
Acquisition, litigation and other	(5,282)		(3,780)		(9,771)		(30,237)
Impairment of long-lived assets	(2,615)		—		(6,282)		(13,485)
(Loss) gain from sale of real estate	(427)		—		21,448		(34)
Interest expense	(23,066)		(24,907)		(70,114)		(70,581)
Interest income	179		1,798		1,027		5,206
Bridge loan commitment fees	—		—		—		(2,665)
Loss on debt extinguishment and modifications	—		—		(781)		—
Foreign currency exchange loss	(196)		(43)		(373)		(66)
Other expense, net	(1,083)		(249)		(168)		(1,007)
Loss from investments in partially owned entities	(98)		(165)		(254)		(111)
Gain from sale of partially owned entities	—		4,297		—		4,297
Income before income tax (expense) benefit	$	13,193	$	20,116	$	71,017	$	19,960

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 and modification 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, depletion 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, depletion and amortization are non-cash charges, the assets being depreciated, depleted and amortized 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 provided above and on page 22 of our financial supplement reconciles EBITDA, EBITDAre and Core EBITDA to net income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.

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