Americold Realty Trust, Inc.

Greetings and welcome to the Maricold Realty Trust first quarter 2025 earnings call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Kevin Reed, Vice President of Investor Relations. Thank you, sir. You may begin.

Good morning. Thank you for joining us today for Maricold Realty Trust We have filed a supplemental package with additional detail on our results, which is available in the investor relations section on our website at www.ir.americal.com. This morning's conference call is hosted by AmeriCorps' Chief Executive Officer, George Chappell, President of AmeriCorps, Rob Chambers, and Chief Financial Officer, Jay Wells. On today's call, management's prepared remarks may contain forward-looking statements. Forward-looking statements address matters that are subject to risks and uncertainties that may cause actual results to differ from those discussed today. A number of factors could cause actual results to differ materially from those anticipated. Forward-looking statements are based on current expectations, assumptions, and beliefs, as well as information available to us at this time and speak only as of the date that they are made. and management undertakes no obligation to update publicly any of them in light of new information or future events. During this call, we will discuss certain non-GAAP financial measures, including core EBITDA and AFFO. The full definitions of these non-GAAP financial measures and reconciliations to the comparable GAAP financial measures are contained in the supplemental information package available on the company's website. Now, I will turn the call over to George.

Thank you, Kevin, and thank you all for joining our first quarter 2025 earnings conference call. This morning, I am pleased to provide an update on our four key priorities, our financial results for the quarter, and some key operational metrics. Rob will then discuss our customer service initiatives and development activity. And finally, Jay will summarize our capital position and liquidity, as well as provide additional details on our outlook for the year. Before we dive into the quarter, I want to briefly discuss our current view on the potential impacts of tariffs on our business. Based on our team's research, we believe the direct impacts are relatively modest, although this is obviously somewhat of a moving target. Total import export activity in our business is generally small in the single digits in terms of a percentage of our revenue and primarily within North America. In addition, it appears that U.S. MCA compliant goods, that includes food grown and produced in Canada and Mexico, are exempt from the national emergency tariffs. On a product basis, produce is the largest imported category into the U.S., but fresh and frozen produce is only approximately 1% and 4% of our revenue respectively, and most is domestically sourced as very little of our business is import-export. Seafood is the second largest imported category in total, and here, too, we have very limited exposure in our product mix. In general, our products tend to be center of the plate, relying heavily on proteins, potatoes, and prepared foods. These products historically have been more insulated from demand fluctuations, than more expensive higher-end steak and seafood products. However, beyond the direct impacts, the ongoing trade rhetoric and changing tariff situation has already had an impact on consumer confidence, causing our customers to adjust their product portfolios and driving inventory levels down. In fact, the Michigan Consumer Sentiment Index, a monthly survey that expresses how consumers feel about their finances, the general business environment, and the economy's future is now below the level seen during the 2008 financial crisis and nearing levels last seen during the peak of COVID. This was reinforced with the recent contraction in the first quarter GDP. The timing and magnitude of these indirect impacts are nearly impossible to quantify at this point and largely outside of our control. Given these increased headwinds, we thought it was prudent to adjust our outlook for the year to reflect these risks. Despite these near-term challenges, our team continues to execute very well, and we delivered a strong start to the year, largely due to the many improvements we have made to the business over the past few years. As always, we remain laser focused on our four key operational priorities, continuing to control what we can control, and partnering with customers to win their business every day. Now let me discuss the progress we've made on these priorities, starting with customer service. On last quarter's call, we highlighted several of the awards and recognition that we have received from customers over the past year. Continuing to provide best-in-class service and unparalleled value is especially critical during a time when customers are holding lower levels of inventory and wanting to turn it faster. As anticipated, same-store economic occupancy in the first quarter declined approximately 270 basis points sequentially from Q4 of 2024, reflecting a return to normal seasonality and ongoing market softness. Notably, our rent and storage revenue from fixed commitment contracts increased again this quarter to 60%, achieving our previously stated goal. As a reminder, three years ago, this metric was under 40%, reflecting over 2,000 basis points of growth since we identified this as a top priority. This is a testament to our industry leadership and commercial excellence and reflects the collaborative sales approach we take with customers to create a win-win environment. Customers value having fixed commitment contracts that ensure availability of space for their products. Additionally, we continue to make progress capturing new business within our sales pipeline, which Rob will discuss later in the call. Turning to labor, our efforts to improve hiring practices, training, and engagement have resulted in a much more stable and productive workforce. For example, we increased our perm to temp hours ratio to 78.22, up sequentially from 75.25 in the fourth quarter. This ties our previous record set in Q1 of last year. Associate turnover continues to come down and finish the quarter at 29%, an improvement of approximately 300 basis points from 32% in the fourth quarter. Our third metric, the percentage of associates with less than 12 months of service, also improved 200 basis points from the prior quarter to 20%. The continued progress across all three of these labor metrics demonstrate the success of our focus on employees. As a result, our same-store warehouse services margins in the quarter improved by 110 basis points year-over-year to 11.2%, which based on the seasonality of our business, keeps us on track to deliver service margins in excess of 12% for the year.

Turning to pricing, for the first quarter,

Our same-store rent and storage revenue per economic occupied pallet on a constant currency basis increased approximately 2% versus the prior year, and same-store services revenue per throughput pallet increased over 3%. This is exceptional performance in a market where we see other competitors trying to use price as a way to win business. We deliver far more value as the best operator in the industry, and as such, are more capable of balancing price and volume versus our competitors, where price is their only lever. While we realize that pricing is under pressure and will certainly defend our market share as appropriate, we are also committed to maintaining fair value for our mission-critical infrastructure and the outstanding service our associates provide. to ensure our customers' products are handled safely and accurately every day. On the development front, we continue to manage a high-quality, low-risk pipeline of about a billion dollars in opportunities. At the end of January, we announced a development project in Port St. John, Canada with our strategic partners, CPKC and DP Worlds. This facility will be the first of its kind globally to bring together Americal warehouse solutions with the maritime logistics capabilities of DP Worlds and the rail logistics solutions of CPKC. We are very excited about the potential for this combination, and Americal will be recognized as the keynote speaker at the Port St. John Port Days event later this month. In March, we also announced an expansion at our Christchurch, New Zealand facility, doubling the site's capacity to support the growth requirements of an existing retail customer. In the U.S., we continue to see progress with our two automated retail distribution facilities in Lancaster, Pennsylvania and Plainville, Connecticut. As a reminder, these facilities are fully dedicated to Aho Del Geis under a long-term lease agreement. and will serve approximately 750 of their stores in the Northeast and Mid-Atlantic regions. AmeriCold is uniquely qualified to handle this retail business, which is operationally complex and fast-turning. These facilities are under fully fixed commitment contracts, reflecting 100% economic occupancy as soon as the product inbounds. We remain on track to stabilize Lancaster in Q3, and Plainville by the end of the year. I also want to highlight the acquisition in Houston that we completed in March. Rob will share with you the specific details, but this transaction was driven by a significant retail customer win from our new business pipeline. The purchase of this facility allowed us to move inventory from an existing location over to the newly purchased site so that we could accommodate the new customer agreement at the existing site. We expect the asset utilization to be stabilized in Q1 of 2027. This transaction highlights our strategy to creatively deploy capital in a way that unlocks customer growth opportunities in our sales pipeline. Turning to our financial results for the quarter, our Q1 2025 AFFO per share was 34 cents. in line with expectations. As a reminder, we were lapping unusually high countercyclical inventory levels last year during what is typically one of our lowest quarters of the year. Additionally, as Jay mentioned last quarter, we also had incremental licensing expense of approximately $4 million in the quarter associated with our new technology environment as well as $3 million of expense labor costs that could be capitalized last year as part of Project Orion. I am also pleased to announce that during the first quarter, our board approved an increase in our quarterly dividend by approximately 5% to $0.23 per share. This reflects our ongoing confidence in America's operational resilience and cash flow generation, as well as the long-term attractive fundamentals of the coal storage industry. Now I'd like to turn the call over to Rob so he can further discuss our customer service, operational and development initiatives in greater detail.

Thank you, George. Our unparalleled focus on customer service remains our top priority to accelerate market share growth over the next several years. We look forward to continuing to deliver unique value creation opportunities through initiatives like our strategic partnerships with CPKC and DP World, the innovative solutions created by our Supply Chain Solution Group, and our newly launched Project Orion system in North America and APAC, which is expanding into Europe next. In the first quarter, same-store rent and storage revenue per economic occupied pallet on a constant currency basis increased by approximately 2% versus the prior year. Same-store constant currency services revenue per throughput pallet increased by over 3%. These results are in line with expectations and reflect the great progress we have made over the past couple of years, ensuring that our pricing reflects the quality of service that AmeriCold offers. We will continue to remain disciplined in our approach to pricing while also balancing competitive pressures from those less sophisticated in this area. Within our global warehouse segment, we had no material changes to the composition of our top 25 customers, who account for approximately 52% of our global warehouse revenue on a pro forma basis. Our churn rate remained low at less than 4%. We continue to be successful in converting customers to fixed commitment contracts. For the first quarter, rent and storage revenue derived from fixed commitment storage contracts increased to 60%, a 16th straight quarterly record. The fact that we have grown this metric so significantly over the past four years is a testament to our approach, the peace of mind customers get from having committed space for their products and their willingness to commit and grow with providers they trust. Achieving our stated goal of 60% represents a major milestone for AmeriCold as we continue to lead the industry in commercial excellence. As a reminder, the vast majority of our fixed commitments are commercialized under longer-term agreements and do not involve annual resets. This is a key difference between our customer commitments and those of other providers and further highlights our commercial leadership in the industry. AmeriCold offers the ability to support our customers at every node of the supply chain and with a wide offering of value-added services. These value adds are going to be critical as customers look for efficiencies across their supply chains. This quality of service has been instrumental in capitalizing on new business opportunities. As you remember, we entered the year with a $200 million probability weighted pipeline, and we have already successfully closed on approximately half of these opportunities and are roughly 40% ahead of where we were at this time last year. As a reminder, The inventory typically takes a few months to transition into our warehouses after an agreement is signed, and in an environment like today, this could take longer. Growth in our retail business continues to be a key driver in the success of converting our sales pipeline. Retail business tends to be the most challenging and labor-intensive business in the cold chain, and the continued growth in retail demonstrates AmeriCold's capability as a top operator, given our outsized share in the space. Next, let me provide some additional details regarding the acquisition in Houston that George mentioned earlier, as it highlights several elements of our strategy. We are investing a total of $127 million, including both the purchase price as well as planned equipment upgrades. Additionally, the price includes land for potential future expansion opportunities. This increases our capacity in the Houston market by approximately 36,000 PAL positions. The facility was constructed in 2022. The catalyst for this acquisition was a new fixed commitment contract with one of the world's largest retailers, a significant win from our sales pipeline. The purchase of this facility allowed us to move inventory from an existing location into the newly acquired low occupancy site, opening space for the new fixed commitment customer. Retail business, as I mentioned earlier, is a key focus for us. AmeriCold's rigorous operational standards are well suited to the needs of this customer, which is high turning and operationally intensive. In addition, our flexible network allows for an efficient allocation of inventory to maximize occupancy across both sites and accommodate this new customer growth. This building requires some capital investment in order to accommodate our customers' profiles and meet AmeriCold's operating standards. but we anticipate that once it is fully stabilized, it will generate returns between 10 and 12%. We anticipate seeing some NOI benefit from the acquisition in the later part of the year in the non-same store pool. However, the additional interest expense for this project will result in no change to AFFO for this year. Now, let me comment on three projects going live in Key2. Kansas City, Missouri, Allentown, Pennsylvania, and our RSA JV development in Dubai. Starting with Kansas City, this is a $127 million Greenfield facility being developed in collaboration with CPKC on one of their major rail lines. This facility supports CPKC's Mexico Midwest Express premium intermodal service, which is North America's only single line rail service offering for refrigerated shippers between US Midwest markets and Mexico. This results in customers being able to clear customs in Kansas City and bypass significant truck congestion at the Mexico border, thereby reducing transit times, transportation costs, and food waste. The facility will be opening later this quarter, and this deployment could not have come at a better time given our customers' increased desire to optimize their North American supply chains wherever possible. Secondly, our $85 million Allentown expansion which is the result of very strong demand from our customer base in this key distribution market. This expansion will add approximately 37,000 pallet positions and approximately 15 million cubic feet. As a reminder, expansion projects are our lowest risk, highest return development projects due to our embedded customer base, local market knowledge, and the ability to leverage our existing operating platform and infrastructure. Finally, Our $35 million state-of-the-art flagship build with DP World and the port of Jebel Ali in Dubai will also launch in the second quarter. This facility is 40,000 pallet positions and offers multi-temperature capabilities connecting to DP World's best-in-class logistics solutions. This was completed through our RSA joint venture, which is a scalable operating platform for market entry and expansion throughout the Middle East. Additionally, we have several other active expansion and development projects in process, and all projects continue to be on time and on budget. Our $30 million, 13,000 pallet position expansion in Sydney, Australia. Our $150 million, 50,000 pallet position automated expansion in Dallas, Fort Worth, Texas. Our $34 million, 16,000 pallet position expansion in Christchurch, New Zealand. And finally, our $79 million, 22,000 pallet position development in Port St. John in partnership with both EP World and CPKC. In total, this represents approximately $500 million of active expansion and development projects. Our development pipeline remains strong at about $1 billion, and we continue to identify top-notch opportunities. With that, I will turn it over to Jay.

Thank you, Rob. The first quarter was in line with expectations. reflecting strong continued execution by our sales and operations teams. With respect to our full year 2025 guidance, since providing our initial guidance, the macroeconomic environment continues to change in unprecedented ways, with higher tariffs, increased risk of inflation, federal spending cuts, and lower consumer confidence, along with other factors. Based on the macroeconomic environment and ongoing discussions with customers, We now expect AFFO per share to be between $1.42 and $1.52 for the year. Now, turning to the individual components of our AFFO guidance and starting with our global warehouse segment, we expect full year 2025 same store constant currency revenue growth to be in the range of flat to up 2%. Let me provide more detail around the key drivers behind this guide. With respect to occupancy and throughput volumes, we now expect economic occupancy to be in the range of negative 200 basis points to flat compared to 2024, and throughput volume to be in the range of negative 1% to positive 1%. As a reminder, we are still lapping some countercyclical build of inventory through the first half of this year and have sequentially returned to more normal seasonal inventory trends with Q2 expected to be similar to Q1, followed by sequential growth in the back half of the year, however, somewhat muted due to the current environment. These assumptions include the benefits of our recent customer wins, but are not assuming a recovery in the U.S. economic conditions. With respect to pricing, we now expect constant currency rent and storage revenue for economic occupied pallet growth to be in the range of 1% to 2%. and constant currency services revenue per throughput pallet growth to also be in the range of 1% to 2%. This assumes the positive impact of our contractual annual general rate increases, although we have dampened our pricing expectations given the unusual pricing activities we have observed in the market by some of our competitors. For the full year, our same-store constant currency NOI growth is forecasted to be in the range of 1% to 3%. This reflects the more conservative occupancy and revenue assumptions I mentioned earlier, partially offset by a continued focus on tight cost controls across the business and a continued focus on efficiencies. On the services side, our 2025 same store pool services margins were approximately 12% in 2024. And as George mentioned, we believe we can grow services margins in excess of 12% for the full year 2025, aided by our continued productivity initiatives and the benefits from Project Orion. With regard to the 2025 non-same store pool, for the full year, we expect the non-same store pool to generate NOI in the range of $7 to $13 million, an increase from our previous outlook to reflect the Houston acquisition as well as our forecasted ramp of our Plainville and Lancaster facilities at the end of the year. Also, as mentioned during last Board's earnings call, we are strategically exiting five facilities this year, the majority of which are leased. As a reminder, a significant amount of the business in each of these facilities can be consolidated into other owned locations, reducing costs significantly. We completed one of these strategic exits during the first quarter, and we remain on track to exit the additional facilities throughout 2025. Additionally, we identified two other facilities that are candidates for a strategic exit and have moved these two facilities to our non-same store pool. A significant amount of the business in these two facilities will also be relocated to nearby owned facilities, generating meaningful cost savings. We expect the managed and transportation segments NOI to be in the range of $40 to $44 million. We expect core SG&A to now be in the range of $230 to $236 million for the year. While we will have incremental licensing and cybersecurity expense this year, as discussed during the previous call, we have been able to partially offset these increases by identifying a number of targeted cost reduction initiatives that don't compromise our ability to service our customers. For the full year, interest expense is expected to be in the range of $153 to $157 million, updated for the impact of the Houston acquisition and our recent bond offering, which I will discuss in just a moment. Full year cash taxes is expected to be in the range of $8 to $10 million, with maintenance capital expenditures of $80 to $85 million, and development starts in the range of $200 to $300 million. Please keep in mind that our guidance does not include the impact of acquisitions, dispositions, or capital markets activity beyond that which has been previously announced. Turning to the balance sheet, at quarter end, total net debt outstanding was $3.7 billion, with total liquidity of approximately $651 million, consisting of cash on hand and revolver availability. Net debt to perform a core EBITDA was approximately 5.9 times. Additionally, during this quarter, we completed a public bond offering of $400 million with an interest rate of 5.6% and a maturity date in 2032. The proceeds were used to repay a portion of our revolver borrowings, and the seven-year maturity fits nicely into our existing debt maturity ladder. This bond was priced during Q1, but closed and was funded during Q2. This is another example of AmeriCold's ability to quickly take advantage of market opportunities. Also during the quarter, we entered into an agreement to exit our minority ownership interest in the SuperFrio joint venture in Brazil. The sale price was approximately $27.5 million, and the proceeds were received in late April. This sale, in addition to the strategic exits we intend to make this year, our disciplined efforts to rationalize our portfolio and allow us to strategically redeploy capital and hire returning projects to drive maximum shareholder value. Now let me turn the call back to George for some closing remarks.

Thank you, Jay. Our business foundation remains strong, and we remain confident in our ability to continue to offer long-term, unique value creation opportunities for our customers. We have a proven operating model and are leveraging the benefits from our recent investments over the past couple of years. The timing of our recent initiatives could not have been better, and AmeriCold today benefits from improved operating efficiencies, upgraded systems, unique strategic partnerships, strengthened customer relationships, and a high-quality development pipeline. These benefits will continue to grow when volume ultimately returns, driving value for our shareholders. Our industry is full of aggregators, but has very few operators. AmeriCold is a trusted, experienced operator that delivers value far beyond price per pallet position, which is why we can take a more balanced approach to how we operate our business over the long term. I could not pick a better group of individuals to have on our team and want to extend a heartfelt thank you to the 14,000 associates who work tirelessly each day to bring our vision to life. I will now turn the call over to the operator for questions. Operator?

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. We ask analysts to limit themselves to one question and a follow-up so that others may have the opportunity to do so as well. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Our first question comes from Samir Kenna with Bank of America. Please proceed with your question.

Good morning, everybody. Hey, George, I know on the one hand, you said the impact from tariffs should be modest, but the demand seems to be really impacted here. Maybe you can sort of separate the conversations you're having with customers sort of that, you know, let's call it before April 2 and post. And at what point did you really start to see a slowdown in demand? I mean, you reported in you know, towards the end of February. So, to walk us through the conversations that started sort of in March, you know, let's call it early April and late April. Thanks.

Yeah, good morning, Samir. What I would say is that what we said in the script was the direct impacts of tariffs are relatively modest. However, the indirect impacts, including the impact on consumer confidence, is significant. And that's driven by inflation fears that the new tariffs are driving. So I would say the environment is completely different from when we first announced our guidance for the year. It's changed drastically in the last 30 to 45 days for not just AmeriCorps, but just about everybody out there. And that's the number one driver of our revised guidance. Conversations with customers are around slowing down plans for expansion, slowing down plans for growth. and waiting for the environment to stabilize. We elected to revise our guidance because we thought it was the prudent thing to do given the environment we see today for the reasons I just mentioned.

Okay, thank you. And then I guess just as a follow-up on maybe talk around pricing. Seems like you're a little bit more optimistic than your peer that reported. recently. What gives you the confidence in that sort of still having some growth in pricing, given the demand headwinds you just spoke about?

Well, the value we provide customers, Mayor, has not diminished in the last 60 days. So we feel as though we create an environment where it's a win-win for our customers. They see the value in our customer service, and we feel very confident that the pricing we have in the marketplace is appropriate. Now, we did say that As you referred to our competitor reducing price, we're going to come under pricing pressure. We believe that. We have the tools in place to balance price and occupancy. We think we know the market better than anybody. We think we're better than anybody at communicating the value we provide to customers. And that's why you saw our price go up. But maybe I'll hand it over to Rob for a few comments as well, considering he's closer to the customers on a daily basis. Sure.

I mean, I think what I'd add, I mean, we came into the year and we're doing exactly what we said we were going to do. We implemented our annual general rate increases at the beginning of the year. Those are, you know, contractual in nature. You see that reflected in our Q1 results where our storage revenue was up nearly 2% and our handling revenue per throughput pallet up over 3%. So those will carry throughout the course of the year. we are pricing new business consistent with what we think is market rates. And in most cases, market rates, we believe, are what existing customers are paying in those facilities. We said at the beginning of the year that we didn't think we'd be taking a lot of off-cycle increases like we have in years past. That's consistent with what we're doing at the moment. And when we look at what what others are doing, which is using price to drive volumes. Quite frankly, we would expect that from some of the newer, less established providers in the industry where price really is their only lever. They don't have the scale that AmeriCold has. They don't have the technology that AmeriCold has. They don't have the proven operating platform that AmeriCold has. You know, to see other, you know, supposedly more established providers following suit, we would consider unusual. But I think that highlights our position as the commercial leader in the space, the rational player here, and the one that offers the most value to our customers. You know, our customers are willing to pay for best-in-class offerings, and that's what we bring.

Our next question comes from Steve Sackler with Evercore ISI. Please proceed with your question.

Yeah, thanks. Good morning. I guess following up on Samir's line of questioning, we've seen kind of a further drop in the physical occupancy. That was down about 500 basis points. Economic was down like call 420. But that spread between economic and physical has kind of continued to widen out. And I guess given Rob's comments about maybe customers maybe trying to keep inventory down, I guess how do you sort of monitor or keep tabs on that spread? And when does that get worrisome where physical might not drop, but the economic occupancy may come under more pressure as you redo these kind of multi-year agreements with customers?

Yeah, I'll just point out a couple things, Steve. One is fixed commits grew again this quarter. I think it's 25 quarters in a row now or something. 16 straight quarters. 16, right. I was a little high there. but grew again to 60% of the revenue in the rent and storage area, a target we set a couple years ago and again achieved. So despite the gap between economic and physical and despite how people may characterize it, customers still sign up for fixed commits because that's the way we sell and that's the way we engage customers. But let me turn it over to Rob again because he's, again, very close to the commercial side of the business and also talks to customers on a very frequent basis. But I just want to highlight again, while everybody points out the gap between physical and economic, we continue to sell fixed commits very aggressively, and customers continue to sign up for them.

Yeah, and I think, Steve, again, remember the point of these is to make sure that customers have their space when they need it during seasonal peaks. And so to have a 10% gap between physical and economic occupancy, as an example, is center of the fairway stuff for a customer. I mean, you know, again, if we use the example of somebody paying for 20,000 pallet positions and they're occupying 18,000 pallet positions – you know, to have a 2,000 pallet flex is exactly what they're looking for. So, you know, we don't see that being a significant concern at this point. Most of our customers, when they sign up, sign up with the expectation of there being a gap between physical and economic occupancy. You know, I think, you know, you look at our – the way we structure ours, which are kind of akin to, you know, more traditional lease-type structure – They don't have annual resets. These are longer-term contracts. They don't involve true-ups at the end of the year. And we think that's the best model. And it actually, in the end, puts cost-savings opportunities in our customers' hands because they can turn their inventory faster and leverage that fixed space. And so it's a nice win-win structure for both.

I'll just add one last thing, Steve. When a customer has the variable storage ability to have 2,000 pallets available in location A, maybe 1,000 extra in location B, maybe 5,000 in a particular market, they want that type of space. They view that as a good deal because they're buying partial components of a warehouse they'd have to otherwise own. So that's the type of flexibility they appreciate. It gives them a nice buffer, let's say. that in their view offsets capital, they would need to build that type of capability. So it's not nearly seen as the financial burden that maybe others have described it as.

Okay, thanks. And then maybe just as a follow-up on the developments, I guess, again, given your commentary about customers somewhat being cautious, George, on the outlook, how does that affect your lease-up expectations on the development projects? And I guess I did notice there's still a fair amount of cost to complete on some of the projects like Kansas City that are opening up effectively this quarter. I just wasn't sure why there was still so much money to spend when you're at the five-yard line of these projects. How do you think about the timing of stabilization?

Yeah, so we have five properties coming online this year, Steve. I think we went through them on the call. Many of them are not demand-driven. Let me give an example. The Kansas City build and the Port St. John build, those are not demand-driven builds. They are just better ways for product to travel, cheaper, more reliable, greener ways for product to travel. than the way they travel today. We would say in many of those bills, including the out-hold bills, which are 100% fixed commits, there's no risk to the ramp-up. At least that's the way we feel. Again, Rob runs our development group. Let me turn it over to him to answer a few questions.

I think George is spot on there. You look at those. We have the partnership bills, which are about more effective supply chain solutions. We have Our expansions, which are largely going to be committed by existing customers, and then we have others that were customer dedicated, which are the fixed commitments. When you think about why we would have incremental or maybe outsized spend left based on how close we are to completion, it's because we commercialize our agreements with our development partners and vendors directly. you know, in a way that we also think is best in class, which is they get paid upon completion of these projects. So we don't, you know, we outlay our cash in a way that's consistent with the delivery of these facilities. We think that's best in class. That aligns our interests with our partners' interests. And if those buildings get completed, our partners, you know, are paid commiserately.

Our next question comes from Greg McInnis with Scotiabank. Please proceed with your question.

Hey, good morning. With regards to the guidance, how did Q1 results compare to initial underwriting? How much of a slowdown are you seeing in current inventory levels and throughput in Q2 thus far? I guess we're trying to get a sense for how much of this change in occupancy, throughput, and rent and services rate guidance is based on business to date. versus some conservatism or additional conservatism built into a future demand.

I'll take this one. Why don't you take that one, Jacob? Good morning. You look at Q1, I would say it very much came in spot on to what we were expecting. So our change in full year guidance had nothing to do with the operations in Q1. You look at Q2, we're forecasting that to be very similar to Q1. But it was really the overall seasonality build in the back half of the year and the timing of the new business coming on, the sales pipeline. What we did based on the current environment, we muted those expectations a little bit in the back half of the year. So that's what really brought down the guidance.

Okay. Thank you. And for a follow-up, maybe another way to ask about the physical and economic occupancy gap that we all seem to be focusing on. did you see renewals in Q1 from customers that have a 10% plus gap currently on their usage versus what they've signed for? I'm just thinking, you know, with the longer contracts you have in place or the lack of annual renewals, you know, maybe it's just something that we haven't seen so far as customers decide to, to reset those levels of fixed commit. Yeah.

Yeah. No, I mean, so, so yeah, When we report the number of fixed commitments, it's the combination of new deals that are signed under fixed commitments, any renewals that didn't occur, and then any gaps or any changes that may have occurred at a renewal date. And, again, we're up not just in percentage, but we're up in absolute dollar value of revenue under fixed commitments. So, you know, we saw a mix, right? We saw new customers get added under fixed commitments. We saw existing customers upon their renewal increase their fixed commitments. And then we saw a few go the other way. So the net was a positive as it has been now for 16 straight quarters.

Thank you.

Our next question comes from Mike Mueller with JP Morgan. Please proceed with your question.

Yeah. Hi. Can you give us a sense as to what you think, you know, third-party stabilized acquisition multiples are today?

I'm not sure I can answer that question, Mike. I don't know what multiples are doing today. I know what expectations were. I don't know that they've changed. I think they're very unrealistic given where we are today. But I couldn't put a number on it.

Okay. And then I guess maybe on the development front, maybe along the same lines of returns, can you talk a little bit about how your underwriting and return requirements have changed? and what you're expecting on spot new developments today compared to, say, a year or two ago?

Yeah, I mean, our underwriting expectations haven't changed, right? You know, I think that we have focused our development in the three areas that we've talked about that we believe are the best three areas, which are partnership builds, low-risk expansions, and customer-dedicated builds. You know, when we do those types of developments, we think the returns associated with those are much more in the low-risk category than, you know, the type of speculative development that you've seen out there in the industry. So we're going to focus on those, and our return expectations have not changed.

Our next question comes from Kim with Truist Securities. Please proceed with your question.

Thank you. Good morning. Going back to your internal operations this quarter, of this period, you guys held on to pricing a little bit more than your peers. So when you think about the business cadence during the quarter, was it just all your customers doing a little bit less business, or did you actually have some churn? And if there was any difference between your more restaurant-orientated customers or grocers? Thank you.

No, I'd say customer churn stayed, I think we said, in line on the call. And I'll ask Rob to go into a little more detail. But in general, Keevan, what we're seeing is exactly what we referred to in the last quarter and even before that. Just a general lowering of inventory across the entire system based on lower demand than when we gave guidance last quarter due to the tariff situation and it exacerbating fears of inflation, driving consumer confidence pretty far down, as we referenced in our prepared remarks. So I'll just turn it over to Rob for a little more color.

Yeah, the only thing that I would go deeper on is just to say, if you were to look at our customer mix, as we said, you know, we didn't have any change in the composition of our large customer base. You know, as far as the churn goes, you generally see that in some of the smaller, more price-sensitive customers that carry, you know,

smaller piles of inventory and are more transient. Okay. Um, and how about any difference between restaurant and grocery?

I would say I, you know, when it comes to restaurant, we break it into quick serve and kind of broad line distribution. I would say, um, it's more different by geography than line of business. So in the U S I would say that the client is consistent across the board. But if you look at other parts of the world, particularly our Asia-Pac business, QSR and retail are doing great. Occupancy is 90-plus percent. So I'd say it's a U.S. phenomenon, and it is across every aspect of the business right now.

Our next question comes from Michael Carroll with RBC. Please proceed with your question.

Yeah, thanks. George, maybe ask another way on some of these inventory questions. I mean, I know historically, or at least the past few quarters, the prevailing view is that customers have cut their inventories as much as they probably could cut them. I mean, A, is that true? And if so, why are they able to cut them more? Or are you seeing inventories drop further from where we saw them at the end of last year, kind of coming to the beginning of this year?

Well, demand drives inventory levels, Mike. We've talked about that before. That's how every system in the food industry works. And demand is down. Again, coming back to the tariff situation and inflation fears associated with them, we quoted that consumer confidence study, and consumer confidence is lower than it has been. So that's what's driving down inventory levels. I still believe, and we still have in our plan, a seasonal build in the second half of the year, albeit muted, as Jay mentioned, but I don't believe we can get through a summer at these inventory levels. I think we need some modest sequential build and inventory to do that. We have a conservative view of that in our plan, as Jay mentioned in his part of the script, and You know, that's where we are. But this is demand-related. It's not about how low a company can run their inventory. I'm sure every company in the food industry would like to sell more versus cut their inventory. And we just need an environment where consumers feel comfortable spending more money.

Mike, I've said over the past quarter that a normal seasonality sequential movement of inventory from Q4 to Q1 is 200 to 300 BIPs. We came in at 270 bits sequentially. So basically came in where expected. Generally Q2 was flattish, which we're still forecasting. It was more the seasonal holiday build of inventory. We're just becoming more conservative on based on the condition. So it's not lowering current levels more. It's not building as much for the holiday season is what we changed our forecast on.

Okay, great. And then Rob, can you provide some color on the sales pipeline? I believe you were saying in the prepared remarks that you executed, what, 40% to 50% of that pipeline already. But at the same time, I think you guys are saying that customers are delaying decisions and are unwilling to kind of make expansionary type plans. Maybe can you tie those two comments together? It's like, how are you executing on the sales pipeline if customers are generally not willing to make decisions?

Yeah, so our sales pipeline that we came into the year with, you're right, Mike. Like we said, we're executing that very well, and we're ahead of not only where we were this time last year, but we've closed close to 50% of that year to date. So we're very pleased with that. We'd like to see that inventory for deals that we have won come into our system faster. We always know it takes time once you close a piece of business, for that volume to transition into your network. And I think in this environment, that can take a little bit longer. And so that's some of the impact of what we talked about being more muted in the back half of the year. And then we're always focused on refilling the next tranche of our pipeline. And that's where you see you've got customers that we're having dialogue with, which the next deal's up. you know, there's some level of uncertainty around those. But the pipeline that we came into the year with, we feel very good about. We're executing it strong. And, you know, we know that business will come, just albeit a little bit slower.

Our next question comes from Nick Stillman with Baird. Please proceed with your question.

Hey, good morning. Maybe you wanted to touch a little bit on some of the non-same store assets and kind of the components of that. On those, maybe the profile of those kind of eight leases you, the four you're leasing, the four you're looking to sell, are these older CapEx profiles or underutilized assets and or markets that you just don't like? Just a little bit more color on those specific instances would be helpful.

Yeah, so a lot of these are facilities, first of all, where we have other owned infrastructure in the existing facility. or in the same geography, and we think it's most prudent to move some of that existing inventory into owned assets so that we can shed some of those leases. A lot of those leases do have capital requirements that we think is best spent on facilities that we own. And so it ends up becoming a very good scenario for us where we're able to move business into owned infrastructure in locations where we already have facilities and shed those leases longer term. That's the major catalyst behind it.

And when you look at our non-same-store NOI guide, it has been increased mostly for the Houston acquisition, a little bit of an improvement on the ramping of Lancaster and Plainville. But it's also been offset a bit by when we move these sites in, there's costs that go through non-same-store NOI until we shut down the operations there fully. So when you really look at the new guidance we provided on non-same-store, we're not going to see a lot of positive NOI for the next two quarters. But as Plainville, Lancaster become fully ramped, as the costs associated with Allentown and Kansas City opening go away, and as we fully exit the operations in these sites, it's really you see the predominant benefit of non-same-store NOI in Q4.

Let me just add to the discussion on disposing assets, et cetera, getting out of leases. We're just setting up, we're optimizing our portfolio, Nick, setting ourselves up for when volume comes back to maximize NOI. That's the objective of the team working on our portfolio and obviously exiting some leases and growing the inventory in our own facilities as Not just for the CapEx reason, but obviously the margins are higher when we're not paying rent. It sets us up really well to grow very fast when volume comes back.

No, that's helpful. And the four that you're looking to sell, do you have like a rough guideline of the potential proceeds you could get from that?

They're all negotiated deals. And everybody who holds a lease has a different view on how long they want to hold it and how the deal will work. We'll do nothing that isn't accretive and nothing that doesn't fulfill the objective I just mentioned, but it's impossible to predict given how many leaseholders there are and what their motivations are.

Our next question comes from Vince Devone with Green Street. Please proceed with your question.

Hi, good morning. I wanted to follow up on the comments that your fixed commitment contracts don't involve annual resets. So just wanted to get a sense of what is the weighted average term of these agreements typically when they're signed, and also what is their weighted average remaining term? And then also, how are price changes structured for the multi-year agreements?

Yeah, so if you're a customer going into existing infrastructure, Our fixed commitments tend to be between three and seven years when we sign them originally. So you can take that as an average of five. If you're going into a new build that we dedicated on your behalf, those can be 15 to 20 year fixed agreements. So, you know, I would think about that as we sign new deals. We do disclose in our, you know, supplemental or fixed commitment maturity schedule. So I'd refer you to that for the the existing weighted average. And when you think about pricing, you know, our pricing, generally our agreements are signed with what we call annual general rate increases. Those general rate increases are pre-negotiated. They've been in the low single digits for a number of years now. And then there's protections in our agreements for cost changes beyond our control. You know, we do a lot of things to keep our cost structure low and provide the best rates to our customers, but there are certain things that are outside of our control. And if our annual general rate increases don't compensate for that, we have the right to go back and adjust pricing based on those changes. It's a structure that we think we lead the industry on and we would consider best in class.

No, that's really helpful. I mean, how should we think about, though, you know, maybe future price changes when those agreements roll? So, I mean, it's hard to know exactly how market rents function in this industry from our seat. But, you know, is there a risk that as some of these agreements roll in 26, it's kind of the price change is going to be delayed if there's broader pressure in the industry to today, but maybe we're just not seeing in your metrics if you have more protection than your peer.

Like we said, Vince, we have the tools, we have the visibility to understand profitability at a customer level, at a site level, at a program level, and we think we should be paid fairly for the service and the value that we provide. That's how we think about pricing every day as we go through these conversations with our customers. We certainly have to defend our market share against some of the competitive pressure. But at the same time, I think you've seen that we've been very, very rational over a long period of time. It's not our first rodeo through a tough cycle. We've been in a cycle where there's been additional capacity here for a while. And I think we've held the line pretty well. So our expectation is that we get paid and compensated fairly for the service and the value we bring. We have the tools to be able to do that, and we're going to continue to do that.

And Vince, what I would say is the mode around this business when it comes to price is two things. One is the customer service that we provide, which I would argue is best in the industry, and I think our pricing reflects that. And two is the scope of value-add services you provide. Our scope is very, very wide. So another way of saying that is our customers get much more value than just storing a pallet in our facility. And they expect that value because we offer the broadest range of services in the industry. So those are the moats around pricing. You know, last quarter this business didn't get any easier to run, and we delivered the value we deliver every quarter. So in theory, price should not decline, and it didn't in our business. It doesn't mean it won't in the future because, as Rob said, we need to protect our market share. But where we are now, I think our reputation in the industry is helping our price more than anything else.

We have reached the end of our question and answer session, which concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.