- Global Warehouse Segment Revenue Grows 6.0% Year-Over-Year -
- Completed Initial Public Offering -
- Declared First Quarter 2018 Dividend -
ATLANTA--(BUSINESS WIRE)--
Americold Realty Trust (NYSE:COLD) (the "Company"), the world’s largest
owner and operator of temperature-controlled warehouses, today announced
financial and operating results for the quarter and year ended December
31, 2017. The Company completed its initial public offering on January
23, 2018 and the results detailed below reflect the pre-IPO entity,
except where noted.
“We are extremely pleased with our full year 2017 results, which showed
strong year over year growth including Global Warehouse segment revenue
and segment contribution (NOI) increasing 6.0% and 10.9%, respectively.
With the successful completion of our initial public offering in January
2018, we are now the first publicly traded owner-operator dedicated to
temperature-controlled infrastructure. Our portfolio of mission critical
assets, focused management, and customer-centric operating platform
provide a meaningful competitive advantage as we focus on creating
long-term shareholder value through the execution of our internal and
external growth strategy,” stated Fred Boehler, President and Chief
Executive Officer of Americold Realty Trust.
Full Year Highlights
-
Total revenue increased 3.6% to $1.54 billion of which Global
Warehouse segment revenue grew 6.0% to $1.15 billion, both over prior
year
-
Total contribution (NOI) increased 8.2% to $374.1 million; of which
Global Warehouse segment contribution (NOI) was up 10.9% to $348.3
million, both over prior year
-
Net loss of $0.6 million compared to net income of $4.9 million for
the prior year
-
Core EBITDA of $287.1 million, a 9.9% increase over prior year
-
Adjusted Funds from Operations (“AFFO”) of $94.6 million, a 33.0%
increase over prior year
-
Global Warehouse segment same store revenue grew 6.1% to $1.12
billion, with segment contribution (NOI) improving 9.8% to $346.9
million, both over prior year
-
Same store occupancy for the Global Warehouse segment expanded 110
basis points, over prior year to 78.3%
-
Opened a new 6.8 million refrigerated cubic foot facility in
Clearfield, Utah, and commenced construction on two development
projects, a 5.2 million refrigerated cubic foot facility in
Middleboro, MA and a 15.7 million refrigerated cubic foot automated
high-rise expansion of an existing facility in suburban Chicago
Highlights Subsequent to Year End
-
Completed initial public offering (“IPO”) in January 2018, generating
net proceeds of $494 million to the Company through the issuance of
33.4 million common shares of beneficial interest
-
Closed new $925 million senior secured credit facility
-
Declared a pro-rata dividend of $0.13958 per common share payable on
April 16, 2018 to shareholders of record on March 30, 2018,
representing a full quarterly dividend of $0.1875 per share, which
equates to $0.75 per share on an annual basis
Fourth Quarter and Full Year 2017 Financial
Results
Total revenue for the fourth quarter 2017 was $401.7 million, a 1.8%
increase from the same quarter of the prior year. For the full-year
2017, total revenue grew to $1.54 billion, an increase of 3.6% to 2016.
For the fourth quarter of 2017, the Company reported net income of $8.0
million, compared to net income of $12.4 million, for the same quarter
of the prior year. For the full year 2017, the Company reported a net
loss of $0.6 million, compared to net income of $4.9 million, for the
prior year.
Total contribution (NOI) for the fourth quarter 2017 was $100.4 million,
compared to total contribution (NOI) of $101.0 million for the same
quarter of the prior year. The Company's fourth quarter 2016 revenues
and contribution (NOI) were favorably impacted by the timing of revenue
recognition associated with certain annual customer contractual volume
commitments totaling approximately $5 million. Excluding this impact,
total contribution (NOI) improved $4.4 million, or 4.4% for the same
quarter of the prior year. For the full year 2017, total contribution
(NOI) was $374.1 million, an 8.2 % increase over 2016.
Core EBITDA was $78.7 million for the fourth quarter of 2017, compared
to $82.0 million for the same quarter of the prior year. Fourth quarter
2016 Core EBITDA benefited from the same volume commitment revenue
related items mentioned above, and approximately $2.0 million of other
income related to business interruption insurance proceeds. Excluding
these favorable items recorded in the fourth quarter of 2016, Core
EBITDA improved $3.7 million, or 4.9% from the same quarter of the prior
year. For the full year 2017, Core EBITDA grew to $287.1 million, a 9.9%
increase over 2016.
For the fourth quarter of 2017, Core Funds from Operations (“Core FFO”)
was $32.7 million, compared to $31.5 million for same quarter of the
prior year. For the full year 2017, Core FFO was $106.1 million,
compared to $69.2 million for the prior year.
For the fourth quarter of 2017, AFFO was $24.0 million, compared to
$28.3 million for same quarter of the prior year. For the full year
2017, AFFO was $94.6 million, compared to $71.1 million for the prior
year. AFFO excludes certain expenses and income items that do not
represent core expenses and income streams and the full definition and
reconciliation can be found in the Company’s supplemental financial
information.
Fourth Quarter and Full Year 2017 Global
Warehouse Segment Results
For full year 2017, the Global Warehouse segment were $1.15 billion, a
6.0% increase over 2016. Segment contribution (NOI) was $348.3 million,
or 30.4% of segment revenue for full year 2017, compared to $314.0
million, or 29.1% of revenue, for the prior year. This represents 10.9%
improvement in segment profitability over 2016 and an expansion of 130
basis points in segment margin year-over-year.
For the fourth quarter of 2017, the Global Warehouse segment reported
revenue of $297.6 million, a 2.3% increase over the fourth quarter of
2016. Segment contribution (NOI) was $93.9 million, or 31.6% of segment
revenue for the fourth quarter, compared to $92.2 million, or 31.7% of
revenue, for the same quarter of the prior year. This represents a 1.9%
improvement in segment contribution (NOI) over the fourth quarter of
2016. Normalizing for the portion of the revenue recognition associated
with certain annual customer contractual volume commitments associated
with our global warehouse segment, approximately $4.0 million, the year
over year improvement in revenue and contribution (NOI) would have been
3.7% and 6.4%, respectively. Additionally, normalized contribution (NOI)
margin would have expanded 100 basis points to 31.7% from 30.7%.
The Company ended 2017 with 146 total facilities in its Global Warehouse
segment portfolio. Of the 146 total facilities, 139 meet the Company’s
definition of facilities with at least 24 months of consecutive
"normalized operations" and are reported as "same store". The remaining
seven facilities are in various stages of operations and are classified
as "non-same store".
The tables below summarize the fourth quarter and full year 2017 Global
Warehouse full segment and same store metrics compared to the same
period a year ago:
|
Global Warehouse - Total
|
|
|
Three Months Ended December 31,
|
|
|
Change
|
|
|
Year Ended December 31,
|
|
|
Change
|
|
Dollars in thousands
|
|
|
2017
|
|
|
2016
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
Global Warehouse revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent and storage
|
|
|
$
|
131,695
|
|
|
|
$
|
128,664
|
|
|
|
2.4
|
%
|
|
|
$
|
501,604
|
|
|
|
$
|
476,800
|
|
|
|
5.2
|
%
|
|
Warehouse services
|
|
|
165,903
|
|
|
|
162,330
|
|
|
|
2.2
|
%
|
|
|
644,058
|
|
|
|
604,067
|
|
|
|
6.6
|
%
|
|
Total Warehouse revenues
|
|
|
297,598
|
|
|
|
290,994
|
|
|
|
2.3
|
%
|
|
|
1,145,662
|
|
|
|
1,080,867
|
|
|
|
6.0
|
%
|
|
Global Warehouse contribution (NOI)
|
|
|
$
|
93,930
|
|
|
|
$
|
92,175
|
|
|
|
1.9
|
%
|
|
|
$
|
348,328
|
|
|
|
$
|
314,045
|
|
|
|
10.9
|
%
|
|
Global Warehouse margin
|
|
|
31.6
|
%
|
|
|
31.7
|
%
|
|
|
-10 bps
|
|
|
30.4
|
%
|
|
|
29.1
|
%
|
|
|
130 bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units in thousands except per pallet data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Warehouse rent and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average occupied pallets
|
|
|
2,625
|
|
|
|
2,595
|
|
|
|
1.2
|
%
|
|
|
2,509
|
|
|
|
2,470
|
|
|
|
1.6
|
%
|
|
Average physical pallet positions
|
|
|
3,232
|
|
|
|
3,213
|
|
|
|
0.6
|
%
|
|
|
3,216
|
|
|
|
3,231
|
|
|
|
(0.5
|
)%
|
|
Occupancy percentage
|
|
|
81.2
|
%
|
|
|
80.8
|
%
|
|
|
40 bps
|
|
|
78.0
|
%
|
|
|
76.4
|
%
|
|
|
160 bps
|
|
Same store rent and storage revenues per occupied pallet
|
|
|
$
|
50.16
|
|
|
|
$
|
49.58
|
|
|
|
1.2
|
%
|
|
|
$
|
199.96
|
|
|
|
$
|
193.04
|
|
|
|
3.6
|
%
|
|
Global Warehouse services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Throughput pallets
|
|
|
6,951
|
|
|
|
7,018
|
|
|
|
(1.0
|
)%
|
|
|
27,626
|
|
|
|
27,123
|
|
|
|
1.9
|
%
|
|
Same store warehouse services revenues per throughput pallet
|
|
|
$
|
23.87
|
|
|
|
$
|
23.13
|
|
|
|
3.2
|
%
|
|
|
23.31
|
|
|
|
22.27
|
|
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Warehouse - Same Store
|
|
|
Three Months Ended December 31,
|
|
|
Change
|
|
|
Year Ended December 31,
|
|
|
Change
|
|
Dollars in thousands
|
|
|
2017
|
|
|
2016
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
Global Warehouse same store revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent and storage
|
|
|
$
|
128,825
|
|
|
|
$
|
126,323
|
|
|
|
2.0
|
%
|
|
|
$
|
491,174
|
|
|
|
$
|
465,528
|
|
|
|
5.5
|
%
|
|
Warehouse services
|
|
|
162,633
|
|
|
|
159,556
|
|
|
|
1.9
|
%
|
|
|
631,287
|
|
|
|
591,994
|
|
|
|
6.6
|
%
|
|
Total same store revenues
|
|
|
291,458
|
|
|
|
285,879
|
|
|
|
2.0
|
%
|
|
|
1,122,461
|
|
|
|
1,057,522
|
|
|
|
6.1
|
%
|
|
Global Warehouse same store contribution (NOI)
|
|
|
$
|
93,234
|
|
|
|
$
|
92,278
|
|
|
|
1.0
|
%
|
|
|
$
|
346,879
|
|
|
|
$
|
315,809
|
|
|
|
9.8
|
%
|
|
Global Warehouse same store margin
|
|
|
32.0
|
%
|
|
|
32.3
|
%
|
|
|
-30 bps
|
|
|
30.9
|
%
|
|
|
29.9
|
%
|
|
|
100 bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units in thousands except per pallet data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Warehouse same store rent and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average occupied pallets
|
|
|
2,559
|
|
|
|
2,556
|
|
|
|
0.1
|
%
|
|
|
2,447
|
|
|
|
2,414
|
|
|
|
1.4
|
%
|
|
Average physical pallet positions
|
|
|
3,128
|
|
|
|
3,126
|
|
|
|
0.1
|
%
|
|
|
3,124
|
|
|
|
3,125
|
|
|
|
—
|
%
|
|
Occupancy percentage
|
|
|
81.8
|
%
|
|
|
81.8
|
%
|
|
|
0 bps
|
|
|
78.3
|
%
|
|
|
77.2
|
%
|
|
|
110 bps
|
|
Same store rent and storage revenues per occupied pallet
|
|
|
$
|
50.34
|
|
|
|
$
|
49.41
|
|
|
|
1.9
|
%
|
|
|
$
|
200.75
|
|
|
|
$
|
192.87
|
|
|
|
4.1
|
%
|
|
Global Warehouse same store services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Throughput pallets
|
|
|
6,799
|
|
|
|
6,895
|
|
|
|
(1.4
|
)%
|
|
|
27,038
|
|
|
|
26,562
|
|
|
|
1.8
|
%
|
|
Same store warehouse services revenues per throughput pallet
|
|
|
$
|
23.92
|
|
|
|
$
|
23.14
|
|
|
|
3.4
|
%
|
|
|
$
|
23.34
|
|
|
|
$
|
22.29
|
|
|
|
4.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Commitment Rent and Storage Revenue
At the end of 2017, annualized committed rent and storage revenue was
$196.4 million, which represented 39.2% of our total Warehouse
segment rent and storage revenue for the twelve
months ended December 31, 2017.
Real Estate Portfolio
During the first quarter of 2017, the Company acquired a 9.6 million
refrigerated cubic foot facility in San Antonio, TX which is fully
leased to one customer under a long-term triple net lease. During the
fourth quarter of 2017 the Company completed the construction of and
began operations in its 6.8 million refrigerated cubic foot facility in
Clearfield, UT.
During the third quarter of 2017, the Company commenced construction on
a new 5.2 million refrigerated cubic foot facility based in Middleboro,
MA and began construction of the 15.7 million refrigerated cubic foot
high-rise expansion of one its suburban Chicago facilities, located in
Rochelle, IL, which will incorporate state-of-art automation
capabilities. These facilities are expected to be completed in the third
and fourth quarter of 2018, respectively.
Total capital spend on these acquisitions and growth projects totaled
$93.8 million for the full year 2017.
During 2017, the Company sold three facilities, two of which were idle.
The two idle facilities were Norfolk, VA and West Point, MS. The third
facility, Gloucester East Main, MA, maintained operations through its
sale in the fourth quarter. During the third quarter, the Company exited
a facility that it had leased in New Zealand.
Capital and Balance Sheet Activity
Subsequent to year-end, in January 2018, the Company completed its IPO
and issued 33.4 million common shares of beneficial interest at $16.00
per share, including the full exercise of the underwriters’ option to
purchase additional shares, raising aggregate net proceeds to the
Company of approximately $494 million after deducting the underwriting
discount and offering expenses.
In connection with the IPO, the Company closed on its new $925 million
senior secured credit facility, consisting of a five-year, $525 million
senior secured term loan A facility and a three-year, $400 million
senior secured revolving credit facility. The credit facility has a $400
million accordion option, bringing total potential capacity to $1.325
billion. Borrowings under the entire facility bore interest at a
floating rate of one-month LIBOR plus 250 basis points at origination.
The spread varies between 235 and 300 basis points based on a leverage
grid.
In the first quarter 2018, the Company utilized a portion of the net
proceeds from the IPO, together with proceeds from the new senior
secured facilities to repay $807 million outstanding under the Company’s
senior secured Term Loan B facility and revolving credit facility. The
Company also repaid $20.5 million of construction loan debt and canceled
the commitment for future funding on those loans. In February 2018, the
Company repaid $50 million on its outstanding senior term loan A
facility, at which point the Company’s lender group increased its
aggregate revolving credit commitments on the Company’s existing $400
million senior revolving credit facility by $50 million to $450 million.
At March 23, 2018, the Company had total liquidity of $609 million,
including cash and capacity on the Company’s revolving credit facility.
The Company had total debt outstanding of approximately $1.57 billion,
with a weighted average effective interest rate of 5.52% and a weighted
average remaining term of 4.4 years. The Company has no material debt
maturities during the remainder of 2018 and 2019.
Dividend
On March 15, 2018, the Company’s Board of Trustees declared a pro-rata
dividend of $0.13958 per common share for the first quarter of 2018,
payable on April 16, 2018 to shareholders of record on March 30, 2018,
representing $0.1875 per share for a full quarter.
Investor Webcast and Conference Call
The Company will hold a webcast and conference call on Wednesday, March
28, 2018 at 5:00 p.m. Eastern Time to discuss fourth quarter and full
year 2017 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 1-877-407-4018 or
1-201-689-8471. The telephone replay can be accessed by dialing
1-844-512-2921 or 1-412-317-6671 and providing the conference ID#
13677103. The telephone replay will be available starting shortly after
the call until April 11, 2018.
The Company’s supplemental package will be available prior to the
conference call in the Investor Relations section of the Company’s
website at http://ir.americold.com.
About the Company
Americold is the world’s largest owner and operator of
temperature-controlled warehouses. Based in Atlanta, Georgia, Americold
owns and operates 158 temperature-controlled warehouses, with
approximately 934 million 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. Americold serves
over 2,600 customers and employs approximately 11,000 associates
worldwide.
Non-GAAP Financial Measures
This press release contains non-GAAP financial measures, including FFO,
core FFO, AFFO, EBITDA and Core EBITDA and same store segment revenue
and contribution. A reconciliation from U.S. GAAP net income available
to common stockholders 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 stockholders to EBITDA, 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 adverse economic or real estate developments in our
geographic markets or the temperature-controlled warehouse industry;
general economic conditions; risks associated with the ownership of real
estate and temperature-controlled warehouses in particular; defaults or
non-renewals of contracts with customers; potential bankruptcy or
insolvency of our customers; uncertainty of revenues, given the nature
of our customer contracts; increased interest rates and operating costs;
our failure to obtain necessary outside financing; risks related to, or
restrictions contained in, our debt financing; decreased storage rates
or increased vacancy rates; difficulties in identifying properties to be
acquired and completing acquisitions; risks related to expansions of
existing properties and developments of new properties, including
failure to meet budgeted or stabilized returns in respect thereof;
acquisition risks, including the failure of such acquisitions to perform
in accordance with projections; difficulties in expanding our operations
into new markets, including international markets; our failure to
maintain our status as a REIT; uncertainties and risks related to
natural disasters and global climate change; 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 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; liabilities as a result of our participation in
multi-employer pension plans; the cost and time requirements as a result
of our operation as a publicly traded REIT; the concentration of
ownership by Yucaipa, the GS Entities and the Fortress Entity; changes
in foreign currency exchange rates; and 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.
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 documents include, among
others, statements about our 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, 2017 and our other reports
filed with the Securities and Exchange Commission, could cause our
actual results to differ materially from those projected in any
forward-looking statements we make. We assume no obligation to update or
revise these forward-looking statements for any reason, or to update the
reasons actual results could differ materially from those anticipated in
these forward-looking statements, even if new information becomes
available in the future.
|
Americold Realty Trust and Subsidiaries
|
|
Consolidated Balance Sheets
|
|
(In thousands, except shares and per share amounts)
|
|
|
|
December 31,
|
|
|
|
2017
|
|
|
2016
|
|
Assets
|
|
|
|
|
|
|
|
Property, plant, and equipment:
|
|
|
|
|
|
|
|
Land
|
|
|
$
|
389,443
|
|
|
|
$
|
384,855
|
|
|
Buildings and improvements
|
|
|
1,865,727
|
|
|
|
1,765,991
|
|
|
Machinery and equipment
|
|
|
555,453
|
|
|
|
532,855
|
|
|
|
|
2,810,623
|
|
|
|
2,683,701
|
|
|
Accumulated depreciation and depletion
|
|
|
(1,010,903
|
)
|
|
|
(923,686
|
)
|
|
Property, plant, and equipment – net
|
|
|
1,799,720
|
|
|
|
1,760,015
|
|
|
Capitalized leases:
|
|
|
|
|
|
|
|
Buildings and improvements
|
|
|
16,827
|
|
|
|
16,827
|
|
|
Machinery and equipment
|
|
|
59,389
|
|
|
|
41,831
|
|
|
|
|
76,216
|
|
|
|
58,658
|
|
|
Accumulated depreciation
|
|
|
(41,051
|
)
|
|
|
(34,607
|
)
|
|
Capitalized leases – net
|
|
|
35,165
|
|
|
|
24,051
|
|
|
Cash and cash equivalents
|
|
|
48,873
|
|
|
|
22,834
|
|
|
Restricted cash
|
|
|
21,090
|
|
|
|
40,096
|
|
|
Accounts receivable – net of allowance of $4,961 and $4,072 at
December 31, 2017 and 2016, respectively
|
|
|
200,354
|
|
|
|
199,751
|
|
|
Identifiable intangible assets – net
|
|
|
26,645
|
|
|
|
24,254
|
|
|
Goodwill
|
|
|
188,169
|
|
|
|
186,805
|
|
|
Investments in partially owned entities
|
|
|
15,942
|
|
|
|
22,396
|
|
|
Other assets
|
|
|
59,287
|
|
|
|
47,429
|
|
|
Total assets
|
|
|
$
|
2,395,245
|
|
|
|
$
|
2,327,631
|
|
|
Liabilities, Series B Preferred Shares and shareholders’ deficit
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
Borrowings under revolving line of credit
|
|
|
$
|
—
|
|
|
|
$
|
28,000
|
|
|
Accounts payable and accrued expenses
|
|
|
241,259
|
|
|
|
210,469
|
|
|
Construction loan - net of deferred financing costs of $179 at
December 31, 2017
|
|
|
19,492
|
|
|
|
—
|
|
|
Mortgage notes and term loans - net of discount and deferred
financing costs of $31,996 and $35,916, in the aggregate, at
December 31, 2017 and 2016, respectively
|
|
|
1,721,958
|
|
|
|
1,652,425
|
|
|
Sale-leaseback financing obligations
|
|
|
121,516
|
|
|
|
123,616
|
|
|
Capitalized lease obligations
|
|
|
38,124
|
|
|
|
27,932
|
|
|
Unearned revenue
|
|
|
19,196
|
|
|
|
17,863
|
|
|
Pension and postretirement benefits
|
|
|
16,756
|
|
|
|
21,799
|
|
|
Deferred tax liability - net
|
|
|
21,940
|
|
|
|
23,055
|
|
|
Multi-Employer pension plan withdrawal liability
|
|
|
9,134
|
|
|
|
—
|
|
|
Total liabilities
|
|
|
2,209,375
|
|
|
|
2,105,159
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
Preferred shares of beneficial interest, $0.01 par value –
authorized 375,000 Series B Cumulative Convertible Voting and
Participating Preferred Shares; aggregate liquidation preference of
$375,000; 375,000 shares issued and outstanding at December 31, 2017
and 2016
|
|
|
372,794
|
|
|
|
371,927
|
|
|
Shareholders’ deficit:
|
|
|
|
|
|
|
|
Preferred shares of beneficial interest, $0.01 par value –
authorized 1,000 Series A Cumulative Non-Voting Preferred Shares;
aggregate liquidation preference of $125; 125 shares issued and
outstanding at December 31, 2017 and 2016
|
|
|
—
|
|
|
|
—
|
|
|
Common shares of beneficial interest, $0.01 par value – authorized
250,000,000 shares; 69,370,609 shares issued and outstanding at
December 31, 2017 and 2016
|
|
|
694
|
|
|
|
694
|
|
|
Paid-in capital
|
|
|
394,082
|
|
|
|
392,591
|
|
|
Accumulated deficit and distributions in excess of net earnings
|
|
|
(581,470
|
)
|
|
|
(532,196
|
)
|
|
Accumulated other comprehensive loss
|
|
|
(230
|
)
|
|
|
(10,544
|
)
|
|
Total shareholders’ deficit
|
|
|
(186,924
|
)
|
|
|
(149,455
|
)
|
|
Total liabilities, Series B Preferred Shares and shareholders’
deficit
|
|
|
$
|
2,395,245
|
|
|
|
$
|
2,327,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Operations
|
|
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
Year Ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent, storage, and warehouse services revenues
|
|
|
$
|
297,598
|
|
|
|
$
|
290,994
|
|
|
|
$
|
1,145,662
|
|
|
|
$
|
1,080,867
|
|
|
Third-party managed services
|
|
|
63,628
|
|
|
|
64,390
|
|
|
|
242,189
|
|
|
|
252,411
|
|
|
Transportation services
|
|
|
38,405
|
|
|
|
36,969
|
|
|
|
146,070
|
|
|
|
147,004
|
|
|
Other revenues
|
|
|
2,089
|
|
|
|
2,209
|
|
|
|
9,666
|
|
|
|
9,717
|
|
|
Total revenues
|
|
|
401,720
|
|
|
|
394,562
|
|
|
|
1,543,587
|
|
|
|
1,489,999
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent, storage, and warehouse services cost of operations
|
|
|
203,669
|
|
|
|
198,817
|
|
|
|
797,334
|
|
|
|
766,822
|
|
|
Third-party managed services cost of operations
|
|
|
60,485
|
|
|
|
59,916
|
|
|
|
229,364
|
|
|
|
237,597
|
|
|
Transportation services cost of operations
|
|
|
35,188
|
|
|
|
33,114
|
|
|
|
133,120
|
|
|
|
132,586
|
|
|
Cost of operations related to other revenues
|
|
|
2,011
|
|
|
|
1,764
|
|
|
|
9,664
|
|
|
|
7,349
|
|
|
Depreciation, depletion, and amortization
|
|
|
29,545
|
|
|
|
29,817
|
|
|
|
116,741
|
|
|
|
118,571
|
|
|
Selling, general and administrative
|
|
|
26,855
|
|
|
|
28,080
|
|
|
|
104,640
|
|
|
|
100,238
|
|
|
Impairment of long-lived assets
|
|
|
700
|
|
|
|
9,820
|
|
|
|
9,473
|
|
|
|
9,820
|
|
|
Multi-Employer pension plan withdrawal expense
|
|
|
—
|
|
|
|
—
|
|
|
|
9,167
|
|
|
|
—
|
|
|
Total operating expenses
|
|
|
358,453
|
|
|
|
361,328
|
|
|
|
1,409,503
|
|
|
|
1,372,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
43,267
|
|
|
|
33,234
|
|
|
|
134,084
|
|
|
|
117,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from partially owned entities
|
|
|
(21
|
)
|
|
|
977
|
|
|
|
(1,363
|
)
|
|
|
(128
|
)
|
|
Impairment of partially owned entities
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,496
|
)
|
|
|
—
|
|
|
Interest expense
|
|
|
(29,665
|
)
|
|
|
(29,274
|
)
|
|
|
(114,898
|
)
|
|
|
(119,552
|
)
|
|
Interest income
|
|
|
289
|
|
|
|
177
|
|
|
|
1,074
|
|
|
|
708
|
|
|
Loss on debt extinguishment and modification
|
|
|
—
|
|
|
|
—
|
|
|
|
(986
|
)
|
|
|
(1,437
|
)
|
|
Foreign currency exchange gain (loss)
|
|
|
279
|
|
|
|
2,930
|
|
|
|
(3,591
|
)
|
|
|
464
|
|
|
Other (expense) income, net
|
|
|
(237
|
)
|
|
|
1,312
|
|
|
|
918
|
|
|
|
2,142
|
|
|
Income (loss) before income tax and gain (loss) from sale of real
estate, net of tax
|
|
|
13,912
|
|
|
|
9,356
|
|
|
|
8,742
|
|
|
|
(787
|
)
|
|
Income tax (expense) benefit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
(5,317
|
)
|
|
|
213
|
|
|
|
(13,051
|
)
|
|
|
(6,465
|
)
|
|
Deferred
|
|
|
(721
|
)
|
|
|
(2,812
|
)
|
|
|
3,658
|
|
|
|
586
|
|
|
Total income tax expense
|
|
|
(6,038
|
)
|
|
|
(2,599
|
)
|
|
|
(9,393
|
)
|
|
|
(5,879
|
)
|
|
Income (loss) before gain (loss) from sale of real estate, net of tax
|
|
|
7,874
|
|
|
|
6,757
|
|
|
|
(651
|
)
|
|
|
(6,666
|
)
|
|
Gain from sale of real estate, net of tax
|
|
|
126
|
|
|
|
5,602
|
|
|
|
43
|
|
|
|
11,598
|
|
|
Net income (loss)
|
|
|
$
|
8,000
|
|
|
|
$
|
12,359
|
|
|
|
$
|
(608
|
)
|
|
|
$
|
4,932
|
|
|
Less distributions on preferred shares of beneficial interest -
Series A
|
|
|
(8
|
)
|
|
|
(8
|
)
|
|
|
(16
|
)
|
|
|
(16
|
)
|
|
Less distributions on preferred shares of beneficial interest -
Series B
|
|
|
(7,110
|
)
|
|
|
(7,110
|
)
|
|
|
(28,436
|
)
|
|
|
(28,436
|
)
|
|
Less accretion on preferred shares of beneficial interest – Series B
|
|
|
(210
|
)
|
|
|
(229
|
)
|
|
|
(867
|
)
|
|
|
(936
|
)
|
|
Net income (loss) attributable to common shares of beneficial
interest
|
|
|
$
|
672
|
|
|
|
$
|
5,012
|
|
|
|
$
|
(29,927
|
)
|
|
|
$
|
(24,456
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – basic
|
|
|
70,051
|
|
|
|
69,923
|
|
|
|
70,022
|
|
|
|
69,890
|
|
|
Weighted average common shares outstanding – diluted
|
|
|
109,918
|
|
|
|
106,272
|
|
|
|
70,022
|
|
|
|
69,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share of beneficial interest - basic
|
|
|
$
|
0.01
|
|
|
|
$
|
0.07
|
|
|
|
$
|
(0.43
|
)
|
|
|
$
|
(0.35
|
)
|
|
Net income (loss) per common share of beneficial interest - diluted
|
|
|
$
|
0.01
|
|
|
|
$
|
0.05
|
|
|
|
$
|
(0.43
|
)
|
|
|
$
|
(0.35
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared per common share of beneficial interest
|
|
|
$
|
0.07
|
|
|
|
$
|
0.14
|
|
|
|
$
|
0.29
|
|
|
|
$
|
0.29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue and Contribution by Segment
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
Year Ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warehouse
|
|
|
$
|
297,598
|
|
|
|
$
|
290,994
|
|
|
|
$
|
1,145,662
|
|
|
|
$
|
1,080,867
|
|
|
Third-Party Managed
|
|
|
63,628
|
|
|
|
64,390
|
|
|
|
242,189
|
|
|
|
252,411
|
|
|
Transportation
|
|
|
38,405
|
|
|
|
36,969
|
|
|
|
146,070
|
|
|
|
147,004
|
|
|
Quarry
|
|
|
2,089
|
|
|
|
2,209
|
|
|
|
9,666
|
|
|
|
9,717
|
|
|
Total revenues
|
|
|
401,720
|
|
|
|
394,562
|
|
|
|
1,543,587
|
|
|
|
1,489,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment contribution:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warehouse
|
|
|
93,930
|
|
|
|
92,175
|
|
|
|
348,328
|
|
|
|
314,045
|
|
|
Third-Party Managed
|
|
|
3,143
|
|
|
|
4,474
|
|
|
|
12,825
|
|
|
|
14,814
|
|
|
Transportation
|
|
|
3,217
|
|
|
|
3,855
|
|
|
|
12,950
|
|
|
|
14,418
|
|
|
Quarry
|
|
|
77
|
|
|
|
447
|
|
|
|
2
|
|
|
|
2,368
|
|
|
Total segment contribution
|
|
|
100,367
|
|
|
|
100,951
|
|
|
|
374,105
|
|
|
|
345,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, and amortization
|
|
|
(29,545
|
)
|
|
|
(29,817
|
)
|
|
|
(116,741
|
)
|
|
|
(118,571
|
)
|
|
Impairment of long-lived assets
|
|
|
(306
|
)
|
|
|
(9,820
|
)
|
|
|
(9,473
|
)
|
|
|
(9,820
|
)
|
|
Multi-Employer pension plan withdrawal expense
|
|
|
(394
|
)
|
|
|
—
|
|
|
|
(9,167
|
)
|
|
|
—
|
|
|
Selling, general and administrative
|
|
|
(26,855
|
)
|
|
|
(28,080
|
)
|
|
|
(104,640
|
)
|
|
|
(100,238
|
)
|
|
Loss from partially owned entities
|
|
|
(21
|
)
|
|
|
977
|
|
|
|
(1,363
|
)
|
|
|
(128
|
)
|
|
Impairment of partially owned entities
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,496
|
)
|
|
|
—
|
|
|
Interest expense
|
|
|
(29,665
|
)
|
|
|
(29,274
|
)
|
|
|
(114,898
|
)
|
|
|
(119,552
|
)
|
|
Interest income
|
|
|
289
|
|
|
|
177
|
|
|
|
1,074
|
|
|
|
708
|
|
|
Loss on debt extinguishment and modification
|
|
|
—
|
|
|
|
—
|
|
|
|
(986
|
)
|
|
|
(1,437
|
)
|
|
Foreign currency exchange gain (loss)
|
|
|
279
|
|
|
|
2,930
|
|
|
|
(3,591
|
)
|
|
|
464
|
|
|
Other income, net
|
|
|
(237
|
)
|
|
|
1,312
|
|
|
|
918
|
|
|
|
2,142
|
|
|
Income (loss) before income tax and gain (loss) from sale of real
estate, net of tax
|
|
|
$
|
13,912
|
|
|
|
$
|
9,356
|
|
|
|
$
|
8,742
|
|
|
|
$
|
(787
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
We also operate a limestone quarry on the land we own around our
Carthage, Missouri warehouse, which contains substantial limestone
deposits. We do not view the operation of the quarry as an integral part
of our business.
|
Reconciliation of Net Earnings to FFO, Core FFO, and AFFO
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
Year Ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Net income (loss)
|
|
|
$
|
8,000
|
|
|
|
$
|
12,359
|
|
|
|
$
|
(608
|
)
|
|
|
$
|
4,932
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate related depreciation
|
|
|
22,041
|
|
|
|
21,694
|
|
|
|
86,478
|
|
|
|
85,645
|
|
|
Net (gain) loss on sale of depreciable real estate
|
|
|
(126
|
)
|
|
|
(5,394
|
)
|
|
|
(43
|
)
|
|
|
(11,104
|
)
|
|
Impairment charges on certain real estate assets
|
|
|
700
|
|
|
|
9,820
|
|
|
|
9,473
|
|
|
|
9,820
|
|
|
Real estate depreciation on China JV
|
|
|
302
|
|
|
|
196
|
|
|
|
1,183
|
|
|
|
1,268
|
|
|
Funds from operations
|
|
|
30,917
|
|
|
|
38,675
|
|
|
|
96,483
|
|
|
|
90,561
|
|
|
Less distributions on preferred shares of beneficial interest
|
|
|
(7,118
|
)
|
|
|
(7,118
|
)
|
|
|
(28,452
|
)
|
|
|
(28,452
|
)
|
|
Funds from operations attributable to common shareholders
|
|
|
$
|
23,799
|
|
|
|
$
|
31,557
|
|
|
|
$
|
68,031
|
|
|
|
$
|
62,109
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (gain) loss on sale of non-real estate assets
|
|
|
(168
|
)
|
|
|
375
|
|
|
|
(599
|
)
|
|
|
464
|
|
|
Severance and reduction in workforce costs (a)
|
|
|
85
|
|
|
|
279
|
|
|
|
516
|
|
|
|
900
|
|
|
Terminated site operations costs (b)
|
|
|
502
|
|
|
|
(186
|
)
|
|
|
2,677
|
|
|
|
6
|
|
|
Strategic alternative costs (c)
|
|
|
3,770
|
|
|
|
2,335
|
|
|
|
8,136
|
|
|
|
4,666
|
|
|
Litigation settlements
|
|
|
—
|
|
|
|
89
|
|
|
|
—
|
|
|
|
89
|
|
|
Impairment of partially owned entities (d)
|
|
|
—
|
|
|
|
—
|
|
|
|
6,496
|
|
|
|
—
|
|
|
Loss on debt extinguishment and modification
|
|
|
—
|
|
|
|
—
|
|
|
|
986
|
|
|
|
1,437
|
|
|
Inventory asset impairment
|
|
|
—
|
|
|
|
—
|
|
|
|
2,108
|
|
|
|
—
|
|
|
Foreign currency exchange (gain) loss
|
|
|
(279
|
)
|
|
|
(2,930
|
)
|
|
|
3,591
|
|
|
|
(464
|
)
|
|
Excise tax settlement
|
|
|
4,984
|
|
|
|
—
|
|
|
|
4,984
|
|
|
|
—
|
|
|
Multi-Employer pension plan withdrawal expense
|
|
|
—
|
|
|
|
—
|
|
|
|
9,167
|
|
|
|
—
|
|
|
Core FFO applicable to common shareholders
|
|
|
$
|
32,693
|
|
|
|
$
|
31,519
|
|
|
|
$
|
106,093
|
|
|
|
$
|
69,207
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of loan costs and debt discounts
|
|
|
2,215
|
|
|
|
1,964
|
|
|
|
8,604
|
|
|
|
7,193
|
|
|
Amortization of below/above market leases
|
|
|
37
|
|
|
|
37
|
|
|
|
151
|
|
|
|
196
|
|
|
Straight-line net rent
|
|
|
3
|
|
|
|
(55
|
)
|
|
|
101
|
|
|
|
(564
|
)
|
|
Deferred income taxes expense (benefit)
|
|
|
721
|
|
|
|
2,812
|
|
|
|
(3,658
|
)
|
|
|
(586
|
)
|
|
Stock-based compensation expense (e)
|
|
|
598
|
|
|
|
4,486
|
|
|
|
2,358
|
|
|
|
6,436
|
|
|
Non-real estate depreciation and amortization
|
|
|
7,505
|
|
|
|
8,123
|
|
|
|
30,264
|
|
|
|
32,926
|
|
|
Non-real estate depreciation and amortization on China JV
|
|
|
155
|
|
|
|
104
|
|
|
|
609
|
|
|
|
762
|
|
|
Recurring maintenance capital expenditures (f)
|
|
|
(19,915
|
)
|
|
|
(20,651
|
)
|
|
|
(49,906
|
)
|
|
|
(44,445
|
)
|
|
Adjusted FFO applicable to common shareholders
|
|
|
$
|
24,012
|
|
|
|
$
|
28,339
|
|
|
|
$
|
94,616
|
|
|
|
$
|
71,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Represents one-time severance from prior management team and
reduction in workforce costs associated with exiting or selling
non-strategic warehouses.
|
|
(b)
|
|
Represents repair expenses incurred to return leased sites to their
original physical state at lease inception in connection with the
termination of the applicable underlying lease. These terminations
were part of our strategic efforts to exit or sell non-strategic
warehouses as opposed to ordinary course lease expirations. Repair
and maintenance expenses associated with our ordinary course
operations are reflected as operating expenses on our statement of
operations.
|
|
(c)
|
|
Represents one-time operating costs associated with our review of
strategic alternatives prior to the IPO.
|
|
(d)
|
|
For 2017, represents an impairment charge related to our investment
in the China JV based on a determination that the recorded
investment was no longer recoverable from the projected future cash
distributions we expect to receive from the China JV.
|
|
(e)
|
|
Represents stock-based compensation expense related to equity awards
under our pre-IPO equity incentive plans.
|
|
(f)
|
|
Recurring 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 Earnings to EBITDA and Core EBITDA
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31,
|
|
|
Year Ended December 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Net income (loss)
|
|
|
$
|
8,000
|
|
|
|
$
|
12,359
|
|
|
|
$
|
(608
|
)
|
|
|
$
|
4,932
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization
|
|
|
29,545
|
|
|
|
29,817
|
|
|
|
116,741
|
|
|
|
118,571
|
|
|
Interest expense
|
|
|
29,665
|
|
|
|
29,274
|
|
|
|
114,898
|
|
|
|
119,552
|
|
|
Income tax expense
|
|
|
6,038
|
|
|
|
2,599
|
|
|
|
9,393
|
|
|
|
5,879
|
|
|
EBITDA
|
|
|
$
|
73,248
|
|
|
|
$
|
74,049
|
|
|
|
$
|
240,424
|
|
|
|
$
|
248,934
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and reduction in workforce costs (a)
|
|
|
85
|
|
|
|
279
|
|
|
|
516
|
|
|
|
900
|
|
|
Terminated site operations cost (b)
|
|
|
502
|
|
|
|
(186
|
)
|
|
|
2,677
|
|
|
|
6
|
|
|
Strategic alternative costs (c)
|
|
|
3,770
|
|
|
|
2,335
|
|
|
|
8,136
|
|
|
|
4,666
|
|
|
Litigation settlements
|
|
|
—
|
|
|
|
89
|
|
|
|
—
|
|
|
|
89
|
|
|
Loss from partially owned entities
|
|
|
21
|
|
|
|
(977
|
)
|
|
|
1,363
|
|
|
|
128
|
|
|
Non-recurring impairment of partially owned entities (d)
|
|
|
—
|
|
|
|
—
|
|
|
|
6,496
|
|
|
|
—
|
|
|
Impairment of inventory and long-lived assets
|
|
|
700
|
|
|
|
9,820
|
|
|
|
11,581
|
|
|
|
9,820
|
|
|
Loss (gain) on foreign currency exchange
|
|
|
(279
|
)
|
|
|
(2,930
|
)
|
|
|
3,591
|
|
|
|
(464
|
)
|
|
Stock-based compensation expense (e)
|
|
|
598
|
|
|
|
4,486
|
|
|
|
2,358
|
|
|
|
6,436
|
|
|
Loss on debt extinguishment and modification
|
|
|
—
|
|
|
|
—
|
|
|
|
986
|
|
|
|
1,437
|
|
|
Loss (gain) on real estate and other asset disposals
|
|
|
65
|
|
|
|
(5,000
|
)
|
|
|
(150
|
)
|
|
|
(10,590
|
)
|
|
Multi-Employer pension plan withdrawal expense
|
|
|
—
|
|
|
|
—
|
|
|
|
9,167
|
|
|
|
—
|
|
|
Core EBITDA
|
|
|
$
|
78,710
|
|
|
|
$
|
81,965
|
|
|
|
$
|
287,145
|
|
|
|
$
|
261,362
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Represents one-time severance from prior management team and
reduction in workforce costs associated with exiting or selling
non-strategic warehouses.
|
|
(b)
|
|
Represents repair expenses incurred to return leased sites to their
original physical state at lease inception in connection with the
termination of the applicable underlying lease. These terminations
were part of our strategic efforts to exit or sell non-strategic
warehouses as opposed to ordinary course lease expirations. Repair
and maintenance expenses associated with our ordinary course
operations are reflected as operating expenses on our statement of
operations.
|
|
(c)
|
|
Represents one-time operating costs associated with our review of
strategic alternatives prior to the IPO.
|
|
(d)
|
|
Represents an impairment charge related to our investment in the
China JV based on a determination that the recorded investment was
no longer recoverable from the projected future cash distributions
we expect to receive from the China JV. We did not receive any cash
distributions from the China JV since the formation of the joint
venture.
|
|
(e)
|
|
Represents stock-based compensation expense related to equity awards
under our pre-IPO equity incentive plans.
|
|
|
|
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 after adjustments for unconsolidated
partnerships and joint ventures. 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,
severance and reduction in workforce costs, terminated site operations
costs, expenses related to our review of the strategic alternatives for
our company prior to the IPO, litigation settlements, non-recurring
impairment charges arising from our joint venture in China, or the China
JV, and impairment of partially owned entities, loss on debt
extinguishment and modification, inventory asset impairment charges,
foreign currency exchange gain or loss, excise tax settlement and
multi-employer pension plan withdrawal expense. 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 recurring 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 loan costs, debt
discounts and above or below market leases, straight-line 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, non-real estate depreciation,
depletion or amortization (including in respect of the China JV), and
recurring maintenance capital expenditures. 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 elsewhere in this report on Form 10-K. 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 as earnings before interest expense, taxes,
depreciation, depletion and amortization. EBITDA is a measure commonly
used in our industry, and we present EBITDA to enhance investor
understanding of our operating performance. We believe that EBITDA
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 EBITDA adjusted for impairment
charges on intangible and long-lived assets, gain or loss on depreciable
real property asset disposals, severance and reduction in workforce
costs, terminated site operations costs, expenses related to our review
of the strategic alternatives for our company prior to this offering,
litigation settlements, loss on debt extinguishment and modification,
stock-based compensation expense, foreign currency exchange gain or
loss, loss on partially owned entities, impairment of partially owned
entities, and multi-employer pension plan withdrawal expense. 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 recurring 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 EBITDA and Core EBITDA as measures of our operating performance
and not as measures of liquidity. The table above reconciles EBITDA and
Core EBITDA to net income, which is the most directly comparable
financial measure calculated in accordance with U.S. GAAP.
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Americold Realty Trust
Investor Relations
678-459-1959
investor.relations@americold.com
Source: Americold Realty Trust