- Total Revenue Growth of 3.2% and Contribution (NOI) Growth of 9.3% -
- Global Warehouse Segment Revenue Growth of 2.3% and Contribution
(NOI) Growth of 8.8% -
- Global Warehouse Segment Contribution (NOI) Margin Expands 190
Basis Points -
- Net Income of $24.5 Million -
- Core FFO of $0.30 and AFFO of $0.28 Per Diluted Common Share -
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 third quarter ended
September 30, 2018.
“Our third quarter results were strong, including our Global Warehouse
segment same store revenue and contribution (NOI) growth of 2.5% and
7.2%, respectively, further demonstrating the consistency of our
business and our team’s excellent execution of our strategy. While we
continue to benefit from a favorable customer mix, we are also capturing
internal growth from our ongoing efforts to increase fixed commitment
contracts and further productivity improvements. On the investment
front, our new Clearfield, Utah facility reached stabilized occupancy
levels and we delivered and commenced operations in our new Middleboro,
Massachusetts build-to-suit facility. We continue to build our external
growth pipeline and recently signed a letter-of-intent to build and
operate three state-of-the-art automated facilities for a major
customer.”
“We were very active on the capital markets front. We raised $232.0
million dollars in September in a well-received follow-on offering
inclusive of a forward equity component which supports our growth
initiatives. We received inaugural investment grade ratings from Fitch
and Morningstar, and entered into agreements to recast and upsize our
credit facility to $1.275 billion dollars while moving it to an
unsecured structure. We also priced a $600 million unsecured debt
private placement. The proceeds of the debt private placement will be
used to repay existing indebtedness.”
“I am also excited to welcome the recent additions to our senior
leadership team. Carlos Rodriguez has joined us in the role of Chief
Operating Officer, Jay Harron has joined us in the role of Chief
Investment Officer, and Scott Henderson has joined us in the role of SVP
Capital Markets, Treasury and Investor Relations. Having delivered a
dedicated build this quarter, progressed on our external growth,
expanded our management team and made significant enhancements to our
balance sheet, we believe we have laid the groundwork for further long
term growth and shareholder value creation,” stated Fred Boehler,
President and Chief Executive Officer of Americold Realty Trust.
Third Quarter 2018 Highlights
-
Total revenue increased 3.2% to $402.0 million; Global Warehouse
segment revenue increased 2.3% to $297.2 million
-
Total contribution (NOI) increased 9.3% to $101.5 million; Global
Warehouse segment contribution (NOI) increased 8.8% to $93.6 million
-
Net income of $24.5 million, or $0.17 per diluted common share
-
Core EBITDA increased 7.6% to $76.8 million
-
Core Funds from Operations ("Core FFO") of $43.9 million, or $0.30 per
diluted common share
-
Adjusted Funds from Operations (“AFFO”) of $41.4 million, or $0.28 per
diluted common share
-
Global Warehouse segment same store revenue grew 2.5% to $290.2
million, with segment contribution (NOI) improving 7.2% to $91.7
million
-
Opened a new 4.4 million refrigerated cubic foot build-to-suit
facility in Middleboro, MA
-
Completed follow-on public offering of 42,849,000 common shares at
$24.50 per share, of which 4,000,000 shares were issued and sold by
the Company for net proceeds of $92.0 million and entered into a
forward sale agreement for 6,000,000 shares
Highlights Subsequent to Quarter End
-
Entered into an agreement to recast and upsize the $925 million
secured credit facility to a $1.275 billion unsecured facility by
increasing the revolver by $350 million, closing is subject to the
completion of the private placement offering and is expected to close
in early December
-
Priced $600 million of senior unsecured notes in an institutional
private placement, subject to the closing of the aforementioned credit
facility in early December and customary closing conditions
-
Received inaugural investment grade ratings from Fitch Ratings (BBB)
and Morningstar (BBB), subject to the closing of the aforementioned
debt transactions
Third Quarter 2018 Total Company Financial
Results
Total revenue for the third quarter ended September 30, 2018 was $402.0
million, a 3.2% increase from the same quarter of the prior year. This
growth was largely driven by net new business, improvements in our
commercial terms and contractual rate escalations, and the maturation of
the Clearfield, Utah facility and opening of the build-to-suit facility
in Middleboro, Massachusetts at the end of the third quarter within the
Global Warehouse segment.
Selling, general and administrative expense in the third quarter totaled
$28.5 million, as compared to $36.4 million in the same quarter of the
prior year. During the third quarter of 2017, the Company recorded a
one-time charge of $9.2 million representing multi employer pension plan
withdrawal expense. Additionally, during the third quarter of 2017, the
Company recorded a one-time charge of $2.1 million to repair a leased
facility to its original condition prior to the lease expiration. These
decreases year over year were partially offset by public company costs
incurred in the current period.
For the third quarter of 2018, the Company reported net income of $24.5
million, or $0.17 per diluted share, compared to a net loss of $4.6
million for the same quarter of the prior year. Net income for the
current quarter included a $3.7 million benefit related to refundable
Alternative Minimum Tax credits that were not subject to limitation
under the Tax Cuts and Jobs Act. Excluding this benefit, net income for
the quarter would have been $20.8 million, or $0.14 per diluted share.
Total contribution (NOI) for the third quarter ended September 30, 2018
increased 9.3% to $101.5 million, compared to $92.8 million for the same
quarter of the prior year.
Core EBITDA was $76.8 million for the third quarter of 2018, compared to
$71.4 million for the same quarter of the prior year. This reflects a
7.6% increase over prior year driven by increased revenue, a more
favorable customer mix, continued operating efficiency gains, despite
incurring incremental SG&A related to public company expenses incurred
in the third quarter of 2018.
For the third quarter of 2018, Core FFO was $43.9 million, or $0.30 per
diluted share, compared to $25.7 million for same quarter of the prior
year.
For the third quarter of 2018, AFFO was $41.4 million, or $0.28 per
diluted share, compared to $24.1 million for same quarter of the prior
year. AFFO excludes certain expenses and income items that do not
represent core expenses and income streams.
Please see the Company's supplemental financial information for the
definitions and reconciliations of non-GAAP financial measures to the
most comparable GAAP financial measures.
Third Quarter 2018 Global Warehouse Segment
Results
For the third quarter of 2018, Global Warehouse segment revenues were
$297.2 million, an increase of $6.6 million, or 2.3%, compared to $290.6
million for the third quarter of 2017. This growth was primarily driven
by the same factors mentioned above.
Warehouse segment contribution (NOI) was $93.6 million, or 31.5% of
segment revenue, for the third quarter of 2018, compared to $86.1
million, or 29.6% of segment revenue, for the prior year. This
represents a 9.3% improvement in segment profitability over the third
quarter of 2017 and an expansion of 190 basis points in segment margin
period-over-period. The year-over-year profit growth was driven
primarily by the aforementioned revenue trends, combined with continued
leveraging of fixed expenses, and labor and other productivity
improvements. The Company continues to generate productivity
improvements with its ongoing focus on continuous improvement
initiatives driven in part by further progression of its Americold
Operating System ("AOS").
The Company ended the third quarter of 2018 with 144 total facilities in
its Global Warehouse segment portfolio. Of the 144 total facilities, 137
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 following tables summarize the third quarter and nine months 2018
Global Warehouse full segment and same store metrics compared to the
same periods a year ago:
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Warehouse - Total
|
|
|
|
Three Months Ended
September 30,
|
|
|
Change
|
|
|
Nine Months Ended
September 30,
|
|
|
Change
|
|
Dollars in thousands
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
2018
|
|
|
2017
|
|
|
|
Global Warehouse revenues:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent and storage
|
|
|
|
$
|
130,044
|
|
|
|
$
|
127,819
|
|
|
|
1.7
|
%
|
|
|
$
|
381,104
|
|
|
|
$
|
369,909
|
|
|
|
3.0
|
%
|
|
Warehouse services
|
|
|
|
167,181
|
|
|
|
162,774
|
|
|
|
2.7
|
%
|
|
|
490,350
|
|
|
|
478,155
|
|
|
|
2.6
|
%
|
|
Total Warehouse revenues
|
|
|
|
$
|
297,225
|
|
|
|
$
|
290,593
|
|
|
|
2.3
|
%
|
|
|
$
|
871,454
|
|
|
|
$
|
848,064
|
|
|
|
2.8
|
%
|
|
Global Warehouse contribution (NOI)
|
|
|
|
$
|
93,638
|
|
|
|
$
|
86,074
|
|
|
|
8.8
|
%
|
|
|
$
|
274,043
|
|
|
|
$
|
254,399
|
|
|
|
7.7
|
%
|
|
Global Warehouse margin
|
|
|
|
31.5
|
%
|
|
|
29.6
|
%
|
|
|
190 bps
|
|
|
31.4
|
%
|
|
|
30.0
|
%
|
|
|
140 bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units in thousands except per pallet data
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Warehouse rent and storage:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average occupied pallets
|
|
|
|
2,438
|
|
|
|
2,492
|
|
|
|
(2.2
|
)%
|
|
|
2,422
|
|
|
|
2,470
|
|
|
|
(1.9
|
)%
|
|
Average physical pallet positions
|
|
|
|
3,166
|
|
|
|
3,220
|
|
|
|
(1.7
|
)%
|
|
|
3,196
|
|
|
|
3,214
|
|
|
|
(0.6
|
)%
|
|
Occupancy percentage
|
|
|
|
77.0
|
%
|
|
|
77.4
|
%
|
|
|
-40 bps
|
|
|
75.8
|
%
|
|
|
76.8
|
%
|
|
|
-100 bps
|
|
Total rent and storage revenues per occupied pallet
|
|
|
|
$
|
53.33
|
|
|
|
$
|
51.28
|
|
|
|
4.0
|
%
|
|
|
$
|
157.33
|
|
|
|
$
|
149.78
|
|
|
|
5.0
|
%
|
|
Global Warehouse services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Throughput pallets
|
|
|
|
6,726
|
|
|
|
6,961
|
|
|
|
(3.4
|
)%
|
|
|
19,982
|
|
|
|
20,671
|
|
|
|
(3.3
|
)%
|
|
Total warehouse services revenues per throughput pallet
|
|
|
|
$
|
24.85
|
|
|
|
$
|
23.38
|
|
|
|
6.3
|
%
|
|
|
$
|
24.54
|
|
|
|
$
|
23.13
|
|
|
|
6.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Global Warehouse - Same Store
|
|
|
|
Three Months Ended
September 30,
|
|
|
Change
|
|
|
Nine Months Ended
September 30,
|
|
|
Change
|
|
Dollars in thousands
|
|
|
|
2018
|
|
|
2017
|
|
|
|
|
2018
|
|
|
2017
|
|
|
|
Global Warehouse same store revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent and storage
|
|
|
|
$
|
126,656
|
|
|
|
$
|
124,051
|
|
|
|
2.1
|
%
|
|
|
$
|
371,892
|
|
|
|
$
|
358,788
|
|
|
|
3.7
|
%
|
|
Warehouse services
|
|
|
|
163,516
|
|
|
|
159,000
|
|
|
|
2.8
|
%
|
|
|
479,724
|
|
|
|
467,394
|
|
|
|
2.6
|
%
|
|
Total same store revenues
|
|
|
|
$
|
290,172
|
|
|
|
$
|
283,051
|
|
|
|
2.5
|
%
|
|
|
$
|
851,616
|
|
|
|
$
|
826,182
|
|
|
|
3.1
|
%
|
|
Global Warehouse same store contribution (NOI)
|
|
|
|
$
|
91,676
|
|
|
|
$
|
85,498
|
|
|
|
7.2
|
%
|
|
|
$
|
271,256
|
|
|
|
$
|
252,976
|
|
|
|
7.2
|
%
|
|
Global Warehouse same store margin
|
|
|
|
31.6
|
%
|
|
|
30.2
|
%
|
|
|
140 bps
|
|
|
31.9
|
%
|
|
|
30.6
|
%
|
|
|
130 bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units in thousands except per pallet data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Warehouse same store rent and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average occupied pallets
|
|
|
|
2,368
|
|
|
|
2,402
|
|
|
|
(1.4
|
)%
|
|
|
2,350
|
|
|
|
2,388
|
|
|
|
(1.6
|
)%
|
|
Average physical pallet positions
|
|
|
|
3,075
|
|
|
|
3,089
|
|
|
|
(0.5
|
)%
|
|
|
3,083
|
|
|
|
3,084
|
|
|
|
—
|
%
|
|
Occupancy percentage
|
|
|
|
77.0
|
%
|
|
|
77.7
|
%
|
|
|
-70 bps
|
|
|
76.2
|
%
|
|
|
77.5
|
%
|
|
|
-130 bps
|
|
Same store rent and storage revenues per occupied pallet
|
|
|
|
$
|
53.49
|
|
|
|
$
|
51.65
|
|
|
|
3.6
|
%
|
|
|
$
|
158.25
|
|
|
|
$
|
150.23
|
|
|
|
5.3
|
%
|
|
Global Warehouse same store services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Throughput pallets
|
|
|
|
6,566
|
|
|
|
6,798
|
|
|
|
(3.4
|
)%
|
|
|
19,499
|
|
|
|
20,189
|
|
|
|
(3.4
|
)%
|
|
Same store warehouse services revenues per throughput pallet
|
|
|
|
$
|
24.90
|
|
|
|
$
|
23.39
|
|
|
|
6.5
|
%
|
|
|
$
|
24.60
|
|
|
|
$
|
23.15
|
|
|
|
6.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Commitment Rent and Storage Revenue
As of quarter ended September 30, 2018, 41.8% of rent and storage
revenues are derived from customers with fixed commitment storage
contracts, an increase of 210 basis points from the second quarter 2018
and 340 basis points over the third quarter of 2017.
Follow-On Public Offering
On September 18, 2018, the Company completed a follow-on public offering
of its common shares in which the Company issued 4,000,000 of its common
shares at $24.50 per share, and entered into a forward sale agreement
for 6,000,000 shares to be settled within one year. In connection with
the forward sale agreement, the forward purchaser or its affiliate
borrowed and sold an aggregate of 6,000,000 common shares that were
delivered in the offering. In connection with the issuance of 4,000,000
common shares issued by the Company, it received $92.0 million in net
proceeds. The proceeds from the forward sale agreement will not be
recognized until the forward sale agreement is settled.
Balance Sheet Activity and Liquidity
At September 30, 2018, the Company had total liquidity of approximately
$644.1 million, including cash and capacity on its revolving credit
facility. Total debt outstanding was $1.55 billion (including $160.9
million of capital leases/sale leasebacks), with a weighted average term
of 3.9 years. The Company has no material debt maturities during the
remainder of 2018 and all of 2019. At September 30, 2018, 63% of the
Company's total debt outstanding was at a fixed rate and on a trailing
twelve-month basis, its net debt to Core EBITDA was approximately 4.4x.
The Company's weighted average effective interest rate on outstanding
indebtedness was 5.53%.
Dividend
On September 11, 2018, the Company's Board of Trustees declared a
dividend of $0.1875 per share for the third quarter of 2018, which was
paid on October 15, 2018 to common shareholders of record on September
28, 2018.
Investor Webcast and Conference Call
The Company will hold a webcast and conference call on Thursday,
November 8, 2018 at 5:00 p.m. Eastern Time to discuss third quarter 2018
results. A live webcast of the call will be available via the Investor
Relations section of Americold Realty Trust's website at www.americold.com.
To listen to the live webcast, please go to the site at least five
minutes prior to the scheduled start time in order to register, download
and install any necessary audio software. Shortly after the call, a
replay of the webcast will be available for 90 days on the Company’s
website.
The conference call can also be accessed by dialing 1-877-407-3982 or
1-201-493-6780. The telephone replay can be accessed by dialing
1-844-512-2921 or 1-412-317-6671 and providing the conference ID#
13684024. The telephone replay will be available starting shortly after
the call until November 22, 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 156 temperature-controlled warehouses, with
approximately 928 refrigerated cubic feet of storage, in the United
States, Australia, New Zealand, Canada, and Argentina. Americold’s
facilities are an integral component of the supply chain connecting food
producers, processors, distributors and retailers to consumers.
Americold serves approximately 2,400 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, EBITDAre, 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 EBITDAre and Core EBITDA, a definition of Core
EBITDA and definitions of net debt to Core EBITDA are included within
the supplemental.
Forward-Looking Statements
This document contains statements about future events and expectations
that constitute forward-looking statements. Forward-looking statements
are based on our beliefs, assumptions and expectations of our future
financial and operating performance and growth plans, taking into
account the information currently available to us. These statements are
not statements of historical fact. Forward-looking statements involve
risks and uncertainties that may cause our actual results to differ
materially from the expectations of future results we express or imply
in any forward-looking statements, and you should not place undue
reliance on such statements. Factors that could contribute to these
differences include 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 funds affiliated with The Yucaipa Companies, and The
Goldman Sachs Group, Inc.; 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
|
|
Condensed Consolidated Balance Sheets
|
|
(In thousands, except shares and per share amounts)
|
|
|
|
|
September 30,
2018
|
|
|
December 31,
2017
|
|
|
|
|
Unaudited
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Property, plant, and equipment:
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
$
|
384,971
|
|
|
|
$
|
389,443
|
|
|
Buildings and improvements
|
|
|
|
1,838,086
|
|
|
|
1,819,635
|
|
|
Machinery and equipment
|
|
|
|
579,325
|
|
|
|
552,677
|
|
|
Assets under construction
|
|
|
|
75,606
|
|
|
|
48,868
|
|
|
|
|
|
2,877,988
|
|
|
|
2,810,623
|
|
|
Accumulated depreciation and depletion
|
|
|
|
(1,090,336
|
)
|
|
|
(1,010,903
|
)
|
|
Property, plant, and equipment – net
|
|
|
|
1,787,652
|
|
|
|
1,799,720
|
|
|
Capitalized leases:
|
|
|
|
|
|
|
|
|
Buildings and improvements
|
|
|
|
16,827
|
|
|
|
16,827
|
|
|
Machinery and equipment
|
|
|
|
47,388
|
|
|
|
59,389
|
|
|
|
|
|
64,215
|
|
|
|
76,216
|
|
|
Accumulated depreciation
|
|
|
|
(25,118
|
)
|
|
|
(41,051
|
)
|
|
Capitalized leases – net
|
|
|
|
39,097
|
|
|
|
35,165
|
|
|
Cash and cash equivalents
|
|
|
|
226,807
|
|
|
|
48,873
|
|
|
Restricted cash
|
|
|
|
38,448
|
|
|
|
21,090
|
|
|
Accounts receivable – net of allowance of $5,725 and $5,309 at
September 30, 2018 and December 31, 2017, respectively
|
|
|
|
209,268
|
|
|
|
200,006
|
|
|
Identifiable intangible assets – net
|
|
|
|
25,444
|
|
|
|
26,645
|
|
|
Goodwill
|
|
|
|
186,383
|
|
|
|
188,169
|
|
|
Investments in partially owned entities
|
|
|
|
15,952
|
|
|
|
15,942
|
|
|
Other assets
|
|
|
|
51,180
|
|
|
|
59,287
|
|
|
Total assets
|
|
|
|
$
|
2,580,231
|
|
|
|
$
|
2,394,897
|
|
|
Liabilities, Series B Preferred Shares and shareholders’ equity
(deficit)
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Borrowings under revolving line of credit
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Accounts payable and accrued expenses
|
|
|
|
249,715
|
|
|
|
241,259
|
|
|
Construction loan - net of deferred financing costs of $179 at
December 31, 2017
|
|
|
|
—
|
|
|
|
19,492
|
|
|
Mortgage notes and term loans - net of unamortized discount and
deferred financing costs of $13,571 and $31,997, in the
aggregate, at September 30, 2018 and December 31, 2017,
respectively
|
|
|
|
1,376,998
|
|
|
|
1,721,958
|
|
|
Sale-leaseback financing obligations
|
|
|
|
119,640
|
|
|
|
121,516
|
|
|
Capitalized lease obligations
|
|
|
|
41,231
|
|
|
|
38,124
|
|
|
Unearned revenue
|
|
|
|
19,471
|
|
|
|
18,848
|
|
|
Pension and postretirement benefits
|
|
|
|
14,297
|
|
|
|
16,756
|
|
|
Deferred tax liability - net
|
|
|
|
18,889
|
|
|
|
21,940
|
|
|
Multi-Employer pension plan withdrawal liability
|
|
|
|
8,987
|
|
|
|
9,134
|
|
|
Total liabilities
|
|
|
|
1,849,228
|
|
|
|
2,209,027
|
|
|
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; zero and 375,000 shares issued and outstanding
at September 30, 2018 and December 31, 2017, respectively
|
|
|
|
—
|
|
|
|
372,794
|
|
|
Shareholders’ equity (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; zero and 125
shares issued and outstanding at September 30, 2018 and
December 31, 2017, respectively
|
|
|
|
—
|
|
|
|
—
|
|
|
Common shares of beneficial interest, $0.01 par value – authorized
250,000,000 shares; 147,861,840 and 69,370,609 shares issued
and outstanding at September 30, 2018 and December 31, 2017,
respectively
|
|
|
|
1,479
|
|
|
|
694
|
|
|
Paid-in capital
|
|
|
|
1,349,761
|
|
|
|
394,082
|
|
|
Accumulated deficit and distributions in excess of net earnings
|
|
|
|
(612,795
|
)
|
|
|
(581,470
|
)
|
|
Accumulated other comprehensive loss
|
|
|
|
(7,442
|
)
|
|
|
(230
|
)
|
|
Total shareholders’ equity (deficit)
|
|
|
|
731,003
|
|
|
|
(186,924
|
)
|
|
Total liabilities, Series B Preferred Shares and shareholders’ equity
|
|
|
|
$
|
2,580,231
|
|
|
|
$
|
2,394,897
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americold Realty Trust and Subsidiaries
|
|
Condensed Consolidated Statements of Operations (Unaudited)
|
|
(In thousands, except per share amounts)
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent, storage, and warehouse services revenues
|
|
|
|
$
|
297,225
|
|
|
|
$
|
290,593
|
|
|
|
$
|
871,454
|
|
|
|
$
|
848,064
|
|
|
Third-party managed services
|
|
|
|
62,551
|
|
|
|
60,556
|
|
|
|
192,182
|
|
|
|
178,561
|
|
|
Transportation services
|
|
|
|
40,193
|
|
|
|
35,688
|
|
|
|
117,427
|
|
|
|
107,665
|
|
|
Other revenues
|
|
|
|
2,041
|
|
|
|
2,664
|
|
|
|
6,755
|
|
|
|
7,577
|
|
|
Total revenues
|
|
|
|
402,010
|
|
|
|
389,501
|
|
|
|
1,187,818
|
|
|
|
1,141,867
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent, storage, and warehouse services cost of operations
|
|
|
|
203,587
|
|
|
|
204,519
|
|
|
|
597,411
|
|
|
|
593,665
|
|
|
Third-party managed services cost of operations
|
|
|
|
58,997
|
|
|
|
57,345
|
|
|
|
180,993
|
|
|
|
168,879
|
|
|
Transportation services cost of operations
|
|
|
|
36,045
|
|
|
|
32,597
|
|
|
|
106,099
|
|
|
|
97,932
|
|
|
Cost of operations related to other revenues
|
|
|
|
1,896
|
|
|
|
2,208
|
|
|
|
6,344
|
|
|
|
7,653
|
|
|
Depreciation, depletion, and amortization
|
|
|
|
29,403
|
|
|
|
28,875
|
|
|
|
87,861
|
|
|
|
87,196
|
|
|
Selling, general and administrative
|
|
|
|
28,517
|
|
|
|
36,432
|
|
|
|
87,947
|
|
|
|
84,736
|
|
|
Loss (gain) from sale of real estate
|
|
|
|
12
|
|
|
|
83
|
|
|
|
(8,372
|
)
|
|
|
83
|
|
|
Impairment of long-lived assets
|
|
|
|
—
|
|
|
|
—
|
|
|
|
747
|
|
|
|
8,773
|
|
|
Total operating expenses
|
|
|
|
358,457
|
|
|
|
362,059
|
|
|
|
1,059,030
|
|
|
|
1,048,917
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
43,553
|
|
|
|
27,442
|
|
|
|
128,788
|
|
|
|
92,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from investments in partially owned entities
|
|
|
|
(437
|
)
|
|
|
9
|
|
|
|
(324
|
)
|
|
|
(1,342
|
)
|
|
Impairment of investments in partially owned entities
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,496
|
)
|
|
Interest expense
|
|
|
|
(22,834
|
)
|
|
|
(29,218
|
)
|
|
|
(70,258
|
)
|
|
|
(85,233
|
)
|
|
Interest income
|
|
|
|
877
|
|
|
|
218
|
|
|
|
2,610
|
|
|
|
785
|
|
|
Loss on debt extinguishment and modification
|
|
|
|
—
|
|
|
|
(386
|
)
|
|
|
(21,385
|
)
|
|
|
(986
|
)
|
|
Foreign currency exchange gain (loss)
|
|
|
|
734
|
|
|
|
(1,045
|
)
|
|
|
2,926
|
|
|
|
(3,870
|
)
|
|
Other income (expense), net
|
|
|
|
96
|
|
|
|
148
|
|
|
|
184
|
|
|
|
(1,061
|
)
|
|
Income (loss) before income tax benefit (expense)
|
|
|
|
21,989
|
|
|
|
(2,832
|
)
|
|
|
42,541
|
|
|
|
(5,253
|
)
|
|
Income tax benefit (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
3,063
|
|
|
|
(2,124
|
)
|
|
|
672
|
|
|
|
(7,734
|
)
|
|
Deferred
|
|
|
|
(512
|
)
|
|
|
349
|
|
|
|
2,093
|
|
|
|
4,379
|
|
|
Total income tax benefit (expense)
|
|
|
|
2,551
|
|
|
|
(1,775
|
)
|
|
|
2,765
|
|
|
|
(3,355
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
|
$
|
24,540
|
|
|
|
$
|
(4,607
|
)
|
|
|
$
|
45,306
|
|
|
|
$
|
(8,608
|
)
|
|
Less distributions on preferred shares of beneficial interest -
Series A
|
|
|
|
—
|
|
|
|
(8
|
)
|
|
|
(1
|
)
|
|
|
(8
|
)
|
|
Less distributions on preferred shares of beneficial interest -
Series B
|
|
|
|
—
|
|
|
|
(7,108
|
)
|
|
|
(1,817
|
)
|
|
|
(21,326
|
)
|
|
Less accretion on preferred shares of beneficial interest - Series B
|
|
|
|
—
|
|
|
|
(218
|
)
|
|
|
—
|
|
|
|
(657
|
)
|
|
Net income (loss) attributable to common shares of beneficial
interest
|
|
|
|
$
|
24,540
|
|
|
|
$
|
(11,941
|
)
|
|
|
$
|
43,488
|
|
|
|
$
|
(30,599
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – basic
|
|
|
|
144,948
|
|
|
|
70,049
|
|
|
|
138,438
|
|
|
|
70,012
|
|
|
Weighted average common shares outstanding – diluted
|
|
|
|
147,626
|
|
|
|
70,049
|
|
|
|
141,191
|
|
|
|
70,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share of beneficial interest - basic
|
|
|
|
$
|
0.17
|
|
|
|
$
|
(0.17
|
)
|
|
|
$
|
0.31
|
|
|
|
$
|
(0.44
|
)
|
|
Net income (loss) per common share of beneficial interest - diluted
|
|
|
|
$
|
0.17
|
|
|
|
$
|
(0.17
|
)
|
|
|
$
|
0.31
|
|
|
|
$
|
(0.44
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Earnings (Loss) to NAREIT FFO, Core FFO, and
AFFO
|
|
(In thousands)
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Net income (loss)
|
|
|
|
$
|
24,540
|
|
|
|
$
|
(4,607
|
)
|
|
|
$
|
45,306
|
|
|
|
$
|
(8,608
|
)
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate related depreciation and depletion
|
|
|
|
21,903
|
|
|
|
21,530
|
|
|
|
65,842
|
|
|
|
64,437
|
|
|
Net loss (gain) on sale of depreciable real estate
|
|
|
|
—
|
|
|
|
83
|
|
|
|
(8,384
|
)
|
|
|
83
|
|
|
Net gain on asset disposals
|
|
|
|
(65
|
)
|
|
|
—
|
|
|
|
(65
|
)
|
|
|
—
|
|
|
Impairment charges on certain real estate assets
|
|
|
|
—
|
|
|
|
—
|
|
|
|
747
|
|
|
|
8,773
|
|
|
Real estate depreciation on China JV
|
|
|
|
292
|
|
|
|
326
|
|
|
|
804
|
|
|
|
881
|
|
|
NAREIT Funds from operations
|
|
|
|
46,670
|
|
|
|
17,332
|
|
|
|
104,250
|
|
|
|
65,566
|
|
|
Less distributions on preferred shares of beneficial interest
|
|
|
|
—
|
|
|
|
(7,109
|
)
|
|
|
(1,818
|
)
|
|
|
(21,334
|
)
|
|
NAREIT Funds from operations applicable to common shareholders
|
|
|
|
$
|
46,670
|
|
|
|
$
|
10,223
|
|
|
|
$
|
102,432
|
|
|
|
$
|
44,232
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on sale of non-real estate assets
|
|
|
|
(314
|
)
|
|
|
(236
|
)
|
|
|
(849
|
)
|
|
|
(431
|
)
|
|
Non-offering related shareholders equity issuance expenses (a) |
|
|
|
605
|
|
|
|
—
|
|
|
|
1,845
|
|
|
|
—
|
|
|
Non-recurring public company implementation costs (b) |
|
|
|
496
|
|
|
|
—
|
|
|
|
658
|
|
|
|
—
|
|
|
Acquisition, diligence and other pursuit costs
|
|
|
|
21
|
|
|
|
—
|
|
|
|
72
|
|
|
|
—
|
|
|
Stock-based compensation expense, IPO grants
|
|
|
|
845
|
|
|
|
—
|
|
|
|
2,775
|
|
|
|
—
|
|
|
Impairment of investments in partially owned entities (c) |
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,496
|
|
|
Severance and reduction in workforce costs (d) |
|
|
|
73
|
|
|
|
(18
|
)
|
|
|
11
|
|
|
|
(18
|
)
|
|
Terminated site operations costs (e) |
|
|
|
—
|
|
|
|
2,506
|
|
|
|
139
|
|
|
|
2,624
|
|
|
Strategic alternative costs (f) |
|
|
|
—
|
|
|
|
2,621
|
|
|
|
—
|
|
|
|
4,366
|
|
|
Loss on debt extinguishment and modification
|
|
|
|
—
|
|
|
|
386
|
|
|
|
21,385
|
|
|
|
986
|
|
|
Inventory asset impairment
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,108
|
|
|
Foreign currency exchange (gain) loss
|
|
|
|
(734
|
)
|
|
|
1,045
|
|
|
|
(2,926
|
)
|
|
|
3,870
|
|
|
Multiemployer pension obligation
|
|
|
|
—
|
|
|
|
9,167
|
|
|
|
—
|
|
|
|
9,167
|
|
|
Alternative Minimum Tax refund from Tax Cuts & Jobs Act
|
|
|
|
(3,745
|
)
|
|
|
—
|
|
|
|
(3,745
|
)
|
|
|
—
|
|
|
Core FFO applicable to common shareholders
|
|
|
|
$
|
43,917
|
|
|
|
$
|
25,694
|
|
|
|
$
|
121,797
|
|
|
|
$
|
73,400
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of deferred financing costs and debt discount
|
|
|
|
1,532
|
|
|
|
2,203
|
|
|
|
4,762
|
|
|
|
6,389
|
|
|
Amortization of below/above market leases
|
|
|
|
38
|
|
|
|
38
|
|
|
|
114
|
|
|
|
114
|
|
|
Straight-line net rent
|
|
|
|
(62
|
)
|
|
|
33
|
|
|
|
(93
|
)
|
|
|
98
|
|
|
Deferred income taxes expense (benefit)
|
|
|
|
512
|
|
|
|
(349
|
)
|
|
|
(2,093
|
)
|
|
|
(4,379
|
)
|
|
Stock-based compensation expense, excluding IPO grants
|
|
|
|
1,226
|
|
|
|
587
|
|
|
|
5,480
|
|
|
|
1,760
|
|
|
Non-real estate depreciation and amortization
|
|
|
|
7,499
|
|
|
|
7,345
|
|
|
|
22,019
|
|
|
|
22,759
|
|
|
Non-real estate depreciation and amortization on China JV
|
|
|
|
132
|
|
|
|
156
|
|
|
|
431
|
|
|
|
454
|
|
|
Recurring maintenance capital expenditures (g) |
|
|
|
(13,377
|
)
|
|
|
(11,619
|
)
|
|
|
(31,323
|
)
|
|
|
(29,991
|
)
|
|
Adjusted FFO applicable to common shareholders
|
|
|
|
$
|
41,417
|
|
|
|
$
|
24,088
|
|
|
|
$
|
121,094
|
|
|
|
$
|
70,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of weighted average and fully diluted shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average basic shares for net income calculation
|
|
|
|
144,948
|
|
|
|
n/a
|
|
|
138,438
|
|
|
|
n/a
|
|
Dilutive stock options and unvested restricted stock units
|
|
|
|
2,678
|
|
|
|
n/a
|
|
|
2,753
|
|
|
|
n/a
|
|
Weighted average dilutive shares for net income calculation
|
|
|
|
147,626
|
|
|
|
n/a
|
|
|
141,191
|
|
|
|
n/a
|
|
Common shares equivalents (f) |
|
|
|
3,931
|
|
|
|
n/a
|
|
|
10,366
|
|
|
|
n/a
|
|
Fully diluted common shares outstanding at quarter-end (g) |
|
|
|
151,557
|
|
|
|
n/a
|
|
|
151,557
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAREIT FFO - basic per share
|
|
|
|
$
|
0.32
|
|
|
|
n/a
|
|
|
$
|
0.74
|
|
|
|
n/a
|
|
NAREIT FFO - diluted per share
|
|
|
|
$
|
0.32
|
|
|
|
n/a
|
|
|
$
|
0.73
|
|
|
|
n/a
|
|
NAREIT FFO - fully diluted per share at quarter end (h) |
|
|
|
$
|
0.31
|
|
|
|
n/a
|
|
|
$
|
0.68
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core FFO - basic per share
|
|
|
|
$
|
0.30
|
|
|
|
n/a
|
|
|
$
|
0.88
|
|
|
|
n/a
|
|
Core FFO - diluted per share
|
|
|
|
$
|
0.30
|
|
|
|
n/a
|
|
|
$
|
0.86
|
|
|
|
n/a
|
|
Core FFO - fully diluted per share at quarter end (h) |
|
|
|
$
|
0.29
|
|
|
|
n/a
|
|
|
$
|
0.80
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted FFO - basic per share
|
|
|
|
$
|
0.29
|
|
|
|
n/a
|
|
|
$
|
0.87
|
|
|
|
n/a
|
|
Adjusted FFO - diluted per share
|
|
|
|
$
|
0.28
|
|
|
|
n/a
|
|
|
$
|
0.86
|
|
|
|
n/a
|
|
Adjusted FFO - fully diluted per share at quarter end (h) |
|
|
|
$
|
0.27
|
|
|
|
n/a
|
|
|
$
|
0.80
|
|
|
|
n/a
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Represents one-time costs and professional fees associated with IPO
and follow-on equity issuances.
|
|
(b)
|
|
Represents one-time costs associated with the implementation of
financial reporting systems and processes needed to convert the
organization to a public company.
|
|
(c)
|
|
Represents one-time severance from prior management team and
reduction in workforce costs associated with exiting or selling
non-strategic warehouses.
|
|
(d)
|
|
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.
|
|
(e)
|
|
Represents one-time operating costs associated with our review of
strategic alternatives prior to the IPO.
|
|
(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.
|
|
(g)
|
|
Fully diluted common share equivalents outstanding at September 30,
2018.
|
|
(h)
|
|
Assumes i) all post-IPO commons shares were outstanding for the
entire quarter, ii) the exercise of all outstanding stock options
and conversion of all outstanding restricted stock units at the
beginning of the quarter, and iii) the follow-on public offering of
4,000,000 was outstanding for the entire quarter.
|
|
|
|
|
|
|
Reconciliation of Net Earnings (Loss) to NAREIT EBITDAre and Core
EBITDA
|
|
(In thousands)
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
Net income (loss)
|
|
|
|
$
|
24,540
|
|
|
|
$
|
(4,607
|
)
|
|
|
$
|
45,306
|
|
|
|
$
|
(8,608
|
)
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization
|
|
|
|
29,403
|
|
|
|
28,875
|
|
|
|
87,861
|
|
|
|
87,196
|
|
|
Interest expense
|
|
|
|
22,834
|
|
|
|
29,218
|
|
|
|
70,258
|
|
|
|
85,233
|
|
|
Income tax (benefit) expense
|
|
|
|
(2,551
|
)
|
|
|
1,775
|
|
|
|
(2,765
|
)
|
|
|
3,355
|
|
|
Gain on disposal of depreciated property
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(8,384
|
)
|
|
|
—
|
|
|
Adjustment to reflect share of EBITDAre of partially owned entities
|
|
|
|
265
|
|
|
|
587
|
|
|
|
1,414
|
|
|
|
1,783
|
|
|
NAREIT EBITDAre
|
|
|
|
$
|
74,491
|
|
|
|
$
|
55,848
|
|
|
|
$
|
193,690
|
|
|
|
$
|
168,959
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and reduction in workforce costs
|
|
|
|
73
|
|
|
|
(18
|
)
|
|
|
11
|
|
|
|
(18
|
)
|
|
Terminated site operations cost
|
|
|
|
—
|
|
|
|
2,506
|
|
|
|
139
|
|
|
|
2,624
|
|
|
Non-offering related equity issuance expenses (a) |
|
|
|
605
|
|
|
|
—
|
|
|
|
1,845
|
|
|
|
—
|
|
|
Non-recurring public company implementation costs (b) |
|
|
|
496
|
|
|
|
—
|
|
|
|
658
|
|
|
|
—
|
|
|
Acquisition, diligence, and other pursuit costs
|
|
|
|
21
|
|
|
|
—
|
|
|
|
72
|
|
|
|
—
|
|
|
Strategic alternative costs(c) |
|
|
|
—
|
|
|
|
2,621
|
|
|
|
—
|
|
|
|
4,366
|
|
|
Loss (income) from investments in partially owned entities
|
|
|
|
437
|
|
|
|
(9
|
)
|
|
|
324
|
|
|
|
1,342
|
|
|
Non-recurring impairment of investments in partially owned entities (d) |
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,496
|
|
|
Impairment of inventory and long-lived assets
|
|
|
|
—
|
|
|
|
—
|
|
|
|
747
|
|
|
|
10,881
|
|
|
(Gain) loss on foreign currency exchange
|
|
|
|
(734
|
)
|
|
|
1,045
|
|
|
|
(2,926
|
)
|
|
|
3,870
|
|
|
Stock-based compensation expense
|
|
|
|
2,070
|
|
|
|
587
|
|
|
|
8,255
|
|
|
|
1,760
|
|
|
Loss on debt extinguishment and modification
|
|
|
|
—
|
|
|
|
386
|
|
|
|
21,385
|
|
|
|
986
|
|
|
Gain on other asset disposals
|
|
|
|
(379
|
)
|
|
|
(171
|
)
|
|
|
(687
|
)
|
|
|
(215
|
)
|
|
Reduction In EBITDAre from partially owned entities
|
|
|
|
(265
|
)
|
|
|
(587
|
)
|
|
|
(1,414
|
)
|
|
|
(1,783
|
)
|
|
Multiemployer pension obligation
|
|
|
|
—
|
|
|
|
9,167
|
|
|
|
—
|
|
|
|
9,167
|
|
|
Core EBITDA
|
|
|
|
$
|
76,815
|
|
|
|
$
|
71,375
|
|
|
|
$
|
222,099
|
|
|
|
$
|
208,435
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Represents one-time costs and professional fees associated with
initial and follow-on equity issuances.
|
|
(b)
|
|
Represents one-time costs associated with the implementation of
financial reporting systems and processes needed to convert the
organization to a public company.
|
|
(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.
|
|
|
|
|
|
|
Revenue and Contribution by Segment (Unaudited)
|
|
(In thousands)
|
|
|
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
|
|
(In thousands)
|
|
Segment revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warehouse
|
|
|
|
$
|
297,225
|
|
|
|
$
|
290,593
|
|
|
|
$
|
871,454
|
|
|
|
$
|
848,064
|
|
|
Third-Party Managed
|
|
|
|
62,551
|
|
|
|
60,556
|
|
|
|
192,182
|
|
|
|
178,561
|
|
|
Transportation
|
|
|
|
40,193
|
|
|
|
35,688
|
|
|
|
117,427
|
|
|
|
107,665
|
|
|
Quarry
|
|
|
|
2,041
|
|
|
|
2,664
|
|
|
|
6,755
|
|
|
|
7,577
|
|
|
Total revenues
|
|
|
|
402,010
|
|
|
|
389,501
|
|
|
|
1,187,818
|
|
|
|
1,141,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment contribution:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warehouse
|
|
|
|
93,638
|
|
|
|
86,074
|
|
|
|
274,043
|
|
|
|
254,399
|
|
|
Third-Party Managed
|
|
|
|
3,554
|
|
|
|
3,211
|
|
|
|
11,189
|
|
|
|
9,682
|
|
|
Transportation
|
|
|
|
4,148
|
|
|
|
3,091
|
|
|
|
11,328
|
|
|
|
9,733
|
|
|
Quarry
|
|
|
|
145
|
|
|
|
456
|
|
|
|
411
|
|
|
|
(76
|
)
|
|
Total segment contribution
|
|
|
|
101,485
|
|
|
|
92,832
|
|
|
|
296,971
|
|
|
|
273,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, and amortization
|
|
|
|
(29,403
|
)
|
|
|
(28,875
|
)
|
|
|
(87,861
|
)
|
|
|
(87,196
|
)
|
|
Selling, general and administrative expense
|
|
|
|
(28,517
|
)
|
|
|
(36,432
|
)
|
|
|
(87,947
|
)
|
|
|
(84,736
|
)
|
|
(Loss) gain from sale of real estate
|
|
|
|
(12
|
)
|
|
|
(83
|
)
|
|
|
8,372
|
|
|
|
(83
|
)
|
|
Impairment of long-lived assets
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(747
|
)
|
|
|
(8,773
|
)
|
|
(Loss) income from investments in partially owned entities
|
|
|
|
(437
|
)
|
|
|
9
|
|
|
|
(324
|
)
|
|
|
(1,342
|
)
|
|
Impairment of investments in partially owned entities
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(6,496
|
)
|
|
Interest expense
|
|
|
|
(22,834
|
)
|
|
|
(29,218
|
)
|
|
|
(70,258
|
)
|
|
|
(85,233
|
)
|
|
Interest income
|
|
|
|
877
|
|
|
|
218
|
|
|
|
2,610
|
|
|
|
785
|
|
|
Loss on debt extinguishment and modification
|
|
|
|
—
|
|
|
|
(386
|
)
|
|
|
(21,385
|
)
|
|
|
(986
|
)
|
|
Foreign currency exchange gain (loss)
|
|
|
|
734
|
|
|
|
(1,045
|
)
|
|
|
2,926
|
|
|
|
(3,870
|
)
|
|
Other income (expense), net
|
|
|
|
96
|
|
|
|
148
|
|
|
|
184
|
|
|
|
(1,061
|
)
|
|
Income (loss) before income tax benefit (expense)
|
|
|
|
$
|
21,989
|
|
|
|
$
|
(2,832
|
)
|
|
|
$
|
42,541
|
|
|
|
$
|
(5,253
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
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,
non-offering related IPO expenses, stock-based compensation expense for
the IPO retention grants, severance and reduction in workforce costs,
acquisition, diligence and other pursuit costs, loss on debt
extinguishment and modification, and foreign currency exchange gain or
loss. 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 in our quarterly report on Form 10-Q. FFO, Core FFO
and Adjusted FFO should be considered as supplements, but not
alternatives, to our net income or cash flows from operating activities
as indicators of our operating performance. Moreover, other REITs may
not calculate FFO in accordance with the NAREIT definition or may
interpret the NAREIT definition differently than we do. Accordingly, our
FFO may not be comparable to FFO as calculated by other REITs. In
addition, there is no industry definition of Core FFO or Adjusted FFO
and, as a result, other REITs may also calculate Core FFO or Adjusted
FFO, or other similarly-captioned metrics, in a manner different than we
do. The table above reconciles FFO, Core FFO and Adjusted FFO to net
income, which is the most directly comparable financial measure
calculated in accordance with U.S. GAAP.
We calculate EBITDA for Real Estate, or EBITDAre, in accordance with the
standards established by the Board of Governors of NAREIT, defined as,
earnings before interest expense, taxes, depreciation, depletion and
amortization, gains or losses on disposition of depreciated property,
including gains or losses on change of control, impairment write-downs
of depreciated property and of investments in unconsolidated affiliates
caused by a decrease in value of depreciated property in the affiliate,
and adjustment to reflect share of EBITDAre of unconsolidated
affiliates. EBITDAre is a measure commonly used in our industry, and we
present EBITDAre to enhance investor understanding of our operating
performance. We believe that EBITDAre provides investors and analysts
with a measure of operating results unaffected by differences in capital
structures, capital investment cycles and useful life of related assets
among otherwise comparable companies.
We also calculate our Core EBITDA as EBITDAre further adjusted for
impairment charges on intangible and long-lived assets, gain or loss on
depreciable real property asset disposals, severance and reduction in
workforce costs, non-offering related IPO expenses, loss on debt
extinguishment and modification, stock-based compensation expense,
foreign currency exchange gain or loss, loss on partially owned
entities, and reduction in EBITDAre from partially owned entities. We
believe that the presentation of Core EBITDA provides a measurement of
our operations that is meaningful to investors because it excludes the
effects of certain items that are otherwise included in EBITDAre but
which we do not believe are indicative of our core business operations.
EBITDAre and Core EBITDA are not measurements of financial performance
under U.S. GAAP, and our EBITDAre and Core EBITDA may not be comparable
to similarly titled measures of other companies. You should not consider
our EBITDAre and Core EBITDA as alternatives to net income or cash flows
from operating activities determined in accordance with U.S. GAAP. Our
calculations of EBITDAre and Core EBITDA have limitations as analytical
tools, including:
-
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 EBITDAre and Core EBITDA as measures of our operating performance
and not as measures of liquidity.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20181108005955/en/
Americold Realty Trust
Investor Relations
Telephone:
678-459-1959
Email: investor.relations@americold.com
Source: Americold Realty Trust