ATLANTA--(BUSINESS WIRE)--
Americold Realty Trust (NYSE: COLD) (the “Company”), the world’s largest
publicly traded REIT focused on the ownership, operation and development
of temperature-controlled warehouses, today announced financial and
operating results for the first quarter ended March 31, 2019.
First Quarter 2019 Highlights
-
Total revenue of $393.1 million, a 0.5% increase over the same quarter
last year, or a 2.8% increase on a constant currency basis
-
Global Warehouse segment revenue of $289.6 million, a 1.1% increase
over the same quarter last year, or a 3.4% increase on a constant
currency basis
-
Total contribution (NOI) of $98.7 million, a 1.4% increase over the
same quarter last year, or a 3.0% increase on a constant currency basis
-
Global Warehouse segment contribution (NOI) of $90.8 million, a 1.4%
increase over the same quarter last year, or a 2.7% increase on a
constant currency basis
-
Net loss of $4.6 million, or $0.03 per diluted common share, compared
to net loss of $8.6 million in the same quarter last year
-
Core EBITDA of $71.1 million, a 0.8% decrease over the same quarter
last year, or a 0.7% increase on a constant currency basis
-
Core Funds from Operations ("Core FFO") of $39.9 million, or $0.26 per
diluted common share, compared to $34.8 million in the same quarter
last year
-
Adjusted Funds from Operations (“AFFO”) of $44.3 million, or $0.29 per
diluted common share, compared to $39.9 million in the same quarter
last year
-
Global Warehouse segment same store revenue grew 0.4%, or 2.7% on a
constant currency basis, with same store segment contribution (NOI)
improving 0.2%, or 1.5% on a constant currency basis
-
Acquired privately-held PortFresh, consisting of a
temperature-controlled operator servicing fresh produce trade through
the Port of Savannah and 163 acres of entitled land, for approximately
$35.9 million. Concurrently announced plans to build a new,
approximately 15 million cubic foot state-of-the-art
temperature-controlled storage facility in Savannah, Georgia
Fred Boehler, President and Chief Executive Officer of Americold Realty
Trust, stated, “We made strong progress to start 2019 as we leveraged
our unique position as the world’s largest and only publicly traded REIT
focused on the ownership, operation and development of
temperature-controlled warehouses. We continue to drive internal growth
through the steady execution of our business. Our core operations remain
strong, and fundamentals within the industry remain extremely favorable
as we look ahead.
We completed our first sizable, strategic acquisition by acquiring
privately-held Cloverleaf Cold Storage, which added 22 mission critical,
turnkey facilities in key protein markets in a transaction that is
immediately accretive to our financial results. This was a rare
opportunity to leverage our cost of capital and add complimentary scale,
which positions us to create value with the full integration onto our
proprietary Americold Operating System. We also completed a "tuck-in"
acquisition of two additional facilities through our acquisition of
Lanier Cold Storage. With these acquisitions complete, our total network
now exceeds one billion refrigerated cubic feet. Further, our plans to
expand our key Atlanta major market campus, including the addition of
fully and semi-automated facilities and in combination with our
acquisition and development in Savannah, will enhance our efficiency and
further grow capacity, allowing us to better serve current and new
customers.”
Mr. Boehler continued, “Finally, to fund this transformational growth,
we were pleased with our successful follow on offering in April and debt
private placement in May. We are very proud of our team’s hard work
during this busy start to the year, and believe these transactions
position us to drive shareholder value for years to come.”
First Quarter 2019 Total Company Financial
Results
Total revenue for the first quarter ended March 31, 2019 was $393.1
million, a 0.5% increase from the same quarter of the prior year, or a
2.8% increase on a constant currency basis. This growth was largely
driven by net new business, improvements in commercial terms and
contractual rate escalations, the maturation of the Clearfield, Utah
facility, the opening of the build-to-suit facility in Middleboro,
Massachusetts at the end of the third quarter of 2018, and the
incremental revenue associated with the PortFresh acquisition in January
2019, all within the Global Warehouse segment. These factors were
partially offset by unfavorable foreign currency exchange rates, the
exit of two sites in the second quarter of 2018, the impact of one less
business day in the first quarter of 2019 as compared to the first
quarter of 2018, and the later timing of the Easter holiday in 2019.
For the first quarter of 2019, the Company reported a net loss of $4.6
million, or $0.03 per diluted share, compared to a net loss of $8.6
million for the same quarter of the prior year. Net loss for the current
quarter included the impact of approximately $12.6 million of asset
impairment charges stemming from the announcement of its Atlanta Major
Market Strategy, which includes the redevelopment of an existing
facility, and the potential future sale of an idle facility during the
second quarter of 2019.
Total contribution (NOI) for the first quarter ended March 31, 2019 was
$98.7 million, an increase of 1.4% from the same quarter of the prior
year, or a 3.0% increase on a constant currency basis.
Core EBITDA was $71.1 million for the first quarter of 2019, compared to
$71.7 million for the same quarter of the prior year. This reflects a
0.8% decrease over prior year largely impacted by unfavorable foreign
currency exchange rates and year-over-year higher workers' compensation
and healthcare costs. As a result, Core EBITDA margin contracted by 24.3
basis points to 18.1%. On a constant currency basis, Core EBITDA was
$72.2 million, an increase of $0.5 million or 0.7%.
For the first quarter of 2019, Core FFO was $39.9 million, or $0.26 per
diluted share, compared to $34.8 million for same quarter of the prior
year. The year-over-year increase is driven primarily by the decrease in
interest expense as a result of the reduction in our weighted average
contractual rate of real estate debt.
For the first quarter of 2019, AFFO was $44.3 million, or $0.29 per
diluted share, compared to $39.9 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.
First Quarter 2019 Global Warehouse Segment
Results
For the first quarter of 2019, Global Warehouse segment revenues were
$289.6 million, an increase of $3.1 million, or 1.1%, compared to $286.5
million for the first quarter of 2018. This growth was primarily driven
by the same factors mentioned above.
Warehouse segment contribution (NOI) was $90.8 million, or 31.4% of
segment revenue, for the first quarter of 2019, compared to $89.6
million, or 31.3% of segment revenue, for the prior year. This
represents a 1.4% improvement in segment profitability over the first
quarter of 2018 and an expansion of 10 basis points in segment margin
period-over-period. As previously mentioned, growth was largely impacted
by unfavorable foreign currency exchange rates and the later timing of
Easter in 2019 as compared to 2018. Additionally, the year-over-year
profit growth was strained by higher workers' compensation and health
care costs. As a reminder, during the first quarter of 2018, the Company
had a $1 million benefit related to workers' compensation. Despite these
items, the year-over-year growth was driven by the aforementioned
revenue trends, combined with operating efficiency gains driven by power
savings and the leveraging of its fixed expenses.
The Company ended the first quarter of 2019 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 first quarter 2019 Global Warehouse
full segment and same store metrics compared to the same period a year
ago:
|
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|
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Global Warehouse - Total
|
|
|
|
Three Months Ended March 31,
|
|
Change
|
|
Dollars in thousands
|
|
|
|
2019 actual
|
|
2019 constant currency
(1)
|
|
2018 actual
|
|
Actual
|
|
Constant currency
|
|
Global Warehouse revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent and storage
|
|
|
|
$
|
126,380
|
|
|
$
|
128,727
|
|
|
$
|
125,727
|
|
|
0.5%
|
|
2.4%
|
|
Warehouse services
|
|
|
|
163,235
|
|
|
167,400
|
|
|
160,790
|
|
|
1.5%
|
|
4.1%
|
|
Total Warehouse revenues
|
|
|
|
$
|
289,615
|
|
|
$
|
296,127
|
|
|
$
|
286,517
|
|
|
1.1%
|
|
3.4%
|
|
Global Warehouse contribution (NOI)
|
|
|
|
$
|
90,819
|
|
|
$
|
92,011
|
|
|
$
|
89,570
|
|
|
1.4%
|
|
2.7%
|
|
Global Warehouse margin
|
|
|
|
31.4
|
%
|
|
31.1
|
%
|
|
31.3
|
%
|
|
10 bps
|
|
-19 bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units in thousands except per pallet data
|
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|
|
|
|
|
|
|
|
|
|
|
|
Global Warehouse rent and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average physical occupied pallets
|
|
|
|
2,374
|
|
|
2,374
|
|
|
2,447
|
|
|
(3.0)%
|
|
(3.0)%
|
|
Average economic occupied pallets
|
|
|
|
2,507
|
|
|
2,507
|
|
|
2,561
|
|
|
(2.1)%
|
|
(2.1)%
|
|
Average physical pallet positions
|
|
|
|
3,182
|
|
|
3,182
|
|
|
3,212
|
|
|
(0.9)%
|
|
(0.9)%
|
|
Physical occupancy percentage
|
|
|
|
74.6
|
%
|
|
74.6
|
%
|
|
76.2
|
%
|
|
-158 bps
|
|
-158 bps
|
|
Economic occupancy percentage
|
|
|
|
78.8
|
%
|
|
78.8
|
%
|
|
79.7
|
%
|
|
-93 bps
|
|
-93 bps
|
|
Total rent and storage revenues per physical occupied pallet
|
|
|
|
$
|
53.25
|
|
|
$
|
54.24
|
|
|
$
|
51.38
|
|
|
3.6%
|
|
5.6%
|
|
Total rent and storage revenues per economic occupied pallet
|
|
|
|
$
|
50.41
|
|
|
$
|
51.35
|
|
|
$
|
49.09
|
|
|
2.7%
|
|
4.6%
|
|
Global Warehouse services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Throughput pallets
|
|
|
|
6,521
|
|
|
6,521
|
|
|
6,643
|
|
|
(1.8)%
|
|
(1.8)%
|
|
Total warehouse services revenues per throughput pallet
|
|
|
|
$
|
25.03
|
|
|
$
|
25.67
|
|
|
$
|
24.20
|
|
|
3.4%
|
|
6.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Warehouse - Same Store
|
|
|
|
Three Months Ended March 31,
|
|
Change
|
|
Dollars in thousands
|
|
|
|
2019 actual
|
|
2019 constant currency
(1)
|
|
2018 actual
|
|
Actual
|
|
Constant currency
|
|
Global Warehouse same store revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent and storage
|
|
|
|
$
|
122,559
|
|
|
$
|
124,905
|
|
|
$
|
122,356
|
|
|
0.2%
|
|
2.1%
|
|
Warehouse services
|
|
|
|
159,455
|
|
|
163,621
|
|
|
158,511
|
|
|
0.6%
|
|
3.2%
|
|
Total same store revenues
|
|
|
|
$
|
282,014
|
|
|
$
|
288,526
|
|
|
$
|
280,867
|
|
|
0.4%
|
|
2.7%
|
|
Global Warehouse same store contribution (NOI)
|
|
|
|
$
|
88,251
|
|
|
$
|
89,443
|
|
|
$
|
88,108
|
|
|
0.2%
|
|
1.5%
|
|
Global Warehouse same store margin
|
|
|
|
31.3
|
%
|
|
31.0
|
%
|
|
31.4
|
%
|
|
-8 bps
|
|
-37 bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units in thousands except per pallet data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Warehouse same store rent and storage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average physical occupied pallets
|
|
|
|
2,276
|
|
|
2,276
|
|
|
2,364
|
|
|
(3.7)%
|
|
(3.7)%
|
|
Average economic occupied pallets
|
|
|
|
2,405
|
|
|
2,405
|
|
|
2,474
|
|
|
(2.8)%
|
|
(2.8)%
|
|
Average physical pallet positions
|
|
|
|
3,061
|
|
|
3,061
|
|
|
3,076
|
|
|
(0.5)%
|
|
(0.5)%
|
|
Physical occupancy percentage
|
|
|
|
74.3
|
%
|
|
74.3
|
%
|
|
76.8
|
%
|
|
-249 bps
|
|
-249 bps
|
|
Economic occupancy percentage
|
|
|
|
78.6
|
%
|
|
78.6
|
%
|
|
80.4
|
%
|
|
-186 bps
|
|
-186 bps
|
|
Same store rent and storage revenues per physical occupied pallet
|
|
|
|
$
|
53.86
|
|
|
$
|
54.89
|
|
|
$
|
51.77
|
|
|
4.0%
|
|
6.0%
|
|
Same store rent and storage revenues per economic occupied pallet
|
|
|
|
$
|
50.95
|
|
|
$
|
51.93
|
|
|
$
|
49.46
|
|
|
3.0%
|
|
5.0%
|
|
Global Warehouse same store services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Throughput pallets
|
|
|
|
6,384
|
|
|
6,384
|
|
|
6,549
|
|
|
(2.5)%
|
|
(2.5)%
|
|
Same store warehouse services revenues per throughput pallet
|
|
|
|
$
|
24.98
|
|
|
$
|
25.63
|
|
|
$
|
24.21
|
|
|
3.2%
|
|
5.9%
|
(1) The adjustments from our U.S. GAAP operating results to
calculate our operating results on a constant currency basis are the
effect of changes in foreign currency exchange rates relative to the
comparable prior period.
Fixed Commitment Rent and Storage Revenue
For the first quarter of 2019, 43.0% of rent and storage revenues are
derived from customers with fixed commitment storage contracts, an
increase of 20 basis points from the fourth quarter 2018 and 410 basis
points over the first quarter of 2018.
Economic and Physical Occupancy
Contracts that contain fixed commitments are designed to ensure the
Company's customers have space available when needed. At times, these
customers may be paying for space that is not physically occupied. For
the first quarter of 2019, economic occupancy for the total warehouse
segment was 78.8% and warehouse segment same store pool was 78.6%,
representing a 420 basis point and 424 basis point increase above
physical occupancy, respectively. For the first quarter of 2019,
physical occupancy for the total warehouse segment was 74.6% and
warehouse segment same store pool was 74.3%.
Real Estate Portfolio
The Company's real estate portfolio consists of 155 facilities as of
March 31, 2019. During the first quarter of 2019, it purchased
privately-held PortFresh Holdings, LLC, consisting of a
temperature-controlled operator servicing fresh produce trade through
the Port of Savannah and 163 acres of entitled land, for approximately
$35.9 million, which it funded with available cash. Concurrently, the
Company announced plans to build a new, approximately 15 million cubic
foot state-of-the-art temperature-controlled storage facility in
Savannah, Georgia with anticipated development spending of $55 to $65
million. Within the Third-Party Managed segment the management agreement
for one facility that the Company operated expired and was not renewed
during the first quarter of 2019.
The Company's same store population consists of 137 facilities as of
March 31, 2019. During the first quarter of 2019, two warehouses were
moved from the non-same store population to the same-store population as
a result of achieving normalized operations. One of these sites was
acquired and redeveloped in 2016, and one of these sites experienced an
event in 2015 that resulted in an extended period of business
interruption. Finally, one warehouse was reclassified from the same
store to the non-same store population in anticipation of its lease
expiration in the third quarter of 2019, which the Company does not
intend to renew as part of its ongoing portfolio management and focus to
own assets. As a result of this activity, the Company's non-same store
population consists of seven facilities as of March 31, 2019.
Balance Sheet Activity and Liquidity
At March 31, 2019, the Company had total liquidity of approximately
$943.6 million, including cash and capacity on its revolving credit
facility. Total debt outstanding was $1.52 billion (inclusive of $159.1
million of capital leases/sale lease-backs and exclusive of deferred
financing fees and unamortized debt discounts), of which 71% was in an
unsecured structure. The Company has no material debt maturities until
2022, assuming the one-year extension option is exercised on its
revolver. At quarter end, its net debt to Core EBITDA was approximately
4.4x. Of the Company's total debt outstanding, $1.36 billion relates to
real estate debt, which excludes sale-leaseback and capitalized lease
obligations. The Company's real estate debt has a weighted average term
of 6.1 years and carries a weighted average contractual interest rate of
4.66%. At March 31, 2019, 75% of the Company's total debt outstanding
was at a fixed rate, inclusive of the $100 million interest rate swap on
its term loan that was entered into during the first quarter of 2019.
Dividend
On March 7, 2019, the Company's Board of Trustees declared a dividend of
$0.20 per share for the first quarter of 2019, which was paid on April
15, 2019 to common shareholders of record as of March 29, 2019.
Highlights Subsequent to Quarter End
-
Closed on acquisition of privately-held Cloverleaf Cold Storage for
$1.24 billion, consisting of 22 temperature-controlled facilities, of
which 21 are owned and one is managed, totaling 132 million
refrigerated cubic feet.
-
Closed on acquisition of Lanier Cold Storage for $82 million,
consisting of two temperature-controlled facilities and 14 million
refrigerated cubic feet.
-
Announced a planned expansion and redevelopment program at the
Company's existing Atlanta major market campus for a total investment
of approximately $126 million to $136 million.
-
Completed follow-on public offering of 50,312,500 common shares at
$29.75 per share, of which 42,062,500 shares were issued and sold by
the Company for net proceeds of approximately $1.21 billion, and
entered into a forward sale agreement for 8,250,000 shares.
-
Priced $350 million of senior unsecured notes in an institutional
private placement offering at an interest rate of 4.10% and a duration
of 10.7 years in order to finance a portion of the previously
announced acquisitions.
-
In April, the Company completed a land purchase in Sydney, Australia
for $43.4 million, of which $4.7 million was paid as an initial
deposit in 2018. The Company continues to work with its customer on
the detailed design phase of the project.
2019 Outlook
The Company has revised select 2019 guidance based upon the impact of
acquisitions, announced development, and capital markets activity
completed subsequent to quarter end:
-
Global warehouse segment same store revenue growth to range between 2
and 4 percent on a constant currency basis and same store NOI growth
to be 100 to 200 basis points higher than the associated revenue.
-
Selling, general, and administrative expense, as a percentage of total
revenue, is expected to range between 6.8 and 7.2 percent.
-
Total recurring maintenance capital expenditures is expected in the
range of $56 to $66 million.
-
Total growth and expansion capital expenditures is expected to
aggregate in a range of $275 to $350 million, which includes spending
related to the Company's announced projects in Chicago, IL, Savannah,
GA, Australia, and Atlanta, GA as well as the three expansions
associated with Cloverleaf.
-
Anticipated AFFO payout ratio of 67 to 70 percent.
-
Full year weighted average fully diluted share count of 182 to 186
million shares.
The Company's guidance is provided for informational purposes based on
current plans and assumptions as is subject to change. The ranges for
these metrics do not include the impact of acquisitions, dispositions,
or capital markets activity beyond that which has been previously
announced.
Investor Webcast and Conference Call
The Company will hold a webcast and conference call on Tuesday, May 7,
2019 at 5:00 p.m. Eastern Time to discuss first quarter 2019 results. A
live webcast of the call will be available via the Investors section of
Americold Realty Trust's website at www.americold.com.
To listen to the live webcast, please go to the site at least five
minutes prior to the scheduled start time in order to register, download
and install any necessary audio software. Shortly after the call, a
replay of the webcast will be available for 90 days on the Company’s
website.
The conference call can also be accessed by dialing 1-877-407-3982 or
1-201-493-6780. The telephone replay can be accessed by dialing
1-844-512-2921 or 1-412-317-6671 and providing the conference ID#
13689713. The telephone replay will be available starting shortly after
the call until May 21, 2019.
The Company’s supplemental package will be available prior to the
conference call in the Investors section of the Company’s website at http://ir.americold.com.
About the Company
Americold is the world’s largest publicly traded REIT focused on the
ownership, operation and development of temperature-controlled
warehouses. Based in Atlanta, Georgia, Americold owns and operates 179
temperature-controlled warehouses, with over 1 billion refrigerated
cubic feet of storage, in the United States, Australia, New Zealand,
Canada, and Argentina. Americold’s facilities are an integral component
of the supply chain connecting food producers, processors, distributors
and retailers to consumers.
Non-GAAP Financial Measures
This press release contains non-GAAP financial measures, including FFO,
core FFO, AFFO, EBITDAre, Core EBITDA and same store segment revenue and
contribution. A reconciliation from U.S. GAAP net (loss) 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 (loss)
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; risks related to current and potential
international operations and properties; difficulties in identifying
properties to be acquired and completing acquisitions; acquisition
risks, including the failure of such acquisitions to perform in
accordance with projections; our failure to realize the intended
benefits from, or disruptions to our plans and operations or unknown or
contingent liabilities related to our recent acquisitions; our failure
to successfully integrate and operate acquired or developed properties
or businesses, including but not limited to; Cloverleaf Cold Storage,
Lanier Cold Storage and PortFresh Holdings LLC; risks related to
expansions of existing properties and developments of new properties,
including failure to meet budgeted or stabilized returns in respect
thereof; difficulties in expanding our operations into new markets,
including international markets; our failure to maintain our status as a
REIT; our operating partnership’s failure to qualify as a partnership
for federal income tax purposes; 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; losses in excess of our insurance
coverage; the cost and time requirements as a result of our operation as
a publicly traded REIT; risks related to joint venture investments,
including as a result of our lack of control of such investments;changes
in foreign currency exchange rates; the impact of anti-takeover
provisions in our constituent documents and under Maryland law, which
could make an acquisition of us more difficult, limit attempts by our
shareholders to replace our trustees and affect the price of our common
shares.
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, 2018 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 (Unaudited)
|
|
(In thousands, except shares and per share amounts)
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
Assets
|
|
|
|
|
|
|
|
Property, plant, and equipment:
|
|
|
|
|
|
|
|
Land
|
|
|
|
$
|
408,982
|
|
|
$
|
385,232
|
|
|
Buildings and improvements
|
|
|
|
1,862,064
|
|
|
1,849,749
|
|
|
Machinery and equipment
|
|
|
|
600,148
|
|
|
577,175
|
|
|
Assets under construction
|
|
|
|
74,937
|
|
|
85,983
|
|
|
|
|
|
2,946,131
|
|
|
2,898,139
|
|
|
Accumulated depreciation and depletion
|
|
|
|
(1,127,419
|
)
|
|
(1,097,624
|
)
|
|
Property, plant, and equipment – net
|
|
|
|
1,818,712
|
|
|
1,800,515
|
|
|
Operating lease right-of-use assets
|
|
|
|
83,663
|
|
|
—
|
|
|
Accumulated depreciation-operating leases
|
|
|
|
(6,181
|
)
|
|
—
|
|
|
Operating leases-net
|
|
|
|
77,482
|
|
|
—
|
|
|
Financing leases:
|
|
|
|
|
|
|
|
Buildings and improvements
|
|
|
|
11,227
|
|
|
11,227
|
|
|
Machinery and equipment
|
|
|
|
49,835
|
|
|
49,276
|
|
|
|
|
|
61,062
|
|
|
60,503
|
|
|
Accumulated depreciation- financing leases
|
|
|
|
(21,415
|
)
|
|
(21,317
|
)
|
|
Financing leases – net
|
|
|
|
39,647
|
|
|
39,186
|
|
|
Cash and cash equivalents
|
|
|
|
172,838
|
|
|
208,078
|
|
|
Restricted cash
|
|
|
|
6,812
|
|
|
6,019
|
|
|
Accounts receivable – net of allowance of $6,146 and $5,706 at March
31, 2019 and December 31, 2018, respectively
|
|
|
|
193,599
|
|
|
194,279
|
|
|
Identifiable intangible assets – net
|
|
|
|
25,003
|
|
|
25,056
|
|
|
Goodwill
|
|
|
|
186,359
|
|
|
186,095
|
|
|
Investments in partially owned entities
|
|
|
|
13,167
|
|
|
14,541
|
|
|
Other assets
|
|
|
|
54,110
|
|
|
58,659
|
|
|
Total assets
|
|
|
|
$
|
2,587,729
|
|
|
$
|
2,532,428
|
|
|
Liabilities and shareholders’ equity
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
|
258,055
|
|
|
253,080
|
|
|
Mortgage notes, senior unsecured notes and term loan - net of
discount and deferred financing costs of $13,207 and $13,943 in the
aggregate, at March 31, 2019 and December 31, 2018, respectively
|
|
|
|
1,350,120
|
|
|
1,351,014
|
|
|
Sale-leaseback financing obligations
|
|
|
|
118,181
|
|
|
118,920
|
|
|
Financing lease obligations
|
|
|
|
40,888
|
|
|
40,787
|
|
|
Operating lease obligations
|
|
|
|
80,257
|
|
|
—
|
|
|
Unearned revenue
|
|
|
|
17,994
|
|
|
18,625
|
|
|
Pension and postretirement benefits
|
|
|
|
15,721
|
|
|
16,317
|
|
|
Deferred tax liability - net
|
|
|
|
17,110
|
|
|
17,992
|
|
|
Multi-Employer pension plan withdrawal liability
|
|
|
|
8,926
|
|
|
8,938
|
|
|
Total liabilities
|
|
|
|
1,907,252
|
|
|
1,825,673
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
Common shares of beneficial interest, $0.01 par value – authorized
250,000,000 shares; 149,132,808 and 148,234,959 issued and
outstanding at March 31, 2019 and December 31, 2018, respectively
|
|
|
|
1,491
|
|
|
1,482
|
|
|
Paid-in capital
|
|
|
|
1,365,767
|
|
|
1,356,133
|
|
|
Accumulated deficit
|
|
|
|
(673,297
|
)
|
|
(638,345
|
)
|
|
Accumulated other comprehensive loss
|
|
|
|
(13,484
|
)
|
|
(12,515
|
)
|
|
Total shareholders’ equity
|
|
|
|
680,477
|
|
|
706,755
|
|
|
Total liabilities and shareholders’ equity
|
|
|
|
$
|
2,587,729
|
|
|
$
|
2,532,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Operations
|
|
(In thousands, except per share amounts - unaudited)
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
2019
|
|
2018
|
|
Revenues:
|
|
|
|
|
|
|
|
Rent, storage, and warehouse services
|
|
|
|
$
|
289,615
|
|
|
$
|
286,517
|
|
|
Third-party managed services
|
|
|
|
64,136
|
|
|
63,876
|
|
|
Transportation services
|
|
|
|
37,096
|
|
|
38,345
|
|
|
Other
|
|
|
|
2,232
|
|
|
2,403
|
|
|
Total revenues
|
|
|
|
393,079
|
|
|
391,141
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
Rent, storage, and warehouse services cost of operations
|
|
|
|
198,796
|
|
|
196,947
|
|
|
Third-party managed services cost of operations
|
|
|
|
60,877
|
|
|
60,099
|
|
|
Transportation services cost of operations
|
|
|
|
32,740
|
|
|
34,751
|
|
|
Cost of operations related to other revenues
|
|
|
|
1,988
|
|
|
2,057
|
|
|
Depreciation, depletion, and amortization
|
|
|
|
30,096
|
|
|
29,408
|
|
|
Selling, general and administrative
|
|
|
|
31,117
|
|
|
28,106
|
|
|
Acquisition, litigation, and other
|
|
|
|
8,493
|
|
|
3,841
|
|
|
Impairment of long-lived assets
|
|
|
|
12,555
|
|
|
—
|
|
|
Total operating expenses
|
|
|
|
376,662
|
|
|
355,209
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
|
16,417
|
|
|
35,932
|
|
|
|
|
|
|
|
|
|
Other income (expense):
|
|
|
|
|
|
|
|
Income (loss) from investments in partially owned entities
|
|
|
|
122
|
|
|
(139
|
)
|
|
Interest expense
|
|
|
|
(21,576
|
)
|
|
(24,495
|
)
|
|
Interest income
|
|
|
|
1,003
|
|
|
623
|
|
|
Loss on debt extinguishment and modifications
|
|
|
|
—
|
|
|
(21,385
|
)
|
|
Foreign currency exchange gain, net
|
|
|
|
60
|
|
|
680
|
|
|
Other (expense) income, net
|
|
|
|
(167
|
)
|
|
56
|
|
|
Loss before income tax (expense) benefit
|
|
|
|
(4,141
|
)
|
|
(8,728
|
)
|
|
Income tax (expense) benefit:
|
|
|
|
|
|
|
|
Current
|
|
|
|
(1,548
|
)
|
|
(1,067
|
)
|
|
Deferred
|
|
|
|
1,060
|
|
|
1,156
|
|
|
Total income tax (expense) benefit
|
|
|
|
(488
|
)
|
|
89
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
$
|
(4,629
|
)
|
|
$
|
(8,639
|
)
|
|
Less distributions on preferred shares of beneficial interest -
Series A
|
|
|
|
—
|
|
|
(1
|
)
|
|
Less distributions on preferred shares of beneficial interest -
Series B
|
|
|
|
—
|
|
|
(1,817
|
)
|
|
Net loss attributable to common shares of beneficial interest
|
|
|
|
$
|
(4,629
|
)
|
|
$
|
(10,457
|
)
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – basic
|
|
|
|
149,404
|
|
|
124,433
|
|
|
Weighted average common shares outstanding – diluted
|
|
|
|
149,404
|
|
|
124,433
|
|
|
|
|
|
|
|
|
|
Net loss per common share of beneficial interest - basic
|
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.08
|
)
|
|
Net loss per common share of beneficial interest - diluted
|
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net (Loss) Earnings to NAREIT FFO, Core FFO, and
AFFO
|
|
(In thousands, except per share amounts - unaudited)
|
|
|
|
|
Three Months Ended
|
|
|
|
|
Q1 19
|
Q4 18
|
Q3 18
|
Q2 18
|
Q1 18
|
|
Net (loss) income
|
|
|
|
$
|
(4,629
|
)
|
$
|
2,678
|
|
$
|
24,540
|
|
$
|
29,406
|
|
$
|
(8,639
|
)
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
Real estate related depreciation and depletion
|
|
|
|
22,665
|
|
22,405
|
|
21,903
|
|
21,764
|
|
22,174
|
|
|
Net loss (gain) on sale of depreciable real estate
|
|
|
|
138
|
|
913
|
|
—
|
|
(8,384
|
)
|
—
|
|
|
Net gain on asset disposals
|
|
|
|
—
|
|
—
|
|
(65
|
)
|
—
|
|
—
|
|
|
Impairment charges on certain real estate assets
|
|
|
|
12,555
|
|
—
|
|
—
|
|
747
|
|
—
|
|
|
Real estate depreciation on China JV
|
|
|
|
289
|
|
398
|
|
292
|
|
242
|
|
270
|
|
|
NAREIT Funds from operations
|
|
|
|
31,018
|
|
26,394
|
|
46,670
|
|
43,775
|
|
13,805
|
|
|
Less distributions on preferred shares of beneficial interest
|
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,817
|
)
|
|
NAREIT Funds from operations attributable to common shareholders
|
|
|
|
$
|
31,018
|
|
$
|
26,394
|
|
$
|
46,670
|
|
$
|
43,775
|
|
$
|
11,988
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
Net (gain) loss on sale of non-real estate assets
|
|
|
|
(118
|
)
|
110
|
|
(314
|
)
|
(387
|
)
|
(148
|
)
|
|
Non-offering related equity issuance expenses (a) |
|
|
|
1,511
|
|
(34
|
)
|
605
|
|
—
|
|
1,242
|
|
|
Non-recurring public company implementation costs (b) |
|
|
|
—
|
|
544
|
|
496
|
|
162
|
|
—
|
|
|
Acquisition, diligence and integration costs(c) |
|
|
|
1,441
|
|
599
|
|
21
|
|
48
|
|
3
|
|
|
Stock-based compensation expense, IPO grants
|
|
|
|
607
|
|
1,433
|
|
845
|
|
965
|
|
965
|
|
|
Severance, reduction in workforce costs and equity acceleration(d) |
|
|
|
4,294
|
|
(73
|
)
|
73
|
|
—
|
|
11
|
|
|
Terminated site operations costs (e) |
|
|
|
338
|
|
(1,870
|
)
|
—
|
|
66
|
|
—
|
|
|
Litigation and other related settlement costs (f) |
|
|
|
910
|
|
|
|
|
|
|
Loss on debt extinguishment, modifications and termination of
derivative instruments
|
|
|
|
—
|
|
26,174
|
|
—
|
|
—
|
|
21,385
|
|
|
Foreign currency exchange (gain) loss
|
|
|
|
(60
|
)
|
43
|
|
(734
|
)
|
(1,511
|
)
|
(680
|
)
|
|
Excise tax settlement
|
|
|
|
—
|
|
(128
|
)
|
—
|
|
—
|
|
—
|
|
|
Alternative Minimum Tax receivable from Tax Cuts & Jobs Act
|
|
|
|
—
|
|
—
|
|
(3,745
|
)
|
—
|
|
—
|
|
|
Core FFO applicable to common shareholders
|
|
|
|
$
|
39,941
|
|
$
|
53,192
|
|
$
|
43,917
|
|
$
|
43,118
|
|
$
|
34,766
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
Amortization of deferred financing costs, debt discount and pension
withdrawal liability
|
|
|
|
1,456
|
|
1,414
|
|
1,532
|
|
1,556
|
|
1,674
|
|
|
Amortization of below/above market leases
|
|
|
|
38
|
|
37
|
|
38
|
|
38
|
|
38
|
|
|
Straight-line net rent
|
|
|
|
(137
|
)
|
(86
|
)
|
(62
|
)
|
(26
|
)
|
(5
|
)
|
|
Deferred income taxes (benefit) expense
|
|
|
|
(1,060
|
)
|
(1,059
|
)
|
512
|
|
(1,449
|
)
|
(1,156
|
)
|
|
Stock-based compensation expense, excluding IPO grants
|
|
|
|
2,032
|
|
994
|
|
1,226
|
|
701
|
|
3,553
|
|
|
Non-real estate depreciation and amortization
|
|
|
|
7,431
|
|
7,387
|
|
7,499
|
|
7,287
|
|
7,234
|
|
|
Non-real estate depreciation and amortization on China JV
|
|
|
|
102
|
|
107
|
|
132
|
|
143
|
|
156
|
|
|
Recurring maintenance capital expenditures (g) |
|
|
|
(5,487
|
)
|
(12,652
|
)
|
(13,377
|
)
|
(11,563
|
)
|
(6,383
|
)
|
|
Adjusted FFO applicable to common shareholders
|
|
|
|
$
|
44,316
|
|
$
|
49,334
|
|
$
|
41,417
|
|
$
|
39,805
|
|
$
|
39,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net (Loss) Earnings to NAREIT FFO, Core FFO, and
AFFO (continued)
|
|
(In thousands except per share amounts - unaudited)
|
|
|
|
|
Three Months Ended
|
|
|
|
|
Q1 19
|
Q4 18
|
Q3 18
|
Q2 18
|
Q1 18
|
|
|
|
|
|
|
|
|
|
|
NAREIT Funds from operations
|
|
|
|
$
|
31,018
|
|
$
|
26,394
|
|
$
|
46,670
|
|
$
|
43,775
|
|
$
|
13,805
|
|
NAREIT Funds from operations attributable to common shareholders
|
|
|
|
31,018
|
|
26,394
|
|
46,670
|
|
43,775
|
|
11,988
|
|
Core FFO applicable to common shareholders
|
|
|
|
39,941
|
|
53,192
|
|
43,917
|
|
43,118
|
|
34,766
|
|
Adjusted FFO applicable to common shareholders
|
|
|
|
$
|
44,316
|
|
$
|
49,334
|
|
$
|
41,417
|
|
$
|
39,805
|
|
$
|
39,877
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of weighted average and
fully diluted shares:
|
|
|
|
|
|
|
|
|
|
Weighted average basic shares for net income calculation
|
|
|
|
149,404
|
|
148,592
|
|
144,948
|
|
143,499
|
|
124,433
|
|
Dilutive stock options, unvested restricted stock units, equity
forward contract
|
|
|
|
3,041
|
|
2,932
|
|
2,678
|
|
2,975
|
|
2,668
|
|
Weighted average dilutive shares
|
|
|
|
152,445
|
|
151,524
|
|
147,626
|
|
146,474
|
|
127,101
|
|
Common shares equivalents (h) |
|
|
|
13
|
|
482
|
|
3,931
|
|
1,032
|
|
20,032
|
|
Fully diluted common shares outstanding(h) |
|
|
|
152,458
|
|
152,006
|
|
151,557
|
|
147,506
|
|
147,133
|
|
|
|
|
|
|
|
|
|
|
NAREIT FFO - basic per share
|
|
|
|
$
|
0.21
|
|
$
|
0.18
|
|
$
|
0.32
|
|
$
|
0.31
|
|
$
|
0.10
|
|
NAREIT FFO - diluted per share
|
|
|
|
0.20
|
|
0.17
|
|
0.32
|
|
0.30
|
|
0.09
|
|
NAREIT FFO - fully diluted per share(i) |
|
|
|
0.20
|
|
0.17
|
|
0.31
|
|
0.30
|
|
0.08
|
|
|
|
|
|
|
|
|
.
|
|
Core FFO - basic per share
|
|
|
|
0.27
|
|
0.36
|
|
0.30
|
|
0.30
|
|
0.28
|
|
Core FFO - diluted per share
|
|
|
|
0.26
|
|
0.35
|
|
0.30
|
|
0.29
|
|
0.27
|
|
Core FFO - fully diluted per share(i) |
|
|
|
0.26
|
|
0.35
|
|
0.29
|
|
0.29
|
|
0.24
|
|
|
|
|
|
|
|
|
|
|
Adjusted FFO - basic per share
|
|
|
|
0.30
|
|
0.33
|
|
0.29
|
|
0.28
|
|
0.32
|
|
Adjusted FFO - diluted per share
|
|
|
|
0.29
|
|
0.33
|
|
0.28
|
|
0.27
|
|
0.31
|
|
Adjusted FFO - fully diluted per share(i) |
|
|
|
$
|
0.29
|
|
$
|
0.32
|
|
$
|
0.27
|
|
$
|
0.27
|
|
$
|
0.27
|
|
(a)
|
|
Represents one-time costs and professional fees associated with
secondary offerings on behalf of selling shareholders during the
first quarter of 2019, and non-offering related expenses in
connection with our IPO and follow-on offerings in 2018.
|
|
(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 costs associated with M&A activity including: advisory,
legal, accounting, valuation and other professional or consulting
fees. Integration costs include pre- and post-acquisition costs of
work performed to facilitate integration into the Company’s AOS,
information systems and processes. The majority of integration costs
consist of professional service fees.
|
|
(d)
|
|
Represents certain contractual and negotiated severance and
separation costs from exited former executives, reduction in
workforce costs associated with exiting or selling non-strategic
warehouses, and accelerated expense for stock awards that vest in
advance of the original vesting date due to executive termination
and trustee resignation.
|
|
(e)
|
|
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. Repair and
maintenance expenses associated with our ordinary course operations
are reflected as operating expenses on our statement of operations.
|
|
(f)
|
|
Represents costs associated with material litigation charges
including professional service fees and settlement amounts.
|
|
(g)
|
|
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.
|
|
(h)
|
|
Fully diluted common share equivalents outstanding at each
respective quarterly period end.
|
|
(i)
|
|
Assumes i) all post-IPO common 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 common shares were outstanding for the entire quarter.
|
|
|
|
|
|
|
Reconciliation of Net (Loss) Earnings to EBITDA, NAREIT EBITDAre,
and Core EBITDA
|
|
(In thousands - unaudited)
|
|
|
|
|
Three Months Ended
|
|
Trailing Twelve Months Ended
|
|
|
|
|
Q1 19
|
Q4 18
|
Q3 18
|
Q2 18
|
Q1 18
|
|
Q1 19
|
|
Net (loss) income
|
|
|
|
$
|
(4,629
|
)
|
$
|
2,678
|
|
$
|
24,540
|
|
$
|
29,406
|
|
$
|
(8,639
|
)
|
|
$
|
51,995
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization
|
|
|
|
30,096
|
|
29,792
|
|
29,402
|
|
29,051
|
|
29,408
|
|
|
118,341
|
|
|
Interest expense
|
|
|
|
21,576
|
|
23,054
|
|
22,834
|
|
22,929
|
|
24,495
|
|
|
90,393
|
|
|
Income tax expense (benefit)
|
|
|
|
488
|
|
(853
|
)
|
(2,551
|
)
|
(126
|
)
|
(89
|
)
|
|
(3,042
|
)
|
|
EBITDA
|
|
|
|
$
|
47,531
|
|
$
|
54,671
|
|
$
|
74,225
|
|
$
|
81,260
|
|
$
|
45,175
|
|
|
$
|
257,687
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
Loss (gain) on disposal of depreciated property
|
|
|
|
—
|
|
913
|
|
—
|
|
(8,384
|
)
|
—
|
|
|
(7,471
|
)
|
|
Adjustment to reflect share of EBITDAre of partially owned entities(i) |
|
|
|
615
|
|
250
|
|
265
|
|
592
|
|
557
|
|
|
1,722
|
|
|
NAREIT EBITDAre
|
|
|
|
$
|
48,146
|
|
$
|
55,834
|
|
$
|
74,490
|
|
$
|
73,468
|
|
$
|
45,732
|
|
|
$
|
251,938
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
Severance and reduction in workforce costs (a) |
|
|
|
4,294
|
|
(73
|
)
|
73
|
|
—
|
|
11
|
|
|
4,294
|
|
|
Terminated site operations cost (b) |
|
|
|
338
|
|
(1,870
|
)
|
—
|
|
66
|
|
—
|
|
|
(1,466
|
)
|
|
Non-offering related equity issuance expenses (c) |
|
|
|
1,511
|
|
(34
|
)
|
605
|
|
—
|
|
1,242
|
|
|
2,082
|
|
|
Non-recurring public company implementation costs (d) |
|
|
|
—
|
|
544
|
|
496
|
|
162
|
|
—
|
|
|
1,202
|
|
|
Acquisition, diligence, and integration costs (e) |
|
|
|
1,441
|
|
599
|
|
21
|
|
48
|
|
3
|
|
|
2,109
|
|
|
Litigation and other related settlement costs (f) |
|
|
|
910
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
910
|
|
|
(Income) loss from investments in partially owned entities
|
|
|
|
(122
|
)
|
745
|
|
437
|
|
(252
|
)
|
139
|
|
|
808
|
|
|
Impairment of inventory and long-lived assets
|
|
|
|
12,555
|
|
—
|
|
—
|
|
747
|
|
—
|
|
|
13,302
|
|
|
(Gain) loss on foreign currency exchange
|
|
|
|
(60
|
)
|
43
|
|
(734
|
)
|
(1,511
|
)
|
(680
|
)
|
|
(2,262
|
)
|
|
Stock-based compensation expense
|
|
|
|
2,639
|
|
2,429
|
|
2,070
|
|
1,666
|
|
4,518
|
|
|
8,804
|
|
|
Loss on debt extinguishment, modifications and termination of
derivative instruments
|
|
|
|
—
|
|
26,174
|
|
—
|
|
—
|
|
21,385
|
|
|
26,174
|
|
|
Loss (gain) on real estate and other asset disposals
|
|
|
|
20
|
|
534
|
|
(379
|
)
|
(170
|
)
|
(137
|
)
|
|
5
|
|
|
Reduction in EBITDAre from partially owned entities
|
|
|
|
(615
|
)
|
(250
|
)
|
(265
|
)
|
(592
|
)
|
(557
|
)
|
|
(1,722
|
)
|
|
Core EBITDA
|
|
|
|
$
|
71,057
|
|
$
|
84,675
|
|
$
|
76,814
|
|
$
|
73,632
|
|
$
|
71,656
|
|
|
$
|
306,178
|
|
|
(a)
|
|
Represents certain contractual and negotiated severance and
separation costs from exited former executives, reduction in
workforce costs associated with exiting or selling non-strategic
warehouses, and accelerated expense for stock awards that vest in
advance of the original vesting date due to executive termination
and trustee resignation.
|
|
(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. Repair and
maintenance expenses associated with our ordinary course operations
are reflected as operating expenses on our statement of operations.
|
|
(c)
|
|
Represents one-time costs and professional fees associated with
secondary offering on behalf of selling shareholders during the
first quarter of 2019, and non-offering related expenses in
connection with the IPO and follow-on offerings in 2018.
|
|
(d)
|
|
Represents one-time costs associated with the implementation of
financial reporting systems and processes needed to convert the
organization to a public company.
|
|
(e)
|
|
Represents costs associated with M&A activity including: advisory,
legal, accounting, valuation and other professional or consulting
fees. Integration costs include pre- and post-acquisition costs of
work performed to facilitate integration into the Company’s AOS,
information systems and processes. The majority of integration costs
consist of professional service fees.
|
|
(f)
|
|
Represents costs associated with material litigation charges
including professional service fees and settlement amounts.
|
|
|
|
|
|
|
Revenue and Contribution by Segment
|
|
(In Thousands - unaudited)
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
2019
|
|
2018
|
|
Segment revenues:
|
|
|
|
|
|
|
|
Warehouse
|
|
|
|
$
|
289,615
|
|
|
$
|
286,517
|
|
|
Third-Party Managed
|
|
|
|
64,136
|
|
|
63,876
|
|
|
Transportation
|
|
|
|
37,096
|
|
|
38,345
|
|
|
Other
|
|
|
|
2,232
|
|
|
2,403
|
|
|
Total revenues
|
|
|
|
393,079
|
|
|
391,141
|
|
|
|
|
|
|
|
|
|
Segment contribution:
|
|
|
|
|
|
|
|
Warehouse
|
|
|
|
90,819
|
|
|
89,570
|
|
|
Third-Party Managed
|
|
|
|
3,259
|
|
|
3,777
|
|
|
Transportation
|
|
|
|
4,356
|
|
|
3,594
|
|
|
Other
|
|
|
|
244
|
|
|
346
|
|
|
Total segment contribution
|
|
|
|
98,678
|
|
|
97,287
|
|
|
|
|
|
|
|
|
|
Reconciling items:
|
|
|
|
|
|
|
|
Depreciation, depletion, and amortization
|
|
|
|
(30,096
|
)
|
|
(29,408
|
)
|
|
Selling, general and administrative
|
|
|
|
(31,117
|
)
|
|
(28,106
|
)
|
|
Acquisition, litigation, and other
|
|
|
|
(8,493
|
)
|
|
(3,841
|
)
|
|
Impairment of long-lived assets
|
|
|
|
(12,555
|
)
|
|
—
|
|
|
Income (loss) from investments in partially owned entities
|
|
|
|
122
|
|
|
(139
|
)
|
|
Interest expense
|
|
|
|
(21,576
|
)
|
|
(24,495
|
)
|
|
Interest income
|
|
|
|
1,003
|
|
|
623
|
|
|
Loss on debt extinguishment and modification
|
|
|
|
—
|
|
|
(21,385
|
)
|
|
Foreign currency exchange gain
|
|
|
|
60
|
|
|
680
|
|
|
Other (expense) income, net
|
|
|
|
(167
|
)
|
|
56
|
|
|
Loss before income tax (expense) benefit
|
|
|
|
$
|
(4,141
|
)
|
|
$
|
(8,728
|
)
|
|
|
|
|
|
|
|
|
|
|
|
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 equity issuance expenses, non-recurring public
company implementation costs, acquisition, diligence and integration
related costs, stock compensation - IPO grants, severance, reduction in
workforce costs and equity acceleration, terminated site operations
costs, litigation and other related settlement costs, loss on debt
extinguishment and modifications, foreign currency exchange gain or
loss, excise tax settlement, and Alternative Minimum Tax receivable from
the Tax Cuts and Jobs Act benefit. 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 annual and quarterly reports. FFO, Core FFO
and Adjusted FFO should be considered as supplements, but not
alternatives, to our net income or cash flows from operating activities
as indicators of our operating performance. Moreover, other REITs may
not calculate FFO in accordance with the NAREIT definition or may
interpret the NAREIT definition differently than we do. Accordingly, our
FFO may not be comparable to FFO as calculated by other REITs. In
addition, there is no industry definition of Core FFO or Adjusted FFO
and, as a result, other REITs may also calculate Core FFO or Adjusted
FFO, or other similarly-captioned metrics, in a manner different than we
do. The table above reconciles FFO, Core FFO and Adjusted FFO to net
income, which is the most directly comparable financial measure
calculated in accordance with U.S. GAAP.
We calculate EBITDA for Real Estate, or EBITDAre, in accordance with the
standards established by the Board of Governors of NAREIT, defined as,
earnings before interest expense, taxes, depreciation, depletion and
amortization, gains or losses on disposition of depreciated property,
including gains or losses on change of control, impairment write-downs
of depreciated property and of investments in unconsolidated affiliates
caused by a decrease in value of depreciated property in the affiliate,
and adjustment to reflect share of EBITDAre of unconsolidated
affiliates. EBITDAre is a measure commonly used in our industry, and we
present EBITDAre to enhance investor understanding of our operating
performance. We believe that EBITDAre provides investors and analysts
with a measure of operating results unaffected by differences in capital
structures, capital investment cycles and useful life of related assets
among otherwise comparable companies.
We also calculate our Core EBITDA as EBITDAre further adjusted for
impairment charges on intangible and long-lived assets, loss or gain on
disposal of depreciated property, severance, reduction in workforce
costs and equity acceleration, terminated site operations costs,
non-offering related equity issuance expenses, non-recurring public
company implementation costs, acquisition, diligence, and integration
costs, litigation and other related settlement costs, strategic
alternative costs, loss on debt extinguishment, modification and
termination of derivative instruments, stock-based compensation expense,
foreign currency exchange gain or loss, multiemployer pension
obligation, 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:
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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.
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We use Core EBITDA and EBITDAre as measures of our operating
performance and not as measures of liquidity. The table above
reconciles EBITDA, EBITDAre 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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All quarterly amounts and non-GAAP disclosures within this filing
shall be deemed unaudited.
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Americold Realty Trust
Investor Relations
Telephone:
678-459-1959
Email: investor.relations@americold.com
Source: Americold Realty Trust