þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 30, 2019
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to ,
|
Maryland (Americold Realty Trust)
|
|
93-0295215
|
Delaware (Americold Realty Operating Partnership, L.P.)
|
|
01-0958815
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification Number)
|
|
|
|
10 Glenlake Parkway, Suite 600, South Tower
|
|
|
Atlanta, Georgia
|
|
30328
|
(Address of principal executive offices)
|
|
(Zip Code)
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Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
Common Shares of Beneficial Interest, $0.01 par value per share
|
|
COLD
|
|
New York Stock Exchange (NYSE)
|
Class
|
|
Outstanding at August 6, 2019
|
Common Stock, $0.01 par value per share
|
|
191,659,250
|
–
|
enhancing investors’ understanding of our Company and our operating partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
|
–
|
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both our Company and our operating partnership; and
|
–
|
creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
|
•
|
condensed consolidated financial statements;
|
•
|
the following notes to the condensed consolidated financial statements:
|
◦
|
Debt of the Company and Debt of the Operating Partnership;
|
◦
|
Partners' Capital; and
|
•
|
Liquidity and Capital Resources in Management's Discussion and Analysis of Financial Condition and Results of Operations.
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TABLE OF CONTENTS
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|
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Page
|
PART I - FINANCIAL INFORMATION
|
|
Item 1. Financial Statements
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|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 4. Controls and Procedures
|
|
|
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PART II - OTHER INFORMATION
|
|
Item 1. Legal Proceedings
|
|
Item 1A. Risk Factors
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Item 3. Defaults Upon Senior Securities
|
|
Item 4. Mine Safety Disclosures
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Item 5. Other Information
|
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Item 6. Exhibits
|
|
|
|
SIGNATURES
|
|
|
|
•
|
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;
|
•
|
our failure to realize the intended benefits from our recent acquisitions including synergies, or disruptions to our plans and operations or unknown or contingent liabilities related to our recent acquisitions;
|
•
|
our failure to 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;
|
•
|
difficulties in identifying properties to be acquired and completing acquisitions;
|
•
|
acquisition risks, including the failure of such acquisitions to perform in accordance with projections;
|
•
|
risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames 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 potential dilutive effect of our common share offerings;
|
•
|
the impact of anti-takeover provisions in our constituent documents and under Maryland law, which could make an acquisition of us more difficult, limit attempts by our shareholders to replace our trustees and affect the price of our common shares of beneficial interest, $0.01 par value per share, or our common shares; and
|
•
|
risks related to our forward sale agreement entered into with Bank of America, N.A. in September 2018, or the 2018 forward sale agreement, and our forward sale agreement entered into with Bank of America, N.A. in April 2019, or the 2019 forward sale agreement, including substantial dilution to our earnings per share or substantial cash payment obligations.
|
Americold Realty Trust and Subsidiaries
|
|||||||||||||||
Condensed Consolidated Statements of Operations (Unaudited)
|
|||||||||||||||
(In thousands, except per share amounts)
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rent, storage, and warehouse services
|
$
|
338,231
|
|
|
$
|
287,712
|
|
|
$
|
627,846
|
|
|
$
|
574,229
|
|
Third-party managed services
|
61,515
|
|
|
65,755
|
|
|
125,651
|
|
|
129,632
|
|
||||
Transportation services
|
36,492
|
|
|
38,889
|
|
|
73,588
|
|
|
77,234
|
|
||||
Other
|
2,222
|
|
|
2,311
|
|
|
4,454
|
|
|
4,714
|
|
||||
Total revenues
|
438,460
|
|
|
394,667
|
|
|
831,539
|
|
|
785,809
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Rent, storage, and warehouse services cost of operations
|
224,414
|
|
|
196,877
|
|
|
423,210
|
|
|
393,824
|
|
||||
Third-party managed services cost of operations
|
58,711
|
|
|
61,896
|
|
|
119,588
|
|
|
121,995
|
|
||||
Transportation services cost of operations
|
32,286
|
|
|
35,303
|
|
|
65,026
|
|
|
70,054
|
|
||||
Cost of operations related to other revenues
|
1,930
|
|
|
2,391
|
|
|
3,918
|
|
|
4,448
|
|
||||
Depreciation, depletion and amortization
|
40,437
|
|
|
29,051
|
|
|
70,533
|
|
|
58,459
|
|
||||
Selling, general and administrative
|
32,669
|
|
|
27,750
|
|
|
63,786
|
|
|
55,857
|
|
||||
Acquisition, litigation, and other
|
17,964
|
|
|
(268
|
)
|
|
26,457
|
|
|
3,574
|
|
||||
Loss (gain) from sale of real estate
|
34
|
|
|
(8,384
|
)
|
|
34
|
|
|
(8,384
|
)
|
||||
Impairment of long-lived assets
|
930
|
|
|
747
|
|
|
13,485
|
|
|
747
|
|
||||
Total operating expenses
|
409,375
|
|
|
345,363
|
|
|
786,037
|
|
|
700,574
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
29,085
|
|
|
49,304
|
|
|
45,502
|
|
|
85,235
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
(Loss) income from investments in partially owned entities
|
(68
|
)
|
|
252
|
|
|
54
|
|
|
112
|
|
||||
Interest expense
|
(24,098
|
)
|
|
(22,929
|
)
|
|
(45,674
|
)
|
|
(47,424
|
)
|
||||
Bridge loan commitment fees
|
(2,665
|
)
|
|
—
|
|
|
(2,665
|
)
|
|
—
|
|
||||
Interest income
|
2,405
|
|
|
1,109
|
|
|
3,408
|
|
|
1,733
|
|
||||
Loss on debt extinguishment and modifications
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,385
|
)
|
||||
Foreign currency exchange (loss) gain, net
|
(83
|
)
|
|
1,511
|
|
|
(23
|
)
|
|
2,191
|
|
||||
Other (expense) income, net
|
(591
|
)
|
|
33
|
|
|
(758
|
)
|
|
89
|
|
||||
Income (loss) before income tax (expense) benefit
|
3,985
|
|
|
29,280
|
|
|
(156
|
)
|
|
20,551
|
|
||||
Income tax (expense) benefit:
|
|
|
|
|
|
|
|
||||||||
Current
|
(2,446
|
)
|
|
(1,323
|
)
|
|
(3,994
|
)
|
|
(2,390
|
)
|
||||
Deferred
|
3,352
|
|
|
1,449
|
|
|
4,412
|
|
|
2,605
|
|
||||
Total income tax benefit
|
906
|
|
|
126
|
|
|
418
|
|
|
215
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
4,891
|
|
|
$
|
29,406
|
|
|
$
|
262
|
|
|
$
|
20,766
|
|
Less distributions on preferred shares of beneficial interest - Series A
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Less distributions on preferred shares of beneficial interest - Series B
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,817
|
)
|
||||
Net income attributable to common shares of beneficial interest
|
$
|
4,891
|
|
|
$
|
29,406
|
|
|
$
|
262
|
|
|
$
|
18,948
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding – basic
|
182,325
|
|
|
143,499
|
|
|
165,869
|
|
|
133,965
|
|
||||
Weighted average common shares outstanding – diluted
|
186,117
|
|
|
146,474
|
|
|
169,305
|
|
|
136,737
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per common share of beneficial interest - basic
|
$
|
0.03
|
|
|
$
|
0.20
|
|
|
$
|
0.00
|
|
|
$
|
0.13
|
|
Net income per common share of beneficial interest - diluted
|
$
|
0.03
|
|
|
$
|
0.20
|
|
|
$
|
0.00
|
|
|
$
|
0.14
|
|
Americold Realty Trust and Subsidiaries
|
|||||||||||||||||
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)
|
|||||||||||||||||
(In thousands, except shares and per share amounts)
|
|||||||||||||||||
|
|
|
|
|
|
|
|||||||||||
|
Common Shares of
|
|
Accumulated Deficit and Distributions in Excess of Net Earnings
|
Accumulated Other Comprehensive Loss
|
|
||||||||||||
|
Beneficial Interest
|
|
|
||||||||||||||
|
Number of Shares
|
Par Value
|
Paid-in Capital
|
|
|||||||||||||
|
Total
|
||||||||||||||||
Balance - December 31, 2018
|
148,234,959
|
|
$
|
1,482
|
|
$
|
1,356,133
|
|
$
|
(638,345
|
)
|
$
|
(12,515
|
)
|
$
|
706,755
|
|
Net loss
|
—
|
|
—
|
|
—
|
|
(4,629
|
)
|
—
|
|
(4,629
|
)
|
|||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,832
|
)
|
(2,832
|
)
|
|||||
Distributions on common shares of beneficial interest
|
—
|
|
—
|
|
—
|
|
(30,235
|
)
|
—
|
|
(30,235
|
)
|
|||||
Share-based compensation expense (Stock Options and Restricted Stock Units)
|
—
|
|
—
|
|
2,625
|
|
—
|
|
—
|
|
2,625
|
|
|||||
Share-based compensation expense (modification and acceleration of equity awards)
|
—
|
|
—
|
|
3,044
|
|
—
|
|
—
|
|
3,044
|
|
|||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes
|
897,849
|
|
9
|
|
3,965
|
|
—
|
|
—
|
|
3,974
|
|
|||||
Other
|
—
|
|
—
|
|
—
|
|
(88
|
)
|
1,863
|
|
1,775
|
|
|||||
Balance - March 31, 2019
|
149,132,808
|
|
$
|
1,491
|
|
$
|
1,365,767
|
|
$
|
(673,297
|
)
|
$
|
(13,484
|
)
|
$
|
680,477
|
|
Net income
|
—
|
|
—
|
|
—
|
|
4,891
|
|
—
|
|
4,891
|
|
|||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,476
|
)
|
(4,476
|
)
|
|||||
Distributions on common shares of beneficial interest
|
—
|
|
—
|
|
—
|
|
(38,764
|
)
|
—
|
|
(38,764
|
)
|
|||||
Share-based compensation expense (Stock Options and Restricted Stock Units)
|
—
|
|
—
|
|
3,171
|
|
—
|
|
—
|
|
3,171
|
|
|||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes
|
439,152
|
|
4
|
|
2,323
|
|
—
|
|
—
|
|
2,327
|
|
|||||
Issuance of common shares
|
42,062,500
|
|
421
|
|
1,206,627
|
|
—
|
|
—
|
|
1,207,048
|
|
|||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
983
|
|
983
|
|
|||||
Balance - June 30, 2019
|
191,634,460
|
|
$
|
1,916
|
|
$
|
2,577,888
|
|
$
|
(707,170
|
)
|
$
|
(16,977
|
)
|
$
|
1,855,657
|
|
Americold Realty Trust and Subsidiaries
|
||||||||||||||||||||||
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited)
|
||||||||||||||||||||||
(In thousands, except shares)
|
||||||||||||||||||||||
|
Preferred Shares of
|
|
|
|
|
|
|
|||||||||||||||
|
Beneficial Interest
|
Common Shares of
|
|
Accumulated Deficit and Distributions in Excess of Net Earnings
|
Accumulated Other Comprehensive Loss
|
|
||||||||||||||||
|
Series A
|
Beneficial Interest
|
|
|
||||||||||||||||||
|
Number of Shares
|
Par Value
|
Number of Shares
|
Par Value
|
Paid-in Capital
|
|
||||||||||||||||
|
Total
|
|||||||||||||||||||||
Balance - December 31, 2017
|
125
|
|
$
|
—
|
|
69,370,609
|
|
$
|
694
|
|
$
|
394,082
|
|
$
|
(581,470
|
)
|
$
|
(230
|
)
|
$
|
(186,924
|
)
|
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8,640
|
)
|
—
|
|
(8,640
|
)
|
||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(938
|
)
|
(938
|
)
|
||||||
Redemption and distributions on preferred shares of beneficial interest – Series A
|
(125
|
)
|
—
|
|
—
|
|
—
|
|
(133
|
)
|
(1
|
)
|
—
|
|
(134
|
)
|
||||||
Distributions on preferred shares of beneficial interest – Series B
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,817
|
)
|
—
|
|
(1,817
|
)
|
||||||
Distributions on common shares
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(21,436
|
)
|
—
|
|
(21,436
|
)
|
||||||
Share-based compensation expense (Stock Options and Restricted Stock Units)
|
—
|
|
—
|
|
—
|
|
—
|
|
1,839
|
|
—
|
|
—
|
|
1,839
|
|
||||||
Share-based compensation expense (modification of Restricted Stock Units)
|
—
|
|
—
|
|
—
|
|
—
|
|
2,600
|
|
—
|
|
—
|
|
2,600
|
|
||||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes
|
—
|
|
—
|
|
125,763
|
|
1
|
|
(260
|
)
|
—
|
|
—
|
|
(259
|
)
|
||||||
Warrants exercise
|
—
|
|
—
|
|
6,426,818
|
|
64
|
|
(64
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Issuance of common shares
|
—
|
|
—
|
|
33,350,000
|
|
334
|
|
484,571
|
|
—
|
|
—
|
|
484,905
|
|
||||||
Conversion of mezzanine Series B Preferred shares
|
—
|
|
—
|
|
33,240,258
|
|
332
|
|
372,459
|
|
—
|
|
—
|
|
372,791
|
|
||||||
Balance - March 31, 2018
|
—
|
|
$
|
—
|
|
142,513,448
|
|
$
|
1,425
|
|
$1,255,094
|
$
|
(613,364
|
)
|
$
|
(1,168
|
)
|
$
|
641,987
|
|
||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
29,406
|
|
—
|
|
29,406
|
|
||||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,021
|
)
|
(4,021
|
)
|
||||||
Distributions on common shares
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(27,250
|
)
|
—
|
|
(27,250
|
)
|
||||||
Share-based compensation expense (Stock Options and Restricted Stock Units)
|
—
|
|
—
|
|
—
|
|
—
|
|
2,256
|
|
—
|
|
—
|
|
2,256
|
|
||||||
Share-based compensation expense (modification of Restricted Stock Units)
|
—
|
|
—
|
|
—
|
|
—
|
|
(559
|
)
|
—
|
|
—
|
|
(559
|
)
|
||||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes
|
—
|
|
—
|
|
945,604
|
|
10
|
|
988
|
|
—
|
|
—
|
|
998
|
|
||||||
Balance - June 30, 2018
|
—
|
|
$
|
—
|
|
143,459,052
|
|
$
|
1,435
|
|
$
|
1,257,779
|
|
$
|
(611,208
|
)
|
$
|
(5,189
|
)
|
$
|
642,817
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Distributions declared per common share of beneficial interest
|
$
|
0.2126
|
|
|
$
|
0.1891
|
|
|
$
|
0.4160
|
|
|
$
|
0.3620
|
|
Americold Realty Trust and Subsidiaries
|
|||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)
|
|||||||
(In thousands)
|
|||||||
|
Six Months Ended June 30,
|
||||||
Supplemental disclosures of cash flows information:
|
2019
|
|
2018
|
||||
Acquisition of fixed assets under financing lease obligations
|
$
|
20,215
|
|
|
$
|
5,564
|
|
Acquisition of fixed assets under operating lease obligations
|
$
|
8,117
|
|
|
$
|
—
|
|
Interest paid – net of amounts capitalized
|
$
|
26,188
|
|
|
$
|
43,954
|
|
Income taxes paid – net of refunds
|
$
|
2,975
|
|
|
$
|
4,545
|
|
Acquisition of property, plant, and equipment on accrual
|
$
|
20,886
|
|
|
$
|
15,118
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the ending cash, cash equivalents and restricted cash balances above:
|
As of June 30,
|
||||||
2019
|
|
2018
|
|||||
Cash and cash equivalents
|
$
|
320,805
|
|
|
$
|
153,200
|
|
Restricted cash
|
6,441
|
|
|
37,575
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
327,246
|
|
|
$
|
190,775
|
|
|
|
|
|
|
|
||
|
As of June 30,
|
||||||
Allocation of purchase price of property, plant and equipment to:
|
2019
|
|
2018
|
||||
Investments in land, building and improvements
|
$
|
31,561
|
|
|
$
|
—
|
|
Machinery and equipment
|
3,410
|
|
|
—
|
|
||
Assembled workforce
|
351
|
|
|
—
|
|
||
Other assets
|
601
|
|
|
—
|
|
||
Cash paid for acquisition of property, plant and equipment
|
$
|
35,923
|
|
|
$
|
—
|
|
|
|
|
|
||||
|
|
|
|
||||
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
Allocation of purchase price to business combinations:
|
|
|
|
|
|
||
Land
|
$
|
63,463
|
|
|
$
|
—
|
|
Building and improvements
|
724,756
|
|
|
—
|
|
||
Machinery and equipment
|
170,339
|
|
|
—
|
|
||
Assets under construction
|
20,968
|
|
|
—
|
|
||
Operating lease right-of-use assets
|
1,254
|
|
|
—
|
|
||
Cash and cash equivalents
|
4,977
|
|
|
—
|
|
||
Accounts receivable
|
22,761
|
|
|
—
|
|
||
Goodwill
|
113,806
|
|
|
—
|
|
||
Acquired identifiable intangibles:
|
|
|
|
||||
Customer relationships
|
250,989
|
|
|
—
|
|
||
Trade names and trademarks
|
1,623
|
|
|
—
|
|
||
Other assets
|
18,802
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
(32,444
|
)
|
|
—
|
|
||
Notes payable
|
(17,179
|
)
|
|
—
|
|
||
Operating lease obligations
|
(1,254
|
)
|
|
—
|
|
||
Unearned revenue
|
(3,536
|
)
|
|
—
|
|
||
Pension and postretirement benefits
|
(2,020
|
)
|
|
—
|
|
||
Deferred tax liability
|
(9,063
|
)
|
|
—
|
|
||
Total consideration
|
$
|
1,328,242
|
|
|
$
|
—
|
|
Americold Realty Operating Partnership, L.P. and Subsidiaries
|
||||||||||||||||
Condensed Consolidated Statements of Partners' Capital (Unaudited)
|
||||||||||||||||
(In thousands, except units and per unit amounts)
|
||||||||||||||||
|
Limited Partners' Units
|
Limited Partners' Capital
|
General Partners' Units
|
General Partners' Capital
|
Accumulated Other Comprehensive Loss
|
Total Capital
|
||||||||||
Balance - December 31, 2018
|
1,482,350
|
|
$
|
7,192
|
|
146,752,609
|
|
$
|
712,078
|
|
$
|
(12,515
|
)
|
$
|
706,755
|
|
Net loss
|
—
|
|
(46
|
)
|
—
|
|
(4,583
|
)
|
—
|
|
(4,629
|
)
|
||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,832
|
)
|
(2,832
|
)
|
||||
Distributions to parent
|
—
|
|
(302
|
)
|
—
|
|
(29,933
|
)
|
—
|
|
(30,235
|
)
|
||||
Share-based compensation expense
|
—
|
|
57
|
|
—
|
|
5,612
|
|
—
|
|
5,669
|
|
||||
Contributions to partners' capital
|
8,978
|
|
40
|
|
888,871
|
|
3,934
|
|
—
|
|
3,974
|
|
||||
Other
|
—
|
|
(1
|
)
|
—
|
|
(87
|
)
|
1,863
|
|
1,775
|
|
||||
Balance - March 31, 2019
|
1,491,328
|
|
$
|
6,940
|
|
147,641,480
|
|
$
|
687,021
|
|
$
|
(13,484
|
)
|
$
|
680,477
|
|
Net income
|
—
|
|
49
|
|
—
|
|
4,842
|
|
—
|
|
4,891
|
|
||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
|
|
(4,476
|
)
|
(4,476
|
)
|
||||
Distributions to parent
|
—
|
|
(388
|
)
|
—
|
|
(38,376
|
)
|
—
|
|
(38,764
|
)
|
||||
Share-based compensation expense
|
—
|
|
32
|
|
—
|
|
3,139
|
|
—
|
|
3,171
|
|
||||
Contributions to partners' capital
|
425,017
|
|
12,094
|
|
42,076,635
|
|
1,197,281
|
|
—
|
|
1,209,375
|
|
||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
983
|
|
983
|
|
||||
Balance - June 30, 2019
|
1,916,345
|
|
$
|
18,727
|
|
189,718,115
|
|
$
|
1,853,907
|
|
$
|
(16,977
|
)
|
$
|
1,855,657
|
|
|
Limited Partners' Units
|
Limited Partners' Capital
|
General Partners' Units
|
General Partners' Capital
|
Accumulated Other Comprehensive Loss
|
Total Capital
|
||||||||||
Balance - December 31, 2017
|
693,706
|
|
$
|
1,860
|
|
68,676,903
|
|
$
|
184,240
|
|
$
|
(230
|
)
|
$
|
185,870
|
|
Net loss
|
—
|
|
(86
|
)
|
—
|
|
(8,554
|
)
|
—
|
|
(8,640
|
)
|
||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(938
|
)
|
(938
|
)
|
||||
Distributions to parent
|
—
|
|
(234
|
)
|
—
|
|
(23,155
|
)
|
—
|
|
(23,389
|
)
|
||||
Share-based compensation expense
|
—
|
|
42
|
|
—
|
|
4,137
|
|
—
|
|
4,179
|
|
||||
Contributions to partners' capital
|
731,428
|
|
4,849
|
|
72,411,411
|
|
480,056
|
|
—
|
|
484,905
|
|
||||
Balance - March 31, 2018
|
1,425,134
|
|
$
|
6,431
|
|
141,088,314
|
|
$
|
636,724
|
|
$
|
(1,168
|
)
|
$
|
641,987
|
|
Net income
|
—
|
|
294
|
|
—
|
|
29,112
|
|
—
|
|
29,406
|
|
||||
Other comprehensive loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,021
|
)
|
(4,021
|
)
|
||||
Distributions to parent
|
—
|
|
(272
|
)
|
—
|
|
(26,978
|
)
|
—
|
|
(27,250
|
)
|
||||
Share-based compensation expense
|
—
|
|
17
|
|
—
|
|
1,680
|
|
—
|
|
1,697
|
|
||||
Contributions to partners' capital
|
9,456
|
|
10
|
|
936,148
|
|
988
|
|
—
|
|
998
|
|
||||
Balance - June 30, 2018
|
1,434,590
|
|
$
|
6,480
|
|
142,024,462
|
|
$
|
641,526
|
|
$
|
(5,189
|
)
|
$
|
642,817
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|||||||||||
|
2019
|
|
2018
|
|
2019
|
2018
|
||||||||
Distributions declared per unit
|
$
|
0.2133
|
|
|
$
|
0.1899
|
|
|
$
|
0.4176
|
|
$
|
0.3226
|
|
Americold Realty Operating Partnership, L.P. and Subsidiaries
|
|||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued)
|
|||||||
(In thousands)
|
|||||||
|
Six Months Ended June 30,
|
||||||
Supplemental disclosures of cash flows information:
|
2019
|
|
2018
|
||||
Acquisition of fixed assets under financing lease obligations
|
$
|
20,215
|
|
|
$
|
5,564
|
|
Acquisition of fixed assets under operating lease obligations
|
$
|
8,117
|
|
|
$
|
—
|
|
Interest paid – net of amounts capitalized
|
$
|
26,188
|
|
|
$
|
43,954
|
|
Income taxes paid – net of refunds
|
$
|
2,975
|
|
|
$
|
4,545
|
|
Acquisition of property, plant, and equipment on accrual
|
$
|
20,886
|
|
|
$
|
15,118
|
|
|
|
|
|
||||
Reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the ending cash, cash equivalents and restricted cash balances above:
|
As of June 30,
|
||||||
2019
|
|
2018
|
|||||
Cash and cash equivalents
|
$
|
320,805
|
|
|
$
|
153,200
|
|
Restricted cash
|
6,441
|
|
|
37,575
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
327,246
|
|
|
$
|
190,775
|
|
|
|
|
|
||||
|
As of June 30,
|
||||||
Allocation of purchase price of property, plant and equipment to:
|
2019
|
|
2018
|
||||
Investments in land, building and improvements
|
$
|
31,561
|
|
|
$
|
—
|
|
Machinery and equipment
|
3,410
|
|
|
—
|
|
||
Assembled workforce
|
351
|
|
|
—
|
|
||
Other assets
|
601
|
|
|
—
|
|
||
Cash paid for acquisition of property, plant and equipment
|
$
|
35,923
|
|
|
$
|
—
|
|
|
|
|
|
||||
|
As of June 30,
|
||||||
|
2019
|
|
2018
|
||||
Allocation of purchase price to business combinations:
|
|
|
|
||||
Land
|
$
|
63,463
|
|
|
$
|
—
|
|
Building and improvements
|
724,756
|
|
|
—
|
|
||
Machinery and equipment
|
170,339
|
|
|
—
|
|
||
Assets under construction
|
20,968
|
|
|
—
|
|
||
Operating lease right-of-use assets
|
1,254
|
|
|
—
|
|
||
Cash and cash equivalents
|
4,977
|
|
|
—
|
|
||
Accounts receivable
|
22,761
|
|
|
—
|
|
||
Goodwill
|
113,806
|
|
|
—
|
|
||
Acquired identifiable intangibles:
|
|
|
|
||||
Customer relationships
|
250,989
|
|
|
—
|
|
||
Trade names and trademarks
|
1,623
|
|
|
—
|
|
||
Other assets
|
18,802
|
|
|
—
|
|
||
Accounts payable and accrued expenses
|
(32,444
|
)
|
|
—
|
|
||
Notes payable
|
(17,179
|
)
|
|
—
|
|
||
Operating lease obligations
|
(1,254
|
)
|
|
—
|
|
||
Unearned revenue
|
(3,536
|
)
|
|
—
|
|
||
Pension and postretirement benefits
|
(2,020
|
)
|
|
—
|
|
||
Deferred tax liability
|
(9,063
|
)
|
|
—
|
|
||
Total consideration
|
$
|
1,328,242
|
|
|
$
|
—
|
|
|
|
Preliminary Purchase Price Allocation
|
||
Assets
|
|
|
||
Land
|
|
$
|
59,363
|
|
Building and improvements
|
|
687,821
|
|
|
Machinery and equipment
|
|
144,825
|
|
|
Assets under construction
|
|
20,968
|
|
|
Operating lease right-of-use assets
|
|
1,254
|
|
|
Cash and cash equivalents
|
|
4,332
|
|
|
Accounts receivable
|
|
21,358
|
|
|
Goodwill
|
|
107,643
|
|
|
Acquired identifiable intangibles:
|
|
|
||
Customer relationships
|
|
241,738
|
|
|
Trade names and trademarks
|
|
1,623
|
|
|
Other assets
|
|
18,720
|
|
|
Total assets
|
|
1,309,645
|
|
|
Liabilities
|
|
|
||
Accounts payable and accrued expenses
|
|
30,905
|
|
|
Notes payable
|
|
17,179
|
|
|
Operating lease obligations
|
|
1,254
|
|
|
Unearned revenue
|
|
3,536
|
|
|
Pension and postretirement benefits
|
|
2,020
|
|
|
Deferred tax liability
|
|
9,063
|
|
|
Total liabilities
|
|
63,957
|
|
|
Total consideration for Cloverleaf acquisition
|
|
$
|
1,245,688
|
|
|
|
Preliminary Purchase Price Allocation
|
||
Assets
|
|
|
||
Land
|
|
$
|
4,100
|
|
Building and improvements
|
|
36,935
|
|
|
Machinery and equipment
|
|
25,514
|
|
|
Cash and cash equivalents
|
|
645
|
|
|
Accounts receivable
|
|
1,403
|
|
|
Goodwill
|
|
6,163
|
|
|
Acquired identifiable intangibles:
|
|
|
||
Customer relationships
|
|
9,251
|
|
|
Other assets
|
|
82
|
|
|
Total assets
|
|
84,093
|
|
|
Liabilities
|
|
|
||
Accounts payable and accrued expenses
|
|
1,539
|
|
|
Total liabilities
|
|
1,539
|
|
|
Total consideration for Lanier acquisition
|
|
$
|
82,554
|
|
|
Pro forma (unaudited)
|
||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total revenue
|
$
|
463,743
|
|
|
$
|
449,755
|
|
|
$
|
907,099
|
|
|
$
|
895,148
|
|
Net income (loss) available to common shareholders
(1)
|
$
|
22,908
|
|
|
$
|
27,049
|
|
|
$
|
8,151
|
|
|
$
|
(19,330
|
)
|
Net income (loss) per share, diluted
(2)
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
$
|
0.04
|
|
|
$
|
(0.11
|
)
|
|
Pro forma (unaudited)
|
||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Total revenue
|
$
|
463,743
|
|
|
$
|
449,755
|
|
|
$
|
907,099
|
|
|
$
|
895,148
|
|
Net income (loss) available to common unitholders
(1)
|
$
|
22,908
|
|
|
$
|
27,049
|
|
|
$
|
8,151
|
|
|
$
|
(19,330
|
)
|
Net income (loss) per unit, diluted
(2)
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
$
|
0.04
|
|
|
$
|
(0.11
|
)
|
|
Three Months Ended June 30, 2019
|
||||||||||
Condensed consolidated results of operations
|
CMAL
|
|
CMAH
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Revenues
|
$
|
9,433
|
|
|
$
|
3,554
|
|
|
$
|
12,987
|
|
Operating (loss) income
|
(363
|
)
|
|
608
|
|
|
245
|
|
|||
Net (loss) income
|
(477
|
)
|
|
307
|
|
|
(170
|
)
|
|||
Company’s (loss) income from investments in partially owned entities
|
$
|
(226
|
)
|
|
$
|
158
|
|
|
$
|
(68
|
)
|
|
Three Months Ended June 30, 2018
|
||||||||||
Condensed consolidated results of operations
|
CMAL
|
|
CMAH
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Revenues
|
$
|
9,584
|
|
|
$
|
3,341
|
|
|
$
|
12,925
|
|
Operating (loss) income
|
(198
|
)
|
|
748
|
|
|
550
|
|
|||
Net (loss) income
|
(263
|
)
|
|
1,061
|
|
|
798
|
|
|||
Company’s (loss) income from investments in partially owned entities
|
$
|
(165
|
)
|
|
$
|
417
|
|
|
$
|
252
|
|
|
Six Months Ended June 30, 2019
|
||||||||||
Condensed consolidated results of operations
|
CMAL
|
|
CMAH
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Revenues
|
$
|
18,659
|
|
|
$
|
7,082
|
|
|
$
|
25,741
|
|
Operating (loss) income
|
(236
|
)
|
|
1,302
|
|
|
1,066
|
|
|||
Net (loss) income
|
(294
|
)
|
|
633
|
|
|
339
|
|
|||
Company’s (loss) income from investments in partially owned entities
|
$
|
(200
|
)
|
|
$
|
254
|
|
|
$
|
54
|
|
|
Six Months Ended June 30, 2018
|
||||||||||
Condensed consolidated results of operations
|
CMAL
|
|
CMAH
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Revenues
|
$
|
19,325
|
|
|
$
|
6,208
|
|
|
$
|
25,533
|
|
Operating (loss) income
|
(175
|
)
|
|
832
|
|
|
657
|
|
|||
Net (loss) income
|
(265
|
)
|
|
1,132
|
|
|
867
|
|
|||
Company’s loss from investments in partially owned entities
|
$
|
(286
|
)
|
|
$
|
398
|
|
|
$
|
112
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Acquisition, litigation, and other
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Acquisition related costs
|
$
|
15,014
|
|
|
$
|
51
|
|
|
$
|
16,455
|
|
|
$
|
51
|
|
Litigation
|
467
|
|
|
—
|
|
|
1,377
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other:
|
|
|
|
|
|
|
|
||||||||
Severance, equity award modifications and acceleration
|
2,641
|
|
|
(547
|
)
|
|
6,934
|
|
|
2,053
|
|
||||
Non-offering related equity issuance expenses
|
(164
|
)
|
|
—
|
|
|
1,347
|
|
|
1,242
|
|
||||
Non-recurring public company implementation costs
|
—
|
|
|
162
|
|
|
—
|
|
|
162
|
|
||||
Terminated site operations costs
|
6
|
|
|
66
|
|
|
344
|
|
|
66
|
|
||||
Total other
|
2,483
|
|
|
(319
|
)
|
|
8,625
|
|
|
3,523
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total acquisition, litigation, and other
|
$
|
17,964
|
|
|
$
|
(268
|
)
|
|
$
|
26,457
|
|
|
$
|
3,574
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
Indebtedness
|
Stated Maturity Date
|
Contractual Interest Rate
|
Effective Interest Rate as of June 30, 2019
|
Carrying Amount
|
Estimated Fair Value
|
|
Carrying Amount
|
Estimated Fair Value
|
||||||||
2013 Mortgage Loans
|
|
|
|
|
|
|
||||||||||
Senior note
|
5/2023
|
3.81%
|
4.14%
|
$
|
184,722
|
|
$
|
187,492
|
|
|
$
|
187,957
|
|
$
|
184,667
|
|
Mezzanine A
|
5/2023
|
7.38%
|
7.55%
|
70,000
|
|
70,350
|
|
|
70,000
|
|
67,900
|
|
||||
Mezzanine B
|
5/2023
|
11.50%
|
11.75%
|
32,000
|
|
32,320
|
|
|
32,000
|
|
31,120
|
|
||||
Total 2013 Mortgage Loans
|
|
|
|
286,722
|
|
290,162
|
|
|
289,957
|
|
283,687
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
||||||||
Series A 4.68% notes due 2026
|
1/2026
|
4.68%
|
4.77%
|
200,000
|
|
215,000
|
|
|
200,000
|
|
202,500
|
|
||||
Series B 4.86% notes due 2029
|
1/2029
|
4.86%
|
4.92%
|
400,000
|
|
433,000
|
|
|
400,000
|
|
407,000
|
|
||||
Series C 4.10% notes due 2030
|
1/2030
|
4.10%
|
4.16%
|
350,000
|
|
361,375
|
|
|
—
|
|
—
|
|
||||
Total Senior Unsecured Notes
|
|
|
|
950,000
|
|
1,009,375
|
|
|
600,000
|
|
609,500
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2018 Senior Unsecured Term Loan A Facility
(1)
|
1/2023
|
L+1.45%
|
4.30%
|
475,000
|
|
476,188
|
|
|
475,000
|
|
472,625
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Installment Notes Payable
|
|
|
|
|
|
|
|
|
||||||||
New Market Tax Credit
|
|
|
|
|
|
|
|
|
||||||||
Enterprise SUB-CDE XII, LLC
|
4/2045
|
1.00%
|
4.65%
|
4,100
|
|
4,100
|
|
|
—
|
|
—
|
|
||||
Enterprise SUB-CDE XIX, LLC
|
4/2045
|
1.73%
|
4.63%
|
3,400
|
|
3,400
|
|
|
—
|
|
—
|
|
||||
CIF III, LLC
|
4/2045
|
1.53%
|
4.66%
|
4,000
|
|
4,000
|
|
|
—
|
|
—
|
|
||||
CNMC SUB-CDE 61, LLC
|
4/2045
|
1.00%
|
4.88%
|
1,800
|
|
1,800
|
|
|
—
|
|
—
|
|
||||
Installment notes payable
|
|
|
|
13,300
|
|
13,300
|
|
|
—
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total principal amount of indebtedness
|
$
|
1,725,022
|
|
$
|
1,789,025
|
|
|
$
|
1,364,957
|
|
$
|
1,365,812
|
|
|||
Less: deferred financing costs
|
|
|
|
(14,499
|
)
|
n/a
|
|
|
(13,943
|
)
|
n/a
|
|
||||
Total indebtedness, net of unamortized
deferred financing costs
|
$
|
1,710,523
|
|
$
|
1,789,025
|
|
|
$
|
1,351,014
|
|
$
|
1,365,812
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
2018 Senior Unsecured Revolving Credit Facility
(1)
|
1/2021
|
L+1.45%
|
0.36%
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
•
|
a maximum leverage ratio of less than or equal to
60%
of our total asset value;
|
•
|
a minimum borrowing base coverage ratio of greater than or equal to
1.00
to
1.00
;
|
•
|
a minimum pro forma fixed charge coverage ratio of greater than or equal to
1.40
to
1.00
, which increased to
1.50
to
1.00
in the first quarter of 2018;
|
•
|
a minimum borrowing base debt service coverage ratio of greater than or equal to
2.00
to
1.00
;
|
•
|
a minimum tangible net worth requirement of greater than or equal to
$900 million
plus
70%
of any future net equity proceeds following the completion of the IPO transactions; and
|
•
|
a maximum recourse secured debt ratio of less than or equal to
20%
of our total asset value.
|
•
|
a maximum leverage ratio of less than or equal to
60%
of our total asset value;
|
•
|
a maximum unsecured indebtedness to qualified assets ratio of less than
0.60
to 1.00;
|
•
|
a minimum fixed charge coverage ratio of greater than or equal to
1.50
to 1.00;
|
•
|
a minimum unsecured debt service ratio of greater than or equal to
2.00
to 1.00; and
|
•
|
a maximum total secured indebtedness ratio of less than
0.40
to 1.00.
|
As of June 30, 2019:
|
(In thousands)
|
||
June 30, 2020
|
$
|
6,620
|
|
June 30, 2021
|
6,900
|
|
|
June 30, 2022
|
7,102
|
|
|
June 30, 2023
|
741,029
|
|
|
June 30, 2024
|
—
|
|
|
Thereafter
|
963,371
|
|
|
Aggregate principal amount of debt
|
1,725,022
|
|
|
Less unamortized deferred financing costs
|
(14,499
|
)
|
|
Total debt net of unamortized deferred financing costs
|
$
|
1,710,523
|
|
|
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative
|
|
Location of Gain or (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
||||||||||||
|
|
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
|
Three Months Ended June 30,
|
|||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|||||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|||||||||||
Interest rate contracts
|
$
|
(2,230
|
)
|
|
$
|
(104
|
)
|
|
Interest expense
|
|
$
|
(2
|
)
|
|
$
|
308
|
|
Foreign exchange contracts
|
2,229
|
|
|
$
|
—
|
|
|
Foreign currency exchange (loss) gain, net
|
|
(1,760
|
)
|
|
—
|
|
|||
Total designated cash flow hedges
|
$
|
(1
|
)
|
|
$
|
(104
|
)
|
|
|
|
$
|
(1,762
|
)
|
|
$
|
308
|
|
|
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative
|
|
Location of Gain or (Loss) Reclassified from AOCI into Income
|
|
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
|
||||||||||||
|
|
|
|||||||||||||||
|
Six Months Ended June 30,
|
|
|
Six Months Ended June 30,
|
|||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|||||||||
Derivatives in cash flow hedging relationships
|
|
|
|
|
|
|
|||||||||||
Interest rate contracts
|
$
|
(3,638
|
)
|
|
$
|
(434
|
)
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
674
|
|
Foreign exchange contracts
|
(347
|
)
|
|
$
|
—
|
|
|
Foreign currency exchange gain, net
|
|
(492
|
)
|
|
—
|
|
|||
Total designated cash flow hedges
|
$
|
(3,985
|
)
|
|
$
|
(434
|
)
|
|
|
|
$
|
(492
|
)
|
|
$
|
674
|
|
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
|
(In thousands)
|
||||||
Components of lease expense:
|
|
|
|
||||
Operating lease cost
(a)
|
$
|
7,855
|
|
|
$
|
15,930
|
|
Financing lease cost:
|
|
|
|
|
|||
Depreciation
|
3,009
|
|
|
5,265
|
|
||
Interest on lease liabilities
|
763
|
|
|
1,413
|
|
||
Sublease income
(b)
|
(134
|
)
|
|
(256
|
)
|
||
Net lease expense
|
$
|
11,493
|
|
|
$
|
22,352
|
|
|
Six Months Ended June 30, 2019
|
||
|
(In thousands)
|
||
|
|
||
Supplemental Cash Flow Information
|
|
||
Cash paid for amounts included in the measurement of lease liabilities
|
|
||
Operating cash flows from operating leases
|
$
|
(13,423
|
)
|
Operating cash flows from finance leases
|
(1,413
|
)
|
|
Financing cash flows from finance leases
|
(5,838
|
)
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
|
|
Operating leases
|
$
|
8,117
|
|
Finance leases
|
20,215
|
|
|
Weighted-average remaining lease term (years)
|
|
|
|
Operating leases
|
6.4
|
|
|
Finance leases
|
4.8
|
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
4.1
|
%
|
|
Finance leases
|
5.7
|
%
|
Years ending December 31,
|
Operating Lease Payments
|
Finance Lease Payments
|
Total Lease Payments
|
||||||
|
(In thousands)
|
||||||||
2019 (excluding 6 months ended June 30, 2019)
|
$
|
11,185
|
|
$
|
8,293
|
|
$
|
19,478
|
|
2020
|
19,219
|
|
16,000
|
|
35,219
|
|
|||
2021
|
13,351
|
|
14,723
|
|
28,074
|
|
|||
2022
|
8,218
|
|
9,518
|
|
17,736
|
|
|||
2023
|
7,982
|
|
6,485
|
|
14,467
|
|
|||
Thereafter
|
19,706
|
|
9,183
|
|
28,889
|
|
|||
Total future minimum lease payments
|
79,661
|
|
64,202
|
|
143,863
|
|
|||
Less: Interest
|
(11,040
|
)
|
(8,859
|
)
|
(19,899
|
)
|
|||
Total future minimum lease payments less interest
|
$
|
68,621
|
|
$
|
55,343
|
|
$
|
123,964
|
|
|
|
|
|
||||||
Reported as of June 30, 2019
|
|
|
|
||||||
Accounts payable and accrued expenses
|
$
|
193
|
|
$
|
51
|
|
$
|
244
|
|
Operating lease obligations
|
68,428
|
|
—
|
|
68,428
|
|
|||
Finance lease obligations
|
—
|
|
55,292
|
|
55,292
|
|
|||
Total lease obligations
|
$
|
68,621
|
|
$
|
55,343
|
|
$
|
123,964
|
|
|
|
|
|
Fair Value
|
||||||
|
|
Fair Value Hierarchy
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
(In thousands)
|
||||||
Measured at fair value on a recurring basis:
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
|
Level 1
|
|
$
|
320,805
|
|
|
$
|
208,078
|
|
Restricted cash
|
|
Level 1
|
|
6,441
|
|
|
6,019
|
|
||
Interest rate swap liability
|
|
Level 2
|
|
3,638
|
|
|
—
|
|
||
Cross-currency swap asset
|
|
Level 2
|
|
1,937
|
|
|
2,283
|
|
||
Disclosed at fair value:
|
|
|
|
|
|
|
||||
Mortgage notes, senior unsecured notes, term loan and notes payable
(1)
|
|
Level 3
|
|
$
|
1,789,025
|
|
|
$
|
1,365,812
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||
Month Declared/Paid
|
Dividend Per Share
|
Distributions Declared
|
|
Distributions Paid
|
|
|
||||||||||||||
|
|
Common Shares
|
|
Series B Preferred Shares
|
|
Common Shares
|
|
Series B Preferred Shares
|
|
|
||||||||||
(In thousands, except per share amounts)
|
||||||||||||||||||||
December (2018)/January
|
$
|
0.1875
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,218
|
|
|
$
|
—
|
|
|
|
December
(a)
|
|
|
|
|
|
(127
|
)
|
|
—
|
|
Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
|
|||||||||
December (2018)/January
|
|
|
|
|
|
7
|
|
|
—
|
|
Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
|
|||||||||
March/April
|
0.2000
|
|
30,235
|
|
|
—
|
|
|
30,235
|
|
|
—
|
|
|
|
|||||
March
(b)
|
|
|
|
|
|
(142
|
)
|
|
—
|
|
Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
|
|||||||||
March/April
|
|
|
|
|
|
15
|
|
|
—
|
|
Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
|
|||||||||
June/July
|
0.2000
|
|
38,764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
$
|
68,999
|
|
|
$
|
—
|
|
|
$
|
58,206
|
|
|
$
|
—
|
|
|
|
(a)
|
Declared in December 2018 and included in the
$28.2 million
declared, see description to the right regarding timing of payment.
|
(b)
|
Declared in March and included in the
$30.2 million
declared, see description to the right regarding timing of payment.
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
Month Declared/Paid
|
Dividend Per Share
|
Distributions Declared
|
|
Distributions Paid
|
|
|
||||||||||||||
|
|
Common Shares
|
|
Series B Preferred Shares
|
|
Common Shares
|
|
Series B Preferred Shares
|
|
|
||||||||||
(In thousands, except per share amounts)
|
||||||||||||||||||||
January
(a)
|
$
|
0.0186
|
|
$
|
1,291
|
|
|
$
|
619
|
|
|
$
|
1,291
|
|
|
$
|
619
|
|
|
|
March/April
|
0.1396
|
|
20,145
|
|
|
—
|
|
|
20,145
|
|
|
|
|
|
||||||
March
(c)
|
|
|
|
|
|
(79
|
)
|
|
—
|
|
Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
|
|||||||||
March/April
|
|
|
|
|
|
20
|
|
|
—
|
|
Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
|
|||||||||
June/July
|
0.1875
|
|
27,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
$
|
48,686
|
|
|
|
|
$
|
21,377
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Series B Preferred Shares - Fixed Dividend
|
|
|
|
|
|
|
|
|
||||||||||||
January
(b)
|
|
|
|
1,198
|
|
|
|
|
1,198
|
|
|
|
||||||||
Total distributions paid to holders of Series B Preferred Shares
|
|
$
|
1,817
|
|
|
|
|
$
|
1,817
|
|
|
|
(a)
|
Stub period dividend paid to shareholders of record prior to the IPO.
|
(b)
|
Last participating and fixed dividend paid to holders of Series B Preferred Shares in connection with the conversion to common shares on the IPO date.
|
(c)
|
Declared in March and included in the
$20.1 million
declared, see description to the right regarding timing of payment.
|
(a)
|
Stub period distribution paid to Parent immediately prior to the IPO.
|
(b)
|
Distribution equivalents declared in March and included in the
$20.1 million
, accrued on unvested restricted stock units to be paid when the awards vest.
|
Three Months Ended June 30,
|
Grantee Type
|
# of
Restricted Stock Units Granted |
Vesting
Period |
Grant Date
Fair Value (in thousands) |
||
2019
|
Employee group
|
35,042
|
1-3 years
|
$
|
1,163
|
|
2018
|
Employee group
|
58,625
|
1-4 years
|
$
|
1,004
|
|
Six Months Ended June 30,
|
Grantee Type
|
# of
Restricted Stock Units Granted |
Vesting
Period |
Grant Date
Fair Value (in thousands) |
||
2019
|
Trustee group
|
12,285
|
1 year
|
$
|
375
|
|
2019
|
Employee group
|
490,546
|
1-3 years
|
$
|
16,332
|
|
2018
|
Trustee group
|
373,438
|
1-3 years
|
$
|
5,975
|
|
2018
|
Employee group
|
955,751
|
1-4 years
|
$
|
14,071
|
|
Six Months Ended June 30, 2019
|
|||||||||||||||
Restricted Stock
|
Number of Time-Based Restricted Stock Units
|
Aggregate Intrinsic Value (in millions)
|
Number of Performance-Based Restricted Stock Units
|
Aggregate Intrinsic Value (in millions)
|
Number of Market Performance-Based Restricted Stock Units
|
Aggregate Intrinsic Value (in millions)
|
|||||||||
Non-vested as of December 31, 2018
|
1,028,256
|
|
$
|
26.3
|
|
71,428
|
|
$
|
1.8
|
|
587,500
|
|
$
|
15.0
|
|
Granted
|
259,663
|
|
|
—
|
|
|
243,168
|
|
|
||||||
Vested
(1)
|
(375,400
|
)
|
|
(14,286
|
)
|
|
—
|
|
|
||||||
Forfeited
|
(137,846
|
)
|
|
—
|
|
|
(41,031
|
)
|
|
||||||
Non-vested as of June 30, 2019
|
774,673
|
|
$
|
25.1
|
|
57,142
|
|
$
|
1.9
|
|
789,637
|
|
$
|
25.6
|
|
(1)
|
For certain vested restricted stock units, common shares shall not be issued until the first to occur of: (1) termination of service; (2) change in control; (3) death; or (4) disability, as defined in the 2010 Plan. Of these vested restricted stock units,
568,753
belong to a member of the Board of Trustees who has resigned and common shares shall not be issued until the first to occur: (1) change in control; or (2) April 13, 2022. Holders of these certain vested restricted stock units are entitled to receive dividends, but are not entitled to vote the shares until common shares are issued. The amount of vested restricted stock units was
627,890
as of June 30, 2019 and had a related aggregate intrinsic value of
$20.4
million at
$32.42
per unit.
|
Performance Level Thresholds
|
RMS Relative
Market Performance |
Market Performance
Vesting Percentage |
High Level
|
above 75
th
percentile
|
200%
|
Target Level
|
55
th
percentile
|
100%
|
Threshold Level
|
33
th
percentile
|
50%
|
Below Threshold Level
|
below 30
th
percentile
|
0%
|
Award Date
|
Expected Stock Price Volatility
|
Risk-Free Interest Rate
|
Dividend Yield
|
2/26/2018
|
30%
|
2.35%
|
4.70%
|
4/2/2018
|
30%
|
2.34%
|
4.04%
|
7/1/2018
|
30%
|
2.58%
|
3.41%
|
10/1/2018
|
25%
|
2.85%
|
3.01%
|
3/8/2019
|
22%
|
2.43%
|
2.70%
|
3/15/2019
|
22%
|
2.40%
|
2.62%
|
4/22/2019
|
22%
|
2.40%
|
2.62%
|
5/30/2019
|
22%
|
2.40%
|
2.62%
|
Options
|
Shares
(In thousands) |
Weighted-Average Exercise Price
|
Weighted-Average Remaining Contractual Terms (Years)
|
|||
Outstanding as of December 31, 2018
|
2,355,787
|
|
$
|
9.81
|
|
5.4
|
Granted
|
—
|
|
—
|
|
|
|
Exercised
|
(1,092,789
|
)
|
9.81
|
|
|
|
Forfeited or expired
|
(179,000
|
)
|
9.81
|
|
|
|
Outstanding as of June 30, 2019
|
1,083,998
|
|
9.81
|
|
6.4
|
|
|
|
|
|
|||
Exercisable as of June 30, 2019
|
332,000
|
|
$
|
9.81
|
|
4.4
|
Outstanding as of December 31, 2017
|
5,477,617
|
|
$
|
9.72
|
|
6.0
|
Granted
|
—
|
|
—
|
|
|
|
Exercised
|
(1,735,000
|
)
|
9.65
|
|
|
|
Forfeited or expired
|
(91,000
|
)
|
9.81
|
|
|
|
Outstanding as of June 30, 2018
|
3,651,617
|
|
9.76
|
|
5.5
|
|
|
|
|
|
|||
Exercisable as of June 30, 2018
|
3,111,120
|
|
$
|
9.72
|
|
4.9
|
|
Three Months Ended June 30, 2019
|
||||||||||||||
|
Retirement Income Plan
|
National Service-Related Pension Plan
|
Other
Post-Retirement Benefits |
Superannuation
|
Total
|
||||||||||
Components of net periodic benefit cost:
|
(In thousands)
|
||||||||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
18
|
|
$
|
18
|
|
Interest cost
|
397
|
|
311
|
|
6
|
|
13
|
|
727
|
|
|||||
Expected return on plan assets
|
(440
|
)
|
(294
|
)
|
—
|
|
(19
|
)
|
(753
|
)
|
|||||
Amortization of net loss
|
377
|
|
141
|
|
(1
|
)
|
—
|
|
517
|
|
|||||
Amortization of prior service cost
|
—
|
|
—
|
|
—
|
|
9
|
|
9
|
|
|||||
Net pension benefit cost
|
$
|
334
|
|
$
|
158
|
|
$
|
5
|
|
$
|
21
|
|
$
|
518
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||
|
Retirement Income Plan
|
National Service-Related Pension Plan
|
Other
Post-Retirement Benefits |
Superannuation
|
Total
|
||||||||||
Components of net periodic benefit cost:
|
(In thousands)
|
||||||||||||||
Service cost
|
$
|
8
|
|
$
|
20
|
|
$
|
—
|
|
$
|
73
|
|
$
|
101
|
|
Interest cost
|
354
|
|
300
|
|
5
|
|
26
|
|
685
|
|
|||||
Expected return on plan assets
|
(512
|
)
|
(342
|
)
|
—
|
|
(44
|
)
|
(898
|
)
|
|||||
Amortization of net loss
|
312
|
|
179
|
|
—
|
|
—
|
|
491
|
|
|||||
Amortization of prior service cost
|
—
|
|
—
|
|
—
|
|
7
|
|
7
|
|
|||||
Net pension benefit cost
|
$
|
162
|
|
$
|
157
|
|
$
|
5
|
|
$
|
62
|
|
$
|
386
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||
|
Retirement Income Plan
|
National Service-Related Pension Plan
|
Other
Post-Retirement Benefits |
Superannuation
|
Total
|
||||||||||
Components of net periodic benefit cost:
|
(In thousands)
|
||||||||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
34
|
|
$
|
34
|
|
Interest cost
|
795
|
|
622
|
|
12
|
|
25
|
|
1,454
|
|
|||||
Expected return on plan assets
|
(880
|
)
|
(588
|
)
|
—
|
|
(37
|
)
|
(1,505
|
)
|
|||||
Amortization of net loss
|
754
|
|
282
|
|
(2
|
)
|
—
|
|
1,034
|
|
|||||
Amortization of prior service cost
|
—
|
|
—
|
|
—
|
|
17
|
|
17
|
|
|||||
Net pension benefit cost
|
$
|
669
|
|
$
|
316
|
|
$
|
10
|
|
$
|
39
|
|
$
|
1,034
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||
|
Retirement Income Plan
|
National Service-Related Pension Plan
|
Other
Post-Retirement Benefits |
Superannuation
|
Total
|
||||||||||
Components of net periodic benefit cost:
|
(In thousands)
|
||||||||||||||
Service cost
|
$
|
15
|
|
$
|
39
|
|
$
|
—
|
|
$
|
131
|
|
$
|
185
|
|
Interest cost
|
709
|
|
600
|
|
10
|
|
53
|
|
1,372
|
|
|||||
Expected return on plan assets
|
(1,024
|
)
|
(685
|
)
|
—
|
|
(89
|
)
|
(1,798
|
)
|
|||||
Amortization of net loss
|
623
|
|
357
|
|
—
|
|
—
|
|
980
|
|
|||||
Amortization of prior service cost
|
—
|
|
—
|
|
—
|
|
18
|
|
18
|
|
|||||
Net pension benefit cost
|
$
|
323
|
|
$
|
311
|
|
$
|
10
|
|
$
|
113
|
|
$
|
757
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period, net of tax
|
$
|
(7,503
|
)
|
|
$
|
(6,627
|
)
|
|
$
|
(8,027
|
)
|
|
$
|
(7,126
|
)
|
Gain arising during the period
|
518
|
|
|
491
|
|
|
1,034
|
|
|
979
|
|
||||
Less: Tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net gain arising during the period
|
518
|
|
|
491
|
|
|
1,034
|
|
|
979
|
|
||||
Amortization of prior service cost
(1)
|
9
|
|
|
7
|
|
|
17
|
|
|
18
|
|
||||
Less: Tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net amount reclassified from AOCI to net income
|
9
|
|
|
7
|
|
|
17
|
|
|
18
|
|
||||
Other comprehensive income, net of tax
|
527
|
|
|
498
|
|
|
1,051
|
|
|
997
|
|
||||
Balance at end of period, net of tax
|
(6,976
|
)
|
|
(6,129
|
)
|
|
(6,976
|
)
|
|
(6,129
|
)
|
||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period, net of tax
|
(2,101
|
)
|
|
6,845
|
|
|
(3,322
|
)
|
|
8,318
|
|
||||
Loss on foreign currency translation
|
(2,257
|
)
|
|
(4,723
|
)
|
|
(1,036
|
)
|
|
(6,196
|
)
|
||||
Less: Tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net loss on foreign currency translation
|
(2,257
|
)
|
|
(4,723
|
)
|
|
(1,036
|
)
|
|
(6,196
|
)
|
||||
Balance at end of period, net of tax
|
(4,358
|
)
|
|
2,122
|
|
|
(4,358
|
)
|
|
2,122
|
|
||||
Cash flow hedge derivatives:
|
|
|
|
|
|
|
|
||||||||
Balance at beginning of period, net of tax
|
(3,880
|
)
|
|
(1,386
|
)
|
|
(1,166
|
)
|
|
(1,422
|
)
|
||||
Unrealized loss on cash flow hedge derivatives
|
(1
|
)
|
|
(74
|
)
|
|
(3,985
|
)
|
|
(388
|
)
|
||||
Less: Tax expense
|
—
|
|
|
30
|
|
|
—
|
|
|
46
|
|
||||
Net loss on cash flow hedge derivatives
|
(1
|
)
|
|
(104
|
)
|
|
(3,985
|
)
|
|
(434
|
)
|
||||
Net amount reclassified from AOCI to net loss (interest expense)
|
(2
|
)
|
|
308
|
|
|
—
|
|
|
674
|
|
||||
Net reclassified from AOCI to net loss (foreign exchange gain (loss))
|
(1,760
|
)
|
|
—
|
|
|
(492
|
)
|
|
—
|
|
||||
Balance at end of period, net of tax
|
(5,643
|
)
|
|
(1,182
|
)
|
|
(5,643
|
)
|
|
(1,182
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Accumulated other comprehensive loss
|
$
|
(16,977
|
)
|
|
$
|
(5,189
|
)
|
|
$
|
(16,977
|
)
|
|
$
|
(5,189
|
)
|
(1)
|
Amounts reclassified from AOCI for pension liabilities are recorded in selling, general, and administrative expenses in the condensed consolidated statements of operations.
|
•
|
Warehouse.
Our primary source of revenues consists of rent and storage and warehouse services fees. Our rent and storage and warehouse services revenues are the key drivers of our financial performance. Rent and storage revenues consist of recurring, periodic charges related to the storage of frozen and perishable food and other products in our warehouses. We also provide these customers with a wide array of handling and other warehouse services, such as (1) receipt, handling and placement of products into our warehouses for storage and preservation, (2) retrieval of products from storage upon customer request, (3) blast freezing, which involves the rapid freezing of non-frozen products, including individual quick freezing for agricultural produce and seafood, (4) case-picking, which involves selecting product cases to build customized pallets, (5) kitting and repackaging, which involves assembling custom product packages for delivery to retailers and consumers, and labeling services, (6) order assembly and load consolidation, (7) exporting and importing support services, (8) container handling, (9) cross-docking, which involves transferring inbound products to outbound trucks utilizing our warehouse docks without storing them in our warehouses, and (10) government-approved temperature-controlled storage and inspection services. We may charge our customers in advance for storage and outbound handling fees. Cost of operations for our warehouse segment consists of power, other facilities costs, labor and other services costs.
|
•
|
Third-Party Managed.
We receive management and incentive fees, as well as reimbursement of substantially all expenses, for warehouses and logistics services that we manage on behalf of third-party owners/customers. Cost of operations for our third-party managed segment are reimbursed on a pass-through basis (typically within two weeks), with all reimbursements, plus an applicable mark-up, recognized as revenues under the relevant accounting guidance.
|
•
|
Transportation.
We charge transportation fees, including fuel surcharges, to our customers for whom we arrange the transportation of their products. Cost of operations for our transportation segment consist primarily of third-party carrier charges, which are impacted by factors affecting those carriers.
|
•
|
Other.
In addition to our primary business segments, we own a limestone quarry in Carthage, Missouri. Revenues are generated from the sale of limestone mined at our quarry. Cost of operations for our quarry consist primarily of labor, equipment, fuel and explosives.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Segment revenues:
|
|
|
|
|
|
|
|
||||||||
Warehouse
|
$
|
338,231
|
|
|
$
|
287,712
|
|
|
$
|
627,846
|
|
|
$
|
574,229
|
|
Third-party managed
|
61,515
|
|
|
65,755
|
|
|
125,651
|
|
|
129,632
|
|
||||
Transportation
|
36,492
|
|
|
38,889
|
|
|
73,588
|
|
|
77,234
|
|
||||
Other
|
2,222
|
|
|
2,311
|
|
|
4,454
|
|
|
4,714
|
|
||||
Total revenues
|
438,460
|
|
|
394,667
|
|
|
831,539
|
|
|
785,809
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Segment contribution:
|
|
|
|
|
|
|
|
||||||||
Warehouse
|
113,817
|
|
|
90,835
|
|
|
204,636
|
|
|
180,405
|
|
||||
Third-party managed
|
2,804
|
|
|
3,859
|
|
|
6,063
|
|
|
7,637
|
|
||||
Transportation
|
4,206
|
|
|
3,586
|
|
|
8,562
|
|
|
7,180
|
|
||||
Other
|
292
|
|
|
(80
|
)
|
|
536
|
|
|
266
|
|
||||
Total segment contribution
|
121,119
|
|
|
98,200
|
|
|
219,797
|
|
|
195,488
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Reconciling items:
|
|
|
|
|
|
|
|
||||||||
Depreciation, depletion, and amortization
|
(40,437
|
)
|
|
(29,051
|
)
|
|
(70,533
|
)
|
|
(58,459
|
)
|
||||
Selling, general and administrative expense
|
(32,669
|
)
|
|
(27,750
|
)
|
|
(63,786
|
)
|
|
(55,857
|
)
|
||||
(Loss) gain from sale of real estate
|
(34
|
)
|
|
8,384
|
|
|
(34
|
)
|
|
8,384
|
|
||||
Acquisition, litigation, and other
|
(17,964
|
)
|
|
268
|
|
|
(26,457
|
)
|
|
(3,574
|
)
|
||||
Impairment of long-lived assets
|
(930
|
)
|
|
(747
|
)
|
|
(13,485
|
)
|
|
(747
|
)
|
||||
(Loss) income from investments in partially owned entities
|
(68
|
)
|
|
252
|
|
|
54
|
|
|
112
|
|
||||
Interest expense
|
(24,098
|
)
|
|
(22,929
|
)
|
|
(45,674
|
)
|
|
(47,424
|
)
|
||||
Bridge loan commitment fees
|
(2,665
|
)
|
|
—
|
|
|
(2,665
|
)
|
|
—
|
|
||||
Interest income
|
2,405
|
|
|
1,109
|
|
|
3,408
|
|
|
1,733
|
|
||||
Loss on debt extinguishment and modification
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,385
|
)
|
||||
Foreign currency exchange (loss) gain
|
(83
|
)
|
|
1,511
|
|
|
(23
|
)
|
|
2,191
|
|
||||
Other (expense) income, net
|
(591
|
)
|
|
33
|
|
|
(758
|
)
|
|
89
|
|
||||
Income (loss) before income tax benefit
|
$
|
3,985
|
|
|
$
|
29,280
|
|
|
$
|
(156
|
)
|
|
$
|
20,551
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Assets:
|
|
|
|
||||
Warehouse
|
$
|
3,489,658
|
|
|
$
|
2,054,968
|
|
Managed
|
47,094
|
|
|
43,725
|
|
||
Transportation
|
72,505
|
|
|
35,479
|
|
||
Other
|
13,766
|
|
|
13,554
|
|
||
Total segments assets
|
3,623,023
|
|
|
2,147,726
|
|
||
|
|
|
|
||||
Reconciling items:
|
|
|
|
||||
Corporate assets
|
526,646
|
|
|
370,161
|
|
||
Investments in partially owned entities
|
12,788
|
|
|
14,541
|
|
||
Total reconciling items
|
539,434
|
|
|
384,702
|
|
||
Total assets
|
$
|
4,162,457
|
|
|
$
|
2,532,428
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Weighted average common shares outstanding – basic
|
182,325
|
|
|
143,499
|
|
|
165,869
|
|
|
133,965
|
|
Dilutive effect of share-based awards
|
1,606
|
|
|
2,975
|
|
|
1,778
|
|
|
2,772
|
|
Equity forward contract
|
2,186
|
|
|
—
|
|
|
1,658
|
|
|
—
|
|
Weighted average common shares outstanding – diluted
|
186,117
|
|
|
146,474
|
|
|
169,305
|
|
|
136,737
|
|
|
Three Months Ended June 30, 2019
|
|||||||||||||||||
|
United States
|
Australia
|
New Zealand
|
Argentina
|
Canada
|
Total
|
||||||||||||
|
(In thousands)
|
|||||||||||||||||
Warehouse rent and storage
|
$
|
121,811
|
|
$
|
9,236
|
|
$
|
4,068
|
|
$
|
1,156
|
|
$
|
—
|
|
$
|
136,271
|
|
Warehouse services
|
162,529
|
|
29,497
|
|
3,407
|
|
783
|
|
—
|
|
196,216
|
|
||||||
Third-party managed
|
53,518
|
|
3,348
|
|
—
|
|
—
|
|
4,649
|
|
61,515
|
|
||||||
Transportation
|
25,160
|
|
10,771
|
|
103
|
|
458
|
|
—
|
|
36,492
|
|
||||||
Other
|
2,207
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,207
|
|
||||||
Total revenues
(1)
|
365,225
|
|
52,852
|
|
7,578
|
|
2,397
|
|
4,649
|
|
432,701
|
|
||||||
Lease revenue
(2)
|
5,677
|
|
82
|
|
—
|
|
—
|
|
—
|
|
5,759
|
|
||||||
Total revenues from contracts with all customers
|
$
|
370,902
|
|
$
|
52,934
|
|
$
|
7,578
|
|
$
|
2,397
|
|
$
|
4,649
|
|
$
|
438,460
|
|
|
Three Months Ended June 30, 2018
|
|||||||||||||||||
|
United States
|
Australia
|
New Zealand
|
Argentina
|
Canada
|
Total
|
||||||||||||
|
(In thousands)
|
|||||||||||||||||
Warehouse rent and storage
|
$
|
104,977
|
|
$
|
9,605
|
|
$
|
3,955
|
|
$
|
1,435
|
|
$
|
—
|
|
$
|
119,972
|
|
Warehouse services
|
128,057
|
|
29,329
|
|
4,099
|
|
895
|
|
—
|
|
162,380
|
|
||||||
Third-party managed
|
57,606
|
|
3,373
|
|
—
|
|
—
|
|
4,726
|
|
65,705
|
|
||||||
Transportation
|
23,934
|
|
14,061
|
|
169
|
|
725
|
|
—
|
|
38,889
|
|
||||||
Other
|
2,305
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,305
|
|
||||||
Total revenues
(1)
|
316,879
|
|
56,368
|
|
8,223
|
|
3,055
|
|
4,726
|
|
389,251
|
|
||||||
Lease revenue
(2)
|
5,416
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,416
|
|
||||||
Total revenues from contracts with all customers
|
$
|
322,295
|
|
$
|
56,368
|
|
$
|
8,223
|
|
$
|
3,055
|
|
$
|
4,726
|
|
$
|
394,667
|
|
|
Six Months Ended June 30, 2019
|
|||||||||||||||||
|
United States
|
Australia
|
New Zealand
|
Argentina
|
Canada
|
Total
|
||||||||||||
|
(In thousands)
|
|||||||||||||||||
Warehouse rent and storage
|
$
|
228,635
|
|
$
|
18,604
|
|
$
|
8,049
|
|
$
|
2,292
|
|
$
|
—
|
|
$
|
257,580
|
|
Warehouse services
|
291,418
|
|
59,495
|
|
6,902
|
|
1,634
|
|
—
|
|
359,449
|
|
||||||
Third-party managed
|
110,532
|
|
6,208
|
|
—
|
|
—
|
|
8,893
|
|
125,633
|
|
||||||
Transportation
|
48,808
|
|
23,598
|
|
213
|
|
969
|
|
—
|
|
73,588
|
|
||||||
Other
|
4,433
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,433
|
|
||||||
Total revenues
(1)
|
683,826
|
|
107,905
|
|
15,164
|
|
4,895
|
|
8,893
|
|
820,683
|
|
||||||
Lease revenue
(2)
|
10,774
|
|
82
|
|
—
|
|
—
|
|
—
|
|
10,856
|
|
||||||
Total revenues from contracts with all customers
|
$
|
694,600
|
|
$
|
107,987
|
|
$
|
15,164
|
|
$
|
4,895
|
|
$
|
8,893
|
|
$
|
831,539
|
|
|
Six Months Ended June 30, 2018
|
|||||||||||||||||
|
United States
|
Australia
|
New Zealand
|
Argentina
|
Canada
|
Total
|
||||||||||||
|
(In thousands)
|
|||||||||||||||||
Warehouse rent and storage
|
$
|
209,337
|
|
$
|
19,945
|
|
$
|
7,827
|
|
$
|
2,989
|
|
$
|
—
|
|
$
|
240,098
|
|
Warehouse services
|
253,305
|
|
59,766
|
|
8,216
|
|
1,882
|
|
—
|
|
323,169
|
|
||||||
Third-party managed
|
113,622
|
|
6,622
|
|
—
|
|
—
|
|
9,288
|
|
129,532
|
|
||||||
Transportation
|
46,998
|
|
28,260
|
|
373
|
|
1,603
|
|
—
|
|
77,234
|
|
||||||
Other
|
4,703
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,703
|
|
||||||
Total revenues
(1)
|
627,965
|
|
114,593
|
|
16,416
|
|
6,474
|
|
9,288
|
|
774,736
|
|
||||||
Lease revenue
(2)
|
11,073
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11,073
|
|
||||||
Total revenues from contracts with all customers
|
$
|
639,038
|
|
$
|
114,593
|
|
$
|
16,416
|
|
$
|
6,474
|
|
$
|
9,288
|
|
$
|
785,809
|
|
(1)
|
Revenues are within the scope of ASC 606, Revenue From Contracts with Customers
.
Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards.
|
(2)
|
Revenues are within the scope of ASC 840, Leases and ASC 842, Leases.
|
•
|
Acquisition related costs include costs associated with transactions, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees. We also include integration costs pre- and post-acquisition that reflect work being performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to support future acquisitions, and primarily consist of professional services.
|
•
|
Litigation costs incurred in order to resolve material litigation charges.
|
•
|
Severance costs representing certain contractual and negotiated severance and separation costs from exited former executives, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies, and reduction in workforce costs associated with exiting or selling non-strategic warehouses.
|
•
|
Equity acceleration costs representing the unrecognized expense for stock awards that vest and convert to common shares in advance of the original negotiated vesting date and any other equity award changes resulting in accounting for the award as a modification.
|
•
|
Non-offering related equity issuance expenses whether incurred through our initial public offering, follow-on offerings or secondary offerings.
|
•
|
Non-recurring public company implementation costs associated with the implementation of financial reporting systems and processes needed to convert the organization to a public reporting company.
|
•
|
Terminated site operations costs represent expenses incurred to 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 condensed consolidated statement of operations.
|
|
|
Foreign exchange
rates as of
June 30, 2019
|
Average foreign exchange rates used to translate actual operating results for the three months ended June 30, 2019
|
Average foreign exchange rates used to translate actual operating results for the six months ended June 30, 2019
|
Foreign exchange
rates as of June 30, 2018 |
Prior period average foreign
exchange rate used to adjust actual operating results for the three months ended June 30, 2019 (1) |
Prior period average foreign
exchange rate used to adjust actual operating results for the six months
ended
June 30, 2019
(1)
|
||||||
Australian dollar
|
|
0.701
|
|
0.700
|
|
0.706
|
|
0.740
|
|
0.758
|
|
0.771
|
|
New Zealand dollar
|
|
0.671
|
|
0.662
|
|
0.672
|
|
0.677
|
|
0.703
|
|
0.714
|
|
Argentinian peso
|
|
0.024
|
|
0.023
|
|
0.024
|
|
0.034
|
|
0.044
|
|
0.046
|
|
Canadian dollar
|
|
0.765
|
|
0.748
|
|
0.750
|
|
0.761
|
|
0.772
|
|
0.779
|
|
(1)
|
Represents the relevant average foreign exchange rates in effect in the comparable prior period applied to the activity for the current period. The average foreign currency exchange rates we apply to our operating results are derived from third party reporting sources for the periods indicated.
|
Total Warehouses
|
178
|
Same Store Warehouses
(1)
|
138
|
Non-Same Store Warehouses
(2)
|
28
|
Third-Party Managed Warehouses
(3)
|
12
|
Total Warehouses
|
178
|
Same Store Warehouses
|
137
|
Non-Same Store Warehouses
(4)
|
29
|
Third-Party Managed Warehouses
(5)
|
12
|
|
Three Months Ended June 30,
|
|
Change
|
||||||||||||||
|
2019 actual
|
|
2019 constant currency
(1)
|
|
2018 actual
|
|
Actual
|
|
Constant currency
|
||||||||
|
(Dollars in thousands)
|
|
|
|
|
||||||||||||
Rent and storage
|
$
|
142,026
|
|
|
$
|
144,100
|
|
|
$
|
125,333
|
|
|
13.3
|
%
|
|
15.0
|
%
|
Warehouse services
|
196,205
|
|
|
199,506
|
|
|
162,379
|
|
|
20.8
|
%
|
|
22.9
|
%
|
|||
Total warehouse segment revenues
|
338,231
|
|
|
343,606
|
|
|
287,712
|
|
|
17.6
|
%
|
|
19.4
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Power
|
20,311
|
|
|
20,713
|
|
|
18,631
|
|
|
9.0
|
%
|
|
11.2
|
%
|
|||
Other facilities costs
(2)
|
27,627
|
|
|
28,148
|
|
|
26,131
|
|
|
5.7
|
%
|
|
7.7
|
%
|
|||
Labor
|
148,413
|
|
|
151,265
|
|
|
128,148
|
|
|
15.8
|
%
|
|
18.0
|
%
|
|||
Other services costs
(3)
|
28,063
|
|
|
28,439
|
|
|
23,967
|
|
|
17.1
|
%
|
|
18.7
|
%
|
|||
Total warehouse segment cost of operations
|
224,414
|
|
|
228,565
|
|
|
196,877
|
|
|
14.0
|
%
|
|
16.1
|
%
|
|||
Warehouse segment contribution (NOI)
|
$
|
113,817
|
|
|
$
|
115,041
|
|
|
$
|
90,835
|
|
|
25.3
|
%
|
|
26.6
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Warehouse rent and storage contribution (NOI)
(4)
|
$
|
94,088
|
|
|
$
|
95,239
|
|
|
$
|
80,571
|
|
|
16.8
|
%
|
|
18.2
|
%
|
Warehouse services contribution (NOI)
(5)
|
$
|
19,729
|
|
|
$
|
19,802
|
|
|
$
|
10,264
|
|
|
92.2
|
%
|
|
92.9
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total warehouse segment margin
|
33.7
|
%
|
|
33.5
|
%
|
|
31.6
|
%
|
|
208 bps
|
|
|
191 bps
|
|
|||
Rent and storage margin
(6)
|
66.2
|
%
|
|
66.1
|
%
|
|
64.3
|
%
|
|
196 bps
|
|
|
181 bps
|
|
|||
Warehouse services margin
(7)
|
10.1
|
%
|
|
9.9
|
%
|
|
6.3
|
%
|
|
373 bps
|
|
|
360 bps
|
|
(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.
|
(2)
|
Includes real estate rent expense of
$3.1 million and $3.8 million
, on an actual basis, for the
second quarter
of
2019
and
2018
, respectively.
|
(3)
|
Includes non-real estate rent expense (equipment lease and rentals) of
$2.5 million
and
$3.3 million
, on an actual basis, for the
second quarter
of
2019
and
2018
, respectively.
|
(4)
|
Calculated as rent and storage revenues less power and other facilities costs.
|
(5)
|
Calculated as warehouse services revenues less labor and other services costs.
|
(6)
|
Calculated as warehouse rent and storage contribution (NOI) divided by warehouse rent and storage revenues.
|
(7)
|
Calculated as warehouse services contribution (NOI) divided by warehouse services revenues.
|
|
Three Months Ended June 30,
|
|
Change
|
||||||||||||||
|
2019 actual
|
|
2019 constant currency(1)
|
|
2018 actual
|
|
Actual
|
|
Constant currency
|
||||||||
Number of same store sites
|
138
|
|
|
|
|
138
|
|
|
n/a
|
|
|
n/a
|
|
||||
Same store revenues:
|
(Dollars in thousands)
|
|
|
|
|
||||||||||||
Rent and storage
|
$
|
123,298
|
|
|
$
|
125,336
|
|
|
$
|
122,903
|
|
|
0.3
|
%
|
|
2.0
|
%
|
Warehouse services
|
164,209
|
|
|
167,510
|
|
|
160,287
|
|
|
2.4
|
%
|
|
4.5
|
%
|
|||
Total same store revenues
|
287,507
|
|
|
292,846
|
|
|
283,190
|
|
|
1.5
|
%
|
|
3.4
|
%
|
|||
Same store cost of operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Power
|
17,036
|
|
|
17,438
|
|
|
18,102
|
|
|
(5.9
|
)%
|
|
(3.7
|
)%
|
|||
Other facilities costs
|
24,377
|
|
|
24,898
|
|
|
24,806
|
|
|
(1.7
|
)%
|
|
0.4
|
%
|
|||
Labor
|
128,321
|
|
|
131,173
|
|
|
126,387
|
|
|
1.5
|
%
|
|
3.8
|
%
|
|||
Other services costs
|
22,904
|
|
|
23,280
|
|
|
23,487
|
|
|
(2.5
|
)%
|
|
(0.9
|
)%
|
|||
Total same store cost of operations
|
$
|
192,638
|
|
|
$
|
196,789
|
|
|
$
|
192,782
|
|
|
(0.1
|
)%
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same store contribution (NOI)
|
$
|
94,869
|
|
|
$
|
96,057
|
|
|
$
|
90,408
|
|
|
4.9
|
%
|
|
6.2
|
%
|
Same store rent and storage contribution (NOI)
(2)
|
$
|
81,885
|
|
|
$
|
83,000
|
|
|
$
|
79,995
|
|
|
2.4
|
%
|
|
3.8
|
%
|
Same store services contribution (NOI)
(3)
|
$
|
12,984
|
|
|
$
|
13,057
|
|
|
$
|
10,413
|
|
|
24.7
|
%
|
|
25.4
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total same store margin
|
33.0
|
%
|
|
32.8
|
%
|
|
31.9
|
%
|
|
107 bps
|
|
|
88 bps
|
|
|||
Same store rent and storage margin
(4)
|
66.4
|
%
|
|
66.2
|
%
|
|
65.1
|
%
|
|
132 bps
|
|
|
113 bps
|
|
|||
Same store services margin
(5)
|
7.9
|
%
|
|
7.8
|
%
|
|
6.5
|
%
|
|
141 bps
|
|
|
130 bps
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Number of non-same store sites
|
28
|
|
|
|
|
6
|
|
|
n/a
|
|
|
n/a
|
|
||||
Non-same store revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Rent and storage
|
$
|
18,728
|
|
|
$
|
18,764
|
|
|
$
|
2,430
|
|
|
670.7
|
%
|
|
672.2
|
%
|
Warehouse services
|
31,996
|
|
|
31,996
|
|
|
2,092
|
|
|
1,429.4
|
%
|
|
1,429.4
|
%
|
|||
Total non-same store revenues
|
50,724
|
|
|
50,760
|
|
|
4,522
|
|
|
1,021.7
|
%
|
|
1,022.5
|
%
|
|||
Non-same store cost of operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Power
|
3,275
|
|
|
3,275
|
|
|
529
|
|
|
519.1
|
%
|
|
519.1
|
%
|
|||
Other facilities costs
|
3,250
|
|
|
3,250
|
|
|
1,325
|
|
|
145.3
|
%
|
|
145.3
|
%
|
|||
Labor
|
20,092
|
|
|
20,092
|
|
|
1,761
|
|
|
1,040.9
|
%
|
|
1,040.9
|
%
|
|||
Other services costs
|
5,159
|
|
|
5,159
|
|
|
480
|
|
|
974.8
|
%
|
|
974.8
|
%
|
|||
Total non-same store cost of operations
|
$
|
31,776
|
|
|
$
|
31,776
|
|
|
$
|
4,095
|
|
|
676.0
|
%
|
|
676.0
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-same store contribution (NOI)
|
$
|
18,948
|
|
|
$
|
18,984
|
|
|
$
|
427
|
|
|
4,337.5
|
%
|
|
4,345.9
|
%
|
Non-same store rent and storage contribution (NOI)
(2)
|
$
|
12,203
|
|
|
$
|
12,239
|
|
|
$
|
576
|
|
|
2,018.6
|
%
|
|
2,024.8
|
%
|
Non-same store services contribution (NOI)
(3)
|
$
|
6,745
|
|
|
$
|
6,745
|
|
|
$
|
(149
|
)
|
|
4,626.8
|
%
|
|
4,626.8
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total warehouse segment revenues
|
$
|
338,231
|
|
|
$
|
343,606
|
|
|
$
|
287,712
|
|
|
17.6
|
%
|
|
19.4
|
%
|
Total warehouse cost of operations
|
$
|
224,414
|
|
|
$
|
228,565
|
|
|
$
|
196,877
|
|
|
14.0
|
%
|
|
16.1
|
%
|
Total warehouse segment contribution
|
$
|
113,817
|
|
|
$
|
115,041
|
|
|
$
|
90,835
|
|
|
25.3
|
%
|
|
26.6
|
%
|
(1)
|
The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis is the effect of changes in foreign currency exchange rates relative to the comparable prior period.
|
(2)
|
Calculated as rent and storage revenues less power and other facilities costs.
|
(3)
|
Calculated as warehouse services revenues less labor and other services costs.
|
(4)
|
Calculated as same store rent and storage contribution (NOI) divided by same store rent and storage revenues.
|
(5)
|
Calculated as same store warehouse services contribution (NOI) divided by same store warehouse services revenues.
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||
Units in thousands except per pallet and site number data - unaudited
|
2019
|
|
2018
|
|
||||||
Number of same store sites
|
138
|
|
138
|
|
n/a
|
|
||||
Same store rent and storage:
|
|
|
|
|
|
|||||
Physical occupancy
(1)
|
|
|
|
|
|
|||||
Average physical occupied pallets
|
2,235
|
|
|
2,333
|
|
|
(4.2
|
)%
|
||
Average physical pallet positions
|
3,084
|
|
|
3,112
|
|
|
(0.9
|
)%
|
||
Physical occupancy percentage
|
72.5
|
%
|
|
75.0
|
%
|
|
-249 bps
|
|
||
Same store rent and storage revenues per physical occupied pallet
|
$
|
55.16
|
|
|
$
|
52.67
|
|
|
4.7
|
%
|
Constant currency same store rent and storage revenues per physical occupied pallet
|
$
|
56.07
|
|
|
$
|
52.67
|
|
|
6.4
|
%
|
|
|
|
|
|
|
|||||
Economic occupancy
(2)
|
|
|
|
|
|
|||||
Average occupied economic pallets
|
2,366
|
|
|
2,434
|
|
|
(2.8
|
)%
|
||
Economic occupancy percentage
|
76.7
|
%
|
|
78.2
|
%
|
|
-148 bps
|
|
||
Same store rent and storage revenues per economic occupied pallet
|
$
|
52.11
|
|
|
$
|
50.50
|
|
|
3.2
|
%
|
Constant currency same store rent and storage revenues per economic occupied pallet
|
$
|
52.97
|
|
|
$
|
50.50
|
|
|
4.9
|
%
|
|
|
|
|
|
|
|||||
Same store warehouse services:
|
|
|
|
|
|
|||||
Throughput pallets (in thousands)
|
6,440
|
|
|
6,521
|
|
|
(1.2
|
)%
|
||
Same store warehouse services revenues per throughput pallet
|
$
|
25.50
|
|
|
$
|
24.58
|
|
|
3.7
|
%
|
Constant currency same store warehouse services revenues per throughput pallet
|
$
|
26.01
|
|
|
$
|
24.58
|
|
|
5.8
|
%
|
|
|
|
|
|
|
|||||
Number of non-same store sites
|
28
|
|
6
|
|
n/a
|
|
||||
Non-same store rent and storage:
|
|
|
|
|
|
|||||
Physical occupancy
(1)
|
|
|
|
|
|
|||||
Average physical occupied pallets
|
401
|
|
|
50
|
|
|
708.5
|
%
|
||
Average physical pallet positions
|
525
|
|
|
99
|
|
|
431.7
|
%
|
||
Physical occupancy percentage
|
76.4
|
%
|
|
50.2
|
%
|
|
|
|||
|
|
|
|
|
|
|||||
Economic occupancy
(2)
|
|
|
|
|
|
|||||
Average economic occupied pallets
|
404
|
|
|
50
|
|
|
711.4
|
%
|
||
Economic occupancy percentage
|
77.0
|
%
|
|
50.5
|
%
|
|
|
|||
|
|
|
|
|
|
|||||
Non-same store warehouse services:
|
|
|
|
|
|
|||||
Throughput pallets (in thousands)
|
925
|
|
|
91
|
|
|
918.0
|
%
|
(1)
|
We define average physical occupancy as the average number of occupied pallets divided by the estimated number of average physical pallet positions in our warehouses for the applicable period. We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet
|
(2)
|
We define average economic occupancy as the aggregate number of physically occupied pallets and any additional pallets otherwise contractually committed for a given period, without duplication. We estimate the number of contractually committed pallet positions by taking into account actual pallet commitments specified in each customer's contract, and subtracting the physical pallet positions.
|
|
Three Months Ended June 30,
|
|
Change
|
||||||||||||||
|
2019 actual
|
|
2019 constant currency(1)
|
|
2018 actual
|
|
Actual
|
|
Constant currency
|
||||||||
Number of managed sites
|
12
|
|
|
|
|
12
|
|
|
n/a
|
|
|
n/a
|
|
||||
|
(Dollars in thousands)
|
|
|
|
|
||||||||||||
Third-party managed revenues
|
$
|
61,515
|
|
|
$
|
61,986
|
|
|
$
|
65,755
|
|
|
(6.4
|
)%
|
|
(5.7
|
)%
|
Third-party managed cost of operations
|
58,711
|
|
|
59,084
|
|
|
61,896
|
|
|
(5.1
|
)%
|
|
(4.5
|
)%
|
|||
Third-party managed segment contribution
|
$
|
2,804
|
|
|
$
|
2,902
|
|
|
$
|
3,859
|
|
|
(27.3
|
)%
|
|
(24.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third-party managed margin
|
4.6
|
%
|
|
4.7
|
%
|
|
5.9
|
%
|
|
-131 bps
|
|
|
-119 bps
|
|
(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.
|
|
Three Months Ended June 30,
|
|
Change
|
||||||||||||||
|
2019 actual
|
|
2019 constant currency(1)
|
|
2018 actual
|
|
Actual
|
|
Constant currency
|
||||||||
|
(Dollars in thousands)
|
|
|
|
|
||||||||||||
Transportation revenues
|
$
|
36,492
|
|
|
$
|
37,788
|
|
|
$
|
38,889
|
|
|
(6.2
|
)%
|
|
(2.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Brokered transportation
|
25,842
|
|
|
26,837
|
|
|
28,840
|
|
|
(10.4
|
)%
|
|
(6.9
|
)%
|
|||
Other cost of operations
|
6,444
|
|
|
6,618
|
|
|
6,463
|
|
|
(0.3
|
)%
|
|
2.4
|
%
|
|||
Total transportation cost of operations
|
32,286
|
|
|
33,455
|
|
|
35,303
|
|
|
(8.5
|
)%
|
|
(5.2
|
)%
|
|||
Transportation segment contribution (NOI)
|
$
|
4,206
|
|
|
$
|
4,333
|
|
|
$
|
3,586
|
|
|
17.3
|
%
|
|
20.8
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Transportation margin
|
11.5
|
%
|
|
11.5
|
%
|
|
9.2
|
%
|
|
230 bps
|
|
|
225 bps
|
|
(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.
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||
|
2019
|
|
2018
|
|
||||||
|
(Dollars in thousands)
|
|
|
|||||||
Quarry revenues
|
$
|
2,222
|
|
|
$
|
2,311
|
|
|
(3.9
|
)%
|
Quarry cost of operations
|
1,930
|
|
|
2,391
|
|
|
(19.3
|
)%
|
||
Quarry segment contribution (NOI) / (loss)
|
$
|
292
|
|
|
$
|
(80
|
)
|
|
n/m
|
|
|
|
|
|
|
|
|||||
Quarry margin
|
13.1
|
%
|
|
(3.5
|
)%
|
|
n/m
|
|
|
Three Months Ended June 30,
|
|
Change
|
|||||||
|
2019
|
|
2018
|
|
%
|
|||||
Other (expense) income:
|
(In thousands)
|
|
|
|||||||
Interest expense
|
$
|
(24,098
|
)
|
|
$
|
(22,929
|
)
|
|
5.1
|
%
|
Bridge loan commitment fees
|
(2,665
|
)
|
|
—
|
|
|
100.0
|
%
|
||
Interest income
|
2,405
|
|
|
1,109
|
|
|
116.9
|
%
|
||
Foreign currency exchange gain
|
(83
|
)
|
|
1,511
|
|
|
(105.5
|
)%
|
||
Other (expense) income - net
|
(591
|
)
|
|
33
|
|
|
n/m
|
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||
|
2019 actual
|
|
2019 constant currency (1)
|
|
2018 actual
|
|
Actual
|
|
Constant currency
|
||||||||
|
(Dollars in thousands)
|
|
|
|
|
||||||||||||
Rent and storage
|
268,406
|
|
|
272,824
|
|
|
251,060
|
|
|
6.9
|
%
|
|
8.7
|
%
|
|||
Warehouse services
|
359,440
|
|
|
366,905
|
|
|
323,169
|
|
|
11.2
|
%
|
|
13.5
|
%
|
|||
Total warehouse segment revenues
|
$
|
627,846
|
|
|
$
|
639,729
|
|
|
$
|
574,229
|
|
|
9.3
|
%
|
|
11.4
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Power
|
35,382
|
|
|
36,311
|
|
|
34,745
|
|
|
1.8
|
%
|
|
4.5
|
%
|
|||
Other facilities costs
(2)
|
54,016
|
|
|
55,154
|
|
|
52,913
|
|
|
2.1
|
%
|
|
4.2
|
%
|
|||
Labor
|
281,332
|
|
|
287,843
|
|
|
259,454
|
|
|
8.4
|
%
|
|
10.9
|
%
|
|||
Other services costs
(3)
|
52,480
|
|
|
53,379
|
|
|
46,712
|
|
|
12.3
|
%
|
|
14.3
|
%
|
|||
Total warehouse segment cost of operations
|
423,210
|
|
|
432,687
|
|
|
393,824
|
|
|
7.5
|
%
|
|
9.9
|
%
|
|||
Warehouse segment contribution (NOI)
|
$
|
204,636
|
|
|
$
|
207,042
|
|
|
$
|
180,405
|
|
|
13.4
|
%
|
|
14.8
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Warehouse rent and storage contribution (NOI)
(4)
|
$
|
179,008
|
|
|
$
|
181,359
|
|
|
$
|
163,402
|
|
|
9.6
|
%
|
|
11.0
|
%
|
Warehouse services contribution (NOI)
(5)
|
$
|
25,628
|
|
|
$
|
25,683
|
|
|
$
|
17,003
|
|
|
50.7
|
%
|
|
51.0
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total warehouse segment margin
|
32.6
|
%
|
|
32.4
|
%
|
|
31.4
|
%
|
|
118 bps
|
|
|
95 bps
|
|
|||
Rent and storage margin
(6)
|
66.7
|
%
|
|
66.5
|
%
|
|
65.1
|
%
|
|
161 bps
|
|
|
139 bps
|
|
|||
Warehouse services margin
(7)
|
7.1
|
%
|
|
7.0
|
%
|
|
5.3
|
%
|
|
187 bps
|
|
|
174 bps
|
|
(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.
|
(2)
|
Includes real estate rent expense of $6.3 million and $7.5 million, on an actual basis, for the
six
months ended
June 30, 2019
and
2018
, respectively.
|
(3)
|
Includes non-real estate rent expense of $6.0 million and $6.7 million, on an actual basis, for the
six
months ended
June 30, 2019
and
2018
, respectively.
|
(4)
|
Calculated as rent and storage revenues less power and other facilities costs.
|
(5)
|
Calculated as warehouse services revenues less labor and other services costs.
|
(6)
|
Calculated as warehouse rent and storage contribution (NOI) divided by warehouse rent and storage revenues.
|
(7)
|
Calculated as warehouse services contribution (NOI) divided by warehouse services revenues.
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||
|
2019 actual
|
|
2019 constant currency (1)
|
|
2018 actual
|
|
Actual
|
|
Constant currency
|
||||||||
Number of same store sites
|
137
|
|
|
|
137
|
|
n/a
|
|
|
n/a
|
|
||||||
Same store revenues:
|
(Dollars in thousands)
|
|
|
|
|
||||||||||||
Rent and storage
|
$
|
245,148
|
|
|
$
|
249,530
|
|
|
$
|
244,576
|
|
|
0.2
|
%
|
|
2.0
|
%
|
Warehouse services
|
323,663
|
|
|
331,128
|
|
|
318,798
|
|
|
1.5
|
%
|
|
3.9
|
%
|
|||
Total same store revenues
|
568,811
|
|
|
580,658
|
|
|
563,374
|
|
|
1.0
|
%
|
|
3.1
|
%
|
|||
Same store cost of operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Power
|
31,720
|
|
|
32,649
|
|
|
33,745
|
|
|
(6.0
|
)%
|
|
(3.2
|
)%
|
|||
Other facilities costs
|
49,535
|
|
|
50,674
|
|
|
49,931
|
|
|
(0.8
|
)%
|
|
1.5
|
%
|
|||
Labor
|
258,277
|
|
|
264,788
|
|
|
255,852
|
|
|
0.9
|
%
|
|
3.5
|
%
|
|||
Other services costs
|
46,684
|
|
|
47,583
|
|
|
45,863
|
|
|
1.8
|
%
|
|
3.8
|
%
|
|||
Total same store cost of operations
|
$
|
386,216
|
|
|
$
|
395,694
|
|
|
$
|
385,391
|
|
|
0.2
|
%
|
|
2.7
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same store contribution (NOI)
|
$
|
182,595
|
|
|
$
|
184,964
|
|
|
$
|
177,983
|
|
|
2.6
|
%
|
|
3.9
|
%
|
Same store rent and storage contribution (NOI)
(2)
|
$
|
163,893
|
|
|
$
|
166,207
|
|
|
$
|
160,900
|
|
|
1.9
|
%
|
|
3.3
|
%
|
Same store services contribution (NOI)
(3)
|
$
|
18,702
|
|
|
$
|
18,757
|
|
|
$
|
17,083
|
|
|
9.5
|
%
|
|
9.8
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total same store margin
|
32.1
|
%
|
|
31.9
|
%
|
|
31.6
|
%
|
|
51 bps
|
|
|
26 bps
|
|
|||
Same store rent and storage margin
(4)
|
66.9
|
%
|
|
66.6
|
%
|
|
65.8
|
%
|
|
107 bps
|
|
|
82 bps
|
|
|||
Same store services margin
(5)
|
5.8
|
%
|
|
5.7
|
%
|
|
5.4
|
%
|
|
42 bps
|
|
|
31 bps
|
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Number of non-same store sites
|
29
|
|
|
|
7
|
|
n/a
|
|
|
n/a
|
|
||||||
Non-same store revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Rent and storage
|
$
|
23,258
|
|
|
$
|
23,294
|
|
|
$
|
6,484
|
|
|
258.7
|
%
|
|
259.3
|
%
|
Warehouse services
|
35,777
|
|
|
35,777
|
|
|
4,371
|
|
|
718.5
|
%
|
|
718.5
|
%
|
|||
Total non-same store revenues
|
59,035
|
|
|
59,071
|
|
|
10,855
|
|
|
443.9
|
%
|
|
444.2
|
%
|
|||
Non-same store cost of operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Power
|
3,662
|
|
|
3,662
|
|
|
1,000
|
|
|
266.2
|
%
|
|
266.2
|
%
|
|||
Other facilities costs
|
4,481
|
|
|
4,480
|
|
|
2,982
|
|
|
50.3
|
%
|
|
50.2
|
%
|
|||
Labor
|
23,055
|
|
|
23,055
|
|
|
3,602
|
|
|
540.1
|
%
|
|
540.1
|
%
|
|||
Other services costs
|
5,796
|
|
|
5,796
|
|
|
849
|
|
|
582.7
|
%
|
|
582.7
|
%
|
|||
Total non-same store cost of operations
|
$
|
36,994
|
|
|
$
|
36,993
|
|
|
$
|
8,433
|
|
|
338.7
|
%
|
|
338.7
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-same store contribution (NOI)
|
$
|
22,041
|
|
|
$
|
22,078
|
|
|
$
|
2,422
|
|
|
810.0
|
%
|
|
811.6
|
%
|
Non-same store rent and storage contribution (NOI)
(2)
|
$
|
15,115
|
|
|
$
|
15,152
|
|
|
$
|
2,502
|
|
|
504.1
|
%
|
|
505.6
|
%
|
Non-same store services contribution (NOI)
(3)
|
$
|
6,926
|
|
|
$
|
6,926
|
|
|
$
|
(80
|
)
|
|
8,757.5
|
%
|
|
8,757.5
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total warehouse segment revenues
|
$
|
627,846
|
|
|
$
|
639,729
|
|
|
$
|
574,229
|
|
|
9.3
|
%
|
|
11.4
|
%
|
Total warehouse cost of operations
|
$
|
423,210
|
|
|
$
|
432,687
|
|
|
$
|
393,824
|
|
|
7.5
|
%
|
|
9.9
|
%
|
Total warehouse segment contribution
|
$
|
204,636
|
|
|
$
|
207,042
|
|
|
$
|
180,405
|
|
|
13.4
|
%
|
|
14.8
|
%
|
(1)
|
The adjustments from our U.S. GAAP operating results to calculate our operating results on a constant currency basis is the effect of changes in foreign currency exchange rates relative to the comparable prior period.
|
(2)
|
Calculated as rent and storage revenues less power and other facilities costs.
|
(3)
|
Calculated as warehouse services revenues less labor and other services costs.
|
(4)
|
Calculated as same store rent and storage contribution (NOI) divided by same store rent and storage revenues.
|
(5)
|
Calculated as same store warehouse services contribution (NOI) divided by same store warehouse services revenues.
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||
Unit in thousands, except per pallet and site number data - unaudited
|
2019
|
|
2018
|
|
||||||
Number of same store sites
|
137
|
|
137
|
|
n/a
|
|
||||
Same store rent and storage:
|
|
|
|
|
|
|||||
Physical occupancy
(1)
|
|
|
|
|
|
|||||
Average physical occupied pallets (in thousands)
|
2,237
|
|
|
2,331
|
|
|
(4.0
|
)%
|
||
Average physical pallet positions (in thousands)
|
3,055
|
|
|
3,077
|
|
|
(0.7
|
)%
|
||
Physical occupancy percentage
|
73.2
|
%
|
|
75.8
|
%
|
|
-255 bps
|
|
||
Same store rent and storage revenues per physical occupied pallet
|
$
|
109.60
|
|
|
$
|
104.93
|
|
|
4.5
|
%
|
Constant currency same store rent and storage revenues per physical occupied pallet
|
$
|
111.56
|
|
|
$
|
104.93
|
|
|
6.3
|
%
|
|
|
|
|
|
|
|||||
Economic occupancy
(2)
|
|
|
|
|
|
|||||
Average occupied economic pallets
|
2,367
|
|
|
2,436
|
|
|
(2.9
|
)%
|
||
Economic occupancy percentage
|
77.5
|
%
|
|
79.2
|
%
|
|
-172 bps
|
|
||
Same store rent and storage revenues per economic occupied pallet
|
$
|
103.58
|
|
|
$
|
100.39
|
|
|
3.2
|
%
|
Constant currency same store rent and storage revenues per economic occupied pallet
|
$
|
105.43
|
|
|
$
|
100.39
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|||||
Same store warehouse services:
|
|
|
|
|
|
|||||
Throughput pallets (in thousands)
|
12,814
|
|
|
13,070
|
|
|
(2.0
|
)%
|
||
Same store warehouse services revenues per throughput pallet
|
$
|
25.26
|
|
|
$
|
24.39
|
|
|
3.6
|
%
|
Constant currency same store warehouse services revenues per throughput pallet
|
$
|
25.84
|
|
|
$
|
24.39
|
|
|
5.9
|
%
|
|
|
|
|
|
|
|||||
Number of non-same store sites
|
29
|
|
7
|
|
n/a
|
|
||||
Non-same store rent and storage:
|
|
|
|
|
|
|||||
Physical occupancy
(1)
|
|
|
|
|
|
|||||
Average physical occupied pallets
|
267
|
|
|
84
|
|
|
217.4
|
%
|
||
Average physical pallet positions
|
340
|
|
|
135
|
|
|
152.2
|
%
|
||
Physical occupancy percentage
|
78.4
|
%
|
|
62.3
|
%
|
|
|
|||
|
|
|
|
|
|
|||||
Economic occupancy
(2)
|
|
|
|
|
|
|||||
Average economic occupied pallets
|
$
|
270
|
|
|
$
|
86
|
|
|
214.4
|
%
|
Economic occupancy percentage
|
79.5
|
%
|
|
63.7
|
%
|
|
1574 bps
|
|
||
|
|
|
|
|
|
|||||
Non-same store warehouse services:
|
|
|
|
|
|
|||||
Throughput pallets (in thousands)
|
1,063
|
|
|
185
|
|
|
473.3
|
%
|
(1)
|
We define average physical occupancy as the average number of occupied pallets divided by the estimated number of average physical pallet positions in our warehouses for the applicable period. We estimate the number of physical pallet positions by taking into account actual racked space and by estimating unracked space on an as-if racked basis. We base this estimate on a formula utilizing the total cubic feet of each room within the warehouse that is unracked divided by the volume of an assumed rack space that is consistent with the characteristics of the relevant warehouse. On a warehouse by warehouse basis, rack space generally ranges from three to four feet depending upon the type of facility and the nature of the customer goods stored therein. The number of our pallet positions is reviewed and updated quarterly, taking into account changes in racking configurations and room utilization.
|
(2)
|
We define average economic occupancy as the aggregate number of physically occupied pallets and any additional pallets otherwise contractually committed for a given period, without duplication. We estimate the number of contractually committed pallet positions by taking into account actual pallet commitment specified in each customer's contract, and subtracting the physical pallet positions.
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||
|
2019 actual
|
|
2019 constant currency (1)
|
|
2018 actual
|
|
Actual
|
|
Constant currency
|
||||||||
Number of managed sites
|
12
|
|
|
|
|
12
|
|
|
|
|
|
||||||
|
(Dollars in thousands)
|
|
|
|
|
||||||||||||
Third-party managed revenues
|
$
|
125,651
|
|
|
$
|
126,658
|
|
|
$
|
129,632
|
|
|
(3.1
|
)%
|
|
(2.3
|
)%
|
Third-party managed cost of operations
|
119,588
|
|
|
120,398
|
|
|
121,995
|
|
|
(2.0
|
)%
|
|
(1.3
|
)%
|
|||
Third-party managed segment contribution
|
$
|
6,063
|
|
|
$
|
6,260
|
|
|
$
|
7,637
|
|
|
(20.6
|
)%
|
|
(18.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third-party managed margin
|
4.8
|
%
|
|
4.9
|
%
|
|
5.9
|
%
|
|
-107 bps
|
|
|
-95 bps
|
|
(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.
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||
|
2019 actual
|
|
2019 constant currency (1)
|
|
2018 actual
|
|
Actual
|
|
Constant currency
|
||||||||
|
(Dollars in thousands)
|
|
|
|
|
||||||||||||
Transportation revenues
|
$
|
73,588
|
|
|
$
|
76,715
|
|
|
$
|
77,234
|
|
|
(4.7
|
)%
|
|
(0.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Brokered transportation
|
53,189
|
|
|
55,463
|
|
|
56,961
|
|
|
(6.6
|
)%
|
|
(2.6
|
)%
|
|||
Other cost of operations
|
11,837
|
|
|
12,335
|
|
|
13,093
|
|
|
(9.6
|
)%
|
|
(5.8
|
)%
|
|||
Total transportation cost of operations
|
65,026
|
|
|
67,798
|
|
|
70,054
|
|
|
(7.2
|
)%
|
|
(3.2
|
)%
|
|||
Transportation segment contribution (NOI)
|
$
|
8,562
|
|
|
$
|
8,917
|
|
|
$
|
7,180
|
|
|
19.2
|
%
|
|
24.2
|
%
|
|
|
|
|
|
|
|
|
|
|
||||||||
Transportation margin
|
11.6
|
%
|
|
11.6
|
%
|
|
9.3
|
%
|
|
234 bps
|
|
|
233 bps
|
|
(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.
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||
|
2019
|
|
2018
|
|
||||||
|
(Dollars in thousands)
|
|
|
|||||||
Quarry revenues
|
$
|
4,454
|
|
|
$
|
4,714
|
|
|
(5.5
|
)%
|
Quarry cost of operations
|
3,918
|
|
|
4,448
|
|
|
(11.9
|
)%
|
||
Quarry segment contribution (NOI)
|
$
|
536
|
|
|
$
|
266
|
|
|
101.5
|
%
|
|
|
|
|
|
|
|||||
Quarry margin
|
12.0
|
%
|
|
5.6
|
%
|
|
n/m
|
|
|
Six Months Ended June 30,
|
|
Change
|
|||||||
|
2019
|
|
2018
|
|
%
|
|||||
Other (expense) income:
|
(In thousands)
|
|
|
|||||||
Interest expense
|
$
|
(45,674
|
)
|
|
$
|
(47,424
|
)
|
|
(3.7
|
)%
|
Bridge loan commitment fees
|
(2,665
|
)
|
|
—
|
|
|
100.0
|
%
|
||
Interest income
|
3,408
|
|
|
1,733
|
|
|
96.7
|
%
|
||
Loss on debt extinguishment and modification
|
—
|
|
|
(21,385
|
)
|
|
n/m
|
|
||
Foreign currency exchange (loss) gain
|
(23
|
)
|
|
2,191
|
|
|
n/m
|
|
||
Other (expense) income - net
|
(758
|
)
|
|
89
|
|
|
n/m
|
|
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-real estate asset impairment, non-offering related equity issuance expenses, non-recurring public company implementation costs, stock-based compensation expense for the IPO retention grants, severance, reduction in workforce costs and equity acceleration, acquisition, diligence and integration related costs, terminated site operations costs, bridge loan commitment fees, litigation and other related settlements, 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 deferred financing costs, pension withdrawal liability and above or below market leases, straight-line net rent, provision or benefit from deferred income taxes, stock-based compensation expense from grants of stock options and restricted stock units under our equity incentive plans, excluding IPO grants, non-real estate depreciation, depletion or amortization (including in respect of the China JV), and recurring maintenance capital expenditures. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements from our operating activities.
|
FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating performance of equity REITs. FFO, Core FFO and Adjusted FFO should be evaluated along with U.S. GAAP net income and net income per diluted share (the most directly comparable U.S. GAAP measures) in evaluating our operating performance. FFO, Core FFO and Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S. GAAP and are not indicative of our results of operations or cash flows from operating activities as disclosed in our consolidated statements of operations included elsewhere in this 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 loss, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.
|
Reconciliation of Net Income to NAREIT FFO, Core FFO, and Adjusted FFO
|
|||||||||||||||
|
|
|
|
|
|||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
4,891
|
|
|
$
|
29,406
|
|
|
$
|
262
|
|
|
$
|
20,766
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Real estate related depreciation and depletion
|
28,518
|
|
|
21,764
|
|
|
51,183
|
|
|
43,938
|
|
||||
Net loss (gain) on sale of depreciable real estate
|
34
|
|
|
(8,384
|
)
|
|
34
|
|
|
(8,384
|
)
|
||||
Net loss on asset disposals
|
—
|
|
|
—
|
|
|
138
|
|
|
—
|
|
||||
Impairment charges on certain real estate assets
|
—
|
|
|
747
|
|
|
12,555
|
|
|
747
|
|
||||
Real estate depreciation on China JV
|
269
|
|
|
242
|
|
|
558
|
|
|
511
|
|
||||
NAREIT Funds from operations
|
33,712
|
|
|
43,775
|
|
|
64,730
|
|
|
57,578
|
|
||||
Less distributions on preferred shares of beneficial interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,818
|
)
|
||||
NAREIT Funds from operations applicable to common shareholders
|
$
|
33,712
|
|
|
$
|
43,775
|
|
|
$
|
64,730
|
|
|
$
|
55,760
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Net loss (gain) on sale of non-real estate assets
|
167
|
|
|
(390
|
)
|
|
49
|
|
|
(535
|
)
|
||||
Non-real estate asset impairment
|
930
|
|
|
—
|
|
|
930
|
|
|
—
|
|
||||
Non-offering related equity issuance expenses
(a)
|
(164
|
)
|
|
—
|
|
|
1,347
|
|
|
1,242
|
|
||||
Non-recurring public company implementation costs
(g)
|
—
|
|
|
162
|
|
|
—
|
|
|
162
|
|
||||
Acquisition, diligence and integration costs
(b)
|
15,014
|
|
|
51
|
|
|
16,455
|
|
|
51
|
|
||||
Stock-based compensation expense, IPO grants
|
556
|
|
|
965
|
|
|
1,163
|
|
|
1,930
|
|
||||
Severance, reduction in workforce costs, and equity acceleration
(c)
|
2,641
|
|
|
—
|
|
|
6,934
|
|
|
11
|
|
||||
Terminated site operations costs
(d)
|
6
|
|
|
66
|
|
|
344
|
|
|
66
|
|
||||
Litigation and other related settlement costs
(e)
|
467
|
|
|
—
|
|
|
1,377
|
|
|
—
|
|
||||
Bridge loan commitment fees
|
2,665
|
|
|
—
|
|
|
2,665
|
|
|
—
|
|
||||
Loss on debt extinguishment and modification
|
—
|
|
|
—
|
|
|
—
|
|
|
21,385
|
|
||||
Foreign currency exchange loss (gain)
|
83
|
|
|
(1,511
|
)
|
|
23
|
|
|
(2,191
|
)
|
||||
Core FFO applicable to common shareholders
|
$
|
56,077
|
|
|
$
|
43,118
|
|
|
$
|
96,017
|
|
|
$
|
77,881
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Amortization of deferred financing costs and pension withdrawal liability
|
1,522
|
|
|
1,556
|
|
|
2,978
|
|
|
3,230
|
|
||||
Amortization of below/above market leases
|
38
|
|
|
38
|
|
|
76
|
|
|
76
|
|
||||
Straight-line net rent
|
(151
|
)
|
|
(26
|
)
|
|
(288
|
)
|
|
(31
|
)
|
||||
Deferred income taxes benefit
|
(3,352
|
)
|
|
(1,449
|
)
|
|
(4,412
|
)
|
|
(2,605
|
)
|
||||
Stock-based compensation expense, excluding IPO grants
|
2,628
|
|
|
701
|
|
|
4,660
|
|
|
4,254
|
|
||||
Non-real estate depreciation and amortization
|
11,919
|
|
|
7,287
|
|
|
19,350
|
|
|
14,520
|
|
||||
Non-real estate depreciation and amortization on China JV
|
107
|
|
|
143
|
|
|
209
|
|
|
299
|
|
||||
Recurring maintenance capital expenditures
(f)
|
(10,734
|
)
|
|
(11,563
|
)
|
|
(16,221
|
)
|
|
(17,946
|
)
|
||||
Adjusted FFO applicable to common shareholders
|
$
|
58,054
|
|
|
$
|
39,805
|
|
|
$
|
102,369
|
|
|
$
|
79,678
|
|
(a)
|
Represents one-time costs and professional fees associated with secondary offerings on behalf of selling shareholders and non-offering related expenses in connection with the IPO in 2018 and the April 2019 follow-on offering.
|
(b)
|
Represents costs associated with mergers and acquisition activity including: advisory, legal, accounting, valuation and other professional or consulting fees. Acquisition expense includes key employee retention costs. Integration costs include pre- and post-acquisition costs of work performed to facilitate integration into the Company’s "Americold Operating System" (AOS), information systems and processes. The majority of integration costs consist of professional service fees.
|
(c)
|
Represents certain contractual and negotiated severance and separation costs from exited former executives, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies, reduction in workforce costs associated with exiting or selling non-
|
(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 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 costs associated with litigation charges outside of the normal course of business including professional service fees and settlement amounts.
|
(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)
|
Represents one-time costs associated with the implementation of financial reporting systems and processes needed to convert the organization to a public company.
|
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, 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 related costs, bridge loan commitment fees, litigation and other related settlements, loss on debt extinguishment and modification, stock-based compensation expense, foreign currency exchange gain or loss, loss or gain on other asset disposals, 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. The table below reconciles EBITDAre and Core EBITDA to net income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.
|
Reconciliation of Net Income to NAREIT EBITDAre and Core EBITDA
|
|||||||||||||||
(In thousands)
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
4,891
|
|
|
$
|
29,406
|
|
|
$
|
262
|
|
|
$
|
20,766
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Depreciation, depletion and amortization
|
40,437
|
|
|
29,051
|
|
|
70,533
|
|
|
58,459
|
|
||||
Interest expense
|
24,098
|
|
|
22,929
|
|
|
45,674
|
|
|
47,424
|
|
||||
Income tax benefit
|
(906
|
)
|
|
(126
|
)
|
|
(418
|
)
|
|
(215
|
)
|
||||
Loss (gain) on disposal of depreciated property
|
34
|
|
|
(8,384
|
)
|
|
34
|
|
|
(8,384
|
)
|
||||
Adjustment to reflect share of EBITDAre of partially owned entities
|
592
|
|
|
592
|
|
|
1,207
|
|
|
1,149
|
|
||||
NAREIT EBITDAre
|
$
|
69,146
|
|
|
$
|
73,468
|
|
|
$
|
117,292
|
|
|
$
|
119,199
|
|
Adjustments:
|
|
|
|
|
|
|
|
||||||||
Severance, reduction in workforce costs, and equity acceleration
(d)
|
2,641
|
|
|
—
|
|
|
6,936
|
|
|
11
|
|
||||
Terminated site operations cost
|
6
|
|
|
66
|
|
|
344
|
|
|
66
|
|
||||
Non-offering related equity issuance expenses
(a)
|
(164
|
)
|
|
—
|
|
|
1,347
|
|
|
1,242
|
|
||||
Non-recurring public company implementation costs
(e)
|
—
|
|
|
162
|
|
|
—
|
|
|
162
|
|
||||
Acquisition, diligence, and integration costs
(b)
|
15,014
|
|
|
51
|
|
|
16,455
|
|
|
51
|
|
||||
Litigation and other related settlement costs
(c)
|
467
|
|
|
—
|
|
|
1,377
|
|
|
—
|
|
||||
Bridge loan commitment fees
|
2,665
|
|
|
—
|
|
|
2,665
|
|
|
—
|
|
||||
Loss (income) from investments in partially owned entities
|
68
|
|
|
(252
|
)
|
|
(54
|
)
|
|
(112
|
)
|
||||
Impairment of long-lived assets
|
930
|
|
|
747
|
|
|
13,485
|
|
|
747
|
|
||||
Loss (gain) on foreign currency exchange
|
83
|
|
|
(1,511
|
)
|
|
23
|
|
|
(2,191
|
)
|
||||
Stock-based compensation expense
|
3,185
|
|
|
1,663
|
|
|
5,824
|
|
|
6,184
|
|
||||
Loss on debt extinguishment and modification
|
—
|
|
|
—
|
|
|
—
|
|
|
21,385
|
|
||||
Loss (gain) on other asset disposals
|
168
|
|
|
(170
|
)
|
|
188
|
|
|
(307
|
)
|
||||
Reduction in EBITDAre from partially owned entities
|
(592
|
)
|
|
(592
|
)
|
|
(1,207
|
)
|
|
(1,149
|
)
|
||||
Core EBITDA
|
$
|
93,617
|
|
|
$
|
73,632
|
|
|
$
|
164,675
|
|
|
$
|
145,288
|
|
(a)
|
Represents one-time costs and professional fees associated with secondary offerings on behalf of selling shareholders and non-offering related expenses in connection with the IPO in 2018 and the April 2019 follow-on offering.
|
(b)
|
Represents costs associated with mergers and acquisition activity including: advisory, legal, accounting, valuation and other professional or consulting fees. Acquisition expense includes key employee retention costs. 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.
|
(c)
|
Represents costs associated with litigation charges outside of the normal course of business including professional service fees and settlement amounts.
|
(d)
|
Represents certain contractual and negotiated severance and separation costs from exited former executives, reduction in headcount due to synergies achieved through acquisitions or operational efficiencies, 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 one-time costs associated with the implementation of financial reporting systems and processes needed to convert the organization to a public company.
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||
Month Declared/Paid
|
Dividend Per Share
|
Distributions Declared
|
|
Distributions Paid
|
|
|
||||||||||||||
|
|
Common Shares
|
|
Series B Preferred Shares
|
|
Common Shares
|
|
Series B Preferred Shares
|
|
|
||||||||||
(In thousands, except per share amounts)
|
||||||||||||||||||||
December (2018)/January
|
$
|
0.1875
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,218
|
|
|
$
|
—
|
|
|
|
December
(a)
|
|
|
|
|
|
(127
|
)
|
|
—
|
|
Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
|
|||||||||
December (2018)/January
|
|
|
|
|
|
7
|
|
|
—
|
|
Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
|
|||||||||
March/April
|
0.2000
|
|
30,235
|
|
|
—
|
|
|
30,235
|
|
|
—
|
|
|
|
|||||
March
(b)
|
|
|
|
|
|
(142
|
)
|
|
—
|
|
Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
|
|||||||||
March/April
|
|
|
|
|
|
15
|
|
|
—
|
|
Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
|
|||||||||
June/July
|
0.200
|
|
38,764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
$
|
68,999
|
|
|
|
|
$
|
58,206
|
|
|
|
|
|
(a)
|
Declared in December 2018 and included in the $28.2 million declared, see description to the right regarding timing of payment.
|
(b)
|
Declared in March and included in the $30.2 million declared, see description to the right regarding timing of payment.
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
Month Declared/Paid
|
Dividend Per Share
|
Distributions Declared
|
|
Distributions Paid
|
|
|
||||||||||||||
|
|
Common Shares
|
|
Series B Preferred Shares
|
|
Common Shares
|
|
Series B Preferred Shares
|
|
|
||||||||||
(In thousands, except per share amounts)
|
||||||||||||||||||||
January
(a)
|
$
|
0.0186
|
|
$
|
1,291
|
|
|
$
|
619
|
|
|
$
|
1,291
|
|
|
$
|
619
|
|
|
|
March/April
|
0.1396
|
|
20,145
|
|
|
—
|
|
|
20,145
|
|
|
|
|
|
||||||
March
(c)
|
|
|
|
|
|
(79
|
)
|
|
—
|
|
Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest.
|
|||||||||
March/April
|
|
|
|
|
|
20
|
|
|
—
|
|
Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
|
|||||||||
June/July
|
0.1875
|
|
27,250
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||||
|
|
$
|
48,686
|
|
|
|
|
$
|
21,377
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Series B Preferred Shares - Fixed Dividend
|
|
|
|
|
|
|
|
|
||||||||||||
January
(a)
|
|
|
|
1,198
|
|
|
|
|
1,198
|
|
|
|
||||||||
Total distributions paid to holders of Series B Preferred Shares
(b)
|
|
$
|
1,817
|
|
|
|
|
$
|
1,817
|
|
|
|
(a)
|
Stub period dividend paid to shareholders of record prior to the IPO.
|
(b)
|
Last Participating and Fixed Dividend paid to holders of Series B Preferred Shares in connection with the conversion to common shares on the IPO date.
|
(c)
|
Declared in March and included in the $20.1 million declared, see description to the right regarding timing of payment.
|
•
|
current cash balances;
|
•
|
cash flows from operations;
|
•
|
our 2018 and 2019 equity forward agreements;
|
•
|
borrowings under our 2018 Senior Secured Credit Facilities; and
|
•
|
other forms of secured or unsecured debt financings and equity offerings.
|
•
|
operating activities and overall working capital;
|
•
|
capital expenditures;
|
•
|
debt service obligations; and
|
•
|
quarterly shareholder distributions.
|
(a)
|
Stub period distribution paid to Parent immediately prior to the IPO.
|
(b)
|
Distribution equivalents declared in March and included in the
$20.1 million
, accrued on unvested restricted stock units to be paid when the awards vest.
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
Indebtedness
|
Stated Maturity Date
|
Contractual Interest Rate
|
Effective Interest Rate as of June 30, 2019
|
Carrying Amount
|
Estimated Fair Value
|
|
Carrying Amount
|
Estimated Fair Value
|
||||||||
2013 Mortgage Loans
|
|
|
|
|
|
|
||||||||||
Senior note
|
5/2023
|
3.81%
|
4.14%
|
$
|
184,722
|
|
$
|
187,492
|
|
|
$
|
187,957
|
|
$
|
184,667
|
|
Mezzanine A
|
5/2023
|
7.38%
|
7.55%
|
70,000
|
|
70,350
|
|
|
70,000
|
|
67,900
|
|
||||
Mezzanine B
|
5/2023
|
11.50%
|
11.75%
|
32,000
|
|
32,320
|
|
|
32,000
|
|
31,120
|
|
||||
Total 2013 Mortgage Loans
|
|
|
|
286,722
|
|
290,162
|
|
|
289,957
|
|
283,687
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
||||||||
Series A 4.68% notes due 2026
|
1/2026
|
4.68%
|
4.77%
|
200,000
|
|
215,000
|
|
|
200,000
|
|
202,500
|
|
||||
Series B 4.86% notes due 2029
|
1/2029
|
4.86%
|
4.92%
|
400,000
|
|
433,000
|
|
|
400,000
|
|
407,000
|
|
||||
Series C 4.10% notes due 2030
|
1/2030
|
4.10%
|
4.16%
|
350,000
|
|
361,375
|
|
|
—
|
|
—
|
|
||||
Total Senior Unsecured Notes
|
|
|
|
950,000
|
|
1,009,375
|
|
|
600,000
|
|
609,500
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2018 Senior Unsecured Term Loan A Facility
(1)
|
1/2023
|
L+1.45%
|
4.30%
|
475,000
|
|
476,188
|
|
|
475,000
|
|
472,625
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Installment Notes Payable
|
|
|
|
|
|
|
|
|
||||||||
New Market Tax Credit
|
|
|
|
|
|
|
|
|
||||||||
Enterprise SUB-CDE XII, LLC
|
4/2045
|
1.00%
|
4.65%
|
4,100
|
|
4,100
|
|
|
—
|
|
—
|
|
||||
Enterprise SUB-CDE XIX, LLC
|
4/2045
|
1.73%
|
4.63%
|
3,400
|
|
3,400
|
|
|
—
|
|
—
|
|
||||
CIF III, LLC
|
4/2045
|
1.53%
|
4.66%
|
4,000
|
|
4,000
|
|
|
—
|
|
—
|
|
||||
CNMC SUB-CDE 61, LLC
|
4/2045
|
1.00%
|
4.88%
|
1,800
|
|
1,800
|
|
|
—
|
|
—
|
|
||||
Installment notes payable
|
|
|
|
13,300
|
|
13,300
|
|
|
—
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total principal amount of indebtedness
|
$
|
1,725,022
|
|
$
|
1,789,025
|
|
|
$
|
1,364,957
|
|
$
|
1,365,812
|
|
|||
Less: deferred financing costs
|
|
|
|
(14,499
|
)
|
n/a
|
|
|
(13,943
|
)
|
n/a
|
|
||||
Total indebtedness, net of unamortized
deferred financing costs
|
$
|
1,710,523
|
|
$
|
1,789,025
|
|
|
$
|
1,351,014
|
|
$
|
1,365,812
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
2018 Senior Unsecured Revolving Credit Facility
(1)
|
1/2021
|
L+1.45%
|
0.36%
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
References in this table to L are references to one-month LIBOR.
|
(2)
|
The effective interest rate includes effects of amortization of the deferred financing costs. The weighted average effective interest rate for total debt was
4.89%
and
5.04%
as of
June 30, 2019
and
December 31, 2018
, respectively.
|
•
|
a maximum leverage ratio of less than or equal to 60% of our total asset value;
|
•
|
a minimum borrowing base coverage ratio of greater than or equal to 1.00 to 1.00;
|
•
|
a minimum pro forma fixed charge coverage ratio of greater than or equal to 1.40 to 1.00 which increased to 1.50 to 1.00 in the first quarter of 2018;
|
•
|
a minimum borrowing base debt service coverage ratio of greater than or equal to 2.00 to 1.00;
|
•
|
a minimum tangible net worth requirement of greater than or equal to $900 million plus 70% of any future net equity proceeds following the completion of the IPO transactions; and
|
•
|
a maximum recourse secured debt ratio of less than or equal to 20% of our total asset value.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
|
(In thousands, except per cubic foot amounts)
|
||||||||||||||
Real estate
|
$
|
7,817
|
|
|
$
|
9,505
|
|
|
$
|
12,302
|
|
|
$
|
15,314
|
|
Personal property
|
1,554
|
|
|
867
|
|
|
1,724
|
|
|
1,120
|
|
||||
Information technology
|
1,363
|
|
|
1,191
|
|
|
2,195
|
|
|
1,513
|
|
||||
Total recurring maintenance capital expenditures
|
$
|
10,734
|
|
|
$
|
11,563
|
|
|
$
|
16,221
|
|
|
$
|
17,947
|
|
|
|
|
|
|
|
|
|
||||||||
Total recurring maintenance capital expenditures per cubic foot
|
$
|
0.010
|
|
|
$
|
0.013
|
|
|
$
|
0.015
|
|
|
$
|
0.019
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
|
(In thousands, except per cubic foot amounts)
|
||||||||||||||
Real estate
|
$
|
6,580
|
|
|
$
|
4,971
|
|
|
$
|
11,889
|
|
|
$
|
10,168
|
|
Personal property
|
8,125
|
|
|
7,811
|
|
|
16,021
|
|
|
15,803
|
|
||||
Total repair and maintenance expenses
|
$
|
14,705
|
|
|
$
|
12,782
|
|
|
$
|
27,910
|
|
|
$
|
25,971
|
|
|
|
|
|
|
|
|
|
||||||||
Repair and maintenance expenses per cubic foot
|
$
|
0.014
|
|
|
$
|
0.014
|
|
|
$
|
0.026
|
|
|
$
|
0.028
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
|
(In thousands)
|
||||||||||||||
Acquisitions
|
$
|
1,323,265
|
|
|
$
|
—
|
|
|
$
|
1,359,188
|
|
|
$
|
—
|
|
Expansion and development initiatives
|
66,092
|
|
|
21,140
|
|
|
$
|
76,507
|
|
|
$
|
39,376
|
|
||
Information technology
|
1,329
|
|
|
753
|
|
|
2,051
|
|
|
1,553
|
|
||||
Total growth and expansion capital expenditures
|
$
|
1,390,686
|
|
|
$
|
21,893
|
|
|
$
|
1,437,746
|
|
|
$
|
40,929
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
79,835
|
|
|
$
|
76,887
|
|
Net cash used in investing activities
|
$
|
(1,454,794
|
)
|
|
$
|
(46,935
|
)
|
Net cash provided by financing activities
|
$
|
1,488,022
|
|
|
$
|
92,625
|
|
Exhibit No.
|
|
Description
|
|
Equity Purchase Agreement, dated as of April 16, 2019 (incorporated by reference to Exhibit 2.1 to Americold Realty Trust's Current Report on Form 8-K filed on April 16, 2019 (File No. 001-34723))
|
|
|
Amended and Restated Bylaws of Americold Realty Trust (incorporated by reference to Exhibit 3.1 to Americold Realty Trust's Current Report on Form 8-K filed on May 23, 2019 (File No. 001-34723))
|
|
|
Amended and Restated LPA of the Operating Partnership (incorporated by reference to Exhibit 3.1 to Americold Realty Trust's Current Report on Form 8-K filed on July 7, 2019 (File No. 001-34723))
|
|
|
Form of Annual Trustee OP Unit Award Agreement
|
|
|
Form of Retention OP Unit Award Agreement
|
|
|
Form of Performance OP Unit Award Agreement
|
|
|
Note and Guaranty Agreement, dated as of May 7, 2019 (incorporated by reference to Exhibit 10.1 to Americold Realty Trust's Current Report on Form 8-K filed on May 8, 2019 (File No. 001-34723))
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Operating Partnership, L.P.
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Americold Realty Operating Partnership, L.P.
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Trust
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Operating Partnership, L.P.
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Americold Realty Operating Partnership, L.P.
|
|
|
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
#
|
|
This document has been identified as a management contract or compensatory plan or arrangement.
|
|
|
AMERICOLD REALTY TRUST
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(Registrant)
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Date:
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August 9, 2019
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By:
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/s/ Marc Smernoff
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Name:
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Marc Smernoff
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Title:
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Chief Financial Officer and Executive Vice President
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(On behalf of the registrant and as principal financial officer)
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Vesting Date
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Number of OP Profits Units That Vest
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[INSERT DATE THAT IS 1 YEAR FROM GRANT DATE]
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100%
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AMERICOLD REALTY TRUST
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By: _____________________
Name:
Title:
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AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.
By: _____________________
Name:
Title:
[PARTICIPANT NAME]
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By: _____________________
Name:
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1.
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The name, address and taxpayer identification number of the undersigned and the taxable year for which this election is being made are:
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2.
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Description of property with respect to which the election is being made:
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3.
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The date on which the OP Profits Units were transferred is [ ]
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4.
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Nature of restrictions to which the OP Profits Units are subject:
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(a)
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With limited exceptions, until the OP Profits Units vest, the Taxpayer may not transfer in any manner any portion of the OP Profits Units.
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(b)
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The Taxpayer’s OP Profits Units are subject to time vesting conditions. Unvested OP Profits Units are forfeited, as set forth in Section 3 of the Agreement.
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5.
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The fair market value at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in § 1.83-3(h) of the Income Tax Regulations) of the OP Profits Units with respect to which this election is being made is $0.00.
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6.
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The amount paid by the Taxpayer for the OP Profits Units was $0.00.
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7.
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A copy of this statement has been furnished to the Partnership and to its general partner, Americold Realty Trust. The undersigned is the person performing services in connection with which the OP Profits Units were transferred.
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(i)
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The Company’s Annual Report on Form 10-K for the fiscal year most recently ended;
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(ii)
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The Company’s Quarterly Report on Form 10-Q for the most recently ended quarter if one has been filed by the Company with the Securities and Exchange Commission since the filing of the Form 10-K described in clause (i) above;
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(iii)
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Each of the Company’s Current Report(s) on Form 8-K, if any, filed since the later of the end of the fiscal year most recently ended for which a Form 10-K has been filed by the Company;
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(iv)
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The Company’s Proxy Statement for its most recent Annual Meeting of Shareholders;
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(v)
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The Amended and Restated Limited Partnership Agreement of Americold Realty Operating Partnership, L.P., as then amended;
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(vi)
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The Company’s 2017 Equity Incentive Plan; and
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(vii)
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The Company’s Articles of Incorporation, as then amended.
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(b)
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The Participant hereby represents and warrants that
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Vesting Date
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Number of OP Profits Units That Vest
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[INSERT DATE THAT IS 2 YEARS FROM GRANT DATE]
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33.33%
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[INSERT DATE THAT IS 3 YEARS FROM GRANT DATE]
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33.33%
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[INSERT DATE THAT IS 4 YEARS FROM GRANT DATE]
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33.34%
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Vesting Date
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Number of OP Profits Units That Vest
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[INSERT DATE THAT IS 1 YEAR FROM GRANT DATE]
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50%
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[INSERT DATE THAT IS 2 YEARS FROM GRANT DATE]
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50%
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AMERICOLD REALTY TRUST
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By: _____________________
Name:
Title:
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AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.
By: _____________________
Name:
Title:
[PARTICIPANT NAME]
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By: _____________________
Name:
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1.
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The name, address and taxpayer identification number of the undersigned and the taxable year for which this election is being made are:
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2.
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Description of property with respect to which the election is being made:
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3.
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The date on which the OP Profits Units were transferred is [ ]
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4.
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Nature of restrictions to which the OP Profits Units are subject:
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(a)
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With limited exceptions, until the OP Profits Units vest, the Taxpayer may not transfer in any manner any portion of the OP Profits Units.
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(b)
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The Taxpayer’s OP Profits Units are subject to time vesting conditions. Unvested OP Profits Units are forfeited, as set forth in Section 3 of the Agreement.
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5.
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The fair market value at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in § 1.83-3(h) of the Income Tax Regulations) of the OP Profits Units with respect to which this election is being made is $0.00.
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6.
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The amount paid by the Taxpayer for the OP Profits Units was $0.00.
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7.
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A copy of this statement has been furnished to the Partnership and to its general partner, Americold Realty Trust. The undersigned is the person performing services in connection with which the OP Profits Units were transferred.
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(i)
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The Company’s Annual Report on Form 10-K for the fiscal year most recently ended;
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(ii)
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The Company’s Quarterly Report on Form 10-Q for the most recently ended quarter if one has been filed by the Company with the Securities and Exchange Commission since the filing of the Form 10-K described in clause (i) above;
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(iii)
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Each of the Company’s Current Report(s) on Form 8-K, if any, filed since the later of the end of the fiscal year most recently ended for which a Form 10-K has been filed by the Company;
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(iv)
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The Company’s Proxy Statement for its most recent Annual Meeting of Shareholders;
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(v)
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The Amended and Restated Limited Partnership Agreement of Americold Realty Operating Partnership, L.P., as then amended;
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(vi)
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The Company’s 2017 Equity Incentive Plan; and
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(vii)
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The Company’s Articles of Incorporation, as then amended.
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(b)
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The Participant hereby represents and warrants that
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AMERICOLD REALTY TRUST
By: _____________________
Name:
Title:
AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.
By: _____________________
Name:
Title:
[PARTICIPANT NAME]
By: _____________________
Name:
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Performance Level Thresholds
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Relative TSR Performance
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Vesting Percentage
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OP Profits Units Vested
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Minimum
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30
th
percentile
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25% of the OP Profits Units
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[•]
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Target
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55
th
percentile
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50% of the OP Profits Units
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[•]
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Maximum
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75
th
percentile
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100% of the OP Profits Units
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[•]
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1.
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The name, address and taxpayer identification number of the undersigned and the taxable year for which this election is being made are:
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2.
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Description of property with respect to which the election is being made:
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3.
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The date on which the OP Profits Units were transferred is [ ]
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4.
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Nature of restrictions to which the OP Profits Units are subject:
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(a)
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With limited exceptions, until the OP Profits Units vest, the Taxpayer may not transfer in any manner any portion of the OP Profits Units.
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(b)
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The Taxpayer’s OP Profits Units are subject to time and performance vesting conditions. Unvested OP Profits Units are forfeited, as set forth in Section 3 of the Agreement.
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5.
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The fair market value at time of transfer (determined without regard to any restrictions other than nonlapse restrictions as defined in § 1.83-3(h) of the Income Tax Regulations) of the OP Profits Units with respect to which this election is being made is $0.00.
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6.
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The amount paid by the Taxpayer for the OP Profits Units was $0.00.
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7.
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A copy of this statement has been furnished to the Partnership and to its general partner, Americold Realty Trust. The undersigned is the person performing services in connection with which the OP Profits Units were transferred.
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(i)
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The Company’s Annual Report on Form 10-K for the fiscal year most recently ended;
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(ii)
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The Company’s Quarterly Report on Form 10-Q for the most recently ended quarter if one has been filed by the Company with the Securities and Exchange Commission since the filing of the Form 10-K described in clause (i) above;
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(iii)
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Each of the Company’s Current Report(s) on Form 8-K, if any, filed since the later of the end of the fiscal year most recently ended for which a Form 10-K has been filed by the Company;
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(iv)
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The Company’s Proxy Statement for its most recent Annual Meeting of Shareholders;
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(v)
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The Amended and Restated Limited Partnership Agreement of Americold Realty Operating Partnership, L.P., as then amended;
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(vi)
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The Company’s 2017 Equity Incentive Plan; and
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(vii)
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The Company’s Articles of Incorporation, as then amended.
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(b)
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The Participant hereby represents and warrants that
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/s/ Fred W Boehler
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Fred W Boehler
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Chief Executive Officer, President and Trustee
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/s/ Marc Smernoff
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Marc Smernoff
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Chief Financial Officer and Executive Vice President
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/s/ Fred W. Boehler
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Fred W. Boehler
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Chief Executive Officer, President and Trustee
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/s/ Marc Smernoff
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Marc Smernoff
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Chief Financial Officer and Executive Vice President
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1.
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The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Fred W. Boehler
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Fred W. Boehler
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President, Chief Executive Officer and Trustee
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1.
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The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Marc Smernoff
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Marc Smernoff
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Chief Financial Officer and Executive Vice President
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1.
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The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
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/s/ Fred W. Boehler
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Fred W. Boehler
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President, Chief Executive Officer and Trustee
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1.
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The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Operating Partnership.
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/s/ Marc Smernoff
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Marc Smernoff
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Chief Financial Officer and Executive Vice President
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Mine or Operating Name (MSHA Identification Number)
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Section 104 S&S Citations
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Section 104(b) Orders
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Section 104(d) Citations and Orders
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Section 110(b)(2) Violations
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Section 107(a) Orders
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Total Dollar Value of MSHA Assessments Proposed
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Total Number of Mining Related Fatalities
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Received Notice of Pattern of Violations Under Section 104(e)
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Received Notice of Potential to Have Pattern Under Section 104(e)
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Legal Actions Pending as of Last Day of Period
(1)
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Legal Actions Initiated During Period
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Legal Actions Resolved During Period
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Carthage Crushed Limestone
(23-00028)
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—
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—
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—
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—
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—
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$—
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—
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No
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No
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—
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—
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1
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(1)
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See table below for additional detail regarding Legal Actions Pending as of June 30, 2019. With respect to Contests of Proposed Penalties, we have included the number of dockets (as opposed to citations) when counting the number of Legal Actions Pending as of June 30, 2019.
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Contests of proposed penalties
(b)
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Mine or Operating Name (MSHA Identification Number)
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Contests of citations and orders
(a)
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Dockets
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Citations
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Complaints for compensation
(c)
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Complaints of discharge, discrimination or interference
(d)
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Applications for temporary relief
(e)
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Appeals of judges' decisions or orders
(f)
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Carthage Crushed Limestone
(23-00028)
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—
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—
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—
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—
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—
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—
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—
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(a)
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Represents (if any) contests of citations and orders, which typically are filed prior to an operator's receipt of a proposed penalty assessment from MSHA or relate to orders for which penalties are not assessed (such as imminent danger orders under Section 107 of the Mine Act). This category includes: (i) contests of citations or orders issued under section 104 of the Mine Act, (ii) contests of imminent danger withdrawal orders under section 107 of the Mine Act, and (iii) Emergency response plan dispute proceedings (as required under the Mine Improvement and New Emergency Response Act of 2006, Pub. L. No. 109-236, 120 Stat. 493).
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(b)
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Represents (if any) contests of proposed penalties, which are administrative proceedings before the Federal Mine Safety and Health Review Commission (“FMSHRC”) challenging a civil penalty that MSHA has proposed for the violation contained in a citation or order. This column includes zero actions involving civil penalties against agents of the operator that has been contested and zero appeals of a decision or order.
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(c)
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Represents (if any) complaints for compensation, which are cases under section 111 of the Mine Act that may be filed with the FMSHRC by miners idled by a closure order issued by MSHA who are entitled to compensation.
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(d)
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Represents (if any) complaints of discharge, discrimination or interference under section 105 of the Mine Act, which cover: (i) discrimination proceedings involving a miner's allegation that he or she has suffered adverse employment action because he or she engaged in activity protected under the Mine Act, such as making a safety complaint, and (ii) temporary reinstatement proceedings involving cases in which a miner has filed a complaint with MSHA stating that he or she has suffered such discrimination and has lost his or her position. Complaints of Discharge, Discrimination, or Interference are also included in Contests of Proposed Penalties, column (b).
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(e)
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Represents (if any) applications for temporary relief, which are applications under section 105(b)(2) of the Mine Act for temporary relief from any modification or termination of any order or from any order issued under section 104 of the Mine Act (other than citations issued under section 104(a) or (f) of the Mine Act).
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(f)
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Represents (if any) appeals of judges' decisions or orders to the FMSHRC, including petitions for discretionary review and review by the FMSHRC on its own motion.
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