Americold Realty Trust Announces First Quarter 2018 Results
- Global Warehouse Segment Revenue Growth of 3.9% and Contribution (NOI) Growth of 7.2% -
- Reports Core FFO of $0.27 and AFFO of $0.31 Per Diluted Common Share -
- Completed Initial Public Offering -
Americold Realty Trust (NYSE:COLD) (the "Company"), the world’s largest owner and operator of temperature-controlled warehouses,
today announced financial and operating results for the first quarter ended March 31, 2018.
“Our first quarter 2018 results demonstrate the ongoing strength of our business, including same store Global Warehouse segment
revenue and contribution (NOI) increases of 4.0% and 6.5%, respectively. The same store contribution (NOI) growth was primarily
driven by favorable customer mix, increase in number of fixed commitment contracts, and productivity improvements across our
network. We continue to make progress within our development pipeline as we work to support our customers and market growth
opportunities. In the first quarter 2018, we completed our initial public offering and simultaneously closed on our $925.0
million dollar credit facility. As the first publicly traded REIT in the temperature-controlled infrastructure and supply chain
industry, we believe we are well positioned for continued growth and creating long-term shareholder value” stated Fred Boehler,
President and Chief Executive Officer of Americold Realty Trust.
First Quarter 2018 Highlights
- Total revenue was $391.1 million, a 4.9% increase over the same quarter last year; Global Warehouse
segment revenue was $286.5 million, a 3.9% increase over the same quarter last year
- Total contribution (NOI) was $97.3 million, a 7.0% increase over the same quarter last year; Global
Warehouse segment contribution (NOI) was $89.6 million, a 7.2% increase over the same quarter last year
- Net loss of $8.6 million, or $0.08 per diluted common share, compared to net income of $4.4 million
from the same quarter last year; excluding $21.1 million of non-cash deferred financing costs, net income for the quarter would
have been $12.5 million, or $0.10 per diluted common share
- Core EBITDA of $71.7 million, a 6.5% increase over the same quarter last year
- Core Funds from Operations ("Core FFO") of $34.8 million, or $0.27 per diluted common share
- Adjusted Funds from Operations (“AFFO”) of $39.9 million, or $0.31 per diluted common share
- Global Warehouse segment same store revenue grew 4.0% to $280.5 million, with segment contribution
(NOI) improving 6.5% to $89.1 million, both over prior year
- Completed initial public offering ("IPO") in January 2018, generating net proceeds of $494 million to
the Company
- Closed $925 million senior secured credit facility
First Quarter 2018 Total Company Financial Results
Total revenue for the first quarter ended March 31, 2018 was $391.1 million, a 4.9% increase from the same quarter of the
prior year. This growth was largely driven by a more favorable customer mix, a shift to a greater number of fixed commitment
storage contracts, and contractual rate escalations within the Global Warehouse segment.
For the first quarter of 2018, the Company reported a net loss of $8.6 million, or $0.08 per diluted share, compared to net
income of $4.4 million for the same quarter of the prior year. This decrease was primarily driven by the write-off of $21.1 million
of non-cash deferred financing costs associated with the refinancing of debt in conjunction with the Company's January 2018 initial
public offering ("IPO"). Excluding this charge, net income for the quarter would have been $12.5 million, or $0.10 per diluted
common share.
Total contribution (NOI) for the first quarter ended March 31, 2018 increased 7.0% to $97.3 million, compared to $91.0
million for the same quarter of the prior year.
Core EBITDA was $71.7 million for the first quarter of 2018, compared to $67.3 million for the same quarter of the prior year.
This reflects a 6.5% increase over prior year while absorbing approximately $1.5 million of additional recurring public company
expenses incurred in the first quarter of 2018.
For the first quarter of 2018, Core FFO was $34.8 million, or $0.27 per diluted share, compared to $22.7 million for same
quarter of the prior year.
For the first quarter of 2018, AFFO was $39.9 million, or $0.31 per diluted share, compared to $26.8 million for same quarter of
the prior year. AFFO excludes certain expenses and income items that do not represent core expenses and income streams.
Please see the Company's supplemental financial information for the definitions and reconciliations of non-GAAP financial
measures to the most comparable GAAP financial measures.
As a result of the Company going public subsequent to January 1, 2018, the weighted average share count used to derive the first
quarter 2018 per share metrics reflects the timing of the offering.
First Quarter 2018 Global Warehouse Segment Results
For the first quarter of 2018, Global Warehouse segment revenues were $286.5 million, an increase of $10.7 million, or 3.9%,
compared to $275.8 million for the first quarter of 2017. This growth was primarily driven by a more favorable customer mix, a
shift to a greater number of fixed commitment storage contracts, and contractual rate escalations.
Warehouse segment contribution (NOI) was $89.6 million, or 31.3% of segment revenue for the first quarter of 2018, compared to
$83.5 million, or 30.3% of revenue, for the prior year. This represents 7.2% improvement in segment profitability over the first
quarter 2017 and an expansion of 100 basis points in segment margin period-over-period. The year over year profit growth was driven
primarily by a more favorable customer mix, a shift to a greater number of fixed commitment storage contracts, and labor and other
productivity improvements. The Company continues to generate productivity improvements with its ongoing focus on continuous
improvement initiatives driven by further adoption of its Americold Operating System ("AOS").
The Company ended the first quarter of 2018 with 146 total facilities in its Global Warehouse segment portfolio. Of the 146
total facilities, 138 meet the Company’s definition of facilities with at least 24 months of consecutive "normalized operations"
and are reported as "same store." The remaining eight facilities are in various stages of operations and are classified as
"non-same store."
The tables below summarize the first quarter 2018 Global Warehouse full segment and same store metrics compared to the same
period a year ago:
|
|
|
|
|
|
|
Global Warehouse - Total |
|
|
|
Three Months Ended March 31, |
|
Change |
Dollars in thousands |
|
|
|
2018 |
|
2017 |
|
Global Warehouse revenues: |
|
|
|
|
|
|
|
|
Rent and storage |
|
|
|
$ |
125,727 |
|
|
$ |
119,666 |
|
|
5.1 |
% |
Warehouse services |
|
|
|
160,790 |
|
|
156,141 |
|
|
3.0 |
% |
Total Warehouse revenues |
|
|
|
286,517 |
|
|
275,807 |
|
|
3.9 |
% |
Global Warehouse contribution (NOI) |
|
|
|
$ |
89,570 |
|
|
$ |
83,520 |
|
|
7.2 |
% |
Global Warehouse margin |
|
|
|
31.3 |
% |
|
30.3 |
% |
|
100 bps |
|
|
|
|
|
|
|
|
|
Units in thousands except per pallet data |
|
|
|
|
|
|
|
|
Global Warehouse rent and storage: |
|
|
|
|
|
|
|
|
Occupancy |
|
|
|
|
|
|
|
|
Average occupied pallets |
|
|
|
2,447 |
|
|
2,469 |
|
|
(0.9 |
)% |
Average physical pallet positions |
|
|
|
3,212 |
|
|
3,184 |
|
|
0.9 |
% |
Occupancy percentage |
|
|
|
76.2 |
% |
|
77.6 |
% |
|
-140 bps |
Same store rent and storage revenues per occupied pallet |
|
|
|
$ |
51.38 |
|
|
$ |
48.47 |
|
|
6.0 |
% |
Global Warehouse services: |
|
|
|
|
|
|
|
|
Throughput pallets |
|
|
|
6,645 |
|
|
6,799 |
|
|
(2.3 |
)% |
Same store warehouse services revenues per throughput pallet |
|
|
|
$ |
24.20 |
|
|
$ |
22.97 |
|
|
5.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Warehouse - Same Store |
|
|
|
Three Months Ended March 31, |
|
Change |
Dollars in thousands |
|
|
|
2018 |
|
2017 |
|
Global Warehouse same store revenues: |
|
|
|
|
|
|
|
|
Rent and storage |
|
|
|
$ |
122,977 |
|
|
$ |
116,661 |
|
|
5.4 |
%
|
Warehouse services |
|
|
|
157,502 |
|
|
152,999 |
|
|
2.9 |
% |
Total same store revenues |
|
|
|
280,479 |
|
|
269,660 |
|
|
4.0 |
% |
Global Warehouse same store contribution (NOI) |
|
|
|
$ |
89,126 |
|
|
$ |
83,706 |
|
|
6.5 |
% |
Global Warehouse same store margin |
|
|
|
31.8 |
% |
|
31.0 |
% |
|
80 bps |
|
|
|
|
|
|
|
|
|
Units in thousands except per pallet data |
|
|
|
|
|
|
|
|
Global Warehouse same store rent and storage: |
|
|
|
|
|
|
|
|
Occupancy |
|
|
|
|
|
|
|
|
Average occupied pallets |
|
|
|
2,375 |
|
|
2,416 |
|
|
(1.7 |
)% |
Average physical pallet positions |
|
|
|
3,112 |
|
|
3,096 |
|
|
0.5 |
% |
Occupancy percentage |
|
|
|
76.3 |
% |
|
78.0 |
% |
|
-170 bps |
Same store rent and storage revenues per occupied pallet |
|
|
|
$ |
51.77 |
|
|
$ |
48.30 |
|
|
7.2 |
% |
Global Warehouse same store services: |
|
|
|
|
|
|
|
|
Throughput pallets |
|
|
|
6,499 |
|
|
6,657 |
|
|
(2.4 |
)% |
Same store warehouse services revenues per throughput pallet |
|
|
|
$ |
24.24 |
|
|
$ |
22.98 |
|
|
5.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Commitment Rent and Storage Revenue
Annualized committed rent and storage revenue was $197.7 million, which represented 38.9% of total Warehouse segment rent
and storage revenue for the quarter ended March 31, 2018.
Capital and Balance Sheet Activity
In January 2018, the Company completed its IPO and issued 33.4 million common shares at $16.00 per share, including the full
exercise of the underwriters’ option to purchase additional shares, raising aggregate net proceeds to the Company of approximately
$494.0 million after deducting the underwriting discount and offering expenses. In connection with the IPO, the Company closed on
its new $925.0 million senior secured credit facility, consisting of a five-year, $525.0 million senior secured term loan A
facility and a three-year, $400.0 million senior secured revolving credit facility. Subsequently, the Company used the proceeds to
repay its term loan B facility and outstanding construction loan debt aggregating $827.5 million and repaid $50 million of its
outstanding term loan A facility while increasing its revolver capacity by $50 million.
At March 31, 2018, the Company had total liquidity of approximately $610.0 million, including cash and capacity on its
revolving credit facility. Total debt outstanding was $1.57 billion (including $157.0 million of capital leases/sale leasebacks),
with a weighted average term of 4.4 years. The Company has no material debt maturities during the remainder of 2018 and all of
2019. At March 31, 2018, 64% of the Company's total debt outstanding was at a fixed rate and on a trailing twelve month basis, its
net debt to Core EBITDA was approximately 4.7x. The Company's weighted average effective interest rate on outstanding indebtedness
was 5.39%.
Investor Webcast and Conference Call
The Company will hold a webcast and conference call on Thursday, May 10, 2018 at 5:00 p.m. Eastern Time to discuss first quarter
2018 results. A live webcast of the call will be available via the Investors section of Americold Realty Trust's website at
www.americold.com . To listen to the live webcast, please go to the site at least
five minutes prior to the scheduled start time in order to register, download and install any necessary audio software. Shortly
after the call, a replay of the webcast will be available for 90 days on the Company’s website.
The conference call can also be accessed by dialing 1-877-407-4018 or 1-201-689-8471. The telephone replay can be accessed by
dialing 1-844-512-2921 or 1-412-317-6671 and providing the conference ID# 13679036. The telephone replay will be available starting
shortly after the call until May 24, 2018.
The Company’s supplemental package will be available prior to the conference call in the Investor Relations section of the
Company’s website at http://ir.americold.com .
About the Company
Americold is the world’s largest owner and operator of temperature-controlled warehouses. Based in Atlanta, Georgia, Americold
owns and operates 158 temperature-controlled warehouses, with approximately 934 million cubic feet of storage, in the United
States, Australia, New Zealand, Canada, and Argentina. Americold’s facilities are an integral component of the supply chain
connecting food producers, processors, distributors and retailers to consumers. Americold serves approximately 2,400 customers and
employs approximately 11,000 associates worldwide.
Non-GAAP Financial Measures
This press release contains non-GAAP financial measures, including FFO, core FFO, AFFO, EBITDAre, Core EBITDA and same store
segment revenue and contribution. A reconciliation from U.S. GAAP net income available to common stockholders to FFO, a
reconciliation from FFO to core FFO and AFFO, and definitions of FFO, and core FFO are included below. A reconciliation from U.S.
GAAP net income available to common stockholders to EBITDAre, Core EBITDA, a definition of Core EBITDA and definitions of net debt
to Core EBITDA are included below.
Forward-Looking Statements
This document contains statements about future events and expectations that constitute forward-looking statements.
Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance
and growth plans, taking into account the information currently available to us. These statements are not statements of historical
fact. Forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the
expectations of future results we express or imply in any forward-looking statements, and you should not place undue reliance on
such statements. Factors that could contribute to these differences include adverse economic or real estate developments in our
geographic markets or the temperature-controlled warehouse industry; general economic conditions; risks associated with the
ownership of real estate and temperature-controlled warehouses in particular; defaults or non-renewals of contracts with customers;
potential bankruptcy or insolvency of our customers; uncertainty of revenues, given the nature of our customer contracts; increased
interest rates and operating costs; our failure to obtain necessary outside financing; risks related to, or restrictions contained
in, our debt financing; decreased storage rates or increased vacancy rates; difficulties in identifying properties to be acquired
and completing acquisitions; risks related to expansions of existing properties and developments of new properties, including
failure to meet budgeted or stabilized returns in respect thereof; acquisition risks, including the failure of such acquisitions to
perform in accordance with projections; difficulties in expanding our operations into new markets, including international markets;
our failure to maintain our status as a REIT; uncertainties and risks related to natural disasters and global climate change;
possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of
contamination of properties presently or previously owned by us; financial market fluctuations; actions by our competitors and
their increasing ability to compete with us; labor and power costs; changes in real estate and zoning laws and increases in real
property tax rates; the competitive environment in which we operate; our relationship with our employees, including the occurrence
of any work stoppages or any disputes under our collective bargaining agreements; liabilities as a result of our participation in
multi-employer pension plans; the cost and time requirements as a result of our operation as a publicly traded REIT; the
concentration of ownership by funds affiliated with The Yucaipa Companies, The Goldman Sachs Group, Inc., and Fortress Investment
Group, LLC; changes in foreign currency exchange rates; and the impact of anti-takeover provisions in our constituent documents and
under Maryland law, which could make an acquisition of us more difficult, limit attempts by our shareholders to replace our
trustees and affect the price of our common shares. Words such as “anticipates,” “believes,” “continues,” “estimates,” “expects,”
“goal,” “objectives,” “intends,” “may,” “opportunity,” “plans,” “potential,” “near-term,” “long-term,” “projections,”
“assumptions,” “projects,” “guidance,” “forecasts,” “outlook,” “target,” “trends,” “should,” “could,” “would,” “will” and similar
expressions are intended to identify such forward-looking statements. Examples of forward-looking statements included in this
documents include, among others, statements about our expected expansion and development pipeline and our targeted return on
invested capital on expansion and development opportunities. We qualify any forward-looking statements entirely by these cautionary
factors. Other risks, uncertainties and factors, including those discussed under “Risk Factors” in our Annual Report on Form 10-K
for the year ended December 31, 2017 and our other reports filed with the Securities and Exchange Commission, could cause our
actual results to differ materially from those projected in any forward-looking statements we make. We assume no obligation to
update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially
from those anticipated in these forward-looking statements, even if new information becomes available in the future.
|
Condensed Consolidated Balance Sheets |
(In thousands, except shares and per share amounts) |
|
|
|
|
March 31,
2018
|
|
December 31,
2017
|
|
|
|
|
Unaudited |
|
|
Assets |
|
|
|
|
|
|
Property, plant, and equipment: |
|
|
|
|
|
|
Land |
|
|
|
$ |
389,565 |
|
|
$ |
389,443 |
|
Buildings and improvements |
|
|
|
1,887,206 |
|
|
1,865,727 |
|
Machinery and equipment |
|
|
|
549,908 |
|
|
555,453 |
|
|
|
|
|
2,826,679 |
|
|
2,810,623 |
|
Accumulated depreciation and depletion |
|
|
|
(1,030,240 |
) |
|
(1,010,903 |
) |
Property, plant, and equipment – net |
|
|
|
1,796,439 |
|
|
1,799,720 |
|
Capitalized leases: |
|
|
|
|
|
|
Buildings and improvements |
|
|
|
16,827 |
|
|
16,827 |
|
Machinery and equipment |
|
|
|
59,619 |
|
|
59,389 |
|
|
|
|
|
76,446 |
|
|
76,216 |
|
Accumulated depreciation |
|
|
|
(42,996 |
) |
|
(41,051 |
) |
Capitalized leases – net |
|
|
|
33,450 |
|
|
35,165 |
|
Cash and cash equivalents |
|
|
|
193,868 |
|
|
48,873 |
|
Restricted cash |
|
|
|
19,394 |
|
|
21,090 |
|
Accounts receivable – net of allowance of $5,804 and $5,309 at March 31, 2018 and
December 31, 2017, respectively |
|
|
|
178,649 |
|
|
200,006 |
|
Identifiable intangible assets – net |
|
|
|
26,239 |
|
|
26,645 |
|
Goodwill |
|
|
|
188,096 |
|
|
188,169 |
|
Investments in partially owned entities |
|
|
|
15,935 |
|
|
15,942 |
|
Other assets |
|
|
|
41,685 |
|
|
59,287 |
|
Total assets |
|
|
|
$ |
2,493,755 |
|
|
$ |
2,394,897 |
|
Liabilities, Series B Preferred Shares and shareholders’ equity (deficit) |
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
Borrowings under revolving line of credit |
|
|
|
$ |
— |
|
|
$ |
— |
|
Accounts payable and accrued expenses |
|
|
|
232,737 |
|
|
241,259 |
|
Construction loan - net of deferred financing costs of $179 at December 31, 2017 |
|
|
|
— |
|
|
19,492 |
|
Mortgage notes and term loans - net of discount and deferred financing costs of
$15,935 and $31,996, in the aggregate, at March 31, 2018 and December 31, 2017, respectively |
|
|
|
1,398,227 |
|
|
1,721,958 |
|
Sale-leaseback financing obligations |
|
|
|
120,911 |
|
|
121,516 |
|
Capitalized lease obligations |
|
|
|
36,078 |
|
|
38,124 |
|
Unearned revenue |
|
|
|
18,200 |
|
|
18,848 |
|
Pension and postretirement benefits |
|
|
|
16,105 |
|
|
16,756 |
|
Deferred tax liability - net |
|
|
|
20,423 |
|
|
21,940 |
|
Multi-Employer pension plan withdrawal liability |
|
|
|
9,086 |
|
|
9,134 |
|
Total liabilities |
|
|
|
1,851,767 |
|
|
2,209,027 |
|
Commitments and Contingencies |
|
|
|
|
|
|
Preferred shares of beneficial interest, $0.01 par value – authorized 375,000 Series
B Cumulative Convertible Voting and Participating Preferred Shares; aggregate liquidation preference of $375,000; zero and
375,000 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively |
|
|
|
— |
|
|
372,794 |
|
Shareholders’ equity (deficit): |
|
|
|
|
|
|
Preferred shares of beneficial interest, $0.01 par value – authorized 1,000 Series A
Cumulative Non-Voting Preferred Shares; aggregate liquidation preference of $125; zero and 125 shares issued and outstanding at
March 31, 2018 and December 31, 2017, respectively |
|
|
|
— |
|
|
— |
|
Common shares of beneficial interest, $0.01 par value – authorized 250,000,000
shares; 142,513,448 and 69,370,609 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively |
|
|
|
1,425 |
|
|
694 |
|
Paid-in capital |
|
|
|
1,255,094 |
|
|
394,082 |
|
Accumulated deficit and distributions in excess of net earnings |
|
|
|
(613,363 |
) |
|
(581,470 |
) |
Accumulated other comprehensive loss |
|
|
|
(1,168 |
) |
|
(230 |
) |
Total shareholders’ equity (deficit) |
|
|
|
641,988 |
|
|
(186,924 |
) |
Total liabilities, Series B Preferred Shares and shareholders’ equity
(deficit) |
|
|
|
$ |
2,493,755 |
|
|
$ |
2,394,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Operations (Unaudited) |
(In thousands, except per share amounts) |
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
2018 |
|
2017 |
Revenues: |
|
|
|
|
|
|
Rent, storage, and warehouse services revenues |
|
|
|
$ |
286,517 |
|
|
$ |
275,807 |
|
Third-party managed services |
|
|
|
63,876 |
|
|
58,367 |
|
Transportation services |
|
|
|
38,345 |
|
|
36,181 |
|
Other revenues |
|
|
|
2,403 |
|
|
2,559 |
|
Total revenues |
|
|
|
391,141 |
|
|
372,914 |
|
Operating expenses: |
|
|
|
|
|
|
Rent, storage, and warehouse services cost of operations |
|
|
|
196,947 |
|
|
192,287 |
|
Third-party managed services cost of operations |
|
|
|
60,099 |
|
|
55,379 |
|
Transportation services cost of operations |
|
|
|
34,751 |
|
|
32,628 |
|
Cost of operations related to other revenues |
|
|
|
2,057 |
|
|
1,656 |
|
Depreciation, depletion, and amortization |
|
|
|
29,408 |
|
|
29,408 |
|
Selling, general and administrative |
|
|
|
31,947 |
|
|
24,770 |
|
Total operating expenses |
|
|
|
355,209 |
|
|
336,128 |
|
|
|
|
|
|
|
|
Operating income |
|
|
|
35,932 |
|
|
36,786 |
|
|
|
|
|
|
|
|
Other (expense) income: |
|
|
|
|
|
|
Loss from partially owned entities |
|
|
|
(139 |
) |
|
(27 |
) |
Interest expense |
|
|
|
(24,495 |
) |
|
(27,727 |
) |
Interest income |
|
|
|
623 |
|
|
257 |
|
Loss on debt extinguishment and modification |
|
|
|
(21,385 |
) |
|
(171 |
) |
Foreign currency exchange gain (loss) |
|
|
|
680 |
|
|
(2,773 |
) |
Other income (expense), net |
|
|
|
56 |
|
|
(467 |
) |
(Loss) income before income tax |
|
|
|
(8,728 |
) |
|
5,878 |
|
Income tax (expense) benefit: |
|
|
|
|
|
|
Current |
|
|
|
(1,067 |
) |
|
(2,242 |
) |
Deferred |
|
|
|
1,156 |
|
|
748 |
|
Total income tax benefit (expense) |
|
|
|
89 |
|
|
(1,494 |
) |
|
|
|
|
|
|
|
Net (loss) income |
|
|
|
$ |
(8,639 |
) |
|
$ |
4,384 |
|
Less distributions on preferred shares of beneficial interest - Series A |
|
|
|
(1 |
) |
|
— |
|
Less distributions on preferred shares of beneficial interest - Series B |
|
|
|
(1,817 |
) |
|
(7,109 |
) |
Less accretion on preferred shares of beneficial interest – Series B |
|
|
|
— |
|
|
(220 |
) |
Net loss attributable to common shares of beneficial interest |
|
|
|
$ |
(10,457 |
) |
|
$ |
(2,945 |
) |
|
|
|
|
|
|
|
Weighted average common shares outstanding – basic |
|
|
|
124,433 |
|
|
69,931 |
|
Weighted average common shares outstanding – diluted |
|
|
|
124,433 |
|
|
69,931 |
|
|
|
|
|
|
|
|
Net loss per common share of beneficial interest - basic |
|
|
|
$ |
(0.08 |
) |
|
$ |
(0.04 |
) |
Net loss per common share of beneficial interest - diluted |
|
|
|
$ |
(0.08 |
) |
|
$ |
(0.04 |
) |
|
|
|
|
|
|
|
Distributions declared per common share of beneficial interest |
|
|
|
$ |
0.15 |
|
|
$ |
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Earnings to NAREIT FFO, Core FFO and AFFO |
(In thousands) |
|
|
|
|
Three Months Ended |
|
|
|
|
March 31, 2018 |
|
March 31, 2017 |
Net (loss) income |
|
|
|
$ |
(8,639 |
) |
|
$ |
4,384 |
|
Adjustments: |
|
|
|
|
|
|
|
Real estate related depreciation and depletion |
|
|
|
22,174 |
|
|
21,433 |
|
Net (gain) loss on sale of depreciable real estate |
|
|
|
— |
|
|
— |
|
Impairment charges on certain real estate assets |
|
|
|
— |
|
|
— |
|
Real estate depreciation on China JV |
|
|
|
270 |
|
|
268 |
|
NAREIT Funds from operations |
|
|
|
13,805 |
|
|
26,085 |
|
Less distributions on preferred shares of beneficial interest |
|
|
|
(1,818 |
) |
|
(7,109 |
) |
NAREIT Funds from operations attributable to common shareholders |
|
|
|
$ |
11,987 |
|
|
$ |
18,976 |
|
Adjustments: |
|
|
|
|
|
|
|
Net (gain) loss on sale of non-real estate assets |
|
|
|
(148 |
) |
|
(99 |
) |
Non-offering related IPO expenses (a) |
|
|
|
1,245 |
|
|
— |
|
Stock-based compensation expense, IPO grants |
|
|
|
965 |
|
|
— |
|
Severance and reduction in workforce costs (b) |
|
|
|
11 |
|
|
— |
|
Terminated site operations costs (c) |
|
|
|
— |
|
|
(3 |
) |
Strategic alternative costs |
|
|
|
— |
|
|
842 |
|
Impairment of partially owned entities (d) |
|
|
|
— |
|
|
— |
|
Loss on debt extinguishment and modification |
|
|
|
21,385 |
|
|
171 |
|
Inventory asset impairment |
|
|
|
— |
|
|
— |
|
Foreign currency exchange (gain) loss |
|
|
|
(680 |
) |
|
2,773 |
|
Excise tax settlement |
|
|
|
— |
|
|
— |
|
Multi-Employer pension plan withdrawal expense |
|
|
|
— |
|
|
— |
|
Core FFO applicable to common shareholders |
|
|
|
$ |
34,765 |
|
|
$ |
22,660 |
|
Adjustments: |
|
|
|
|
|
|
|
Amortization of deferred financing costs and debt discount |
|
|
|
1,674 |
|
|
2,023 |
|
Amortization of below/above market leases |
|
|
|
38 |
|
|
38 |
|
Straight-line net rent |
|
|
|
(5 |
) |
|
(12 |
) |
Deferred income taxes (benefit) expense |
|
|
|
(1,156 |
) |
|
(748 |
) |
Stock-based compensation expense, excluding IPO grants |
|
|
|
3,553 |
|
|
587 |
|
Non-real estate depreciation and amortization |
|
|
|
7,234 |
|
|
7,975 |
|
Non-real estate depreciation and amortization on China JV |
|
|
|
156 |
|
|
151 |
|
Recurring maintenance capital expenditures (e) |
|
|
|
(6,383 |
) |
|
(5,905 |
) |
Adjusted FFO applicable to common shareholders |
|
|
|
$ |
39,876 |
|
|
$ |
26,769 |
|
|
|
|
|
|
|
|
|
Reconciliation of weighted average and fully diluted shares:
|
|
|
|
|
|
|
|
Weighted average basic shares for net income calculation |
|
|
|
124,433 |
|
|
n/a |
|
Dilutive stock options and unvested restricted stock units |
|
|
|
2,668 |
|
|
n/a |
|
Weighted average dilutive shares for net income calculation |
|
|
|
127,101 |
|
|
n/a |
|
Common shares equivalents (d) |
|
|
|
20,032 |
|
|
n/a |
|
Fully diluted common shares outstanding at quarter-end (e) |
|
|
|
147,133 |
|
|
n/a |
|
|
|
|
|
|
|
|
|
NAREIT FFO available to common shareholders - basic per share |
|
|
|
$ |
0.10 |
|
|
n/a |
|
NAREIT FFO available to common shareholders - diluted per share |
|
|
|
$ |
0.09 |
|
|
n/a |
|
NAREIT FFO available to common shareholders - fully diluted per share at quarter end
(e) |
|
|
|
$ |
0.08 |
|
|
n/a |
|
|
|
|
|
|
|
|
|
Core FFO available to common shareholders - basic per share |
|
|
|
$ |
0.28 |
|
|
n/a |
|
Core FFO available to common shareholders - diluted per share |
|
|
|
$ |
0.27 |
|
|
n/a |
|
Core FFO available to common shareholders - fully diluted per share at quarter end
(e) |
|
|
|
$ |
0.24 |
|
|
n/a |
|
|
|
|
|
|
|
|
|
Adjusted FFO available to common shareholders - basic per share |
|
|
|
$ |
0.32 |
|
|
n/a |
|
Adjusted FFO available to common shareholders - diluted per share |
|
|
|
$ |
0.31 |
|
|
n/a |
|
Adjusted FFO available to common shareholders - fully diluted per share at quarter
end (e) |
|
|
|
$ |
0.27 |
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Represents one-time costs and professional fees associated with becoming a public
company. |
(b) |
|
Represents one-time severance from and reduction in workforce costs associated with
exiting or selling non-strategic warehouses. |
(c) |
|
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. |
(d) |
|
Fully diluted common share equivalents outstanding at March 31, 2018. |
(e) |
|
Assumes i) all post-IPO commons shares were outstanding for the entire quarter, and
ii) the exercise of all outstanding stock options and conversion of all outstanding restricted stock units at the beginning of
the quarter. |
|
|
|
|
Reconciliation of Net Earnings to EBITDAre and Core EBITDA
|
(In thousands) |
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
2018 |
|
2017 |
Net (loss) income |
|
|
|
$ |
(8,639 |
) |
|
$ |
4,384 |
|
Adjustments: |
|
|
|
|
|
|
Depreciation, depletion and amortization |
|
|
|
29,408 |
|
|
29,408 |
|
Interest expense |
|
|
|
24,495 |
|
|
27,727 |
|
Income tax (benefit) expense |
|
|
|
(89 |
) |
|
1,494 |
|
Adjustment to reflect share of EBITDAre of unconsolidated affiliates |
|
|
|
557 |
|
|
571 |
|
EBITDAre (a) |
|
|
|
$ |
45,732 |
|
|
$ |
63,584 |
|
Adjustments: |
|
|
|
|
|
|
Severance and reduction in workforce costs (b) |
|
|
|
11 |
|
|
— |
|
Terminated site operations cost (c) |
|
|
|
— |
|
|
(3 |
) |
Non-offering related IPO expenses (d) |
|
|
|
1,245 |
|
|
— |
|
Strategic alternative costs |
|
|
|
— |
|
|
842 |
|
Loss from partially owned entities |
|
|
|
139 |
|
|
27 |
|
(Gain) loss on foreign currency exchange |
|
|
|
(680 |
) |
|
2,773 |
|
Stock-based compensation expense |
|
|
|
4,518 |
|
|
587 |
|
Loss on debt extinguishment and modification |
|
|
|
21,385 |
|
|
171 |
|
Gain on real estate and other asset disposals |
|
|
|
(137 |
) |
|
(102 |
) |
Reduction in EBITDAre from partially owned entities |
|
|
|
(557 |
) |
|
(571 |
) |
Core EBITDA |
|
|
|
$ |
71,656 |
|
|
$ |
67,308 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Refers to EBITDA for Real Estate in accordance with the standards established by the
Board of Governors of NAREIT adopted in the first quarter of 2018. |
(b) |
|
Represents one-time severance from prior management team and reduction in workforce
costs associated with exiting or selling non-strategic warehouses. |
(c) |
|
Represents repair expenses incurred to return leased sites to their original physical
state at lease inception in connection with the termination of the applicable underlying lease. These terminations were part of
our strategic efforts to exit or sell non-strategic warehouses as opposed to ordinary course lease expirations. Repair and
maintenance expenses associated with our ordinary course operations are reflected as operating expenses on our statement of
operations. |
(d) |
|
Represents one-time costs and professional fees associated with becoming a public
company. |
|
|
|
|
Revenue and Contribution by Segment (Unaudited) |
(In thousands) |
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
2018 |
|
2017 |
Segment revenues: |
|
|
|
|
|
|
Warehouse |
|
|
|
$ |
286,517 |
|
|
$ |
275,807 |
|
Third-Party Managed |
|
|
|
63,876 |
|
|
58,367 |
|
Transportation |
|
|
|
38,345 |
|
|
36,181 |
|
Quarry |
|
|
|
2,403 |
|
|
2,559 |
|
Total revenues |
|
|
|
391,141 |
|
|
372,914 |
|
|
|
|
|
|
|
|
Segment contribution: |
|
|
|
|
|
|
Warehouse |
|
|
|
89,570 |
|
|
83,520 |
|
Third-Party Managed |
|
|
|
3,777 |
|
|
2,988 |
|
Transportation |
|
|
|
3,594 |
|
|
3,553 |
|
Quarry |
|
|
|
346 |
|
|
903 |
|
Total segment contribution |
|
|
|
97,287 |
|
|
90,964 |
|
|
|
|
|
|
|
|
Reconciling items: |
|
|
|
|
|
|
Depreciation, depletion, and amortization |
|
|
|
(29,408 |
) |
|
(29,408 |
) |
Selling, general and administrative |
|
|
|
(31,947 |
) |
|
(24,770 |
) |
Loss from partially owned entities |
|
|
|
(139 |
) |
|
(27 |
) |
Interest expense |
|
|
|
(24,495 |
) |
|
(27,727 |
) |
Interest income |
|
|
|
623 |
|
|
257 |
|
Loss on debt extinguishment and modification |
|
|
|
(21,385 |
) |
|
(171 |
) |
Foreign currency exchange gain (loss) |
|
|
|
680 |
|
|
(2,773 |
) |
Other income (expense), net |
|
|
|
56 |
|
|
(467 |
) |
(Loss) income before income tax |
|
|
|
$ |
(8,728 |
) |
|
$ |
5,878 |
|
|
|
|
|
|
|
|
|
|
|
|
We view and manage our business through three primary business segments—warehouse, third-party managed and transportation. Our
core business is our warehouse segment, where we provide temperature-controlled warehouse storage and related handling and other
warehouse services. In our warehouse segment, we collect rent and storage fees from customers to store their frozen and perishable
food and other products within our real estate portfolio. We also provide our customers with handling and other warehouse services
related to the products stored in our buildings that are designed to optimize their movement through the cold chain, such as the
placement of food products for storage and preservation, the retrieval of products from storage upon customer request, blast
freezing, case-picking, kitting and repackaging and other recurring handling services.
Under our third-party managed segment, we manage warehouses on behalf of third parties and provide warehouse management services
to several leading food retailers and manufacturers in customer-owned facilities, including some of our largest and
longest-standing customers. We believe using our third-party management services allows our customers to increase efficiency,
reduce costs, reduce supply-chain risks and focus on their core businesses. We also believe that providing third-party management
services to many of our key customers underscores our ability to offer a complete and integrated suite of services across the cold
chain.
In our transportation segment, we broker and manage transportation of frozen and perishable food and other products for our
customers. Our transportation services include consolidation services (i.e., consolidating a customer’s products with those
of other customers for more efficient shipment), freight under management services (i.e., arranging for and overseeing
transportation of customer inventory) and dedicated transportation services, each designed to improve efficiency and reduce
transportation and logistics costs to our customers. We provide these transportation services at cost plus a service fee or, in the
case of our consolidation services, we charge a fixed fee.
We also operate a limestone quarry on the land we own around our Carthage, Missouri warehouse, which contains substantial
limestone deposits. We do not view the operation of the quarry as an integral part of our business.
Notes and Definitions
We calculate funds from operations, or FFO, in accordance with the standards established by the Board of Governors of the
National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income or loss determined in accordance
with U.S. GAAP, excluding extraordinary items as defined under U.S. GAAP and gains or losses from sales of previously
depreciated operating real estate assets, plus specified non-cash items, such as real estate asset depreciation and amortization,
and after adjustments for unconsolidated partnerships and joint ventures. We believe that FFO is helpful to investors as a
supplemental performance measure because it excludes the effect of depreciation, amortization and gains or losses from sales of
real estate, all of which are based on historical costs, which implicitly assumes that the value of real estate diminishes
predictably over time. Since real estate values instead have historically risen or fallen with market conditions, FFO can
facilitate comparisons of operating performance between periods and among other equity REITs.
We calculate core funds from operations, or Core FFO, as FFO adjusted for the effects of gain or loss on the sale of non-real
estate assets, non-offering related IPO expenses, stock-based compensation expense for the IPO retention grants, severance and
reduction in workforce costs, acquisition, diligence and other pursuit costs, loss on debt extinguishment and modification, and
foreign currency exchange gain or loss. We believe that Core FFO is helpful to investors as a supplemental performance measure
because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate
to our core business operations. We believe Core FFO can facilitate comparisons of operating performance between periods, while
also providing a more meaningful predictor of future earnings potential.
However, because FFO and Core FFO add back real estate depreciation and amortization and do not capture the level of recurring
maintenance capital expenditures necessary to maintain the operating performance of our properties, both of which have material
economic impacts on our results from operations, we believe the utility of FFO and Core FFO as a measure of our performance may be
limited.
We calculate adjusted funds from operations, or Adjusted FFO, as Core FFO adjusted for the effects of amortization of loan
costs, debt discounts and above or below market leases, straight-line rent, provision or benefit from deferred income taxes,
stock-based compensation expense from grants of stock options and restricted stock units under our equity incentive plans, non-real
estate depreciation, depletion or amortization (including in respect of the China JV), and recurring maintenance capital
expenditures. We believe that Adjusted FFO is helpful to investors as a meaningful supplemental comparative performance measure of
our ability to make incremental capital investments in our business and to assess our ability to fund distribution requirements
from our operating activities.
FFO, Core FFO and Adjusted FFO are used by management, investors and industry analysts as supplemental measures of operating
performance of equity REITs. FFO, Core FFO and Adjusted FFO should be evaluated along with U.S. GAAP net income and net income
per diluted share (the most directly comparable U.S. GAAP measures) in evaluating our operating performance. FFO, Core FFO and
Adjusted FFO do not represent net income or cash flows from operating activities in accordance with U.S. GAAP and are not
indicative of our results of operations or cash flows from operating activities as disclosed in our consolidated statements of
operations included in our quarterly report on Form 10-Q. FFO, Core FFO and Adjusted FFO should be considered as supplements, but
not alternatives, to our net income or cash flows from operating activities as indicators of our operating performance. Moreover,
other REITs may not calculate FFO in accordance with the NAREIT definition or may interpret the NAREIT definition differently than
we do. Accordingly, our FFO may not be comparable to FFO as calculated by other REITs. In addition, there is no industry definition
of Core FFO or Adjusted FFO and, as a result, other REITs may also calculate Core FFO or Adjusted FFO, or other similarly-captioned
metrics, in a manner different than we do. The table above reconciles FFO, Core FFO and Adjusted FFO to net income, which is the
most directly comparable financial measure calculated in accordance with U.S. GAAP.
We calculate EBITDA for Real Estate, or EBITDAre, in accordance with the standards established by the Board of Governors of
NAREIT, defined as, earnings before interest expense, taxes, depreciation, depletion and amortization, gains or losses on
disposition of depreciated property, including gains or losses on change of control, impairment write-downs of depreciated property
and of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the affiliate, and
adjustment to reflect share of EBITDAre of unconsolidated affiliates. EBITDAre is a measure commonly used in our industry, and we
present EBITDAre to enhance investor understanding of our operating performance. We believe that EBITDAre provides investors and
analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and useful
life of related assets among otherwise comparable companies.
We also calculate our Core EBITDA as EBITDAre further adjusted for impairment charges on intangible and long-lived assets, gain
or loss on depreciable real property asset disposals, severance and reduction in workforce costs, non-offering related IPO
expenses, loss on debt extinguishment and modification, stock-based compensation expense, foreign currency exchange gain or loss,
loss on partially owned entities, and reduction in EBITDAre from partially owned entities. We believe that the presentation of Core
EBITDA provides a measurement of our operations that is meaningful to investors because it excludes the effects of certain items
that are otherwise included in EBITDAre but which we do not believe are indicative of our core business operations. EBITDAre and
Core EBITDA are not measurements of financial performance under U.S. GAAP, and our EBITDAre and Core EBITDA may not be
comparable to similarly titled measures of other companies. You should not consider our EBITDAre and Core EBITDA as alternatives to
net income or cash flows from operating activities determined in accordance with U.S. GAAP. Our calculations of EBITDAre and
Core EBITDA have limitations as analytical tools, including:
- these measures do not reflect our historical or future cash requirements for recurring maintenance
capital expenditures or growth and expansion capital expenditures;
- these measures do not reflect changes in, or cash requirements for, our working capital needs;
- these measures do not reflect the interest expense, or the cash requirements necessary to service
interest or principal payments, on our indebtedness;
- these measures do not reflect our tax expense or the cash requirements to pay our taxes; and
- although depreciation, depletion and amortization are non-cash charges, the assets being depreciated,
depleted and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements for
such replacements.
We use EBITDAre and Core EBITDA as measures of our operating performance and not as measures of liquidity. The tables on page 10
an 11 reconcile EBITDA, EBITDAre and Core EBITDA to net income, which is the most directly comparable financial measure calculated
in accordance with U.S. GAAP.
Americold Realty Trust
Investor Relations
Telephone: 678-459-1959
investor.relations@americold.com
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