- 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.
First Quarter 2018 Highlights
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.
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.
The tables below summarize the first quarter 2018 Global Warehouse full
segment and same store metrics compared to the same period a year ago:
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
Investor Webcast and Conference Call
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.
About the Company
Non-GAAP Financial Measures
Forward-Looking Statements
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 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.
"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.
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
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.
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."
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
%
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%.
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 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.
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.
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.
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
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 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.