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Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
iYes
x
No
¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit such files).
iYes
x
No
¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
x
iLarge accelerated filer
☐
Accelerated filer
☐
Non-accelerated
filer
i☐
Smaller reporting company
i☐
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Yes
¨
No
¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934)
Yes
i☐
No
x
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
iCommon
Shares of Beneficial Interest, $0.01 par value per share
iCOLD
iNew York Stock Exchange
(NYSE)
Indicate the number of
shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
This Quarterly Report on Form 10-Q 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 the following:
•uncertainties
and risks related to public health crises, including the ongoing COVID-19 pandemic;
•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;
•acquisition risks, including the failure to identify or complete attractive acquisitions or the failure of acquisitions to perform in accordance with projections and to realize anticipated cost savings and revenue improvements;
•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;
•risks related to expansions of existing properties and developments of new properties, including failure to meet budgeted or stabilized returns within expected time frames, or at all, in respect thereof;
•a failure of our information technology systems, cybersecurity attacks or a breach of our information security systems, networks or processes could cause business disruptions or loss of confidential information;
•risks related to privacy and data security concerns, and data collection and transfer restrictions and related foreign regulations;
•uncertainty of revenues,
given the nature of our customer contracts;
•defaults or non-renewals of significant customer contracts, including as a result of the ongoing COVID-19 pandemic;
•increased interest rates and operating costs, including as a result of the ongoing COVID-19 pandemic;
•our failure to obtain necessary outside financing;
•risks related to, or restrictions contained in, our debt financings;
•decreased storage rates or increased vacancy rates;
•risks
related to current and potential international operations and properties;
•difficulties in expanding our operations into new markets, including international markets;
•risks related to the partial ownership of properties, including as a result of our lack of control over such investments and the failure of such entities to perform in accordance with projections;
•our failure to maintain our status as a REIT;
•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 applicable governmental regulations and tax legislation, including in the international markets;
•additional risks with respect to the addition of European operations and properties;
•changes in real estate and zoning laws and increases in real property tax rates;
•our relationship with our employees, the occurrence of any work stoppages or any disputes under our collective bargaining agreements and employment related litigation;
•liabilities as a result of our participation in multi-employer pension plans;
•losses in excess of our insurance coverage;
•the potential liabilities, costs and regulatory impacts associated with our in-house trucking services and the potential disruptions associated with our use of third-party trucking service providers to provide transportation services to our customers;
•the cost and time requirements as a result of
our operation as a publicly traded REIT;
•changes in foreign currency exchange rates;
•the impact of anti-takeover provisions in our constituent documents and under Maryland law, which could make an acquisition of us more difficult, limit attempts by our shareholders to replace our trustees and affect the price of our common shares of beneficial interest, $0.01 par value per share, or our common shares;
•the potential dilutive effect of our common share offerings; and
•risks related to any forward sale agreement, including the 2018 forward sale agreement, the 2020 ATM forward sale agreements and the 2020 forward sale agreements, or, collectively, our forward sale agreements, including substantial
dilution to our earnings per share or substantial cash payment obligations.
The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in other sections of this Quarterly Report on Form 10-Q. 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 Quarterly Report on Form 10-Q include, among others, statements about our expected acquisitions and 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, 2020, 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.
As
used in this report, unless the context otherwise requires, references to “we,”“us,”“our,”“our Company” and “the Company” refer to Americold Realty Trust, a Maryland real estate investment trust, and its consolidated subsidiaries, including Americold Realty Operating Partnership, L.P., a Delaware limited partnership and the subsidiary through which we conduct our business, which we refer to as “our Operating Partnership” or “the Operating Partnership.”
In addition, unless otherwise stated herein, when we refer to “cubic feet” in one of our temperature-controlled facilities,
we refer to refrigerated cubic feet (as opposed to total cubic feet, refrigerated and otherwise) therein.
Mortgage
notes, senior unsecured notes and term loans – net of unamortized deferred financing costs of $i12,474and $i15,952,
in the aggregate, at March 31, 2021 and December 31, 2020, respectively
i2,416,228
i2,648,266
Sale-leaseback
financing obligations
i181,951
i185,060
Financing
lease obligations
i124,434
i125,926
Operating
lease obligations
i282,226
i269,147
Unearned
revenue
i18,957
i19,209
Pension
and postretirement benefits
i8,980
i9,145
Deferred
tax liability – net
i221,922
i220,502
Multi-employer
pension plan withdrawal liability
i8,441
i8,528
Total
liabilities
i3,831,801
i4,038,330
Commitments
and contingencies (Note 15)
Equity
Shareholders’ equity:
Common shares of beneficial interest, $ii0.01/
par value – i500,000,000 and i325,000,000 authorized shares;ii252,519,518/and ii251,702,603/ shares issued and
outstanding at March 31, 2021 and December 31, 2020, respectively
i2,525
i2,517
Paid-in
capital
i4,681,809
i4,687,823
Accumulated
deficit and distributions in excess of net earnings
(i965,844)
(i895,521)
Accumulated
other comprehensive loss
(i13,659)
(i4,379)
Total
shareholders’ equity
i3,704,831
i3,790,440
Noncontrolling
interests:
Noncontrolling interests in operating partnership and consolidated joint venture
i3,376
i2,381
Total
equity
i3,708,207
i3,792,821
Total
liabilities and equity
$
i7,540,008
$
i7,831,151
See
accompanying notes to condensed consolidated financial statements.
Americold Realty Trust, together with its subsidiaries (ART, the Company, or
we), is a real estate investment trust (REIT) organized under Maryland law. The Company is the world’s largest publicly traded REIT focused on the ownership, operation and development of temperature-controlled warehouses. The Company is organized as a self-administered and self-managed REIT with proven operating, acquisition and development experience. As of March 31, 2021, we operated a global network of i242
temperature-controlled warehouses encompassing over i1.4 billion cubic feet, with i198 warehouses in North America, i26
in Europe, i15 warehouses in Asia-Pacific, and three warehouses in South America. In addition, we hold itwo minority interests in Brazilian-based joint ventures, one with
SuperFrio, which owns or operates i27 temperature-controlled warehouses and one with Comfrio, which owns or operates i23 temperature-controlled warehouses.
During 2010, the
Company formed a Delaware limited partnership, Americold Realty Operating Partnership, L.P. (the Operating Partnership), and transferred substantially all of its interests in entities and associated assets and liabilities to the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT or an UPREIT structure. The REIT is the sole general partner of the Operating Partnership, owning approximately i99% of the
partnership interests as of March 31, 2021. Americold Realty Operations, Inc., a Delaware corporation and a wholly-owned subsidiary of the REIT, is a limited partner of the Operating Partnership, owning less than i1% of the partnership interests as of March 31, 2021. Additionally, the aggregate partnership interests of all other limited partners
was less than i1% as of March 31, 2021. As the sole general partner of the Operating Partnership, the REIT has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership. The limited partners of the Operating Partnership do not have rights to replace Americold Realty Trust as the general partner nor do they have participating
rights, although they do have certain protective rights. The terms “Americold,” the “Company,”“we,”“our” and “us” refer to Americold Realty Trust and all of its consolidated subsidiaries, including the Operating Partnership.
The Company grants Operating Partnership Profit Units (OP Units) to certain members of the Board of Trustees and certain members of management of the Company, which are described further in Note 11. Upon vesting these units represent interests in the Operating Partnership that are not owned by Americold Realty Trust.
On March
22, 2021, the Company filed Articles of Amendment to the Company’s Amended and Restated Declaration of Trust with the State Department of Assessments and Taxation of Maryland to increase the number of authorized common shares of beneficial interest, $i0.01 par value per share, from i325,000,000
to i500,000,000. The Articles of Amendment were effective upon filing. The Company also has ii25,000,000/
authorized preferred shares of beneficial interest, $ii0.01/
par value per share; however, iiiinone///
are issued or outstanding as of March 31, 2021 or December 31, 2020.
The Operating Partnership includes numerous disregarded entities (“DRE”). Additionally, the Operating Partnership conducts various business activities in North America, Europe, Asia-Pacific and South America through several wholly-owned taxable REIT subsidiaries (TRSs).
Notes to Condensed Consolidated Financial Statements - (Unaudited)
Recent Capital Markets Activity
At the Market (ATM) Equity Program
On April 16, 2020, the Company entered into an equity distribution agreement pursuant to which we may sell, from time to time, up to an aggregate sales price of $i500.0 million
of our common shares through an ATM Equity Program (“the 2020 ATM Equity Program”). Sales of our common shares made pursuant to the 2020 ATM Equity Program may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable Agent and us. Sales may also be made on a forward basis pursuant to separate forward sale agreements. We intend to use the net proceeds from sales of our common shares pursuant to the 2020 ATM Equity Program for general corporate purposes, which may include funding acquisitions and development projects.
During the year ended December 31, 2020, there were i7,440,532
common shares sold under the 2020 ATM Equity Program, resulting in gross proceeds of $i272.6 million. Included in the shares sold under the 2020 ATM Equity Program were forward sale agreements in connection with the 2020 ATM Equity Program to sell i4,346,101
common shares for gross proceeds of $i162.2 million. During the year ended December 31, 2020, the Company settled i5,011,428
common shares for gross proceeds of $i183.0 million under this ATM equity program. Pursuant to the respective forward sale agreements, the remaining i2,428,604
of shares must be settled by September 1, 2021 for gross proceeds of $i89.6 million. There was no activity under the 2020 ATM Equity Program during the first quarter of 2021.
After considering the common shares issued during 2020 and the shares subject to the forward sale agreements, the Company had approximately $i227.4 million
of availability remaining for distribution under the 2020 ATM Equity Program as of March 31, 2021.
Universal Shelf Registration Statement
In connection with filing the ATM Equity Offering Sales Agreement on April 16, 2020, the Company and the Operating Partnership filed with the SEC an automatic shelf registration statement on Form S-3 (Registration Nos. 333-237704 and 333-237704-01) (the “Registration Statement”), registering an indeterminate amount of (i) the
Company’s common shares of beneficial interest, $i0.01 par value per share, (ii) the Company’s preferred shares of beneficial interest, $i0.01
par value per share, (iii) depositary shares representing entitlement to all rights and preferences of fractions of the Company’s preferred shares of a specified series and represented by depositary receipts, (iv) warrants to purchase the Company’s common shares or preferred shares or depositary shares and (v) debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company.
Acquisitions and Investments in Joint Ventures
On March 1, 2021, the Company
acquired Liberty Freezers for Canadian Dollars of C$i55.0 million, or $i43.5 million USD, based
on the spot rate on the date of the transaction. The acquisition was funded using funds drawn on our 2020 Senior Unsecured Revolving Credit Facility.
On December 30, 2020, the Company completed the acquisition of privately-held Agro from an investor group led by funds managed by Oaktree Capital Management, L.P. (Oaktree) for consideration of $i1.59 billion,
including cash received of $i47.5 million. This was comprised of cash consideration totaling $i1.08 billion,
of which $i49.7 million was deferred, and the issuance of i14,166,667
common shares of beneficial interest to Oaktree and Agro management, with a fair value of $i512.1 million based upon the closing share price on December 29,
Notes to Condensed Consolidated Financial Statements - (Unaudited)
2020 of $i36.15. Financing lease and sale-leaseback obligations associated with the acquisition totaled $i119.9 million
and when added to the total consideration transferred brings the total transaction cost to approximately $i1.7 billion.
On November 2, 2020, the Company acquired Hall’s Warehouse Corporation (Hall’s) for $i489.2 million.
The acquisition was funded using proceeds from our 2020 ATM equity forward sale agreements combined with funds drawn on our 2020 Senior Unsecured Revolving Credit Facility.
On August 31, 2020, the Company acquired AM-C Warehouses (AM-C) for approximately $i82.7 million. The acquisition was funded using cash on hand.
On
August 31, 2020, the Company acquired Caspers Cold Storage (Caspers) for $i25.6 million. The acquisition was funded using cash on hand.
On March 6, 2020, the Company acquired a i14.99%
ownership interest in Superfrio Armazéns Gerais S.A. (SuperFrio) for Brazil Reals of R$i117.8, or approximately USD $i25.7 million, inclusive
of certain legal fees. The investment was funded using cash on hand.
On January 2, 2020, the Company completed the purchase of all outstanding membership interests of Newport Cold for cash consideration of $i57.7 million. The acquisition was funded using cash on hand.
On January
2, 2020, the Company completed the purchase of all outstanding shares of Nova Cold for C$i338.7 million ($i260.6 million
USD). The acquisition was funded utilizing proceeds from the settlement of our April 2019 forward sale agreement combined with cash drawn on our 2018 Senior Unsecured Revolving Credit Facility and cash on hand.
Basis of Presentation and Principles of Consolidation
iThe accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP) for interim financial information, and with the rules and regulations of the SEC.iThese
unaudited condensed consolidated financial statements do not include all disclosures associated with the Company’s consolidated annual financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020, and, accordingly, should be read in conjunction with the referenced annual report. In the opinion of management, all adjustments (all of which are normal and recurring in nature) considered necessary for a fair presentation have been included. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries where the
Company exerts control. Investments in which the Company does not have control, and is not considered to be the primary beneficiary of a Variable Interest Entity (VIE), but where the Company exercises significant influence over the operating and financial policies of the investee, are accounted for using the equity method of accounting. Intercompany balances and transactions have been eliminated. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year.
Use of Estimates
iThe
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.
Notes to Condensed Consolidated Financial Statements
- (Unaudited)
Significant Risks and Uncertainties
i
The COVID-19 pandemic has caused, and is likely to continue to cause severe economic, market and other disruptions worldwide, which could lead to material impairments of our assets, increases in our allowance for credit losses and changes in judgments in determining the fair value of our assets. Conditions in the bank lending, capital and other financial markets may deteriorate, and our access to capital and other sources of funding may become constrained or more costly,
which could materially and adversely affect the availability and terms of future borrowings, renewals, re-financings and other capital raises.
The Company is closely monitoring the impact of the ongoing COVID-19 pandemic on all aspects of its business in all geographies, including how it will impact its customers and business partners. While the Company did not incur significant disruptions during the three months ended March 31, 2021 or 2020 from the COVID-19 pandemic, it continues to experience lower than usual occupancy and throughput volume due to supply chain disruption that has not returned to normal levels experienced prior to COVID, and continues to incur elevated labor related costs and incremental
health and safety supplies costs but otherwise is unable to further predict the impact that the COVID-19 pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties.
The extent to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with any degree of confidence, including the scope, severity, duration and geographies of the outbreak, the actions taken to contain the COVID-19 pandemic or mitigate its impact as requested or mandated by governmental authorities or otherwise voluntarily taken by individuals or businesses, and the direct and indirect economic effects of the illness and containment measures, among others. As a result, we cannot at this time predict the impact of the COVID-19 pandemic, but it could have a material adverse effect on our business, financial condition, liquidity, results of
operations and prospects.
2. iSummary of Significant Accounting Policies
The following disclosure regarding certain of our significant accounting policies should be read in conjunction with Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31,
2020, which provides additional information with regard to the accounting policies set forth herein and other significant accounting policies.
Impairment of Long-Lived Assets
iThere were iino/
impairment charges recorded during the three months ended March 31, 2021 or 2020./
Capitalization of Costs
i
Project costs that are clearly associated with the development of properties are capitalized as incurred. Project costs include all costs directly associated
with the development of a property, including construction costs, interest, and costs of personnel working on the project. Costs that do not clearly relate to the projects under development are not capitalized and are charged to expense as incurred.
Capitalization of costs begins when the activities necessary to get the development project ready for its intended use commence, which include costs incurred before the beginning of construction. Capitalization of costs ceases when the development project is substantially complete and ready for its intended use. Determining when a development project commences and when it is substantially complete and ready for its intended use involves a
Notes to Condensed Consolidated Financial Statements - (Unaudited)
degree of judgment. We generally consider a development project to be substantially complete and ready for its intended use upon receipt of a certificate of occupancy. If and when development of a property is suspended pursuant to a formal change in the planned use of the property, we will evaluate whether the accumulated costs exceed the estimated value of the project and write off the amount of any such excess accumulated costs. For a development project that is suspended for reasons other than a formal change in the planned use of such property, the accumulated project costs are written off. Capitalized costs are allocated
to the specific components of a project that are benefited.
We capitalized interest of $i2.2 million and $i0.8 million for the three
months ended March 31, 2021 and 2020, respectively. During the three months ended March 31, 2021 and 2020, we capitalized amounts relating to compensation and travel expense of employees direct and incremental to development of properties of approximately $i0.4 million and $i0.1
million, respectively.
Business Combinations
i
For business combinations, the excess of purchase price over the net fair value of assets acquired and liabilities assumed is recorded as goodwill. In an asset acquisition where we have determined that the cost incurred differs from the fair value of the net assets acquired, we assess whether we have appropriately determined the fair value of the assets and liabilities acquired and we also confirm that all identifiable
assets have been appropriately identified and recognized. After completing this assessment, we allocate the difference on a relative fair value basis to all assets acquired except for financial assets (as defined in ASC 860, Transfers and Servicing), deferred taxes, and assets defined as “current” (as defined in ASC 210, Balance Sheet).
Whether the acquired business is being accounted for as a business combination or an asset acquisition, the determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques. Significant judgment is involved specifically in determining the estimated fair value of the acquired land and buildings and improvements and intangible assets. For intangible assets, we typically use the excess earnings method. Significant estimates used in valuing
intangible assets acquired in a business combination include, but are not limited to, revenue growth rates, customer attrition rates, operating costs and margins, capital expenditures, tax rates, long-term growth rates and discount rates. For land and buildings and improvements, we used a combination of methods including the cost approach to value buildings and improvements and the sales comparison approach to value the underlying land. Significant estimates used in valuing land and buildings and improvements acquired in a business combination include, but are not limited to estimates of indirect costs and entrepreneurial profit, which were added to the replacement cost of the acquired assets in order to estimate their fair value in the market.
Refer to Note 3 for the disclosures related to recent acquisitions accounted for as a business combination.
Recently Adopted Accounting
Standards
i
Defined Benefit Plans
Effective January 1, 2021, we adopted ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans on a retrospective basis. This update amends ASC 715 to remove disclosures that are no longer considered cost
beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant to defined benefit pension and other postretirement plans. The ASU’s changes related to disclosures are part of the FASB’s disclosure framework project. Adoption of the new standard did not have a material impact on the condensed consolidated financial statements.
Notes to Condensed Consolidated Financial Statements
- (Unaudited)
Simplifying the Accounting for Income Taxes
Effective January 1, 2021 we adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). This ASU is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. We adopted this standard effective January 1, 2021. The adoption of this standard did not have an impact on the condensed consolidated financial statements.
Investments - equity securities; Investments—Equity Method
and Joint Ventures; Derivatives and Hedging
Effective January 1, 2021 we adopted ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815). The amendments in this ASU clarify the interaction between the accounting for investments in equity securities, equity method investments and certain derivatives instruments. The ASU is expected to reduce diversity in practice and increase comparability of the accounting for these interactions. The adoption of this ASU did not have an impact on the condensed consolidated financial statements.
Future Adoption of Accounting Standards
Reference Rate Reform
In
March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848). This ASU contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company has certain borrowings which are currently indexed to LIBOR. In March 2021, the administrator of LIBOR announced that the publication of LIBOR will cease for all GBP, EUR, CHF and JPY LIBOR settings and the one-week and two-month USD LIBOR settings immediately after December 31, 2021. It will stop publishing all remaining USD LIBOR settings (i.e. the overnight
and the one-, three-, six- and 12-month settings) based on bank submissions immediately after June 30, 2023. The Company intends to apply the FASB’s optional expedients, when available, as it transitions to SOFR for its borrowings currently indexed to LIBOR. Accordingly, we do not believe that the transition to SOFR will have a material impact on the condensed consolidated financial statements.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
3. iBusiness Combinations
Acquisitions Completed During the Quarter Ended March 31, 2021
Acquisition of Liberty Freezers
The
Company completed the acquisition of Liberty Freezers on March 1, 2021 for total consideration of C$i55.0 million, or $i43.5 million,
including cash received of C$i1.9 million, or $i1.5 million based on the exchange rate between the CAD and USD on the closing date of the transaction. The acquisition
accounting related to the consideration transferred primarily included the preliminary fair values of the assets acquired and liabilities assumed including $i2.9 million of land, $i12.7 million
of buildings and improvements, $i7.9 million of machinery and equipment, $i14.1 million of goodwill,
$i7.1 million of a customer relationship intangible asset, $i28.7 million
of operating right-of-use assets adjusted to reflect the favorable terms of the lease when compared with market terms, and $i9.0 million of deferred tax liabilities, all of which are allocated to the Warehouse segment. The customer relationship asset has been preliminarily assigned a useful life of i25
years and is being amortized on a straight-line basis. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including the expanded presence in the Canadian market and leveraging integration experience to drive synergies.
The acquisition was completed through the acquisition of stock in Canada; as a result, no tax basis in goodwill exists for Canadian tax purposes. Deferred taxes may not be recorded for deductible goodwill unless the tax basis exceeds the book basis; therefore, the Company recorded no deferred taxes for tax deductible goodwill for Canadian tax purposes. Deductible goodwill exists for U.S. federal income tax purposes and will be available to reduce taxable income at the REIT, including any Global Intangible Low-Taxed Income (“GILTI”) inclusion associated with the foreign TRS
in Canada. The preliminary acquisition accounting is based upon the Company’s estimates of fair value. The estimated fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. We have included the financial results of the acquired operations in our Warehouse segment since the date of the acquisition. We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. We will continue to evaluate these items until they are satisfactorily resolved and adjust our acquisition accounting accordingly, within
the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.
Acquisitions Completed During 2020
Acquisition of Nova Cold
The Company completed the acquisition of privately-held Nova Cold on January 2, 2020 for total consideration of approximately C$i338.7 million,
including cash received of C$i1.3 million, or $i260.6 million USD including cash received of $i1.0 million.
The acquisition accounting related to the consideration transferred primarily included $i34.8 million of land, $i106.1 million
of buildings and improvements, $i30.6 million of machinery and equipment, $i64.6 million of goodwill,
$i53.9 million of a customer relationship intangible asset and $i33.0 million
of deferred tax liabilities, all of which were allocated to the Warehouse segment. The customer relationship asset has been assigned a useful life of i25 years and is being amortized on a straight-line basis. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including the expanded presence in the Canadian market and leveraging integration experience to drive synergies.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
The Nova Cold acquisition was completed through the acquisition of stock in Canada; as a result, no tax basis in goodwill exists for Canadian tax purposes. Deferred taxes may not be recorded for deductible goodwill unless the tax basis exceeds the book basis; therefore, the Company recorded no deferred taxes for tax deductible goodwill for Canadian tax purposes. Deductible goodwill exists for U.S. federal income tax purposes and will be available to reduce taxable income at the REIT, including any Global Intangible Low-Taxed Income
(“GILTI”) inclusion associated with the foreign TRS acquired. The acquisition accounting was finalized within one year from the date of acquisition and is reflected within the Consolidated Financial Statements for the year ended December 31, 2020. We have included the financial results of the acquired operations in our Warehouse segment since the date of the acquisition.
Acquisition of Newport
The Company completed the acquisition of privately-held Newport on January 2, 2020 for total cash consideration of $i57.7 million,
including cash received of $i1.0 million. The acquisition accounting related to the consideration transferred primarily included $i30.2 million
of property, buildings and equipment, $i18.7 million of a customer relationship asset and $i7.1 million
of goodwill, each of which are allocated to the Warehouse segment. The customer relationship intangible asset has been assigned a useful life of i25 years and is being amortized on a straight-line basis. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including the expanded presence in the Minneapolis-St. Paul market and leveraging integration experience to drive synergies.
The Newport acquisition was completed through the acquisition of all of the membership interests of
certain limited liability companies; the acquisition of all the membership interests allowed a portion of the goodwill recorded to be deductible for federal income tax purposes. Deferred taxes may not be recorded for deductible goodwill unless the tax basis exceeds the book basis; therefore, the Company recorded no deferred taxes for tax deductible goodwill as a result. Deductible goodwill will be available to reduce taxable income at the REIT. The acquisition accounting was finalized within one year from the date of acquisition. We have included the financial results of the acquired operations in our Warehouse segment since the date of the acquisition. The adjustments recorded during the measurement period did not have a significant impact on our Consolidated Financial Statements for the year ended December 31, 2020.
Acquisition
of AM-C Warehouses
The Company completed the acquisition of privately-held AM-C Warehouses on August 31, 2020 for total cash consideration of $i82.7 million. The preliminary acquisition accounting related to the consideration transferred primarily included $i53.2 million
of property, buildings and equipment, $i19.7 million of a customer relationship asset and $i10.7 million
of goodwill, each of which are allocated to the Warehouse segment. The customer relationship intangible asset has been assigned a useful life of i25 years and is being amortized on a straight-line basis. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including the expanded presence in the Dallas - Fort Worth market and expanding the Company’s relationship with a leading global protein producer. The goodwill recorded is primarily attributable
to the strategic benefits of the acquisition including the expanded presence in the Dallas - Fort Worth market.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
The AM-C acquisition was completed through the acquisition of substantially all of the assets from the seller and the acquisition allowed goodwill recorded to be deductible for federal income tax purposes. Deferred
taxes may not be recorded for deductible goodwill unless the tax basis exceeds the book basis; therefore, the Company recorded no deferred taxes for tax deductible goodwill as a result. Deductible goodwill will be available to reduce taxable income at the REIT. As the valuation of certain assets and liabilities for purposes of purchase price allocations are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances regarding these assets and liabilities that existed at the acquisition date. Any adjustments to our estimates of acquisition accounting will be made in the periods in which the adjustments are determined and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. The preliminary acquisition accounting will be finalized within one year
from the date of acquisition. We have included the financial results of the acquired operations in our Warehouse segment since the date of the acquisition. We have included the financial results of the acquired operations in our Warehouse segment since the date of the acquisition. The adjustments recorded during the measurement period did not have a significant impact on our Condensed Consolidated Financial Statements for the quarter ended March 31, 2021.
Acquisition of Hall’s Warehouses
The Company completed the acquisition of Hall’s Warehouses on November 2, 2020 for total cash consideration of $i489.2 million,
including cash received of $i7.9 million. iA summary of the preliminary fair values
of the assets acquired and liabilities assumed is as follows (in thousands):
Amounts Recognized as of the Acquisition Date
Assets
Land
$
i29,352
Buildings
and improvements
i239,708
Machinery and equipment
i63,596
Operating
lease right-of-use assets
i26,400
Cash
and cash equivalents
i7,894
Accounts receivable
i11,894
Goodwill
i42,737
Acquired
identifiable intangibles:
Customer relationships
i102,732
Other
assets
i303
Total assets
i524,616
Liabilities
Accounts
payable and accrued expenses
i4,006
Operating
lease obligations
i26,400
Deferred
tax liability
i5,012
Total liabilities
i35,418
Total
consideration for the Hall’s acquisition
$
i489,198
The preliminary acquisition accounting is based upon the Company’s
estimates of fair value. The estimated fair
Notes to Condensed Consolidated Financial Statements - (Unaudited)
values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management, including the books and records of Hall’s. Our estimates and assumptions
are subject to change during the measurement period, not to exceed one year from the acquisition date. The primary areas of the preliminary acquisition accounting that are not yet finalized relate to the following: (i) finalizing the review and valuation of land, land improvements, building and machinery and equipment (including the models, key assumptions, estimates and inputs used) and assignment of remaining useful lives associated with the depreciable assets, (ii) finalizing the review and valuation of customer related intangible assets (including key assumptions, inputs and estimates), (iii) finalizing the valuation of certain in-place contracts or contractual relationships (including but not limited to leases), including determining the appropriate amortization period, (iv) finalizing our review of certain assets acquired and liabilities assumed, (v) finalizing the evaluation
and valuation of certain legal matters and/or other loss contingencies, including those that we may not yet be aware of but meet the requirement to quality as a pre-acquisition contingency, and (vi) finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities. As the initial acquisition accounting is based on our preliminary assessments, actual values may differ (possibly materially) when final information becomes available that differs from our current estimates. Additionally, the total consideration transferred is subject to certain post-close adjustments. We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed, and remains unchanged from the values assigned as of December 31, 2020. We will continue to evaluate these items until they are satisfactorily resolved and adjust
our acquisition accounting accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.
The customer relationship intangible asset has been assigned a preliminary useful life of i25 years and will be amortized on a straight-line basis. The goodwill recorded is primarily attributable to the strategic benefits of the acquisition including the expanded presence in the New Jersey market. We have included the financial results of the acquired operations
in our Warehouse and Transportation segments since the date of the acquisition. This transaction will allow us to grow our market share with key customers while diversifying our overall customer base. All of the acquired facilities are located within 15 miles of each other and 30 miles of Newark Port. The Hall’s acquisition was completed through the acquisition of the outstanding stock of certain Hall’s entities and the direct purchase of real estate assets from the sellers. The acquisition allowed a portion of the goodwill recorded to be deductible for federal income tax purposes. Deductible goodwill will be available to reduce taxable income at both the REIT and potentially the domestic TRS.
Acquisition of Agro
The Company completed the acquisition of Agro on December
30, 2020 for total consideration of $i1.59 billion, including cash received of $i47.5 million. This was comprised of cash consideration totaling $i1.08 billion,
of which $i49.7 million was deferred, and the issuance of i14,166,667
common shares of beneficial interest to Oaktree, with a fair value of $i512.1 million based upon the closing share price on December 29, 2020 of $i36.15.
Financing lease and sale-leaseback obligations associated with the acquisition totaled $i119.9 million, as indicated in the table below, and when added to the total consideration transferred brings the total transaction cost to approximately $i1.7 billion.
A summary of the preliminary fair values of the assets acquired and liabilities assumed is as follows (in thousands):
Notes to Condensed Consolidated Financial Statements - (Unaudited)
The fair values of the assets acquired and liabilities assumed and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as other information compiled by management, including information from prior valuations of similar entities and the books and records of Agro. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. The primary areas of the acquisition accounting that are not yet finalized relate to the following: (i) finalizing the review and valuation of land, land improvements, building
and machinery and equipment (including the models, key assumptions, estimates and inputs used) and assignment of remaining useful lives associated with the depreciable assets, (ii) finalizing the review and valuation of customer related intangible assets (including key assumptions, inputs and estimates), (iii) finalizing our review of certain assets acquired and liabilities assumed, (iv) finalizing the valuation of certain in-place contracts or contractual relationships (including but not limited to leases), including determining the appropriate amortization period, (v) finalizing the evaluation and valuation of certain legal matters and/or other loss contingencies, including those that we may not yet be aware of but meet the requirement to quality as a pre-acquisition contingency, and (vi) finalizing our estimate of the impact of acquisition accounting on deferred income taxes
or liabilities. To the extent possible, estimates or amounts recorded in Agro’s books have been considered and recorded, as appropriate, for the items above based on the information available as of December 31, 2020. As the initial acquisition accounting is based on our preliminary assessments, actual values may differ (possibly materially) when final information becomes available. We believe that the information gathered to date provides a reasonable basis for estimating the preliminary fair values of assets acquired and liabilities assumed. We will continue to evaluate these items until they are satisfactorily resolved and adjust our acquisition accounting accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.
As shown above, the
Company recorded approximately $i347.4 million of goodwill related to the Agro Acquisition. There are several strategic benefits of the acquisition. It allows the Company to establish a strategic footprint in Europe, which enhances its ability to serve their multinational customers on a global scale. It also adds depth to the existing networks in North America, Australia and South America. Additionally, the portfolio comes with significant growth opportunities through potential future acquisitions, given Europe's fragmented temperature
controlled storage industry. These factors contributed to the goodwill that was recorded upon consummation of the transaction. The Agro Acquisition was completed through the acquisition of stock of various Agro entities in the U.S. and foreign jurisdictions; as a result, no tax basis exists in each of these jurisdictions for tax purposes, except for minimal tax basis that existed prior to the acquisition. We expect that the goodwill will be assigned to the Warehouse and Transportation segments during the measurement period. The Company’s deemed asset elections for the foreign operations under IRC section 338 will reduce the US income taxability of future foreign profits under the GILTI regime.
Also shown above, in connection with the Agro Acquisition the
Company recorded an intangible asset of approximately $i333.5 million for customer relationships which has been assigned a preliminary useful life of i25
years and will be amortized on a straight-line basis. Based on the discussion under goodwill above, the Agro Acquisition resulted in federal income tax deductibility for a minimal portion of the intangible assets. The deductible intangible assets will be available to reduce taxable income for the REIT and reduce any GILTI inclusion in the US associated with foreign entities acquired.
Notes to Condensed Consolidated Financial Statements
- (Unaudited)
Pro Forma Consolidated Results (Unaudited)
The following table presents the unaudited pro forma financial results as if the 2020 acquisition of Agro had occurred on January 1, 2020. The pro forma adjustments primarily relate to depreciation expense on acquired assets, amortization of acquired intangibles, and estimated interest expense related to financing transactions, the proceeds of which were used to partially fund the acquisition of Agro.
i
The
accompanying unaudited pro forma consolidated financial statements exclude the results of the AM-C, Halls, Lanier and Liberty Freezers acquisitions, which were deemed immaterial individually and in the aggregate based on quantitative and qualitative considerations. Additionally, the Company has not presented pro forma combined results of operations for the acquisitions of Nova Cold and Newport, because the results of operations as reported in the accompanying Condensed Consolidated Statements of Operations would not have been materially different. These statements are provided for illustrative purposes only and do not purport to represent what the actual Consolidated Statements of Operations of the Company would have been had the Agro acquisition occurred on the dates assumed, nor are they necessarily
indicative of what the results of operations would be for any future periods.
(1)Adjusted
to give effect to the issuance of i46.1 million common shares in connection with the Agro Acquisition.
/
Total revenues of approximately $i124.3
million and net loss of approximately $i4.5 million associated with properties and operations acquired in the Agro Acquisition are included in the Consolidated Statements of Operations for the quarter ended March 31, 2021. The revenues and net income associated with properties and operations acquired in the Agro Acquisition included in the Consolidated Statements of Operations
for the year ended December 31, 2020 was immaterial as the acquisition closed on December 30, 2020.
4. iInvestment in Partially Owned Entities
Superfrio Joint Venture
During
the first quarter of 2020, the Company purchased a i14.99% equity interest in a joint venture with Superfrio Armazéns Gerais S.A. (“SuperFrio”) for Brazil reals of i117.8 million.
Including certain transaction costs, the Company recorded an initial investment of USD $i25.7 million in the joint venture.
During the first quarter of 2021, the Company contributed an additional R$i9.3 million
(or $i1.6 million USD) in capital to the SuperFrio joint venture. The capital call from Superfrio was issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remains unchanged.
SuperFrio is a Brazilian-based company that provides temperature-controlled storage and logistics services including storage, warehouse services, and
transportation. The debt of the unconsolidated joint venture is non-recourse to us, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
Comfrio Joint Venture
As
a result of the Agro acquisition which closed on December 30, 2020, the Company acquired Agro’s i22.12% share of ownership in Agrofundo Brazil II Fundode Investimento em Participações (“FIP”) or the “Comfrio” joint venture. The FIP owns all the issued and outstanding shares of common stock of Agro Improvement Participações S.A. (“Agro Improvement”), a sociedade anônima, duly organized and existing under the laws of Brazil.
The Company has a call right that enables it to purchase all the issued and outstanding shares of Agro Improvement starting on January 1, 2019 through January 7, 2023. The FIP has a put right that requires the Company when exercised to purchase from it all the issued and outstanding shares of Agro Improvement starting on July 1, 2019 through January 7, 2023. The fair value of the call and put rights will be recorded through acquisition accounting finalization during the measurement period, and was not included in the preliminary acquisition accounting as of December
31, 2020.
The debt of the unconsolidated joint venture is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations.
i
As of March 31, 2021, our investment in partially owned entities accounted for under the equity method of
accounting presented in our Condensed Consolidated Balance Sheet consists of the following (in thousands):
The
components of the charges and credits included in “Acquisition, litigation and other” in our Condensed Consolidated Statements of Operations are as follows (in thousands):
Three Months Ended March 31,
Acquisition,
litigation and other
2021
2020
Acquisition and integration related costs
$
i13,475
$
i766
Severance
costs
i2,446
i922
Terminated
site operations costs
i59
i—
Cyber
incident related costs
i4,771
i—
Total
acquisition, litigation and other
$
i20,751
$
i1,688
/
Acquisition
related costs include costs associated with business 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. We consider acquisition related costs to be corporate costs regardless of the segment or segments involved in the transaction. Refer to Note 3 for further information regarding acquisitions completed during 2021 and 2020.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
Severance costs represent 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 or businesses.
Terminated site operations costs relates 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.
Cyber incident related costs include third-party fees incurred in connection with the cyber incident that occurred in November 2020, as well as any incremental costs, internal and external, incurred to restore operations at our facilities and damage claims.
(3)The Company has the option to extend the 2020 Senior Unsecured Revolving Credit Facility up to itwo times for a isix-month
period each.
(4) The 2020 Senior Unsecured Term Loan Tranche A-2 is denominated in Canadian dollars and aggregates to CAD $i250.0 million. The carrying value in the table above is the US dollar equivalent as of March 31, 2021.
(5) The Senior Unsecured Notes Series D is denominated in Euros and aggregates to €i400.0 million.
The carrying value in the table above is the US dollar equivalent as of March 31, 2021.
(6) The Senior Unsecured Notes Series E is denominated in Euros and aggregates to €i350.0 million. The carrying value in the table above is the US dollar equivalent as of March 31, 2021.
(7) The Senior Unsecured Revolving Credit Facility as of March
31, 2021, is denominated in CAD and aggregates to CAD $i55.0 million. The carrying value in the table above is the US dollar equivalent as of March 31, 2021.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
2020 Senior Unsecured Credit Facility
On March 26, 2020, we entered into a ifive-year Senior Unsecured Term Loan A Facility and a ifour-year
$i800 million Senior Unsecured Revolving Credit Facility, which we refer to as the 2020 Senior Unsecured Credit Facility. The proceeds were used to refinance the existing $i800
million 2018 Senior Unsecured Revolving Credit Facility maturing January 23, 2021 and USD denominated $i475 million 2018 Senior Unsecured Term Loan maturing January 23, 2023. The total facility size of the 2020 Senior Unsecured Credit Facility was approximately $i1.4
billion USD prior to the partial repayment discussed below. The Company reduced the margin on the 2020 Senior Unsecured Term Loan A Facility and 2020 Senior Unsecured Revolving Credit Facility by ifive basis points.
On December 30, 2020, we repaid $i100 million
on our Term Loan A Tranche A-1 facility. On January 29, 2021, we executed an amendment to our existing credit agreement which expanded our revolving credit facility borrowing capacity by $i200 million. Other terms associated with the credit facility, such as the interest rate, fees, and maturity, remained unchanged. In tandem with the amendment, we repaid $i200 million
of our Term Loan A Tranche A-1 facility.
The 2020 Senior Unsecured Term Loan A Facility is broken into itwo tranches. Tranche A-1 is comprised of a $i125.0
million USD term loan and Tranche A-2 is comprised of a CAD $i250.0 million term loan, both are ifive-year loans maturing in 2025. Tranche A-2 provides a natural hedge to the Company’s
investment in Canada. We refer to Tranches A-1 and A-2 in aggregate as the 2020 Senior Unsecured Term Loan Facility. In connection with entering into the agreement, we capitalized approximately $i3.2 million of debt issuance costs related to the term loan, which we amortize as interest expense under the effective interest method. As of March 31, 2021, $i2.6 million
of unamortized debt issuance costs related to the 2020 Senior Unsecured Term Loan A Facility are included in “Mortgage notes, senior unsecured notes and term loans” in the accompanying Condensed Consolidated Balance Sheets.
The maturity of the 2020 Senior Unsecured Revolving Credit Facility is March, 26 2024; however, the Company has the option to extend the maturity up to itwo times, each for a isix-month
period. The Company must meet certain criteria in order to extend the maturity. All representations and warranties must be in effect, it must obtain updated resolutions from loan parties, and an additional i6.25 basis points extension fee must be paid. In connection with entering into the agreement, we capitalized approximately $i5.2
million of debt issuance costs for the 2020 Senior Unsecured Revolving Credit Facility, which we amortize as interest expense under the straight-line method. Additionally, there were unamortized deferred financing costs at the time of entering into the agreement of $i2.8 million which will continue to be amortized over the life of the 2020 Senior Unsecured Revolving Credit Facility. As of March 31, 2021, $i5.8
million of unamortized debt issuance costs related to the revolving credit facility are included in “Other assets” in the accompanying Condensed Consolidated Balance Sheets.
Our 2020 Senior Unsecured Credit Facility contains representations, covenants and other terms customary for a publicly traded REIT. In addition, it contains certain financial covenants, as defined in the credit agreement, including:
•a maximum leverage ratio of less than or equal to i60% of
our total asset value. Following a material acquisition, leverage ratio shall not exceed i65%;
•a maximum unencumbered leverage ratio of less than or equal to i60%
to unencumbered asset value. Following a material acquisition, unencumbered leverage ratio shall not exceed i65%;
•a maximum secured leverage ratio of less than or equal to i40%
to total asset value. Following a material acquisition, secured leverage ratio shall not exceed i45%;
•a minimum fixed charge coverage ratio of greater than or equal to i1.50x;
and
Notes to Condensed Consolidated Financial Statements - (Unaudited)
•a minimum unsecured interest coverage ratio of greater than or equal to i1.75x.
Material
Acquisition in our 2020 Senior Unsecured Credit Facility is defined as one in which assets acquired exceeds an amount equal to i5% of total asset value as of the last day of the most recently ended fiscal quarter publicly available. Obligations under our 2020 Senior Unsecured Credit Facility are general unsecured obligations of our Operating Partnership and are guaranteed by the Company and certain subsidiaries
of the Company. As of March 31, 2021, the Company was in compliance with all debt covenants.
There were $i21.8 million letters of credit issued on the Company’s 2020 Senior Unsecured Revolving Credit Facility as
of March 31, 2021.
Series A, B, C, D and E Senior Unsecured Notes
On December 30, 2020, we completed a debt private placement transaction consisting of (i) €i400.00 million senior unsecured notes with a coupon of i1.62%
due January 7, 2031 (“Series D”) and (ii) €i350.00 million senior unsecured notes with a coupon of i1.65% due January
7, 2033 (“Series E”). Interest is payable on January 7 and July 7 of each year until maturity, with the first payment occurring July 7, 2021. The notes are general unsecured senior obligations of the Operating Partnership and are guaranteed by the Company and certain subsidiaries of the Company. In connection with entering into the agreement, we incurred approximately $i4.5 million
of debt issuance costs related to the issuance, which we amortize as interest expense under the effective interest method. The proceeds of the Series D and Series E issuance were used to provide long-term financing for the Halls acquisition, general corporate purposes and to repay a portion of the 2020 Senior Unsecured Term Loan Tranche A-1.
On April 26, 2019, we priced a debt private placement transaction consisting of $i350.0 million senior unsecured notes with a coupon of i4.10%
due January 8, 2030 (“Series C”). The transaction closed on May 7, 2019. Interest is payable on January 8 and July 8 of each year until maturity, with the first payment occurring January 8, 2020. The initial January 8, 2020 payment included interest accrued since May 7, 2019. The notes are general unsecured obligations of the Operating Partnership and are guaranteed by the Company and certain subsidiaries of the Company. The
Company applied the proceeds of the private placement transaction to repay the indebtedness outstanding under our senior unsecured revolving credit facility incurred in connection with the funding of the Cloverleaf and Lanier acquisitions.
On November 6, 2018, we completed a debt private placement transaction consisting of (i) $i200.0 million senior unsecured notes with a coupon of i4.68%
due January 8, 2026 (“Series A”) and (ii) $i400.0 million senior unsecured notes with a coupon of i4.86% due January
8, 2029 (“Series B”). The transaction closed on December 4, 2018. Interest is payable on January 8 and July 8 of each year until maturity, with the first payment occurring July 8, 2019. The notes are general unsecured senior obligations of the Operating Partnership and are guaranteed by the Company and certain subsidiaries of the Company. The Company used a portion of the proceeds of the private placement transaction to repay the outstanding balances of the $i600.0 million
Americold 2010 LLC Trust, Commercial Mortgage Pass-Through Certificates, Series 2010, ART (2010 Mortgage Loans). The Company also used the remaining proceeds to extinguish the Australian term loan and the New Zealand term loan (ANZ Loans).
The Series A, B, C, D, and E senior notes (collectively referred to as the “Senior Unsecured Notes”) and guarantee agreement includes a prepayment option executable at any time during the term of the loans. The prepayment can be either a partial payment or payment in full, as long as the partial payment is at least i5%
of the outstanding principal. Any prepayment in full must include a make-whole amount, which is the discounted remaining scheduled payments due to the lender. The discount rate to be used is equal to i0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the
Notes to Condensed Consolidated Financial Statements - (Unaudited)
remaining average life of the prepaid principal. The Company must give each lender at least i10 days written notice whenever it intends to prepay any portion
of the debt.
If a change in control occurs for the Company, the Company must issue an offer to prepay the remaining portion of the debt to the lenders. The prepayment amount will be i100% of the principal amount, as well as accrued and unpaid interest.
The
Company is required to maintain at all times an investment grade debt rating for each series of notes from a nationally recognized statistical rating organization. In addition, the Senior Unsecured Notes contain certain financial covenants required on a quarterly or occurrence basis, as defined in the relevant note agreement, including:
•a maximum leverage ratio of less than or equal to i60% of our total asset value;
•a maximum unsecured indebtedness
to qualified assets ratio of less than i0.60 to 1.00;
•a maximum total secured indebtedness ratio of less than i0.40
to 1.00;
•a minimum fixed charge coverage ratio of greater than or equal to i1.50 to 1.00; and
•a minimum unsecured debt service ratio of greater than or equal to i2.00
to 1.00.
On May 1, 2013, we entered into a mortgage financing in an aggregate principal amount of $i322.0 million, which the
Company refers to as the 2013 Mortgage Loans. The debt consists of a senior debt note and itwo mezzanine notes. The components are cross-collateralized and cross-defaulted. The senior debt note requires monthly principal payments. The mezzanine notes require no principal payments until the stated maturity date in May 2023. The interest rates on the notes are fixed and range from i3.81%
to i11.50% per annum. The senior debt note and the itwo mezzanine notes remain subject to yield maintenance provisions. The
Company used the net proceeds of these loans to refinance certain of the 2006 Mortgage Loans, acquire itwo warehouses, and fund general corporate purposes.
The 2013 Mortgage Loans are collateralized by i15
warehouses. The terms governing the 2013 Mortgage Loans require us to maintain certain cash amounts in accounts that are restricted as to their use for the respective warehouses. As of March 31, 2021, the amount of restricted cash associated with the 2013 Mortgage Loans was $i3.8 million. Additionally, if we do not maintain certain financial thresholds, including a debt service coverage ratio of i1.10x,
the cash generated will further be temporarily restricted and limited to the use for scheduled debt service and operating costs. The 2013 Mortgage Loans are non-recourse to the Company, subject to customary non-recourse provisions as stipulated in the agreements.
DebtCovenants
Our Senior Unsecured Credit Facilities, the Senior Unsecured Notes and 2013 Mortgage Loans all require financial statement reporting, periodic reporting of compliance with financial covenants, other established thresholds and performance measurements, and compliance with affirmative and negative covenants that govern our allowable business practices. The affirmative and negative covenants include, among others, continuation of insurance, maintenance
of collateral (in the case of the 2013 Mortgage Loans), the maintenance of REIT status, and restrictions on our ability to enter into certain types of transactions or take on certain exposures. As of March 31, 2021, we were in compliance with all debt covenants.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
Loss on debt
extinguishment and modifications
In connection with the refinancing of the 2018 Senior Unsecured Credit Facility during the first quarter of 2020, the Company recorded $i0.8 million to “Loss on debt extinguishment and modifications” in the accompanying Condensed Consolidated Statements of Operations, representing the write-off of unamortized deferred financing costs from the 2018 Senior Unsecured
Credit Facility. These write-offs were a result of two lenders in the 2018 Senior Unsecured Term Loan A Facility that did not participate in the 2020 Senior Unsecured Term Loan A Facility, accordingly those lenders’ portion of unamortized deferred financing costs were written off. Similarly, two lenders in the 2018 Senior Unsecured Revolving Credit Facility did not participate in the 2020 Senior Unsecured Revolving Credit Facility, and those lender’s portions of unamortized deferred financing costs were written off.
In the first quarter of 2021, the Company repaid $i200 million
of principal on the Senior Unsecured Term Loan A Facility and recorded $i2.9 million to “Loss on debt extinguishment, modifications and termination of derivative instruments” in the accompanying Condensed Consolidated Statements of Operations, representing the write-off of unamortized deferred financing costs.
Aggregate future repayments of indebtedness
Tihe
aggregate maturities of the Company’s total indebtedness as of March 31, 2021, including amortization of principal amounts due under the mortgage notes, for each of the next five years and thereafter, are as follows:
Total
debt net of unamortized deferred financing costs
$
i2,416,228
7. iDerivative
Financial Instruments
Designated Nonderivative Financial Instruments
As of March 31, 2021, the Company has designated €i750 million debt and accrued interest as a hedge of our net investment in the international subsidiaries resulting from the Agro Acquisition.
The remeasurement of these instruments is recorded in “Change in unrealized net gain (loss) on foreign currency” on the accompanying Condensed Consolidated Statements of Comprehensive Income.
Derivative Financial Instruments
The Company is subject to volatility in interest rates due to variable-rate debt. To manage this risk, the Company has entered into multiple interest rate swap agreements. The January 2019 agreement hedged $i100.0
million of
Notes to Condensed Consolidated Financial Statements - (Unaudited)
variable interest-rate debt and the August 2019 agreement hedged $i225.0
million of variable interest-rate debt. Each agreement converted the Company’s variable-rate debt to a fixed-rate basis into 2024, thus reducing the impact of interest rate changes on future interest expense. These agreements involved the receipt of variable-rate amounts in exchange for fixed-rate interest payments over the life of the respective agreement without an exchange of the underlying notional amount. The Company’s objective for utilizing these derivative instruments was to reduce its exposure to fluctuations in cash flows due to changes in interest rates. Both of these interest rate swaps were terminated during the fourth quarter of 2020. Following these terminations, the Company accelerated the reclassification
in other comprehensive income to earnings as a result of a portion of the hedged forecasted transactions becoming not probable to occur resulting in a charge to “Loss on debt extinguishment, modification, and termination of derivative instruments” of $i7.7 million on the Consolidated Statement of Operations for the year ended December 31, 2020. The Company records a reclassification
from other comprehensive income to earnings to “Loss on debt extinguishment, modification, and termination of derivative instruments” related to the amortization of the portion deferred following the termination, which totaled $i0.6 million on the accompanying Condensed Consolidated Statement of Operations for the quarter ended March 31, 2021. Additionally, during the next twelve months, the
Company estimates that an additional $i2.5 million will be reclassified as an increase to “Loss on debt extinguishment, modification, and termination of derivative instruments”. The Company classifies cash inflows and outflows from derivatives that hedge interest rate risk within operating activities on the Condensed Consolidated Statements of Cash Flows.
The
Company is subject to volatility in foreign exchange rates due to foreign-currency denominated intercompany loans. The Company implemented cross-currency swaps on certain of these loans to manage the foreign currency exchange rate risk. These agreements effectively mitigate the Company’s exposure to fluctuations in cash flows due to foreign exchange rate risk by converting the Company’s floating exchange rate to a fixed-rate basis for the life of the intercompany loans. These agreements involve the receipt of fixed USD amounts in exchange for payment of fixed AUD and NZD amounts over the life of the respective intercompany loan. The entirety of the
Company’s outstanding intercompany loans receivable balances, $i153.5 million AUD and $i37.5 million NZD, were hedged under the cross-currency swap agreements at March 31,
2021 and December 31, 2020.
For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified in the period(s) during which the hedged transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction. During the next twelve months, the Company estimates that an additional $i0.3
million will be reclassified as an increase to gain/loss on foreign exchange.
The Company is subject to volatility in foreign currencies against its functional currency, the US dollar. Periodically, the Company uses foreign currency derivatives including currency forward contracts to manage its exposure to fluctuations in exchange rates. While these derivatives are hedging the fluctuations in foreign currencies, they do not meet the requirements to be accounted for as hedging instruments. As a result, the changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.
During
2019, in conjunction with the funding of the Nova Cold Acquisition, the Company entered into a foreign exchange forward with a notional to purchase CAD $i217.0 million and sell USD with a maturity date of January 2, 2020. The Company simultaneously entered into a second contract
with a notional to sell CAD $i217.0 million and purchase USD with a maturity of January 31, 2020. These forwards were not designated as hedges in a qualifying hedging relationships. During the first quarter of 2020, the itwo
outstanding foreign exchange forward contracts matured. The first contract with a notional to purchase CAD $i217.0 million and sell USD matured on January 2, 2020 and settled for a gain of $i2.1
million. The second contract with a notional to sell CAD $i217.0 million and purchase USD maturing on January 31, 2020 was subsequently designated as a net investment hedge on January 2, 2020.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
The Company is also exposed to fluctuations in foreign exchange rates on property investments it holds in foreign countries. The Company uses forward currency forwards to hedge its exposure to changes in exchange rates on certain of its foreign investments as well. For derivatives designated as net investment hedges, the changes in the fair value of the derivatives are reported in Accumulated Other Comprehensive Income as part of the cumulative translation
adjustment. Amounts are reclassified out of accumulated other comprehensive income into earnings when the hedged net investment is either sold or substantially liquidated.
On January 2, 2020, the Company designated the above noted forward currency contract with a notional to sell CAD $i217.0 million and purchase
USD maturing on January 31, 2020. This contract was then settled for a gain of $i0.2 million and a new contract was entered into with same notional to sell CAD $i217.0
million and purchase USD which matured on February 28, 2020. The second contract was settled for a gain of $i2.8 million upon the maturity date of February 28, 2020.
The Company determines the fair value of these derivative instruments using a present value calculation with significant observable inputs classified as Level 2 of the fair value hierarchy. Derivative asset balances are recorded on the Condensed Consolidated Balance Sheets within “Other assets” and derivative liability balances are recorded on the Condensed Consolidated Balance Sheets within “Accounts payable and accrued expenses”. iThe
following table illustrates the disclosure in tabular format of fair value amounts of derivative instruments at March 31, 2021 and December 31, 2020 (in thousands):
The
following table presents the effect of the Company’s derivative financial instruments on the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020, including the impacts to Accumulated Other Comprehensive Income (AOCI) (in thousands):
(1)
In conjunction with the termination of the interest rate swaps in 2020, the Company recorded amounts in other comprehensive income that will be reclassified as an adjustment to earnings over the term of the original hedges and respective borrowings. As of March 31, 2020, the Company recorded an increase to “Loss on debt extinguishment, modifications and termination of derivative instruments” related to this transaction.
Interest expense recorded in the accompanying Condensed Consolidated Statements of Operations was $i26.0
million and $i23.9 million during the three months ended March 31, 2021 and 2020. The Company recorded total foreign currency exchange gain, net in its Condensed Consolidated Statements of Operations of $i0.2
million for the three months ended March 31, 2021 and total foreign currency exchange loss, net of $i0.5 million for the three months ended March 31, 2020, respectively.
iThe
table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of March 31, 2021 and December 31, 2020. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying Condensed Consolidated Balance Sheets (in thousands):
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
Gross Amounts of Recognized Assets
Gross Amounts Offset in the Condensed
Consolidated Balance Sheet
Net Amounts of Assets presented in the Condensed Consolidated Balance Sheet
Financial Instruments
Cash Collateral Received
Net Amount
Derivatives
$
i—
$
i—
$
i—
$
i—
$
i—
$
i—
Offsetting
of Derivative Liabilities
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
Gross Amounts of Recognized Liabilities
Gross Amounts Offset in the Condensed Consolidated Balance Sheet
Net
Amounts of Liabilities presented in the Condensed Consolidated Balance Sheet
Financial Instruments
Cash Collateral Received
Net Amount
Derivatives
$
i9,611
$
i—
$
i9,611
$
i—
$
i—
$
i9,611
As
of March 31, 2021, the fair value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $i7.3 million. As of March 31, 2021, the Company has not posted any collateral related to these agreements.
The
Company has agreements with each of its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness. In addition, termination events such
Notes
to Condensed Consolidated Financial Statements - (Unaudited)
as the Company’s credit agreement not being secured, or not being guaranteed pursuant to the Company, could cause the Company to be in default on its derivative obligations. The Company has not defaulted on any of its derivative obligations.
If the Company had breached any of these provisions at March 31, 2021, it could have been required
to settle its obligations under the agreements at their termination value of $i7.3 million.
Refer to Note 15 for additional details regarding the impact of the Company’s derivatives on AOCI for the three months ended March 31, 2021 and 2020, respectively.
The Company categorizes assets and liabilities that are recorded at fair values into one of three tiers based upon fair value hierarchy. These tiers include: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets
that are not active, model-based valuation techniques for which all significant assumptions are observable in the market, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3, defined as unobservable inputs that are not corroborated by market data. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses and revolving line of credit approximate their fair values due to the short-term maturities of the instruments.
The Company’s mortgage notes, senior unsecured notes and term loans are reported at their aggregate principal amount less unamortized deferred financing costs on the accompanying Condensed Consolidated Balance Sheets. The fair value of these financial instruments
is estimated based on the present value of the expected coupon and principal payments using a discount rate that reflects the projected performance of the collateral asset as of each valuation date. The inputs used to estimate the fair value of the Company’s mortgage notes, senior unsecured notes and term loans are comprised of Level 2 inputs, including senior industrial commercial real estate loan spreads, corporate industrial loan indexes, risk-free interest rates, and Level 3 inputs, such as future coupon and principal payments, and projected future cash flows.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
The Company’s financial assets and liabilities recorded at fair value on a recurring basis include derivative instruments. The fair value of interest rate swap and cross currency swap agreements, which are designated as cash flow hedges, and foreign currency forward contracts designated as net investment hedges, is based on inputs other than quoted market prices that are observable (Level 2). The fair value of foreign currency forward contracts
is based on adjusting the spot rate utilized at the balance sheet date for translation purposes by an estimate of the forward points observed in active markets (Level 2). Additionally, the fair value of derivatives includes a credit valuation adjustment to appropriately incorporate nonperformance risk for the Company and the respective counterparty. Although the credit valuation adjustments associated with derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, the significance of the impact on the overall valuation of our derivative positions is insignificant. The Company’s cash equivalent money market funds and restricted cash assets are valued at quoted market prices in active markets for identical assets
(Level 1), which the Company receives from the financial institutions that hold such investments on its behalf. The fair value hierarchy discussed above is also applicable to the Company’s pension and other post-retirement plans. The Company uses the fair value hierarchy to measure the fair value of assets held by various plans. The Company recognizes transfers between levels within the hierarchy as of the beginning of the reporting period. There were no transfers between levels within the hierarchy as of March 31, 2021 and December 31,
2020, respectively.
The Company’s assets and liabilities recorded at fair value on a non-recurring basis include long-lived assets when events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company estimates the fair values using unobservable inputs classified as Level 3 of the fair value hierarchy.
i
The
Company’s assets and liabilities measured or disclosed at fair value are as follows:
Mortgage notes, senior unsecured notes and term loans(1)
Level 3
$
i2,517,554
$
i2,827,440
(1)The
carrying value of mortgage notes, senior unsecured notes and term loans is disclosed in Note 6.
/
10. iDividends and Distributions
In order to comply with the REIT requirements
of the Internal Revenue Code, or the Code, the Company is generally required to make common share distributions (other than capital gain distributions) to its shareholders at least equal to 90% of its REIT taxable income, as defined in the Code, computed without regard to the dividends paid deduction and net capital gains. The Company’s common share dividend policy is to distribute a percentage of cash flow to ensure distribution requirements of the IRS are met while allowing the Company to retain cash to meet other needs, such as principal amortization, capital improvements and other investment activities.
Common share dividends are characterized for U.S. federal income
tax purposes as ordinary income, qualified dividend, capital gains, non-taxable income return of capital, or a combination of the four. Common share dividends that exceed current and accumulated earnings and profits (calculated for tax purposes) constitute a
Notes to Condensed Consolidated Financial Statements - (Unaudited)
return of capital rather than a dividend and generally reduce the
shareholder’s basis in the common share. At the beginning of each year, we notify our shareholders of the taxability of the common share dividends paid during the preceding year. The payment of common share dividends is dependent upon our financial condition, operating results, and REIT distribution requirements and may be adjusted at the discretion of the Company’s Board of Trustees.
i
The following tables summarize dividends and distributions declared and paid to the holders of common shares, restricted stock and
OP units for the three months ended March 31, 2021 and 2020.
Dividend
equivalents accrued on unvested restricted stock units to be paid when the awards vest.
December (2020)/January
—
i6
Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
December
(2020)/January(b)
—
i1,823
Dividend equivalents paid on vested restricted stock units related to the market performance-based awards granted in 2018.
March/April
i0.22
i56,029
i—
$
i56,029
$
i54,956
(a)Declared
in December 2020 and included in the $i53.8 million declared, see description to the right regarding timing of payment.
(b)Dividend equivalents accrued related to the market performance-based awards granted in 2018 paid in January following award vesting date of January 8, 2021.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
11. iShare-Based Compensation
All share-based compensation cost is measured at the grant date, based on the estimated
fair value of the award. The Company issues time-based, performance-based and market performance-based equity awards. Time-based awards and cliff vesting market performance-based awards are recognized on a straight-line basis over the associates’ requisite service period, as adjusted for estimate of forfeitures. Performance-based awards are recognized ratably over the vesting period using a graded vesting attribution model upon the achievement of the performance target, as adjusted for estimate of forfeitures. The only performance-based awards issued by the Company were granted in 2016 and 2017.
The Company implemented an Employee Stock Purchase Plan (ESPP) which became
effective on December 8, 2020. Under the ESPP, eligible employees are granted options to purchase common shares at the lower of i85% of the fair market value of the stock at the time of grant or i85% of
the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about January 1 and July 1, and exercisable on or about the succeeding July 1, and January 1, respectively, of each year. No participant may purchase more than $i25,000 worth of common shares in a isix-month
offering period, or a maximum of i2,400 common shares. Additionally, employees may reduce their percentage election once during an offering period, but not increase that election until the next offering period. There are i5,000,000
common shares available for issuance under the ESPP. The share-based compensation cost of the ESPP options are measured based on grant date at fair value and are recognized on a straight-line basis over the offering period. ESPP assumptions and the related fair value per share table are disclosed in the three month period in which there is ESPP activity, such as an ESPP purchase. The ESPP did not have a material impact on share-based compensation expense during the three months ended March 31, 2021.
Aggregate share-based compensation charges were $i5.0
million and $i4.3 million during the three months ended March 31, 2021 and 2020, respectively. Routine share-based compensation expense is included as a component of “Selling, general and administrative” expense on the accompanying Condensed Consolidated Statements of Operations. As of March 31, 2021, there was $i34.5
million of unrecognized share-based compensation expense related to stock options and restricted stock units, which will be recognized over a weighted-average period of i2.2 years.
During December 2010, the
Company and the common shareholders approved the Americold Realty Trust 2010 Equity Incentive Plan (2010 Plan), whereby the Company could issue stock options, stock appreciation rights, restricted stock, restricted stock units, stock bonus awards, and/or dividend equivalents with respect to the Company’s common shares, cash bonus awards, and/or performance compensation awards to certain eligible participants, as defined, based upon a reserved pool of i3,849,976
of the Company’s common shares. No additional awards may be granted under the 2010 Plan.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
Americold Realty Trust 2017 Equity Incentive Plan
On January
4, 2018, the Company’s Board of Trustees adopted the Americold Realty Trust 2017 Equity Incentive Plan (2017 Plan), which permits the grant of various forms of equity- and cash-based awards from a reserved pool of i9,000,000 common shares of the Company. On January 17, 2018, the
Company’s shareholders approved the 2017 Plan. Equity-based awards issued under the 2017 Plan have the rights to receive dividend equivalents on an accrual basis. Dividend equivalents for market performance-based awards are forfeitable in the event of termination for cause or when voluntary departure occurs during the vesting period. Otherwise, dividend equivalents are accrued at the time of declaration and are paid upon the vesting of the awards. Time-based awards have the right to receive non-forfeitable dividend equivalent distributions on unvested units throughout the vesting period. As of March 31, 2021 and December 31, 2020, the Company accrued $i1.1
million and $i2.5 million, respectively, of dividend equivalents on unvested units payable to associates and trustees.
All awards granted under the 2017 Plan dated on March 8, 2020 and thereafter include a retirement provision. The retirement provision allows that if a participant has either attained the age of 65, or has attained the age of 55 and has ten full years of service with the
Company, and there are no facts, circumstances or events exist which would give the Company a basis to effect a termination of service for cause, then the award recipient is entitled to continued vesting of any outstanding equity-based awards which include the retirement provision. Should the participant choose to retire from the Company, the awards with the retirement provision would continue to vest. Accordingly, grants of time-based awards to an associate who has met the retirement criteria on or before the date of grant will be expensed at the date of grant. In addition, grants of time-based awards to associates who will meet the retirement criteria during the awards normal vesting period will be expensed between the date of grant and the date upon which the award recipient meets the retirement
criteria. Time-based awards granted to recipients who meet the retirement criteria, and decide to retire, will continue vesting on the original vesting schedule as determined at grant date. A pro-rated portion of market-performance based awards granted to recipients who meet the retirement criteria will remain outstanding and eligible to vest based on actual performance through the last day of the performance period based on the number of days during the performance period that the recipient was employed.
Restricted Stock Units Activity
Restricted stock units are nontransferable until vested. Prior to the issuance of a common share, the grantees of restricted stock units are not entitled to vote the shares. Time-based restricted stock unit awards vest in equal annual increments over the vesting period. Performance-based and market performance-based restricted stock unit awards cliff
vest upon the achievement of the performance target, as well as completion of the performance period.
i
The following table summarizes restricted stock unit grants under the 2017 Plan during the three months ended March 31, 2021 and 2020, respectively:
Notes to Condensed Consolidated Financial Statements - (Unaudited)
Of the restricted stock units granted for the three months ended March 31, 2021, (i) i188,088
were time-based graded vesting restricted stock units with various vesting periods ranging from one to ithree years issued to certain associates and (ii) i108,522
were market performance-based cliff vesting restricted stock units with a ithree-year vesting period issued to certain associates. The vesting of such market performance-based awards will be determined based on Americold Realty Trust’s total shareholder return (TSR) relative to the MSCI US REIT Index (RMZ), computed for the performance period that began January 1, 2021 and will end December 31, 2023.
Of
the restricted stock units granted for the three months ended March 31, 2020, (i) i174,661 were time-based graded vesting restricted stock units with various vesting periods ranging from one to ithree
years issued to certain associates and (iv) i108,810 were market performance-based cliff vesting restricted stock units with a ithree-year
vesting period issued to certain associates. The vesting of such market performance-based awards will be determined based on Americold Realty Trust’s total shareholder return (TSR) relative to the MSCI US REIT Index (RMZ), computed for the performance period that began January 1, 2020 and will end December 31, 2022.
In January 2021, following the completion of the applicable market-performance period, the Compensation Committee determined that the high level had been achieved for the 2018 awards and, accordingly, i799,591
units vested immediately, representing a vesting percentage of i150%.
The following table provides a summary of restricted stock awards activity under the 2010 and 2017 Plans during the three months ended March 31, 2021:
(1)For
certain vested restricted stock units, common share issuance is contingent upon 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, i568,753 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 weighted average grant date fair value of these units is $i9.38 per unit. During 2021 an additional i14,286
of these restricted stock units vested. Of the total restricted stock units vested, but not yet released, i615,643 time-based restricted stock units and i28,570
performance-based restricted stock units vested prior to January 1, 2020.
(2)The number of market performance-based restricted stock units are reflected within this table based upon the number of shares issuable upon achievement of the performance metric at target.
(3)Represents the increase in the number of original market-performance units awarded based on the final performance criteria achievement at the end of the defined performance period.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
The weighted average grant date fair value of restricted stock units granted during the three months ended March 31, 2021 was $i33.33
per unit, for vested and converted restricted stock units was $i17.71, for forfeited restricted stock units was $i31.10.
The weighted average grant date fair value of non-vested restricted stock units was $i30.99 and $i24.27
per unit as of March 31, 2021 and December 31, 2020, respectively.
OP Units Activity
The Trustees and certain members of management may elect to receive their awards in the form of either OP units or restricted stock units (applicable to time-vested and market-performance based awards). The terms of the OP units mirror the terms of the restricted stock units granted in the respective period.
i
The
following table summarizes OP unit grants under the 2017 Plan during the three months ended March 31, 2021 and March 31, 2020:
Three Months Ended March 31,
Grantee Type
Number of OP Units Granted
Vesting Period
Grant Date Fair Value (in thousands)
2021
Associates
i258,479
i1
to i3 years
$
i8,434
2020
Associates
i255,720
i1
to i3 years
$
i7,719
The
following table provides a summary of the OP unit awards activity under the 2017 Plan during the three months ended March 31, 2021:
The
total grant date fair value of stock option awards that vested during the three months ended for both March 31, 2021 and 2020 was approximately $i0.5 million and $i0.6
million, respectively. The total intrinsic value of options exercised for the three months ended March 31, 2021 and 2020 was $i4.2 million and $i0.6
million, respectively.
12. iIncome Taxes
Income taxes are accounted for under the provisions of ASC 740, Income Taxes, which generally requires the Company to record deferred income taxes for the tax effect of differences between
book and tax bases of its assets and liabilities.
Deferred income taxes reflect the available net operating losses and the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of the future tax benefits related to deferred tax assets is dependent on many factors, including the Company’s past earnings history, expected future earnings, the character and jurisdiction of such earnings, unsettled circumstances that, if unfavorably resolved, would adversely affect utilization of its deferred tax assets, carryback and carryforward periods, and tax strategies that could potentially enhance the likelihood of realization of a deferred tax asset.
The
Company recorded an income tax benefit of approximately $i0.8 million and a tax expense of $i0.5 million for the three months ended March 31,
2021 and 2020, respectively. As a REIT, the Company is entitled to a deduction for dividends paid, resulting in a substantial reduction in the amount of federal income tax expense it recognizes. Substantially all of the Company’s income tax benefit is incurred based on the losses generated by its foreign operations and a portion of those earnings are permanently reinvested.
The Company recorded an opening deferred tax liability in connection with the Agro, Hall’s and Liberty Freezers acquisitions, respectively, discussed earlier in Note 3.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
Income Tax Contingencies
ASC 740 prescribes a recognition threshold and measurement attribute for the financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance prescribed in ASC 740 establishes a recognition threshold of more likely than not that a tax position will be sustained upon examination. The measurement attribute requires that a tax position be measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.
The
Company recognizes interest and penalties related to unrecognized tax positions in income tax expense.
13. iEmployee Benefit Plans
i
The
components of net period benefit cost for the three months ended March 31, 2021 and 2020, respectively, are as follows:
The
service cost component of defined benefit pension cost and postretirement benefit cost are reported within “Selling, general and administrative” and all other components of net period benefit cost are presented in “Other (expense) income, net” on the Condensed Consolidated Statements of Operations.
The Company expects to contribute to all plans an aggregate of $i2.5
million in 2021, of which $i0.6 million has been contributed through March 31, 2021.
Notes
to Condensed Consolidated Financial Statements - (Unaudited)
Multi-Employer Plans
The Company contributes to a number of multi-employer benefit plans under the terms of collective bargaining agreements that cover union-represented employees. These plans generally provide for retirement, death, and/or termination benefits for eligible employees within the applicable collective bargaining units, based on specific eligibility/participation requirements, vesting periods, and benefit formulas.
The New England Teamsters & Trucking Industry Multi-Employer Fund (Fund) was significantly underfunded in accordance with Employee Retirement Income Security Act of 1974 (ERISA) funding standards and, therefore, ERISA required the Fund to develop a Rehabilitation
Plan, creating a new fund that minimizes the pension withdrawal liability. As a result, current employers participating in the Fund were given the opportunity to exit the Fund and convert to a new fund. During the third quarter of 2017, the Company took the option to exit the Fund and convert to the new fund. The Company’s portion of the unfunded liability (undiscounted), estimated at $i13.7
million, will be repaid in equal monthly installments of approximately $i38,000 over i30 years, interest free. The Company recognized an
expense and related liability equal to the present value of the withdrawal liability upon exiting the Fund, and amortizes the difference between such present value and the estimated unfunded liability through interest expense over the repayment period.
14. iCommitments and Contingencies
Letters of Credit
As
of March 31, 2021 and December 31, 2020, there were $i21.8 million and $i21.7 million,
respectively, of letters of credit issued on the Company’s Senior Unsecured Revolving Credit Facility.
Bonds
The Company had outstanding surety bonds of $ii10.1/ million
as of both March 31, 2021 and December 31, 2020. These bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations.
Collective Bargaining Agreements
As of March 31, 2021, approximately i36%
of the Company’s labor force is covered by collective bargaining agreements. Collective bargaining agreements covering less than i3% of the labor force are set to expire during the remaining nine months ended December 31, 2021.
Legal Proceedings
In assessing loss contingencies
related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency suggests that a loss is probable, and the amount can be reasonably estimated, then a loss is recorded.
In addition to the matters discussed below, the Company may be subject to litigation and claims arising from the ordinary course of business. In the opinion of management, after consultation with legal counsel, the outcome
of
Notes to Condensed Consolidated Financial Statements - (Unaudited)
such matters is not expected to have a material impact on the Company’s financial condition, results of operations, or cash flows.
Kansas Breach of Settlement Agreement Litigation
This
case was served against the Company in Wyandotte County, Kansas, on January 17, 2013, alleging breach of a 1994 Settlement Agreement reached with customers of our predecessor company, Americold Corporation. The plaintiffs originally brought claims in 1992 arising from a fire the previous year in an underground warehouse facility.
In 1994, a settlement was reached whereby Americold Corporation agreed to the entry of a $i58.7
million judgment against it and assigned its rights to proceed against its insurer to satisfy the judgment. The settlement agreement contained a standard “cooperation provision” in which Americold Corporation agreed to execute any additional documents necessary to fulfill the intent of the settlement agreement. The plaintiffs then sued Americold Corporation’s insurer to recover on the consent judgment. The case was ultimately dismissed in 2012, and the Kansas Supreme Court ruled that the 1994 consent judgment had expired and was not revivable as a matter of law.
On September 24, 2012, the plaintiffs filed a separate claim in the district court of Wyandotte County, Kansas, alleging that the Company and one of its subsidiaries,
Americold Logistics, LLC, as successors to Americold Corporation, are liable for the full amount of the judgment, based upon the allegation that the Company failed to execute a document or take action to keep the judgment alive and viable.
On February 7, 2013, the Company removed the case to the U.S. federal court and ultimately filed a motion for summary judgment, which the plaintiffs vigorously opposed. On October 4, 2013, the court granted the Company’s motion and dismissed the case in full. Only ione
plaintiff appealed the dismissal to the U.S. Court of Appeals. The Court of Appeals ordered that the case be remanded to the Kansas State Court and the judgment in favor of Americold be vacated, finding U.S. federal diversity jurisdiction did not exist over the Company. The Company petitioned the U.S. Supreme Court for certiorari and oral argument occurred on January 19, 2016.
On March 7, 2016, the United States Supreme Court ruled that there was no federal diversity jurisdiction. Following the decision, the United States District Court for the District of Kansas entered an Order vacating the summary judgment and remanding the case to Kansas state court.
Regardless of the venue, the Company remains confident that its defenses on the merits of plaintiffs’ claims are strong under Kansas law.
Following remand to Kansas state court, Plaintiffs initially petitioned the court to amend their complaint to drop their claim for damages and only seek an Order of Specific Performance requiring Americold to sign a new document reinstating the consent judgment assigned in the 1994 Settlement Agreement. Plaintiffs filed a later motion to add back the damages claim, which was granted in February 2018.
Since December 31, 2018, the court granted the Company’s motions to dismiss Kraft and Safeway from the case given they did not
appeal the District Court’s Order dismissing their claims and are bound by the judgment entered against them. The Kraft and Safeway plaintiffs have appealed their dismissals. The trial court has stayed the proceedings pending the appeal. In addition, the Company has sued the Chubb Group seeking the court’s declaration that Chubb owes coverage of the amounts sought by Plaintiffs and for bad faith damages for denying coverage. Given the status of the proceedings to date, a liability amount cannot be reasonably estimated. The Company believes the ultimate outcome of this matter will not have a material adverse impact on its condensed consolidated financial statements.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
Preferred Freezer Services, LLC Litigation
On February 11, 2019, Preferred Freezer Services, LLC (“PFS”) moved by Order to Show Cause in the Supreme Court of the State of New York, New York County, asserting breach of contract and other claims against the Company and seeking to preliminarily enjoin the
Company from acting to acquire certain properties leased by PFS. In its complaint and request for preliminary injunctive relief, PFS alleged that the Company breached a confidentiality agreement entered into in connection with the Company’s participation in a bidding process for the sale of PFS by contacting PFS’s landlords and by using confidential PFS information in bidding for the properties leased by PFS (the “PFS Action”).
PFS’s request for a preliminary injunction was denied after oral argument on February 26, 2019. On March 1, 2019, PFS filed an application for interim injunctive relief from the Appellate Division of the Supreme Court,
First Judicial Department.
On April 2, 2019, while its application to the First Department was pending, PFS voluntarily dismissed its state court action, and First Department application, and re-filed substantially the same claims against the Company in the U.S. District Court for the Southern District of New York. In addition to an order enjoining Americold from making offers to purchase the properties leased by PFS, PFS sought compensatory, consequential and/or punitive damages. The Company filed a motion to require PFS to reimburse the Company for its legal fees it incurred for the state court action before PFS is
allowed to proceed in the federal court action. On February 18, 2020, the Court granted Americold’s request for an award of legal fees from PFS but declined to stay the case pending payment of that award. As to the amount of the award, the Company and PFS have entered into a stipulation that PFS will pay Americold $i550,000 to reimburse the
Company for its legal fees upon the conclusion of the case.PFS has since amended its complaint, and Americold has filed a motion to dismiss that amended complaint.
On June 25, 2020, Fenway Polar Representative (“Fenway”), an entity alleging to represent the interests of the former shareholders of PFS, filed a lawsuit in the Supreme Court of the State of New York, New York County alleging based on similar factual allegations made in the PFS Action it is seeking damages in excess of $i400 million
due to the Company’s alleged fraudulent and tortious interference in the sale of PFS (the “Fenway Action”).
The Company denies the allegations of the PFS Action and the Fenway Action and believes the plaintiffs’ claims are without merit and intends to vigorously defend itself against the allegations. Given the status of the proceedings to date, a liability cannot be reasonably estimated. The Company believes the ultimate outcome of this matter will not have a material adverse impact on its condensed consolidated financial statements.
Environmental Matters
The
Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations.
The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies.
The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company recorded nominal environmental liabilities in
Notes to Condensed Consolidated Financial Statements
- (Unaudited)
accounts payable and accrued expenses as of March 31, 2021 and December 31, 2020. The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up
cost. There are no material unrecorded liabilities as of March 31, 2021. Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage.
Occupational Safety and Health Act (OSHA)
The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold
stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial, and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to employees who may be injured at our warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in substantial compliance with all OSHA regulations and that no material unrecorded liabilities exist as of March 31, 2021 and December 31, 2020.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
15. iAccumulated Other Comprehensive Loss
The Company reports activity in AOCI for foreign currency
translation adjustments, including the translation adjustment for investments in partially owned entities, unrealized gains and losses on cash flow hedge derivatives, and minimum pension liability adjustments (net of tax). iThe activity in AOCI for the three months ended March 31, 2021 and 2020 is as follows (in thousands):
Net
amount reclassified from AOCI to net (loss) income
i—
i8
Other
comprehensive income, net of tax
i381
i414
Balance
at end of period, net of tax
(i2,944)
(i4,344)
Foreign
currency translation adjustments:
Balance at beginning of period, net of tax
i3,234
(i6,710)
Loss
on foreign currency translation
(i10,682)
(i25,547)
Less:
Tax expense
i—
i—
Net
loss on foreign currency translation
(i10,682)
(i25,547)
Balance
at end of period, net of tax
(i7,448)
(i32,257)
Designated
derivatives:
Balance at beginning of period, net of tax
(i4,288)
(i2,658)
Unrealized
gain on cash flow hedge derivatives
i2,672
i7,196
Unrealized
gain on net investment hedge derivative
i—
i5,250
Less:
Tax expense
i—
i—
Net
gain on designated derivatives
i2,672
i12,446
Net
amount reclassified from AOCI to net (loss) income (interest expense)
i93
(i291)
Net
amount reclassified from AOCI to net (loss) income (loss on debt extinguishment, modifications and termination of derivative instruments)
i627
i—
Net
reclassified from AOCI to net (loss) income (foreign exchange (gain) loss)
(i2,371)
(i16,194)
Balance
at end of period, net of tax
(i3,267)
(i6,697)
Accumulated
other comprehensive loss
$
(i13,659)
$
(i43,298)
(1)Amounts
reclassified from AOCI for pension liabilities are recognized in “Selling, general and administrative” in the accompanying condensed consolidated statements of operations.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
16. iSegment
Information
Our principal operations are organized into ifour reportable segments: Warehouse, Third-party managed, Transportation and Other.
•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
(10) government-approved temperature-controlled storage and inspection services, (11) fumigation, (12) pre-cooling and cold treatment services, and (13) ripening. 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 owned a limestone quarry in Carthage, Missouri. Revenues were generated from the sale of limestone mined at our quarry. Cost of operations for our quarry consisted primarily of labor, equipment, fuel and explosives. We do not view the operation of the quarry as an integral part of our business, and as a result this business segment was subsequently sold on July 1, 2020.
Our reportable segments are strategic business units
separated by service offerings. Each reportable segment is managed separately and requires different operational and marketing strategies. The accounting polices used in the preparation of our reportable segments financial information are the same as those used in the preparation of its condensed consolidated financial statements.
Our chief operating decision maker uses revenues and segment contribution to evaluate segment performance. We calculate segment contribution as earnings before interest expense, taxes, depreciation and amortization, and exclude selling, general and administrative expense, acquisition, litigation and other expense, impairment of long-lived assets, gain or loss on sale of real estate and all components of non-operating other income and expense. Selling, general and administrative functions support all the business segments. Therefore, the related expense is not allocated to segments as the chief operating
decision maker does not use it to evaluate segment performance.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
Segment contribution is not a measurement of financial performance under GAAP, and may not be comparable to similarly titled measures of other companies. You should not consider our segment contribution as an alternative to operating income determined in accordance
with GAAP.
i
The following table presents segment revenues and contributions with a reconciliation to income before income tax for the three months ended March 31, 2021 and 2020 (in thousands):
Notes to Condensed Consolidated Financial Statements - (Unaudited)
The following table details our assets by reportable segments, with a reconciliation to total assets reported for each of the periods presented in the accompanying Condensed Consolidated Balance Sheets.
(1)
The assets acquired in 2020 related to the Agro acquisition are reflected in the tables above within the row titled ‘Unallocated Acquisitions’ as the acquired assets have not yet been assigned to the respective segments as of March 31, 2021. We expect the assets will be assigned to the Warehouse and Transportation segments during the measurement period.
17. iEarnings
per Common Share
Basic and diluted earnings per common share are calculated by dividing the net income or loss attributable to common shareholders by the basic and diluted weighted-average number of common shares outstanding in the period, respectively, using the allocation method prescribed by the two-class method. The Company applies this method to compute earnings per share because it distributes non-forfeitable dividend equivalents on restricted stock units and OP units granted to certain employees and non-employee trustees who have the right to participate in the distribution of common dividends while the restricted stock units and OP units are unvested.
The shares issuable upon settlement of forward sale agreements are reflected in the diluted earnings per share calculations using
the treasury stock method. Under this method, the number of the Company’s common shares used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of common shares that would be issued upon full physical settlement of the forward sale agreements over the number of common shares that could be purchased by the Company in the market (based on the average market price during the period) using the proceeds receivable upon full physical settlement (based on the adjusted forward sale price at the end of the reporting period). If and when the Company physically or net share settles the forward sale agreements, the delivery of common shares would result in an increase in
the number of shares outstanding and dilution to earnings per share.
iA reconciliation of the basic and diluted weighted-average number of common shares outstanding for the three months ended March 31, 2021 and 2020 is as follows (in thousands):
Weighted
average common shares outstanding – diluted
i252,938
i203,783
For
the three months ended March 31, 2021, potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in the current period. Consequently, the Company did not have any adjustments in this period between basic and diluted loss per share related to share-based awards and equity forward contract stock shares.
i
The
table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted (loss) income per share (in thousands):
The
following tables represent a disaggregation of revenue from contracts with customers for the three months ended March 31, 2021 and 2020 by segment and geographic region:
(1)Warehouse
services revenue includes sales of product that Americold purchases on the spot market, repackages, and sells to customers. Such revenues totaled $i2.9 million and $i0
for the three months ended March 31, 2021 and March 31, 2020, respectively.
(2)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.
(3)Revenues are within the scope of Topic 842, Leases.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
Performance Obligations
Substantially all our revenue for warehouse storage and handling services, and management and incentive fees earned under third-party managed and other contracts is recognized over time as the customer benefits throughout the period until the contractual term expires. Typically, revenue is recognized over time using an output measure (e.g. passage of time) to measure progress. Revenue recognized at a point in time upon delivery when the customer typically obtains
control, include most accessorial services, transportation services, reimbursed costs and quarry product shipments.
For arrangements containing non-cancellable contract terms, any variable consideration related to storage renewals or incremental handling charges above stated minimums are i100% constrained and not included in aggregate amount of the transaction
price allocated to the unsatisfied performance obligations disclosed below, given the degree in difficulty in estimation. Payment terms are generally i0 - i30 days upon billing, which is typically monthly, either in advance or subsequent to the performance of services.
The same payment terms typically apply for arrangements containing variable consideration.
The Company has no material warranties or obligations for allowances, refunds or other similar obligations.
As of March 31, 2021, the Company had $i622.2 million
of remaining unsatisfied performance obligations from contracts with customers subject to non-cancellable terms and have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize approximately i24% of
these remaining performance obligations as revenue in 2021, and the remaining i76% to be recognized over a weighted average period of i12.8
years through 2038.
The timing of revenue recognition, billings and cash collections results in accounts receivable (contract assets), and unearned revenue (contract liabilities) on the accompanying Condensed Consolidated Balance Sheets. Generally, billing occurs monthly, subsequent to revenue recognition, resulting in contract assets. However, the Company may bill and receive advances on storage and handling services,
before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the accompanying Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the three months ended March 31, 2021, were not materially impacted by any other factors.
Opening and closing receivables balances related to contracts
with customers accounted for under ASC 606 were $i302.5 million and $i321.5 million as of March 31, 2021 and December 31,
2020, respectively, and $i214.8 million and $i213.2 million as of March 31, 2020 and December 31,
2019, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842.
Opening and closing balances in unearned revenue related to contracts with customers were $i19.0 million and $i19.2 million
as of March 31, 2021 and December 31, 2020, respectively, and $i17.1 million and $i16.4
million as of March 31, 2020 and December 31, 2019, respectively. Substantially all revenue that was included in the contract liability balances at the beginning of 2020 and 2019 has been recognized as of March 31, 2021 and March 31, 2020, respectively, and represents revenue from the satisfaction of monthly storage and handling services with inventory that turns on average every i30
days.
Notes to Condensed Consolidated Financial Statements - (Unaudited)
54
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described under Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A of our Annual Report on Form 10-K
for the year ended December 31, 2020.
MANAGEMENT’S OVERVIEW
We are the world’s largest publicly traded REIT focused on the ownership, operation, acquisition and development of temperature-controlled warehouses. We are organized as a self-administered and self-managed REIT with proven operating, development and acquisition expertise. As of March 31, 2021, we operated a global network of 242 temperature-controlled warehouses encompassing over 1.4 billion cubic feet, with 198 warehouses in North America, 26 in Europe, 15 warehouses in Asia-Pacific, and three warehouses in South America. In addition, we hold two minority interests in Brazilian-based joint ventures,
one with SuperFrio, which owns or operates 27 temperature-controlled warehouses and one with Comfrio, which owns or operates 23 temperature-controlled warehouses.
Components of Our Results of Operations
Warehouse. Our primary source of revenues consists of rent, storage, and warehouse services fees. Our rent, 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, perishable or other products in our warehouses by our customers. 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, (10) government-approved temperature-controlled storage and inspection services, (11) fumigation, (12) pre-cooling and cold treatment services, and (13) ripening. We refer to these handling and other warehouse services as our value-added services.
Cost of operations for our warehouse segment consist of power, other facilities costs,
labor, and other service costs. Labor, the largest component of the cost of operations from our warehouse segment, consists primarily of employee wages, benefits, and workers’ compensation. Trends in our labor expense are influenced by changes in headcount and compensation levels, changes in customer requirements, workforce productivity, variability in costs associated with medical insurance and the impact of workplace safety programs, inclusive of the number and severity of workers’ compensation claims. Labor expense is also impacted as a result of discretionary bonuses. In response to the COVID-19 pandemic, we have incorporated certain inefficiencies such as staggered break schedules, social distancing, and other changes to process, all of which we expect to continue to incur going forward. Our second largest cost of operations from our warehouse segment is power utilized in the operation of
55
our
temperature-controlled warehouses. As a result, trends in the price for power in the regions where we operate may have a significant effect on our financial results. We may from time to time hedge our exposure to changes in power prices through fixed rate agreements or, to the extent possible and appropriate, through rate escalations or power surcharge provisions within our customer contracts. Additionally, business mix impacts power expense depending on the temperature zone or type of freezing capabilities required. Other facilities costs include utilities other than power, property insurance, property taxes, sanitation (which include incremental supplies as a result of COVID-19), repairs and maintenance on real estate, rent under real property operating leases, where applicable, security, and other related facilities costs. Other services costs include equipment costs, warehouse
consumables (e.g., shrink-wrap and uniforms), PPE to maintain the health and safety of our associates, warehouse administration and other related services costs.
Third-Party Managed. We receive a reimbursement of substantially all expenses for warehouses that we manage on behalf of third-party owners, with all reimbursements recognized as revenues under the relevant accounting guidance. We also earn management fees, incentive fees upon achieving negotiated performance and cost-savings results, or an applicable mark-up on costs. Cost of operations for our third-party managed segment is reimbursed on a pass-through basis (typically within two weeks).
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 consists primarily of third-party carrier charges, which are impacted by factors affecting those carriers. We supplemented our regional, national and truckload consolidation business with the Hall’s acquisition, which services the Northeast corridor of the U.S. with an owned and maintained fleet. Our acquisition of Agro Merchants further expands our Transportation service offering. Agro Merchants operates its own fleet of temperature-controlled vehicles in the U.S., Ireland and UK and also offers a variety of non-asset based transportation management services. These include multi-modal global freight forwarding services to support our customers’ needs.
Other. In addition to our primary business segments, we owned and operated a limestone quarry in Carthage, Missouri for the first half of 2020. Revenues were generated from the sale of limestone
mined at our quarry. Cost of operations for our quarry consisted primarily of labor, equipment, fuel and explosives. The sale of our quarry business segment was completed on July 1, 2020.
Other Consolidated Operating Expenses. We also incur depreciation and amortization expenses, corporate-level selling, general and administrative expenses and corporate-level acquisition, litigation and other expenses.
Our depreciation and amortization charges result primarily from the capital-intensive nature of our business. The principal components of depreciation relate to our warehouses, including buildings and improvements, refrigeration equipment, racking, leasehold improvements, material handling equipment, furniture and fixtures, and our computer hardware and software. Amortization relates primarily to intangible
assets for customer relationships.
Our corporate-level selling, general and administrative expenses consist primarily of wages and benefits for management, administrative, business development, account management, project management, marketing, engineering, supply-chain solutions, human resources and information technology personnel, as well as expenses related to equity incentive plans, communications and data processing, travel, professional fees, bad debt, training, office equipment and supplies. Trends in corporate-level selling, general and administrative expenses are influenced by changes in headcount and compensation levels and achievement of incentive compensation targets. To position ourselves to meet the challenges of the current business environment, we have implemented a shared services support structure to better manage costs and enhance the efficiency of our operations.
56
Our
corporate-level acquisition, litigation and other expenses consist of costs that we view outside of selling, general and administrative expenses with a high level of variability from period-to-period, and include the following:
•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 employee retention expense and work associated with information systems and other projects including spending to support future acquisitions, which primarily consist of professional services.
•Litigation costs incurred in order to defend ourselves from litigation charges outside
of the normal course of business and related settlement costs.
•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 share-based 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.
•Terminated site operations costs represent 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.
•Other costs relate to additional superannuation pension costs related to prior years upon review by the Australian Tax Office.
Key Factors Affecting Our Business and Financial Results
Acquisitions
and Joint Ventures
On March 1, 2021, the Company acquired Liberty Freezers for C$55.0 million. The acquisition was funded using funds drawn on our 2020 Senior Unsecured Revolving Credit Facility.
On December 30, 2020, we completed the acquisition of Agro Merchants for total consideration of $1.59 billion, including cash received of $47.5 million. This was comprised of cash consideration totaling $1.08 billion, of which $49.7 million was deferred, and the issuance of 14,166,667 common shares of beneficial interest to Oaktree and Agro management, with a fair value of $512.1 million based upon the closing share price on December 29, 2020 of $36.15.
Financing lease and sale-leaseback obligations associated with the acquisition totaled $119.9 million and when added to the total consideration transferred brings the total transaction cost to approximately $1.7 billion. Agro Merchants operated more than 236 million cubic feet of temperature-controlled warehouse and distribution space across 46 facilities and provided transportation services in the United States, Europe, Australia and Chile. Since the date of acquisition, we have reported the results of the facilities within our warehouse segment, and the results of Agro’s transportation services within our transportation segment.
57
On November 2, 2020, we completed the acquisition
of New Jersey based Hall’s Warehouse Corporation for $489.2 million. Hall’s consisted of eight facilities near the Port of Newark. Hall’s also provides transportation services to its customers. Since the date of acquisition, we have reported the results of the facilities within our warehouse segment, and the results of Hall’s transportation services within our transportation segment.
On August 31, 2020, we completed the acquisition of Caspers Cold Storage for cash consideration of approximately $25.6 million utilizing available cash on hand. Caspers consisted of a single temperature-controlled warehouse located in Tampa, Florida. Since the date of acquisition, we have reported the results of this facility within our warehouse segment.
Additionally, on August 31, 2020, we completed
the acquisition of AM-C Warehouses for cash consideration of approximately $82.7 million utilizing available cash on hand. AM-C Warehouses consisted of an owned facility in Mansfield, Texas and a leased facility in Grand Prairie, Texas. Since the date of acquisition, we have reported the results of these facilities within our warehouse segment.
On March 6, 2020, we acquired a 14.99% ownership interest in Superfrio Armazéns Gerais S.A. for Brazil Real Dollars of $117.8 million, or approximately USD $25.7 million, inclusive of certain legal fees. We funded the purchase price using cash on hand. Our pro-rata share of SuperFrio’s results are included within “(Loss) income from investments in partially owned entities”. As of March 31, 2021, SuperFrio owns or operates 27 temperature-controlled warehouses in Brazil.
On
January 2, 2020, we completed the purchase of all outstanding shares of Nova Cold for cash consideration of C$338.7 million (USD $260.6 million), net of cash received. Nova Cold consisted of four temperature-controlled facilities in Toronto, Calgary and Halifax. The acquisition was funded utilizing proceeds from the settlement of our April 2019 forward sale agreement combined with cash drawn on our 2018 Senior Unsecured Revolving Credit Facility. Since the date of acquisition, we have reported the results of these facilities within our warehouse segment.
Also, on January 2, 2020, we completed the purchase of all outstanding membership interests of Newport Cold for cash consideration of $57.7 million, net of cash received, utilizing available cash on hand. Newport Cold consists of a single temperature-controlled warehouse located
in St. Paul, Minnesota. Since the date of acquisition, we have reported the results of this facility within our warehouse segment.
Refer to Note 2, 3 and 4 of the Notes to the Condensed Consolidated Financial Statements for further information.
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COVID-19
We are continuing to closely monitor the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it will impact our customers and business partners. While we have not experienced significant disruptions on our operations from the COVID-19 pandemic thus far, we are unable to predict the future impact
that the COVID-19 pandemic may have on our financial condition, results of operations and cash flows due to numerous uncertainties arising from the pandemic. The extent to which COVID-19 impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with any degree of confidence, including the scope, severity, duration and geographies of the outbreak, the actions taken to contain the COVID-19 pandemic or mitigate its impact as requested or mandated by governmental authorities or otherwise voluntarily taken by individuals or businesses, and the direct and indirect economic effects of the outbreak and containment measures, among others. Our business is deemed an “essential business” as defined by the Department of Homeland Security, which means that our associates are able to continue working in our facilities during “shelter-in-place” or “stay-at-home” orders. The outbreak of COVID-19 in the United States
and other countries in which we operate, has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The global impact of the outbreak has led many nations, states and local authorities to institute “shelter-in-place” or “stay-at-home” orders, mandate business and school closures and restrict travel. Certain states and cities, including where we own properties, have development sites and where our principal place of business is located, have also reacted by instituting restrictions on travel, “shelter in place” rules, restrictions on types of business that may continue to operate, and/or restrictions on the types of construction projects that may continue. Many countries, states and cities have begun implementing “reopening” plans, however, these restrictions vary widely by jurisdiction and may continue to change as the COVID-19 pandemic progresses.
The negative impacts of the COVID-19 pandemic are pervasive across a broad spectrum of industries, including industries in which we, our customers and business partners operate. Negative impacts from COVID-19 may negatively impact the business and operations of our customers and business partners (including our suppliers). Further, the impacts of a potentially worsening of global economic conditions and the continued disruptions to, and volatility in, the credit and financial markets, consumer and business spending as well as other unanticipated consequences continue to remain unknown. The impacts of locations of outbreaks and actions mandated by governmental authorities or taken voluntarily by businesses and individuals to contain or mitigate the spread of COVID-19 and the timing of the repeal or loosening of such restrictions are also unknown. As a result, we cannot at this time predict the impact of the COVID-19 pandemic, but it could have a material adverse effect
on our business, financial condition, liquidity, results of operations and prospects. Refer to our Annual Report on Form 10-K for the year ended December 31, 2020 for further considerations, “Risk Factors - Risks Related to Public Health Crises - We face various risks and uncertainties related to public health crises, including the recent and ongoing global outbreak of the novel coronavirus and variants (COVID-19). The COVID-19 pandemic is growing and its impacts are uncertain and hard to measure and may have a material adverse effect on us.”
Foreign Currency Translation Impact on Our Operations
Our consolidated revenues and expenses are subject to variations caused by the net effect of foreign currency translation on revenues and expenses incurred by our operations outside the United States. Future fluctuations of foreign
currency exchange rates and their impact on our Condensed Consolidated Statements of Operations are inherently uncertain. As a result of the relative size of our international operations, these fluctuations may be material on our results of operations. Our revenues and expenses from our international operations are typically denominated in the local currency of the country in which they are derived or incurred. Therefore, the impact of foreign currency fluctuations on our results of operations and margins is partially mitigated.
59
The following table shows a comparison of underlying average exchange rates of the foreign currencies that impacted our U.S. dollar-reported revenues and expenses during the periods discussed herein
together with a comparison against the exchange rates of such currencies at the end of the applicable periods presented herein. The rates below represent the U.S. dollar equivalent of one unit of the respective foreign currency. Amounts presented in constant currency within our Results of Operations are calculated by applying the average foreign exchange rate from the comparable prior year period to actual local currency results in the current period, rather than the actual exchange rates in effect during the respective period. While constant currency metrics are a non-GAAP calculation and do not represent actual results, the comparison allows the reader to understand the impact of the underlying operations in addition to the impact of changing foreign exchange rates.
foreign exchange rate used to adjust actual operating results for the three months ended
March 31, 2021(1)
Canadian dollar
0.796
0.790
0.708
0.744
Euro
1.173
1.205
N/A
1.104
British
Pound
1.378
1.379
N/A
1.280
Poland Zloty
0.253
0.265
N/A
0.256
Australian
dollar
0.760
0.773
0.614
0.657
New Zealand dollar
0.699
0.719
0.596
0.634
Argentinian
peso
0.011
0.011
0.016
0.016
Chilean Peso
0.001
0.001
N/A
0.001
Brazilian
real
0.178
0.183
0.193
0.208
(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.
Focus on Our Operational Effectiveness and Cost Structure
We
continuously seek to execute on various initiatives aimed at streamlining our business processes and reducing our cost structure, including: realigning and centralizing key business processes and fully integrating acquired assets and businesses; implementing standardized operational processes; integrating and launching new information technology tools and platforms; instituting key health, safety, leadership and training programs; and capitalizing on the purchasing power of our network. Through the realignment of our business processes, we have acquired new talent and strengthened our service offerings. In order to reduce costs in our facilities, we have invested in energy efficiency projects, including LED lighting, thermal energy storage, motion-sensor technology, variable frequency drives for our fans and compressors, third party efficiency reviews and real-time monitoring of energy consumption, rapid open and close doors, and alternative-power generation technologies
to improve the energy efficiency of our warehouses. We have also performed fine-tuning of our refrigeration systems, deployed efficient energy management practices, such as time-of-use and awareness, and have increased our participation in Power Demand Response programs with some of our power suppliers. These initiatives have allowed us to reduce our consumption of kilowatt hours and energy spend.
As part of our initiatives to streamline our business processes and to reduce our cost structure, we have evaluated and exited less strategic and profitable markets or business lines, including the sale of certain warehouse assets, the exit of certain leased facilities, the exit of certain transportation operations, the exit of certain managed
60
warehouse
agreements, the exit of the China JV, and the sale of our quarry business. Through our process of active portfolio management, we continue to evaluate our markets and offerings.
Strategic Shift within Our Transportation Segment
Several years ago, we initiated a strategic shift in our transportation segment services and solutions. The intention of this strategic shift was to better focus our business on the operation of our temperature-controlled warehouses. Specifically, we have gradually exited certain commoditized, non-scalable, or low margin services we historically offered to our customers, in favor of more profitable and value-added programs, such as regional, national, truckload and retailer-specific multi-vendor consolidation services. We designed each value-added program to improve efficiency and reduce transportation and logistics costs to our warehouse customers, whose
transportation spend typically represents the majority of their supply-chain costs. We believe this efficiency and cost reduction helps to drive increased client retention, as well as maintain high occupancy levels in our temperature-controlled warehouses. Over the last several years, we have made significant progress in implementing our strategic initiative of growing our transportation service offering in a way that complements our temperature-controlled warehouse business, for example, we have also added a dedicated fleet service offering through acquisitions such as Agro and Hall’s. We intend to continue executing this strategy in the future.
Historically Significant Customer
For the three months ended March 31, 2021 and 2020, one customer accounted for more than 10% of our total
revenues. For the three months ended March 31, 2021 and 2020, sales to this customer were $65.8 million and $55.6 million, respectively. The substantial majority of this customer’s business relates to our third-party managed segment. We are reimbursed for substantially all expenses we incur in managing warehouses on behalf of third-party owners. We recognize these reimbursements as revenues under applicable accounting guidance, but these reimbursements generally do not affect our financial results because they are offset by the corresponding expenses that we recognize in our third-party managed segment cost of operations. Of the revenues received from this customer, $61.3 million and $51.0 million represented reimbursements for certain expenses we incurred during the three months ended March 31, 2021 and 2020,
respectively, were offset by matching expenses included in our third party managed cost of operations.
Economic Occupancy of our Warehouses
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 the actual pallet commitment specified in each customers’ contract, and subtracting the physical pallet positions. We regard economic occupancy as an important driver of our financial results. Historically, providers of temperature-controlled warehouse space have offered storage services to customers on an as-utilized, on-demand basis. We actively seek to enter into contracts
that implement our commercial business rules which contemplate, among other things, fixed storage commitments in connection with establishing new customer relationships. Additionally, we actively seek opportunities to transition our current customers to contracts that feature a fixed storage commitment when renewing existing agreements or upon the change in the anticipated profile of our customer. This strategy mitigates the impact of changes in physical occupancy throughout the course of the year due to seasonality, as well as other factors that can impact physical occupancy while ensuring our customers have the necessary space they need to support their business.
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Throughput
at our Warehouses
The level and nature of throughput at our warehouses is an important factor impacting our warehouse services revenues in our warehouse segment. Throughput refers to the volume of pallets that enter and exit our warehouses. Higher levels of throughput drive warehouse services revenues in our warehouse segment as customers are typically billed on a basis that takes into account the level of throughput of the goods they store in our warehouses. The nature of throughput may be driven by the expected turn of the underlying product or commodity. Throughput pallets can be influenced both by the food manufacturers as well as shifts in demand preferences. Food manufacturers’ production levels, which respond to market conditions and consumer preferences, may impact inbound pallets. Similarly, a change in inventory turnover due to shift in customer demand may impact outbound pallets.
How
We Assess the Performance of Our Business
Segment Contribution (Net Operating Income or “NOI”)
We evaluate the performance of our primary business segments based on their contribution (NOI) to our overall results of operations. We use the term “segment contribution (NOI)” to mean a segment’s revenues less its cost of operations (excluding any depreciation, depletion and amortization, impairment charges, corporate-level selling, general and administrative and corporate-level acquisition, litigation and other expenses). We use segment contribution (NOI) to evaluate our segments for purposes of making operating decisions and assessing performance in accordance with FASB ASC, Topic 280, Segment Reporting.
We also analyze the “segment contribution (NOI) margin” for each of
our business segments, which we calculate as segment contribution (NOI) divided by segment revenues.
In addition to our segment contribution (NOI) and segment contribution (NOI) margin, we analyze the contribution (NOI) of our warehouse rent and storage operations and our warehouse services operations within our warehouse segment. We calculate the contribution (NOI) of our warehouse rent and storage operations as rent and storage revenues less power and other facilities cost. We calculate the contribution (NOI) of our warehouse services operations as warehouse services revenues less labor and other service costs. We calculate the contribution (NOI) margin for each of these operations as the applicable contribution (NOI) measure divided by the applicable revenue measure. We believe the presentation of these contribution (NOI) and contribution (NOI) margin measures helps investors understand the relative revenues, costs and
earnings resulting from each of these separate types of services we provide to our customers in the same manner reviewed by our management in connection with the operation of our business. These contribution (NOI) measures within our warehouse segment are not measurements of financial performance under U.S. GAAP, and these measures should be considered as supplements, but not as alternatives, to our results calculated in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our comparative results of operations below.
Same Store Analysis
Effective January 1, 2020, we define our “same store” population once a year at the beginning of the current calendar year. Our same store population includes properties that were owned or leased for the entirety of two comparable periods and that have
reported at least twelve months of consecutive normalized operations prior to January 1 of the prior calendar year. We define “normalized operations” as properties that have been open for operation or lease after development or significant modification, including the expansion of a warehouse footprint or a warehouse rehabilitation subsequent to an event, such as anatural disaster or similar event causing disruption to operations. In addition, our definition of “normalized operations” takes into account changes in the ownership
62
structure (e.g., purchase of a previously leased warehouse would result in different charges in the compared periods), which would
impact comparability in our warehouse segment contribution (NOI).
Acquired properties will be included in the “same store” population if owned by us as of the first business day of each year, of the prior calendar year and still owned by us as of the end of the current reporting period, unless the property is under development. The “same store” pool is also adjusted to remove properties that were sold or entering development subsequent to the beginning of the current calendar year. As such, the “same store” population for the period ended March 31, 2021 includes all properties that we owned at January 2, which had both been owned and had reached “normalized operations” by January 2, 2020.
We calculate “same store contribution (NOI)” as revenues
for the same store population less its cost of operations (excluding any depreciation and amortization, impairment charges, corporate-level selling, general and administrative expenses, corporate-level acquisition, litigation and other expenses and gain or loss on sale of real estate). In order to derive an appropriate measure of period-to-period operating performance, we also calculate our same store contribution (NOI) on a constant currency basis to remove the effects of foreign currency exchange rate movements by using the comparable prior period exchange rate to translate from local currency into U.S. dollars for both periods. We evaluate the performance of the warehouses we own or lease using a “same store” analysis, and we believe that same store contribution (NOI) is helpful to investors as a supplemental performance measure because it includes the operating performance from the population of properties that is consistent from period to period and also
on a constant currency basis, thereby eliminating the effects of changes in the composition of our warehouse portfolio and currency fluctuations on performance measures.
The following table shows the number of same-store warehouses in our portfolio as of March 31, 2021. The number of warehouses owned or operated in as of March 31, 2021 and excluded as same-store warehouses for the period ended March 31, 2021 is listed below. While not included in the non-same store warehouse count in the table below, the results of operations for the non-same store warehouses includes the partial period impact of sites that were exited during the periods presented.
Total
Warehouses
242
Same Store Warehouses
162
Non-Same Store Warehouses (1)
71
Third-Party Managed Warehouses
9
(1) During the first quarter of 2021, we completed the acquisition of Liberty Freezers resulting in the addition of four facilities.
As
of March 31, 2021, our portfolio consisted of 242 total warehouses, including 233 within the warehouse segment and 9 in the third-party managed segment. In addition, we hold minority interests in two Brazilian joint ventures, Superfrio, which owns or operates 27 temperature-controlled warehouses, and Comfrio, which owns or operates 23 temperature-controlled warehouses.
Same store contribution (NOI) is not a measurement of financial performance under U.S. GAAP. In addition, other companies providing temperature-controlled warehouse storage and handling and other warehouse services may not define same store or calculate same store contribution (NOI) in a manner consistent with our definition or calculation. Same store contribution (NOI) should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. We provide reconciliations
of these measures in the discussions of our comparative results of operations below.
63
Constant Currency Metrics
As discussed above under “Key Factors Affecting Our Business and Financial Results—Foreign Currency Translation Impact on Our Operations,” our consolidated revenues and expenses are subject to variations outside our control that are caused by the net effect of foreign currency translation on revenues generated and expenses incurred by our operations outside the United States. As a result, in order to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency
fluctuations, we analyze our business performance based on certain constant currency reporting that represents current period results translated into U.S. dollars at the relevant average foreign exchange rates applicable in the comparable prior period. We believe that the presentation of constant currency results provides a measurement of our ongoing operations that is meaningful to investors because it excludes the impact of these foreign currency movements that we cannot control. Constant currency results are not measurements of financial performance under U.S. GAAP, and our constant currency results should be considered as a supplement, but not as an alternative, to our results calculated in accordance with U.S. GAAP. The constant currency performance measures should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. We provide reconciliations of these measures in the discussions of our
comparative results of operations below. Our discussion of the drivers of our performance below are based upon U.S. GAAP.
64
RESULTS OF OPERATIONS
Comparison of Results for the Three Months Ended March 31, 2021 and 2020
Warehouse Segment
The following table presents the operating results of our warehouse segment for the three months ended March 31,
2021 and 2020.
Three Months Ended March 31,
Change
2021
actual
2020 constant currency(1)
2020 actual
Actual
Constant currency
(Dollars in thousands)
Rent and storage
$
205,275
$
201,686
$
162,308
26.5
%
24.3
%
Warehouse
services
280,176
271,893
218,760
28.1
%
24.3
%
Total warehouse segment revenues
485,451
473,579
381,068
27.4
%
24.3
%
Power
26,204
25,750
19,704
33.0
%
30.7
%
Other
facilities costs (2)
50,532
49,699
32,102
57.4
%
54.8
%
Labor
214,547
208,238
170,138
26.1
%
22.4
%
Other
services costs (3)
47,987
47,051
32,351
48.3
%
45.4
%
Total warehouse segment cost of operations
$
339,270
$
330,738
$
254,295
33.4
%
30.1
%
Warehouse
segment contribution (NOI)
$
146,181
$
142,841
$
126,773
15.3
%
12.7
%
Warehouse rent and storage contribution (NOI) (4)
$
128,539
$
126,237
$
110,502
16.3
%
14.2
%
Warehouse
services contribution (NOI) (5)
$
17,642
$
16,604
$
16,271
8.4
%
2.0
%
Total
warehouse segment margin
30.1
%
30.2
%
33.3
%
-316 bps
-311 bps
Rent and storage margin(6)
62.6
%
62.6
%
68.1
%
-546
bps
-549 bps
Warehouse services margin(7)
6.3
%
6.1
%
7.4
%
-114 bps
-133 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 $9.3 million and $2.8 million, on an actual basis, for the first quarter of 2021 and 2020, respectively.
(3)Includes non-real estate rent expense (equipment lease and rentals) of $2.9 million and $2.8 million, on an actual basis, for the first quarter of 2021 and 2020, 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.
Warehouse segment revenues were $485.5 million for the three months ended March 31, 2021, an increase of $104.4 million, or 27.4%, compared to $381.1 million for the three months ended March 31, 2020. On a constant currency basis, our warehouse segment revenues were $473.6 million for the three months ended March 31, 2021, an increase of $92.5 million, or 24.3%, from the three months ended March 31, 2020. Approximately $109.1 million of the increase, on an actual currency basis, was primarily driven by acquisitions
completed between April 2020 and March 2021. We acquired 57 warehouse facilities as a result of the Agro, Hall’s, AM-C and Caspers acquisitions between April 1, 2020 and December 31, 2020. As a result, these facilities are reflected in the entirety of the current period but none of the comparable prior period. Additionally, we acquired four facilities on March 1, 2021 as a result of the Liberty Freezers acquisition, and the results of these facilities are included in the current period since the date of acquisition. Revenue growth was also due to contractual rate escalations and our stabilized developments. This was partially offset by the decline in the holdings and
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throughput
of food production and food service activity. The food manufacturers have been significantly impacted by COVID-19 outbreaks resulting in manufacturing inefficiencies, which has impacted our holdings and throughput. The consumption in food services continued to increase as re-opening plans progressed, but continues at a much lower level when compared to the prior year. The foreign currency translation of revenues earned by our foreign operations had a net $11.9 million favorable impact during the three months ended March 31, 2021, which was mainly driven by the weakening of the U.S. dollar against the Australian dollar and the Euro.
Warehouse segment cost of operations was $339.3 million for the three months ended March 31, 2021, an increase of $85.0 million, or 33.4%, compared to the three months ended March 31,
2020. On a constant currency basis, our warehouse segment cost of operations was $330.7 million for the three months ended March 31, 2021, an increase of $76.4 million, or 30.1%, from the three months ended March 31, 2020. Approximately $82.4 million of the increase, on an actual basis, was driven by the additional facilities in the warehouse segment we acquired in connection with the aforementioned acquisitions. In addition, we incurred increases in our cost of operations in response to COVID-19, as well as higher property tax and insurance costs which are reflective of current market trends. Additionally, the foreign currency translation of expenses incurred by our foreign operations had a net $8.5 million unfavorable impact during the three months ended March 31, 2021.
For
the three months ended March 31, 2021, warehouse segment contribution (NOI), increased $19.4 million, or 15.3%, to $146.2 million for the first quarter of 2021 compared to $126.8 million for the first quarter of 2020. The foreign currency translation of our results of operations had a $3.3 million favorable impact to the warehouse segment contribution period-over-period due to the weakening of the U.S. dollar. On a constant currency basis, warehouse segment NOI increased 12.7%. Approximately $26.8 million of the increase, on an actual basis, was primarily driven by the additional facilities in the warehouse segment as a result of the aforementioned acquisitions, and the growth and modest synergies experienced period-over-period during overlapping periods of ownership for sites acquired during the first quarter of 2020. The growth is also attributable to contractual rate escalations, and our recently completed developments.
The increase was partially offset by the following factors that impacted our same-store facilities: lower throughput and holdings driven by the impact of COVID-19 on the food manufacturing supply chain, the impact of exports on the first quarter of 2020, increased costs including property insurance and taxes, facility leasing costs and the impact of COVID-19 costs to maintain the health and safety of our employees.
Same Store and Non-Same Store Analysis
We had 162 same stores for the three months ended March 31, 2021. Please see “How We Assess the Performance of Our Business—Same Store Analysis” above for a reconciliation of the change in the same store portfolio from period to period. Amounts related to the acquisitions of Agro, AM-C Warehouses, Caspers, Halls, and Liberty Freezers, as well as certain expansion and development
projects not yet stabilized are reflected within non-same store results.
The following table presents revenues, cost of operations, contribution (NOI) and margins for our same stores and non-same stores with a reconciliation to the total financial metrics of our warehouse segment for the three months ended March 31, 2021 and 2020.
66
Three
Months Ended March 31,
Change
2021 actual
2020 constant currency(1)
2020 actual
Actual
Constant currency
Number of same store sites
162
162
n/a
n/a
Same
store revenues:
(Dollars in thousands)
Rent and storage
$
149,166
$
147,516
$
152,805
(2.4)
%
(3.5)
%
Warehouse
services
206,085
200,373
208,861
(1.3)
%
(4.1)
%
Total same store revenues
355,251
347,889
361,666
(1.8)
%
(3.8)
%
Same
store cost of operations:
Power
17,857
17,724
18,428
(3.1)
%
(3.8)
%
Other
facilities costs
32,939
32,593
29,827
10.4
%
9.3
%
Labor
158,905
154,320
158,907
—
%
(2.9)
%
Other
services costs
27,108
26,902
29,575
(8.3)
%
(9.0)
%
Total same store cost of operations
$
236,809
$
231,539
$
236,737
—
%
(2.2)
%
Same
store contribution (NOI)
$
118,442
$
116,350
$
124,929
(5.2)
%
(6.9)
%
Same store rent and storage contribution (NOI)(2)
$
98,370
$
97,199
$
104,550
(5.9)
%
(7.0)
%
Same
store services contribution (NOI)(3)
$
20,072
$
19,151
$
20,379
(1.5)
%
(6.0)
%
Total
same store margin
33.3
%
33.4
%
34.5
%
-120 bps
-110 bps
Same store rent and storage margin(4)
65.9
%
65.9
%
68.4
%
-247
bps
-253 bps
Same store services margin(5)
9.7
%
9.6
%
9.8
%
-2 bps
-20 bps
Three
Months Ended March 31,
Change
2021 actual
2020 constant currency(1)
2020 actual
Actual
Constant currency
Number of non-same store sites(6)
71
10
n/a
n/a
Non-same
store revenues:
(Dollars in thousands)
Rent and storage
$
56,109
$
54,170
$
9,503
490.4
%
470.0
%
Warehouse
services
74,091
71,520
9,899
648.5
%
622.5
%
Total non-same store revenues
130,200
125,690
19,402
571.1
%
547.8
%
Non-same
store cost of operations:
Power
8,347
8,026
1,276
554.2
%
529.0
%
Other
facilities costs
17,593
17,106
2,275
673.3
%
651.9
%
Labor
55,642
53,918
11,231
395.4
%
380.1
%
Other
services costs
20,879
20,149
2,776
652.1
%
625.8
%
Total non-same store cost of operations
$
102,461
$
99,199
$
17,558
483.6
%
465.0
%
Non-same
store contribution (NOI)
$
27,739
$
26,491
$
1,844
1,404.3
%
1,336.6
%
Non-same store rent and storage contribution (NOI)(2)
$
30,169
$
29,038
$
5,952
406.9
%
387.9
%
Non-same
store services contribution (NOI)(3)
$
(2,430)
$
(2,547)
$
(4,108)
40.8
%
38.0
%
Total
non-same store margin
21.3
%
21.1
%
9.5
%
1180 bps
1157 bps
Non-same store rent and storage margin(4)
53.8
%
53.6
%
62.6
%
-886
bps
-903 bps
Non-same store services margin(5)
(3.3)
%
(3.6)
%
(41.5)
%
3822 bps
3794 bps
67
Three
Months Ended March 31,
Change
2021 actual
2020 constant currency(1)
2020 actual
Actual
Constant currency
Total warehouse segment revenues
$
485,451
$
473,579
$
381,068
27.4
%
24.3
%
Total
warehouse cost of operations
$
339,270
$
330,738
$
254,295
33.4
%
30.1
%
Total warehouse segment contribution
$
146,181
$
142,841
$
126,773
15.3
%
12.7
%
(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 rent and storage contribution (NOI) divided by rent and storage revenues.
(5)Calculated as warehouse services contribution (NOI) divided by warehouse services revenues.
(6)Non-same store warehouse count of 71 includes four warehouses acquired through
the Liberty Freezers acquisition on March 1, 2021, 46 warehouses acquired through the Agro acquisition on December 30, 2020, eight warehouses acquired through the Hall’s acquisition on November 2, 2020, and three warehouses acquired through the Casper’s and AM-C warehouse acquisitions on August 31, 2020. The results of these acquisitions are reflected in the results above since date of ownership.
n/a - not applicable, the change in actual and constant currency metrics does not apply to site count.
68
The
following table provides certain operating metrics to explain the drivers of our same store performance.
Three Months Ended March 31,
Change
Units in thousands except per pallet and site number data - unaudited
2021
2020
Number
of same store sites
162
162
n/a
Same store rent and storage:
Economic occupancy(1)
Average
occupied economic pallets
2,885
3,094
(6.8)
%
Economic occupancy percentage
76.7
%
82.6
%
-597 bps
Same store rent and storage revenues per economic occupied pallet
$
51.70
$
49.38
4.7
%
Constant
currency same store rent and storage revenues per economic occupied pallet
$
51.13
$
49.38
3.5
%
Physical occupancy(2)
Average
physical occupied pallets
2,562
2,893
(11.5)
%
Average physical pallet positions
3,764
3,745
0.5
%
Physical occupancy percentage
68.1
%
77.3
%
-920
bps
Same store rent and storage revenues per physical occupied pallet
$
58.23
$
52.81
10.3
%
Constant currency same store rent and storage revenues per physical occupied pallet
$
57.59
$
52.81
9.0
%
Same
store warehouse services:
Throughput pallets (in thousands)
7,125
7,747
(8.0)
%
Same store warehouse services revenues per throughput pallet
$
28.92
$
26.96
7.3
%
Constant
currency same store warehouse services revenues per throughput pallet
$
28.12
$
26.96
4.3
%
Number of non-same store sites(3)
71
10
n/a
Non-same
store rent and storage:
Economic occupancy(1)
Average economic occupied pallets
1,088
162
571.6
%
Economic
occupancy percentage
78.0
%
61.9
%
1602 bps
Physical occupancy(2)
Average physical occupied pallets
1,066
155
586.3
%
Average
physical pallet positions
1,396
262
432.8
%
Physical occupancy percentage
76.4
%
59.4
%
1700 bps
Non-same
store warehouse services:
Throughput pallets (in thousands)
2,405
452
432.3
%
(1)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.
(2)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.
69
(3)Non-same store warehouse count of 71 includes four warehouses acquired through the Liberty Freezers acquisition on March 1, 2021, 46 warehouses acquired through the Agro acquisition on December 30, 2020, eight warehouses acquired through the Hall’s acquisition on November 2, 2020, and three warehouses acquired through the Casper’s and AM-C warehouse acquisitions on August
31, 2020. The results of these acquisitions are reflected in the results above since date of ownership.
Economic occupancy at our same stores was 76.7% for the three months ended March 31, 2021, a decrease of 597 basis points compared to 82.6% for the year ended March 31, 2020. At the beginning of the year, storage levels were lower than prior year levels due to ongoing supply chain variability as a result of the COVID pandemic, as well as food manufacturers producing at less than full capacity. As such, our customers’ existing inventories were drawn down to meet consumer demand. Additionally, recent acquisitions came into the same store pool during the first quarter of 2021 which have a lower percentage of fixed commitment revenue compared to our legacy same stores. Our economic occupancy at our same stores for the three
months ended March 31, 2021 was 859 basis points higher than our corresponding average physical occupancy of 68.1%. The decrease of 920 basis points in average physical occupancy compared to 77.3% for the year ended March 31, 2020 was partially driven by the factors mentioned above, as well as the build of inventory in the first quarter of 2020 arising partially from limitations in export activity, which generated lower throughput of inventory within our warehouses. Same store rent and storage revenues per economic occupied pallet increased 4.7% period-over-period, primarily driven by improvements in our commercial terms and contractual rate escalations. On a constant currency basis, our same store rent and storage revenues per occupied pallet increased 3.5% period-over-period.
Throughput
pallets at our same stores were 7.1 million pallets for the three months ended March 31, 2021, a decrease of 8.0% from 7.7 million pallets for the three months ended March 31, 2020. This decrease was the result of the COVID related impacts in various sectors and commodities, including the initial surge of demand in the grocery retail sector at the outset of the pandemic during the prior comparable period, paired with the decrease in throughput in the food service sector and protein commodity. Same store warehouse services revenue per throughput pallet increased 7.3% compared to the prior year primarily as a result of contractual rate escalations, favorable business mix and an increase in higher-priced, value-added warehouse services such as repackaging, blast freezing, and case-picking, and favorable foreign currency translation as previously discussed. On a constant currency
basis, our same store services revenue per throughput pallet increased 4.3% compared to the prior year.
Third-Party Managed Segment
The following table presents the operating results of our third-party managed segment for the three months ended March 31, 2021 and 2020.
Three
Months Ended March 31,
Change
2021 actual
2021 constant currency(1)
2020 actual
Actual
Constant currency
Number of managed sites
9
11
n/a
n/a
(Dollars
in thousands)
Third-party managed revenues
$
73,072
$
72,262
$
64,921
12.6
%
11.3
%
Third-party managed cost of operations
68,690
68,003
61,152
12.3
%
11.2
%
Third-party
managed segment contribution
$
4,382
$
4,259
$
3,769
16.3
%
13.0
%
Third-party
managed margin
6.0
%
5.9
%
5.8
%
19 bps
9 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.
Third-party managed revenues were $73.1 million
for the three months ended March 31, 2021, an increase of $8.2 million, or 12.6%, compared to $64.9 million for the three months ended March 31, 2020. This increase was a result of higher business volume in our domestic and foreign managed operations due to the consumer demand
70
shift to retail paired with the favorable impact of foreign currency translation related to our Australian managed revenues, partially offset by the exit of two Canadian managed sites during the second half of 2020.
Third-party managed cost of operations was $68.7 million for the three months ended March 31,
2021, an increase of $7.5 million, or 12.3%, compared to $61.2 million for the three months ended March 31, 2020. Third-party managed cost of operations increased as a result of the revenue trends described above.
Third-party managed segment contribution (NOI) was $4.4 million for the three months ended March 31, 2021, an increase of $0.6 million, or 16.3%, compared to $3.8 million for the three months ended March 31, 2020.
Transportation Segment
The following table presents the operating results of our transportation segment for the three months ended March 31, 2021 and 2020.
Three
Months Ended March 31,
Change
2021 actual
2021 constant currency(1)
2020 actual
Actual
Constant currency
(Dollars in thousands)
Transportation revenues
$
76,272
$
73,578
$
35,917
112.4
%
104.9
%
Total
transportation cost of operations
69,569
67,044
31,112
123.6
%
115.5
%
Transportation segment contribution (NOI)
$
6,703
$
6,534
$
4,805
39.5
%
36.0
%
Transportation
margin
8.8
%
8.9
%
13.4
%
-459 bps
-450 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.
Transportation revenues were $76.3 million for the three months ended March 31,
2021, an increase of $40.4 million, or 112.4%, compared to $35.9 million for the three months ended March 31, 2020. Domestically, our transportation operations experienced an increase due to the revenue associated with transportation operations from the Hall’s acquisition, which closed on November 2, 2020. Furthermore, the increase is due to the revenue associated with transportation operations from the Agro acquisition, which closed on December 30, 2020.
Transportation cost of operations was $69.6 million for the three months ended March 31, 2021, an increase of $38.5 million, or 123.6%, compared to $31.1 million for the three months ended March 31, 2020. The increase is
driven by the acquisitions mentioned above. Additionally, our costs increased due to a reduction in market capacity due to the COVID-19 pandemic, which has caused an increase in carrier fees.
Transportation segment contribution (NOI) was $6.7 million for the three months ended March 31, 2021, an increase of 39.5% compared to the three months ended March 31, 2020. Transportation segment margin decreased 459 basis points from the three months ended March 31, 2020, to 8.8% from 13.4%. The decrease in margin was primarily due to the acquisition of lower-margin transportation business compared to our legacy operations, coupled with higher costs as a result of the COVID-19 pandemic.
Other Consolidated Operating Expenses
Depreciation
and amortization. Depreciation and amortization expense was $77.2 million for the three months ended March 31, 2021, an increase of $25.6 million, or 49.6%, compared to $51.6 million for the three months ended March 31, 2020. This increase was primarily due to the acquisitions in 2020, as well as the Savannah development that was placed into service during the second quarter of 2020.
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Selling, general and administrative. Corporate-level selling, general and administrative expenses were $45.1 million for the three months ended March 31,
2021, a increase of $8.2 million, or 22.1%, compared to $36.9 million for the three months ended March 31, 2020. Included in these amounts are business development expenses attributable to new business pursuits, supply chain solutions and underwriting, facility development, customer on-boarding, and engineering and consulting services to support our customers in the cold chain. We believe these costs are comparable to leasing costs for other publicly-traded REITs. The increase was driven by costs assumed from the Agro and Hall’s acquisitions, net of synergies realized and higher professional fees. This is partially offset by lower travel costs due to the ongoing COVID-19 pandemic and related travel restrictions.
Acquisition, litigation and other. Corporate-level acquisition, litigation and other expenses were $20.8 million for the three months ended
March 31, 2021, an increase of $19.1 million compared to the three months ended March 31, 2020. Included in these amounts are business acquisition related costs, litigation costs associated with litigation charges outside of the normal course of business or resulting from a settlement, severance as a result of synergies realized from acquisitions or operational transformation, and terminated site operations costs. During the three months ended March 31, 2021, we incurred $13.5 million of acquisition related expenses primarily comprised of professional fees and integration related costs in connection with completed and potential acquisitions, most of which related to the recently completed Agro Merchants acquisition. We also incurred $4.8 million of ongoing costs related to the cyber event that occurred in late 2020, and
$2.4 million related to severance in our international operations and as a result of synergies from our recently completed acquisitions. During the three months ended March 31, 2020, we incurred $0.8 million of acquisition related expenses primarily comprised of employee retention, professional fees and integration related costs in connection with the completed and potential acquisitions. Additionally, we incurred $0.9 million of severance related to reduction in headcount as a result of the synergies from acquisitions and realignment of our international operations during the first quarter of 2020.
Other Expense and Income
The following table presents other items of expense and income for the three months ended March 31, 2021 and 2020.
Three
Months Ended March 31,
Change
2021
2020
%
Other (expense) income:
(Dollars in thousands)
Interest expense
$
(25,956)
$
(23,870)
8.7
%
Interest
income
224
587
(61.8)
%
Loss on debt extinguishment, modifications and termination of derivative instruments
(3,499)
(781)
348.0
%
Foreign
currency exchange gain (loss), net
173
(492)
135.2
%
Other income - net
505
871
(42.0)
%
Loss from investments in partially owned entities
(700)
(27)
2,492.6
%
Interest
expense. Interest expense was $26.0 million for the three months ended March 31, 2021, an increase of $2.1 million, or 8.7%, compared to $23.9 million for the three months ended March 31, 2020. The increase was primarily due to the issuance of the Series D and Series E Senior Unsecured Notes in December 2020. This was partially offset by the decrease in interest expense on our Senior Unsecured Term Loan A Facility due to the early principal repayment of $100.0 million and $200.0 million in December 2020 and January 2021, respectively. The effective interest rate of our outstanding debt decreased from 4.30% in the first quarter of 2020 to 3.31% in the first quarter of 2021.
72
Interest
income. Interest income was $0.2 million for the three months ended March 31, 2021, which decreased by $0.4 million when compared to the $0.6 million for three months ended March 31, 2020. This change was primarily driven by a lower interest rate of 0.2% earned during the first quarter of 2021 compared to 1.4% during the first quarter of 2020.
Loss on debt extinguishment, modifications and termination of derivative instruments. Loss on debt extinguishment, modifications, and termination of derivative instruments of $3.5 million for the three months ended March 31, 2021 decreased by $2.7 million compared to $0.8 million for three months ended March 31,
2020. This was primarily driven by the early repayment of $200 million of principal on the Senior Unsecured Term Loan A Facility, which resulted in a charge of $2.9 million for the write-off of unamortized deferred financing costs. Additionally, we recorded a charge of $0.6 million for the amortization of fees paid for the termination of interest rate swaps during 2020. During the three months ended March 31, 2020, in connection with the refinancing of the 2018 Senior Unsecured Credit Facility, we recorded a charge of $0.8 million for the write-off of unamortized deferred financing costs from the 2018 Senior Unsecured Credit Facility.
Other income - net. Other income - net was $0.5 million for the three months ended March 31, 2021 compared to $0.9 million for the three months ended March 31,
2020. The decrease of $0.4 million was primarily driven by lower customer lease restoration income and offset by a decrease in pension non-service costs.
Loss from investments in partially owned entities. During the first quarter of 2021 we incurred $0.7 million as our portion of net loss from the SuperFrio and Comfrio joint ventures. During the first quarter of 2020, we entered into the Superfrio joint venture for which we recorded a nominal amount as our portion of loss for the first quarter of 2020.
Income Tax Benefit (Expense)
Income tax benefit for the three months ended March 31, 2021 was $0.8 million, an increase of $1.3 million from an income tax expense of $0.5 million for the three months ended March 31,
2020. The change in income tax was primarily attributable to an increase in the share-based compensation related tax benefits and loss generated from our foreign operations which did not occur during the three months ended March 31, 2020.
73
Non-GAAP Financial Measures
We use the following non-GAAP financial measures as supplemental performance measures of our business: FFO, Core FFO, Adjusted FFO, EBITDAre and Core EBITDA.
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, real estate asset impairment and our share of reconciling items for partially owned entities. 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, acquisition, litigation and other, share-based compensation expense for the IPO retention grants, loss on debt extinguishment, modifications and termination of derivative instruments and foreign currency exchange loss. We also adjust for the impact of Core FFO attributable to partially owned entities. We have elected to reflect our share of Core FFO attributable to partially owned entities since the Brazil joint ventures are strategic partnerships, which we continue to actively participate in on an ongoing basis. The previous joint venture, the China JV, was considered for disposition during
the periods presented. 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 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, share-based compensation expense from grants of stock options and restricted stock units under our equity incentive plans, excluding IPO grants, non-real estate depreciation and amortization, and maintenance capital expenditures. We also adjust for AFFO attributable to our share of reconciling items of partially owned entities. 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 below reconciles FFO, Core FFO and Adjusted FFO to net (loss) income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.
74
Reconciliation
of Net (Loss) Income to NAREIT FFO, Core FFO, and Adjusted FFO
Our share of reconciling items related to partially owned entities
278
22
Adjusted FFO applicable to common shareholders
$
75,921
$
67,151
(a)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.
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 and amortization, net gain on sale of real estate, net of withholding taxes, and adjustment to reflect share of EBITDAre of partially owned entities. 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 acquisition, litigation and other expenses, loss on debt extinguishment, modifications and termination of derivative instruments, share-based compensation expense, foreign currency exchange gain or loss, loss from investments in partially owned entities, net gain on sale of non-real estate assets 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:
75
•these measures do not reflect our historical or future cash requirements for 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 (loss) income, which is the most directly comparable financial measure calculated in accordance with U.S. GAAP.
Reconciliation of Net (Loss) Income to NAREIT EBITDAre and Core EBITDA
Net
gain on sale of real estate, net of withholding taxes
—
(2,096)
Adjustment to reflect share of EBITDAre of partially owned entities
649
60
NAREIT EBITDAre
$
88,789
$
97,040
Adjustments:
Acquisition,
litigation and other
20,751
1,688
Loss from investments in partially owned entities
700
27
(Gain)
Loss on foreign currency exchange
(173)
492
Share-based compensation expense
5,030
4,307
Loss on debt extinguishment, modifications and termination of derivative instruments
3,499
781
Net
gain on sale of non-real estate assets
(158)
(165)
Reduction in EBITDAre from partially owned entities
(649)
(60)
Core
EBITDA
$
117,789
$
104,110
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LIQUIDITY AND CAPITAL RESOURCES
In March 2020, the Securities and Exchange Commission (SEC) adopted amendments to Rule 3-10 of Regulation S-X and created Rule
13-01 to simplify disclosure requirements related to certain registered securities. The rule is effective January 4, 2021 but earlier compliance is permitted. The Company and the Operating Partnership have filed a registration statement on Form S-3 with the SEC registering, among other securities, debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by the Company. As a result of the amendments to Rule 3-10 of Regulation S-X, subsidiary issuers of obligations guaranteed by the parent are not required to provide separate financial statements, provided that the subsidiary obligor is consolidated into the parent company’s consolidated financial statements, the parent guarantee is “full and unconditional”
and, subject to certain exceptions as set forth below, the alternative disclosure required by Rule 13-01 is provided, which includes narrative disclosure and summarized financial information. Accordingly, separate consolidated financial statements of the Operating Partnership have not been presented. Furthermore, as permitted under Rule 13-01(a)(4)(vi), the Company has excluded the summarized financial information for the Operating Partnership as the assets, liabilities and results of operations of the Company and the Operating Partnership are not materially different than the corresponding amounts presented in the consolidated financial statements of the Company, and management believes such summarized financial
information would be repetitive and not provide incremental value to investors.
We currently expect that our principal sources of funding for working capital, facility acquisitions, business combinations, expansions, maintenance and renovation of our properties, developments projects, debt service and distributions to our shareholders will include:
•our ATM Equity Program and related forward
sale agreements; and
•other forms of debt financings and equity offerings.
We expect that our funding sources as noted above are adequate and will continue to be adequate to meet our short-term liquidity requirements and capital commitments. These liquidity requirements and capital commitments include:
•operating activities and overall working capital;
•capital expenditures;
•debt service obligations; and
•quarterly shareholder distributions.
We expect to utilize the same sources of capital we will
rely on to meet our short-term liquidity requirements to also meet our long-term liquidity requirements, which include funding our operating activities, our debt service obligations and shareholder distributions, and our future development and acquisition activities. As previously discussed, the COVID-19 pandemic has created disruption among several industries. The outbreak of COVID-19 has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. While we did not incur significant disruption during the three months ended March 31, 2021 from the COVID-19 pandemic, we are unable to predict the impact that the pandemic may have on the sources of capital upon which we rely.
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We
are a well-known seasoned issuer with an effective shelf registration statement filed on April 16, 2020, which registered an indeterminate amount of common shares, preferred shares, depositary shares and warrants, as well as debt securities of the Operating Partnership, which will be fully and unconditionally guaranteed by us. As circumstances warrant, we may issue equity securities from time to time on an opportunistic basis, dependent upon market conditions and available pricing. We may use the proceeds for general corporate purposes, which may include the repayment of outstanding indebtedness, the funding of development, expansion and acquisition opportunities and to increase working capital.
On April 16, 2020, we entered into an equity distribution agreement, pursuant to which we may
sell up to an aggregate sales price of $500.0 million of our common shares through an ATM equity program (an “ATM Equity Program”). Sales of our common shares made pursuant to the ATM Equity Program may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE, or sales made to or through a market maker other than on an exchange, or as otherwise agreed between the applicable agent and us. Sales may also be made on a forward basis pursuant to separate forward sale agreements. We intend to use any net proceeds from sales of our common shares pursuant to the new ATM Equity Program for working capital, capital expenditures and other general corporate purposes, which may include funding development, expansion and acquisitions opportunities and the repayment of outstanding indebtedness.
There
was no activity under the 2020 ATM Equity Program during the first quarter of 2021. After considering the common shares issued and the forward sale agreements entered into during the year ended December 31, 2020, we had approximately $227.4 million availability remaining for distribution under the ATM Equity Program as of March 31, 2021.
Security Interests in Customers’ Products
By operation of law and in accordance with our customer contracts (other than leases), we typically receive warehouseman’s liens on products held in our warehouses to secure customer payments. Such liens permit us to take control of the products and sell them to third parties in order to recover any monies receivable
on a delinquent account, but such products may be perishable or otherwise not readily saleable by us. Historically, in instances where we have warehouseman’s liens and our customer sought bankruptcy protection, we have been successful in receiving “critical vendor” status, which has allowed us to fully collect on our accounts receivable during the pendency of the bankruptcy proceeding.
Our bad debt expense was $0.9 million and $0.6 million for the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, we maintained bad debt allowances of approximately $12.9 million, which we believed to be adequate.
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Dividends
and Distributions
We are required to distribute 90% of our taxable income (excluding capital gains) on an annual basis in order to continue to qualify as a REIT for federal income tax purposes. Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to shareholders from cash flows from our operating activities. While historically we have satisfied this distribution requirement by making cash distributions to our shareholders, we may choose to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our Board of Trustees. We consider market factors and our performance in addition to REIT requirements in determining distribution levels. We have distributed at least 100% of our taxable income annually since inception to minimize corporate-level federal income taxes. Amounts accumulated for distribution to shareholders
are invested primarily in interest-bearing accounts and short-term interest-bearing securities, which are consistent with our intention to maintain our status as a REIT.
As a result of this distribution requirement, we cannot rely on retained earnings to fund our ongoing operations to the same extent that other companies which are not REITs can. We may need to continue to raise capital in the debt and equity markets to fund our working capital needs, as well as potential developments in new or existing properties, acquisitions or investments in existing or newly created joint ventures. In addition, we may be required to use borrowings under our revolving credit facility, if necessary, to meet REIT distribution requirements and maintain our REIT status.
We declared the following dividends on its common shares during the three months ended March 31,
2021 and 2020 (in thousands, except per share amounts):
Dividend
equivalents accrued on unvested restricted stock units to be paid when the awards vest.
December (2020)/January
—
6
Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation).
December (2020)/January(b)
—
1,823
Dividend equivalents
paid on vested restricted stock units related to the market performance-based awards granted in 2018.
March/April
0.22
56,029
—
$
56,029
$
54,956
(a)Declared
in December 2019 and included in the $53.8 million declared, see description to the right regarding timing of payment.
(b)Dividend equivalents accrued related to the market performance-based awards granted in 2018 paid in January 2021 following award vesting date of January 8, 2021.
(3)The Company has the option to extend the 2020 Senior Unsecured Revolving Credit Facility up to two times for
a six-month period each.
(4) The 2020 Senior Unsecured Term Loan Tranche A-2 is denominated in Canadian dollars and aggregates to CAD $250.0 million. The carrying value in the table above is the US dollar equivalent as of March 31, 2021.
(5) The Senior Unsecured Notes Series D is denominated in Euros and aggregates to Euro $400.0 million. The carrying value in the table
(7) The Senior Unsecured Revolving Credit Facility is denominated in CAD and aggregates to CAD $55.0 million. The carrying value in the table above is the US dollar equivalent as of March 31, 2021.
(8) The effective interest rate includes effects of amortization of the deferred financing costs. The weighted average effective interest rate for total debt was 3.31% and 3.19% as of March 31, 2021 and December 31, 2020, respectively.
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2020
Senior Unsecured Credit Facility
On March 26, 2020, we entered into a five-year Senior Unsecured Term Loan A Facility and a four-year $800 million Senior Unsecured Revolving Credit Facility, which we refer to as the 2020 Senior Unsecured Credit Facility. The proceeds were used to refinance the existing $800 million 2018 Senior Unsecured Revolving Credit Facility maturing January 23, 2021 and USD denominated $475 million 2018 Senior Unsecured Term Loan maturing January 23, 2023. The total borrowing capacity of the 2020 Senior Unsecured Credit Facility was approximately $1.4 billion USD. The Company reduced the margin on 2020 Senior Unsecured Term Loan A Facility and 2020 Senior Unsecured Credit
Facility by five basis points.
On December 30, 2020, we paid $100 million on our Term Loan A Tranche A-1 facility. On January 29, 2021, we executed an amendment to our existing credit agreement which expanded our revolving credit facility borrowing capacity by $200 million. Other terms associated with the credit facility, such as the interest rate, fees, and maturity, remained unchanged. In tandem with the amendment, we repaid $200 million of our Term Loan A Tranche A-1 facility.
The 2020 Senior Unsecured Term Loan A Facility is broken into two tranches. Tranche A-1 is comprised of a $125.0 million USD term loan and Tranche A-2 is comprised of a CAD $250.0 million term loan, both are five-year loans maturing in 2025. Tranche A-2 provides a natural hedge for the
Company’s investment in the recently completed Nova Cold acquisition. We refer to Tranches A-1 and A-2 in aggregate as the 2020 Senior Unsecured Term Loan Facility. In connection with entering into the agreement, we capitalized approximately $3.2 million of debt issuance costs related to the term loan, which we amortize as interest expense under the effective interest method. As of March 31, 2021, $2.6 million of unamortized debt issuance costs related to the 2020 Senior Unsecured Term Loan A Facility are included in “Mortgage notes, senior unsecured notes and term loan” in the accompanying Condensed Consolidated Balance Sheets.
The maturity of the 2020 Senior Unsecured Revolving Credit Facility is March 26, 2024, with the option to extend the maturity up to two times, each for a six-month period. In order to extend,
the Company must not be in default, all representations and warranties must be in effect, obtain updated resolutions from loan parties, and an additional 6.25 bps extension fee must be paid. In connection with entering into the agreement, we capitalized approximately $5.2 million of debt issuance costs for the 2020 Senior Unsecured Revolving Credit Facility, which we amortize as interest expense under the straight-line method. Additionally, there were unamortized deferred financing costs at the time of entering into the agreement of $2.8 million which will continue to be amortized over the life of the 2020 Senior Unsecured Revolving Credit Facility. As of March 31, 2021, $5.8 million of unamortized debt issuance costs related to the revolving credit facility are included in “Other assets” in the accompanying Condensed Consolidated
Balance Sheet.
Our 2020 Senior Unsecured Credit Facility contains representations, covenants and other terms customary for a publicly traded REIT. In addition, it contains certain financial covenants, as defined in the credit agreement, including:
•a maximum leverage ratio of less than or equal to 60% of our total asset value. Following a material acquisition, leverage ratio shall not exceed 65%;
•a maximum unencumbered leverage ratio of less than or equal to 60% to unencumbered asset value. Following a material acquisition, unencumbered leverage ratio shall not exceed 65%;
•a maximum secured leverage ratio of less than or equal to 40% to total asset value. Following a material acquisition, secured leverage ratio shall
not exceed 45%;
•a minimum fixed charge coverage ratio of greater than or equal to 1.50x; and
•a minimum unsecured interest coverage ratio of greater than or equal to 1.75x.
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Material Acquisition in our 2020 Senior Unsecured Credit Facility is defined as one in which assets acquired exceeds an amount equal to 5% of total asset value as of the last day of the most recently ended fiscal quarter publicly available. Obligations under our 2020 Senior Unsecured Credit Facility are general unsecured obligations of our Operating Partnership and are guaranteed
by the Company and certain subsidiaries of the Company. As of March 31, 2021, the Company was in compliance with all debt covenants.
There were $21.8 million letters of credit issued on the Company’s 2020 Senior Unsecured Revolving Credit Facility as of March 31, 2021.
Series A, B, C, D and E Senior Unsecured Notes
On
December 30, 2020, we completed a debt private placement transaction consisting of (i) €400.00 million senior unsecured notes with a coupon of 1.62% due January 7, 2031 (“Series D”) and (ii) €350.00 million senior unsecured notes with a coupon of 1.65% due January 7, 2033 (“Series E”). Interest is payable on January 7 and July 7 of each year until maturity, with the first payment occurring July 7, 2021. The notes are general unsecured senior obligations of the Operating Partnership and are guaranteed by the Company and certain subsidiaries of the
Company. In connection with entering into the agreement, we incurred approximately $4.5 million of debt issuance costs related to the issuance, which we amortize as interest expense under the effective interest method. The proceeds of the Series D and Series E issuance were used to provide long-term financing for the Halls acquisition, general corporate purposes and to repay a portion of the 2020 Senior Unsecured Term Loan Tranche A-1.
On April 26, 2019, we priced a debt private placement transaction consisting of $350.0 million senior unsecured notes with a coupon of 4.10% due January 8, 2030 (“Series C”). The transaction closed on May 7, 2019. Interest is paid on January 8 and July 8 of each year until maturity, with the first payment occurring January
8, 2020. The notes are general unsecured obligations of the Company and are guaranteed by the Company and the subsidiaries of the Company. The Company applied the proceeds of the private placement transaction to repay the indebtedness outstanding under our senior unsecured revolving credit facility incurred in connection with the funding of the Cloverleaf and Lanier acquisitions.
On November 6, 2018,
we priced a debt private placement transaction consisting of (i) $200.0 million senior unsecured notes with a coupon of 4.68% due January 8, 2026 (“Series A”) and (ii) $400.0 million senior unsecured notes with a coupon of 4.86% due January 8, 2029 (“Series B”), collectively referred to as the debt private placement. The transaction closed on December 4, 2018. Interest is paid on January 8 and July 8 of each year until maturity, with the first payment occurring July 8, 2019. The notes are our general unsecured senior obligations and are guaranteed by us and our subsidiaries. We applied a portion of the proceeds of the debt private placement to complete the defeasance
of the $600.0 million Americold 2010 LLC Trust, Commercial Mortgage Pass-Through Certificates, Series 2010, ART, or the 2010 Mortgage Loans. We applied the remaining proceeds to the Australian term loan and the New Zealand term loan, or the ANZ Loans.
The Series A, B, C, D, and E senior notes (collectively referred to as the “Senior Unsecured Notes”) and guarantee agreement includes a prepayment option executable at any time during the term of the loans. The prepayment can be either a partial payment or payment in full, as long as the partial payment is at least 5% of the outstanding principal. Any prepayment in full must include a make-whole amount, which is the discounted remaining scheduled payments due to the lender. The discount rate to be used is equal to 0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life
of the prepaid principal. The Company must give each lender at least 10 day’s written notice whenever it intends to prepay any portion of the debt.
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If a change in control occurs for us, we must issue an offer to prepay the remaining portion of the debt to the lenders. The prepayment amount will be 100% of the principal amount, as well as accrued and unpaid interest.
The Company is required to maintain at all times an investment
grade debt rating for each series of notes from a nationally recognized statistical rating organization. In addition, the Senior Unsecured Notes contain certain financial covenants required on a quarterly or occurrence basis, as defined in the relevant note agreement, including:
•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 maximum total secured indebtedness ratio of less than 0.40 to 1.00;
•a minimum fixed charge coverage ratio of greater than or equal to 1.50 to 1.00; and
•a
minimum unsecured debt service ratio of greater than or equal to 2.00 to 1.00.
As of March 31, 2021, we were in compliance with all debt covenants.
2013 Mortgage Loans
On May 1, 2013, we entered into a mortgage financing in an aggregate principal amount of $322.0 million, which we refer to as the 2013 Mortgage Loans. The debt consists of a senior debt note and two mezzanine notes. The components are cross-collateralized and cross-defaulted. The senior debt note requires monthly principal payments. The mezzanine notes require no principal payments until the stated maturity date in May 2023. The interest rates on the notes are fixed and range from 3.81% to 11.50% per annum. The senior debt note and the two mezzanine notes remain subject to
yield maintenance provisions. We used the net proceeds of these loans to refinance certain of the 2006 Mortgage Loans, acquire two warehouses, and fund general corporate purposes.
The 2013 Mortgage Loans are collateralized by 15 warehouses. The terms governing the 2013 Mortgage Loans require us to maintain certain cash amounts in accounts that are restricted as to their use for the respective warehouses. As of March 31, 2021, the amount of restricted cash associated with the 2013 Mortgage Loans was $3.8 million. Additionally, if we do not maintain certain financial thresholds, including a debt service coverage ratio of 1.10x, the cash generated will further be temporarily restricted and limited to the use for scheduled debt service and operating costs. The 2013 Mortgage Loans are non-recourse to us subject to customary non-recourse carve-outs.
The
2013 Mortgage Loans also require compliance with other financial covenants, including a debt coverage ratio and cash flow calculation, as defined. As of March 31, 2021, the Company was in compliance with all debt covenants.
Debt Covenants
Our Senior Unsecured Credit Facilities, the Senior Unsecured Notes and 2013 Mortgage Loans all require financial statement reporting, periodic reporting of compliance with financial covenants, other established thresholds and performance measurements, and compliance with affirmative and negative covenants that govern our allowable business practices. The affirmative and negative covenants include, among others, continuation of insurance, maintenance of collateral (in the case
of the 2013 Mortgage Loans), the maintenance of REIT status, and restrictions on our ability to enter into certain types of transactions or take on certain exposures. As of March 31, 2021, we were in compliance with all debt covenants.
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Loss on debt extinguishment and modifications
In connection with the refinancing of the Senior Unsecured Credit Facility during the first quarter of 2020 the Company recorded $0.8 million to “Loss on debt extinguishment and modifications” in the accompanying Condensed Consolidated Statements of Operations,
representing the write-off of unamortized deferred financing costs from the 2018 Senior Unsecured Credit Facility. These write-offs were a result of two lenders in the 2018 Senior Unsecured Term Loan A Facility that did not participate in the 2020 Senior Unsecured Term Loan A Facility, accordingly those lenders’ portion of unamortized deferred financing costs were written off. Similarly, two lenders in the 2018 Senior Unsecured Revolving Credit Facility did not participate in the 2020 Senior Unsecured Revolving Credit Facility, and those lender’s portions of unamortized deferred financing costs were written off.
In the first quarter of 2021, the Company repaid $200 million of principal on the Senior Unsecured Term Loan A Facility and recorded $2.9 million to “Loss on debt extinguishment and modifications” in the accompanying Condensed
Consolidated Statements of Operations, representing the write-off of unamortized deferred financing costs.
CreditRatings
Our capital structure and financial practices have earned us investment grade credit ratings from three nationally recognized credit rating agencies. We have investment grade ratings of BBB with a stable outlook from Fitch, BBB with an Under Review with Positive Implications outlook from DBRS Morningstar, and an investment grade rating of Baa3 with a stable outlook from Moody’s. These credit ratings are important to our ability to issue debt at favorable rates of interest, among other terms. Refer to our risk factor “Adverse changes in our credit ratings could negatively impact our financing activity” in our Annual Report on Form 10-K.
Maintenance
Capital Expenditures and Repair and Maintenance Expenses
We utilize a strategic and preventative approach to maintenance capital expenditures and repair and maintenance expenses to maintain the high quality and operational efficiency of our warehouses and ensure that our warehouses meet the “mission-critical” role they serve in the cold chain.
Maintenance Capital Expenditures
Maintenance capital expenditures are capitalized investments 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 systems. Examples of maintenance capital expenditures related to our existing temperature-controlled warehouse network include replacing roofs and refrigeration equipment, and upgrading our racking systems.
Examples of maintenance capital expenditures related to personal property include expenditures on material handling equipment (e.g., fork lifts and pallet jacks) and related batteries. Examples of maintenance capital expenditures related to information technology include expenditures on existing servers, networking equipment and current software. Maintenance capital expenditures do not include acquisition costs contemplated when underwriting the purchase of a building or costs which are incurred to bring a building up to Americold’s operating standards. The following table sets forth our maintenance capital expenditures for the three months ended March 31, 2021 and 2020.
We incur repair and maintenance expenses that include costs of normal maintenance and repairs and minor replacements that do not materially extend the life of the property or provide future economic benefits. Repair and maintenance expenses consist of expenses related to our existing temperature-controlled warehouse network and its existing supporting personal property and are reflected as
operating expenses on our income statement. Examples of repair and maintenance expenses related to our warehouse portfolio include ordinary repair and maintenance on roofs, racking, walls, doors, parking lots and refrigeration equipment. Examples of repair and maintenance expenses related to personal property include ordinary repair and maintenance expenses on material handling equipment (e.g., fork lifts and pallet jacks) and related batteries. The following table sets forth our repair and maintenance expenses for the three months ended March 31, 2021 and 2020.
External Growth, Expansion and Development Capital Expenditures
External growth expenditures represent asset acquisitions or business combinations. Expansion and development capital expenditures are capitalized investments made to support both our customers and our warehouse expansion and development initiatives. It also includes investments in enhancing our information technology platform. Examples of capital expenditures associated with expansion and development
initiatives include funding of construction costs, increases to warehouse capacity and pallet positions, acquisitions of reusable incremental material handling equipment, and implementing energy efficiency projects, such as thermal energy storage, LED lighting, motion-sensor technology, variable frequency drives for our fans and compressors, rapid-close doors and alternative-power generation technologies. Examples of capital expenditures to enhance our information technology platform include the delivery of new systems and software and customer interface functionality.
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Acquisitions
The acquisition completed during the first quarter of 2021 relates to Liberty Freezers. The
acquisitions completed during the first quarter of 2020 relate to Newport and Nova Cold. Refer to Notes 2 and 3 of the Condensed Consolidated Financial Statements for details of the purchase price allocation for each acquisition.
Expansion and development
The expansion and development expenditures for the three months ended March 31, 2021 are primarily driven by $31.2 million related to our two fully-automated, build-to-suit, development sites in Connecticut and Pennsylvania, $15.2 million related to the ongoing Atlanta major markets strategy project, $5.0 million related to our Russellville expansion, $4.0 million related to our Calgary, Canada expansion and $11.9 million related to the Auckland, New Zealand expansion project which was started during the second quarter of 2020.
As a
result of the Agro Acquisition on December 30, 2020, we acquired an expansion project in Lurgan, Northern Ireland, which was continued during the first quarter of 2021. We incurred an additional $2.7 million during the three months ended March 31, 2021 for this expansion project.
Expansion and development initiatives also include $3.8 million of corporate initiatives, which are projects designed to reduce future spending over the course of time. This category reflects return on investment projects, conversion of leases to owned assets, and other cost-saving initiatives.
Finally, we incurred approximately $9.4 million for contemplated future expansion or development projects.
The following table sets forth our acquisition, expansion and
development capital expenditures for the three months ended March 31, 2021 and 2020.
Net cash (used in) provided by financing activities
$
(235,530)
$
315,101
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Operating Activities
For
the three months ended March 31, 2021, our net cash provided by operating activities was $46.5 million, a decrease of $31.0 million, compared to $80.5 million for the three months ended March 31, 2020. The decrease is primarily due to higher acquisition related costs and selling, general and administrative expense, as well as the 2020 bonus payment which was paid during the three months ended March 31, 2021 as compared to the 2019 bonus which was paid during the three months ended June 30, 2020. This was partially offset by higher segment contribution as a result of our recent acquisitions.
Investing Activities
Our net cash used in investing activities
was $143.7 million for the three months ended March 31, 2021 compared to $358.1 million for the three months ended March 31, 2020. Cash used in connection with business combinations during 2021 was $42.0 million and related to the Liberty Freezers acquisition. Additions to property, buildings and equipment were $100.5 million, reflecting maintenance capital expenditures and investments in the Ahold, Atlanta, New Zealand, Calgary and Russellville expansion and development projects. Additionally, we invested $1.6 million in SuperFrio during the first quarter of 2021.
Net cash used in investing activities of $358.1 million for the three months ended March 31, 2020 primarily related to cash used for the acquisitions of Newport and Nova Cold totaling $315.6 million, cash used for
additions to property, buildings and equipment of $62.3 million, and our initial investment of $25.7 million in the Brazil joint venture with SuperFrio. These investments were offset by $42.5 million in proceeds from the sale of land and property, buildings and equipment.
Financing Activities
Net cash used in financing activities was $235.5 million for the three months ended March 31, 2021 compared to net cash provided by financing activities of $315.1 million for the three months ended March 31, 2020. Cash used in financing activities for the current period primarily consisted of $201.8 million of repayments on term loan and mortgage notes, $55.0 million of quarterly dividend distributions paid, $14.9 million in payment of withholding taxes related to share-based payment arrangements
and $7.2 million of financing lease payments. These cash outflows were partially offset by $43.5 million in proceeds from our revolving line of credit, and $4.3 million of proceeds received upon exercise of stock options.
Net cash provided by financing activities was $315.1 million for the three months ended March 31, 2020 and primarily consisted of $233.6 million net proceeds from the April 2019 equity forward contract settled in January 2020, the $177.1 million received in connection with the refinancing of our Senior Unsecured Term Loan and $186.8 million in proceeds from our revolving credit facility. These cash inflows were partially offset by $177.1 million of repayment on the revolving credit facility using the proceeds from our refinancing of our Senior Unsecured Term Loan, $38.6
million of quarterly dividend distributions paid, $51.7 million of repayments on our term loan and mortgage notes and $8.3 million of payments related to debt issuance costs.
CRITICAL ACCOUNTING POLICIES UPDATE
See Note 2 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
NEW ACCOUNTING PRONOUNCEMENTS
See Note 2
to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our future income and cash flows relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates.
As of March 31,
2021, we had $i125 million of outstanding USD-denominated variable-rate debt and $250 million of outstanding CAD-denominated variable-rate debt. This consisted of our Senior Unsecured Term Loan A Facility bearing interest at one-month LIBOR for the USD tranche and one-month CDOR for the CAD tranche, plus a margin up to i0.95%.
At March 31, 2021, one-month LIBOR was at approximately 0.11% and one-month CDOR was at 0.41%, therefore a 100 basis point increase in market interest rates would result in an increase in annual interest expense to service our variable-rate debt of approximately $3.7 million. A 100 basis point decrease in market interest rates would result in a $1.0 million decrease in annual interest expense.
Foreign Currency Risk
As it relates to the currency of countries where we own and operate warehouse facilities and provide logistics services, our foreign currency risk exposure at March 31, 2021 was not materially different than what we disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020. The information concerning
market risk in Item 7A under the caption “Quantitative and Qualitative Disclosures about Market Risk” of our Annual Report on Form 10-K for the year ended December 31, 2020, is hereby incorporated by reference in this Quarterly Report on Form 10-Q.
Item 4. Controls and Procedures
Evaluation of Controls and Procedures
In accordance with Rule 13a-15(b) of the Exchange Act, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, carried
out an evaluation of the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2021.
Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management,
including the Chief Executive Officer and Chief Financial Officer does not expect that our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
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Changes
in Internal Control over Financial Reporting
On December 30, 2020, we acquired Agro, refer to Note 3 - Business Combinations of this Form 10-Q for further discussion of the acquisition. We are currently in the process of integrating the internal controls and procedures of Agro into our internal controls over financial reporting. Changes to certain processes, information technology systems and other components of internal control over financial reporting (as defined in Rule 13a - 15(f) of the Exchange Act) resulting from the acquisition of Agro may occur and will be evaluated by management as such integration activities are implemented. As provided under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations of the Securities and Exchange Commission, we intend to include the internal controls and procedures of Agro in our annual assessment of the effectiveness
of our internal control over financial reporting for our 2021 fiscal year.
Excluding the Agro acquisition, there has not been any change in our internal control over financial reporting (as defined in Rule 13a - 15(f) of the Exchange Act) identified in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act during the quarter ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item
1. Legal Proceedings
From time to time, we may be party to a variety of legal proceedings arising in the ordinary course of our business. We are not a party to, nor is any of our property a subject of, any material litigation or legal proceedings or, to the best of our knowledge, any threatened litigation or legal proceedings which, in the opinion of management, individually or in the aggregate, would have a material impact on our business, financial condition, liquidity, results of operations and prospects.
See Note 14 - Commitments and Contingencies to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for information regarding material legal proceedings in which we are involved.
Item 1A. Risk
Factors
Risk factors that could harm our business, results of operations and financial condition are discussed in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2020.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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
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The following financial statements of Americold Realty Trust’s Form 10-Q for the quarter ended March 31, 2021, formatted in XBRL interactive data files: (i) Condensed Consolidated Balance
Sheets as of March 31, 2021 and December 31, 2020; (ii) Condensed Consolidated Income Statements for the three months ended March 31, 2021 and 2020; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2021 and 2020; (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2021 and 2020; (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020; and (vi) Notes
to Condensed Consolidated Financial Statements.
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
#
This document has been identified as a management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
