Americold Realty Trust(COLD) - 2020 Q2 - Quarterly Report

FORM 10-Q Americold Realty Trust's quarterly report for the period ended June 30, 2020 Table of Contents Provides an organized guide to the report's detailed financial and operational sections CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Highlights risks and uncertainties associated with forward-looking business projections PART I - FINANCIAL INFORMATION Presents the core financial statements and detailed notes for the reporting period Item 1. Financial Statements Presents Americold's unaudited condensed consolidated financial statements and detailed notes, highlighting key financial performance and position Condensed Consolidated Balance Sheets Details the company's assets, liabilities, and equity at specific reporting dates | Metric | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | Change (YoY) | | :----- | :--------------------------- | :------------------------------- | :----------- | | Total Assets | $4,612,776 | $4,170,683 | +10.6% | | Property, buildings and equipment – net | $3,123,946 | $2,932,661 | +6.5% | | Cash and cash equivalents | $298,709 | $234,303 | +27.5% | | Identifiable intangible assets – net | $352,100 | $284,758 | +23.6% | | Goodwill | $385,285 | $318,483 | +20.9% | | Total Liabilities | $2,481,770 | $2,337,665 | +6.2% | | Mortgage notes, senior unsecured notes and term loans – net | $1,824,406 | $1,695,447 | +7.6% | | Total Shareholders' Equity | $2,131,006 | $1,833,018 | +16.3% | Condensed Consolidated Statements of Operations Reports the company's revenues, expenses, and net income over specific periods | Metric | 3 Months Ended June 30, 2020 (in thousands) | 3 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Total Revenues | $482,522 | $438,460 | +10.1% | | Operating Income | $56,545 | $29,085 | +94.4% | | Net Income | $32,662 | $4,891 | +567.8% | | Net Income per Common Share - Basic | $0.16 | $0.03 | +433.3% | | Net Income per Common Share - Diluted | $0.16 | $0.03 | +433.3% | | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Total Revenues | $966,591 | $831,539 | +16.2% | | Operating Income | $104,223 | $45,502 | +129.0% | | Net Income | $56,173 | $262 | +21340.8% | | Net Income per Common Share - Basic | $0.28 | $0.00 | N/A | | Net Income per Common Share - Diluted | $0.27 | $0.00 | N/A | Condensed Consolidated Statements of Comprehensive Income Presents net income and other comprehensive income items, reflecting total non-owner changes in equity | Metric | 3 Months Ended June 30, 2020 (in thousands) | 3 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Net Income | $32,662 | $4,891 | +567.8% | | Change in unrealized net loss on foreign currency | $10,337 | $(2,257) | N/A | | Unrealized loss on designated derivatives | $(3,494) | $(1,763) | +98.2% | | Total Comprehensive Income (Loss) | $39,917 | $1,398 | +2755.3% | | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Net Income | $56,173 | $262 | +21340.8% | | Change in unrealized net loss on foreign currency | $(15,210) | $(1,036) | +1368.1% | | Unrealized loss on designated derivatives | $(7,533) | $(4,477) | +68.3% | | Total Comprehensive Income (Loss) | $34,256 | $(4,200) | N/A | Condensed Consolidated Statements of Shareholders' Equity Outlines changes in equity components, including net income, share issuances, and distributions | Metric | December 31, 2019 (in thousands) | June 30, 2020 (in thousands) | Change | | :----- | :------------------------------- | :--------------------------- | :----- | | Total Shareholders' Equity | $1,833,018 | $2,131,006 | +16.3% | | Net Income (6 months) | N/A | $56,173 | N/A | | Issuance of common shares (6 months) | N/A | $340,628 | N/A | | Distributions on common shares (6 months) | N/A | $(85,839) | N/A | | Accumulated Other Comprehensive Loss (6 months) | $(14,126) | $(36,043) | +155.1% | Condensed Consolidated Statements of Cash Flows Summarizes cash inflows and outflows from operating, investing, and financing activities | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Net cash provided by operating activities | $163,980 | $79,835 | +105.4% | | Net cash used in investing activities | $(443,025) | $(1,454,794) | -69.5% | | Net cash provided by financing activities | $374,312 | $1,488,022 | -74.8% | | Net increase in cash, cash equivalents and restricted cash | $95,267 | $113,063 | -15.8% | | Cash, cash equivalents and restricted cash, End of period | $331,840 | $327,246 | +1.4% | Notes to Condensed Consolidated Financial Statements Provides detailed explanations and disclosures supporting the financial statement figures 1. General Details the company's REIT structure, recent equity activities, strategic acquisitions, and the impact of the COVID-19 pandemic - Americold Realty Trust operates as a Maryland REIT with an UPREIT structure, holding approximately 99% of its Operating Partnership[34] - Authorized common shares increased from 250,000,000 to 325,000,000 in March 2020[36] Equity Offering/Program Details | Equity Offering/Program | Date | Details | Net Proceeds / Gross Proceeds (in millions) | | :---------------------- | :--- | :------ | :---------------------------------------- | | September 2018 Follow-On | Sep 2018 | 4M common shares sold, 6M via forward sale (settle by Sep 2020) | ~$92.5M | | April 2019 Follow-On | Apr 2019 | 42.06M common shares sold, 8.25M via forward sale (settled Jan 2020) | ~$1.21B | | 2020 ATM Equity Program | Apr 2020 | Up to $500M common shares; 3.09M shares sold in Q2 2020 | $110.4M | | 2020 ATM Forward Sale | Q2 2020 | 472,551 common shares (settle by Jul 2021) | $17.2M | - Recent acquisitions include PortFresh ($35.2 million), Cloverleaf ($1.24 billion), Lanier ($81.9 million), MHW ($50.8 million), Nova Cold ($259.6 million USD), and Newport Cold ($56.1 million)[48][49][50][51][52][53] The company also acquired a 14.99% interest in Brazil's SuperFrio for $25.7 million in March 2020[54] - The COVID-19 pandemic has led to elevated labor-related costs and incremental health and safety supply costs, with the full impact on financial condition, results of operations, and cash flows remaining uncertain[59][60] 2. Summary of Significant Accounting Policies Outlines adopted accounting standards, impairment charges, and capitalized interest for the period - Adopted ASU 2018-13 (Fair Value Measurement) and ASU 2016-13 (Credit Losses - CECL) effective January 1, 2020[75][76] - CECL adoption resulted in a $0.5 million non-cash cumulative effect adjustment to the opening accumulated deficit as of January 1, 2020[76] Impairment Charges and Capitalized Interest | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Impairment charges | $3,667 | $13,485 | -72.8% | | Capitalized interest | $1,200 | $1,600 | -25.0% | 3. Business Combinations Details significant acquisitions in 2020, including Nova Cold and Newport Cold, and the finalization of the 2019 Cloverleaf acquisition Recent Acquisitions | Acquisition | Date | Total Cash Consideration (Net of Cash Acquired) (in millions) | Primary Assets Acquired | Strategic Benefits | | :---------- | :--- | :-------------------------------------------- | :---------------------- | :----------------- | | Nova Cold | Jan 2, 2020 | CAD $337.4M (USD $259.6M) | Land & Buildings ($171.9M), Customer Relationships ($59.6M), Goodwill ($60.4M) | Expanded presence in Canada, synergy leverage | | Newport Cold | Jan 2, 2020 | $56.1M | Land & Buildings ($30.2M), Customer Relationships ($18.7M), Goodwill ($6.5M) | Expanded presence in Minneapolis-St. Paul, synergy leverage | - The Cloverleaf acquisition, finalized in 2019 for $1.24 billion, resulted in the recognition of $250.3 million for customer relationships (25-year useful life) and $1.6 million for trade names/trademarks (1.5-year useful life)[89][92] Measurement period adjustments primarily led to a net increase in goodwill[92] 4. Investment in Partially Owned Entities In Q1 2020, Americold acquired a 14.99% equity interest in Superfrio Armazéns Gerais S.A. (SuperFrio), a Brazilian temperature-controlled storage and logistics company, for approximately $25.7 million This investment is accounted for under the equity method, and its debt is non-recourse to Americold - Acquired a 14.99% equity interest in Superfrio Armazéns Gerais S.A. (SuperFrio), a Brazilian temperature-controlled storage and logistics company, for approximately $25.7 million in Q1 2020[54][100] - The investment is accounted for under the equity method, and the joint venture's debt is non-recourse to Americold, except for customary exceptions[100] 5. Acquisition, Litigation and Other Charges Reports a significant decrease in acquisition, litigation, and other charges due to lower prior-year acquisition costs Acquisition, Litigation and Other Charges (3 Months) | Expense Category | 3 Months Ended June 30, 2020 (in thousands) | 3 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :--------------- | :---------------------------------------- | :---------------------------------------- | :----------- | | Acquisition related costs | $2,651 | $15,014 | -82.3% | | Litigation | $0 | $467 | -100.0% | | Severance, equity award modifications and acceleration | $150 | $2,641 | -94.3% | | Total | $2,801 | $17,964 | -84.4% | Acquisition, Litigation and Other Charges (6 Months) | Expense Category | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :--------------- | :---------------------------------------- | :---------------------------------------- | :----------- | | Acquisition related costs | $3,417 | $16,455 | -79.2% | | Litigation | $0 | $1,377 | -100.0% | | Severance, equity award modifications and acceleration | $1,072 | $6,934 | -84.5% | | Total | $4,489 | $26,457 | -83.0% | 6. Debt Details the increase in indebtedness, the refinancing of the Senior Unsecured Credit Facility, and compliance with debt covenants Indebtedness Overview | Debt Type | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | Change (YoY) | | :-------- | :--------------------------- | :------------------------------- | :----------- | | Total principal amount of indebtedness | $1,838,701 | $1,708,443 | +7.6% | | Total indebtedness, net of unamortized deferred financing costs | $1,824,406 | $1,695,447 | +7.6% | | Weighted average effective interest rate | 4.15% | 4.57% | -42 bps | - Refinanced Senior Unsecured Credit Facility in March 2020, establishing a new $1.4 billion facility comprising a five-year Senior Unsecured Term Loan A Facility and a four-year $800 million Senior Unsecured Revolving Credit Facility[111][494] - The 2020 Senior Unsecured Term Loan A Facility includes a CAD $250.0 million tranche (Tranche A-2), which provides a natural hedge for the company's investment in Canada[112][495] - The company was in compliance with all debt covenants as of June 30, 2020, including maximum leverage ratios, minimum fixed charge coverage, and unsecured interest coverage ratios[115][127][130][132][498][510][515] 7. Derivative Financial Instruments Americold uses interest rate swaps to hedge $325 million of variable-rate debt, converting it to a fixed-rate basis to reduce interest rate volatility Cross-currency swaps are employed to manage foreign exchange risk on intercompany loans, hedging $153.5 million AUD and $37.5 million NZD The fair value of derivative assets was $9.8 million at June 30, 2020, while derivative liabilities were $18.6 million - The company uses interest rate swap agreements to hedge $325 million of variable interest-rate debt, converting it to a fixed-rate basis to reduce interest rate volatility[135] - Cross-currency swaps are used to manage foreign exchange rate risk on intercompany loans, hedging $153.5 million AUD and $37.5 million NZD outstanding balances as of June 30, 2020[139] Derivative Financial Instruments Fair Value | Derivative Type | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | | :-------------- | :--------------------------- | :------------------------------- | | Derivative Assets | $9,768 | $6,855 | | Derivative Liabilities | $18,565 | $6,094 | 8. Sale-Leasebacks of Real Estate The company's outstanding sale-leaseback financing obligations for real estate-related long-lived assets totaled $114.0 million as of June 30, 2020, a slight decrease from $115.8 million at December 31, 2019 These obligations are primarily associated with 12 warehouses, with interest rates ranging from 7.00% to 19.59% and maturities extending to 2027 and 2030 Sale-Leaseback Financing Obligations | Metric | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | Change (YoY) | | :----- | :--------------------------- | :------------------------------- | :----------- | | Total sale-leaseback financing obligations | $113,974 | $115,759 | -1.5% | - Obligations are tied to 12 warehouses (1 from 2010, 11 from 2007) with maturities in 2030 and 2027, respectively, and interest rates ranging from 7.00% to 19.59%[153] 9. Fair Value Measurements The company categorizes fair value measurements into Level 1 (quoted market prices), Level 2 (observable inputs), and Level 3 (unobservable inputs) Derivative instruments are primarily valued using Level 2 inputs, while mortgage notes, senior unsecured notes, and term loans are disclosed at fair value using Level 3 inputs Long-lived assets written down at June 30, 2020, were valued using Level 2 inputs - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[155] - Derivative instruments are valued using Level 2 inputs, while mortgage notes, senior unsecured notes, and term loans are disclosed at fair value using Level 3 inputs[157][160] Fair Value Hierarchy of Assets and Liabilities | Asset/Liability | Fair Value Hierarchy | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | | :-------------- | :------------------- | :--------------------------- | :------------------------------- | | Interest rate swap asset | Level 2 | $0 | $2,936 | | Interest rate swap liability | Level 2 | $18,565 | $3,507 | | Cross-currency swap asset | Level 2 | $9,768 | $1,404 | | Mortgage notes, senior unsecured notes and term loans (disclosed) | Level 3 | $2,002,183 | $1,783,463 | 10. Dividends and Distributions As a REIT, Americold is required to distribute at least 90% of its taxable income annually For the six months ended June 30, 2020, total distributions declared were $85.8 million, with $81.0 million paid This represents an increase in declared dividends per common share from $0.40 in the first half of 2019 to $0.42 in the first half of 2020 - As a REIT, the company is generally required to distribute at least 90% of its REIT taxable income annually[161] Dividends and Distributions | Metric | 6 Months Ended June 30, 2020 (in thousands, except per share) | 6 Months Ended June 30, 2019 (in thousands, except per share) | Change (YoY) | | :----- | :---------------------------------------------------------- | :---------------------------------------------------------- | :----------- | | Distributions declared per common share | $0.42 | $0.40 | +5.0% | | Total Distributions Declared | $85,839 | $68,999 | +24.4% | | Total Distributions Paid | $80,976 | $58,206 | +39.1% | 11. Share-Based Compensation Total share-based compensation charges were $8.8 million for the six months ended June 30, 2020, comparable to $8.9 million in the prior year The 2017 Equity Incentive Plan, approved by shareholders, allows for various equity and cash-based awards, including a retirement provision for continued vesting Unrecognized share-based compensation expense totaled $28.2 million as of June 30, 2020, to be recognized over a weighted-average period of 2.1 years Aggregate Share-Based Compensation Charges | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Aggregate share-based compensation charges | $8,800 | $8,900 | -1.1% | - As of June 30, 2020, there was $28.2 million of unrecognized share-based compensation expense related to stock options and restricted stock units, to be recognized over a weighted-average period of 2.1 years[174] - The 2017 Equity Incentive Plan includes a retirement provision allowing for continued vesting of outstanding equity-based awards if participants meet specific age and service criteria[178] 12. Income Taxes Income tax expense for the six months ended June 30, 2020, was $1.7 million, an increase from a $0.4 million benefit in the prior year, primarily due to increased earnings from domestic and foreign operations The CARES Act is not expected to have a material impact, though the company filed for a $1.9 million refund of previously paid alternative minimum taxes Deferred tax liabilities from the Nova Cold acquisition were reduced by $7.5 million in Q2 2020, resulting in an opening deferred tax liability of $34.5 million Income Tax Expense (Benefit) | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Income tax (expense) benefit | $(1,651) | $418 | N/A | - The CARES Act is not expected to have a material impact on the condensed consolidated financial statements, but the company filed for a $1.9 million refund of previously paid alternative minimum taxes[199][201] - The opening deferred tax liability for the Nova Cold acquisition was reduced by $7.5 million in Q2 2020, resulting in a $34.5 million liability as of June 30, 2020[203] 13. Variable Interest Entities Americold assumed a New Market Tax Credit (NMTC) financing arrangement in May 2019, which is structured to monetize state and federal tax credits for a cold storage warehouse The company determined it is the primary beneficiary of the associated Variable Interest Entity (VIE) and has consolidated it As of June 30, 2020, the deferred contribution liability related to this arrangement was $4.8 million - The company assumed a New Market Tax Credit (NMTC) financing arrangement in May 2019, which monetizes state and federal tax credits for a cold storage warehouse[206] - Americold is the primary beneficiary of the associated Variable Interest Entity (VIE) and has consolidated it, with a deferred contribution liability of $4.8 million as of June 30, 2020[210][212] 14. Employee Benefit Plans Net pension benefit cost for the six months ended June 30, 2020, was $298,000, a decrease from $1.03 million in the prior year, primarily due to lower expected return on plan assets and amortization of net loss The company expects to contribute $2.5 million to all plans in 2020, with $1.2 million already contributed Americold also contributes to multi-employer plans and recognized a withdrawal liability of $13.7 million (undiscounted) in 2017 for exiting a significantly underfunded fund, which is being repaid over 30 years Net Pension Benefit Cost | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Net pension benefit cost | $298 | $1,034 | -71.2% | - The company expects to contribute an aggregate of $2.5 million to all plans in 2020, with $1.2 million contributed through June 30, 2020[222] - In 2017, Americold recognized an estimated $13.7 million (undiscounted) multi-employer pension plan withdrawal liability, being repaid in interest-free monthly installments over 30 years[224] 15. Commitments and Contingencies Details letters of credit, surety bonds, collective bargaining agreements, and ongoing legal proceedings Commitments | Commitment | June 30, 2020 (in millions) | December 31, 2019 (in millions) | | :--------- | :-------------------------- | :------------------------------ | | Letters of Credit | $22.8 | $23.0 | | Surety Bonds | $9.0 | $4.3 | - Approximately 48% of the company's labor force is covered by collective bargaining agreements, with less than 8% set to expire by December 31, 2020[228] - The company is involved in significant legal proceedings, including the Kansas Breach of Settlement Agreement Litigation, Preferred Freezer Services, LLC Litigation, and an Employment Putative Class Action (preliminarily settled for $2.5 million)[237][244][246] Management believes these will not have a material adverse impact[246] 16. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss increased to $36.0 million at June 30, 2020, from $17.0 million at June 30, 2019 This change was primarily driven by a significant unrealized loss on foreign currency translation of $15.2 million for the six months ended June 30, 2020, and unrealized losses on cash flow hedge derivatives Accumulated Other Comprehensive Loss | Metric | June 30, 2020 (in thousands) | June 30, 2019 (in thousands) | Change (YoY) | | :----- | :--------------------------- | :--------------------------- | :----------- | | Accumulated other comprehensive loss | $(36,043) | $(16,977) | +112.3% | | Net gain (loss) on foreign currency translation (6 months) | $(15,210) | $(1,036) | +1368.1% | | Net loss on designated derivatives (6 months) | $(4,380) | $(3,985) | +9.9% | 17. Segment Information Provides financial data for Warehouse, Third-party managed, Transportation, and Other segments, highlighting revenue and contribution - Americold's reportable segments are Warehouse, Third-party managed, Transportation, and Other (Quarry, which was sold on July 1, 2020)[255][259] Segment Revenues and Contribution (NOI) | Segment | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :------ | :---------------------------------------- | :---------------------------------------- | :----------- | | Revenues: | | | | | Warehouse | $753,479 | $627,846 | +20.0% | | Third-party managed | $137,875 | $125,651 | +9.7% | | Transportation | $70,778 | $73,588 | -3.8% | | Other | $4,459 | $4,454 | +0.1% | | Total Revenues | $966,591 | $831,539 | +16.2% | | Contribution (NOI): | | | | | Warehouse | $246,905 | $204,636 | +20.7% | | Third-party managed | $7,068 | $6,063 | +16.6% | | Transportation | $9,577 | $8,562 | +11.9% | | Other | $190 | $536 | -64.6% | | Total Segment Contribution | $263,740 | $219,797 | +19.9% | Segment Assets | Segment Assets | June 30, 2020 (in thousands) | December 31, 2019 (in thousands) | Change (YoY) | | :------------- | :--------------------------- | :------------------------------- | :----------- | | Warehouse | $3,992,807 | $3,684,391 | +8.4% | | Managed | $43,759 | $47,867 | -8.6% | | Transportation | $43,165 | $50,666 | -14.8% | | Other | $10,129 | $13,467 | -24.8% | | Total Segment Assets | $4,089,860 | $3,796,391 | +7.7% | 18. Earnings per Common Share Basic weighted-average common shares outstanding increased to 201.3 million for the six months ended June 30, 2020, from 165.9 million in the prior year, while diluted shares increased to 204.6 million from 169.3 million This increase is primarily due to share issuances from equity offerings and share-based awards Weighted Average Common Shares Outstanding | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | Weighted average common shares outstanding – basic | 201,294 | 165,869 | +21.4% | | Weighted average common shares outstanding – diluted | 204,587 | 169,305 | +20.8% | 19. Revenue from Contracts with Customers Details revenue growth from customer contracts, particularly in warehouse rent and services, and remaining performance obligations Revenues from Contracts with All Customers | Revenue Category | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :--------------- | :---------------------------------------- | :---------------------------------------- | :----------- | | Warehouse rent and storage | $314,571 | $257,580 | +22.1% | | Warehouse services | $427,505 | $359,449 | +18.9% | | Third-party managed | $137,875 | $125,633 | +9.7% | | Transportation | $70,778 | $73,588 | -3.8% | | Other | $4,448 | $4,433 | +0.3% | | Total revenues from contracts with all customers | $966,591 | $831,539 | +16.2% | - As of June 30, 2020, the company had $593.4 million of remaining unsatisfied performance obligations from non-cancellable contracts, with 14% expected to be recognized in 2020 and the remaining 86% over a weighted average period of 15.2 years through 2038[283] 20. Subsequent Events On July 1, 2020, Americold completed the sale of its quarry business, which resulted in an impairment charge of $3.7 million recorded during the three months ended June 30, 2020, as the sales price was below its carrying value - The company completed the sale of its quarry business on July 1, 2020[288] - An impairment charge of $3.7 million was recorded during the three months ended June 30, 2020, due to the sales price being below the quarry assets' carrying value[288] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Analyzes Americold's financial condition, operational results, and liquidity, considering acquisitions, COVID-19, and strategic shifts MANAGEMENT'S OVERVIEW Provides an executive summary of Americold's business, global network, and segment operations - Americold Realty Trust is the world's largest publicly traded REIT focused on temperature-controlled warehouses[291] - As of June 30, 2020, the company operated a global network of 183 temperature-controlled warehouses (161 in US, 6 in Australia, 7 in New Zealand, 2 in Argentina, 7 in Canada) and held a minority interest in 20 Brazilian warehouses[291] - The company's primary business segments are Warehouse, Third-party managed, and Transportation The "Other" segment, which included a limestone quarry, was sold on July 1, 2020[291][298] Key Factors Affecting Our Business and Financial Results Discusses recent acquisitions, the impact of COVID-19, and foreign currency translation on financial performance - Recent acquisitions include Nova Cold (CAD $337.4 million), Newport Cold ($56.1 million) in 2020, and PortFresh ($35.2 million), Cloverleaf ($1.24 billion), Lanier ($81.9 million), MHW ($50.8 million) in 2019, expanding the company's global network[304][305][306][308][309][310] - The COVID-19 pandemic has caused economic disruptions and increased labor and health/safety costs, but Americold's "essential business" status has allowed operations to continue without significant disruption thus far The future impact remains highly uncertain[313][314][59][60] - Foreign currency translation, particularly the strengthening U.S. dollar against the Australian dollar, New Zealand dollar, and Argentinian peso, had an unfavorable impact on reported revenues and expenses from international operations[316][349][406] Focus on Our Operational Effectiveness and Cost Structure Outlines strategies for streamlining operations, reducing costs, and active portfolio management - The company focuses on streamlining business processes and reducing costs through initiatives like centralizing operations, standardizing processes, and integrating new IT tools[321] - Investments in energy efficiency projects (e.g., LED lighting, thermal energy storage, motion-sensor technology) aim to reduce kilowatt-hour consumption and energy spend[321] - Active portfolio management includes evaluating and exiting less strategic or profitable markets/business lines, such as the sale of certain warehouse assets, leased facilities, managed warehouse agreements, and the quarry business[322] Strategic Shift within Our Transportation Segment Describes the strategic pivot in the transportation segment towards higher-margin, value-added services - The transportation segment is strategically shifting focus from commoditized, low-margin services to more profitable, value-added programs like multi-vendor consolidation services[323] - This strategy aims to improve efficiency, reduce transportation and logistics costs for warehouse customers, and drive increased client retention and high occupancy levels in temperature-controlled warehouses[323] Historically Significant Customer Identifies a major customer contributing over 10% of total revenues, primarily in the managed segment - One customer accounted for over 10% of total revenues for the three and six months ended June 30, 2020 and 2019[324] Sales to Historically Significant Customer | Metric | 3 Months Ended June 30, 2020 (in millions) | 3 Months Ended June 30, 2019 (in millions) | 6 Months Ended June 30, 2020 (in millions) | 6 Months Ended June 30, 2019 (in millions) | | :----- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | :--------------------------------------- | | Sales to this customer | $64.4 | $49.8 | $120.0 | $103.6 | | Reimbursements for expenses | $59.8 | $45.9 | $110.8 | $95.9 | - The substantial majority of this customer's business relates to the third-party managed segment, where reimbursements for expenses are generally offset by corresponding costs, thus not significantly affecting financial results[324][325] Economic Occupancy of our Warehouses Explains economic occupancy as a key metric, including physically occupied and contractually committed pallets - Economic occupancy is defined as the aggregate number of physically occupied pallets and any additional pallets otherwise contractually committed for a given period[327][361][418] - The company actively seeks contracts with fixed storage commitments to mitigate the impact of seasonality and other factors on physical occupancy, which is an important driver of financial results[327] Throughput at our Warehouses Defines throughput as pallet volume, a key driver of warehouse services revenues - Throughput, the volume of pallets entering and exiting warehouses, is a key factor impacting warehouse services revenues[328] - Higher throughput drives warehouse services revenues, and its levels are influenced by food manufacturers' production and shifts in consumer demand[328] How We Assess the Performance of Our Business Details key performance indicators like segment contribution (NOI) and same store analysis - Business performance is evaluated using 'segment contribution (NOI)' (revenues less cost of operations, excluding depreciation, impairment, SG&A, and acquisition/litigation/other expenses) and 'segment contribution (NOI) margin'[329][330] - The Warehouse segment's performance is further analyzed by 'rent and storage contribution (NOI)' and 'warehouse services contribution (NOI)'[331] - A 'same store' analysis, defined annually, includes properties owned or leased for the entirety of two comparable periods with at least twelve months of consecutive normalized operations, adjusted for constant currency to eliminate portfolio composition and currency fluctuation effects[334][336] RESULTS OF OPERATIONS Presents a detailed comparison of financial results for the three and six months ended June 30, 2020 and 2019 Comparison of Results for the Three Months Ended June 30, 2020 and 2019 Compares Q2 2020 and Q2 2019 results, highlighting revenue and contribution growth across segments, influenced by acquisitions and COVID-19 Segment Performance (3 Months) | Metric | 3 Months Ended June 30, 2020 (in thousands) | 3 Months Ended June 30, 2019 (in thousands) | Change (YoY) | Change (Constant Currency) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | :------------------------- | | Total warehouse segment revenues | $372,411 | $338,231 | +10.1% | +12.0% | | Warehouse segment contribution (NOI) | $120,132 | $113,817 | +5.5% | +7.5% | | Third-party managed revenues | $72,954 | $61,515 | +18.6% | +19.3% | | Third-party managed segment contribution (NOI) | $3,299 | $2,804 | +17.7% | +22.1% | | Transportation revenues | $34,861 | $36,492 | -4.5% | -2.5% | | Transportation segment contribution (NOI) | $4,772 | $4,206 | +13.5% | +14.4% | | Quarry revenues | $2,296 | $2,222 | +3.3% | N/A | | Quarry segment contribution (NOI) | $135 | $292 | -53.8% | N/A | - Warehouse segment revenue growth was driven by acquisitions (approx. $32.6 million), contractual rate escalations, and growth in fixed commitment storage contracts, partially offset by a slowdown in activity post-Q1 COVID-19 surge and declines in protein commodities[347][349] - Warehouse segment costs increased due to acquisitions (approx. $21.4 million), a $4.3 million appreciation bonus to front-line associates, and incremental COVID-19 expenses ($1.3 million sanitation, $0.4 million PPE)[350] - Same store economic occupancy increased by 270 basis points to 78.9%, driven by fixed storage contracts, while physical occupancy decreased by 132 basis points due to lower protein occupancy from COVID-19 impacts[363] Comparison of Results for the Six Months Ended June 30, 2020 and 2019 Compares H1 2020 and H1 2019 results, showing strong revenue and contribution growth, driven by acquisitions and COVID-19 demand Segment Performance (6 Months) | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | Change (Constant Currency) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | :------------------------- | | Total warehouse segment revenues | $753,479 | $627,846 | +20.0% | +22.3% | | Warehouse segment contribution (NOI) | $246,905 | $204,636 | +20.7% | +22.8% | | Third-party managed revenues | $137,875 | $125,651 | +9.7% | +10.3% | | Third-party managed segment contribution (NOI) | $7,068 | $6,063 | +16.6% | +17.4% | | Transportation revenues | $70,778 | $73,588 | -3.8% | -1.6% | | Transportation segment contribution (NOI) | $9,577 | $8,562 | +11.9% | +13.9% | | Quarry revenues | $4,459 | $4,454 | +0.1% | N/A | | Quarry segment contribution (NOI) | $190 | $536 | -64.6% | N/A | - Warehouse segment revenue growth was driven by acquisitions (approx. $110.0 million), higher than seasonal grocery demand due to COVID-19, and increased storage revenue from the food services sector due to stay-at-home orders[404][405][406] - Warehouse segment costs increased due to acquisitions (approx. $69.5 million), COVID-19 response efforts (labor, sanitation, PPE), and a $4.3 million front-line appreciation bonus[407] - Same store economic occupancy increased by 308 basis points to 80.4%, driven by fixed storage contracts and higher average physical occupancy (up 8 basis points to 73.3%)[420] Non-GAAP Financial Measures Presents and reconciles non-GAAP financial measures used to assess business performance - The company uses FFO, Core FFO, Adjusted FFO, EBITDAre, and Core EBITDA as supplemental non-GAAP financial measures[461] Non-GAAP Financial Measures | Metric | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----- | :---------------------------------------- | :---------------------------------------- | :----------- | | NAREIT Funds from operations (FFO) | $108,997 | $64,730 | +68.4% | | Core FFO applicable to common shareholders | $115,168 | $96,017 | +19.9% | | Adjusted FFO applicable to common shareholders | $128,254 | $102,369 | +25.3% | | NAREIT EBITDAre | $187,298 | $117,292 | +59.7% | | Core EBITDA | $204,622 | $164,673 | +24.2% | LIQUIDITY AND CAPITAL RESOURCES Discusses funding sources, capital expenditures, debt compliance, and overall financial flexibility - Primary funding sources include current cash balances, cash flows from operations, the 2018 forward sale agreement, the ATM Equity Program, and other debt/equity financings[472] - The company expects funding sources to be adequate for short-term and long-term liquidity requirements, including operating activities, capital expenditures, debt service, and quarterly shareholder distributions[473][474] Cash Flow Activities | Cash Flow Activity | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----------------- | :---------------------------------------- | :---------------------------------------- | :----------- | | Net cash provided by operating activities | $163,980 | $79,835 | +105.4% | | Net cash used in investing activities | $(443,025) | $(1,454,794) | -69.5% | | Net cash provided by financing activities | $374,312 | $1,488,022 | -74.8% | - The company maintains investment-grade credit ratings (BBB stable from Fitch and DBRS Morningstar, Baa3 stable from Moody's) and was in compliance with all debt covenants as of June 30, 2020[517][515] Capital Expenditures | Capital Expenditure Type | 6 Months Ended June 30, 2020 (in thousands) | 6 Months Ended June 30, 2019 (in thousands) | Change (YoY) | | :----------------------- | :---------------------------------------- | :---------------------------------------- | :----------- | | Maintenance capital expenditures | $27,723 | $16,221 | +71.0% | | Repair and maintenance expenses | $29,343 | $27,910 | +5.1% | | Growth and expansion capital expenditures | $433,427 | $1,437,746 | -69.8% | CRITICAL ACCOUNTING POLICIES UPDATE Refers to Note 2 for updates on critical accounting policies - This section refers to Note 2 of the condensed consolidated financial statements for updates on critical accounting policies[543] NEW ACCOUNTING PRONOUNCEMENTS Refers to Note 2 for information on new accounting pronouncements - This section refers to Note 2 of the condensed consolidated financial statements for information on new accounting pronouncements[544] Item 3. Quantitative and Qualitative Disclosures About Market Risk Americold is exposed to interest rate risk on its variable-rate debt and foreign currency risk from international operations As of June 30, 2020, the company had $425 million USD-denominated and CAD $250 million variable-rate debt, with $325 million USD-denominated debt hedged by interest rate swaps A 100 basis point increase in market interest rates would increase interest expense by $2.8 million, while a 100 basis point decrease would increase it by $0.7 million due to a LIBOR floor on one swap Foreign currency risk exposure remained consistent with prior disclosures - As of June 30, 2020, the company had $425 million USD-denominated and CAD $250 million variable-rate debt[547] - $325 million of USD-denominated variable-rate debt is hedged by interest rate swaps, effectively locking the LIBOR rate for portions at 2.48% and 1.30%[547] - A 100 basis point increase in market interest rates would increase interest expense by approximately $2.8 million, while a 100 basis point decrease would increase it by $0.7 million due to a LIBOR floor on one swap[548] - Foreign currency risk exposure at June 30, 2020, was not materially different from prior disclosures[549] Item 4. Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2020 There were no material changes in internal control over financial reporting identified during the quarter - The company's Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures were effective as of June 30, 2020[550] - No material changes in internal control over financial reporting were identified during the quarter ended June 30, 2020[554] PART II - OTHER INFORMATION Contains additional disclosures not covered in the financial information section Item 1. Legal Proceedings The company is party to various legal proceedings in the ordinary course of business, but management believes no current litigation or threatened proceedings would have a material impact on its business, financial condition, results of operations, or cash flows Further details are provided in Note 15 to the financial statements - The company is involved in various legal proceedings arising in the ordinary course of business[556] - Management believes no current or threatened litigation would have a material impact on the company's business, financial condition, liquidity, results of operations, or prospects[556] Item 1A. Risk Factors There have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K for December 31, 2019, and the Quarterly Report on Form 10-Q for March 31, 2020 - No material changes in risk factors from those previously disclosed in the Annual Report on Form 10-K for December 31, 2019, and the Quarterly Report on Form 10-Q for March 31, 2020[558] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This item reports no unregistered sales of equity securities or use of proceeds Item 3. Defaults Upon Senior Securities This item reports no defaults upon senior securities Item 4. Mine Safety Disclosures Information on mine safety violations and regulatory matters is included in Exhibit 95.1 - Information concerning mine safety violations and other regulatory matters is included in Exhibit 95.1[560] Item 5. Other Information This item reports no other information Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including certifications, mine safety disclosures, and XBRL interactive data files - The exhibits include certifications (CEO, CFO), mine safety disclosures, and XBRL interactive data files for the financial statements[563] SIGNATURES Formal declaration by the company's authorized officer, affirming the report's accuracy and completeness - The report is signed by Marc Smernoff, Chief Financial Officer and Executive Vice President, on behalf of Americold Realty Trust[566][567]