Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-34723 | |
Entity Registrant Name | AMERICOLD REALTY TRUST | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 93-0295215 | |
Entity Address, Address Line One | 10 Glenlake Parkway, | |
Entity Address, Address Line Two | Suite 600, South Tower | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30328 | |
City Area Code | 678 | |
Local Phone Number | 441-1400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Shares of Beneficial Interest, $0.01 par value per share | |
Trading Symbol | COLD | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 203,622,752 | |
Entity Central Index Key | 0001455863 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property, buildings and equipment: | ||
Property, plant, and equipment - gross | $ 4,425,652 | $ 4,149,214 |
Accumulated depreciation and depletion | (1,301,706) | (1,216,553) |
Property, buildings and equipment – net | 3,123,946 | 2,932,661 |
Operating lease right-of-use assets | 70,890 | 77,723 |
Accumulated depreciation – operating leases | (23,154) | (18,110) |
Operating leases – net | 47,736 | 59,613 |
Financing leases: | ||
Financing leases - gross | 108,530 | 88,038 |
Accumulated depreciation – financing leases | (34,823) | (29,697) |
Financing leases – net | 73,707 | 58,341 |
Cash and cash equivalents | 298,709 | 234,303 |
Restricted cash | 33,131 | 6,310 |
Accounts receivable – net of allowance of $10,481 and $6,927 at June 30, 2020 and December 31, 2019, respectively | 200,603 | 214,842 |
Identifiable intangible assets – net | 352,100 | 284,758 |
Goodwill | 385,285 | 318,483 |
Investments in partially owned entities | 22,102 | 0 |
Other assets | 75,457 | 61,372 |
Total assets | 4,612,776 | 4,170,683 |
Liabilities: | ||
Accounts payable and accrued expenses | 335,651 | 350,963 |
Mortgage notes, senior unsecured notes and term loans – net of unamortized deferred financing costs of $14,295 and $12,996, in the aggregate, at June 30, 2020 and December 31, 2019, respectively | 1,824,406 | 1,695,447 |
Sale-leaseback financing obligations | 113,974 | 115,759 |
Financing lease obligations | 72,571 | 58,170 |
Operating lease obligations | 50,092 | 62,342 |
Unearned revenue | 15,266 | 16,423 |
Pension and postretirement benefits | 11,001 | 12,706 |
Deferred tax liability – net | 50,177 | 17,119 |
Multi-employer pension plan withdrawal liability | 8,632 | 8,736 |
Total liabilities | 2,481,770 | 2,337,665 |
Shareholders’ equity: | ||
Common shares of beneficial interest, $0.01 par value – 325,000,000 and 250,000,000 authorized shares; 203,615,707 and 191,799,909 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 2,036 | 1,918 |
Paid-in capital | 2,932,040 | 2,582,087 |
Accumulated deficit and distributions in excess of net earnings | (767,027) | (736,861) |
Accumulated other comprehensive loss | (36,043) | (14,126) |
Total shareholders’ equity | 2,131,006 | 1,833,018 |
Total liabilities and shareholders’ equity | 4,612,776 | 4,170,683 |
Land | ||
Property, buildings and equipment: | ||
Property, plant, and equipment - gross | 523,620 | 526,226 |
Buildings and improvements | ||
Property, buildings and equipment: | ||
Property, plant, and equipment - gross | 2,889,402 | 2,696,732 |
Financing leases: | ||
Financing leases - gross | 13,657 | 11,227 |
Machinery and equipment | ||
Property, buildings and equipment: | ||
Property, plant, and equipment - gross | 879,837 | 817,617 |
Financing leases: | ||
Financing leases - gross | 94,873 | 76,811 |
Assets under construction | ||
Property, buildings and equipment: | ||
Property, plant, and equipment - gross | $ 132,793 | $ 108,639 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accounts receivable – net of allowance of $10,481 and $6,927 at June 30, 2020 and December 31, 2019, respectively | $ 10,481 | $ 6,927 |
Common shares, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized (in shares) | 325,000,000 | 250,000,000 |
Common shares, shares issued (in shares) | 203,615,707 | 191,799,909 |
Common shares, shares outstanding (in shares) | 203,615,707 | 191,799,909 |
Mortgages, Senior Notes and Term Loans | ||
Mortgage notes, senior unsecured notes and term loans – net of unamortized deferred financing costs of $14,295 and $12,996, in the aggregate, at June 30, 2020 and December 31, 2019, respectively | $ 14,295 | $ 12,996 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | ||||
Total revenues | $ 482,522 | $ 438,460 | $ 966,591 | $ 831,539 |
Operating expenses: | ||||
Depreciation, depletion and amortization | 52,399 | 40,437 | 104,003 | 70,533 |
Selling, general and administrative | 32,340 | 32,669 | 69,233 | 63,786 |
Acquisition, litigation and other | 2,801 | 17,964 | 4,489 | 26,457 |
Impairment of long-lived assets | 3,667 | 930 | 3,667 | 13,485 |
(Gain) loss from sale of real estate | (19,414) | 34 | (21,875) | 34 |
Total operating expenses | 425,977 | 409,375 | 862,368 | 786,037 |
Operating income | 56,545 | 29,085 | 104,223 | 45,502 |
Other income (expense): | ||||
Interest expense | (23,178) | (24,098) | (47,048) | (45,674) |
Interest income | 261 | 2,405 | 848 | 3,408 |
Bridge loan commitment fees | 0 | (2,665) | 0 | (2,665) |
Loss on debt extinguishment and modifications | 0 | 0 | (781) | 0 |
Foreign currency exchange gain (loss), net | 315 | (83) | (177) | (23) |
Other income (expense), net | 44 | (591) | 915 | (758) |
(Loss) income from investments in partially owned entities | (129) | (68) | (156) | 54 |
Income (loss) before income tax (expense) benefit | 33,858 | 3,985 | 57,824 | (156) |
Income tax (expense) benefit: | ||||
Current | (2,163) | (2,446) | (4,720) | (3,994) |
Deferred | 967 | 3,352 | 3,069 | 4,412 |
Total income tax (expense) benefit | (1,196) | 906 | (1,651) | 418 |
Net income | $ 32,662 | $ 4,891 | $ 56,173 | $ 262 |
Weighted average common shares outstanding – basic (in shares) | 201,787 | 182,325 | 201,294 | 165,869 |
Weighted average common shares outstanding – diluted (in shares) | 205,298 | 186,117 | 204,587 | 169,305 |
Net income per common share of beneficial interest - basic (in USD per share) | $ 0.16 | $ 0.03 | $ 0.28 | $ 0 |
Net income per common share of beneficial interest - diluted (in USD per share) | $ 0.16 | $ 0.03 | $ 0.27 | $ 0 |
Operating Segments | ||||
Revenues: | ||||
Total revenues | $ 482,522 | $ 438,460 | $ 966,591 | $ 831,539 |
Operating expenses: | ||||
Operating income | 128,338 | 121,119 | 263,740 | 219,797 |
Operating Segments | Rent, storage and warehouse services | ||||
Revenues: | ||||
Total revenues | 372,411 | 338,231 | 753,479 | 627,846 |
Operating expenses: | ||||
Cost of operations | 252,279 | 224,414 | 506,574 | 423,210 |
Operating income | 120,132 | 113,817 | 246,905 | 204,636 |
Operating Segments | Third-party managed services | ||||
Revenues: | ||||
Total revenues | 72,954 | 61,515 | 137,875 | 125,651 |
Operating expenses: | ||||
Cost of operations | 69,655 | 58,711 | 130,807 | 119,588 |
Operating income | 3,299 | 2,804 | 7,068 | 6,063 |
Operating Segments | Transportation services | ||||
Revenues: | ||||
Total revenues | 34,861 | 36,492 | 70,778 | 73,588 |
Operating expenses: | ||||
Cost of operations | 30,089 | 32,286 | 61,201 | 65,026 |
Operating income | 4,772 | 4,206 | 9,577 | 8,562 |
Operating Segments | Other | ||||
Revenues: | ||||
Total revenues | 2,296 | 2,222 | 4,459 | 4,454 |
Operating expenses: | ||||
Cost of operations | 2,161 | 1,930 | 4,269 | 3,918 |
Operating income | $ 135 | $ 292 | $ 190 | $ 536 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 32,662 | $ 4,891 | $ 56,173 | $ 262 |
Other comprehensive income (loss) - net of tax: | ||||
Adjustment to accrued pension liability | 412 | 527 | 826 | 1,051 |
Change in unrealized net loss on foreign currency | 10,337 | (2,257) | (15,210) | (1,036) |
Unrealized loss on designated derivatives | (3,494) | (1,763) | (7,533) | (4,477) |
Other comprehensive income (loss) | 7,255 | (3,493) | (21,917) | (4,462) |
Total comprehensive income (loss) | $ 39,917 | $ 1,398 | $ 34,256 | $ (4,200) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Cumulative effect of accounting change | [1] | Common Shares of Beneficial Interest | Paid-in Capital | Accumulated Deficit and Distributions in Excess of Net Earnings | Accumulated Deficit and Distributions in Excess of Net EarningsCumulative effect of accounting change | [1] | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2018 | 148,234,959 | ||||||||
Beginning balance at Dec. 31, 2018 | $ 706,755 | $ 1,482 | $ 1,356,133 | $ (638,345) | $ (12,515) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | (4,629) | (4,629) | |||||||
Other comprehensive loss | (969) | (969) | |||||||
Distributions on common shares of beneficial interest | (30,235) | (30,235) | |||||||
Share-based compensation expense | 2,625 | 2,625 | |||||||
Share-based compensation expense (modification of Restricted Stock Units) | 3,044 | 3,044 | |||||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 897,849 | ||||||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes | 3,974 | $ 9 | 3,965 | ||||||
Other | (88) | (88) | |||||||
Ending balance (in shares) at Mar. 31, 2019 | 149,132,808 | ||||||||
Ending balance at Mar. 31, 2019 | 680,477 | $ 1,491 | 1,365,767 | (673,297) | (13,484) | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 148,234,959 | ||||||||
Beginning balance at Dec. 31, 2018 | 706,755 | $ 1,482 | 1,356,133 | (638,345) | (12,515) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 262 | ||||||||
Ending balance (in shares) at Jun. 30, 2019 | 191,634,460 | ||||||||
Ending balance at Jun. 30, 2019 | $ 1,855,657 | $ 1,916 | 2,577,888 | (707,170) | (16,977) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Distributions declared per common share of beneficial interest (in USD per share) | $ 0.40 | ||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 148,234,959 | ||||||||
Beginning balance at Dec. 31, 2018 | $ 706,755 | $ 1,482 | 1,356,133 | (638,345) | (12,515) | ||||
Ending balance (in shares) at Dec. 31, 2019 | 191,799,909 | ||||||||
Ending balance at Dec. 31, 2019 | $ 1,833,018 | $ (500) | $ 1,918 | 2,582,087 | (736,861) | $ (500) | (14,126) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | ||||||||
Beginning balance (in shares) at Mar. 31, 2019 | 149,132,808 | ||||||||
Beginning balance at Mar. 31, 2019 | $ 680,477 | $ 1,491 | 1,365,767 | (673,297) | (13,484) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 4,891 | 4,891 | |||||||
Other comprehensive loss | (3,493) | (3,493) | |||||||
Distributions on common shares of beneficial interest | (38,764) | (38,764) | |||||||
Share-based compensation expense | 3,171 | 3,171 | |||||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 439,152 | ||||||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes | 2,327 | $ 4 | 2,323 | ||||||
Issuance of common shares (in shares) | 42,062,500 | ||||||||
Issuance of common shares | 1,207,048 | $ 421 | 1,206,627 | ||||||
Ending balance (in shares) at Jun. 30, 2019 | 191,634,460 | ||||||||
Ending balance at Jun. 30, 2019 | $ 1,855,657 | $ 1,916 | 2,577,888 | (707,170) | (16,977) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Distributions declared per common share of beneficial interest (in USD per share) | $ 0.20 | ||||||||
Beginning balance (in shares) at Dec. 31, 2019 | 191,799,909 | ||||||||
Beginning balance at Dec. 31, 2019 | $ 1,833,018 | (500) | $ 1,918 | 2,582,087 | (736,861) | (500) | (14,126) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 23,511 | 23,511 | |||||||
Other comprehensive loss | (29,172) | (29,172) | |||||||
Distributions on common shares of beneficial interest | (42,568) | (42,568) | |||||||
Share-based compensation expense | 4,298 | 4,298 | |||||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 216,056 | ||||||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes | (1,506) | $ 2 | (1,508) | ||||||
Issuance of common shares (in shares) | 8,250,000 | ||||||||
Issuance of common shares | 233,595 | $ 83 | 233,512 | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 200,265,965 | ||||||||
Ending balance at Mar. 31, 2020 | 2,020,676 | $ 2,003 | 2,818,389 | (756,418) | (43,298) | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 191,799,909 | ||||||||
Beginning balance at Dec. 31, 2019 | 1,833,018 | $ (500) | $ 1,918 | 2,582,087 | (736,861) | $ (500) | (14,126) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 56,173 | ||||||||
Ending balance (in shares) at Jun. 30, 2020 | 203,615,707 | ||||||||
Ending balance at Jun. 30, 2020 | $ 2,131,006 | $ 2,036 | 2,932,040 | (767,027) | (36,043) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Distributions declared per common share of beneficial interest (in USD per share) | $ 0.42 | ||||||||
Beginning balance (in shares) at Mar. 31, 2020 | 200,265,965 | ||||||||
Beginning balance at Mar. 31, 2020 | $ 2,020,676 | $ 2,003 | 2,818,389 | (756,418) | (43,298) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income (loss) | 32,662 | 32,662 | |||||||
Other comprehensive loss | 7,255 | 7,255 | |||||||
Distributions on common shares of beneficial interest | (43,271) | (43,271) | |||||||
Share-based compensation expense | 4,449 | 4,449 | |||||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 255,311 | ||||||||
Common share issuance related to share-based payment plans, net of shares withheld for employee taxes | 2,202 | $ 2 | 2,200 | ||||||
Issuance of common shares (in shares) | 3,094,431 | ||||||||
Issuance of common shares | 107,033 | $ 31 | 107,002 | ||||||
Ending balance (in shares) at Jun. 30, 2020 | 203,615,707 | ||||||||
Ending balance at Jun. 30, 2020 | $ 2,131,006 | $ 2,036 | $ 2,932,040 | $ (767,027) | $ (36,043) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Distributions declared per common share of beneficial interest (in USD per share) | $ 0.21 | ||||||||
[1] | Refer to Note 2 to the Condensed Consolidated Financial Statements for further discussion of the adoption of ASC 326. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating activities: | ||||
Net income | $ 56,173 | $ 262 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation, depletion and amortization | 104,003 | 70,533 | ||
Amortization of deferred financing costs and pension withdrawal liability | 2,742 | 2,978 | ||
Amortization of above/below market leases | 76 | 76 | ||
Loss on debt extinguishment and modification, non-cash | 542 | 0 | ||
Foreign exchange loss | 177 | 23 | ||
Loss (income) from investments in partially owned entities | 156 | (54) | ||
Share-based compensation expense (modification of restricted stock units) | 0 | 3,044 | ||
Share-based compensation expense | 8,730 | 5,810 | ||
Deferred income tax benefit | (3,069) | (4,412) | ||
(Gain) loss from sale of real estate | (21,875) | 34 | ||
(Gain) loss on other asset disposals | (420) | 189 | ||
Impairment of long-lived assets | 3,667 | 13,485 | ||
Provision for doubtful accounts receivable | 3,554 | 622 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 13,364 | 3,287 | ||
Accounts payable and accrued expenses | 5,028 | (23,883) | ||
Other | (8,868) | 7,841 | ||
Net cash provided by operating activities | 163,980 | 79,835 | ||
Investing activities: | ||||
Return of investment in joint venture | 0 | 2,000 | ||
Investment in partially owned entities | (26,197) | 0 | ||
Proceeds from sale of property, buildings and equipment | 69,051 | 822 | ||
Proceeds from the settlement of net investment hedge | 3,034 | 0 | ||
Business combinations, net of cash acquired | (315,668) | (1,323,265) | ||
Acquisitions of property, buildings and equipment, net of cash acquired | 0 | (35,923) | ||
Additions to property, buildings and equipment | (173,245) | (98,428) | ||
Net cash used in investing activities | (443,025) | (1,454,794) | ||
Financing activities: | ||||
Distributions paid on common shares | (80,976) | (58,206) | ||
Proceeds from stock options exercised | 5,882 | 9,647 | ||
Remittance of withholding taxes related to employee share-based transactions | (5,650) | (3,570) | ||
Proceeds from revolving line of credit | 186,753 | 100,000 | ||
Repayment on revolving line of credit | (177,075) | (100,000) | ||
Repayment of sale-leaseback financing obligations | (1,785) | (1,500) | ||
Repayment of financing lease obligations | (8,853) | (5,838) | ||
Payment of debt issuance costs | (8,345) | (2,025) | ||
Repayment of term loan, mortgage notes and notes payable | (53,342) | (7,113) | ||
Proceeds from term loan | 177,075 | 0 | ||
Proceeds from issuance of senior unsecured notes | 0 | 350,000 | ||
Net proceeds from issuance of common shares | 340,628 | 1,206,627 | ||
Net cash provided by financing activities | 374,312 | 1,488,022 | ||
Net increase in cash, cash equivalents and restricted cash | 95,267 | 113,063 | ||
Effect of foreign currency translation on cash, cash equivalents and restricted cash | (4,040) | 86 | ||
Cash, cash equivalents and restricted cash: | ||||
Beginning of period | 240,613 | 214,097 | ||
End of period | 331,840 | 327,246 | ||
Supplemental disclosures of cash flows information: | ||||
Acquisition of fixed assets under financing lease obligations | 23,505 | 20,215 | ||
Acquisition of fixed assets under operating lease obligations | 510 | 8,117 | ||
Interest paid – net of amounts capitalized | 46,877 | 26,188 | ||
Income taxes paid – net of refunds | 1,405 | 2,975 | ||
Acquisition of property, buildings and equipment on accrual | 25,607 | 20,886 | ||
Reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheets to the ending cash, cash equivalents and restricted cash balances above: | ||||
Cash and cash equivalents | $ 298,709 | $ 320,805 | ||
Restricted cash | 33,131 | 6,441 | ||
Total cash, cash equivalents and restricted cash | 331,840 | 327,246 | 331,840 | 327,246 |
Allocation of purchase price to business combinations: | ||||
Goodwill | 385,285 | |||
Business Acquisitions | ||||
Allocation of purchase price to business combinations: | ||||
Land | 33,829 | 63,463 | ||
Building and improvements | 127,868 | 724,756 | ||
Machinery and equipment | 40,105 | 170,339 | ||
Assets under construction | 308 | 20,968 | ||
Operating and financing lease right-of-use assets | 926 | 1,254 | ||
Cash and cash equivalents | 1,997 | 4,977 | ||
Accounts receivable | 5,271 | 22,761 | ||
Goodwill | 66,950 | 113,806 | ||
Acquired identifiable intangibles: | ||||
Other assets | 120 | 18,802 | ||
Accounts payable and accrued expenses | (2,282) | (32,444) | ||
Notes payable | 0 | (17,179) | ||
Operating and financing lease obligations | (590) | (1,254) | ||
Unearned revenue | (607) | (3,536) | ||
Pension and postretirement benefits | 0 | (2,020) | ||
Deferred tax liability | (34,516) | (9,063) | ||
Total consideration | 317,665 | 1,328,242 | ||
Business Acquisitions | Customer relationships | ||||
Acquired identifiable intangibles: | ||||
Identifiable intangibles | 78,286 | 250,989 | ||
Business Acquisitions | Trade names and trademarks | ||||
Acquired identifiable intangibles: | ||||
Identifiable intangibles | $ 0 | $ 1,623 | ||
Asset Acquisitions | ||||
Allocation of purchase price of property, buildings and equipment to: | ||||
Assembled workforce | 0 | 351 | ||
Other assets | 0 | 601 | ||
Cash paid for acquisition of property, buildings and equipment | 0 | 35,923 | ||
Asset Acquisitions | Investments in land, building and improvements | ||||
Allocation of purchase price of property, buildings and equipment to: | ||||
Property, plant and equipment | 0 | 31,561 | ||
Asset Acquisitions | Machinery and equipment | ||||
Allocation of purchase price of property, buildings and equipment to: | ||||
Property, plant and equipment | $ 0 | $ 3,410 |
General
General | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General The Company Americold Realty Trust, together with its subsidiaries (ART, the Company, or we), is a real estate investment trust (REIT) organized under Maryland law. 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 99% of the partnership interests as of June 30, 2020. Americold Realty Operations, Inc., a Delaware corporation and a wholly-owned subsidiary of the REIT, is the sole limited partner of the Operating Partnership, owning 1% of the partnership interests as of June 30, 2020. 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. During the third quarter of 2019, the Company began granting 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 will represent interests in the Operating Partnership that are not owned by Americold Realty Trust. We expect that the expense associated with the OP Units in the Operating Partnership is immaterial to the condensed consolidated financial statements of the Company. On March 9, 2020, 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, $0.01 par value per share, from 250,000,000 to 325,000,000. The Articles of Amendment were effective upon filing. The Company also has 25,000,000 authorized preferred shares of beneficial interest, $0.01 par value per share; however, none are issued or outstanding as of June 30, 2020 or December 31, 2019. The Operating Partnership includes numerous disregarded entities (“DRE”). Additionally, the Operating Partnership conducts various business activities in the United States (U.S.), Australia, New Zealand, Argentina, and Canada through several wholly-owned taxable REIT subsidiaries (TRSs). Ownership Initial Public Offering On January 23, 2018, we completed an initial public offering of our common shares, or IPO, in which we issued and sold 33,350,000 of our common shares at a public offering price of $16.00 per share, including 4,350,000 common shares pursuant to the exercise in full of the underwriters’ option to purchase additional common shares. The common shares sold in the offering were registered under the Securities Act of 1933, as amended (the Securities Act) pursuant to our Registration Statement on Form S-11 (File No. 333-221560), as amended, which was declared effective by the U.S. Securities and Exchange Commission (SEC) on January 18, 2018. September 2018 Follow-On Public Offering On September 18, 2018, the Company completed a follow-on public offering of 4,000,000 of its common shares at a public offering price of $24.50 per share, which generated net proceeds of approximately $92.5 million to the Company after deducting the underwriting discount and estimated offering expenses payable by the Company, and an additional 6,000,000 common shares pursuant to the 2018 forward sale agreement, which is currently expected to settle on or before September 2020. The term was extended from its original settlement of September 2019. The Company did not initially receive any proceeds from the sale of the common shares subject to the 2018 forward sale agreement that were sold by the forward purchaser or its affiliate. The Company accounts for the 2018 forward contract as equity and therefore is exempt from derivative and fair value accounting. Before the issuance of the Company’s common shares, if any, upon physical or net share settlement of the 2018 forward sale agreement, the common shares issuable upon settlement of the 2018 forward sale agreement will be reflected in its 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 2018 forward sale agreement less 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 2018 forward sale price at the end of the reporting period). If and when the Company physically or net share settles the 2018 forward sale agreement, the delivery of the Company’s common shares would result in an increase in the number of common shares outstanding and dilution to our earnings per share. As of June 30, 2020, the Company has not settled any portion of the 2018 forward sale agreement. March 2019 Secondary Public Offering In March 2019, the Company completed a secondary public offering in which certain funds affiliated with YF ART Holdings and The Goldman Sachs Group, Inc. (Goldman) sold their remaining interests in the Company of 38,422,583 and 8,061,228 common shares, respectively, at $27.75 per share, which included 6,063,105 shares purchased by the underwriters upon the exercise in full of their option to purchase additional shares. The selling shareholders received proceeds from the offering, which, net of underwriting fees, totaled $1.1 billion. The Company received no proceeds and incurred fees of $1.5 million related to this offering. April 2019 Follow-On Public Offering On April 22, 2019, the Company completed a follow-on public offering of 42,062,000 of its common shares, including 6,562,000 common shares pursuant to the exercise in full of the underwriters’ option to purchase additional common shares, at a public offering price of $29.75 per share, which generated net proceeds of approximately $1.21 billion to the Company after deducting the underwriting discount and estimated offering expenses payable by the Company, and an additional 8,250,000 common shares pursuant to the 2019 forward sale agreement. The Company did not initially receive any proceeds from the sale of the common shares subject to the 2019 forward sale agreement that were sold by the forward purchaser or its affiliate. The 2019 forward sale agreement was settled during the three months ended March 31, 2020 for net proceeds of $233.6 million. The proceeds of the follow-on public offering were used to fund the purchase of Chiller Holdco, LLC (Cloverleaf Cold Storage or Cloverleaf). The Company used the cash proceeds that we received upon settlement of the 2019 forward sale agreement on January 2, 2020 to fund a portion of the Nova Cold Logistics (Nova Cold) acquisition. At the Market (ATM) Equity Program On August 23, 2019, 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 $500.0 million of our common shares through an ATM Equity Program (“the 2019 ATM Equity Program”). Sales of our common shares made pursuant to the 2019 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 2019 ATM Equity Program for general corporate purposes, which may include funding acquisitions and development projects. There were no common shares sold under the 2019 ATM Equity Program. On April 16, 2020, the 2019 ATM Equity Program was terminated and replaced with the 2020 ATM Equity Program. Under the 2020 ATM Equity Program, we may sell, from time to time, up to an aggregate sales price of $500.0 million of the Company’s common shares. 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 three months ended June 30, 2020, there were 3,094,431 common shares sold under the 2020 ATM Equity Program, resulting in gross proceeds of $110.4 million. The proceeds were offset by $2.3 million of fees which were capitalized related to the ATM Equity Program. In addition, during the three months ended June 30, 2020, the Company entered into a forward sale agreement in connection with the 2020 ATM Equity Program to sell 472,551 common shares for gross proceeds of $17.2 million, which must be settled by July 1, 2021. After considering the common shares issued during the second quarter of 2020 and the shares subject to the forward sale agreement, the Company had approximately $372.4 million availability remaining for distribution under the 2020 ATM Equity Program as of June 30, 2020. 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, $0.01 par value per share, (ii) the Company’s preferred shares of beneficial interest, $0.01 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. There has been no activity under the Registration Statement at this time, except for the Company’s ATM program launch discussed above. Acquisitions and Investments in Joint Ventures On February 1, 2019, the Company acquired PortFresh Holdings, LLC (PortFresh). The Company paid aggregate cash consideration of $35.2 million, net of cash acquired. The consideration paid by the Company was funded using cash on hand. On May 1, 2019, the Company entered into an equity purchase agreement to acquire Cloverleaf Cold Storage (Cloverleaf). The Company refers to the completion of the acquisition of Cloverleaf pursuant to the executed purchase agreement as “the Cloverleaf Acquisition”. The Company paid aggregate cash consideration of approximately $1.24 billion. The consideration paid by the Company was funded using net proceeds from the Company’s equity offering that closed on April 22, 2019, along with funds drawn under the Company’s senior unsecured revolving credit facility. On May 1, 2019, the Company also acquired Lanier Cold Storage (Lanier). The Company paid aggregate cash consideration of approximately $81.9 million, net of cash acquired. The consideration paid by the Company was funded using cash on hand. On November 19, 2019, the Company acquired MHW Group Inc. (MHW). The Company paid aggregate cash consideration of approximately $50.8 million, net of cash acquired. The consideration paid by the Company was funded using cash on hand. On January 2, 2020, the Company completed the purchase of all outstanding shares of Nova Cold for Canadian Dollars of $337.4 million, net of cash acquired ($259.6 million USD, net of cash acquired). 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. On January 2, 2020, the Company completed the purchase of all outstanding membership interests of Newport Cold for cash consideration of $56.1 million, net of cash acquired. The consideration paid by the Company was funded using cash on hand. On March 6, 2020, the Company acquired a 14.99% ownership interest in Superfrio Armazéns Gerais S.A. (SuperFrio) for Brazil Reals of $117.8 million, or approximately USD $25.7 million, inclusive of certain legal fees. The consideration paid by the Company was funded using cash on hand. Basis of Presentation and Principles of Consolidation The 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. These 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, 2019, 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. All significant intercompany balances and transactions have been eliminated in consolidation. 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 The 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. Significant Risks and Uncertainties 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 and six months ended June 30, 2020 from the COVID-19 pandemic, it 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. Reclassifications Certain immaterial, prior period amounts have been reclassified to conform to the current period presentation on the Condensed Consolidated Statements of Shareholders’ Equity. The Condensed Consolidated Statements of Shareholders’ Equity reflects the reclassification required in the prior period to condense the amount previously classified within ‘Other’ to be classified within ‘Other comprehensive loss’, both of which are a component of Accumulated Other Comprehensive Income (Loss). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting PoliciesThe 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, 2019, which provides additional information with regard to the accounting policies set forth herein and other significant accounting policies. Impairment of Long-Lived Assets For the three and six months ended June 30, 2020, the Company recorded impairment charges totaling $3.7 million, related to the anticipated sale of our quarry business, which was subsequently completed on July 1, 2020. For the six months ended June 30, 2019, the Company recorded impairment charges of $13.5 million. This was primarily due to the formal approval of the “Atlanta Major Market Strategy” plan by the Company’s Board of Trustees, which included the partial redevelopment of an existing warehouse facility. The partial redevelopment required the demolition of approximately 75% of the current warehouse, which was unused. We have continued to operate as normal during the redevelopment. As a result of this initiative, the Company wrote off the carrying value of the portion of the warehouse no longer in use resulting in an impairment charge of $9.6 million of Warehouse segment assets. Additionally, during the three months ended March 31, 2020, the Company recorded an impairment charge of $2.9 million of Warehouse segment assets related to a domestic idle warehouse facility in anticipation of a potential future sale of the asset. The estimated fair value of this asset was determined based on ongoing negotiations with prospective buyers. The sale of this property was completed during the second quarter of 2019. In addition, during the three months ended June 30, 2019, the Company recorded an asset impairment charge of $0.9 million related to international transportation software assets which were no longer needed. Capitalization of Costs 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 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 $0.4 million and $0.8 million for the three months ended June 30, 2020 and 2019, respectively. During the six months ended June 30, 2020 and 2019, we capitalized interest of $1.2 million and $1.6 million, respectively. During each of the three months ended June 30, 2020 and 2019, we capitalized amounts relating to compensation and travel expense of employees direct and incremental to development of properties of approximately $0.2 million and $0.1 million, respectively, and during each of the six months ended June 30, 2020 and 2019, we capitalized $0.3 million. Business Combinations 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. The Company estimates the fair values using observable inputs classified as Level 2 and unobservable inputs classified as Level 3 of the fair value hierarchy. 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. Asset Acquisitions We acquired PortFresh in an asset acquisition on February 1, 2019 for $35.2 million, net of cash. The cost incurred in connection with this asset acquisition was allocated primarily to property, buildings and equipment. Additionally, we acquired MHW in an asset acquisition on November 19, 2019 for $50.8 million, net of cash. The cost incurred in connection with this asset acquisition was allocated primarily to $50.1 million of land, buildings and equipment, $0.6 million of an assembled workforce intangible asset and $0.1 million of other assets and liabilities, net. Additionally, the purchase agreement included a call option to purchase land from the holder of the ground lease for $4.1 million, which was exercised in January 2020. Recently Adopted Accounting Standards Fair Value Measurement - Disclosure Framework In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements on fair value measurements. The ASU removes the requirement to disclose: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. The ASU requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For public business entities, this guidance is effective for fiscal years beginning after December 15, 2019 with early adoption permitted. The Company adopted this standard effective January 1, 2020 on a prospective basis, and it did not have a material impact on its condensed consolidated financial statements. Credit Losses Effective January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (also referred to as current expected credit losses, or “CECL”), using the modified retrospective transition method. This ASU amends the impairment model to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments, including trade receivables, and off-balance sheet credit exposures. The amendment requires entities to consider a broader range of information to estimated expected credit losses, which may result in earlier recognition of losses. Upon adoption of the new standard, the Company recorded a non-cash cumulative effect adjustment to the opening accumulated deficit and distributions in excess of net earnings of $0.5 million as of January 1, 2020. As of June 30, 2020, we had $567.0 million of assets in the scope of the credit loss standard. These assets consist primarily of cash equivalents measured at amortized cost and trade and other receivables. Counterparties associated with these assets are generally highly rated. The substantial majority of the allowance recorded on the aforementioned in-scope assets relates to our trade receivables and totaled $10.5 million as of June 30, 2020. Financial Instruments In March 2020, FASB issued ASU 2020-03, Codification Improvements to Financial Instruments . This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates. The Company adopted this standard effective January 1, 2020, and it did not have a material impact on its condensed consolidated financial statements. Future Adoption of Accounting Standards Defined Benefit Plans In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans . 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. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted for all entities and the amendments in this update are required to be applied on a retrospective basis to all periods presented. The Company does not expect the provisions of ASU 2018-14 will have a material impact on its condensed consolidated financial statements. Simplifying the Accounting for Income Taxes In December 2019, the FASB issued 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. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; however, early adoption is permitted for all entities. The Company continues to assess the impact of adopting this standard and does not believe the adoption of ASU 2019-12 will have a material effect on its condensed consolidated financial statements. 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. During the first quarter of 2020, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Investments - equity securities; Investments—Equity Method and Joint Ventures; Derivatives and Hedging In January 2020, the FASB issued 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. This ASU is effective for fiscal years beginning after December 15, 2020. The adoption of this ASU is not expected to have any impact on the Company's condensed consolidated financial statements. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Acquisitions Completed During the Six Months Ended June 30, 2020 The Company completed the acquisition of privately-held Nova Cold on January 2, 2020 for total cash consideration of approximately CAD $337.4 million, net of cash received, or $259.6 million USD based upon the exchange rate between the CAD and USD on the closing date of the transaction. The preliminary purchase price allocation of consideration primarily included $171.9 million of land and buildings and equipment, $59.6 million of a customer relationship intangible asset, $34.5 million of deferred tax liabilities, and $60.4 million of goodwill, each of which are allocated to the Warehouse segment. The customer relationship asset has been preliminarily assigned a useful life of 25 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 Canada market and leveraging integration experience to drive synergies and further enhance the warehouse network for new and existing customers. 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 will exist 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. 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 purchase price allocation 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 purchase price allocation 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. During the three months ended June 30, 2020, the Company recorded a $7.5 million reduction to its opening deferred tax liability of $42.0 million originally recorded related to basis differences in fixed assets and net operating loss carryforwards. The adjustments recorded during the measurement period did not have a significant impact on our Condensed Consolidated Financial Statements for the six months ended June 30, 2020. Acquisitions Completed During 2019 The Company completed the acquisition of privately-held Cloverleaf on May 1, 2019. A summary of the final fair value of the assets acquired and liabilities assumed for total cash consideration of $1.24 billion, as well as adjustments made during the measurement period, is as follows (in thousands): Amounts Recognized as of the Measurement Period Adjustments (1) Final Amounts Recognized as of the Acquisition Date (as Adjusted) (2) Assets Land $ 59,363 $ 1,131 $ 60,494 Building and improvements 687,821 (19,670) 668,151 Machinery and equipment 144,825 822 145,647 Assets under construction 20,968 (3,994) 16,974 Operating lease right-of-use assets 1,254 — 1,254 Cash and cash equivalents 4,332 — 4,332 Restricted cash — 526 526 Accounts receivable 21,358 220 21,578 Goodwill 107,643 18,453 126,096 Acquired identifiable intangibles: Customer relationships 241,738 8,608 250,346 Trade names and trademarks 1,623 — 1,623 Other assets 18,720 (11,668) 7,052 Total assets 1,309,645 (5,572) 1,304,073 Liabilities Accounts payable and accrued expenses 30,905 12,598 43,503 Notes payable 17,179 (13,301) 3,878 Operating lease obligations 1,254 — 1,254 Unearned revenue 3,536 — 3,536 Pension and postretirement benefits 2,020 (2,020) — Deferred tax liability 9,063 (39) 9,024 Total liabilities 63,957 (2,762) 61,195 Total consideration for Cloverleaf acquisition $ 1,245,688 $ (2,810) $ 1,242,878 (1) The adjustments recorded during the measurement period did not have a significant impact on our Condensed Consolidated Financial Statements for the six months ended June 30, 2020. The measurement period ended one year after the Cloverleaf Acquisition, on April 30, 2020. (2) The measurement period adjustments were primarily due to refinements to third party appraisals and refinements in carrying amounts of certain assets and liabilities, as well as adjustments to certain tax accounts based on, among other things, adjustments to deferred tax liabilities. The net impact of the measurement period adjustments results in a net increase to goodwill. All adjustments recorded during the measurement period were not material to the Condensed Consolidated Financial Statements. The final purchase price allocation is presented within the table above. As shown above, in connection with the Cloverleaf Acquisition the Company recorded an intangible asset of approximately $250.3 million for customer relationships which has been assigned a useful life of 25 years, and approximately $1.6 million for trade names and trademarks which has been assigned a useful life of 1.5 years. These intangible assets are being amortized on a straight-line basis over their respective useful lives. Based on the discussion under goodwill above, the Cloverleaf Acquisition resulted in federal income tax deductibility for a portion of the intangible assets. The deductible intangible assets will be available to reduce taxable income for both the REIT and its domestic TRS. The Company recorded a deferred tax liability of $1.9 million for intangible assets in 2019, which remains materially unchanged as of June 30, 2020. The unaudited pro forma financial information set forth below is based on the historical Condensed Consolidated Statements of Operations for the quarter ended June 30, 2019, adjusted to give effect to the Cloverleaf Acquisition as if it had occurred on January 1, 2019. The pro forma adjustments primarily relate to acquisition expenses, depreciation expense on acquired assets, amortization of acquired intangibles, and estimated interest expense related to financing transactions, the proceeds of which were used to fund the acquisition of Cloverleaf. On March 1, 2019, Cloverleaf acquired Zero Mountain, Inc. and Subsidiaries (Zero Mountain). As a result, we have included the results of operations of Zero Mountain in the below pro forma financial information. The pro forma adjustments made include the acquisition expenses incurred in connection with Cloverleaf’s acquisition of Zero Mountain. The accompanying unaudited pro forma consolidated financial statements exclude the results of all other acquisitions completed during 2019 and 2020, which were deemed immaterial. These statements are provided for illustrative purposes only and do not purport to represent what the actual Consolidated Statements of Operations of the Company or the Operating Partnership would have been had the Cloverleaf Acquisition occurred on the dates assumed, nor are they necessarily indicative of what the results of operations would be for any future periods. Pro forma (unaudited) (in thousands, except per share data) Three Months Ended Six Months Ended June 30, 2019 Total revenue $ 457,840 $ 907,099 Net income available to common shareholders (1) $ 14,180 $ 8,422 Net income per share, diluted (2) $ 0.06 $ 0.04 (1) Pro forma net income available to common shareholders was adjusted to exclude $15.9 million and $25.7 million of acquisition related costs incurred by the Company during the three and six months ended June 30, 2019. (2) Adjusted to give effect to the issuance of approximately 42.1 million common shares in connection with the Cloverleaf Acquisition. Additionally, the Company completed the acquisition of privately-held Lanier on May 1, 2019 for total cash consideration of $81.9 million, net of cash received. The allocation of consideration primarily included $60.0 million of land and buildings and equipment, $6.4 million of goodwill, and $16.3 million of customer relationship intangible assets. The customer relationship asset has been assigned a useful life of 25 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 increased presence in the north Georgia poultry market and leveraging integration experience to drive synergies and further enhance the warehouse network for new and existing customers. The Lanier acquisition was completed through the acquisition of both stock and partnership units; the acquisition of partnership units allowed a portion of the goodwill recorded to be deductible for federal income tax purposes. All adjustments recorded subsequent to the acquisition date were not material to the Condensed Consolidated |
Investment in Partially Owned E
Investment in Partially Owned Entities | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Partially Owned Entities | Investment in Partially Owned Entities During the first quarter of 2020, the Company purchased a 14.99% equity interest in a joint venture with Superfrio Armazéns Gerais S.A. (“SuperFrio” or “Brazil JV”) for Brazil reals of 117.8 million. Including certain transaction costs, the Company recorded an initial investment of USD $25.7 million in the joint venture. 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. As of June 30, 2020, 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): Joint Venture Location % Ownership June 30, 2020 Superfrio Brazil 14.99% $22,102 |
Acquisitions, Litigation, and O
Acquisitions, Litigation, and Other Charges | 6 Months Ended |
Jun. 30, 2020 | |
Acquisition, Litigation and Other Special Charges [Abstract] | |
Acquisitions, Litigation, and Other Charges | Acquisition, Litigation and Other Charges The components of the charges included in “Acquisition, litigation and other” in our Condensed Consolidated Statements of Operations are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Acquisition, litigation and other 2020 2019 2020 2019 Acquisition related costs $ 2,651 $ 15,014 $ 3,417 $ 16,455 Litigation — 467 — 1,377 Other: Severance, equity award modifications and acceleration 150 2,641 1,072 6,934 Non-offering related equity issuance expenses — (164) — 1,347 Terminated site operations costs — 6 — 344 Total other 150 2,483 1,072 8,625 Total acquisition, litigation and other $ 2,801 $ 17,964 $ 4,489 $ 26,457 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 2019 and 2020. Litigation costs consist of expenses incurred in order to defend the Company from litigation charges outside of the normal course of business as well as related settlements not in the normal course of business. Litigation costs incurred in connection with matters arising from the ordinary course of business are expensed as a component of “Selling, general and administrative expense” on the Condensed Consolidated Statements of Operations. 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. Equity acceleration and modification costs represent the unrecognized expense for stock awards that vest and convert to common shares in advance of the original negotiated vesting date and any other equity award changes resulting in accounting for the award as a modification. For the six months ended June 30, 2019, severance, equity modification and acceleration expense consists of $2.6 million of severance related to reduction in headcount as a result of the synergies created from the Cloverleaf Acquisition and organizational transformation of our international operations, $1.2 million of severance related to the departure of two former executives, as well as $3.1 million of accelerated equity award vesting. Refer to Note 11 for further details of all equity modifications and equity acceleration. Non-offering related equity issuance expense consists of non-registration statement related legal fees associated with the selling shareholders’ secondary public offering completed during the first quarter of 2019, which consisted solely of shares sold by YF ART Holdings and Goldman Sachs and affiliates (see Note 1 for more information). The Company received no proceeds from the secondary offering. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s outstanding indebtedness as of June 30, 2020 and December 31, 2019 is as follows (in thousands): June 30, 2020 December 31, 2019 Indebtedness Stated Maturity Date Contractual Interest Rate Effective Interest Rate as of June 30, 2020 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2013 Mortgage Loans Senior note 5/2023 3.81% 4.14% $ 178,101 $ 182,108 $ 181,443 $ 184,618 Mezzanine A 5/2023 7.38% 7.55% 70,000 71,050 70,000 70,525 Mezzanine B 5/2023 11.50% 11.75% 32,000 32,800 32,000 32,320 Total 2013 Mortgage Loans 280,101 285,958 283,443 287,463 Senior Unsecured Notes Series A 4.68% notes due 2026 1/2026 4.68% 4.77% 200,000 229,000 200,000 217,750 Series B 4.86% notes due 2029 1/2029 4.86% 4.92% 400,000 477,000 400,000 439,000 Series C 4.10% notes due 2030 1/2030 4.10% 4.15% 350,000 401,625 350,000 366,625 Total Senior Unsecured Notes 950,000 1,107,625 950,000 1,023,375 2020 Senior Unsecured Term Loan Tranche A-1 (1) 3/2025 L+0.95% 2.65% 425,000 425,000 — — 2020 Senior Unsecured Term Loan Tranche A-2 (2)(6) 3/2025 C+0.95% 1.61% 183,600 183,600 — — Total 2020 Senior Unsecured Term Loan A Facility (4) 608,600 608,600 — — 2018 Senior Unsecured Term Loan A Facility (1)(4) 1/2023 L+1.00% 3.14% — — 475,000 472,625 Total principal amount of indebtedness $ 1,838,701 $ 2,002,183 $ 1,708,443 $ 1,783,463 Less: unamortized deferred financing costs (14,295) n/a (12,996) n/a Total indebtedness, net of unamortized deferred financing costs (3) $ 1,824,406 $ 2,002,183 $ 1,695,447 $ 1,783,463 2020 Senior Unsecured Revolving Credit Facility (3)(5) 3/2024 L+0.85% 0.23% $ — $ — N/A N/A 2018 Senior Unsecured Revolving Credit Facility (1) (3) 1/2021 L+0.90% 0.36% N/A N/A $ — $ — (1) L = one-month LIBOR. (2) C = one-month CDOR. (3) During the first quarter of 2020, the Company refinanced its Senior Unsecured Credit Facility. As such, the 2020 Senior Unsecured Revolving Credit Facility was in effect as of June 30, 2020 and the 2018 Senior Unsecured Revolving Credit Facility was in effect as of December 31, 2019. The above disclosure reflects N/A for the reporting date that the respective instrument was not in effect. (4) During the first quarter of 2020, the Company refinanced its Senior Unsecured Term Loan A. As such, the 2020 Senior Unsecured Term Loan A Facility was in effect as of June 30, 2020 and the 2018 Senior Unsecured Term Loan A Facility was in effect as of December 31, 2019. (5) The Company has the option to extend the 2020 Senior Unsecured Revolving Credit Facility up to two times for a six-month period each. (6) 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 June 30, 2020. 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 is approximately $1.4 billion USD. The Company reduced the margin on the 2020 Senior Unsecured Term Loan A Facility and 2020 Senior Unsecured Revolving Credit Facility by five basis points. The 2020 Senior Unsecured Term Loan A Facility is broken into two tranches. Tranche A-1 is comprised of a $425.0 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 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 $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 June 30, 2020, $7.8 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 two times, each for a six-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 6.25 basis points 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. Unamortized deferred financing costs as of December 31, 2019 of $2.8 million will continue to be amortized over the life of the 2020 Senior Unsecured Revolving Credit Facility. As of June 30, 2020, $6.8 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 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. 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 June 30, 2020, the Company was in compliance with all debt covenants. There were $22.8 million letters of credit issued on the Company’s 2020 Senior Unsecured Revolving Credit Facility as of June 30, 2020. 2018 Senior Unsecured Credit Facility On December 4, 2018, we entered into the 2018 Senior Unsecured Credit Facility to, among other things, (i) increase the revolver borrowing capacity from $450.0 million to $800.0 million, (ii) convert the credit facility (term loan and revolver) from a secured credit facility to an unsecured credit facility, and (iii) decrease the applicable interest rate margins from 2.35% to 1.45% and decrease the fee on unused borrowing capacity by five basis points. The terms of the revolver allow for the ability to draw proceeds in multiple currencies, up to $400 million. In connection with entering into the original agreement and subsequent amendments for the Term Loan A Credit Facility, we capitalized approximately $8.9 million of debt issuance costs, which we amortize as interest expense under the effective interest method. As of December 31, 2019, the unamortized balance of Term Loan A debt issuance costs was $6.1 million and was included in “Mortgage notes, senior unsecured notes and term loans” on the accompanying Condensed Consolidated Balance Sheets. On September 24, 2019, we reduced our interest rate margins from 1.45% to 1.00% and decreased the fee on unused borrowing capacity by five basis points for usage greater than 50% of the total commitment and 15 basis points for usage less than 50% of commitment. The fee for unused borrowing capacity was 20 basis points regardless of the percentage of total commitment used. During the third quarter of 2019, the Company received a favorable credit rating. This rating, when combined with existing ratings, allowed the Company to transition to a favorable ratings-based pricing grid during the third quarter of 2019. There were $23.0 million letters of credit issued on the Company’s 2018 Senior Unsecured Revolving Credit Facility as of December 31, 2019. During the first quarter of 2020, the 2018 Senior Unsecured Revolving Credit Facility was refinanced and is no longer outstanding as of June 30, 2020. Series A, B and C Senior Unsecured Notes 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 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 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”). 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 $600.0 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, Series B, and Series C 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 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 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 credit 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 June 30, 2020, the Company was 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 June 30, 2020, the amount of restricted cash associated with the 2013 Mortgage Loans was $3.7 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 the Company, subject to customary non-recourse provisions as stipulated in the agreements. The mortgage loan also requires compliance with other financial covenants, including a debt coverage ratio and cash flow calculation, as defined. As of June 30, 2020, 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 June 30, 2020, we were in compliance with all debt covenants. 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 $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. Aggregate future repayments of indebtedness The aggregate maturities of the Company’s total indebtedness as of June 30, 2020, including amortization of principal amounts due under the mortgage notes, for each of the next five years and thereafter, are as follows: As of June 30, 2020: (In thousands) June 30, 2021 $ 6,900 June 30, 2022 7,171 June 30, 2023 266,030 June 30, 2024 — June 30, 2025 608,600 Thereafter 950,000 Aggregate principal amount of debt 1,838,701 Less unamortized deferred financing costs (14,295) Total debt net of unamortized deferred financing costs $ 1,824,406 |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial InstrumentsThe 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 hedges $100.0 million of variable interest-rate debt, or 16%, of the Company’s outstanding variable-rate debt as of June 30, 2020. The August 2019 agreement hedges $225.0 million of variable interest-rate debt, or 37%, of the Company’s outstanding variable-rate debt as of June 30, 2020. Each agreement converts 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 involve 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 is to reduce its exposure to fluctuations in cash flows due to changes in interest rates. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that an additional $5.0 million will be reclassified as an increase to interest expense. The Company classifies cash inflow and outflows from derivatives 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 to manage the foreign currency exchange rate risk on these intercompany loans. 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, $153.5 million AUD and $37.5 million NZD, were hedged under the cross-currency swap agreements at June 30, 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 $0.3 million will be reclassified as a decrease to interest expense. The Company classifies cash inflow and outflows from derivatives within operating activities on the Condensed Consolidated Statements of Cash Flows. 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 the first quarter of 2020, the Company’s previous two outstanding foreign exchange forward contracts, which were entered into in conjunction with the funding of the Nova Cold Acquisition that were not designated as hedges in a qualifying hedging relationship, matured. The first contract was entered into in December 2019 with a notional to purchase CAD $217.0 million and sell USD matured on January 2, 2020 and settled for a gain of $2.1 million. The second contract was entered into simultaneously with a notional to sell CAD $217.0 million and purchase USD maturing on January 31, 2020 and was subsequently designated as a net investment hedge on January 2, 2020. The net unrealized gain on the change in fair value of the foreign exchange forward contracts included within “Foreign currency exchange gain (loss), net” on the accompanying Consolidated Statement of Operations for the six months ended June 30, 2020 was $0.1 million. 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 $217.0 million and purchase USD maturing on January 31, 2020. This contract was then settled for a gain of $0.2 million and a new contract was entered into with same notional to sell CAD $217.0 million and purchase USD which matured on February 28, 2020. The second contract was settled for a gain of $2.8 million upon the maturity date of February 28, 2020. As of June 30, 2020 and December 31, 2019, the Company did not have any currency forwards that were designated as net investment hedges outstanding. 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”. The following table illustrates the disclosure in tabular format of fair value amounts of derivative instruments at June 30, 2020 and December 31, 2019 (in thousands): Derivative Assets Derivative Liabilities June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Designated derivatives Foreign exchange contracts $ 9,768 $ 1,376 $ — $ — Interest rate contracts — 2,933 18,565 3,505 Undesignated derivatives Foreign exchange forwards — 2,546 — 2,589 Total derivatives $ 9,768 $ 6,855 $ 18,565 $ 6,094 The following table presents the effect of the Company’s derivative financial instruments on the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019, including the impacts to Accumulated Other Comprehensive Income (AOCI) (in thousands): Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended June 30, Three Months Ended June 30, 2020 2019 2020 2019 Interest rate contracts $ (1,729) $ (2,230) Interest expense $ (949) $ (2) Foreign exchange contracts (15,097) 2,229 Foreign currency exchange gain, net (12,309) (1,760) Foreign exchange contracts — — Interest expense (74) — Total designated cash flow hedges $ (16,826) $ (1) $ (13,332) $ (1,762) Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Six Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Interest rate contracts $ (17,994) $ (3,638) Interest expense $ (939) $ — Foreign exchange contracts 8,364 (347) Foreign currency exchange loss, net 3,885 (492) Foreign exchange contracts Interest expense 207 — Foreign exchange forwards 5,250 — — — Total designated cash flow hedges $ (4,380) $ (3,985) $ 3,153 $ (492) Interest expense recorded in the accompanying Condensed Consolidated Statements of Operations was $23.2 million and $24.1 million during the three months ended June 30, 2020 and 2019, respectively, and $47.0 million and $45.7 million during the six months ended June 30, 2020 and 2019, respectively. During the three months ended June 30, 2020, the Company recorded total foreign currency exchange gain, net in its Condensed Consolidated Statements of Operations of $0.3 million. The total foreign currency exchange loss for the six months ended June 30, 2020 was $0.2 million. During the three and six months ended June 30, 2019, the Company recorded total foreign currency exchange loss, net in its Condensed Consolidated Statements of Operations of $0.1 million and a nominal amount, respectively. The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of June 30, 2020 and December 31, 2019. 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): June 30, 2020 Offsetting of Derivative Assets 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 $ 9,768 $ — $ 9,768 $ (8,007) $ — $ 1,761 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 $ (18,565) $ — $ (18,565) $ 8,007 $ — $ (10,558) December 31, 2019 Offsetting of Derivative Assets 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 $ 6,855 $ — $ 6,855 $ (3,966) $ — $ 2,889 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 $ (6,094) $ — $ (6,094) $ 3,966 $ — $ (2,128) As of June 30, 2020, 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 $18.7 million. As of June 30, 2020, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions at June 30, 2020, it could have been required to settle its obligations under the agreements at their termination value of $18.7 million. 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. Refer to Note 16 for additional details regarding the impact of the Company’s derivatives on AOCI for the three and six months ended June 30, 2020 and 2019, respectively. |
Sale-Leasebacks of Real Estate
Sale-Leasebacks of Real Estate | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Sale-Leasebacks of Real Estate | Sale-Leasebacks of Real Estate The Company’s outstanding sale-leaseback financing obligations of real estate-related long-lived assets as of June 30, 2020 and December 31, 2019 are as follows: Maturity Interest Rate as of June 30, 2020 June 30, 2020 December 31, 2019 (In thousands) 1 warehouse – 2010 7/2030 10.34% $ 18,859 $ 18,994 11 warehouses – 2007 9/2027 7.00%-19.59% 95,115 96,765 Total sale-leaseback financing obligations $ 113,974 $ 115,759 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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. 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 June 30, 2020 and December 31, 2019, 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. Additionally, the assets and liabilities recorded through acquisitions are measured at fair value on a non-recurring basis. Refer to Note 2 for asset acquisitions and Note 3 for business combinations, and the respective purchase price allocations of the Company’s acquisitions. The Company estimates the fair values using unobservable inputs classified as Level 3 of the fair value hierarchy. The Company’s assets and liabilities measured or disclosed at fair value are as follows: Fair Value Hierarchy Fair Value June 30, 2020 December 31, 2019 (In thousands) Measured at fair value on a recurring basis: Interest rate swap asset Level 2 $ — $ 2,936 Interest rate swap liability Level 2 18,565 3,507 Cross-currency swap asset Level 2 9,768 1,404 Foreign exchange forward contract asset Level 2 — 2,546 Foreign exchange forward contract liability Level 2 — 2,589 Measured at fair value on a non-recurring basis: Long-lived assets written down at June 30, 2020: Property, plant and equipment Level 2 $ 8,203 $ — Disclosed at fair value: Mortgage notes, senior unsecured notes and term loans (1) Level 3 $ 2,002,183 $ 1,783,463 (1) The carrying value of mortgage notes, senior unsecured notes and term loans is disclosed in Note 6. |
Dividends and Distributions
Dividends and Distributions | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Dividends and Distributions | Dividends 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 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. The following tables summarize dividends declared and distributions paid to the holders of common shares for the six months ended June 30, 2020 and 2019. Six Months Ended June 30, 2020 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid Common Shares Common Shares (In thousands, except per share amounts) December (2019)/January $ 0.2000 $ — $ 38,796 December (a) — (169) Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest. December (2019)/January — 4 Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation). March/April 0.2100 42,568 42,568 March (b) — (233) Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest. March/April — 10 Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation). May/July 0.2100 43,271 — $ 85,839 $ 80,976 (a) Declared in December 2019 and included in the $38.8 million declared, see description to the right regarding timing of payment. (b) Declared in March and included in the $42.6 million declared, see description to the right regarding timing of payment. Six Months Ended June 30, 2019 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid (In thousands, except per share amounts) December (2018)/January $ 0.1875 $ — $ 28,218 December (a) (127) Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest. December (2018)/January 7 Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation). March/April 0.2000 30,235 30,235 March (b) (142) Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest. March/April 15 Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation). May/July 0.2000 38,764 — $ 68,999 $ 58,206 (a) Declared in December 2018 and included in the $28.2 million declared, see description to the right regarding timing of payment. (b) Declared in March and included in the $30.2 million declared, see description to the right regarding timing of payment. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-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 employees’ 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. Aggregate share-based compensation charges were $4.5 million and $3.2 million during the three months ended June 30, 2020 and 2019, respectively, and $8.8 million and $8.9 million during the six months ended June 30, 2020 and 2019, 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. During the first quarter of 2019, approximately $3.1 million of share-based compensation expense was recorded as a component of “Acquisition, litigation and other” expense on the accompanying Condensed Consolidated Statements of Operations due to accelerated vesting of awards outstanding to former executives and an equity award modification upon trustee resignation. The award modifications and awards with accelerated vesting are discussed further under the section Modification of Restricted Stock Units and Accelerated Vesting of Awards. As of June 30, 2020, there was $28.2 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 2.1 years. Americold Realty Trust 2010 Equity Incentive Plans 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 3,849,976 of the Company’s common shares. No additional awards may be granted under the 2010 Plan. 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 9,000,000 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 June 30, 2020 and December 31, 2019, the Company accrued $1.7 million and $1.1 million, respectively, of dividend equivalents on unvested units payable to employees and non-employee 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 employee 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 employees 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 will continue vesting on the original vesting schedule. 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. Modification of Restricted Stock Units and Accelerated Vesting of Awards During the first quarter of 2019, the Company’s Compensation Committee approved the modification of an award issued in 2018 to a member of the Board of Trustees upon his resignation. This modification immediately accelerated the next vesting tranche of 100,000 restricted stock units which otherwise would not have vested until 2020 assuming the trustee continued service, under the original award agreement. As a result of this modification, the Company recognized approximately $2.9 million of share-based compensation expense during the first quarter of 2019. Additionally, during the first quarter of 2019, the Company recognized accelerated share-based compensation expense of $0.2 million upon the termination of former executives, in accordance with the terms of their original award agreements. 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. The following table summarizes restricted stock unit grants under the 2017 Plan during the three and six months ended June 30, 2020 and 2019, respectively: Three Months Ended June 30, Grantee Type Number of Vesting Grant Date 2020 Trustees 8,517 1 year $ 300 2020 Employees 1,195 1 year $ 35 2019 Employees 35,042 1-3 years $ 1,163 Six Months Ended June 30, Grantee Type Number of Vesting Grant Date 2020 Trustees 8,517 1 year $ 300 2020 Employees 284,666 1-3 years $ 8,734 2019 Trustees 12,285 1 year $ 375 2019 Employees 490,546 1-3 years $ 16,332 Of the restricted stock units granted for the six months ended June 30, 2020, (i) 8,517 were time-based restricted stock units with a one year vesting period issued to non-employee trustees as part of their annual compensation, (ii) 175,856 were time-based graded vesting restricted stock units with various vesting periods ranging from one Of the restricted stock units granted for the six months ended June 30, 2019, (i) 12,285 were time-based graded vesting restricted stock units with a one-year vesting period issued to non-employee trustees in recognition of their efforts and oversight in the first year as a public company, (ii) 247,378 were time-based graded vesting restricted stock units with various vesting periods ranging from one The following table provides a summary of restricted stock awards activity under the 2010 and 2017 Plans during the six months ended June 30, 2020: Six Months Ended June 30, 2020 Restricted Stock Number of Time-Based Restricted Stock Units Aggregate Intrinsic Value (in millions) Number of Performance-Based Restricted Stock Units Aggregate Intrinsic Value (in millions) Number of Market Performance-Based Restricted Stock Units (2) Aggregate Intrinsic Value (in millions) Non-vested as of December 31, 2019 714,063 $ 25.0 57,142 $ 2.0 779,188 $ 27.3 Granted 184,373 — 108,810 Vested (260,705) (14,286) — Forfeited (7,942) — (12,668) Non-vested as of June 30, 2020 629,789 $ 22.9 42,856 $ 1.6 875,330 $ 31.8 Shares vested, but not released (1) 615,643 22.3 28,572 1.0 — — Total outstanding restricted stock units 1,245,432 $ 45.2 71,428 $ 2.6 875,330 $ 31.8 (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, 568,753 belong to a member of the Board of Trustees who has resigned and common shares shall not be issued until the first to occur: (1) change in control; or (2) April 13, 2022. Holders of these certain vested restricted stock units are entitled to receive dividends, but are not entitled to vote the shares until common shares are issued. The weighted average grant date fair value of these units is $9.38 per unit. During 2020 an additional 14,286 of these restricted stock units vested. Of the total restricted stock units vested, but not yet released, 615,643 time-based restricted stock units and 14,286 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. The weighted average grant date fair value of restricted stock units granted during the six months ended June 30, 2020 was $30.81 per unit, for vested and converted restricted stock units was $20.30, for forfeited restricted stock units was $25.15. The weighted average grant date fair value of non-vested restricted stock units was $24.31 and $22.50 per unit as of June 30, 2020 and December 31, 2019, respectively. OP Units Activity During 2019, upon recommendation by the Compensation Committee, the Board of Trustees approved the grant of OP units in connection with the annual grant to the Board of Trustees. The trustees have the option to elect their annual grant in the form of either time-vested restricted stock units or time-vested OP units. Additionally, the Board of Trustees approved the future award of grants for certain members of management 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. The following table summarizes OP unit grants under the 2017 Plan during the three and six months ended June 30, 2020 (none were issued during the six months ended June 30, 2019): Three Months Ended June 30, Grantee Type Number of Vesting Grant Date 2020 Trustees 16,325 1 year $ 575 Six Months Ended June 30, Grantee Type Number of Vesting Grant Date 2020 Trustees 16,325 1 year $ 575 2020 Employees 255,720 1-3 years $ 7,719 The following table provides a summary of the OP unit awards activity under the 2017 Plan during the six months ended June 30, 2020: Six Months Ended June 30, 2020 OP Units Number of Time-Based OP Units Aggregate Intrinsic Value (in millions) Number of Market Performance-Based OP Units Aggregate Intrinsic Value (in millions) Non-vested as of December 31, 2019 20,190 $ 0.7 — $ 0.0 Granted 93,180 178,865 Vested — — Forfeited — — Non-vested as of June 30, 2020 113,370 $ 4.2 178,865 $ 6.5 The OP units granted for the six months ended June 30, 2020 had an aggregate grant date fair value of $8.3 million. Stock Options Activity The following table provides a summary of option activity for the six months ended June 30, 2020: Options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Terms (Years) Outstanding as of December 31, 2019 794,498 $ 9.81 5.8 Granted — — Exercised (270,500) 9.81 Forfeited or expired (8,000) 9.81 Outstanding as of June 30, 2020 515,998 9.81 5.2 Exercisable as of June 30, 2020 216,000 $ 9.81 4.2 The total grant date fair value of stock option awards that vested during the six months ended for both June 30, 2020 and 2019 was approximately $0.4 million. The total intrinsic value of options exercised for the six months ended June 30, 2020 and 2019 was $6.7 million and $21.5 million, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income 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 expense of approximately $1.2 million and a benefit of $0.9 million for the three months ended June 30, 2020 and 2019, respectively, and an expense of $1.7 million and a benefit of $0.4 million for the six months ended June 30, 2020 and 2019, 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 expense is incurred based on the earnings generated by its foreign operations and a portion of those earnings is permanently reinvested. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Based on our assessment of the legislation, we do not expect there to be a material impact to our Condensed Consolidated Financial Statements at this time. During the quarter ended June 30, 2020, the Company filed to receive a refund of approximately $1.9 million in previously paid alternative minimum taxes accelerated under CARES Act. The Company recorded an opening deferred tax liability of $8.9 million and $0.7 million in 2019 for the purchase of Cloverleaf and Lanier, respectively, further discussed in Note 3. Deferred taxes for the acquisition arose primarily from book to tax differences in the basis of fixed and intangible assets. The Company recorded an additional deferred tax liability of approximately $1.0 million for the quarter ended March 31, 2020, based on additional information obtained during the quarter. Furthermore, a deferred income tax benefit of approximately $1.0 million was also recognized during the first quarter as result of a reduction in the Company’s existing valuation allowance due to the aforementioned deferred tax liability for the Cloverleaf and Lanier acquisitions recorded during the first quarter that became available to be used as a positive source of income for valuation allowance assessment purposes. Purchase accounting for Cloverleaf and Lanier was completed during the quarter ended June 30, 2020, and the deferred tax liability recorded through March 31, 2020 remained unchanged during the quarter. The Company originally recorded an opening deferred tax liability of $42.0 million for the purchase of Nova Cold in January of 2020, further discussed in Note 3. Deferred taxes for the acquisition arose primarily from book to tax differences in the basis of fixed assets, intangible assets and net operating loss carryforwards. The Company recorded a reduction to the existing deferred tax liability of approximately $7.5 million for the quarter ended June 30, 2020 resulting in an opening deferred tax liability of $34.5 million as of June 30, 2020. The change is based on additional information obtained during the quarter. Purchase accounting for Nova Cold has not yet been completed, and additional amounts may be recorded as additional information is obtained. 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 has $0.4 million of uncertain tax positions outstanding as of June 30, 2020 and December 31, 2019. The Company recognizes interest and penalties related to unrecognized tax positions in income tax expense. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities New Market Tax Credit On May 1, 2019, the Company assumed a financing arrangement born out of the New Market Tax Credit (“NMTC” or “NMTC Transactions”) program. These financing arrangements were originated by Cloverleaf in 2015 to monetize state and federal tax credits related to the construction of a cold storage warehouse in Monmouth, Illinois. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (“the Act”) and is intended to induce capital investment in qualified lower income communities. The structure of the financing arrangement is such that Cloverleaf lent money to investment funds into which tax credit investors also made capital contributions. The tax credit investors receive the benefit of the resulting tax credits in exchange for their capital contributions to the investment funds. Tax credits were generated through contribution of the investment fund’s proceeds into special purpose entities having authority from the U.S. Department of Treasury to receive tax credits in exchange for qualifying investments. These entities, known as a Community Development Entities (“CDE”), made qualifying investments in the Monmouth, Illinois cold storage facility in the form of loans payable by Cloverleaf. The loan agreements for monies lent to the investments funds and amounts payable to the CDEs extend through 2045 but contain provisions permitting dissolution in 2022. This coincides with the conclusion of the seven-year compliance period during which the tax credits may be recognized and the NMTCs are subject to 100% recapture. Based on the nature of the arrangements, we expect them to dissolve in 2022. The Company has determined that the financing arrangement with the investment funds and CDEs contains a variable interest entity (“VIE”). The ongoing activities of the investment funds - collecting and remitting interest and fees and NMTC compliance - were all considered in the initial design and are not expected to significantly affect economic performance throughout the life of the investment funds. Management considered the contractual arrangements that obligate the Company to deliver tax benefits and provide various other guarantees to the structure; the tax credit investor’s lack of a material interest in the underling economics of the project; and the fact that the Company is obligated to absorb losses of the investment funds. The Company concluded that it is the primary beneficiary of the VIE and consolidated the investments funds and CDEs, as VIEs, in accordance with the accounting standards for consolidation. Through NMTC Transactions, the Company effectively received net loan proceeds equal to the tax credit investor’s contributions to the investment funds. At inception of the arrangement in 2015, the benefit of contributions by tax credit investor’s totaled approximately $5.6 million. The Company is recognizing the benefit of the contributions ratably over the life of the project which these proceeds were used to fund. As of June 30, 2020 and December 31, 2019, the balance of the deferred contribution liability was $4.8 million and $4.9 million, respectively, which is classified as “Accounts payable and accrued expenses” on the Condensed Consolidated Balance Sheets. The Company is required to be in compliance with various regulations and contractual provisions that apply to the NMTC arrangement. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, could require the Company to indemnify the tax credit investors for any loss or recapture of NMTCs related to the financing until such time as the obligation to deliver tax benefits is relieved. The Company is in compliance with all applicable requirements and does not anticipate any credit recaptures will result in connection with this arrangement. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The components of net period benefit cost for the three and six months ended June 30, 2020 and 2019, respectively, are as follows: Three Months Ended June 30, 2020 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 14 $ 14 Interest cost 316 280 3 6 605 Expected return on plan assets (501) (367) — (15) (883) Amortization of net loss 254 151 — — 405 Amortization of prior service cost — — — 7 7 Net pension benefit cost $ 69 $ 64 $ 3 $ 12 $ 148 Three Months Ended June 30, 2019 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 18 $ 18 Interest cost 397 311 6 13 727 Expected return on plan assets (440) (294) — (19) (753) Amortization of net loss 377 141 (1) — 517 Amortization of prior service cost — — — 9 9 Net pension benefit cost $ 334 $ 158 $ 5 $ 21 $ 518 Six Months Ended June 30, 2020 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 28 $ 28 Interest cost 631 559 7 12 1,209 Expected return on plan assets (1,001) (733) — (31) (1,765) Amortization of net loss 508 303 — — 811 Amortization of prior service cost — — — 15 15 Net pension benefit cost $ 138 $ 129 $ 7 $ 24 $ 298 Six Months Ended June 30, 2019 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 34 $ 34 Interest cost 795 622 12 25 1,454 Expected return on plan assets (880) (588) — (37) (1,505) Amortization of net loss 754 282 (2) — 1,034 Amortization of prior service cost — — — 17 17 Net pension benefit cost $ 669 $ 316 $ 10 $ 39 $ 1,034 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 $2.5 million in 2020, of which $1.2 million has been contributed through June 30, 2020. 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. pension |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of June 30, 2020 and December 31, 2019, there were $22.8 million and $23.0 million, respectively, of letters of credit issued on the Company’s Senior Unsecured Revolving Credit Facility. Bonds The Company had outstanding surety bonds of $9.0 million and $4.3 million as of June 30, 2020 and December 31, 2019, respectively. These bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. Collective Bargaining Agreements As of June 30, 2020, approximately 48% of the Company’s labor force is covered by collective bargaining agreements. Collective bargaining agreements covering less than 8% of the labor force are set to expire during the remaining six months ended December 31, 2020. 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 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 $58.7 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 one 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. 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 $550,000 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 $400 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. Employment Putative Class Action On February 22, 2019, a former employee filed a putative class action against the Company in the San Bernardino County Superior Court asserting that the Company: (1) failed to pay minimum wages; (2) failed to pay overtime wages; (3) failed to pay all vacation wages; (4) failed to provide meal periods; (5) failed to provide accurate wage statements; (6) failed to pay wages timely to terminated employees; and (7) violated California unfair business practices. On April 10, 2019, the Company filed an Answer and Affirmative Defenses in response to the complaint and successfully removed the case to federal court in the U.S. District Court for the Central District of California. On May 2, 2019, plaintiff filed a separate lawsuit for civil penalties under California’s Private Attorneys General Act (“PAGA”) in the San Bernardino Superior Court against the Company, Case No. CIV-DS-1913525 based on similar factual allegations that are asserted in the complaint. The Company successfully obtained a dismissal of the San Bernardino Superior Court Action. On June 18, 2019, the plaintiff amended his complaint in the pending federal court action to add a rest period violation claim and PAGA penalty claims based on similar allegations that are asserted in the complaint. Plaintiff’s counsel later dismissed plaintiff’s vacation wages claim from his first amended complaint. The Company denies the plaintiff’s claims and denies that plaintiff and the putative class members have been damaged in any respect or in any amount as a result of any act or omission by the Company. The Company also denies that this case is appropriate for class treatment and further asserts, among other grounds, that this case is unmanageable as a PAGA representative action. The Company has entered into a preliminary settlement of the case for $2.5 million. The settlement of the case is subject to court approval. 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 accounts payable and accrued expenses as of June 30, 2020 and December 31, 2019. 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 June 30, 2020. 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 June 30, 2020 and December 31, 2019. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated 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). The activity in AOCI for the three and six months ended June 30, 2020 and 2019 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Pension and other postretirement benefits: Balance at beginning of period, net of tax $ (4,344) $ (7,503) $ (4,758) $ (8,027) Gain arising during the period 405 518 811 1,034 Less: Tax expense — — — — Net gain arising during the period 405 518 811 1,034 Amortization of prior service cost (1) 7 9 15 17 Less: Tax expense — — — — Net amount reclassified from AOCI to net income 7 9 15 17 Other comprehensive income, net of tax 412 527 826 1,051 Balance at end of period, net of tax (3,932) (6,976) (3,932) (6,976) Foreign currency translation adjustments: Balance at beginning of period, net of tax (32,257) (2,101) (6,710) (3,322) Gain (loss) on foreign currency translation 10,337 (2,257) (15,210) (1,036) Less: Tax expense — — — — Net gain (loss) on foreign currency translation 10,337 (2,257) (15,210) (1,036) Balance at end of period, net of tax (21,920) (4,358) (21,920) (4,358) Designated derivatives: Balance at beginning of period, net of tax (6,697) (3,880) (2,658) (1,166) Unrealized loss on cash flow hedge derivatives (16,826) (1) (9,630) (3,985) Unrealized gain on net investment hedge derivative — — 5,250 — Less: Tax expense — — — — Net loss on designated derivatives (16,826) (1) (4,380) (3,985) Net amount reclassified from AOCI to net income (loss) (interest expense) 1,023 (2) 732 — Net reclassified from AOCI to net income (loss) (foreign exchange (gain) loss) 12,309 (1,760) (3,885) (492) Balance at end of period, net of tax (10,191) (5,643) (10,191) (5,643) Accumulated other comprehensive loss $ (36,043) $ (16,977) $ (36,043) $ (16,977) (1) Amounts reclassified from AOCI for pension liabilities are recognized in “Selling, general and administrative” in the accompanying condensed consolidated statements of operations. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Our principal operations are organized into four 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, and (10) government-approved temperature-controlled storage and inspection services. We may charge our customers in advance for storage and outbound handling fees. Cost of operations for our warehouse segment consists of power, other facilities costs, labor and other services costs. • Third-party managed. We receive management and incentive fees, as well as reimbursement of substantially all expenses, for warehouses and logistics services that we manage on behalf of third-party owners/customers. Cost of operations for our third-party managed segment are reimbursed on a pass-through basis (typically within two weeks), with all reimbursements, plus an applicable mark-up, recognized as revenues under the relevant accounting guidance. • Transportation. We charge transportation fees, including fuel surcharges, to our customers for whom we arrange the transportation of their products. Cost of operations for our transportation segment consist primarily of third-party carrier charges, which are impacted by factors affecting those carriers. • Other. In addition to our primary business segments, we owned a limestone quarry in Carthage, Missouri. Revenues are generated from the sale of limestone mined at our quarry. Cost of operations for our quarry consist primarily of labor, equipment, fuel and explosives. 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. The assets and liabilities related to this business segment were held for sale as of June 30, 2020, and primarily were reflected within "”Land” and “Machinery and equipment” on the Condensed Consolidated Balance Sheets. Refer to Note 20 for further information. 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. 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. The following table presents segment revenues and contributions with a reconciliation to income before income tax for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Segment revenues: Warehouse $ 372,411 $ 338,231 $ 753,479 $ 627,846 Third-party managed 72,954 61,515 137,875 125,651 Transportation 34,861 36,492 70,778 73,588 Other 2,296 2,222 4,459 4,454 Total revenues 482,522 438,460 966,591 831,539 Segment contribution: Warehouse 120,132 113,817 246,905 204,636 Third-party managed 3,299 2,804 7,068 6,063 Transportation 4,772 4,206 9,577 8,562 Other 135 292 190 536 Total segment contribution 128,338 121,119 263,740 219,797 Reconciling items: Depreciation, depletion and amortization (52,399) (40,437) (104,003) (70,533) Selling, general and administrative expense (32,340) (32,669) (69,233) (63,786) Acquisition, litigation and other (2,801) (17,964) (4,489) (26,457) Impairment of long-lived assets (3,667) (930) (3,667) (13,485) Gain (loss) from sale of real estate 19,414 (34) 21,875 (34) Interest expense (23,178) (24,098) (47,048) (45,674) Interest income 261 2,405 848 3,408 Bridge loan commitment fees — (2,665) — (2,665) Loss on debt extinguishment and modifications — — (781) — Foreign currency exchange gain (loss) 315 (83) (177) (23) Other income (expense), net 44 (591) 915 (758) (Loss) income from investments in partially owned entities (129) (68) (156) 54 Income (loss) before income tax (expense) benefit $ 33,858 $ 3,985 $ 57,824 $ (156) 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. June 30, 2020 December 31, 2019 (In thousands) Assets: Warehouse $ 3,992,807 $ 3,684,391 Managed 43,759 47,867 Transportation 43,165 50,666 Other 10,129 13,467 Total segments assets 4,089,860 3,796,391 Reconciling items: Corporate assets 500,814 374,292 Investments in partially owned entities 22,102 — Total reconciling items 522,916 374,292 Total assets $ 4,612,776 $ 4,170,683 |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings 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. A reconciliation of the basic and diluted weighted-average number of common shares outstanding for the three and six months ended June 30, 2020 and 2019 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Weighted average common shares outstanding – basic 201,787 182,325 201,294 165,869 Dilutive effect of share-based awards 1,634 1,606 1,459 1,778 Equity forward contracts 1,877 2,186 1,834 1,658 Weighted average common shares outstanding – diluted 205,298 186,117 204,587 169,305 The table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted income per share: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Employee stock options — — — — Restricted stock units 165 — — — OP units — — — — Equity forward contracts — — — — 165 — — — |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Disaggregated Revenue The following tables represent a disaggregation of revenue from contracts with customers for the three and six months ended June 30, 2020 and 2019 by segment and geographic region: Three Months Ended June 30, 2020 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 140,612 $ 9,153 $ 3,486 $ 1,433 $ 3,492 $ 158,176 Warehouse services 170,848 31,316 3,250 672 2,662 208,748 Third-party managed 64,149 4,198 — — 4,607 72,954 Transportation 28,065 6,264 63 469 — 34,861 Other 2,296 — — — — 2,296 Total revenues (1) 405,970 50,931 6,799 2,574 10,761 477,035 Lease revenue (2) 5,487 — — — — 5,487 Total revenues from contracts with all customers $ 411,457 $ 50,931 $ 6,799 $ 2,574 $ 10,761 $ 482,522 Three Months Ended June 30, 2019 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 121,811 $ 9,236 $ 4,068 $ 1,156 $ — $ 136,271 Warehouse services 162,529 29,497 3,407 783 — 196,216 Third-party managed 53,518 3,348 — — 4,649 61,515 Transportation 25,160 10,771 103 458 — 36,492 Other 2,207 — — — — 2,207 Total revenues (1) 365,225 52,852 7,578 2,397 4,649 432,701 Lease revenue (2) 5,677 82 — — — 5,759 Total revenues from contracts with all customers $ 370,902 $ 52,934 $ 7,578 $ 2,397 $ 4,649 $ 438,460 Six Months Ended June 30, 2020 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 279,228 $ 18,343 $ 7,297 $ 2,465 $ 7,238 $ 314,571 Warehouse services 349,602 64,019 6,675 1,302 5,907 427,505 Third-party managed 120,453 8,393 — — 9,029 137,875 Transportation 55,549 14,134 142 953 — 70,778 Other 4,448 — — — — 4,448 Total revenues (1) 809,280 104,889 14,114 4,720 22,174 955,177 Lease revenue (2) 11,414 — — — — 11,414 Total revenues from contracts with all customers $ 820,694 $ 104,889 $ 14,114 $ 4,720 $ 22,174 $ 966,591 Six Months Ended June 30, 2019 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 228,635 $ 18,604 $ 8,049 $ 2,292 $ — $ 257,580 Warehouse services 291,418 59,495 6,902 1,634 — 359,449 Third-party managed 110,532 6,208 — — 8,893 125,633 Transportation 48,808 23,598 213 969 — 73,588 Other 4,433 — — — — 4,433 Total revenues (1) 683,826 107,905 15,164 4,895 8,893 820,683 Lease revenue (2) 10,774 82 — — — 10,856 Total revenues from contracts with all customers $ 694,600 $ 107,987 $ 15,164 $ 4,895 $ 8,893 $ 831,539 (1) Revenues are within the scope of ASC 606, Revenue From Contracts with Customers . Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards. (2) Revenues are within the scope of Topic 842, Leases . 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 100% 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 0 - 30 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 June 30, 2020, the Company had $593.4 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 14% of these remaining performance obligations as revenue in 2020, an the re maining 86% to be recognized over a weighted average period of 15.2 years through 2038. Contract Balances 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 and six months ended June 30, 2020, were not materially impacted by any other factors. Opening and closing receivables balances related to contracts with customers accounted for under ASC 606 were $198.4 million and $213.2 million as of June 30, 2020 and December 31, 2019, respectively, and $207.3 million and $192.1 million as of June 30, 2019 and December 31, 2018, respectively. All other trade receivable balances relate to contracts accounted for under ASC 842. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to June 30, 2020 through the date on which these financial statements were issued to determine whether any of these events required disclosure in the financial statements. Quarry sale On July 1, 2020, the Company completed the sale of the quarry business. An impairment charge of $3.7 million was recorded during the three months ended June 30, 2020 as the agreed upon sales price for the quarry assets was below their carrying value. The Company disposed of real property as well as personal property required to operate the business segment. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Accounting | The 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. |
Consolidation | These 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, 2019, 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. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | The 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. |
Significant Risk and Uncertainties | 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 and six months ended June 30, 2020 from the COVID-19 pandemic, it 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. |
Reclassifications | Reclassifications Certain immaterial, prior period amounts have been reclassified to conform to the current period presentation on the Condensed Consolidated Statements of Shareholders’ Equity. The Condensed Consolidated Statements of Shareholders’ Equity reflects the reclassification required in the prior period to condense the amount previously classified within ‘Other’ to be classified within ‘Other comprehensive loss’, both of which are a component of Accumulated Other Comprehensive Income (Loss). |
Impairment of Long-Lived Assets | For the three and six months ended June 30, 2020, the Company recorded impairment charges totaling $3.7 million, related to the anticipated sale of our quarry business, which was subsequently completed on July 1, 2020. For the six months ended June 30, 2019, the Company recorded impairment charges of $13.5 million. This was primarily due to the formal approval of the “Atlanta Major Market Strategy” plan by the Company’s Board of Trustees, which included the partial redevelopment of an existing warehouse facility. The partial redevelopment required the demolition of approximately 75% of the current warehouse, which was unused. We have continued to operate as normal during the redevelopment. As a result of this initiative, the Company wrote off the carrying value of the portion of the warehouse no longer in use resulting in an impairment charge of $9.6 million of Warehouse segment assets. Additionally, during the three months ended March 31, 2020, the Company recorded an impairment charge of $2.9 million of Warehouse segment assets related to a domestic idle warehouse facility in anticipation of a potential future sale of the asset. The estimated fair value of this asset was determined based on ongoing negotiations with prospective buyers. The sale of this property was completed during the second quarter of 2019. In addition, during the three months ended June 30, 2019, the Company recorded an asset impairment charge of $0.9 million related to international transportation software assets which were no longer needed. |
Capitalization of Costs | 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 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. |
Purchase Accounting | 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. The Company estimates the fair values using observable inputs classified as Level 2 and unobservable inputs classified as Level 3 of the fair value hierarchy. 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. Asset Acquisitions |
Recently Adopted Accounting Standards | Fair Value Measurement - Disclosure Framework In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU modifies the disclosure requirements on fair value measurements. The ASU removes the requirement to disclose: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. The ASU requires disclosure of changes in unrealized gains and losses for the period included in other comprehensive income (loss) for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For public business entities, this guidance is effective for fiscal years beginning after December 15, 2019 with early adoption permitted. The Company adopted this standard effective January 1, 2020 on a prospective basis, and it did not have a material impact on its condensed consolidated financial statements. Credit Losses Effective January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (also referred to as current expected credit losses, or “CECL”), using the modified retrospective transition method. This ASU amends the impairment model to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments, including trade receivables, and off-balance sheet credit exposures. The amendment requires entities to consider a broader range of information to estimated expected credit losses, which may result in earlier recognition of losses. Upon adoption of the new standard, the Company recorded a non-cash cumulative effect adjustment to the opening accumulated deficit and distributions in excess of net earnings of $0.5 million as of January 1, 2020. As of June 30, 2020, we had $567.0 million of assets in the scope of the credit loss standard. These assets consist primarily of cash equivalents measured at amortized cost and trade and other receivables. Counterparties associated with these assets are generally highly rated. The substantial majority of the allowance recorded on the aforementioned in-scope assets relates to our trade receivables and totaled $10.5 million as of June 30, 2020. Financial Instruments In March 2020, FASB issued ASU 2020-03, Codification Improvements to Financial Instruments . This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates. The Company adopted this standard effective January 1, 2020, and it did not have a material impact on its condensed consolidated financial statements. Future Adoption of Accounting Standards Defined Benefit Plans In August 2018, the FASB issued ASU 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans . 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. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted for all entities and the amendments in this update are required to be applied on a retrospective basis to all periods presented. The Company does not expect the provisions of ASU 2018-14 will have a material impact on its condensed consolidated financial statements. Simplifying the Accounting for Income Taxes In December 2019, the FASB issued 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. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; however, early adoption is permitted for all entities. The Company continues to assess the impact of adopting this standard and does not believe the adoption of ASU 2019-12 will have a material effect on its condensed consolidated financial statements. 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. During the first quarter of 2020, the Company has elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Investments - equity securities; Investments—Equity Method and Joint Ventures; Derivatives and Hedging In January 2020, the FASB issued 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. This ASU is effective for fiscal years beginning after December 15, 2020. The adoption of this ASU is not expected to have any impact on the Company's condensed consolidated financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The Company completed the acquisition of privately-held Cloverleaf on May 1, 2019. A summary of the final fair value of the assets acquired and liabilities assumed for total cash consideration of $1.24 billion, as well as adjustments made during the measurement period, is as follows (in thousands): Amounts Recognized as of the Measurement Period Adjustments (1) Final Amounts Recognized as of the Acquisition Date (as Adjusted) (2) Assets Land $ 59,363 $ 1,131 $ 60,494 Building and improvements 687,821 (19,670) 668,151 Machinery and equipment 144,825 822 145,647 Assets under construction 20,968 (3,994) 16,974 Operating lease right-of-use assets 1,254 — 1,254 Cash and cash equivalents 4,332 — 4,332 Restricted cash — 526 526 Accounts receivable 21,358 220 21,578 Goodwill 107,643 18,453 126,096 Acquired identifiable intangibles: Customer relationships 241,738 8,608 250,346 Trade names and trademarks 1,623 — 1,623 Other assets 18,720 (11,668) 7,052 Total assets 1,309,645 (5,572) 1,304,073 Liabilities Accounts payable and accrued expenses 30,905 12,598 43,503 Notes payable 17,179 (13,301) 3,878 Operating lease obligations 1,254 — 1,254 Unearned revenue 3,536 — 3,536 Pension and postretirement benefits 2,020 (2,020) — Deferred tax liability 9,063 (39) 9,024 Total liabilities 63,957 (2,762) 61,195 Total consideration for Cloverleaf acquisition $ 1,245,688 $ (2,810) $ 1,242,878 (1) The adjustments recorded during the measurement period did not have a significant impact on our Condensed Consolidated Financial Statements for the six months ended June 30, 2020. The measurement period ended one year after the Cloverleaf Acquisition, on April 30, 2020. (2) The measurement period adjustments were primarily due to refinements to third party appraisals and refinements in carrying amounts of certain assets and liabilities, as well as adjustments to certain tax accounts based on, among other things, adjustments to deferred tax liabilities. The net impact of the measurement period adjustments results in a net increase to goodwill. |
Business Acquisition, Pro Forma Information | The unaudited pro forma financial information set forth below is based on the historical Condensed Consolidated Statements of Operations for the quarter ended June 30, 2019, adjusted to give effect to the Cloverleaf Acquisition as if it had occurred on January 1, 2019. The pro forma adjustments primarily relate to acquisition expenses, depreciation expense on acquired assets, amortization of acquired intangibles, and estimated interest expense related to financing transactions, the proceeds of which were used to fund the acquisition of Cloverleaf. On March 1, 2019, Cloverleaf acquired Zero Mountain, Inc. and Subsidiaries (Zero Mountain). As a result, we have included the results of operations of Zero Mountain in the below pro forma financial information. The pro forma adjustments made include the acquisition expenses incurred in connection with Cloverleaf’s acquisition of Zero Mountain. The accompanying unaudited pro forma consolidated financial statements exclude the results of all other acquisitions completed during 2019 and 2020, which were deemed immaterial. These statements are provided for illustrative purposes only and do not purport to represent what the actual Consolidated Statements of Operations of the Company or the Operating Partnership would have been had the Cloverleaf Acquisition occurred on the dates assumed, nor are they necessarily indicative of what the results of operations would be for any future periods. Pro forma (unaudited) (in thousands, except per share data) Three Months Ended Six Months Ended June 30, 2019 Total revenue $ 457,840 $ 907,099 Net income available to common shareholders (1) $ 14,180 $ 8,422 Net income per share, diluted (2) $ 0.06 $ 0.04 (1) Pro forma net income available to common shareholders was adjusted to exclude $15.9 million and $25.7 million of acquisition related costs incurred by the Company during the three and six months ended June 30, 2019. (2) Adjusted to give effect to the issuance of approximately 42.1 million common shares in connection with the Cloverleaf Acquisition. |
Investment in Partially Owned_2
Investment in Partially Owned Entities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Partially Owned Entities Tables | As of June 30, 2020, 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): Joint Venture Location % Ownership June 30, 2020 Superfrio Brazil 14.99% $22,102 |
Acquisitions, Litigation, and_2
Acquisitions, Litigation, and Other Charges (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Acquisition, Litigation and Other Special Charges [Abstract] | |
Schedule of Acquisition, Litigation and Other Special Charges | The components of the charges included in “Acquisition, litigation and other” in our Condensed Consolidated Statements of Operations are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Acquisition, litigation and other 2020 2019 2020 2019 Acquisition related costs $ 2,651 $ 15,014 $ 3,417 $ 16,455 Litigation — 467 — 1,377 Other: Severance, equity award modifications and acceleration 150 2,641 1,072 6,934 Non-offering related equity issuance expenses — (164) — 1,347 Terminated site operations costs — 6 — 344 Total other 150 2,483 1,072 8,625 Total acquisition, litigation and other $ 2,801 $ 17,964 $ 4,489 $ 26,457 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding borrowings | The Company’s outstanding indebtedness as of June 30, 2020 and December 31, 2019 is as follows (in thousands): June 30, 2020 December 31, 2019 Indebtedness Stated Maturity Date Contractual Interest Rate Effective Interest Rate as of June 30, 2020 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2013 Mortgage Loans Senior note 5/2023 3.81% 4.14% $ 178,101 $ 182,108 $ 181,443 $ 184,618 Mezzanine A 5/2023 7.38% 7.55% 70,000 71,050 70,000 70,525 Mezzanine B 5/2023 11.50% 11.75% 32,000 32,800 32,000 32,320 Total 2013 Mortgage Loans 280,101 285,958 283,443 287,463 Senior Unsecured Notes Series A 4.68% notes due 2026 1/2026 4.68% 4.77% 200,000 229,000 200,000 217,750 Series B 4.86% notes due 2029 1/2029 4.86% 4.92% 400,000 477,000 400,000 439,000 Series C 4.10% notes due 2030 1/2030 4.10% 4.15% 350,000 401,625 350,000 366,625 Total Senior Unsecured Notes 950,000 1,107,625 950,000 1,023,375 2020 Senior Unsecured Term Loan Tranche A-1 (1) 3/2025 L+0.95% 2.65% 425,000 425,000 — — 2020 Senior Unsecured Term Loan Tranche A-2 (2)(6) 3/2025 C+0.95% 1.61% 183,600 183,600 — — Total 2020 Senior Unsecured Term Loan A Facility (4) 608,600 608,600 — — 2018 Senior Unsecured Term Loan A Facility (1)(4) 1/2023 L+1.00% 3.14% — — 475,000 472,625 Total principal amount of indebtedness $ 1,838,701 $ 2,002,183 $ 1,708,443 $ 1,783,463 Less: unamortized deferred financing costs (14,295) n/a (12,996) n/a Total indebtedness, net of unamortized deferred financing costs (3) $ 1,824,406 $ 2,002,183 $ 1,695,447 $ 1,783,463 2020 Senior Unsecured Revolving Credit Facility (3)(5) 3/2024 L+0.85% 0.23% $ — $ — N/A N/A 2018 Senior Unsecured Revolving Credit Facility (1) (3) 1/2021 L+0.90% 0.36% N/A N/A $ — $ — (1) L = one-month LIBOR. (2) C = one-month CDOR. (3) During the first quarter of 2020, the Company refinanced its Senior Unsecured Credit Facility. As such, the 2020 Senior Unsecured Revolving Credit Facility was in effect as of June 30, 2020 and the 2018 Senior Unsecured Revolving Credit Facility was in effect as of December 31, 2019. The above disclosure reflects N/A for the reporting date that the respective instrument was not in effect. (4) During the first quarter of 2020, the Company refinanced its Senior Unsecured Term Loan A. As such, the 2020 Senior Unsecured Term Loan A Facility was in effect as of June 30, 2020 and the 2018 Senior Unsecured Term Loan A Facility was in effect as of December 31, 2019. (5) The Company has the option to extend the 2020 Senior Unsecured Revolving Credit Facility up to two times for a six-month period each. (6) 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 June 30, 2020. |
Schedule of aggregate maturities of total indebtedness | The aggregate maturities of the Company’s total indebtedness as of June 30, 2020, including amortization of principal amounts due under the mortgage notes, for each of the next five years and thereafter, are as follows: As of June 30, 2020: (In thousands) June 30, 2021 $ 6,900 June 30, 2022 7,171 June 30, 2023 266,030 June 30, 2024 — June 30, 2025 608,600 Thereafter 950,000 Aggregate principal amount of debt 1,838,701 Less unamortized deferred financing costs (14,295) Total debt net of unamortized deferred financing costs $ 1,824,406 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Results | The following table illustrates the disclosure in tabular format of fair value amounts of derivative instruments at June 30, 2020 and December 31, 2019 (in thousands): Derivative Assets Derivative Liabilities June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Designated derivatives Foreign exchange contracts $ 9,768 $ 1,376 $ — $ — Interest rate contracts — 2,933 18,565 3,505 Undesignated derivatives Foreign exchange forwards — 2,546 — 2,589 Total derivatives $ 9,768 $ 6,855 $ 18,565 $ 6,094 The following table presents the effect of the Company’s derivative financial instruments on the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019, including the impacts to Accumulated Other Comprehensive Income (AOCI) (in thousands): Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Three Months Ended June 30, Three Months Ended June 30, 2020 2019 2020 2019 Interest rate contracts $ (1,729) $ (2,230) Interest expense $ (949) $ (2) Foreign exchange contracts (15,097) 2,229 Foreign currency exchange gain, net (12,309) (1,760) Foreign exchange contracts — — Interest expense (74) — Total designated cash flow hedges $ (16,826) $ (1) $ (13,332) $ (1,762) Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative Location of Gain or (Loss) Reclassified from AOCI into Income Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income Six Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Interest rate contracts $ (17,994) $ (3,638) Interest expense $ (939) $ — Foreign exchange contracts 8,364 (347) Foreign currency exchange loss, net 3,885 (492) Foreign exchange contracts Interest expense 207 — Foreign exchange forwards 5,250 — — — Total designated cash flow hedges $ (4,380) $ (3,985) $ 3,153 $ (492) |
Schedule of Gross Presentation, Effects of Offsetting and a Net Presentation of Derivatives | The table below presents a gross presentation, the effects of offsetting, and a net presentation of the Company’s derivatives as of June 30, 2020 and December 31, 2019. 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): June 30, 2020 Offsetting of Derivative Assets 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 $ 9,768 $ — $ 9,768 $ (8,007) $ — $ 1,761 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 $ (18,565) $ — $ (18,565) $ 8,007 $ — $ (10,558) December 31, 2019 Offsetting of Derivative Assets 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 $ 6,855 $ — $ 6,855 $ (3,966) $ — $ 2,889 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 $ (6,094) $ — $ (6,094) $ 3,966 $ — $ (2,128) |
Sale-Leasebacks of Real Estate
Sale-Leasebacks of Real Estate (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of outstanding sale-leaseback financing obligations | The Company’s outstanding sale-leaseback financing obligations of real estate-related long-lived assets as of June 30, 2020 and December 31, 2019 are as follows: Maturity Interest Rate as of June 30, 2020 June 30, 2020 December 31, 2019 (In thousands) 1 warehouse – 2010 7/2030 10.34% $ 18,859 $ 18,994 11 warehouses – 2007 9/2027 7.00%-19.59% 95,115 96,765 Total sale-leaseback financing obligations $ 113,974 $ 115,759 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value | The Company’s assets and liabilities measured or disclosed at fair value are as follows: Fair Value Hierarchy Fair Value June 30, 2020 December 31, 2019 (In thousands) Measured at fair value on a recurring basis: Interest rate swap asset Level 2 $ — $ 2,936 Interest rate swap liability Level 2 18,565 3,507 Cross-currency swap asset Level 2 9,768 1,404 Foreign exchange forward contract asset Level 2 — 2,546 Foreign exchange forward contract liability Level 2 — 2,589 Measured at fair value on a non-recurring basis: Long-lived assets written down at June 30, 2020: Property, plant and equipment Level 2 $ 8,203 $ — Disclosed at fair value: Mortgage notes, senior unsecured notes and term loans (1) Level 3 $ 2,002,183 $ 1,783,463 (1) The carrying value of mortgage notes, senior unsecured notes and term loans is disclosed in Note 6. |
Dividends and Distributions (Ta
Dividends and Distributions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of dividends declared and distributions paid | The following tables summarize dividends declared and distributions paid to the holders of common shares for the six months ended June 30, 2020 and 2019. Six Months Ended June 30, 2020 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid Common Shares Common Shares (In thousands, except per share amounts) December (2019)/January $ 0.2000 $ — $ 38,796 December (a) — (169) Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest. December (2019)/January — 4 Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation). March/April 0.2100 42,568 42,568 March (b) — (233) Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest. March/April — 10 Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation). May/July 0.2100 43,271 — $ 85,839 $ 80,976 (a) Declared in December 2019 and included in the $38.8 million declared, see description to the right regarding timing of payment. (b) Declared in March and included in the $42.6 million declared, see description to the right regarding timing of payment. Six Months Ended June 30, 2019 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid (In thousands, except per share amounts) December (2018)/January $ 0.1875 $ — $ 28,218 December (a) (127) Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest. December (2018)/January 7 Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation). March/April 0.2000 30,235 30,235 March (b) (142) Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest. March/April 15 Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation). May/July 0.2000 38,764 — $ 68,999 $ 58,206 (a) Declared in December 2018 and included in the $28.2 million declared, see description to the right regarding timing of payment. (b) Declared in March and included in the $30.2 million declared, see description to the right regarding timing of payment. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Units Activity | The following table summarizes restricted stock unit grants under the 2017 Plan during the three and six months ended June 30, 2020 and 2019, respectively: Three Months Ended June 30, Grantee Type Number of Vesting Grant Date 2020 Trustees 8,517 1 year $ 300 2020 Employees 1,195 1 year $ 35 2019 Employees 35,042 1-3 years $ 1,163 Six Months Ended June 30, Grantee Type Number of Vesting Grant Date 2020 Trustees 8,517 1 year $ 300 2020 Employees 284,666 1-3 years $ 8,734 2019 Trustees 12,285 1 year $ 375 2019 Employees 490,546 1-3 years $ 16,332 The following table provides a summary of restricted stock awards activity under the 2010 and 2017 Plans during the six months ended June 30, 2020: Six Months Ended June 30, 2020 Restricted Stock Number of Time-Based Restricted Stock Units Aggregate Intrinsic Value (in millions) Number of Performance-Based Restricted Stock Units Aggregate Intrinsic Value (in millions) Number of Market Performance-Based Restricted Stock Units (2) Aggregate Intrinsic Value (in millions) Non-vested as of December 31, 2019 714,063 $ 25.0 57,142 $ 2.0 779,188 $ 27.3 Granted 184,373 — 108,810 Vested (260,705) (14,286) — Forfeited (7,942) — (12,668) Non-vested as of June 30, 2020 629,789 $ 22.9 42,856 $ 1.6 875,330 $ 31.8 Shares vested, but not released (1) 615,643 22.3 28,572 1.0 — — Total outstanding restricted stock units 1,245,432 $ 45.2 71,428 $ 2.6 875,330 $ 31.8 (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, 568,753 belong to a member of the Board of Trustees who has resigned and common shares shall not be issued until the first to occur: (1) change in control; or (2) April 13, 2022. Holders of these certain vested restricted stock units are entitled to receive dividends, but are not entitled to vote the shares until common shares are issued. The weighted average grant date fair value of these units is $9.38 per unit. During 2020 an additional 14,286 of these restricted stock units vested. Of the total restricted stock units vested, but not yet released, 615,643 time-based restricted stock units and 14,286 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. |
Schedule of OP Units Activity | The following table summarizes OP unit grants under the 2017 Plan during the three and six months ended June 30, 2020 (none were issued during the six months ended June 30, 2019): Three Months Ended June 30, Grantee Type Number of Vesting Grant Date 2020 Trustees 16,325 1 year $ 575 Six Months Ended June 30, Grantee Type Number of Vesting Grant Date 2020 Trustees 16,325 1 year $ 575 2020 Employees 255,720 1-3 years $ 7,719 The following table provides a summary of the OP unit awards activity under the 2017 Plan during the six months ended June 30, 2020: Six Months Ended June 30, 2020 OP Units Number of Time-Based OP Units Aggregate Intrinsic Value (in millions) Number of Market Performance-Based OP Units Aggregate Intrinsic Value (in millions) Non-vested as of December 31, 2019 20,190 $ 0.7 — $ 0.0 Granted 93,180 178,865 Vested — — Forfeited — — Non-vested as of June 30, 2020 113,370 $ 4.2 178,865 $ 6.5 |
Schedule of Stock Option Activity | The following table provides a summary of option activity for the six months ended June 30, 2020: Options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Terms (Years) Outstanding as of December 31, 2019 794,498 $ 9.81 5.8 Granted — — Exercised (270,500) 9.81 Forfeited or expired (8,000) 9.81 Outstanding as of June 30, 2020 515,998 9.81 5.2 Exercisable as of June 30, 2020 216,000 $ 9.81 4.2 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Employee Benefit Plans | The components of net period benefit cost for the three and six months ended June 30, 2020 and 2019, respectively, are as follows: Three Months Ended June 30, 2020 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 14 $ 14 Interest cost 316 280 3 6 605 Expected return on plan assets (501) (367) — (15) (883) Amortization of net loss 254 151 — — 405 Amortization of prior service cost — — — 7 7 Net pension benefit cost $ 69 $ 64 $ 3 $ 12 $ 148 Three Months Ended June 30, 2019 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 18 $ 18 Interest cost 397 311 6 13 727 Expected return on plan assets (440) (294) — (19) (753) Amortization of net loss 377 141 (1) — 517 Amortization of prior service cost — — — 9 9 Net pension benefit cost $ 334 $ 158 $ 5 $ 21 $ 518 Six Months Ended June 30, 2020 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 28 $ 28 Interest cost 631 559 7 12 1,209 Expected return on plan assets (1,001) (733) — (31) (1,765) Amortization of net loss 508 303 — — 811 Amortization of prior service cost — — — 15 15 Net pension benefit cost $ 138 $ 129 $ 7 $ 24 $ 298 Six Months Ended June 30, 2019 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 34 $ 34 Interest cost 795 622 12 25 1,454 Expected return on plan assets (880) (588) — (37) (1,505) Amortization of net loss 754 282 (2) — 1,034 Amortization of prior service cost — — — 17 17 Net pension benefit cost $ 669 $ 316 $ 10 $ 39 $ 1,034 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The activity in AOCI for the three and six months ended June 30, 2020 and 2019 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Pension and other postretirement benefits: Balance at beginning of period, net of tax $ (4,344) $ (7,503) $ (4,758) $ (8,027) Gain arising during the period 405 518 811 1,034 Less: Tax expense — — — — Net gain arising during the period 405 518 811 1,034 Amortization of prior service cost (1) 7 9 15 17 Less: Tax expense — — — — Net amount reclassified from AOCI to net income 7 9 15 17 Other comprehensive income, net of tax 412 527 826 1,051 Balance at end of period, net of tax (3,932) (6,976) (3,932) (6,976) Foreign currency translation adjustments: Balance at beginning of period, net of tax (32,257) (2,101) (6,710) (3,322) Gain (loss) on foreign currency translation 10,337 (2,257) (15,210) (1,036) Less: Tax expense — — — — Net gain (loss) on foreign currency translation 10,337 (2,257) (15,210) (1,036) Balance at end of period, net of tax (21,920) (4,358) (21,920) (4,358) Designated derivatives: Balance at beginning of period, net of tax (6,697) (3,880) (2,658) (1,166) Unrealized loss on cash flow hedge derivatives (16,826) (1) (9,630) (3,985) Unrealized gain on net investment hedge derivative — — 5,250 — Less: Tax expense — — — — Net loss on designated derivatives (16,826) (1) (4,380) (3,985) Net amount reclassified from AOCI to net income (loss) (interest expense) 1,023 (2) 732 — Net reclassified from AOCI to net income (loss) (foreign exchange (gain) loss) 12,309 (1,760) (3,885) (492) Balance at end of period, net of tax (10,191) (5,643) (10,191) (5,643) Accumulated other comprehensive loss $ (36,043) $ (16,977) $ (36,043) $ (16,977) (1) Amounts reclassified from AOCI for pension liabilities are recognized in “Selling, general and administrative” in the accompanying condensed consolidated statements of operations. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents segment revenues and contributions with a reconciliation to income before income tax for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Segment revenues: Warehouse $ 372,411 $ 338,231 $ 753,479 $ 627,846 Third-party managed 72,954 61,515 137,875 125,651 Transportation 34,861 36,492 70,778 73,588 Other 2,296 2,222 4,459 4,454 Total revenues 482,522 438,460 966,591 831,539 Segment contribution: Warehouse 120,132 113,817 246,905 204,636 Third-party managed 3,299 2,804 7,068 6,063 Transportation 4,772 4,206 9,577 8,562 Other 135 292 190 536 Total segment contribution 128,338 121,119 263,740 219,797 Reconciling items: Depreciation, depletion and amortization (52,399) (40,437) (104,003) (70,533) Selling, general and administrative expense (32,340) (32,669) (69,233) (63,786) Acquisition, litigation and other (2,801) (17,964) (4,489) (26,457) Impairment of long-lived assets (3,667) (930) (3,667) (13,485) Gain (loss) from sale of real estate 19,414 (34) 21,875 (34) Interest expense (23,178) (24,098) (47,048) (45,674) Interest income 261 2,405 848 3,408 Bridge loan commitment fees — (2,665) — (2,665) Loss on debt extinguishment and modifications — — (781) — Foreign currency exchange gain (loss) 315 (83) (177) (23) Other income (expense), net 44 (591) 915 (758) (Loss) income from investments in partially owned entities (129) (68) (156) 54 Income (loss) before income tax (expense) benefit $ 33,858 $ 3,985 $ 57,824 $ (156) 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. June 30, 2020 December 31, 2019 (In thousands) Assets: Warehouse $ 3,992,807 $ 3,684,391 Managed 43,759 47,867 Transportation 43,165 50,666 Other 10,129 13,467 Total segments assets 4,089,860 3,796,391 Reconciling items: Corporate assets 500,814 374,292 Investments in partially owned entities 22,102 — Total reconciling items 522,916 374,292 Total assets $ 4,612,776 $ 4,170,683 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of weighted average number of common shares outstanding | A reconciliation of the basic and diluted weighted-average number of common shares outstanding for the three and six months ended June 30, 2020 and 2019 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Weighted average common shares outstanding – basic 201,787 182,325 201,294 165,869 Dilutive effect of share-based awards 1,634 1,606 1,459 1,778 Equity forward contracts 1,877 2,186 1,834 1,658 Weighted average common shares outstanding – diluted 205,298 186,117 204,587 169,305 |
Schedule of antidilutive securities excluded from computation of earnings per share | The table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted income per share: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 (In thousands) Employee stock options — — — — Restricted stock units 165 — — — OP units — — — — Equity forward contracts — — — — 165 — — — |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables represent a disaggregation of revenue from contracts with customers for the three and six months ended June 30, 2020 and 2019 by segment and geographic region: Three Months Ended June 30, 2020 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 140,612 $ 9,153 $ 3,486 $ 1,433 $ 3,492 $ 158,176 Warehouse services 170,848 31,316 3,250 672 2,662 208,748 Third-party managed 64,149 4,198 — — 4,607 72,954 Transportation 28,065 6,264 63 469 — 34,861 Other 2,296 — — — — 2,296 Total revenues (1) 405,970 50,931 6,799 2,574 10,761 477,035 Lease revenue (2) 5,487 — — — — 5,487 Total revenues from contracts with all customers $ 411,457 $ 50,931 $ 6,799 $ 2,574 $ 10,761 $ 482,522 Three Months Ended June 30, 2019 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 121,811 $ 9,236 $ 4,068 $ 1,156 $ — $ 136,271 Warehouse services 162,529 29,497 3,407 783 — 196,216 Third-party managed 53,518 3,348 — — 4,649 61,515 Transportation 25,160 10,771 103 458 — 36,492 Other 2,207 — — — — 2,207 Total revenues (1) 365,225 52,852 7,578 2,397 4,649 432,701 Lease revenue (2) 5,677 82 — — — 5,759 Total revenues from contracts with all customers $ 370,902 $ 52,934 $ 7,578 $ 2,397 $ 4,649 $ 438,460 Six Months Ended June 30, 2020 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 279,228 $ 18,343 $ 7,297 $ 2,465 $ 7,238 $ 314,571 Warehouse services 349,602 64,019 6,675 1,302 5,907 427,505 Third-party managed 120,453 8,393 — — 9,029 137,875 Transportation 55,549 14,134 142 953 — 70,778 Other 4,448 — — — — 4,448 Total revenues (1) 809,280 104,889 14,114 4,720 22,174 955,177 Lease revenue (2) 11,414 — — — — 11,414 Total revenues from contracts with all customers $ 820,694 $ 104,889 $ 14,114 $ 4,720 $ 22,174 $ 966,591 Six Months Ended June 30, 2019 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 228,635 $ 18,604 $ 8,049 $ 2,292 $ — $ 257,580 Warehouse services 291,418 59,495 6,902 1,634 — 359,449 Third-party managed 110,532 6,208 — — 8,893 125,633 Transportation 48,808 23,598 213 969 — 73,588 Other 4,433 — — — — 4,433 Total revenues (1) 683,826 107,905 15,164 4,895 8,893 820,683 Lease revenue (2) 10,774 82 — — — 10,856 Total revenues from contracts with all customers $ 694,600 $ 107,987 $ 15,164 $ 4,895 $ 8,893 $ 831,539 (1) Revenues are within the scope of ASC 606, Revenue From Contracts with Customers . Elements of contracts or arrangements that are in the scope of other standards (e.g., leases) are separated and accounted for under those standards. (2) Revenues are within the scope of Topic 842, Leases . |
General - Narrative (Details)
General - Narrative (Details) $ / shares in Units, R$ in Millions, $ in Millions | Mar. 06, 2020USD ($) | Mar. 06, 2020BRL (R$) | Jan. 02, 2020USD ($) | Jan. 02, 2020CAD ($) | Nov. 19, 2019USD ($) | May 01, 2019USD ($) | Apr. 22, 2019USD ($)$ / sharesshares | Feb. 01, 2019USD ($) | Sep. 18, 2018USD ($)$ / sharesshares | Jan. 23, 2018$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Mar. 31, 2020BRL (R$) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Apr. 16, 2020USD ($) | Mar. 09, 2020$ / sharesshares | Mar. 08, 2020shares | Dec. 31, 2019$ / sharesshares | Aug. 23, 2019USD ($) |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Common shares, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Common shares, shares authorized (in shares) | shares | 325,000,000 | 325,000,000 | 325,000,000 | 250,000,000 | 250,000,000 | ||||||||||||||||
Preferred shares, shares authorized (in shares) | shares | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||||||||||||
Preferred shares, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||||
Preferred shares, share issued (in shares) | shares | 0 | 0 | 0 | ||||||||||||||||||
Preferred shares, share outstanding (in shares) | shares | 0 | 0 | 0 | ||||||||||||||||||
Payments for asset acquisitions | $ 0 | $ 35,923,000 | |||||||||||||||||||
Payments to acquire investment | 26,197,000 | $ 0 | |||||||||||||||||||
IPO | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Number of shares sold (in shares) | shares | 33,350,000 | ||||||||||||||||||||
Offering price (in USD per share) | $ / shares | $ 16 | ||||||||||||||||||||
Underwriter's Option | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Number of shares sold (in shares) | shares | 6,562,000 | 4,350,000 | 6,063,105 | ||||||||||||||||||
Proceeds from issuance of shares | $ 0 | ||||||||||||||||||||
Public Offering | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Number of shares sold (in shares) | shares | 42,062,000 | 4,000,000 | |||||||||||||||||||
Offering price (in USD per share) | $ / shares | $ 29.75 | $ 24.50 | $ 27.75 | ||||||||||||||||||
Proceeds from issuance of shares | $ 1,210,000,000 | $ 92,500,000 | $ 1,100,000,000 | $ 233,600,000 | |||||||||||||||||
Offering fees | $ 1,500,000 | ||||||||||||||||||||
Number of shares subject to forward sale agreement (in shares) | shares | 8,250,000 | 6,000,000 | |||||||||||||||||||
Public Offering - YF ART Holdings | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Number of shares sold (in shares) | shares | 38,422,583 | ||||||||||||||||||||
Public Offering - Goldman Sachs | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Number of shares sold (in shares) | shares | 8,061,228 | ||||||||||||||||||||
At the Market Equity Program | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Number of shares sold (in shares) | shares | 0 | ||||||||||||||||||||
Authorized equity program | $ 500,000,000 | ||||||||||||||||||||
New At the Market Offering | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Number of shares sold (in shares) | shares | 3,094,431 | ||||||||||||||||||||
Proceeds from issuance of shares | $ 110,400,000 | ||||||||||||||||||||
Offering fees | $ 2,300,000 | ||||||||||||||||||||
Authorized equity program | $ 500,000,000 | ||||||||||||||||||||
Number of shares subject to forward sale agreement (in shares) | shares | 472,551 | ||||||||||||||||||||
Value of shares subject to forward sale agreement | $ 17,200,000 | ||||||||||||||||||||
Remaining availability under equity program | $ 372,400,000 | $ 372,400,000 | |||||||||||||||||||
Americold Realty Operating Partnership, L.P. | General Partner | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Ownership of partnership | 99.00% | ||||||||||||||||||||
Americold Realty Operating Partnership, L.P. | Limited Partner | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Ownership of partnership | 1.00% | ||||||||||||||||||||
Cloverleaf | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Aggregate cash consideration | $ 1,240,000,000 | ||||||||||||||||||||
Lanier Cold Storage | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Aggregate cash consideration | $ 81,900,000 | ||||||||||||||||||||
Nova Cold Logistics | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Aggregate cash consideration | $ 259,600,000 | $ 337.4 | |||||||||||||||||||
Newport Cold | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Aggregate cash consideration | $ 56,100,000 | ||||||||||||||||||||
Port Fresh Holdings, LLC | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Payments for asset acquisitions | $ 35,200,000 | ||||||||||||||||||||
MHW Group Inc. | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Payments for asset acquisitions | $ 50,800,000 | ||||||||||||||||||||
Superfrio Armazens Gerais S.A. | |||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||
Equity interest | 14.99% | 14.99% | 14.99% | 14.99% | 14.99% | 14.99% | |||||||||||||||
Payments to acquire investment | $ 25,700,000 | R$ 117.8 | R$ 117.8 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Nov. 19, 2019 | Feb. 01, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||||||||
Impairment of long-lived assets | $ 3,667 | $ 930 | $ 3,667 | $ 13,485 | |||||||
Interest capitalized | 400 | 800 | 1,200 | 1,600 | |||||||
Compensation and travel expense capitalized | 200 | 100 | 300 | 300 | |||||||
Payments for asset acquisitions | 0 | 35,923 | |||||||||
Equity | (2,131,006) | $ (2,020,676) | (1,855,657) | (2,131,006) | (1,855,657) | $ (1,833,018) | $ (680,477) | $ (706,755) | |||
Assets under new accounting pronouncement | 567,000 | 567,000 | |||||||||
Accounts receivable – net of allowance | 10,481 | 10,481 | 6,927 | ||||||||
Port Fresh Holdings, LLC | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Payments for asset acquisitions | $ 35,200 | ||||||||||
MHW Group Inc. | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Payments for asset acquisitions | $ 50,800 | ||||||||||
Property, plant and equipment | 50,100 | ||||||||||
Intangible assets | 600 | ||||||||||
Other assets (liabilities), net | 100 | ||||||||||
Call option to purchase land | $ 4,100 | ||||||||||
Partially Used Warehouse | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Impairment of long-lived assets | $ 9,600 | ||||||||||
Percentage of facility to be demolished | 75.00% | ||||||||||
Idle Warehouse | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Impairment of long-lived assets | 2,900 | ||||||||||
Transportation assets | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Impairment of long-lived assets | 900 | ||||||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Equity | [1] | 500 | |||||||||
Retained Earnings | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Equity | $ 767,027 | $ 756,418 | $ 707,170 | $ 767,027 | $ 707,170 | 736,861 | $ 673,297 | $ 638,345 | |||
Retained Earnings | Cumulative Effect, Period of Adoption, Adjustment | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Equity | [1] | $ 500 | |||||||||
[1] | Refer to Note 2 to the Condensed Consolidated Financial Statements for further discussion of the adoption of ASC 326. |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands, $ in Millions | Jan. 02, 2020USD ($) | Jan. 02, 2020CAD ($) | May 01, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 385,285 | $ 385,285 | $ 385,285 | $ 385,285 | $ 318,483 | |||
Nova Cold Logistics | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate cash consideration | $ 259,600 | $ 337.4 | ||||||
Property, buildings and equipment | 171,900 | 171,900 | 171,900 | 171,900 | ||||
Deferred tax liability | 42,000 | 34,500 | 34,500 | 34,500 | 34,500 | |||
Goodwill | 60,400 | 60,400 | 60,400 | 60,400 | ||||
Deferred tax liability, change | 7,500 | 7,500 | ||||||
Newport Cold | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate cash consideration | 56,100 | |||||||
Property, buildings and equipment | 30,200 | |||||||
Goodwill | 6,500 | |||||||
Cloverleaf | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate cash consideration | $ 1,240,000 | |||||||
Deferred tax liability | 9,063 | 9,024 | 9,024 | 9,024 | 9,024 | 8,900 | ||
Goodwill | 107,643 | 126,096 | 126,096 | 126,096 | 126,096 | |||
Deferred tax liability, change | (39) | |||||||
Deferred tax liability, intangible assets | 1,900 | 1,900 | 1,900 | 1,900 | ||||
Lanier Cold Storage | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate cash consideration | 81,900 | |||||||
Property, buildings and equipment | 60,000 | |||||||
Deferred tax liability | $ 700 | |||||||
Goodwill | 6,400 | |||||||
Customer relationships | Nova Cold Logistics | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangibles | 59,600 | $ 59,600 | 59,600 | 59,600 | ||||
Weighted average remaining intangible amortization life (in months) | 25 years | |||||||
Customer relationships | Newport Cold | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangibles | $ 18,700 | |||||||
Weighted average remaining intangible amortization life (in months) | 25 years | 25 years | ||||||
Customer relationships | Cloverleaf | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangibles | 241,738 | 250,346 | $ 250,346 | 250,346 | 250,346 | |||
Weighted average remaining intangible amortization life (in months) | 25 years | |||||||
Customer relationships | Lanier Cold Storage | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangibles | $ 16,300 | |||||||
Weighted average remaining intangible amortization life (in months) | 25 years | |||||||
Trade names and trademarks | Cloverleaf | ||||||||
Business Acquisition [Line Items] | ||||||||
Identifiable intangibles | $ 1,623 | $ 1,623 | $ 1,623 | $ 1,623 | $ 1,623 | |||
Weighted average remaining intangible amortization life (in months) | 1 year 6 months |
Business Combinations - Acquisi
Business Combinations - Acquisition of Cloverleaf (Details) - USD ($) $ in Thousands | 14 Months Ended | ||
Jun. 30, 2020 | Dec. 31, 2019 | May 01, 2019 | |
Assets | |||
Goodwill | $ 385,285 | $ 318,483 | |
Cloverleaf | |||
Assets | |||
Land | 60,494 | $ 59,363 | |
Land | 1,131 | ||
Building and improvements | 668,151 | 687,821 | |
Building and improvements | (19,670) | ||
Machinery and equipment | 145,647 | 144,825 | |
Machinery and equipment | 822 | ||
Assets under construction | 16,974 | 20,968 | |
Assets under construction | (3,994) | ||
Operating lease right-of-use assets | 1,254 | 1,254 | |
Operating lease right-of-use assets | 0 | ||
Cash and cash equivalents | 4,332 | 4,332 | |
Cash and cash equivalents | 0 | ||
Restricted cash | 526 | 0 | |
Restricted cash | 526 | ||
Accounts receivable | 21,578 | 21,358 | |
Accounts receivable | 220 | ||
Goodwill | 126,096 | 107,643 | |
Goodwill | 18,453 | ||
Acquired identifiable intangibles: | |||
Other assets | 7,052 | 18,720 | |
Other assets | (11,668) | ||
Total assets | 1,304,073 | 1,309,645 | |
Total assets | (5,572) | ||
Liabilities | |||
Accounts payable and accrued expenses | 43,503 | 30,905 | |
Accounts payable and accrued expenses | 12,598 | ||
Notes payable | 3,878 | 17,179 | |
Notes payable | (13,301) | ||
Operating lease obligations | 1,254 | 1,254 | |
Operating lease obligations | 0 | ||
Unearned revenue | 3,536 | 3,536 | |
Unearned revenue | 0 | ||
Pension and postretirement benefits | 0 | 2,020 | |
Pension and postretirement benefits | (2,020) | ||
Deferred tax liability | 9,024 | $ 8,900 | 9,063 |
Deferred tax liability | (39) | ||
Total liabilities | 61,195 | 63,957 | |
Total liabilities | (2,762) | ||
Total consideration | 1,242,878 | 1,245,688 | |
Total consideration for Cloverleaf acquisition | (2,810) | ||
Customer relationships | Cloverleaf | |||
Acquired identifiable intangibles: | |||
Identifiable intangibles | 250,346 | 241,738 | |
Identifiable intangibles | 8,608 | ||
Trade names and trademarks | Cloverleaf | |||
Acquired identifiable intangibles: | |||
Identifiable intangibles | 1,623 | $ 1,623 | |
Identifiable intangibles | $ 0 |
Business Combinations Business
Business Combinations Business Combinations - Pro Forma Information (Details) - Cloverleaf - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Business Acquisition [Line Items] | ||
Total revenue | $ 457,840 | $ 907,099 |
Net income available to common shareholders | $ 14,180 | $ 8,422 |
Net income per share, diluted (in USD per share) | $ 60 | $ 0.04 |
Acquisition related costs | $ 15,900 | $ 25,700 |
Number of shares issued (in shares) | 42.1 |
Investment in Partially Owned_3
Investment in Partially Owned Entities - Narrative (Details) $ in Thousands, R$ in Millions | Mar. 06, 2020USD ($) | Mar. 06, 2020BRL (R$) | Mar. 31, 2020BRL (R$) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||||
Payments to acquire investment | $ 26,197 | $ 0 | |||||
Investments in partially owned entities | $ 22,102 | $ 0 | |||||
Superfrio Armazens Gerais S.A. | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity interest | 14.99% | 14.99% | 14.99% | 14.99% | |||
Payments to acquire investment | $ 25,700 | R$ 117.8 | R$ 117.8 | ||||
Investments in partially owned entities | $ 22,102 | $ 25,700 |
Investment in Partially Owned_4
Investment in Partially Owned Entities - Schedule of Unconsolidated Joint Venture (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Mar. 06, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||
Investments in partially owned entities | $ 22,102 | $ 0 | ||
Superfrio Armazens Gerais S.A. | ||||
Schedule of Equity Method Investments [Line Items] | ||||
% Ownership | 14.99% | 14.99% | 14.99% | |
Investments in partially owned entities | $ 22,102 | $ 25,700 |
Acquisitions, Litigation, and_3
Acquisitions, Litigation, and Other Charges - Components of Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Acquisition, Litigation and Other Special Charges [Abstract] | ||||
Acquisition related costs | $ 2,651 | $ 15,014 | $ 3,417 | $ 16,455 |
Litigation | 0 | 467 | 0 | 1,377 |
Other: | ||||
Severance, equity award modifications and acceleration | 150 | 2,641 | 1,072 | 6,934 |
Non-offering related equity issuance expenses | 0 | (164) | 0 | 1,347 |
Terminated site operations costs | 0 | 6 | 0 | 344 |
Total other | 150 | 2,483 | 1,072 | 8,625 |
Total acquisition, litigation and other | $ 2,801 | $ 17,964 | $ 4,489 | $ 26,457 |
Acquisitions, Litigation, and_4
Acquisitions, Litigation, and Other Charges Acquisitions, Litigation, and Other Charges - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($)employee | |
Restructuring Cost and Reserve [Line Items] | ||
Accelerated equity award vesting | $ 3.1 | $ 3.1 |
Reduction in Headcount from Cloverleaf Acquisition | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance | 2.6 | |
Departure of Former Executives | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance | $ 1.2 | |
Number of departed executives | employee | 2 |
Debt (Details)
Debt (Details) | Mar. 26, 2020USD ($)extension | Sep. 24, 2019 | Sep. 23, 2019 | Dec. 04, 2018 | Dec. 03, 2018 | Jun. 30, 2020USD ($) | Jun. 30, 2020CAD ($) | Mar. 26, 2020CAD ($)extension | Dec. 31, 2019USD ($) | Apr. 26, 2019USD ($) | Nov. 06, 2018USD ($) | May 01, 2013USD ($) |
Mortgages, Senior Notes and Term Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Carrying Amount | $ 1,838,701,000 | $ 1,708,443,000 | ||||||||||
Estimated Fair Value | 2,002,183,000 | 1,783,463,000 | ||||||||||
Less: unamortized deferred financing costs | (14,295,000) | (12,996,000) | ||||||||||
Total debt net of unamortized deferred financing costs | 1,824,406,000 | 1,695,447,000 | ||||||||||
Mortgage Loans | 2013 Mortgage Loans | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Carrying Amount | 280,101,000 | 283,443,000 | ||||||||||
Estimated Fair Value | $ 285,958,000 | 287,463,000 | ||||||||||
Face amount of debt | $ 322,000,000 | |||||||||||
Mortgage Loans | Senior note | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 3.81% | 3.81% | ||||||||||
Effective Interest Rate as of June 30, 2020 | 4.14% | 4.14% | ||||||||||
Carrying Amount | $ 178,101,000 | 181,443,000 | ||||||||||
Estimated Fair Value | $ 182,108,000 | 184,618,000 | ||||||||||
Mortgage Loans | Mezzanine A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 7.38% | 7.38% | ||||||||||
Effective Interest Rate as of June 30, 2020 | 7.55% | 7.55% | ||||||||||
Carrying Amount | $ 70,000,000 | 70,000,000 | ||||||||||
Estimated Fair Value | $ 71,050,000 | 70,525,000 | ||||||||||
Mortgage Loans | Mezzanine B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 11.50% | 11.50% | ||||||||||
Effective Interest Rate as of June 30, 2020 | 11.75% | 11.75% | ||||||||||
Carrying Amount | $ 32,000,000 | 32,000,000 | ||||||||||
Estimated Fair Value | 32,800,000 | 32,320,000 | ||||||||||
Senior Notes | Senior Unsecured Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Carrying Amount | 950,000,000 | 950,000,000 | ||||||||||
Estimated Fair Value | $ 1,107,625,000 | 1,023,375,000 | ||||||||||
Senior Notes | Series A 4.68% notes due 2026 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 4.68% | 4.68% | 4.68% | |||||||||
Effective Interest Rate as of June 30, 2020 | 4.77% | 4.77% | ||||||||||
Carrying Amount | $ 200,000,000 | 200,000,000 | ||||||||||
Estimated Fair Value | $ 229,000,000 | 217,750,000 | ||||||||||
Face amount of debt | $ 200,000,000 | |||||||||||
Senior Notes | Series B 4.86% notes due 2029 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 4.86% | 4.86% | 4.86% | |||||||||
Effective Interest Rate as of June 30, 2020 | 4.92% | 4.92% | ||||||||||
Carrying Amount | $ 400,000,000 | 400,000,000 | ||||||||||
Estimated Fair Value | $ 477,000,000 | 439,000,000 | ||||||||||
Face amount of debt | $ 400,000,000 | |||||||||||
Senior Notes | Series C 4.10% notes due 2030 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 4.10% | 4.10% | 4.10% | |||||||||
Effective Interest Rate as of June 30, 2020 | 4.15% | 4.15% | ||||||||||
Carrying Amount | $ 350,000,000 | 350,000,000 | ||||||||||
Estimated Fair Value | 401,625,000 | 366,625,000 | ||||||||||
Face amount of debt | $ 350,000,000 | |||||||||||
Term Loans | Total 2020 Senior Unsecured Term Loan A Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Carrying Amount | 608,600,000 | 0 | ||||||||||
Estimated Fair Value | $ 608,600,000 | 0 | ||||||||||
Term Loans | 2020 Senior Unsecured Term Loan Tranche A-1 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective Interest Rate as of June 30, 2020 | 2.65% | 2.65% | ||||||||||
Carrying Amount | $ 425,000,000 | 0 | ||||||||||
Estimated Fair Value | $ 425,000,000 | 0 | ||||||||||
Face amount of debt | $ 425,000,000 | |||||||||||
Term Loans | 2020 Senior Unsecured Term Loan Tranche A-1 | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 0.95% | |||||||||||
Term Loans | 2020 Senior Unsecured Term Loan Tranche A-2 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective Interest Rate as of June 30, 2020 | 1.61% | 1.61% | ||||||||||
Carrying Amount | $ 183,600,000 | 0 | ||||||||||
Estimated Fair Value | $ 183,600,000 | 0 | ||||||||||
Face amount of debt | $ 250,000,000 | $ 250,000,000 | ||||||||||
Term Loans | 2020 Senior Unsecured Term Loan Tranche A-2 | CDOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 0.95% | |||||||||||
Term Loans | 2018 Senior Unsecured Term Loan A Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective Interest Rate as of June 30, 2020 | 3.14% | 3.14% | ||||||||||
Carrying Amount | $ 0 | 475,000,000 | ||||||||||
Estimated Fair Value | $ 0 | 472,625,000 | ||||||||||
Face amount of debt | $ 475,000,000 | |||||||||||
Term Loans | 2018 Senior Unsecured Term Loan A Facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 1.00% | |||||||||||
Revolving Credit Facility | Line of Credit | 2018 Senior Unsecured Term Loan A Facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 1.00% | 1.45% | 1.45% | 2.35% | ||||||||
Revolving Credit Facility | Line of Credit | 2020 Senior Unsecured Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective Interest Rate as of June 30, 2020 | 0.23% | 0.23% | ||||||||||
Carrying Amount | $ 0 | |||||||||||
Estimated Fair Value | $ 0 | |||||||||||
Number of extensions | extension | 2 | 2 | ||||||||||
Extension term | 6 months | |||||||||||
Revolving Credit Facility | Line of Credit | 2020 Senior Unsecured Revolving Credit Facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 0.85% | |||||||||||
Revolving Credit Facility | Line of Credit | 2018 Senior Unsecured Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective Interest Rate as of June 30, 2020 | 0.36% | 0.36% | ||||||||||
Carrying Amount | 0 | |||||||||||
Estimated Fair Value | $ 0 | |||||||||||
Revolving Credit Facility | Line of Credit | 2018 Senior Unsecured Revolving Credit Facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contractual Interest Rate | 0.90% |
Debt - Additional Information (
Debt - Additional Information (Details) | Mar. 26, 2020USD ($)trancheextension | Sep. 24, 2019 | Sep. 23, 2019 | Dec. 04, 2018USD ($) | Dec. 03, 2018USD ($) | Nov. 06, 2018USD ($) | May 01, 2013USD ($)instrumentwarehouse | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020CAD ($) | Mar. 26, 2020CAD ($)trancheextension | Dec. 31, 2019USD ($) | Apr. 26, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||
Loss on debt extinguishment and modifications | $ 0 | $ 800,000 | $ 0 | $ 781,000 | $ 0 | |||||||||||
Term Loans | 2018 Senior Unsecured Term Loan A Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | $ 475,000,000 | |||||||||||||||
Term Loans | Total 2020 Senior Unsecured Term Loan A Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Term of debt | 5 years | |||||||||||||||
Number of tranches | tranche | 2 | 2 | ||||||||||||||
Unamortized debt issuance cost | $ 3,200,000 | 7,800,000 | $ 7,800,000 | |||||||||||||
Term Loans | 2020 Senior Unsecured Term Loan Tranche A-1 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | $ 425,000,000 | |||||||||||||||
Term Loans | 2020 Senior Unsecured Term Loan Tranche A-2 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | $ 250,000,000 | $ 250,000,000 | ||||||||||||||
Term Loans | LIBOR | 2018 Senior Unsecured Term Loan A Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Applicable interest rate | 1.00% | |||||||||||||||
Term Loans | LIBOR | 2020 Senior Unsecured Term Loan Tranche A-1 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Applicable interest rate | 0.95% | |||||||||||||||
Line of Credit | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Unamortized debt issuance cost | 6,800,000 | $ 6,800,000 | $ 2,800,000 | |||||||||||||
Letter of credit amount outstanding | $ 22,800,000 | $ 22,800,000 | 23,000,000 | |||||||||||||
Line of Credit | Revolving Credit Facility | 2020 Senior Unsecured Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Term of debt | 4 years | |||||||||||||||
Revolver borrowing capacity | $ 800,000,000 | |||||||||||||||
Unamortized debt issuance cost | $ 5,200,000 | |||||||||||||||
Number of extensions | extension | 2 | 2 | ||||||||||||||
Extension term | 6 months | |||||||||||||||
Extension fee | 0.0625% | 0.0625% | ||||||||||||||
Line of Credit | Revolving Credit Facility | 2018 Senior Unsecured Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Revolver borrowing capacity | $ 800,000,000 | $ 800,000,000 | $ 450,000,000 | |||||||||||||
Letter of credit amount outstanding | 23,000,000 | |||||||||||||||
Revolver borrowing capacity, foreign currencies | 400,000,000 | |||||||||||||||
Fee on unused borrowing capacity | 0.20% | |||||||||||||||
Line of Credit | Revolving Credit Facility | 2018 Senior Unsecured Term Loan A Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Change in applicable interest rate | (0.05%) | |||||||||||||||
Unamortized debt issuance cost | $ 8,900,000 | $ 6,100,000 | ||||||||||||||
Threshold for fee on unused borrowing capacity | 50.00% | |||||||||||||||
Line of Credit | Revolving Credit Facility | 2020 Senior Unsecured Term Loan A Facility and Senior Unsecured Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Change in applicable interest rate | (0.05%) | |||||||||||||||
Line of Credit | Revolving Credit Facility | LIBOR | 2020 Senior Unsecured Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Applicable interest rate | 0.85% | |||||||||||||||
Line of Credit | Revolving Credit Facility | LIBOR | 2018 Senior Unsecured Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Applicable interest rate | 0.90% | |||||||||||||||
Line of Credit | Revolving Credit Facility | LIBOR | 2018 Senior Unsecured Term Loan A Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Applicable interest rate | 1.00% | 1.45% | 1.45% | 2.35% | ||||||||||||
Line of Credit and Term Notes | 2020 Senior Unsecured Term Loan A Facility and Senior Unsecured Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Total borrowing capacity | $ 1,400,000,000 | |||||||||||||||
Maximum leverage ratio | 60.00% | 60.00% | ||||||||||||||
Maximum leverage ratio after material acquisition | 65.00% | 65.00% | ||||||||||||||
Maximum unencumbered leverage ratio | 60.00% | 60.00% | ||||||||||||||
Minimum unencumbered leverage ratio after material acquisition | 65.00% | 65.00% | ||||||||||||||
Maximum secured leverage ratio | 40.00% | 40.00% | ||||||||||||||
Maximum secured leverage ratio after material acquisition | 45.00% | 45.00% | ||||||||||||||
Minimum fixed charge coverage ratio | 1.50 | 1.50 | ||||||||||||||
Minimum unsecured interest coverage ratio | 1.75 | 1.75 | ||||||||||||||
Material acquisition threshold | 5.00% | 5.00% | ||||||||||||||
Senior Notes | Senior Unsecured Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum leverage ratio | 60.00% | 60.00% | 60.00% | |||||||||||||
Maximum unencumbered leverage ratio | 60.00% | 60.00% | 60.00% | |||||||||||||
Maximum secured leverage ratio | 40.00% | 40.00% | 40.00% | |||||||||||||
Minimum fixed charge coverage ratio | 1.50 | 1.50 | 1.50 | |||||||||||||
Minimum principal for repayment of debt | 5.00% | |||||||||||||||
Notice period for repayment of debt | 10 days | |||||||||||||||
Principal repayment if change in control occurs | 100.00% | |||||||||||||||
Minimum unsecured debt service ratio | 2 | 2 | ||||||||||||||
Senior Notes | Series C 4.10% notes due 2030 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | $ 350,000,000 | |||||||||||||||
Fixed interest rate | 4.10% | 4.10% | 4.10% | 4.10% | ||||||||||||
Senior Notes | Series A 4.68% notes due 2026 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | $ 200,000,000 | |||||||||||||||
Fixed interest rate | 4.68% | 4.68% | 4.68% | 4.68% | ||||||||||||
Senior Notes | Series B 4.86% notes due 2029 | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | $ 400,000,000 | |||||||||||||||
Fixed interest rate | 4.86% | 4.86% | 4.86% | 4.86% | ||||||||||||
Senior Notes | Discount Rate | Senior Unsecured Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Discount rate | 0.0050 | |||||||||||||||
Mortgage Loans | 2010 CMBS Financing | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Indebtedness repaid | $ 600,000,000 | |||||||||||||||
Mortgage Loans | 2013 Mortgage Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Face amount of debt | $ 322,000,000 | |||||||||||||||
Number of properties | warehouse | 15 | |||||||||||||||
Restricted cash associated with debt | $ 3,700,000 | $ 3,700,000 | ||||||||||||||
Minimum borrowing base debt service coverage ratio | 1.10 | |||||||||||||||
Mezzanine Notes | 2013 Mortgage Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of notes | instrument | 2 | |||||||||||||||
Number of warehouses acquired | warehouse | 2 | |||||||||||||||
Minimum | Line of Credit | Revolving Credit Facility | 2018 Senior Unsecured Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Change in fee on unused borrowing capacity | 0.05% | |||||||||||||||
Minimum | Mortgage Loans | 2013 Mortgage Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fixed interest rate | 3.81% | |||||||||||||||
Maximum | Line of Credit | Revolving Credit Facility | 2018 Senior Unsecured Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Change in fee on unused borrowing capacity | 0.15% | |||||||||||||||
Maximum | Mortgage Loans | 2013 Mortgage Loans | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Fixed interest rate | 11.50% |
Debt - Schedule of Aggregate Ma
Debt - Schedule of Aggregate Maturities of Total Indebtedness (Details) - Mortgages, Senior Notes and Term Loans - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
June 30, 2021 | $ 6,900 | |
June 30, 2022 | 7,171 | |
June 30, 2023 | 266,030 | |
June 30, 2024 | 0 | |
June 30, 2025 | 608,600 | |
Thereafter | 950,000 | |
Carrying Amount | 1,838,701 | $ 1,708,443 |
Less unamortized deferred financing costs | (14,295) | (12,996) |
Total debt net of unamortized deferred financing costs | $ 1,824,406 | $ 1,695,447 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) $ in Millions, $ in Millions | Feb. 28, 2020USD ($) | Jan. 31, 2020USD ($) | Jan. 02, 2020USD ($) | Jun. 30, 2020USD ($)instrument | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)instrument | Jun. 30, 2019USD ($) | Jun. 30, 2020AUD ($)instrument | Jun. 30, 2020NZD ($)instrument | Jan. 31, 2020CAD ($) | Jan. 02, 2020CAD ($) | Dec. 31, 2019CAD ($) |
Derivative [Line Items] | ||||||||||||
Interest expense | $ 23,178,000 | $ 24,098,000 | $ 47,048,000 | $ 45,674,000 | ||||||||
Foreign currency exchange gain (loss), net | 315,000 | $ (83,000) | (177,000) | $ (23,000) | ||||||||
Derivative liability, including accrued interest | 18,700,000 | 18,700,000 | ||||||||||
Termination value | 18,700,000 | 18,700,000 | ||||||||||
Interest rate contracts | ||||||||||||
Derivative [Line Items] | ||||||||||||
Gain (loss) to be reclassified in next twelve months | (5,000,000) | |||||||||||
Foreign exchange forwards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Gain (loss) to be reclassified in next twelve months | 300,000 | |||||||||||
January 2019 Agreement | Interest rate contracts | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notational amount | $ 100,000,000 | $ 100,000,000 | ||||||||||
Notational amount, percentage | 16.00% | 16.00% | 16.00% | 16.00% | ||||||||
August 2019 Agreement | Interest rate contracts | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notational amount | $ 225,000,000 | $ 225,000,000 | ||||||||||
Notational amount, percentage | 37.00% | 37.00% | 37.00% | 37.00% | ||||||||
January 2020 Agreement, Maturing February 28, 2020 | Foreign exchange forwards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notational amount | $ 217,000,000 | |||||||||||
Gain on settlement | $ 2,800,000 | |||||||||||
Nova Cold Logistics | Foreign exchange forwards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Number of derivative contracts | instrument | 2 | 2 | 2 | 2 | ||||||||
Unrealized gain | $ 100,000 | |||||||||||
Nova Cold Logistics | December 2019 Agreement, Maturing January 2, 2020 | Foreign exchange forwards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notational amount | $ 217,000,000 | |||||||||||
Gain on settlement | $ 2,100,000 | |||||||||||
Nova Cold Logistics | December 2019 Agreement, Maturing January 31, 2020 | Foreign exchange forwards | ||||||||||||
Derivative [Line Items] | ||||||||||||
Notational amount | $ 217,000,000 | |||||||||||
Gain on settlement | $ 200,000 | |||||||||||
Australian Subsidiary | Intercompany Loan Receivable | Foreign exchange contracts | ||||||||||||
Derivative [Line Items] | ||||||||||||
Receivable hedged | $ 153.5 | |||||||||||
New Zealand Subsidiary | Intercompany Loan Receivable | Foreign exchange contracts | ||||||||||||
Derivative [Line Items] | ||||||||||||
Receivable hedged | $ 37.5 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Fair Value Amounts of Derivative Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Derivative Assets | $ 9,768 | $ 6,855 |
Derivative Liabilities | 18,565 | 6,094 |
Designated derivatives | Foreign exchange contracts | ||
Derivative [Line Items] | ||
Derivative Assets | 9,768 | 1,376 |
Derivative Liabilities | 0 | 0 |
Designated derivatives | Interest rate contracts | ||
Derivative [Line Items] | ||
Derivative Assets | 0 | 2,933 |
Derivative Liabilities | 18,565 | 3,505 |
Undesignated derivatives | Foreign exchange contracts | ||
Derivative [Line Items] | ||
Derivative Assets | 0 | 2,546 |
Derivative Liabilities | $ 0 | $ 2,589 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Amounts in the Condensed Consolidated Statement of Operations, Including Impacts to Accumulated Other Comprehensive Income (AOCI) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | $ (16,826) | $ (1) | $ (4,380) | $ (3,985) |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | (13,332) | (1,762) | 3,153 | (492) |
Interest rate contracts | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | (1,729) | (2,230) | (17,994) | (3,638) |
Interest rate contracts | Interest expense | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | (949) | (2) | (939) | 0 |
Foreign exchange contracts | Interest expense | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | 0 | 0 | ||
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | (74) | 0 | 207 | 0 |
Foreign exchange contracts | Foreign currency exchange gain, net | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | (15,097) | 2,229 | 8,364 | (347) |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | $ (12,309) | $ (1,760) | 3,885 | (492) |
Foreign exchange forwards | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | 5,250 | 0 | ||
Foreign exchange forwards | Foreign currency exchange gain, net | ||||
Derivative [Line Items] | ||||
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | $ 0 | $ 0 |
Derivative Financial Instrume_6
Derivative Financial Instruments Derivative Financial Instruments - Offsetting Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Offsetting of Derivative Assets | ||
Gross Amounts of Recognized Assets | $ 9,768 | $ 6,855 |
Gross Amounts Offset in the Condensed Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets presented in the Condensed Consolidated Balance Sheet | 9,768 | 6,855 |
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet, Financial Instruments | (8,007) | (3,966) |
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet, Cash Collateral Received | 0 | 0 |
Net Amount | 1,761 | 2,889 |
Offsetting of Derivative Liabilities | ||
Gross Amounts of Recognized Liabilities | (18,565) | (6,094) |
Gross Amounts Offset in the Condensed Consolidated Balance Sheet | 0 | 0 |
Net Amount | (18,565) | (6,094) |
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet, Financial Instruments | 8,007 | 3,966 |
Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet, Cash Collateral Received | 0 | 0 |
Net Amount | $ (10,558) | $ (2,128) |
Sale-Leasebacks of Real Estat_2
Sale-Leasebacks of Real Estate (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020USD ($)warehouse | Dec. 31, 2019USD ($) | |
Sale Leaseback Transaction [Line Items] | ||
Total sale-leaseback financing obligations | $ 113,974 | $ 115,759 |
1 warehouse – 2010 | ||
Sale Leaseback Transaction [Line Items] | ||
Number of warehouses | warehouse | 1 | |
Interest Rate as of June 30, 2020 | 10.34% | |
Total sale-leaseback financing obligations | $ 18,859 | 18,994 |
11 warehouses – 2007 | ||
Sale Leaseback Transaction [Line Items] | ||
Number of warehouses | warehouse | 11 | |
Total sale-leaseback financing obligations | $ 95,115 | $ 96,765 |
11 warehouses – 2007 | Minimum | ||
Sale Leaseback Transaction [Line Items] | ||
Interest Rate as of June 30, 2020 | 7.00% | |
11 warehouses – 2007 | Maximum | ||
Sale Leaseback Transaction [Line Items] | ||
Interest Rate as of June 30, 2020 | 19.59% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | $ 9,768 | $ 6,855 |
Derivative liability | 18,565 | 6,094 |
Level 2 | Fair Value, Recurring | Interest rate contracts | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 2,936 |
Derivative liability | 18,565 | 3,507 |
Level 2 | Fair Value, Recurring | Cross-currency swap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 9,768 | 1,404 |
Level 2 | Fair Value, Recurring | Foreign exchange forwards | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative asset | 0 | 2,546 |
Derivative liability | 0 | 2,589 |
Level 2 | Fair Value, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Property, Plant, and Equipment, Fair Value Disclosure | 8,203 | 0 |
Level 3 | Fair Value, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Mortgage notes, senior unsecured notes and term loan | $ 2,002,183 | $ 1,783,463 |
Dividends and Distributions (De
Dividends and Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 6 Months Ended | 8 Months Ended | ||||||||||||
Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2020 | Jan. 31, 2020 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Jul. 31, 2020 | Jun. 30, 2020 | Jul. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jul. 31, 2020 | Jul. 31, 2019 | |
Dividends Payable [Line Items] | |||||||||||||||||
Dividend Per Share (in USD per share) | $ 0.2100 | $ 0.2000 | $ 0.2000 | $ 0.2000 | $ 0.1875 | $ 0.21 | $ 0.20 | $ 0.42 | $ 0.40 | ||||||||
Common Shares | |||||||||||||||||
Distributions Declared | $ 42,568 | $ 0 | $ 30,235 | $ 0 | $ 38,764 | $ 68,999 | |||||||||||
Distributions Paid | 42,568 | 38,796 | 30,235 | 28,218 | $ 0 | $ 58,206 | |||||||||||
Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest. | |||||||||||||||||
Common Shares | |||||||||||||||||
Distributions Paid | $ 233 | $ 169 | $ 142 | $ 127 | |||||||||||||
Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation). | |||||||||||||||||
Common Shares | |||||||||||||||||
Distributions Paid | $ 10 | $ 4 | $ 15 | $ 7 | |||||||||||||
Subsequent Event | |||||||||||||||||
Dividends Payable [Line Items] | |||||||||||||||||
Dividend Per Share (in USD per share) | $ 0.2100 | ||||||||||||||||
Common Shares | |||||||||||||||||
Distributions Declared | $ 43,271 | $ 85,839 | |||||||||||||||
Distributions Paid | $ 0 | $ 80,976 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | 24 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Jan. 04, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation charges | $ 4.5 | $ 3.2 | $ 8.8 | $ 8.9 | |||
Accelerated equity award vesting | 3.1 | 3.1 | |||||
Unrecognized stock-based compensation expense | $ 28.2 | $ 28.2 | |||||
Unrecognized stock-based compensation expense, period for recognition | 2 years 1 month 6 days | ||||||
Accelerated equity award vesting (in shares) | 100,000 | ||||||
Compensation from modification of awards | $ 2.9 | ||||||
Accelerated compensation from executive termination | $ 0.2 | ||||||
Fair value at grant date of stock option award | $ 0.4 | 0.4 | |||||
Intrinsic value of options exercised | $ 6.7 | $ 21.5 | |||||
Time-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 184,373 | ||||||
Market-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 108,810 | ||||||
Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted average grant date fair value, awards granted (in USD per share) | $ 30.81 | ||||||
Weighted average grant date fair value, awards vested (in USD per share) | 20.30 | ||||||
Weighted average grant date fair value, awards forfeited (in USD per share) | 25.15 | ||||||
Weighted average grant date fair value, non-vested awards (in USD per share) | $ 24.31 | $ 24.31 | $ 22.50 | ||||
OP units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate fair value of awards granted | $ 8.3 | ||||||
2010 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 3,849,976 | 3,849,976 | |||||
Americold Realty Trust 2017 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized (in shares) | 9,000,000 | ||||||
Dividends accrued on dividend equivalents on unvested units payable | $ 1.1 | $ 1.7 | |||||
Trustees | Time-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 8,517 | 12,285 | |||||
Vesting period | 1 year | 1 year | |||||
Trustees | Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 8,517 | 8,517 | 12,285 | ||||
Vesting period | 1 year | 1 year | 1 year | ||||
Trustees | OP units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 16,325 | 16,325 | |||||
Vesting period | 1 year | 1 year | |||||
Employees | Time-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 175,856 | 247,378 | |||||
Employees | Market-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 108,810 | 243,168 | |||||
Vesting period | 3 years | 3 years | |||||
Employees | Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 1,195 | 35,042 | 284,666 | 490,546 | |||
Vesting period | 1 year | ||||||
Employees | OP units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of awards granted (in shares) | 255,720 | ||||||
Employees | Minimum | Time-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | 1 year | |||||
Employees | Minimum | Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | 1 year | 1 year | ||||
Employees | Minimum | OP units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 1 year | ||||||
Employees | Maximum | Time-Based Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | 3 years | |||||
Employees | Maximum | Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years | 3 years | 3 years | ||||
Employees | Maximum | OP units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 3 years |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Grants (Details) - Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 1,195 | 35,042 | 284,666 | 490,546 |
Vesting Period | 1 year | |||
Grant Date Fair Value (in thousands) | $ 35 | $ 1,163 | $ 8,734 | $ 16,332 |
Trustees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 8,517 | 8,517 | 12,285 | |
Vesting Period | 1 year | 1 year | 1 year | |
Grant Date Fair Value (in thousands) | $ 300 | $ 300 | $ 375 | |
Minimum | Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting Period | 1 year | 1 year | 1 year | |
Maximum | Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting Period | 3 years | 3 years | 3 years |
Share-Based Compensation - Re_2
Share-Based Compensation - Restricted Stock Activity (Details) $ / shares in Units, $ in Millions | 6 Months Ended | 120 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | |
Time-Based Restricted Stock Units | ||
Number of Units | ||
Beginning balance (in shares) | 714,063 | |
Granted (in shares) | 184,373 | |
Vested (in shares) | (260,705) | (615,643) |
Forfeited (in shares) | (7,942) | |
Ending balance (in shares) | 629,789 | 714,063 |
Nonvested shares, aggregate intrinsic value | $ | $ 22.9 | $ 25 |
Shares vested, but not released (in shares) | 615,643 | |
Shares vested, but not released, aggregate intrinsic value | $ | $ 22.3 | |
Total outstanding awards (in shares) | 1,245,432 | |
Total outstanding awards, aggregate intrinsic value | $ | $ 45.2 | |
Performance-Based Restricted Stock Units | ||
Number of Units | ||
Beginning balance (in shares) | 57,142 | |
Granted (in shares) | 0 | |
Vested (in shares) | (14,286) | (14,286) |
Forfeited (in shares) | 0 | |
Ending balance (in shares) | 42,856 | 57,142 |
Nonvested shares, aggregate intrinsic value | $ | $ 1.6 | $ 2 |
Shares vested, but not released (in shares) | 28,572 | |
Shares vested, but not released, aggregate intrinsic value | $ | $ 1 | |
Total outstanding awards (in shares) | 71,428 | |
Total outstanding awards, aggregate intrinsic value | $ | $ 2.6 | |
Market-Based Restricted Stock Units | ||
Number of Units | ||
Beginning balance (in shares) | 779,188 | |
Granted (in shares) | 108,810 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (12,668) | |
Ending balance (in shares) | 875,330 | 779,188 |
Nonvested shares, aggregate intrinsic value | $ | $ 31.8 | $ 27.3 |
Shares vested, but not released (in shares) | 0 | |
Shares vested, but not released, aggregate intrinsic value | $ | $ 0 | |
Total outstanding awards (in shares) | 875,330 | |
Total outstanding awards, aggregate intrinsic value | $ | $ 31.8 | |
Resigned Trustee | Restricted Stock Units | ||
Number of Units | ||
Vested (in shares) | (14,286) | |
Shares vested, but not released (in shares) | 568,753 | |
Weighted average grant date fair value of vested awards (in USD per share) | $ / shares | $ 9.38 |
Share-Based Compensation - OP U
Share-Based Compensation - OP Units Grants (Details) - OP units - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Trustees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted (in shares) | 16,325 | 16,325 |
Vesting Period | 1 year | 1 year |
Grant Date Fair Value (in thousands) | $ 575 | $ 575 |
Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted (in shares) | 255,720 | |
Grant Date Fair Value (in thousands) | $ 7,719 | |
Minimum | Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period | 1 year | |
Maximum | Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period | 3 years |
Share-Based Compensation - OP_2
Share-Based Compensation - OP Units Activity (Details) $ in Millions | 6 Months Ended | 120 Months Ended |
Jun. 30, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Time-Based OP Units | ||
Number of Units | ||
Beginning balance (in shares) | 20,190 | |
Granted (in shares) | 93,180 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Ending balance (in shares) | 113,370 | 20,190 |
Total outstanding awards, aggregate intrinsic value | $ | $ 4.2 | $ 0.7 |
Market-Based OP Units | ||
Number of Units | ||
Beginning balance (in shares) | 0 | |
Granted (in shares) | 178,865 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Ending balance (in shares) | 178,865 | 0 |
Total outstanding awards, aggregate intrinsic value | $ | $ 6.5 | $ 0 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Option Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Shares (In thousands) | ||
Outstanding, beginning balance (in shares) | 794,498 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (270,500) | |
Forfeited or expired (in shares) | (8,000) | |
Outstanding, ending balance (in shares) | 515,998 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning balance (in USD per share) | $ 9.81 | |
Granted (in USD per share) | 0 | |
Exercised (in USD per share) | 9.81 | |
Forfeited or expired (in USD per share) | 9.81 | |
Outstanding, ending balance (in USD per share) | $ 9.81 | |
Weighted-Average Remaining Contractual Terms (Years) | ||
Outstanding | 5 years 2 months 12 days | 5 years 9 months 18 days |
Exercisable | ||
Shares (in shares) | 216,000 | |
Weighted-Average Exercise Price (in USD per share) | $ 9.81 | |
Weighted-Average Remaining Contractual Terms (Years) | 4 years 2 months 12 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | 14 Months Ended | |||||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2020 | Jun. 30, 2020 | Jan. 02, 2020 | Dec. 31, 2019 | May 01, 2019 | |
Income Tax Disclosure [Abstract] | |||||||||||
Income tax expense (benefit) | $ 1,196 | $ (906) | $ 1,651 | $ (418) | |||||||
Business Acquisition [Line Items] | |||||||||||
Income tax expense (benefit) | 1,196 | (906) | 1,651 | (418) | |||||||
Deferred income tax benefit | 967 | $ 3,352 | 3,069 | $ 4,412 | |||||||
Liability for uncertain tax positions | 400 | 400 | $ 400 | $ 400 | $ 400 | ||||||
Cloverleaf | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Deferred tax liability | 9,024 | 9,024 | 9,024 | 9,024 | 8,900 | $ 9,063 | |||||
Deferred tax liability, change | (39) | ||||||||||
Lanier Cold Storage | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Deferred tax liability | $ 700 | ||||||||||
Cloverleaf and Lanier Cold Storage | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Deferred tax liability, change | $ 1,000 | ||||||||||
Deferred income tax benefit | $ 1,000 | ||||||||||
Nova Cold Logistics | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Deferred tax liability | 34,500 | $ 34,500 | 34,500 | $ 34,500 | $ 42,000 | ||||||
Deferred tax liability, change | $ 7,500 | $ 7,500 | |||||||||
Forecast | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Refunds from CARES Act provision | $ 1,900 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2015 |
Variable Interest Entity [Line Items] | |||
Contribution liability | $ 2,481,770 | $ 2,337,665 | |
Cloverleaf | |||
Variable Interest Entity [Line Items] | |||
Original benefit of contribution by tax credit investor's | $ 5,600 | ||
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Contribution liability | $ 4,800 | $ 4,900 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Period Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 14 | $ 18 | $ 28 | $ 34 |
Interest cost | 605 | 727 | 1,209 | 1,454 |
Expected return on plan assets | (883) | (753) | (1,765) | (1,505) |
Amortization of net loss | 405 | 517 | 811 | 1,034 |
Amortization of prior service cost | 7 | 9 | 15 | 17 |
Net pension benefit cost | 148 | 518 | 298 | 1,034 |
Other Post-Retirement Benefits | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 3 | 6 | 7 | 12 |
Expected return on plan assets | 0 | 0 | 0 | 0 |
Amortization of net loss | 0 | (1) | 0 | (2) |
Amortization of prior service cost | 0 | 0 | 0 | 0 |
Net pension benefit cost | 3 | 5 | 7 | 10 |
Retirement Income Plan | Pension | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 316 | 397 | 631 | 795 |
Expected return on plan assets | (501) | (440) | (1,001) | (880) |
Amortization of net loss | 254 | 377 | 508 | 754 |
Amortization of prior service cost | 0 | 0 | 0 | 0 |
Net pension benefit cost | 69 | 334 | 138 | 669 |
National Service-Related Pension Plan | Pension | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 0 | 0 | 0 | 0 |
Interest cost | 280 | 311 | 559 | 622 |
Expected return on plan assets | (367) | (294) | (733) | (588) |
Amortization of net loss | 151 | 141 | 303 | 282 |
Amortization of prior service cost | 0 | 0 | 0 | 0 |
Net pension benefit cost | 64 | 158 | 129 | 316 |
Superannuation | Pension | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 14 | 18 | 28 | 34 |
Interest cost | 6 | 13 | 12 | 25 |
Expected return on plan assets | (15) | (19) | (31) | (37) |
Amortization of net loss | 0 | 0 | 0 | 0 |
Amortization of prior service cost | 7 | 9 | 15 | 17 |
Net pension benefit cost | $ 12 | $ 21 | $ 24 | $ 39 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Retirement Benefits [Abstract] | |
Expected current year plan contributions | $ 2,500 |
Current year plan contributions | $ 1,200 |
Multiemployer plan type | us-gaap:PensionPlansDefinedBenefitMember |
Unfunded liability on multiemployer plan | $ 13,700 |
Monthly installments on multiemployer plan | $ 38 |
Contribution term of multiemployer plan | 30 years |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | Jun. 25, 2020USD ($) | Feb. 18, 2020USD ($) | Feb. 07, 2013plaintiff | Jun. 30, 2020USD ($) | Dec. 31, 1994USD ($) | Dec. 31, 2019USD ($) |
Loss Contingencies [Line Items] | ||||||
Outstanding surety bond | $ 9,000 | $ 4,300 | ||||
Collective-bargaining arrangement, percentage of participants | 48.00% | |||||
Collective-bargaining arrangement, percentage of participants expiring in 2020 | 8.00% | |||||
Kansas Breach of Settlement Agreement | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement | $ 58,700 | |||||
Number of plaintiffs appealing dismissal | plaintiff | 1 | |||||
Employment Putative Class Action | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation settlement | $ 2,500 | |||||
Preferred Freezer Services, LLC Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Damages sought | $ 400,000 | |||||
Litigation settlement from other party | $ 550 | |||||
Revolving Credit Facility | Line of Credit | ||||||
Loss Contingencies [Line Items] | ||||||
Letter of credit amount outstanding | $ 22,800 | $ 23,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Activity in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 2,020,676 | $ 680,477 | $ 1,833,018 | $ 706,755 |
Other comprehensive income (loss) | 7,255 | (3,493) | (21,917) | (4,462) |
Ending balance | 2,131,006 | 1,855,657 | 2,131,006 | 1,855,657 |
Accumulated other comprehensive loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (43,298) | (13,484) | (14,126) | (12,515) |
Ending balance | (36,043) | (16,977) | (36,043) | (16,977) |
Pension and other postretirement benefits | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (4,344) | (7,503) | (4,758) | (8,027) |
Other comprehensive income (loss) | 412 | 527 | 826 | 1,051 |
Ending balance | (3,932) | (6,976) | (3,932) | (6,976) |
Pension and other postretirement benefits, gain (loss) | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other comprehensive (loss) income, before reclassifications, before tax | 405 | 518 | 811 | 1,034 |
Other comprehensive (loss) income, before reclassifications, tax | 0 | 0 | 0 | 0 |
Other comprehensive (loss) income, before reclassifications | 405 | 518 | 811 | 1,034 |
Pension and other postretirement benefits, prior service cost | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Amount reclassified from AOCI to net income/loss | 7 | 9 | 15 | 17 |
Less: Tax expense | 0 | 0 | 0 | 0 |
Net amount reclassified from AOCI to net income | 7 | 9 | 15 | 17 |
Foreign currency translation adjustment | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (32,257) | (2,101) | (6,710) | (3,322) |
Other comprehensive (loss) income, before reclassifications, before tax | 10,337 | (2,257) | (15,210) | (1,036) |
Less: Tax expense | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | 10,337 | (2,257) | (15,210) | (1,036) |
Ending balance | (21,920) | (4,358) | (21,920) | (4,358) |
Hedge derivative | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Beginning balance | (6,697) | (3,880) | (2,658) | (1,166) |
Other comprehensive (loss) income, before reclassifications, tax | 0 | 0 | 0 | 0 |
Other comprehensive (loss) income, before reclassifications | (16,826) | (1) | (4,380) | (3,985) |
Ending balance | (10,191) | (5,643) | (10,191) | (5,643) |
Hedge derivative | Interest expense | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Net amount reclassified from AOCI to net income | 1,023 | (2) | 732 | 0 |
Hedge derivative | Foreign currency exchange gain, net | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Net amount reclassified from AOCI to net income | 12,309 | (1,760) | (3,885) | (492) |
Cash flow hedge derivative | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other comprehensive (loss) income, before reclassifications, before tax | (16,826) | (1) | (9,630) | (3,985) |
Net investment hedge derivative | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other comprehensive (loss) income, before reclassifications, before tax | $ 0 | $ 0 | $ 5,250 | $ 0 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)segment | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||||
Number of reportable segments | segment | 4 | |||||
Segment revenues: | ||||||
Revenues | $ 482,522 | $ 438,460 | $ 966,591 | $ 831,539 | ||
Segment contribution: | ||||||
Segment contribution | 56,545 | 29,085 | 104,223 | 45,502 | ||
Reconciling items: | ||||||
Depreciation, depletion and amortization | (52,399) | (40,437) | (104,003) | (70,533) | ||
Selling, general and administrative expense | (32,340) | (32,669) | (69,233) | (63,786) | ||
Acquisition, litigation and other | (2,801) | (17,964) | (4,489) | (26,457) | ||
Impairment of long-lived assets | (3,667) | (930) | (3,667) | (13,485) | ||
Gain (loss) from sale of real estate | 19,414 | (34) | 21,875 | (34) | ||
Interest expense | (23,178) | (24,098) | (47,048) | (45,674) | ||
Interest income | 261 | 2,405 | 848 | 3,408 | ||
Bridge loan commitment fees | 0 | (2,665) | 0 | (2,665) | ||
Loss on debt extinguishment and modifications | 0 | $ (800) | 0 | (781) | 0 | |
Foreign currency exchange gain (loss) | 315 | (83) | (177) | (23) | ||
Other income (expense), net | 44 | (591) | 915 | (758) | ||
(Loss) income from investments in partially owned entities | (129) | (68) | (156) | 54 | ||
Income (loss) before income tax (expense) benefit | 33,858 | 3,985 | 57,824 | (156) | ||
Investments in partially owned entities | 22,102 | 22,102 | $ 0 | |||
Total assets | 4,612,776 | 4,612,776 | 4,170,683 | |||
Operating Segments | ||||||
Segment revenues: | ||||||
Revenues | 482,522 | 438,460 | 966,591 | 831,539 | ||
Segment contribution: | ||||||
Segment contribution | 128,338 | 121,119 | 263,740 | 219,797 | ||
Reconciling items: | ||||||
Assets | 4,089,860 | 4,089,860 | 3,796,391 | |||
Operating Segments | Warehouse | ||||||
Segment revenues: | ||||||
Revenues | 372,411 | 338,231 | 753,479 | 627,846 | ||
Segment contribution: | ||||||
Segment contribution | 120,132 | 113,817 | 246,905 | 204,636 | ||
Reconciling items: | ||||||
Assets | 3,992,807 | 3,992,807 | 3,684,391 | |||
Operating Segments | Third-party managed | ||||||
Segment revenues: | ||||||
Revenues | 72,954 | 61,515 | 137,875 | 125,651 | ||
Segment contribution: | ||||||
Segment contribution | 3,299 | 2,804 | 7,068 | 6,063 | ||
Reconciling items: | ||||||
Assets | 43,759 | 43,759 | 47,867 | |||
Operating Segments | Transportation | ||||||
Segment revenues: | ||||||
Revenues | 34,861 | 36,492 | 70,778 | 73,588 | ||
Segment contribution: | ||||||
Segment contribution | 4,772 | 4,206 | 9,577 | 8,562 | ||
Reconciling items: | ||||||
Assets | 43,165 | 43,165 | 50,666 | |||
Operating Segments | Other | ||||||
Segment revenues: | ||||||
Revenues | 2,296 | 2,222 | 4,459 | 4,454 | ||
Segment contribution: | ||||||
Segment contribution | 135 | $ 292 | 190 | $ 536 | ||
Reconciling items: | ||||||
Assets | 10,129 | 10,129 | 13,467 | |||
Corporate assets | ||||||
Reconciling items: | ||||||
Assets | 500,814 | 500,814 | 374,292 | |||
Investments in partially owned entities | ||||||
Reconciling items: | ||||||
Investments in partially owned entities | 22,102 | 22,102 | 0 | |||
Total reconciling items | ||||||
Reconciling items: | ||||||
Total assets | $ 522,916 | $ 522,916 | $ 374,292 |
Earnings Per Common Share - Rec
Earnings Per Common Share - Reconciliation of Weighted Average Number of Common Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Weighted average common shares outstanding – basic (in shares) | 201,787 | 182,325 | 201,294 | 165,869 |
Dilutive effect of share-based awards (in shares) | 1,634 | 1,606 | 1,459 | 1,778 |
Equity forward contract (in shares) | 1,877 | 2,186 | 1,834 | 1,658 |
Weighted average common shares outstanding – diluted (in shares) | 205,298 | 186,117 | 204,587 | 169,305 |
Earnings Per Common Share Earni
Earnings Per Common Share Earnings Per Share - Schedule of Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 165 | 0 | 0 | 0 |
Employee stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 | 0 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 165 | 0 | 0 | 0 |
OP units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 | 0 |
Equity forward contracts | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 | 0 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 477,035 | $ 432,701 | $ 955,177 | $ 820,683 |
Lease revenue | 5,487 | 5,759 | 11,414 | 10,856 |
Total revenues from contracts with all customers | 482,522 | 438,460 | 966,591 | 831,539 |
Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 158,176 | 136,271 | 314,571 | 257,580 |
Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 208,748 | 196,216 | 427,505 | 359,449 |
Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 72,954 | 61,515 | 137,875 | 125,633 |
Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34,861 | 36,492 | 70,778 | 73,588 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,296 | 2,207 | 4,448 | 4,433 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 405,970 | 365,225 | 809,280 | 683,826 |
Lease revenue | 5,487 | 5,677 | 11,414 | 10,774 |
Total revenues from contracts with all customers | 411,457 | 370,902 | 820,694 | 694,600 |
United States | Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 140,612 | 121,811 | 279,228 | 228,635 |
United States | Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 170,848 | 162,529 | 349,602 | 291,418 |
United States | Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 64,149 | 53,518 | 120,453 | 110,532 |
United States | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 28,065 | 25,160 | 55,549 | 48,808 |
United States | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,296 | 2,207 | 4,448 | 4,433 |
Australia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 50,931 | 52,852 | 104,889 | 107,905 |
Lease revenue | 0 | 82 | 0 | 82 |
Total revenues from contracts with all customers | 50,931 | 52,934 | 104,889 | 107,987 |
Australia | Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 9,153 | 9,236 | 18,343 | 18,604 |
Australia | Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 31,316 | 29,497 | 64,019 | 59,495 |
Australia | Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,198 | 3,348 | 8,393 | 6,208 |
Australia | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,264 | 10,771 | 14,134 | 23,598 |
Australia | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
New Zealand | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,799 | 7,578 | 14,114 | 15,164 |
Lease revenue | 0 | 0 | 0 | 0 |
Total revenues from contracts with all customers | 6,799 | 7,578 | 14,114 | 15,164 |
New Zealand | Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,486 | 4,068 | 7,297 | 8,049 |
New Zealand | Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,250 | 3,407 | 6,675 | 6,902 |
New Zealand | Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
New Zealand | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 63 | 103 | 142 | 213 |
New Zealand | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Argentina | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,574 | 2,397 | 4,720 | 4,895 |
Lease revenue | 0 | 0 | 0 | 0 |
Total revenues from contracts with all customers | 2,574 | 2,397 | 4,720 | 4,895 |
Argentina | Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,433 | 1,156 | 2,465 | 2,292 |
Argentina | Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 672 | 783 | 1,302 | 1,634 |
Argentina | Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Argentina | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 469 | 458 | 953 | 969 |
Argentina | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10,761 | 4,649 | 22,174 | 8,893 |
Lease revenue | 0 | 0 | 0 | 0 |
Total revenues from contracts with all customers | 10,761 | 4,649 | 22,174 | 8,893 |
Canada | Warehouse rent and storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,492 | 0 | 7,238 | 0 |
Canada | Warehouse services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,662 | 0 | 5,907 | 0 |
Canada | Third-party managed | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,607 | 4,649 | 9,029 | 8,893 |
Canada | Transportation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 0 |
Canada | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Performance Obligations, Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | |
Variable consideration, percentage constrained | 100.00% |
Unsatisfied performance obligation | $ 593.4 |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Payment terms | 0 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Payment terms | 30 days |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Performance Obligations, Expected Timing of Recognition, Narrative (Details) | Jun. 30, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, percentage of revenue | 14.00% |
Performance obligation, period for recognition | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, percentage of revenue | 86.00% |
Performance obligation, period for recognition | 15 years 2 months 12 days |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Balances, Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||||
Receivables from contracts with customers | $ 198,400 | $ 213,200 | $ 207,300 | $ 192,100 |
Unearned revenue | $ 15,266 | $ 16,423 | $ 18,800 | $ 18,600 |
Inventory turn period | 30 days |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Subsequent Events [Abstract] | ||||
Impairment of long-lived assets | $ 3,667 | $ 930 | $ 3,667 | $ 13,485 |