Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 08, 2019 | |
Entity Information [Line Items] | ||
Entity Registrant Name | AMERICOLD REALTY TRUST | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001455863 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding (in shares) | 191,529,223 | |
Americold Realty Operating Partnership, L.P. | ||
Entity Information [Line Items] | ||
Entity Registrant Name | AMERICOLD REALTY OPERATING PARTNERSHIP , L.P | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001768982 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property, plant, and equipment: | ||
Property, plant, and equipment - gross | $ 2,946,131 | $ 2,898,139 |
Accumulated depreciation and depletion | (1,127,419) | (1,097,624) |
Property, plant, and equipment – net | 1,818,712 | 1,800,515 |
Operating lease right-of-use assets | 83,663 | |
Accumulated depreciation-operating leases | (6,181) | |
Operating leases-net | 77,482 | |
Financing leases: | ||
Financing leases - gross | 61,062 | |
Financing leases - gross | 60,503 | |
Accumulated depreciation- financing leases | (21,415) | |
Accumulated depreciation- financing leases | (21,317) | |
Financing leases – net | 39,647 | |
Financing leases – net | 39,186 | |
Cash and cash equivalents | 172,838 | 208,078 |
Restricted cash | 6,812 | 6,019 |
Accounts receivable – net of allowance of $6,146 and $5,706 at March 31, 2019 and December 31, 2018, respectively | 193,599 | 194,279 |
Identifiable intangible assets – net | 25,003 | 25,056 |
Goodwill | 186,359 | 186,095 |
Investments in partially owned entities | 13,167 | 14,541 |
Other assets | 54,110 | 58,659 |
Total assets | 2,587,729 | 2,532,428 |
Liabilities: | ||
Accounts payable and accrued expenses | 258,055 | 253,080 |
Mortgage notes, senior unsecured notes and term loan - net of unamortized discount and deferred financing costs of $13,207 and $13,943, in the aggregate, at March 31, 2019 and December 31, 2018, respectively | 1,350,120 | 1,351,014 |
Sale-leaseback financing obligations | 118,181 | 118,920 |
Financing lease obligations | 40,888 | |
Financing lease obligations | 40,787 | |
Operating lease obligations | 80,257 | |
Unearned revenue | 17,994 | 18,625 |
Pension and postretirement benefits | 15,721 | 16,317 |
Deferred tax liability - net | 17,110 | 17,992 |
Multi-Employer pension plan withdrawal liability | 8,926 | 8,938 |
Total liabilities | 1,907,252 | 1,825,673 |
Shareholders’ equity: | ||
Common shares of beneficial interest, $0.01 par value – authorized 250,000,000 shares; 149,132,808 and 148,234,959 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 1,491 | 1,482 |
Paid-in capital | 1,365,767 | 1,356,133 |
Accumulated deficit and distributions in excess of net earnings | (673,297) | (638,345) |
Accumulated other comprehensive loss | (13,484) | (12,515) |
Total shareholders’ equity | 680,477 | 706,755 |
Total liabilities and shareholders’ equity | 2,587,729 | 2,532,428 |
Land | ||
Property, plant, and equipment: | ||
Property, plant, and equipment - gross | 408,982 | 385,232 |
Buildings and improvements | ||
Property, plant, and equipment: | ||
Property, plant, and equipment - gross | 1,862,064 | 1,849,749 |
Financing leases: | ||
Financing leases - gross | 11,227 | |
Financing leases - gross | 11,227 | |
Machinery and equipment | ||
Property, plant, and equipment: | ||
Property, plant, and equipment - gross | 600,148 | 577,175 |
Financing leases: | ||
Financing leases - gross | 49,835 | |
Financing leases - gross | 49,276 | |
Assets under construction | ||
Property, plant, and equipment: | ||
Property, plant, and equipment - gross | 74,937 | 85,983 |
Americold Realty Operating Partnership, L.P. | ||
Property, plant, and equipment: | ||
Property, plant, and equipment - gross | 2,946,131 | 2,898,139 |
Accumulated depreciation and depletion | (1,127,419) | (1,097,624) |
Property, plant, and equipment – net | 1,818,712 | 1,800,515 |
Operating lease right-of-use assets | 83,663 | |
Accumulated depreciation-operating leases | (6,181) | |
Operating leases-net | 77,482 | |
Financing leases: | ||
Financing leases - gross | 61,062 | |
Financing leases - gross | 60,503 | |
Accumulated depreciation- financing leases | (21,415) | |
Accumulated depreciation- financing leases | (21,317) | |
Financing leases – net | 39,647 | |
Financing leases – net | 39,186 | |
Cash and cash equivalents | 172,838 | 208,078 |
Restricted cash | 6,812 | 6,019 |
Accounts receivable – net of allowance of $6,146 and $5,706 at March 31, 2019 and December 31, 2018, respectively | 193,599 | 194,279 |
Identifiable intangible assets – net | 25,003 | 25,056 |
Goodwill | 186,359 | 186,095 |
Investments in partially owned entities | 13,167 | 14,541 |
Other assets | 54,110 | 58,659 |
Total assets | 2,587,729 | 2,532,428 |
Liabilities: | ||
Borrowings under revolving line of credit | 0 | 0 |
Accounts payable and accrued expenses | 258,055 | 253,080 |
Mortgage notes, senior unsecured notes and term loan - net of unamortized discount and deferred financing costs of $13,207 and $13,943, in the aggregate, at March 31, 2019 and December 31, 2018, respectively | 1,350,120 | 1,351,014 |
Sale-leaseback financing obligations | 118,181 | 118,920 |
Financing lease obligations | 40,888 | |
Financing lease obligations | 40,787 | |
Operating lease obligations | 80,257 | |
Unearned revenue | 17,994 | 18,625 |
Pension and postretirement benefits | 15,721 | 16,317 |
Deferred tax liability - net | 17,110 | 17,992 |
Multi-Employer pension plan withdrawal liability | 8,926 | 8,938 |
Total liabilities | 1,907,252 | 1,825,673 |
Shareholders’ equity: | ||
General partner - 147,641,480 and 146,752,609 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 687,021 | 712,078 |
Limited partner - 1,491,328 and 1,482,350 units issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 6,940 | 7,192 |
Accumulated other comprehensive loss | (13,484) | (12,515) |
Total shareholders’ equity | 680,477 | 706,755 |
Total liabilities and shareholders’ equity | 2,587,729 | 2,532,428 |
Americold Realty Operating Partnership, L.P. | Land | ||
Property, plant, and equipment: | ||
Property, plant, and equipment - gross | 408,982 | 385,232 |
Americold Realty Operating Partnership, L.P. | Buildings and improvements | ||
Property, plant, and equipment: | ||
Property, plant, and equipment - gross | 1,862,064 | 1,849,749 |
Financing leases: | ||
Financing leases - gross | 11,227 | |
Financing leases - gross | 11,227 | |
Americold Realty Operating Partnership, L.P. | Machinery and equipment | ||
Property, plant, and equipment: | ||
Property, plant, and equipment - gross | 600,148 | 577,175 |
Financing leases: | ||
Financing leases - gross | 49,835 | |
Financing leases - gross | 49,276 | |
Americold Realty Operating Partnership, L.P. | Assets under construction | ||
Property, plant, and equipment: | ||
Property, plant, and equipment - gross | $ 74,937 | $ 85,983 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, allowance | $ 6,146 | $ 5,706 |
Common shares, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common shares, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common shares, shares issued (in shares) | 149,132,808 | 148,234,959 |
Common shares, shares outstanding (in shares) | 149,132,808 | 148,234,959 |
Mortgage Notes and Term Loans | ||
Discount and deferred financing costs | $ 13,207 | $ 13,943 |
Americold Realty Operating Partnership, L.P. | ||
Accounts receivable, allowance | 6,146 | $ 5,706 |
Discount and deferred financing costs | $ 13,207 | |
General partner units issued (in shares) | 147,641,480 | 146,752,609 |
General partner units outstanding (in shares) | 147,641,480 | 146,752,609 |
Limited partner units issued (in shares) | 1,491,328 | 1,482,350 |
Limited partner units outstanding (in shares) | 1,491,328 | 1,482,350 |
Americold Realty Operating Partnership, L.P. | Mortgage Notes and Term Loans | ||
Discount and deferred financing costs | $ 13,207 | $ 13,943 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Total revenues | $ 393,079 | $ 391,141 |
Operating expenses: | ||
Depreciation, depletion, and amortization | 30,096 | 29,408 |
Selling, general and administrative | 31,117 | 28,106 |
Acquisition, litigation, and other | 8,493 | 3,841 |
Impairment of long-lived assets | 12,555 | 0 |
Total operating expenses | 376,662 | 355,209 |
Operating income | 16,417 | 35,932 |
Other income (expense): | ||
Income (loss) from investments in partially owned entities | 122 | (139) |
Interest expense | (21,576) | (24,495) |
Interest income | 1,003 | 623 |
Loss on debt extinguishment and modifications | 0 | (21,385) |
Foreign currency exchange gain, net | 60 | 680 |
Other (expense) income, net | (167) | 56 |
Loss before income tax (expense) benefit | (4,141) | (8,728) |
Income tax (expense) benefit: | ||
Current | (1,548) | (1,067) |
Deferred | 1,060 | 1,156 |
Total income tax (expense) benefit | (488) | 89 |
Net loss | (4,629) | (8,639) |
Less distributions on preferred shares of beneficial interest - Series A | 0 | (1) |
Less distributions on preferred shares of beneficial interest - Series B | 0 | (1,817) |
Net loss attributable to common shares of beneficial interest | $ (4,629) | $ (10,457) |
Weighted average common shares outstanding – basic (in shares) | 149,404 | 124,433 |
Weighted average common shares outstanding – diluted (in shares) | 149,404 | 124,433 |
Net income (loss) per common share of beneficial interest - basic (in USD per share) | $ (0.03) | $ (0.08) |
Net income (loss) per common share of beneficial interest - diluted (in USD per share) | $ (0.03) | $ (0.08) |
Operating Segments | ||
Revenues: | ||
Total revenues | $ 393,079 | $ 391,141 |
Operating expenses: | ||
Operating income | 98,678 | 97,287 |
Operating Segments | Rent, storage, and warehouse services | ||
Revenues: | ||
Total revenues | 289,615 | 286,517 |
Operating expenses: | ||
Cost of operations | 198,796 | 196,947 |
Operating income | 90,819 | 89,570 |
Operating Segments | Third-party managed services | ||
Revenues: | ||
Total revenues | 64,136 | 63,876 |
Operating expenses: | ||
Cost of operations | 60,877 | 60,099 |
Operating income | 3,259 | 3,777 |
Operating Segments | Transportation services | ||
Revenues: | ||
Total revenues | 37,096 | 38,345 |
Operating expenses: | ||
Cost of operations | 32,740 | 34,751 |
Operating income | 4,356 | 3,594 |
Operating Segments | Other | ||
Revenues: | ||
Total revenues | 2,232 | 2,403 |
Operating expenses: | ||
Cost of operations | 1,988 | 2,057 |
Operating income | 244 | 346 |
Americold Realty Operating Partnership, L.P. | ||
Revenues: | ||
Total revenues | 393,079 | 391,141 |
Operating expenses: | ||
Depreciation, depletion, and amortization | 30,096 | 29,408 |
Selling, general and administrative | 31,117 | 28,106 |
Acquisition, litigation, and other | 8,493 | 3,841 |
Impairment of long-lived assets | 12,555 | 0 |
Total operating expenses | 376,662 | 355,209 |
Operating income | 16,417 | 35,932 |
Other income (expense): | ||
Income (loss) from investments in partially owned entities | 122 | (139) |
Interest expense | (21,576) | (24,495) |
Interest income | 1,003 | 623 |
Loss on debt extinguishment and modifications | 0 | (21,385) |
Foreign currency exchange gain, net | 60 | 680 |
Other (expense) income, net | (167) | 56 |
Loss before income tax (expense) benefit | (4,141) | (8,728) |
Income tax (expense) benefit: | ||
Current | (1,548) | (1,067) |
Deferred | 1,060 | 1,156 |
Total income tax (expense) benefit | (488) | 89 |
Net loss | (4,629) | (8,639) |
General partners' interest in net loss attributable to unitholders | (4,583) | (8,553) |
Limited partners' interest in net loss attributable to unitholders | $ (46) | $ (86) |
General partner weighted average units outstanding (in shares) | 147,910 | 123,188 |
Limited partner weighted average units outstanding (in shares) | 1,494 | 1,244 |
General partners' net income (loss) per unit (in USD per share) | $ (0.03) | $ (0.07) |
Limited partners' net income (loss) per unit (in USD per share) | $ (0.03) | $ (0.07) |
Americold Realty Operating Partnership, L.P. | Operating Segments | Rent, storage, and warehouse services | ||
Revenues: | ||
Total revenues | $ 289,615 | $ 286,517 |
Operating expenses: | ||
Cost of operations | 198,796 | 196,947 |
Americold Realty Operating Partnership, L.P. | Operating Segments | Third-party managed services | ||
Revenues: | ||
Total revenues | 64,136 | 63,876 |
Operating expenses: | ||
Cost of operations | 60,877 | 60,099 |
Americold Realty Operating Partnership, L.P. | Operating Segments | Transportation services | ||
Revenues: | ||
Total revenues | 37,096 | 38,345 |
Operating expenses: | ||
Cost of operations | 32,740 | 34,751 |
Americold Realty Operating Partnership, L.P. | Operating Segments | Other | ||
Revenues: | ||
Total revenues | 2,232 | 2,403 |
Operating expenses: | ||
Cost of operations | $ 1,988 | $ 2,057 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net loss | $ (4,629) | $ (8,639) |
Other comprehensive income (loss) - net of tax: | ||
Other comprehensive loss | (969) | (938) |
Total comprehensive loss | (5,598) | (9,577) |
Americold Realty Operating Partnership, L.P. | ||
Net loss | (4,629) | (8,639) |
Other comprehensive income (loss) - net of tax: | ||
Adjustment to accrued pension liability | 524 | 499 |
Change in unrealized net gain (loss) on foreign currency | 1,221 | (1,473) |
Unrealized (loss) gain on cash flow hedge derivatives | (2,714) | 36 |
Other comprehensive loss | (969) | (938) |
Total comprehensive loss | $ (5,598) | $ (9,577) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Preferred Shares of Beneficial Interest | Common Shares of Beneficial Interest | Paid-in Capital | Accumulated Deficit and Distributions in Excess of Net Earnings | Accumulated Other Comprehensive Loss | Americold Realty Operating Partnership, L.P. | Americold Realty Operating Partnership, L.P.Accumulated Other Comprehensive Loss | Americold Realty Operating Partnership, L.P.Limited Partner | Americold Realty Operating Partnership, L.P.General Partner | Series A | Series APreferred Shares of Beneficial Interest | Series APaid-in Capital | Series AAccumulated Deficit and Distributions in Excess of Net Earnings | Series B | Series BCommon Shares of Beneficial Interest | Series BPaid-in Capital | Series BAccumulated Deficit and Distributions in Excess of Net Earnings |
Beginning balance at Dec. 31, 2017 | $ (186,924) | $ 0 | $ 694 | $ 394,082 | $ (581,470) | $ (230) | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2017 | 125 | 69,370,609 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net loss | (8,639) | (8,639) | $ (8,639) | $ (86) | $ (8,553) | |||||||||||||
Other comprehensive loss | (938) | (938) | (938) | $ (938) | ||||||||||||||
Redemption and distributions on preferred shares of beneficial interest – Series A | $ (134) | $ (133) | $ (1) | |||||||||||||||
Redemption and distributions on preferred shares of beneficial interest – Series A (in shares) | (125) | |||||||||||||||||
Distributions on preferred shares of beneficial interest – Series B | $ (1,817) | $ (1,817) | ||||||||||||||||
Distributions on common shares | (21,436) | (21,436) | ||||||||||||||||
Stock-based compensation expense (Stock Options and Restricted Stock Units) | 1,839 | 1,839 | 4,179 | $ 42 | $ 4,137 | |||||||||||||
Share-based compensation expense (modification and acceleration of equity awards) | 2,600 | 2,600 | ||||||||||||||||
Common stock issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 125,763 | |||||||||||||||||
Common stock issuance related to share-based payment plans, net of shares withheld for employee taxes | (259) | $ 1 | (260) | |||||||||||||||
Warrants exercise (in shares) | 6,426,818 | |||||||||||||||||
Warrants exercise | 0 | $ 64 | (64) | |||||||||||||||
Issuance of common shares (in shares) | 33,350,000 | |||||||||||||||||
Issuance of common shares | 484,905 | $ 334 | 484,571 | |||||||||||||||
Conversion of mezzanine Series B Preferred shares (in shares) | 33,240,258 | |||||||||||||||||
Conversion of mezzanine Series B Preferred shares | 372,791 | $ 332 | $ 372,459 | |||||||||||||||
Ending balance (in shares) at Mar. 31, 2018 | 0 | 142,513,448 | ||||||||||||||||
Ending balance at Mar. 31, 2018 | $ 641,988 | $ 0 | $ 1,425 | 1,255,094 | (613,363) | (1,168) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Distributions declared per common share of beneficial interest (in USD per share) | $ 0.1504 | |||||||||||||||||
Beginning balance (In shares) at Dec. 31, 2017 | 693,706.09 | 68,676,902.91 | ||||||||||||||||
Beginning balance at Dec. 31, 2017 | 185,870 | (230) | $ 1,860 | $ 184,240 | ||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||||
Distributions to parent | (23,389) | $ (234) | $ (23,155) | |||||||||||||||
Contributions to partners' capital (in shares) | 731,428.39 | 72,411,410.61 | ||||||||||||||||
Contributions to partners' capital | 484,905 | $ 4,849 | $ 480,056 | |||||||||||||||
Ending balance (in shares) at Mar. 31, 2018 | 1,425,134 | 141,088,314 | ||||||||||||||||
Ending balance at Mar. 31, 2018 | 641,988 | (1,168) | $ 6,431 | $ 636,725 | ||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 706,755 | $ 1,482 | 1,356,133 | (638,345) | (12,515) | 706,755 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 148,234,959 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net loss | (4,629) | (4,629) | (4,629) | (46) | (4,583) | |||||||||||||
Other comprehensive loss | (2,832) | (2,832) | (2,832) | (2,832) | ||||||||||||||
Distributions on common shares | (30,235) | (30,235) | ||||||||||||||||
Stock-based compensation expense (Stock Options and Restricted Stock Units) | 2,625 | 2,625 | 5,669 | $ 57 | $ 5,612 | |||||||||||||
Share-based compensation expense (modification and acceleration of equity awards) | 3,044 | 3,044 | ||||||||||||||||
Common stock issuance related to share-based payment plans, net of shares withheld for employee taxes (in shares) | 897,849 | |||||||||||||||||
Common stock issuance related to share-based payment plans, net of shares withheld for employee taxes | 3,974 | $ 9 | 3,965 | |||||||||||||||
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) | 680,477 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Distributions declared per common share of beneficial interest (in USD per share) | $ 0.2024 | |||||||||||||||||
Beginning balance (In shares) at Dec. 31, 2018 | 1,482,350 | 146,752,609 | ||||||||||||||||
Beginning balance at Dec. 31, 2018 | 706,755 | (12,515) | $ 7,192 | $ 712,078 | ||||||||||||||
Increase (Decrease) in Partners' Capital [Roll Forward] | ||||||||||||||||||
Distributions to parent | (30,235) | $ (302) | $ (29,933) | |||||||||||||||
Contributions to partners' capital (in shares) | 8,978.49 | 888,870.51 | ||||||||||||||||
Contributions to partners' capital | 3,974 | $ 40 | $ 3,934 | |||||||||||||||
Other | $ 1,775 | $ (88) | $ 1,863 | 1,775 | 1,863 | $ (1) | $ (87) | |||||||||||
Ending balance (in shares) at Mar. 31, 2019 | 1,491,328 | 147,641,480 | ||||||||||||||||
Ending balance at Mar. 31, 2019 | $ 680,477 | $ (13,484) | $ 6,940 | $ 687,021 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities: | ||
Net loss | $ (4,629,000) | $ (8,639,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion, and amortization | 30,096,000 | 29,408,000 |
Amortization of deferred financing costs, debt discount and pension withdrawal liability | 1,456,000 | 1,560,000 |
Amortization of above/below market leases | 38,000 | 38,000 |
Loss on debt extinguishment and modification, non-cash | 0 | 21,105,000 |
Foreign exchange gain | (60,000) | (680,000) |
(Income) loss from investments in partially owned entities | (122,000) | 139,000 |
Share-based compensation expense | 2,640,000 | 1,918,000 |
Share-based compensation expense (modification and acceleration of equity awards) | 3,044,000 | 2,600,000 |
Deferred income tax benefit | (1,060,000) | (1,156,000) |
Loss (gain) on other asset disposals | 20,000 | (137,000) |
Impairment of long-lived assets | 12,555,000 | 0 |
Provision for doubtful accounts receivable | 444,000 | 103,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (257,000) | 20,115,000 |
Accounts payable and accrued expenses | 2,039,000 | (23,810,000) |
Other | 6,808,000 | 7,683,000 |
Net cash provided by operating activities | 53,012,000 | 50,247,000 |
Investing activities: | ||
Return of investment in joint venture | 2,000,000 | 0 |
Proceeds from the sale of property, plant, and equipment | 152,000 | 352,000 |
Acquisitions of property, plant, and equipment, net of cash acquired | (35,923,000) | 0 |
Additions to property, plant, and equipment and intangible assets | (24,934,000) | (28,271,000) |
Net cash used in investing activities | (58,705,000) | (27,919,000) |
Financing activities: | ||
Distributions paid on common shares | (28,098,000) | (1,291,000) |
Proceeds from stock options exercised | 5,567,000 | 0 |
Share purchases for taxes, net of proceeds from employee share-based transactions | (1,593,000) | 0 |
Payment of underwriters' costs | 0 | (5,750,000) |
Reimbursement of underwriters' costs | 0 | 5,750,000 |
Repayment of sale-leaseback financing obligations | (740,000) | (605,000) |
Repayment of financing lease obligations | (2,616,000) | (2,374,000) |
Payment of debt issuance costs | 0 | (8,676,000) |
Repayment of term loan, mortgage notes and construction loans | (1,629,000) | (883,556,000) |
Proceeds from term loans and mortgage notes | 0 | 525,000,000 |
Net proceeds from initial public offering | 0 | 493,557,000 |
Proceeds from construction loans | 0 | 1,097,000 |
Net cash (used in) provided by financing activities | (29,109,000) | 121,201,000 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (34,802,000) | 143,529,000 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 355,000 | (230,000) |
Cash, cash equivalents and restricted cash: | ||
Beginning of period | 214,097,000 | 69,963,000 |
End of period | 179,650,000 | 213,262,000 |
Supplemental disclosures of cash flows information: | ||
Acquisition of fixed assets under financing lease obligations | 2,710,000 | 330,000 |
Acquisition of fixed assets under operating lease obligations | 4,923,000 | 0 |
Interest paid – net of amounts capitalized | 13,076,000 | 23,068,000 |
Income taxes paid – net of refunds | 1,577,000 | 1,262,000 |
Acquisition of property, plant, and equipment on accrual | 13,768,000 | 18,210,000 |
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: | ||
Total cash, cash equivalents and restricted cash | 214,097,000 | 69,963,000 |
Allocation of purchase price of property, plant and equipment to: | ||
Cash paid for acquisition of property, plant and equipment | (35,923,000) | 0 |
Series A | ||
Financing activities: | ||
Redemption and distributions paid on preferred shares of beneficial interest – Series A | 0 | (134,000) |
Series B | ||
Financing activities: | ||
Distributions paid on preferred shares of beneficial interest – Series B | 0 | (1,817,000) |
Americold Realty Operating Partnership, L.P. | ||
Operating activities: | ||
Net loss | (4,629,000) | (8,639,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion, and amortization | 30,096,000 | 29,408,000 |
Amortization of deferred financing costs, debt discount and pension withdrawal liability | 1,456,000 | 1,560,000 |
Amortization of above/below market leases | 38,000 | 38,000 |
Loss on debt extinguishment and modification, non-cash | 0 | 21,105,000 |
Foreign exchange gain | (60,000) | (680,000) |
(Income) loss from investments in partially owned entities | (122,000) | 139,000 |
Share-based compensation expense | 2,640,000 | 1,918,000 |
Share-based compensation expense (modification and acceleration of equity awards) | 3,044,000 | 2,600,000 |
Deferred income tax benefit | (1,060,000) | (1,156,000) |
Loss (gain) on other asset disposals | 20,000 | (137,000) |
Impairment of long-lived assets | 12,555,000 | 0 |
Provision for doubtful accounts receivable | 444,000 | 103,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (257,000) | 20,115,000 |
Accounts payable and accrued expenses | 2,039,000 | (23,810,000) |
Other | 6,808,000 | 7,683,000 |
Net cash provided by operating activities | 53,012,000 | 50,247,000 |
Investing activities: | ||
Return of investment in joint venture | 2,000,000 | 0 |
Proceeds from the sale of property, plant, and equipment | 152,000 | 352,000 |
Acquisitions of property, plant, and equipment, net of cash acquired | (35,923,000) | 0 |
Additions to property, plant, and equipment and intangible assets | (24,934,000) | (28,271,000) |
Net cash used in investing activities | (58,705,000) | (27,919,000) |
Financing activities: | ||
Distributions to parent | 28,098,000 | 8,992,000 |
Repayment of sale-leaseback financing obligations | (740,000) | (605,000) |
Repayment of financing lease obligations | (2,616,000) | (2,374,000) |
Payment of debt issuance costs | 0 | (8,676,000) |
Repayment of term loan, mortgage notes and construction loans | (1,629,000) | (883,556,000) |
Proceeds from term loans and mortgage notes | 0 | 525,000,000 |
Proceeds from construction loans | 0 | 1,097,000 |
General partner contributions | 3,974,000 | 499,307,000 |
Net cash (used in) provided by financing activities | (29,109,000) | 121,201,000 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (34,802,000) | 143,529,000 |
Effect of foreign currency translation on cash, cash equivalents and restricted cash | 355,000 | (230,000) |
Cash, cash equivalents and restricted cash: | ||
Beginning of period | 214,097,000 | 69,963,000 |
End of period | 179,650,000 | 213,262,000 |
Supplemental disclosures of cash flows information: | ||
Acquisition of fixed assets under financing lease obligations | 2,710,000 | 330,000 |
Acquisition of fixed assets under operating lease obligations | 4,923,000 | 0 |
Interest paid – net of amounts capitalized | 13,076,000 | 23,068,000 |
Income taxes paid – net of refunds | 1,577,000 | 1,262,000 |
Acquisition of property, plant, and equipment on accrual | 13,768,000 | 18,210,000 |
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: | ||
Total cash, cash equivalents and restricted cash | 214,097,000 | 69,963,000 |
Allocation of purchase price of property, plant and equipment to: | ||
Cash paid for acquisition of property, plant and equipment | (35,923,000) | 0 |
Pot Fresh Holdings, LLC | ||
Investing activities: | ||
Acquisitions of property, plant, and equipment, net of cash acquired | (35,923,000) | 0 |
Allocation of purchase price of property, plant and equipment to: | ||
Investments in land, building and improvements | 31,561,000 | 0 |
Machinery and equipment | 3,410,000 | 0 |
Assembled workforce | 351,000 | 0 |
Other assets | 601,000 | 0 |
Cash paid for acquisition of property, plant and equipment | (35,923,000) | 0 |
Pot Fresh Holdings, LLC | Americold Realty Operating Partnership, L.P. | ||
Investing activities: | ||
Acquisitions of property, plant, and equipment, net of cash acquired | (35,923,000) | 0 |
Allocation of purchase price of property, plant and equipment to: | ||
Investments in land, building and improvements | 31,561,000 | 0 |
Machinery and equipment | 3,410,000 | 0 |
Assembled workforce | 351,000 | 0 |
Other assets | 601,000 | 0 |
Cash paid for acquisition of property, plant and equipment | $ (35,923,000) | $ 0 |
General
General | 3 Months Ended |
Mar. 31, 2019 | |
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 99% of the common general partnership interest as of March 31, 2019 . 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 common general partnership interests as of March 31, 2019 . 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 operating partnership includes numerous qualified REIT subsidiaries (QRSs). 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 Pre-Initial Public Offering (IPO) Prior to the IPO, YF ART Holdings, a partnership among investment funds affiliated with The Yucaipa Companies (Yucaipa), Fortress Investment Group, LLC (Fortress), and affiliates of The Goldman Sachs Group, Inc. (Goldman) owned approximately 100% of the Company’s common shares of beneficial interest. In addition, affiliates of The Goldman Sachs Group, Inc. (Goldman) owned 325,000 Series B Preferred Shares, which were converted to 28,808,224 common shares in connection with the IPO. 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, 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 pursuant to our Registration Statement on Form S-11 (File No. 333-221560), as amended, which was declared effective by the SEC on January 18, 2018. The common shares were sold at an initial offering price of $16.00 per share, which generated net proceeds of approximately $493.6 million to us, after deducting underwriting fees and other offering costs of approximately $40.0 million . We primarily used the net proceeds from the IPO to repay (i) $285.1 million of indebtedness outstanding under our Senior Secured Term Loan B Facility, including $3.0 million of accrued and unpaid interest and closing expense of $0.2 million (ii) $20.9 million of indebtedness outstanding under our Clearfield, Utah and Middleboro, Massachusetts construction loans, including a nominal amount of accrued and unpaid interest; and (iii) to pay a stub period dividend totaling $3.1 million to the holders of record of our common shares, Series A Preferred Shares and Series B Preferred Shares as of January 22, 2018. Holders of the Series A Preferred Shares also received a redemption payment from the offering proceeds of $0.1 million . The remaining $184.4 million net proceeds from the IPO were used for general corporate purposes. 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 that are subject to a forward sale agreement to be settled within one year. The Company did not initially receive any proceeds from the sale of the common shares subject to the forward sale agreement that were sold by the forward purchaser or its affiliate. The Company accounts for the 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 forward sale agreement, the Company expects that the common shares issuable upon settlement of the 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 forward sale agreement 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 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 March 31, 2019 , the Company has not settled any portion of the forward sale agreement. In connection with the the follow-on public offering, YF ART Holdings GP, LLC (YF ART Holdings), a partnership among investment funds affiliated with Yucaipa, sold 16.5 million common shares, affiliates of Goldman sold approximately 9.1 million common shares, and affiliates of Fortress sold approximately 7.2 million common shares. Secondary Public Offering In March 2019, the Company completed a secondary public offering in which certain funds affiliated with YF ART Holdings and Goldman sold their remaining interest in the Company of 38,422,583 and 8,061,228 shares of common stock, 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. 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 U.S. Securities and Exchange Commission (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, 2018 , 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. Reclassifications Certain immaterial, prior period amounts have been reclassified to conform to the current period presentation on the Condensed Consolidated Statement of Operations, the Condensed Consolidated Statements of Shareholders' Equity and the Condensed Consolidated Statements of Cash Flows. The Condensed Consolidated Statement of Operations reflects the reclassification required in the prior period upon addition of a new financial statement line item described as 'Acquisition, litigation and other', which was previously classified within 'Selling, general and administrative', refer to Note 5 for further detail of this caption. The Condensed Consolidated Statements of Shareholders' Equity reflects the reclassification required in the prior period upon addition of a new financial statement line item described as 'Common stock issuance related to share-based payment plans, net of shares withheld for employee taxes', which was previously classified within 'Stock-based compensation expense (Stock Options and Restricted Stock Units)'. The Condensed Consolidated Statements of Cash Flows reflects the reclassification required in the prior period upon elimination of the financial statement line item described as 'Payment on Multi-employer pension plan withdrawal obligation' which is now classified within 'Amortization of deferred financing costs, debt discount and pension withdrawal liability'. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The following disclosure regarding certain of our significant accounting policies should be read in conjunction with Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 , which provides additional information with regard to the accounting policies set forth herein and other significant accounting policies. Impairment of Long-Lived Assets During the first quarter of 2019, the Company recorded impairment charges of $12.6 million. During the first quarter, management and the Company's Board of Trustees formally approved the "Atlanta Major Market Strategy" plan which includes the partial redevelopment of an existing warehouse facility. The partial redevelopment requires the demolition of approximately 75% of the current warehouse, which is unused. We expect the remainder of the site to continue operating as normal during the construction period. 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 . Additionally, during the first quarter the Company recorded an impairment charge of $2.9 million 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. These impaired assets were reported under the Warehouse segment, and the related impairment charges are included in the “Impairment of long-lived assets” line item of the Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 . No impairment charges were recorded during the three months ended March 31, 2018 . 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. During the three months ended March 31, 2019 and March 31, 2018 , we capitalized interest of approximately $0.8 million and $0.4 million , respectively. During the three months ended March 31, 2019 and March 31, 2018 , 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. Purchase Accounting For business combinations, the excess of cost over fair value is recorded as goodwill. In an asset acquisition, the difference between the sum of the identified tangible and intangible assets and liabilities and the total purchase price (including transactions costs) is allocated to the identified tangible and intangible assets and liabilities on a relative fair value basis. If the fair value of the real estate acquired exceeds its cost it is allocated to the acquired tangible assets, consisting primarily of land, land improvements, buildings, tenant improvements, and identified intangible assets and liabilities, consisting of the value of assembled workforce, above-market and below-market leases, value of in-place leases and acquired ground leases and in the case of a business combination, tenant relationship value, based in each case on their fair values. We make estimates of the acquisition date fair value of the tangible and intangible assets and acquired liabilities using information from multiple sources as a result of pre-acquisition due diligence, tax records and other sources. Our allocation of fair value is generally determined by third party appraisals or, in the case of land, valuations based on comparable sales. For site improvements we consider replacement costs adjusted for physical and market obsolescence. Based on these estimates, we recognize the acquired assets and liabilities at their estimated fair values. The determination of fair value involves the use of significant judgment and estimation. Lease Accounting Arrangements wherein we are the lessee: At the inception of a contract, we determine if the contract is or contains a lease. Leases are classified as either financing or operating based upon criteria within ASC 842 and a right-of-use (ROU) asset and liability are established for leases with an initial term greater than 12 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet and expense is recognized on a straight-line basis over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term, as adjusted for prepayments, incentives and initial direct costs. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The depreciable lives of assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Operating leases are included in operating lease ROU assets, accounts payable and accrued expenses and operating lease obligations on our condensed consolidated balance sheet. Finance leases assets are included in financing leases-net, accounts payable and accrued expenses and financing lease obligations on our condensed consolidated balance sheet. Arrangements wherein we are the lessor: Each new lease contract is evaluated for classification as a sales-type lease, direct financing or operating lease. A lease is a sales-type lease if any one of five criteria are met, each of which indicate the lease, in effect, transfers control of the underlying asset to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating we have transferred substantially all the risks and benefits of the underlying asset to the lessee and a third party, the lease is a direct financing lease. All leases that are not sales-type or direct financing leases are operating leases. We do not currently have sales-type or direct financing leases. For operating leases wherein we are the lessor, we assess the probability of payments at commencement of the lease contract and subsequently recognize lease income, including variable payments based on an index or rate, over the lease term on a straight-line basis. We continue to measure and disclose the underlying assets subject to operating leases based on our policies for application of ASC 360 Property, Plant and Equipment . For all asset classes we have elected to not separate the lease and non-lease components which generally relate to taxes and common area maintenance. Additionally, we elected a practical expedient to present all funds collected from lessees for sales and other similar taxes net of the related sales tax expense. Our lease contracts are structured in a manner to reduce risks associated with the residual value of leased assets. Asset Acquisitions We acquired PortFresh Holdings, LLC in an asset acquisition during the three months ended March 31, 2019 for $35.9 million . The table below reflects the purchase price allocation (in thousands): Acquisition Land Building and Improvements Machinery and Equipment Assembled Workforce Other Assets / Liabilities PortFresh Holdings, LLC $ 20,715 $ 10,846 $ 3,410 $ 351 $ 601 Total $ 20,715 $ 10,846 $ 3,410 $ 351 $ 601 Weighted average remaining intangible amortization life (in months) 34 Recently Adopted Accounting Standards Lease Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), as amended, which the Company adopted using a modified retrospective transition approach effective January 1, 2019. All leases that commenced prior to our adoption of this new standard are accounted for and disclosed in accordance with our existing policies for application of ASC 840 Leases . Accordingly, prior year amounts were not recast under the new standard. Upon adoption, we elected a package of practical expedients for expired and existing contracts whereby we will (1) not reassess our prior conclusions about lease identification, lease classification and initial direct costs, (2) continue to apply existing accounting policies for all land easements that existed or expire before the date of adoption, (3) not recognize ROU assets or liabilities for leases that qualify as short-term leases for all classes of underlying assets, and (4) not separate lease an non-lease components for all classes of underlying assets. The Company did not elect to apply the hindsight practical expedient when determining the term for our leases. The new standard requires disclosure of additional quantitative and qualitative information for lessee and lessor arrangements which has been included above in the Summary of Significant Accounting Policies and in Note 10 . Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This ASU refines and expands hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption, including adoption in an interim period, is permitted. The Company adopted ASU 2017-12 on January 1, 2019 and it did not have a material impact on our consolidated financial statements. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate ("SOFR") Overnight Index Swap ("OIS") Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. This ASU permits the use of the OIS rate based upon SOFR as a U.S. benchmark interest rate for purposes of applying hedge accounting under Topic 815. The Alternative Reference Rates Committee announced that it identified the Secured Overnight Funding Rate (SOFR) as its preferred alternative to LIBOR. The Company intends to continue to use LIBOR until its extermination date in 2021, and intends to replace LIBOR with SOFR at that time. The Company does not believe that the transition from LIBOR to SOFR will have a material impact on its financial statements. Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which more closely aligns the accounting for employee and nonemployee share-based payments. The standard will be effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted this standard on January 1, 2019, and it did not have a material impact on its consolidated financial statements. Future Adoption of 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 is currently evaluating the effect that this guidance will have on its condensed consolidated financial statements. Collaborative Arrangements In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the interaction between Topic 808 and Topic 606 . ASU 2018-18 clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer and precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. For public business entities, these amendments are effective for fiscal years beginning after December 15, 2019, and interim periods therein. The Company believes the adoption of ASU 2018-18 will not have a material effect on its consolidated financial statements. Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). This ASU introduces new guidance for the accounting for credit losses. For trade receivables, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The standard will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the impact of adopting ASU 2016-13 on its condensed consolidated financial statements. Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update eliminates step two of the goodwill impairment test, and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. For public business entities that are SEC filers, this ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is allowed for all entities as of January 1, 2017, for annual and any interim impairment tests occurring after January 1, 2017. The Company does not expect the provisions of ASU 2017-04 to have a material impact on its consolidated financial statements. 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 to have a material impact on its consolidated financial statements. |
Equity-Method Investments
Equity-Method Investments | 3 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity-Method Investments | Equity-Method Investments The Company has investments in certain ventures that are accounted for under the equity method of accounting. The following tables summarize the financial information of the Company’s largest joint ventures (CMAL and CMAH, or the China JV, as defined in our Annual Report on Form 10-K for the year ended December 31, 2018 ) for the interim periods presented. The Company has a 49% equity interest in the China JV. Three Months Ended March 31, 2019 Condensed consolidated results of operations CMAL CMAH Total (In thousands) Revenues $ 9,226 $ 3,528 $ 12,754 Operating income $ 127 $ 694 $ 821 Net income $ 183 $ 326 $ 509 Company’s income from investments in partially owned entities $ 26 $ 96 $ 122 Three Months Ended March 31, 2018 Condensed consolidated results of operations CMAL CMAH Total (In thousands) Revenues $ 9,741 $ 2,867 $ 12,608 Operating income $ 23 $ 84 $ 107 Net (loss) income $ (2 ) $ 71 $ 69 Company’s loss from investments in partially owned entities $ (121 ) $ (18 ) $ (139 ) In addition to the China JV, the Company had an investment in a joint venture accounted for under the equity-method, for which a complete return of capital totaling $2.0 million was received during the first quarter of 2019, eliminating the Company's involvement in the joint venture. |
Redeemable Preferred Shares
Redeemable Preferred Shares | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Redeemable Preferred Shares | Redeemable Preferred Shares Series A Cumulative Non-Voting Preferred Shares In January 2009, the Company issued 125 Series A Cumulative Non-Voting Preferred Shares of beneficial interest, par value $ 0.01 per share (Series A Preferred Shares) for proceeds of $ 0.1 million . The Series A Preferred Shares were redeemable by the Company at any time by notice for a price, payable in cash, equal to 100% of each share’s liquidation value of $ 1,000 , plus all accrued and unpaid dividends, plus, if applicable, a redemption premium. Holders of the Series A Preferred Shares were entitled to receive dividends semiannually at a per annum rate equal to 12.5% of the liquidation value. In 2018, in connection with the IPO, all outstanding Series A Preferred Shares were redeemed resulting in a cash payment of approximately $0.1 million , including accrued and unpaid dividends. Series B Cumulative Convertible Voting Preferred Shares During 2010, the Company’s Board of Trustees approved a series of agreements and documents that effected the conversion of 375,000 authorized and unissued preferred shares of the Company into 375,000 Series B Cumulative Convertible Voting Preferred Shares of beneficial interest, par value $0.01 per share (Series B Preferred Shares), and simultaneously authorized the sale and issuance of the 375,000 Series B Preferred Shares. On December 15, 2010, the Company issued 375,000 Series B Cumulative Convertible Voting Preferred Shares of beneficial interest, par value $0.01 per share (Series B Preferred Shares), for proceeds of $ 368.5 million . Of the total issuance, 325,000 Series B Preferred Shares were issued to affiliates of Goldman and 50,000 were issued to an affiliate of China Merchant Holdings International (CMHI), an affiliate of the majority partner in the China JV. In connection with the IPO, Goldman and CMHI converted their Series B Preferred Shares into 28,808,224 and 4,432,034 common shares of the Company, respectively, after taking into account a cash payment of approximately $1.8 million of accrued and unpaid dividends. Goldman sold 5,163,716 common shares of the Company soon after the conversion of the Series B Preferred Shares. Subsequent to the IPO, Goldman has sold its remaining shares of the Company. Refer to Note 1 for further details. 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. To the extent that a dividend exceeds both current and accumulated earnings and profits and the shareholder’s basis in the common share, it will generally be treated as a gain from the sale or exchange of that shareholder’s 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 and Series B Preferred Shares for the three months ended March 31, 2019 and 2018 . Three Months Ended March 31, 2019 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid Common Shares Series B Preferred Shares Common Shares Series B Preferred Shares (In thousands, except per share amounts) December (2018)/January $ 0.1875 $ 28,218 $ — $ 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 $ — $ 28,098 $ — (a) Declared in December 2018 and included in the $28.2 million declared, see description to the right regarding timing of payment. Three Months Ended March 31, 2018 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid Common Shares Series B Preferred Shares Common Shares Series B Preferred Shares (In thousands, except per share amounts) January (a) $ 0.0186 $ 1,291 $ 619 $ 1,291 $ 619 March/April 0.1396 20,145 — — $ 21,436 $ 1,232 Series B Preferred Shares - Fixed Dividend January (a) 1,198 1,198 Total distributions paid to holders of Series B Preferred Shares (b) $ 1,817 $ 1,817 (a) Stub period dividend paid to shareholders of record prior to the IPO. (b) Last participating and fixed dividend paid to holders of Series B Preferred Shares in connection with the conversion to common shares on the IPO date. Partners' Capital Allocations of Net Income and Net Losses to Partners The operating partnership’s net income will generally be allocated to Americold Realty Trust (the general partner) and the operating partnership’s limited partner, Americold Realty Operations Inc., in accordance with the respective percentage interests in the units issued by the Operating Partnership. Net loss will generally be allocated to the general partner and the operating partnership’s limited partners in accordance with the respective common percentage interests in the operating partnership until the limited partner’s capital is reduced to zero and any remaining net loss would be allocated to the general partner. However, in some cases, losses may be disproportionately allocated to partners who have guaranteed our debt. The allocations described above are subject to special allocations relating to depreciation deductions and to compliance with the provisions of Sections 704(b) and 704(c) of the Code, and the associated Treasury Regulations. Distributions All distributions on our units are at the discretion of Americold Realty Trust's Board of Trustees. We have declared and paid the following distributions to the Parent for the years ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 Month Declared/Paid Distributions Declared Distributions Paid (In thousands) January $ — $ 28,098 March/April $ 30,235 $ — $ 30,235 $ 28,098 Three Months Ended March 31, 2018 Month Declared/Paid Distributions Declared Distributions Paid (In thousands) January (a) $ 3,242 $ 3,242 January (b) 5,750 5,750 March/April 20,145 — $ 29,137 $ 8,992 (a) Stub period distribution paid to Parent immediately prior to the IPO. (b) Distribution was paid to Parent for payment of underwriters' costs in conjunction with the offering completed in the respective quarter, and for conversion of Series A Preferred shares in connection with the IPO. |
Acquisition, Litigation and Oth
Acquisition, Litigation and Other Special Charges | 3 Months Ended |
Mar. 31, 2019 | |
Acquisition, Litigation and Other Special Charges [Abstract] | |
Acquisition, Litigation and Other Special 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 March 31, Acquisition, litigation, and other 2019 2018 Acquisition related costs $ 1,441 $ — Litigation 910 — Other: Severance, equity award modifications and acceleration 4,293 2,600 Non-offering related equity issuance expenses 1,511 1,241 Terminated site operations costs 338 — Total other 6,142 3,841 Total acquisition, litigation, and other $ 8,493 $ 3,841 Business acquisition related costs include costs associated with transactions, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees. We also include integration costs pre- and post-acquisition that reflect work being performed to facilitate merger and acquisition integration, such as 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. Business acquisition costs of $1.4 million for the three months ended March 31, 2019 primarily consisted of non-capitalizable legal and professional fees related to acquisitions under consideration. Refer to Note 23 for further information regarding acquisitions completed subsequent to March 31, 2019. Litigation costs consist of expenses incurred in order to resolve material litigation charges. Litigation costs incurred in connection with immaterial matters from time-to-time are expensed as a component of Selling, general and administrative expense on the Condensed Consolidated Statements of Operations. Litigation costs of $0.9 million for the three months ended March 31, 2019 primarily relate to professional fees incurred in connection with ongoing potential material litigation charges. Refer to Note 17 for discussion of ongoing material litigation. No litigation costs were incurred for the three months ended March 31, 2018 relating to material litigation charges. Severance costs represent certain contractual and negotiated severance and separation costs from exited former executives, and reduction in workforce costs associated with exiting or selling non-strategic warehouses. 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 three months ended March 31, 2019, severance, equity modification and acceleration expense consists of $1.2 million of severance related to the departure of two former executives as well as $3.1 million of accelerated equity award vesting. The accelerated stock compensation charges related primarily to the resignation of a member of the Board of Trustees, which accelerated the vesting of 100,000 restricted stock units in accordance with the modified award agreement. For the three months ended March 31, 2018, equity modification expense consists of $2.6 million due to the grant made by the Board of Trustees to permit dividend equivalents to all participants in the 2010 Plan. Refer to Note 14 for further details of all equity modifications and equity acceleration. Non-offering related equity issuance expense of $1.5 million for the three months ended March 31, 2019 consists of legal fees associated with the selling shareholder's secondary public offering, 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. Non-offering related equity issuance expense of $1.2 million for the three months ended March 31, 2018 consisted of non-registration statement related costs and an Australian stamp duty tax related to the Company's IPO. Terminated site operations costs of $0.3 million for the three months ended March 31, 2019 relates to repair expenses incurred to return leased sites to their original physical state at lease inception in connection with the termination of the applicable underlying lease. These terminations were part of our strategic efforts to exit or sell non-strategic warehouses as opposed to ordinary course lease expirations. Repair and maintenance expenses associated with our ordinary course operations are reflected as operating expenses on our condensed consolidated statement of operations. No such event occurred for the three months ended March 31, 2018. |
Debt of the Company
Debt of the Company | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt of the Company | Debt of the Company In this Note 6 , the "Company" refers only to Americold Realty Trust and not to any of its subsidiaries. The Company itself does not have any indebtedness. All debt is held directly or indirectly by the operating partnership. The Company guarantees the Operating Partnership's obligations with respect to its outstanding debt as of March 31, 2019 and December 31, 2018 , as detailed in Note 7 , with the exception of the 2013 Mortgage Loans which have limited guarantees for fraud and environmental carve-outs by Americold Realty Operating Partnership, L.P. Debt of the Operating Partnership A summary of outstanding indebtedness of the operating partnership as of March 31, 2019 and December 31, 2018 is as follows (in thousands): March 31, 2019 December 31, 2018 Indebtedness Stated Maturity Date Contractual Interest Rate Effective Interest Rate as of March 31, 2019 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2013 Mortgage Loans Senior note 5/2023 3.81% 4.14% $ 186,327 $ 185,861 $ 187,957 $ 184,667 Mezzanine A 5/2023 7.38% 7.55% 70,000 69,125 70,000 67,900 Mezzanine B 5/2023 11.50% 11.75% 32,000 31,760 32,000 31,120 Total 2013 Mortgage Loans 288,327 286,746 289,957 283,687 Senior Unsecured Notes Series A 4.68% notes due 2026 1/2026 4.68% 4.77% 200,000 209,000 200,000 202,500 Series B 4.86% notes due 2029 1/2029 4.86% 4.92% 400,000 418,000 400,000 407,000 Total Senior Unsecured Notes 600,000 627,000 600,000 609,500 2018 Senior Unsecured Term Loan A Facility (1) 1/2023 L+1.45% 4.38% 475,000 477,375 475,000 472,625 Total principal amount of mortgage notes, unsecured senior notes and term loans $ 1,363,327 $ 1,391,121 $ 1,364,957 $ 1,365,812 Less: deferred financing costs (12,946 ) n/a (13,666 ) n/a Less: debt discount (261 ) n/a (277 ) n/a Total mortgage notes and term loans, net of unamortized deferred financing costs and debt discount $ 1,350,120 $ 1,391,121 $ 1,351,014 $ 1,365,812 2018 Senior Unsecured Revolving Credit Facility (1) 1/2021 L+1.45% 0.35% $ — $ — $ — $ — (1) L = one-month LIBOR. 2018 Recast Credit Facility On December 4, 2018, we entered into a recast credit agreement to, among other things, (i) increase the revolver borrowing capacity from $450 million to $800 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 5 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. The unamortized balance of Term Loan A debt issuance costs are included in "Mortgage notes, senior unsecured notes, and term loans" on the accompanying Condensed Consolidated Balance Sheets. As of March 31, 2019 , $4.9 million of unamortized debt issuance costs related to revolving credit facility is included in "Other assets" in the accompanying Condensed Consolidated Balance Sheets. Our 2018 Senior Unsecured Revolving Credit Facility is structured to include a borrowing base, which allows us to borrow against the lesser of our Senior Unsecured Term Loan A Facility balance outstanding and $800 million in revolving credit commitments, and the value of certain owned real estate assets and ground leased assets. At March 31, 2019 , the gross value of our assets included in the calculations under our 2018 Recast Credit Facility, was in excess of $3.2 billion , and had an effective borrowing base collateral value (after concentration limits and advance rates as calculated under the anticipated terms of our 2018 Recast Credit Agreement) in excess of $1.9 billion . Our 2018 Recast Credit Facility contains representations, covenants and other terms customary for a publicly traded REIT. In addition, our 2018 Recast Credit Facility 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; • a minimum borrowing base coverage ratio of greater than or equal to 1.00 to 1.00 ; • a minimum pro forma fixed charge coverage ratio of greater than or equal to 1.40 to 1.00 , which increased to 1.50 to 1.00 in the first quarter of 2018; • a minimum borrowing base debt service coverage ratio of greater than or equal to 2.00 to 1.00 ; • a minimum tangible net worth requirement of greater than or equal to $900 million plus 70% of any future net equity proceeds following the completion of the IPO transactions; and • a maximum recourse secured debt ratio of less than or equal to 20% of our total asset value. Our 2018 Recast Credit Facility is fully recourse to our operating partnership. As of March 31, 2019 , the Company was in compliance with all debt covenants. There were $29.2 million and $29.6 million letters of credit issued on the Company’s 2018 Senior Unsecured Revolving Credit Facility as of March 31, 2019 and December 31, 2018 , respectively. $200 million Senior Unsecured 4.68% Notes due 2026 and $400 million Senior Unsecured 4.86% Notes due 2029 On November 6, 2018, the Company priced a debt private placement transaction consisting of (i) $200 million senior unsecured notes with a coupon of 4.68% due January 8, 2026 (“Series A”) and (ii) $400 million senior unsecured notes with a coupon of 4.86% due January 8, 2029 (“Series B”), (collectively referred to as the “Senior Unsecured Notes”). The transaction closed on December 4, 2018. Interest will be paid on January 8 and July 8 of each year until maturity, with the first payment occurring July 8, 2019. The initial July 8, 2019 payment will include interest accrued since December 4, 2018. The notes are general unsecured senior obligations of the Company and are guaranteed by the Company and the 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 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). See below for further detail regarding the early extinguishment of debt under 2010 Mortgage Loans and ANZ Loans. The Series A and Series B senior notes and guarantee agreement includes a prepayment option executable at any time during the term of the loans. The prepayment can be either a partial payment or payment in full, as long as the partial payment is at least 5% of the outstanding principal. Any prepayment in full must include a make-whole amount, which is the discounted remaining scheduled payments due to the lender. The discount rate to be used is equal to 0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. The Company must give each lender at least 10 day’s written notice whenever it intends to prepay any portion of the debt. 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 Senior Unsecured Notes require compliance with leverage ratios, secured and unsecured indebtedness ratios, and unsecured indebtedness to qualified assets ratios. In addition, 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 minimum fixed charge coverage ratio of greater than or equal to 1.50 to 1.00; • a minimum unsecured debt service ratio of greater than or equal to 2.00 to 1.00; • a maximum total secured indebtedness ratio of less than 0.40 to 1.00 As of March 31, 2019 , 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 March 31, 2019 , the amount of restricted cash associated with the 2013 Mortgage Loans was $3.4 million . Additionally, if we do not maintain certain financial thresholds, including a debt service coverage ratio of 1.10 x, the cash generated will further be temporarily restricted and limited to the use for scheduled debt service and operating costs. The debt service coverage ratio was 1.72 x as of March 31, 2019 . 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 March 31, 2019 , the Company was in compliance with all debt covenants. Debt Covenants The Company’s Senior Unsecured Credit Facilities, the Senior Unsecured Notes, and 2013 Mortgage Loans require financial statements reporting, periodic requirements to report compliance with established thresholds and performance measurements, and affirmative and negative covenants that govern allowable business practices of the Company. The affirmative and negative covenants include continuation of insurance, maintenance of collateral, the maintenance of REIT status, and the Company’s ability to enter into certain types of transactions or exposures in the normal course of business. As of March 31, 2019 , the Company was in compliance with all debt covenants. The aggregate maturities of the Company’s total indebtedness as of March 31, 2019 , including amortization of principal amounts due under the mortgage notes for each of the next five years and thereafter, are as follows: As of March 31, 2019: (In thousands) Year 1 $ 6,557 Year 2 6,833 Year 3 7,102 Year 4 482,381 Year 5 260,454 Thereafter 600,000 Aggregate principal amount of debt 1,363,327 Less unamortized discount and deferred financing costs (13,207 ) Total debt net of unamortized discount and deferred financing costs $ 1,350,120 |
Debt of the Operating Partnersh
Debt of the Operating Partnership | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt of the Operating Partnership | Debt of the Company In this Note 6 , the "Company" refers only to Americold Realty Trust and not to any of its subsidiaries. The Company itself does not have any indebtedness. All debt is held directly or indirectly by the operating partnership. The Company guarantees the Operating Partnership's obligations with respect to its outstanding debt as of March 31, 2019 and December 31, 2018 , as detailed in Note 7 , with the exception of the 2013 Mortgage Loans which have limited guarantees for fraud and environmental carve-outs by Americold Realty Operating Partnership, L.P. Debt of the Operating Partnership A summary of outstanding indebtedness of the operating partnership as of March 31, 2019 and December 31, 2018 is as follows (in thousands): March 31, 2019 December 31, 2018 Indebtedness Stated Maturity Date Contractual Interest Rate Effective Interest Rate as of March 31, 2019 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2013 Mortgage Loans Senior note 5/2023 3.81% 4.14% $ 186,327 $ 185,861 $ 187,957 $ 184,667 Mezzanine A 5/2023 7.38% 7.55% 70,000 69,125 70,000 67,900 Mezzanine B 5/2023 11.50% 11.75% 32,000 31,760 32,000 31,120 Total 2013 Mortgage Loans 288,327 286,746 289,957 283,687 Senior Unsecured Notes Series A 4.68% notes due 2026 1/2026 4.68% 4.77% 200,000 209,000 200,000 202,500 Series B 4.86% notes due 2029 1/2029 4.86% 4.92% 400,000 418,000 400,000 407,000 Total Senior Unsecured Notes 600,000 627,000 600,000 609,500 2018 Senior Unsecured Term Loan A Facility (1) 1/2023 L+1.45% 4.38% 475,000 477,375 475,000 472,625 Total principal amount of mortgage notes, unsecured senior notes and term loans $ 1,363,327 $ 1,391,121 $ 1,364,957 $ 1,365,812 Less: deferred financing costs (12,946 ) n/a (13,666 ) n/a Less: debt discount (261 ) n/a (277 ) n/a Total mortgage notes and term loans, net of unamortized deferred financing costs and debt discount $ 1,350,120 $ 1,391,121 $ 1,351,014 $ 1,365,812 2018 Senior Unsecured Revolving Credit Facility (1) 1/2021 L+1.45% 0.35% $ — $ — $ — $ — (1) L = one-month LIBOR. 2018 Recast Credit Facility On December 4, 2018, we entered into a recast credit agreement to, among other things, (i) increase the revolver borrowing capacity from $450 million to $800 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 5 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. The unamortized balance of Term Loan A debt issuance costs are included in "Mortgage notes, senior unsecured notes, and term loans" on the accompanying Condensed Consolidated Balance Sheets. As of March 31, 2019 , $4.9 million of unamortized debt issuance costs related to revolving credit facility is included in "Other assets" in the accompanying Condensed Consolidated Balance Sheets. Our 2018 Senior Unsecured Revolving Credit Facility is structured to include a borrowing base, which allows us to borrow against the lesser of our Senior Unsecured Term Loan A Facility balance outstanding and $800 million in revolving credit commitments, and the value of certain owned real estate assets and ground leased assets. At March 31, 2019 , the gross value of our assets included in the calculations under our 2018 Recast Credit Facility, was in excess of $3.2 billion , and had an effective borrowing base collateral value (after concentration limits and advance rates as calculated under the anticipated terms of our 2018 Recast Credit Agreement) in excess of $1.9 billion . Our 2018 Recast Credit Facility contains representations, covenants and other terms customary for a publicly traded REIT. In addition, our 2018 Recast Credit Facility 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; • a minimum borrowing base coverage ratio of greater than or equal to 1.00 to 1.00 ; • a minimum pro forma fixed charge coverage ratio of greater than or equal to 1.40 to 1.00 , which increased to 1.50 to 1.00 in the first quarter of 2018; • a minimum borrowing base debt service coverage ratio of greater than or equal to 2.00 to 1.00 ; • a minimum tangible net worth requirement of greater than or equal to $900 million plus 70% of any future net equity proceeds following the completion of the IPO transactions; and • a maximum recourse secured debt ratio of less than or equal to 20% of our total asset value. Our 2018 Recast Credit Facility is fully recourse to our operating partnership. As of March 31, 2019 , the Company was in compliance with all debt covenants. There were $29.2 million and $29.6 million letters of credit issued on the Company’s 2018 Senior Unsecured Revolving Credit Facility as of March 31, 2019 and December 31, 2018 , respectively. $200 million Senior Unsecured 4.68% Notes due 2026 and $400 million Senior Unsecured 4.86% Notes due 2029 On November 6, 2018, the Company priced a debt private placement transaction consisting of (i) $200 million senior unsecured notes with a coupon of 4.68% due January 8, 2026 (“Series A”) and (ii) $400 million senior unsecured notes with a coupon of 4.86% due January 8, 2029 (“Series B”), (collectively referred to as the “Senior Unsecured Notes”). The transaction closed on December 4, 2018. Interest will be paid on January 8 and July 8 of each year until maturity, with the first payment occurring July 8, 2019. The initial July 8, 2019 payment will include interest accrued since December 4, 2018. The notes are general unsecured senior obligations of the Company and are guaranteed by the Company and the 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 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). See below for further detail regarding the early extinguishment of debt under 2010 Mortgage Loans and ANZ Loans. The Series A and Series B senior notes and guarantee agreement includes a prepayment option executable at any time during the term of the loans. The prepayment can be either a partial payment or payment in full, as long as the partial payment is at least 5% of the outstanding principal. Any prepayment in full must include a make-whole amount, which is the discounted remaining scheduled payments due to the lender. The discount rate to be used is equal to 0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. The Company must give each lender at least 10 day’s written notice whenever it intends to prepay any portion of the debt. 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 Senior Unsecured Notes require compliance with leverage ratios, secured and unsecured indebtedness ratios, and unsecured indebtedness to qualified assets ratios. In addition, 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 minimum fixed charge coverage ratio of greater than or equal to 1.50 to 1.00; • a minimum unsecured debt service ratio of greater than or equal to 2.00 to 1.00; • a maximum total secured indebtedness ratio of less than 0.40 to 1.00 As of March 31, 2019 , 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 March 31, 2019 , the amount of restricted cash associated with the 2013 Mortgage Loans was $3.4 million . Additionally, if we do not maintain certain financial thresholds, including a debt service coverage ratio of 1.10 x, the cash generated will further be temporarily restricted and limited to the use for scheduled debt service and operating costs. The debt service coverage ratio was 1.72 x as of March 31, 2019 . 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 March 31, 2019 , the Company was in compliance with all debt covenants. Debt Covenants The Company’s Senior Unsecured Credit Facilities, the Senior Unsecured Notes, and 2013 Mortgage Loans require financial statements reporting, periodic requirements to report compliance with established thresholds and performance measurements, and affirmative and negative covenants that govern allowable business practices of the Company. The affirmative and negative covenants include continuation of insurance, maintenance of collateral, the maintenance of REIT status, and the Company’s ability to enter into certain types of transactions or exposures in the normal course of business. As of March 31, 2019 , the Company was in compliance with all debt covenants. The aggregate maturities of the Company’s total indebtedness as of March 31, 2019 , including amortization of principal amounts due under the mortgage notes for each of the next five years and thereafter, are as follows: As of March 31, 2019: (In thousands) Year 1 $ 6,557 Year 2 6,833 Year 3 7,102 Year 4 482,381 Year 5 260,454 Thereafter 600,000 Aggregate principal amount of debt 1,363,327 Less unamortized discount and deferred financing costs (13,207 ) Total debt net of unamortized discount and deferred financing costs $ 1,350,120 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments The Company is subject to volatility in interest rates due to variable-rate debt. To manage this risk, the Company has entered into an interest rate swap agreement of $100 million of variable interest-rate debt, which hedges 21% of the Company's outstanding variable-rate debt as of March 31, 2019 . The agreement converts the Company’s floating-rate debt to a fixed-rate basis for the next five years, thus reducing the impact of interest rate changes on future interest expense. This agreement involves the receipt of floating-rate amounts in exchange for fixed-rate interest payments over the life of the agreement without an exchange of the underlying notional amount. The Company's objective for utilizing this derivative instrument is to reduce its exposure to fluctuations in cash flows due to changes in interest rates. The Company is subject to volatility in foreign exchange rates due to foreign-currency denominated intercompany loans between Australia and U.S. entities and the New Zealand and U.S. entities. 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 March 31, 2019 . In accordance with ASC 815, the Company designates the cross-currency swaps as cash flow hedges of future interest and principal repayments. The Company designates the interest rate swap as a cash flow hedge of variable-rate loans. The Company classifies cash inflow and outflows from derivatives within operating activities on the Condensed Consolidated Statements of Cash Flows. 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 March 31, 2019 and December 31, 2018 : Derivative Assets Derivative Liabilities March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 (In thousands) Derivatives formally designated as hedging instruments Foreign exchange contracts $ 47 $ 2,283 $ 340 $ — Interest rate contracts — — 1,406 — Total derivatives formally designated as hedging instruments $ 47 $ 2,283 $ 1,746 $ — The following tables present the amounts in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded and the effects of cash flow hedge activity on these line items for the three months ended March 31, 2019 and March 31, 2018 , including the impacts to Accumulated Other Comprehensive Income (AOCI): 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 March 31, Three Months Ended March 31, 2019 2018 2019 2018 Derivatives in cash flow hedging relationships Interest rate contracts $ (1,406 ) $ (329 ) Interest expense $ — $ 365 Foreign exchange contracts (2,576 ) $ — Foreign currency exchange gain, net 1,268 — Total designated cash flow hedges $ (3,982 ) $ (329 ) $ 1,268 $ 365 The amount of gains (losses), net of tax, related to the effective portion of derivative instruments designated as cash flow hedges included in accumulated other comprehensive loss for the three months ended March 31, 2019. Company’s derivatives have been designated as cash flow hedges; therefore, the changes in the fair value of derivatives are recognized in AOCI and are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in the same income statement line item as the earnings effect of the hedged item. The Company classifies cash inflows and outflows from derivatives within operating activities on the statement of cash flows. Amounts reclassified from AOCI into earnings related to realized gains and losses on the interest rate swap are recognized when payments or receipts occur related to the swap contracts, which correspond to when interest payments are made on the Company’s hedged debt. Amounts reclassified from AOCI into earnings related to realized gains and losses on foreign exchange rate swaps are recognized on each remeasurement date and the impact is recorded through foreign currency exchange gain (loss), net. Refer to Note 18 for additional details regarding the impact of the Company’s derivatives on AOCI for the three months ended March 31, 2019 and March 31, 2018 . |
Sale-Leasebacks of Real Estate
Sale-Leasebacks of Real Estate | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018 are as follows: Maturity Interest Rate as of March 31, 2019 March 31, 2019 December 31, 2018 (In thousands) 1 warehouse – 2010 7/2030 10.34% $ 19,205 $ 19,265 11 warehouses – 2007 9/2027 7.00%-19.59% 98,976 99,655 Total sale-leaseback financing obligations $ 118,181 $ 118,920 |
Lease Accounting
Lease Accounting | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease Accounting | Lease Accounting Arrangements wherein we are the lessee: We have operating and finance leases for land, warehouses, offices, vehicles, and equipment with remaining lease terms ranging from 1 to 34 years. Many of our leases include one or more options to extend the lease term from 1 to 10 years that may be exercised at our sole discretion. Additionally, many of our leases for vehicles and equipment include options to purchase the underlying asset at or before expiration of the lease agreement. Rental payments are generally fixed over the term of the lease agreement with the exception of certain equipment leases for which the rental payment may vary based on usage of the asset. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of March 31, 2019 , the rights and obligations with respect to leases which have been signed but have not yet commenced are not material to our financial position or results of operations. The components of lease expense were as follows: Three Months Ended March 31, 2019 (In thousands) Components of lease expense: Operating lease cost (a) $ 8,075 Financing lease cost: Depreciation 2,256 Interest on lease liabilities 650 Sublease income (b) (122 ) Net lease expense $ 10,859 (a) Includes short-term lease and variable lease costs, which are immaterial. (b) Sublease income relates to two warehouses in the U.S. and New Zealand. Other information related to leases is as follows: Three Months Ended March 31, 2019 (In thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (7,360 ) Operating cash flows from finance leases (650 ) Financing cash flows from finance leases (2,616 ) Right-of-use assets obtained in exchange for lease obligations Operating leases 4,923 Finance leases $ 2,710 Weighted-average remaining lease term (years) Operating leases 6.0 Finance leases 4.8 Weighted-average discount rate Operating leases 4.0 % Finance leases 6.4 % Future minimum lease payments under non-cancellable leases as of March 31, 2019 were as follows: Years ending December 31, Operating Lease Payments Finance Lease Payments Total Lease Payments (In thousands) 2019 (excluding 3 months ended March 31, 2019) $ 19,653 $ 9,730 $ 29,383 2020 22,476 12,380 34,856 2021 14,134 11,101 25,235 2022 9,487 5,902 15,389 2023 7,863 3,153 11,016 Thereafter 18,764 6,341 25,105 Total future minimum lease payments 92,377 48,607 140,984 Less: Interest (11,925 ) (7,712 ) (19,637 ) Total future minimum lease payments less interest $ 80,452 $ 40,895 $ 121,347 Reported as of March 31, 2019 Accounts payable and accrued expenses $ 195 $ 7 $ 202 Operating lease obligations 80,257 — 80,257 Finance lease obligations — 40,888 40,888 Total lease obligations $ 80,452 $ 40,895 $ 121,347 |
Lease Accounting | Lease Accounting Arrangements wherein we are the lessee: We have operating and finance leases for land, warehouses, offices, vehicles, and equipment with remaining lease terms ranging from 1 to 34 years. Many of our leases include one or more options to extend the lease term from 1 to 10 years that may be exercised at our sole discretion. Additionally, many of our leases for vehicles and equipment include options to purchase the underlying asset at or before expiration of the lease agreement. Rental payments are generally fixed over the term of the lease agreement with the exception of certain equipment leases for which the rental payment may vary based on usage of the asset. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of March 31, 2019 , the rights and obligations with respect to leases which have been signed but have not yet commenced are not material to our financial position or results of operations. The components of lease expense were as follows: Three Months Ended March 31, 2019 (In thousands) Components of lease expense: Operating lease cost (a) $ 8,075 Financing lease cost: Depreciation 2,256 Interest on lease liabilities 650 Sublease income (b) (122 ) Net lease expense $ 10,859 (a) Includes short-term lease and variable lease costs, which are immaterial. (b) Sublease income relates to two warehouses in the U.S. and New Zealand. Other information related to leases is as follows: Three Months Ended March 31, 2019 (In thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (7,360 ) Operating cash flows from finance leases (650 ) Financing cash flows from finance leases (2,616 ) Right-of-use assets obtained in exchange for lease obligations Operating leases 4,923 Finance leases $ 2,710 Weighted-average remaining lease term (years) Operating leases 6.0 Finance leases 4.8 Weighted-average discount rate Operating leases 4.0 % Finance leases 6.4 % Future minimum lease payments under non-cancellable leases as of March 31, 2019 were as follows: Years ending December 31, Operating Lease Payments Finance Lease Payments Total Lease Payments (In thousands) 2019 (excluding 3 months ended March 31, 2019) $ 19,653 $ 9,730 $ 29,383 2020 22,476 12,380 34,856 2021 14,134 11,101 25,235 2022 9,487 5,902 15,389 2023 7,863 3,153 11,016 Thereafter 18,764 6,341 25,105 Total future minimum lease payments 92,377 48,607 140,984 Less: Interest (11,925 ) (7,712 ) (19,637 ) Total future minimum lease payments less interest $ 80,452 $ 40,895 $ 121,347 Reported as of March 31, 2019 Accounts payable and accrued expenses $ 195 $ 7 $ 202 Operating lease obligations 80,257 — 80,257 Finance lease obligations — 40,888 40,888 Total lease obligations $ 80,452 $ 40,895 $ 121,347 |
Lease Accounting | Lease Accounting Arrangements wherein we are the lessee: We have operating and finance leases for land, warehouses, offices, vehicles, and equipment with remaining lease terms ranging from 1 to 34 years. Many of our leases include one or more options to extend the lease term from 1 to 10 years that may be exercised at our sole discretion. Additionally, many of our leases for vehicles and equipment include options to purchase the underlying asset at or before expiration of the lease agreement. Rental payments are generally fixed over the term of the lease agreement with the exception of certain equipment leases for which the rental payment may vary based on usage of the asset. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of March 31, 2019 , the rights and obligations with respect to leases which have been signed but have not yet commenced are not material to our financial position or results of operations. The components of lease expense were as follows: Three Months Ended March 31, 2019 (In thousands) Components of lease expense: Operating lease cost (a) $ 8,075 Financing lease cost: Depreciation 2,256 Interest on lease liabilities 650 Sublease income (b) (122 ) Net lease expense $ 10,859 (a) Includes short-term lease and variable lease costs, which are immaterial. (b) Sublease income relates to two warehouses in the U.S. and New Zealand. Other information related to leases is as follows: Three Months Ended March 31, 2019 (In thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (7,360 ) Operating cash flows from finance leases (650 ) Financing cash flows from finance leases (2,616 ) Right-of-use assets obtained in exchange for lease obligations Operating leases 4,923 Finance leases $ 2,710 Weighted-average remaining lease term (years) Operating leases 6.0 Finance leases 4.8 Weighted-average discount rate Operating leases 4.0 % Finance leases 6.4 % Future minimum lease payments under non-cancellable leases as of March 31, 2019 were as follows: Years ending December 31, Operating Lease Payments Finance Lease Payments Total Lease Payments (In thousands) 2019 (excluding 3 months ended March 31, 2019) $ 19,653 $ 9,730 $ 29,383 2020 22,476 12,380 34,856 2021 14,134 11,101 25,235 2022 9,487 5,902 15,389 2023 7,863 3,153 11,016 Thereafter 18,764 6,341 25,105 Total future minimum lease payments 92,377 48,607 140,984 Less: Interest (11,925 ) (7,712 ) (19,637 ) Total future minimum lease payments less interest $ 80,452 $ 40,895 $ 121,347 Reported as of March 31, 2019 Accounts payable and accrued expenses $ 195 $ 7 $ 202 Operating lease obligations 80,257 — 80,257 Finance lease obligations — 40,888 40,888 Total lease obligations $ 80,452 $ 40,895 $ 121,347 Arrangements wherein we are the lessor: We receive lease income as the lessor for certain buildings and warehouses or space within a warehouse. The remaining term on existing leases ranges from 1 to 10 years. Lease income is generally fixed over the duration of the contract and each lease contract contains clauses permitting extension or termination. Lease incentives and options for purchase of the leased asset by the lessee are generally not included. The Company is party to operating leases only and currently does not have sales-type or direct financing leases. Lease income is included within “Rent, Storage, and Warehouse Services Revenue” in the Condensed Consolidated Statements of Operations as denoted in Note 22 Revenues from Contracts with Customers . Property, plant and equipment underlying operating leases is included in “Land and Buildings and improvements” on the Condensed Consolidated Balance Sheets. The gross value and net value of these assets was $368.6 million and $327.4 million , for Land and Buildings and improvements as of March 31, 2019 . Depreciation expense for such assets was $4.8 million for the three months ended March 31, 2019. Future minimum lease payments as of March 31, 2019 were as follows (in thousands): Operating Leases Year ending December 31, 2019 (excluding 3 months ended March 31, 2019) $ 10,819 2020 11,507 2021 8,826 2022 7,669 2023 6,375 Thereafter 17,974 Total $ 63,170 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
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, term loan and senior unsecured notes are reported at their aggregate principal amount less unamortized original issue discount and 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, term loans and senior unsecured notes 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 of the collateral asset. The Company’s financial assets and liabilities recorded at fair value on a recurring basis include certain investments included in cash equivalent money market funds and restricted cash assets. The Company’s cash equivalent money market funds and restricted cash assets are valued at quoted market prices in active markets for identical assets (Level 1), which the Company receives from the financial institutions that hold such investments on its behalf. The fair value hierarchy discussed above is also applicable to the Company’s pension and other post-retirement plans. The Company uses the fair value hierarchy to measure the fair value of assets held by various plans. The Company recognizes transfers between levels within the hierarchy as of the beginning of the reporting period. There were no transfers between levels within the hierarchy as of March 31, 2019 and December 31, 2018 , respectively. The Company’s assets and liabilities measured or disclosed at fair value are as follows: Fair Value Fair Value Hierarchy March 31, 2019 December 31, 2018 (In thousands) Measured at fair value on a recurring basis: Cash and cash equivalents Level 1 $ 172,838 $ 208,078 Restricted cash Level 1 6,812 6,019 Interest rate swap liability Level 2 1,406 — Cross-currency swap asset Level 2 47 2,283 Cross-currency swap liability Level 2 340 — Measured at fair value on a non-recurring basis: Long-lived assets written down at March 31, 2019: Property, plant and equipment Level 3 $ 9,080 $ — Disclosed at fair value: Mortgage notes, term loans and senior unsecured notes (1) Level 3 $ 1,391,121 $ 1,365,812 (1) The carrying value of mortgage notes, term loans and senior unsecured notes is disclosed in Note 7 . |
Dividends and Distributions
Dividends and Distributions | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Dividends and Distributions | Redeemable Preferred Shares Series A Cumulative Non-Voting Preferred Shares In January 2009, the Company issued 125 Series A Cumulative Non-Voting Preferred Shares of beneficial interest, par value $ 0.01 per share (Series A Preferred Shares) for proceeds of $ 0.1 million . The Series A Preferred Shares were redeemable by the Company at any time by notice for a price, payable in cash, equal to 100% of each share’s liquidation value of $ 1,000 , plus all accrued and unpaid dividends, plus, if applicable, a redemption premium. Holders of the Series A Preferred Shares were entitled to receive dividends semiannually at a per annum rate equal to 12.5% of the liquidation value. In 2018, in connection with the IPO, all outstanding Series A Preferred Shares were redeemed resulting in a cash payment of approximately $0.1 million , including accrued and unpaid dividends. Series B Cumulative Convertible Voting Preferred Shares During 2010, the Company’s Board of Trustees approved a series of agreements and documents that effected the conversion of 375,000 authorized and unissued preferred shares of the Company into 375,000 Series B Cumulative Convertible Voting Preferred Shares of beneficial interest, par value $0.01 per share (Series B Preferred Shares), and simultaneously authorized the sale and issuance of the 375,000 Series B Preferred Shares. On December 15, 2010, the Company issued 375,000 Series B Cumulative Convertible Voting Preferred Shares of beneficial interest, par value $0.01 per share (Series B Preferred Shares), for proceeds of $ 368.5 million . Of the total issuance, 325,000 Series B Preferred Shares were issued to affiliates of Goldman and 50,000 were issued to an affiliate of China Merchant Holdings International (CMHI), an affiliate of the majority partner in the China JV. In connection with the IPO, Goldman and CMHI converted their Series B Preferred Shares into 28,808,224 and 4,432,034 common shares of the Company, respectively, after taking into account a cash payment of approximately $1.8 million of accrued and unpaid dividends. Goldman sold 5,163,716 common shares of the Company soon after the conversion of the Series B Preferred Shares. Subsequent to the IPO, Goldman has sold its remaining shares of the Company. Refer to Note 1 for further details. 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. To the extent that a dividend exceeds both current and accumulated earnings and profits and the shareholder’s basis in the common share, it will generally be treated as a gain from the sale or exchange of that shareholder’s 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 and Series B Preferred Shares for the three months ended March 31, 2019 and 2018 . Three Months Ended March 31, 2019 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid Common Shares Series B Preferred Shares Common Shares Series B Preferred Shares (In thousands, except per share amounts) December (2018)/January $ 0.1875 $ 28,218 $ — $ 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 $ — $ 28,098 $ — (a) Declared in December 2018 and included in the $28.2 million declared, see description to the right regarding timing of payment. Three Months Ended March 31, 2018 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid Common Shares Series B Preferred Shares Common Shares Series B Preferred Shares (In thousands, except per share amounts) January (a) $ 0.0186 $ 1,291 $ 619 $ 1,291 $ 619 March/April 0.1396 20,145 — — $ 21,436 $ 1,232 Series B Preferred Shares - Fixed Dividend January (a) 1,198 1,198 Total distributions paid to holders of Series B Preferred Shares (b) $ 1,817 $ 1,817 (a) Stub period dividend paid to shareholders of record prior to the IPO. (b) Last participating and fixed dividend paid to holders of Series B Preferred Shares in connection with the conversion to common shares on the IPO date. Partners' Capital Allocations of Net Income and Net Losses to Partners The operating partnership’s net income will generally be allocated to Americold Realty Trust (the general partner) and the operating partnership’s limited partner, Americold Realty Operations Inc., in accordance with the respective percentage interests in the units issued by the Operating Partnership. Net loss will generally be allocated to the general partner and the operating partnership’s limited partners in accordance with the respective common percentage interests in the operating partnership until the limited partner’s capital is reduced to zero and any remaining net loss would be allocated to the general partner. However, in some cases, losses may be disproportionately allocated to partners who have guaranteed our debt. The allocations described above are subject to special allocations relating to depreciation deductions and to compliance with the provisions of Sections 704(b) and 704(c) of the Code, and the associated Treasury Regulations. Distributions All distributions on our units are at the discretion of Americold Realty Trust's Board of Trustees. We have declared and paid the following distributions to the Parent for the years ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 Month Declared/Paid Distributions Declared Distributions Paid (In thousands) January $ — $ 28,098 March/April $ 30,235 $ — $ 30,235 $ 28,098 Three Months Ended March 31, 2018 Month Declared/Paid Distributions Declared Distributions Paid (In thousands) January (a) $ 3,242 $ 3,242 January (b) 5,750 5,750 March/April 20,145 — $ 29,137 $ 8,992 (a) Stub period distribution paid to Parent immediately prior to the IPO. (b) Distribution was paid to Parent for payment of underwriters' costs in conjunction with the offering completed in the respective quarter, and for conversion of Series A Preferred shares in connection with the IPO. |
Partners Capital
Partners Capital | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Dividends and Distributions | Redeemable Preferred Shares Series A Cumulative Non-Voting Preferred Shares In January 2009, the Company issued 125 Series A Cumulative Non-Voting Preferred Shares of beneficial interest, par value $ 0.01 per share (Series A Preferred Shares) for proceeds of $ 0.1 million . The Series A Preferred Shares were redeemable by the Company at any time by notice for a price, payable in cash, equal to 100% of each share’s liquidation value of $ 1,000 , plus all accrued and unpaid dividends, plus, if applicable, a redemption premium. Holders of the Series A Preferred Shares were entitled to receive dividends semiannually at a per annum rate equal to 12.5% of the liquidation value. In 2018, in connection with the IPO, all outstanding Series A Preferred Shares were redeemed resulting in a cash payment of approximately $0.1 million , including accrued and unpaid dividends. Series B Cumulative Convertible Voting Preferred Shares During 2010, the Company’s Board of Trustees approved a series of agreements and documents that effected the conversion of 375,000 authorized and unissued preferred shares of the Company into 375,000 Series B Cumulative Convertible Voting Preferred Shares of beneficial interest, par value $0.01 per share (Series B Preferred Shares), and simultaneously authorized the sale and issuance of the 375,000 Series B Preferred Shares. On December 15, 2010, the Company issued 375,000 Series B Cumulative Convertible Voting Preferred Shares of beneficial interest, par value $0.01 per share (Series B Preferred Shares), for proceeds of $ 368.5 million . Of the total issuance, 325,000 Series B Preferred Shares were issued to affiliates of Goldman and 50,000 were issued to an affiliate of China Merchant Holdings International (CMHI), an affiliate of the majority partner in the China JV. In connection with the IPO, Goldman and CMHI converted their Series B Preferred Shares into 28,808,224 and 4,432,034 common shares of the Company, respectively, after taking into account a cash payment of approximately $1.8 million of accrued and unpaid dividends. Goldman sold 5,163,716 common shares of the Company soon after the conversion of the Series B Preferred Shares. Subsequent to the IPO, Goldman has sold its remaining shares of the Company. Refer to Note 1 for further details. 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. To the extent that a dividend exceeds both current and accumulated earnings and profits and the shareholder’s basis in the common share, it will generally be treated as a gain from the sale or exchange of that shareholder’s 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 and Series B Preferred Shares for the three months ended March 31, 2019 and 2018 . Three Months Ended March 31, 2019 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid Common Shares Series B Preferred Shares Common Shares Series B Preferred Shares (In thousands, except per share amounts) December (2018)/January $ 0.1875 $ 28,218 $ — $ 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 $ — $ 28,098 $ — (a) Declared in December 2018 and included in the $28.2 million declared, see description to the right regarding timing of payment. Three Months Ended March 31, 2018 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid Common Shares Series B Preferred Shares Common Shares Series B Preferred Shares (In thousands, except per share amounts) January (a) $ 0.0186 $ 1,291 $ 619 $ 1,291 $ 619 March/April 0.1396 20,145 — — $ 21,436 $ 1,232 Series B Preferred Shares - Fixed Dividend January (a) 1,198 1,198 Total distributions paid to holders of Series B Preferred Shares (b) $ 1,817 $ 1,817 (a) Stub period dividend paid to shareholders of record prior to the IPO. (b) Last participating and fixed dividend paid to holders of Series B Preferred Shares in connection with the conversion to common shares on the IPO date. Partners' Capital Allocations of Net Income and Net Losses to Partners The operating partnership’s net income will generally be allocated to Americold Realty Trust (the general partner) and the operating partnership’s limited partner, Americold Realty Operations Inc., in accordance with the respective percentage interests in the units issued by the Operating Partnership. Net loss will generally be allocated to the general partner and the operating partnership’s limited partners in accordance with the respective common percentage interests in the operating partnership until the limited partner’s capital is reduced to zero and any remaining net loss would be allocated to the general partner. However, in some cases, losses may be disproportionately allocated to partners who have guaranteed our debt. The allocations described above are subject to special allocations relating to depreciation deductions and to compliance with the provisions of Sections 704(b) and 704(c) of the Code, and the associated Treasury Regulations. Distributions All distributions on our units are at the discretion of Americold Realty Trust's Board of Trustees. We have declared and paid the following distributions to the Parent for the years ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 Month Declared/Paid Distributions Declared Distributions Paid (In thousands) January $ — $ 28,098 March/April $ 30,235 $ — $ 30,235 $ 28,098 Three Months Ended March 31, 2018 Month Declared/Paid Distributions Declared Distributions Paid (In thousands) January (a) $ 3,242 $ 3,242 January (b) 5,750 5,750 March/April 20,145 — $ 29,137 $ 8,992 (a) Stub period distribution paid to Parent immediately prior to the IPO. (b) Distribution was paid to Parent for payment of underwriters' costs in conjunction with the offering completed in the respective quarter, and for conversion of Series A Preferred shares in connection with the IPO. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [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 and 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 stock-based compensation charges were $5.7 million and $4.5 million during the three months ended March 31, 2019 and 2018 , respectively. Approximately $2.6 million and $1.9 million of these charges were considered routine stock compensation expense, and were included as a component of “Selling, general and administrative” expense on the accompanying Condensed Consolidated Statements of Operations during the three months ended March 31, 2019 and 2018, respectively. Approximately $3.1 million was recorded during the three months ended March 31, 2019 due to accelerated vesting of awards outstanding to former executives and an equity award modification upon trustee resignation, and were included as a component of “Acquisition, litigation, and other” expense on the accompanying Condensed Consolidated Statements of Operations. Approximately $2.6 million was recorded during the three months ended March 31, 2018 to modify restricted stock units, and were included as a component of “Acquisition, litigation, and other” expense on the accompanying Condensed Consolidated Statements of Operations. 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 March 31, 2019 , there was $35.8 million of unrecognized stock‑based compensation expense related to stock options and restricted stock units, which will be recognized over a weighted-average period of 2.6 years. Americold Realty Trust 2008 and 2010 Equity Incentive Plans During December 2008, the Company and the common shareholders approved the Americold Realty Trust 2008 Equity Incentive Plan (2008 Plan), whereby the Company issued either stock options or stock appreciation rights based upon a reserved pool of 4,900,025 common shares. The only active awards remaining under the 2008 Plan were exercised during 2018. No additional awards may be granted under the 2008 Plan. 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 accrued are paid upon the vesting of the awards, and for awards that are forfeited during the vesting period no dividend equivalents will be paid. Certain restricted stock units issued in connection with the IPO to retain key employees of the Company have the right to receive nonforfeitable dividend equivalent distributions on unvested units. As of March 31, 2019 , the Company accrued $0.6 million of dividend equivalents on unvested units payable to employees and non-employee trustees. Modification of Restricted Stock Units and Accelerated Vesting of Awards On January 4, 2018, the Company’s Board of Trustees approved the modification of awards to allow the grant of dividend equivalents to all participants in the 2010 Plan with respect to any and all vested restricted stock units of the Company that have not been settled pursuant to the 2010 Plan. On the same day, the Company’s Board of Trustees resolved that no further awards may be granted under the 2010 Plan after the approval of the 2017 Plan. As a result, the Company recognized stock-based compensation expense of $2.6 million to reflect the change in fair value associated with the modification of the dividend equivalents rights of the outstanding equity awards under the 2010 Plan. This expense is included in the aggregate stock-based compensation charge for the three months ended March 31, 2018. 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-based restricted stock unit awards vest upon the achievement of the performance target. The following table summarizes restricted stock unit grants under the 2017 Plan during the three months ended March 31, 2019 and 2018 , respectively: Three Months Ended March 31, Grantee Type # of Vesting Grant Date 2019 Trustee group 12,285 1 year $ 375 2019 Employee group 455,504 1-3 years $ 15,169 2018 Trustee group 373,438 1-3 years $ 5,975 2018 Employee group 897,125 2-4 years $ 12,677 Of the restricted stock units granted for the three months ended March 31, 2019 , (i) 12,285 were time-based 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) 222,937 were time-based restricted stock units with various vesting periods ranging from one to three years issued to certain employees and (iii) 232,567 were market-based restricted stock units with a three -year vesting period issued to certain employees. The vesting of such market-based awards will be determined based on Americold Realty Trust's TSR relative to the MSCI US REIT Index, or RMS, computed for the performance period that began January 1, 2019 and will end December 31, 2021. Of the restricted stock units granted for the three months ended March 31, 2018 , (i) 331,250 were time-based restricted stock units with a three -year vesting period issued to non-employee trustees in connection with the IPO, (ii) 42,188 were time-based restricted stock units with a one year vesting period issued to non-employee trustees as part of their annual compensation, (iii) 398,125 were time-based restricted stock units with various vesting periods ranging from two to four years issued to certain employees and and (iv) 499,000 were market-based restricted stock units issued to certain employees. The vesting of such market-based awards will be determined based on the Company's "total shareholder return", as described in the agreement granting such awards, computed for the performance period that began January 18, 2018 and will end December 31, 2020. The following table provides a summary of restricted stock awards activity under the 2010 and 2017 Plans as of March 31, 2019 : Three Months Ended March 31, 2019 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 Aggregate Intrinsic Value (in millions) Non-vested as of December 31, 2018 1,028,256 $ 26.3 71,428 $ 1.8 587,500 $ 15.0 Granted 235,222 — 232,567 Vested (1) (359,901 ) (14,286 ) — Forfeited (119,792 ) — (33,918 ) Non-vested as of March 31, 2019 783,785 $ 23.9 57,142 $ 1.7 786,149 $ 24.0 (1) For certain vested restricted stock units, common shares shall not be issued until 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 the 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 amount of vested restricted stock units was 627,890 as of March 31, 2019 and had a related aggregate intrinsic value of $19.2 million at $30.51 per unit. The weighted average grant-date fair value of restricted stock units granted during three months ended March 31, 2019 was $33.23 per unit, for vested restricted stock units was $15.89 , for forfeited restricted stock units was $15.43 , and non-vested restricted stock units was $22.13 per unit. Market Performance-Based Restricted Stock Units During the three months ended March 31, 2019 , the Compensation Committee of the Board of Trustees approved the annual grant of market performance-based restricted stock units under the 2017 Plan to employees of the Company. The awards, which were determined to contain a market condition, utilize total shareholder return (TSR) over a three-year measurement period as the market performance metric. Awards will vest based on the Company's TSR relative to the MSCI US REIT Index (RMS) over a three-year market performance period, or the Market Performance Period, commencing in January 1, 2019 and ending on December 31, 2021, as applicable (or, if earlier, ending on the date on which a change in control of the Company occurs), subject to continued services. Vesting with respect to the market condition is measured based on the difference between the Company’s TSR percentage and the TSR percentage of the RMS, or the RMS Relative Market Performance. In the event that the RMS Relative Market Performance during the Market Performance Period is achieved at the “threshold,” “target” or “high” level as set forth below, the awards will become vested as to the market condition with respect to the percentage of RSUs, as applicable, set forth below: Performance Level Thresholds RMS Relative Market Performance High Level above 75 th percentile 200% Target Level 55 th percentile 100% Threshold Level 33 th percentile 50% Below Threshold Level below 30 th percentile 0% If the RMS Relative Market Performance falls between the levels specified above, the percentage of the award that will vest with respect to the market condition will be determined using straight-line linear interpolation between such levels. Market performance-based restricted units granted during the three months ended March 31, 2018, which were determined to contain a market condition, utilize absolute TSR over a three-year measurement period as the market performance metric. Awards will vest based on the Company’s TSR relative to the percentage appreciation (rounded to the nearest tenth of a percent), in the value per share of the Company's stock during the performance period, over a three-year market performance period, commencing on January 18, 2018 and ending on December 31, 2020 (or, if earlier, ending on the date on which a change in control of the Company occurs), subject to continued services. In the event that the TSR upon completion of the market performance period is achieved at the “minimum,” “target” or “maximum” level as set forth below, the awards will become vested as to the market condition with respect to the percentage RSUs, as applicable, set forth below: Performance Level Thresholds TSR Market Performance Percentage Maximum 12% 150% of Target Award Target 10% 100% of Target Award Minimum 8% 50% of Target Award In the event TSR falls between 8% and 10% , TSR shall be determined using a straight line linear interpolation between 50% and 100% and in the event it falls between 10% and 12% , TSR shall be determined using a straight line linear interpolation between 100% and 150% . In the event that the Company’s TSR does not meet 50% of the Target Award (i.e., the minimum threshold listed above), the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the participant under the agreement. In no event will the number of RSUs that vest pursuant to the agreement exceed 150% of the Target Award. The fair values of the market-performance awards were measured using a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied. The Company’s achievement of the market vesting condition is contingent on its TSR over a three-year market performance period, relative to the previously defined metrics. Monte Carlo simulation is well-accepted for pricing market based awards, where the number of shares that will vest depends on the future stock price movements. For each simulated path, the TSR is calculated at the end of the performance period and determines the vesting percentage based on achievement of the performance target. Upon achieving the minimum performance target, RSUs will vest on the date and their payout will be the stock price at the time of vesting multiplied by the vesting percentage, plus cumulative dividends paid; then discounted at the future payout of vested RSUs to the valuation date by the risk free rate. The fair value of the RSUs is the average discounted payout across all simulation paths. Assumptions used in the valuations are summarized by grant date as follows: Award Date Expected Stock Price Volatility Risk-Free Interest Rate Dividend Yield 2/26/2018 30% 2.35% 4.70% 4/2/2018 30% 2.34% 4.04% 7/1/2018 30% 2.58% 3.41% 10/1/2018 25% 2.85% 3.01% 3/8/2019 22% 2.43% 2.70% 3/15/2019 22% 2.40% 2.62% Stock Options Activity The following tables provide a summary of option activity for the three months ended March 31, 2019 and 2018 , respectively: Options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Terms (Years) Outstanding as of December 31, 2018 2,355,787 $ 9.81 5.4 Granted — — Exercised (607,374 ) 9.81 Forfeited or expired (173,000 ) 9.81 Outstanding as of March 31, 2019 1,575,413 9.81 5.7 Exercisable as of March 31, 2019 1,350,316 $ 9.81 5.5 Outstanding as of December 31, 2017 5,477,617 $ 9.72 6.0 Granted — — Exercised (95,000 ) 7.85 Forfeited or expired (70,000 ) 9.81 Outstanding as of March 31, 2018 5,312,617 9.76 5.8 Exercisable as of March 31, 2018 3,665,864 $ 9.73 4.9 The total fair value at grant date of stock option awards that vested during the three months ended March 31, 2019 and 2018 was approximately $0.1 million and $0.3 million , respectively. The total intrinsic value of options exercised for the three months ended March 31, 2019 and 2018, was $11.0 million and $1.0 million , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
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 $0.5 million and an income tax benefit of approximately $0.1 million for the three months ended March 31, 2019 and 2018 , 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 significant portion of those earnings is permanently reinvested. 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 had liabilities of $0.4 million recorded for uncertain tax positions as of March 31, 2019 and December 31, 2018. The Company recognizes interest and penalties related to unrecognized tax positions in income tax expense. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The components of net period benefit cost for the three months ended March 31, 2019 and 2018 are as follows: Three Months Ended March 31, 2019 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 20 $ 20 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 — — — 7 7 Net pension benefit cost $ 334 $ 158 $ 5 $ 21 $ 518 Three Months Ended March 31, 2018 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ 8 $ 19 $ — $ 58 $ 85 Interest cost 354 300 5 27 686 Expected return on plan assets (512 ) (342 ) — (45 ) (899 ) Amortization of net loss 311 179 — — 490 Amortization of prior service cost — 0 — 8 8 Net pension benefit cost $ 161 $ 156 $ 5 $ 48 $ 370 The service cost component of defined benefit pension cost and postretirement benefit cost are reported within sales, general, and administration and all other components of net period benefit cost are presented in other (expense) income, net on the consolidated statements of operations. The Company expects to contribute an aggregate of $2.5 million to all plans in 2019. 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. Details on multi-employer benefit plans can be found in the Annual Report on Form 10-K for the year ended December 31, 2018 . The New England Teamsters & Trucking Industry Multi-Employer Fund (Fund) was grossly underfunded in accordance with Employee Retirement Income Security Act of 1974 (ERISA) funding standards and, therefore, ERISA required the Fund to develop a Rehabilitation Plan, creating a new fund that minimizes the pension withdrawal liability. As a result, current employers participating in the Fund were given the opportunity to exit the Fund and convert to a new fund. The Company took the option to exit the Fund and convert to the new fund. The Company’s portion of the unfunded liability, estimated at $ 13.7 million , will be repaid in equal monthly installments of approximately $ 38,000 over 30 years, interest free. Under the relevant U.S. GAAP standard, a participating employer withdrawing from a multi-employer plan should account for a loss contingency equal to the present value of the withdrawal liability, and amortize difference between such present value and the estimated unfunded liability through interest expense over the repayment period. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Letters of Credit As of March 31, 2019 , there were $29.2 million letters of credit issued on the Company’s 2018 Revolving Line of Credit and as of December 31, 2018 , there were $29.6 million of outstanding letters of credit issued on the Company’s 2018 Revolving Line of Credit. Bonds The Company had outstanding surety bonds of $2.7 million as of March 31, 2019 and December 31, 2018 , respectively. These bonds were issued primarily in connection with insurance requirements, special real estate assessments and construction obligations. Collective Bargaining Agreements As of March 31, 2019 , approximately 58% of the Company’s labor force is covered by collective bargaining agreements. Collective bargaining agreements covering approximately 4% of the labor force are set to expire during the remaining nine months ended December 31, 2019. 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” where Americold Corporation agreed to execute any additional documents necessary to fulfill the intent of the settlement agreement. The plaintiffs then sued Americold Corporation’s insurance company to recover on the consent judgments. The case was ultimately dismissed in 2012, and the Kansas Supreme Court ruled that the 1994 consent judgment had expired and were unrevivable 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 where oral argument was heard in November 2014 before the Tenth Circuit in Denver. 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 that occurred on January 19, 2016. On March 7, 2016, the United States Supreme Court handed down a decision in the Kansas Breach of Settlement Agreement Litigation case. The decision was contrary to the position that the Company argued. Following the decision, the United States District Court for the District of Kansas entered an Order vacating the judgment and remanding the case to Kansas state court for further proceedings. 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-namely to require Americold sign a new document reinstating the consent judgment assigned in the 1994 Settlement Agreement. No amended complaint was filed, however, and 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. 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. Conagra, Chubb and the Company recently agreed to settle their claims and as part of that settlement Conagra has agreed to dismiss its claims against the Company. The Kraft and Safeway plaintiffs have indicated to the court that they intend to appeal their dismissals. The Company believes the ultimate outcome of these matters 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. 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 particular, in its District Court action PFS again alleges that the Company breached its confidentiality agreement with PFS by contacting PFS’s landlords regarding the purchase of properties leased by PFS and by using PFS confidential information when so-doing. The complaint alleges breach of contract, misappropriation, and violation of the federal Defend Trade Secrets Act (18 U.S.C. § 1836), amongst other claims. In addition to an order enjoining Americold from making offers to purchase the properties leased by PFS, PFS seeks compensatory, consequential and/or punitive damages in an amount to be determined at trial. The Company denies the allegations and believes PFS’s claims are without merit and intends to vigorously defend this claim. G iven 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 consolidated financial statements. Environmental Matters The Company is subject to a wide range of environmental laws and regulations in each of the locations in which the Company operates. Compliance with these requirements can involve significant capital and operating costs. Failure to comply with these requirements can result in civil or criminal fines or sanctions, claims for environmental damages, remediation obligations, the revocation of environmental permits, or restrictions on the Company’s operations. The Company records accruals for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated based on current law and existing technologies. The Company adjusts these accruals periodically as assessment and remediation efforts progress or as additional technical or legal information become available. The Company recorded nominal environmental liabilities in accounts payable and accrued expenses as of March 31, 2019 and December 31, 2018 . The Company believes it is in compliance with applicable environmental regulations in all material respects. Under various U.S. federal, state, and local environmental laws, a current or previous owner or operator of real estate may be liable for the entire cost of investigating, removing, and/or remediating hazardous or toxic substances on such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the contamination. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for the entire clean-up cost. There are no material unrecorded liabilities as of March 31, 2019 . Most of the Company’s warehouses utilize ammonia as a refrigerant. Ammonia is classified as a hazardous chemical regulated by the Environmental Protection Agency, and an accident or significant release of ammonia from a warehouse could result in injuries, loss of life, and property damage. Occupational Safety and Health Act (OSHA) The Company’s warehouses located in the U.S. are subject to regulation under OSHA, which requires employers to provide employees with an environment free from hazards, such as exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat or cold stress, and unsanitary conditions. The cost of complying with OSHA and similar laws enacted by states and other jurisdictions in which we operate can be substantial, and any failure to comply with these regulations could expose us to substantial penalties and potentially to liabilities to employees who may be injured at our warehouses. The Company records accruals for OSHA matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Company believes that it is in substantial compliance with all OSHA regulations and that no material unrecorded liabilities exist as of March 31, 2019 and December 31, 2018 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income The Company reports activity in AOCI for foreign currency translation adjustments, including the translation adjustment for the investment in the China JV, unrealized gains and losses on cash flow hedge derivatives, and minimum pension liability adjustments (net of tax). The activity in AOCI for the three months ended March 31, 2019 and 2018 is as follows: Three Months Ended March 31, 2019 2018 (In thousands) Pension and other postretirement benefits: Balance at beginning of period, net of tax $ (8,027 ) $ (7,126 ) Gain arising during the period 517 491 Less: Tax expense — — Net gain arising during the period 517 491 Amortization of prior service cost (1) 7 8 Less: Tax expense — — Net amount reclassified from AOCI to net income/loss 7 8 Other comprehensive income, net of tax 524 499 Balance at end of period, net of tax (7,503 ) (6,627 ) Foreign currency translation adjustments: Balance at beginning of period, net of tax (3,322 ) 8,318 Gain (loss) on foreign currency translation 1,221 (1,473 ) Less: Tax expense/(Tax benefit) — — Net gain (loss) on foreign currency translation 1,221 (1,473 ) Balance at end of period, net of tax (2,101 ) 6,845 Cash flow hedge derivatives: Balance at beginning of period, net of tax (1,166 ) (1,422 ) Unrealized loss on cash flow hedge derivatives (3,982 ) (314 ) Less: Tax expense — 15 Net loss on cash flow hedge derivatives (3,982 ) (329 ) Net amount reclassified from AOCI to net loss (interest expense) — 365 Net reclassified from AOCI to net loss (foreign exchange gain (loss)) 1,268 — Balance at end of period, net of tax (3,880 ) (1,386 ) Accumulated other comprehensive loss $ (13,484 ) $ (1,168 ) (1) Amounts reclassified from AOCI for pension liabilities are recorded in selling, general, and administrative expenses in the condensed consolidated statements of operations. |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related Party Transactions Transactions with Goldman Affiliates of Goldman are part of the lending group under the 2018 Recast Credit Facility, and has $90.0 million , or approximately 7.1% , of the total commitment. Another affiliate of Goldman was one of the participating lenders in the ANZ Loans (with a 2.5% participation in the Australia Term Loan and 31.8% in the New Zealand Term Loan), which the company repaid during December 2018. Goldman was also the counterparty to the interest rate swap agreements related to the ANZ Loans, which were terminated in December 2018 in connection with the extinguishment of the ANZ Loan. As a member of the previously described lending groups, the Company is required to pay certain fees to Goldman, which may include interest on borrowings, unused facility fees, letter of credit participation fees, and letter of credit facility fees. The Company paid interest expense and fees to Goldman totaling approximately $0.4 million and $0.9 million for the three months ended March 31, 2019 and 2018 , respectively. Interest payable to Goldman was nominal as of March 31, 2019 and December 31, 2018 . In December 2018, the Company entered into a cross-currency swap with Goldman to hedge the changes in the cash flows of interest and principal payment on foreign-currency denominated intercompany loans. Payments under the cross-currency swap agreements will not commence until the third quarter of 2019. From time-to-time the Company has entered into foreign exchange spot trades with Goldman to facilitate the movement of funds between our international subsidiaries and the U.S., including the funding of the previously mentioned intercompany loans. In connection with the IPO, Goldman converted their Series B Preferred Shares into 28,808,224 common shares. After giving effect to the full exercise of the underwriters’ option to purchase additional common shares during the IPO, and after giving effect to the sale by Goldman of 5,163,716 common shares in the IPO, Goldman owned approximately 16.7% of the Company’s common shares. In connection with the IPO, Goldman received a refund from the underwriters of approximately $1.6 million , which represents the underwriting discount on the gross proceeds received by the selling shareholders. In connection with the follow-on offering completed in September 2018, Goldman sold 9,083,280 common shares, and after giving effect to the sale owned approximately 9.9% of the Company's common shares. In connection with the follow-on offering, Goldman received an underwriting fee of approximately $5.0 million , and received a refund of approximately $0.7 million representing the underwriting discount on the gross proceeds received by the selling shareholders. In connection with the secondary offering completed in March 2019, Goldman sold their remaining common shares of the Company, totaling 8,061,228 common shares, in an underwritten public offering. The Company did not receive any proceeds from the shares sold by Goldman and its affiliates in this offering. In connection with this transaction, Goldman received an underwriting fee of approximately $2.6 million . Although Goldman is no longer a significant shareholder of the Company, Bradley Gross, a partner at Goldman Sachs, remains on the Board of Trustees as of March 31, 2019. Mr. Gross will not stand for re-election to the Board of Trustees in connection with the Company's annual meeting of shareholders on May 22, 2019. As a result, Goldman continues to be disclosed as a related party until Mr. Gross is no longer serving on the Board of Trustees. Transactions with YF ART Holdings L.P. In connection with the IPO, YF ART Holdings L.P. (YF ART Holdings) received a refund from the underwriters of approximately $4.2 million , which represents the underwriting discount on the gross proceeds received by the selling shareholders. On March 8, 2018, YF ART Holdings entered into a financing agreement pledging 54,952,774 common shares of beneficial interest, $0.01 par value per share, representing approximately 38.6% of the Company’s issued and outstanding common shares as of March 8, 2018. YF ART Holdings used the proceeds from the financing agreement to pay in full the outstanding investment, including the preferred return on an investment vehicle affiliated with Fortress Investment Group LLC, which directly beneficially owned 7,235,529 common shares of the company. As of March 31, 2019, Fortress no longer owns any common shares of the company. In connection with the pledge by YF ART Holdings described above, the Company delivered a consent and acknowledgment to YF ART Holdings and the lenders under such margin loan agreement in which the Company, among other matters, agreed, subject to applicable law and stock exchange rules, not to take any actions that would adversely affect the enforcement of the rights of the lenders under the loan documents. The Company is not a party to the margin loan agreement and has no obligations thereunder. The Company also entered into an amendment of the shareholders agreement, which addresses certain matters related to the margin loan agreement and related documents. In connection with the the follow-on public offering completed in September 2018, YF ART Holdings sold 16,530,191 common shares of the Company and, following the sale, owned approximately 26.0% of the Company's common shares. In connection with the secondary offering completed on March 5, 2019 , YF ART Holdings and its affiliates sold its remaining ownership consisting of 38,422,583 common shares in an underwritten public offering. Following the sale, YF ART Holdings was no longer a shareholder of the Company. The Company did not receive any proceeds from the common shares sold by YF ART Holdings in this offering. In addition, on March 5, 2019 , Ronald W. Burkle, who indirectly controls YF Art Holdings, resigned from the Board of Trustees. Therefore, as of March 31, 2019, YF Art Holdings is no longer considered a related party of the Company. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
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 own 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. 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, impairment charges, restructuring charges, acquisition related costs, other income and expense, and certain one-time charges. 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 loss before income tax for the three months ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 2018 (In thousands) Segment revenues: Warehouse $ 289,615 $ 286,517 Third-Party Managed 64,136 63,876 Transportation 37,096 38,345 Other 2,232 2,403 Total revenues 393,079 391,141 Segment contribution: Warehouse 90,819 89,570 Third-Party Managed 3,259 3,777 Transportation 4,356 3,594 Other 244 346 Total segment contribution 98,678 97,287 Reconciling items: Depreciation, depletion, and amortization (30,096 ) (29,408 ) Selling, general and administrative expense (31,117 ) (28,106 ) Acquisition, litigation, and other (8,493 ) (3,841 ) Impairment of long-lived assets (12,555 ) — Income (loss) from investments in partially owned entities 122 (139 ) Interest expense (21,576 ) (24,495 ) Interest income 1,003 623 Loss on debt extinguishment and modification — (21,385 ) Foreign currency exchange gain 60 680 Other (expense) income, net (167 ) 56 Loss before income tax (expense) benefit $ (4,141 ) $ (8,728 ) |
Loss per Common Share
Loss per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss per Common Share | Loss 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 granted to certain employees and non-employee directors who have the right to participate in the distribution of common dividends while the restricted stock units are unvested. During the three months ended March 31, 2019 , the weighted-average number of restricted stock units that participated in the distribution of common dividends was 1,266,323 , of which 627,891 restricted stock units currently have vested but will not be settled until additional criteria are met. The shares issuable upon settlement of the forward sale agreement 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 agreement 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 agreement, the delivery of common shares would result in an increase in the number of shares outstanding and dilution to earnings per share. Prior to the IPO, holders of Series B Preferred Shares were entitled to cumulative dividends, which were added to the reported net loss whether or not declared or paid to determine the net loss attributable to common shareholders under the two-class method. A reconciliation of the basic and diluted weighted-average number of common shares outstanding for the three months ended March 31, 2019 and 2018 is as follows: Three Months Ended March 31, 2019 2018 (In thousands) Weighted average common shares outstanding – basic 149,404 124,433 Dilutive effect of share-based awards — — Equity forward contract — — Weighted average common shares outstanding – diluted 149,404 124,433 For the three months ended March 31, 2019 and 2018 , potential common shares under the treasury stock method and the if-converted method were antidilutive because the Company reported a net loss in current and prior period. Consequently, the Company did not have any adjustments in these periods between basic and diluted loss per share related to stock options, restricted stock units, equity forward contract stock shares, warrants and convertible preferred shares. The table below presents the weighted-average number of antidilutive potential common shares that are not considered in the calculation of diluted income (loss) per share: Three Months Ended March 31, 2019 2018 (In thousands) Series B Convertible Preferred Stock — 8,495 Common share warrants — 1,642 Employee stock options 1,856 5,347 Restricted stock 1,493 612 Equity forward contract shares 6,000 — 9,349 16,096 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 by segment and geographic region: Three Months Ended March 31, 2019 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 106,823 $ 9,368 $ 3,980 $ 1,137 $ — $ 121,308 Warehouse services 128,891 29,998 3,495 851 — 163,235 Third-party managed 57,013 2,860 — — 4,245 64,118 Transportation 23,648 12,828 109 511 — 37,096 Other 2,226 — — — — 2,226 Total revenues (1) 318,601 55,054 7,584 2,499 4,245 387,983 Lease revenue (2) 5,096 — — — — 5,096 Total revenues from contracts with all customers $ 323,697 $ 55,054 $ 7,584 $ 2,499 $ 4,245 $ 393,079 Three Months Ended March 31, 2018 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 104,360 $ 10,339 $ 3,872 $ 1,553 $ — $ 120,124 Warehouse services 125,248 30,438 4,117 987 — 160,790 Third-party managed 56,015 3,249 — — 4,562 63,826 Transportation 23,064 14,199 204 878 — 38,345 Other 2,398 — — — — 2,398 Total revenues (1) 311,085 58,225 8,193 3,418 4,562 385,483 Lease revenue (2) 5,658 — — — — 5,658 Total revenues from contracts with all customers $ 316,743 $ 58,225 $ 8,193 $ 3,418 $ 4,562 $ 391,141 (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 ASC 840, Leases and ASC 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 March 31, 2019 , the Company had $608.2 million of remaining unsatisfied performance obligations from contracts with customers subject to non-cancellable terms and have an original expected duration exceeding one year. These obligations also do not include variable consideration beyond the non-cancellable term, which due to the inability to quantify by estimate, is fully constrained. The Company expects to recognize approximately 18% of these remaining performance obligations as revenue in 2019 , an the re maining 82% to be recognized over a weighted average period of 15.8 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 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 handling services, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the Condensed Consolidated Balance Sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the three months ended March 31, 2019 , were not materially impacted by any other factors. Opening and closing receivables balances related to contracts with customers accounted for under ASC 606 were $191.8 million and $192.1 million as of March 31, 2019 and December 31, 2018 , respectively, and $177.0 million and $198.3 million as of March 31, 2018 and December 31, 2017 , respectively. All other trade receivable balances relate to contracts accounted for under ASC 842. Opening and closing balances in unearned revenue related to contracts with customers were $18.0 million and $18.6 million as of March 31, 2019 and December 31, 2018 , respectively, and $18.2 million and $18.8 million as of March 31, 2018 and December 31, 2017 , respectively. Substantially all revenue that was included in the contract liability balances at the beginning of 2019 and 2018 has been recognized as of March 31, 2019 and March 31, 2018 , respectively, and represents revenue from the satisfaction of monthly storage and handling services with inventory that turns on average every 30 days . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 22, 2019, the Company completed a follow-on public offering pursuant to which it issued 50,312,500 common shares (including 6,562,500 common shares issued in connection with the underwriters’ exercise of their option to purchase additional common shares) for net proceeds of approximately $1.21 billion . In addition, pursuant to a forward sale agreement (the “Forward Sale Agreement”) entered into by the Company on April 16, 2019, the forward purchaser under the Forward Sale Agreement borrowed and sold to the underwriters in the public offering an additional 8,250,000 common shares. On May 1, 2019, the Company completed the acquisition of privately-held Chiller Holdco, LLC, (“Cloverleaf Cold Storage” or “Cloverleaf”) from Cloverleaf management and an investor group led by a private equity firm for a purchase price of $1.26 billion inclusive of certain closing costs and adjustments (the “Cloverleaf Acquisition”) utilizing the net proceeds from the follow-on offering previously discussed, along with cash drawn from its senior unsecured revolving credit facility. Under the agreement, the Company acquired a temperature-controlled warehousing company based in Sioux City, Iowa that consists of 22 facilities in nine states, of which 21 are owned and one is managed. Additionally, on May 1, 2019, the Company completed the acquisition of privately-held Lanier Cold Storage for $82 million . Lanier Cold Storage consists of two temperature-controlled storage facilities in Georgia serving the poultry industry. The Company utilized the capacity of its senior unsecured revolving credit facility to fund the acquisition. On May 7, 2019, the operating partnership completed a debt private placement transaction consisting of $350 million senior unsecured notes with a coupon of 4.10% and a term of 10.7 years . The notes will be general unsecured senior obligations of the operating partnership and are guaranteed by the Company and the subsidiaries of the Company. The Company expects to apply a portion of the proceeds of the transaction to repay funds drawn on the revolving credit facility in connection with the previously discussed acquisitions, and for expansion and development projects. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy | 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 U.S. Securities and Exchange Commission (SEC). |
Consolidation, Policy | 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, 2018 , 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. |
Reclassifications | Reclassifications Certain immaterial, prior period amounts have been reclassified to conform to the current period presentation on the Condensed Consolidated Statement of Operations, the Condensed Consolidated Statements of Shareholders' Equity and the Condensed Consolidated Statements of Cash Flows. The Condensed Consolidated Statement of Operations reflects the reclassification required in the prior period upon addition of a new financial statement line item described as 'Acquisition, litigation and other', which was previously classified within 'Selling, general and administrative', refer to Note 5 for further detail of this caption. The Condensed Consolidated Statements of Shareholders' Equity reflects the reclassification required in the prior period upon addition of a new financial statement line item described as 'Common stock issuance related to share-based payment plans, net of shares withheld for employee taxes', which was previously classified within 'Stock-based compensation expense (Stock Options and Restricted Stock Units)'. The Condensed Consolidated Statements of Cash Flows reflects the reclassification required in the prior period upon elimination of the financial statement line item described as 'Payment on Multi-employer pension plan withdrawal obligation' which is now classified within 'Amortization of deferred financing costs, debt discount and pension withdrawal liability'. |
Impairment of Long-Lived Assets | The estimated fair value of this asset was determined based on ongoing negotiations with prospective buyers. These impaired assets were reported under the Warehouse segment, and the related impairment charges are included in the “Impairment of long-lived assets” line item of the Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 |
Capitalization of Costs | 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 | Purchase Accounting For business combinations, the excess of cost over fair value is recorded as goodwill. In an asset acquisition, the difference between the sum of the identified tangible and intangible assets and liabilities and the total purchase price (including transactions costs) is allocated to the identified tangible and intangible assets and liabilities on a relative fair value basis. If the fair value of the real estate acquired exceeds its cost it is allocated to the acquired tangible assets, consisting primarily of land, land improvements, buildings, tenant improvements, and identified intangible assets and liabilities, consisting of the value of assembled workforce, above-market and below-market leases, value of in-place leases and acquired ground leases and in the case of a business combination, tenant relationship value, based in each case on their fair values. |
Lease Accounting | Lease Accounting Arrangements wherein we are the lessee: At the inception of a contract, we determine if the contract is or contains a lease. Leases are classified as either financing or operating based upon criteria within ASC 842 and a right-of-use (ROU) asset and liability are established for leases with an initial term greater than 12 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet and expense is recognized on a straight-line basis over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term, as adjusted for prepayments, incentives and initial direct costs. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The depreciable lives of assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Operating leases are included in operating lease ROU assets, accounts payable and accrued expenses and operating lease obligations on our condensed consolidated balance sheet. Finance leases assets are included in financing leases-net, accounts payable and accrued expenses and financing lease obligations on our condensed consolidated balance sheet. Arrangements wherein we are the lessor: Each new lease contract is evaluated for classification as a sales-type lease, direct financing or operating lease. A lease is a sales-type lease if any one of five criteria are met, each of which indicate the lease, in effect, transfers control of the underlying asset to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating we have transferred substantially all the risks and benefits of the underlying asset to the lessee and a third party, the lease is a direct financing lease. All leases that are not sales-type or direct financing leases are operating leases. We do not currently have sales-type or direct financing leases. For operating leases wherein we are the lessor, we assess the probability of payments at commencement of the lease contract and subsequently recognize lease income, including variable payments based on an index or rate, over the lease term on a straight-line basis. We continue to measure and disclose the underlying assets subject to operating leases based on our policies for application of ASC 360 Property, Plant and Equipment . For all asset classes we have elected to not separate the lease and non-lease components which generally relate to taxes and common area maintenance. Additionally, we elected a practical expedient to present all funds collected from lessees for sales and other similar taxes net of the related sales tax expense. Our lease contracts are structured in a manner to reduce risks associated with the residual value of leased assets. |
Recently Adopted Accounting Standards and Future Adoption of Accounting Standards | Recently Adopted Accounting Standards Lease Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), as amended, which the Company adopted using a modified retrospective transition approach effective January 1, 2019. All leases that commenced prior to our adoption of this new standard are accounted for and disclosed in accordance with our existing policies for application of ASC 840 Leases . Accordingly, prior year amounts were not recast under the new standard. Upon adoption, we elected a package of practical expedients for expired and existing contracts whereby we will (1) not reassess our prior conclusions about lease identification, lease classification and initial direct costs, (2) continue to apply existing accounting policies for all land easements that existed or expire before the date of adoption, (3) not recognize ROU assets or liabilities for leases that qualify as short-term leases for all classes of underlying assets, and (4) not separate lease an non-lease components for all classes of underlying assets. The Company did not elect to apply the hindsight practical expedient when determining the term for our leases. The new standard requires disclosure of additional quantitative and qualitative information for lessee and lessor arrangements which has been included above in the Summary of Significant Accounting Policies and in Note 10 . Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This ASU refines and expands hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. ASU 2017-12 is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption, including adoption in an interim period, is permitted. The Company adopted ASU 2017-12 on January 1, 2019 and it did not have a material impact on our consolidated financial statements. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate ("SOFR") Overnight Index Swap ("OIS") Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. This ASU permits the use of the OIS rate based upon SOFR as a U.S. benchmark interest rate for purposes of applying hedge accounting under Topic 815. The Alternative Reference Rates Committee announced that it identified the Secured Overnight Funding Rate (SOFR) as its preferred alternative to LIBOR. The Company intends to continue to use LIBOR until its extermination date in 2021, and intends to replace LIBOR with SOFR at that time. The Company does not believe that the transition from LIBOR to SOFR will have a material impact on its financial statements. Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which more closely aligns the accounting for employee and nonemployee share-based payments. The standard will be effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted this standard on January 1, 2019, and it did not have a material impact on its consolidated financial statements. Future Adoption of 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 is currently evaluating the effect that this guidance will have on its condensed consolidated financial statements. Collaborative Arrangements In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the interaction between Topic 808 and Topic 606 . ASU 2018-18 clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer and precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. For public business entities, these amendments are effective for fiscal years beginning after December 15, 2019, and interim periods therein. The Company believes the adoption of ASU 2018-18 will not have a material effect on its consolidated financial statements. Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). This ASU introduces new guidance for the accounting for credit losses. For trade receivables, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. The standard will be effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the impact of adopting ASU 2016-13 on its condensed consolidated financial statements. Simplifying the Test for Goodwill Impairment In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This update eliminates step two of the goodwill impairment test, and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets should be disclosed. For public business entities that are SEC filers, this ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. Early adoption is allowed for all entities as of January 1, 2017, for annual and any interim impairment tests occurring after January 1, 2017. The Company does not expect the provisions of ASU 2017-04 to have a material impact on its consolidated financial statements. 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 to have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Purchase Price Allocation of Asset Acquisitions | The table below reflects the purchase price allocation (in thousands): Acquisition Land Building and Improvements Machinery and Equipment Assembled Workforce Other Assets / Liabilities PortFresh Holdings, LLC $ 20,715 $ 10,846 $ 3,410 $ 351 $ 601 Total $ 20,715 $ 10,846 $ 3,410 $ 351 $ 601 Weighted average remaining intangible amortization life (in months) 34 |
Equity-Method Investments (Tabl
Equity-Method Investments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Joint ventures between CMAL and CMAH | The following tables summarize the financial information of the Company’s largest joint ventures (CMAL and CMAH, or the China JV, as defined in our Annual Report on Form 10-K for the year ended December 31, 2018 ) for the interim periods presented. The Company has a 49% equity interest in the China JV. Three Months Ended March 31, 2019 Condensed consolidated results of operations CMAL CMAH Total (In thousands) Revenues $ 9,226 $ 3,528 $ 12,754 Operating income $ 127 $ 694 $ 821 Net income $ 183 $ 326 $ 509 Company’s income from investments in partially owned entities $ 26 $ 96 $ 122 Three Months Ended March 31, 2018 Condensed consolidated results of operations CMAL CMAH Total (In thousands) Revenues $ 9,741 $ 2,867 $ 12,608 Operating income $ 23 $ 84 $ 107 Net (loss) income $ (2 ) $ 71 $ 69 Company’s loss from investments in partially owned entities $ (121 ) $ (18 ) $ (139 ) |
Acquisition, Litigation and O_2
Acquisition, Litigation and Other Special Charges (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, Acquisition, litigation, and other 2019 2018 Acquisition related costs $ 1,441 $ — Litigation 910 — Other: Severance, equity award modifications and acceleration 4,293 2,600 Non-offering related equity issuance expenses 1,511 1,241 Terminated site operations costs 338 — Total other 6,142 3,841 Total acquisition, litigation, and other $ 8,493 $ 3,841 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of outstanding borrowings | outstanding indebtedness of the operating partnership as of March 31, 2019 and December 31, 2018 is as follows (in thousands): March 31, 2019 December 31, 2018 Indebtedness Stated Maturity Date Contractual Interest Rate Effective Interest Rate as of March 31, 2019 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 2013 Mortgage Loans Senior note 5/2023 3.81% 4.14% $ 186,327 $ 185,861 $ 187,957 $ 184,667 Mezzanine A 5/2023 7.38% 7.55% 70,000 69,125 70,000 67,900 Mezzanine B 5/2023 11.50% 11.75% 32,000 31,760 32,000 31,120 Total 2013 Mortgage Loans 288,327 286,746 289,957 283,687 Senior Unsecured Notes Series A 4.68% notes due 2026 1/2026 4.68% 4.77% 200,000 209,000 200,000 202,500 Series B 4.86% notes due 2029 1/2029 4.86% 4.92% 400,000 418,000 400,000 407,000 Total Senior Unsecured Notes 600,000 627,000 600,000 609,500 2018 Senior Unsecured Term Loan A Facility (1) 1/2023 L+1.45% 4.38% 475,000 477,375 475,000 472,625 Total principal amount of mortgage notes, unsecured senior notes and term loans $ 1,363,327 $ 1,391,121 $ 1,364,957 $ 1,365,812 Less: deferred financing costs (12,946 ) n/a (13,666 ) n/a Less: debt discount (261 ) n/a (277 ) n/a Total mortgage notes and term loans, net of unamortized deferred financing costs and debt discount $ 1,350,120 $ 1,391,121 $ 1,351,014 $ 1,365,812 2018 Senior Unsecured Revolving Credit Facility (1) 1/2021 L+1.45% 0.35% $ — $ — $ — $ — (1) L = one-month LIBOR. |
Schedule of aggregate maturities of total indebtedness | The aggregate maturities of the Company’s total indebtedness as of March 31, 2019 , including amortization of principal amounts due under the mortgage notes for each of the next five years and thereafter, are as follows: As of March 31, 2019: (In thousands) Year 1 $ 6,557 Year 2 6,833 Year 3 7,102 Year 4 482,381 Year 5 260,454 Thereafter 600,000 Aggregate principal amount of debt 1,363,327 Less unamortized discount and deferred financing costs (13,207 ) Total debt net of unamortized discount and deferred financing costs $ 1,350,120 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018 : Derivative Assets Derivative Liabilities March 31, 2019 December 31, 2018 March 31, 2019 December 31, 2018 (In thousands) Derivatives formally designated as hedging instruments Foreign exchange contracts $ 47 $ 2,283 $ 340 $ — Interest rate contracts — — 1,406 — Total derivatives formally designated as hedging instruments $ 47 $ 2,283 $ 1,746 $ — The following tables present the amounts in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded and the effects of cash flow hedge activity on these line items for the three months ended March 31, 2019 and March 31, 2018 , including the impacts to Accumulated Other Comprehensive Income (AOCI): 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 March 31, Three Months Ended March 31, 2019 2018 2019 2018 Derivatives in cash flow hedging relationships Interest rate contracts $ (1,406 ) $ (329 ) Interest expense $ — $ 365 Foreign exchange contracts (2,576 ) $ — Foreign currency exchange gain, net 1,268 — Total designated cash flow hedges $ (3,982 ) $ (329 ) $ 1,268 $ 365 |
Sale-Leasebacks of Real Estate
Sale-Leasebacks of Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018 are as follows: Maturity Interest Rate as of March 31, 2019 March 31, 2019 December 31, 2018 (In thousands) 1 warehouse – 2010 7/2030 10.34% $ 19,205 $ 19,265 11 warehouses – 2007 9/2027 7.00%-19.59% 98,976 99,655 Total sale-leaseback financing obligations $ 118,181 $ 118,920 |
Lease Accounting Lease Accounti
Lease Accounting Lease Accounting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease, Cost | Other information related to leases is as follows: Three Months Ended March 31, 2019 (In thousands) Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ (7,360 ) Operating cash flows from finance leases (650 ) Financing cash flows from finance leases (2,616 ) Right-of-use assets obtained in exchange for lease obligations Operating leases 4,923 Finance leases $ 2,710 Weighted-average remaining lease term (years) Operating leases 6.0 Finance leases 4.8 Weighted-average discount rate Operating leases 4.0 % Finance leases 6.4 % The components of lease expense were as follows: Three Months Ended March 31, 2019 (In thousands) Components of lease expense: Operating lease cost (a) $ 8,075 Financing lease cost: Depreciation 2,256 Interest on lease liabilities 650 Sublease income (b) (122 ) Net lease expense $ 10,859 (a) Includes short-term lease and variable lease costs, which are immaterial. (b) Sublease income relates to two warehouses in the U.S. and New Zealand. |
Finance Lease, Liability, Maturity | Future minimum lease payments under non-cancellable leases as of March 31, 2019 were as follows: Years ending December 31, Operating Lease Payments Finance Lease Payments Total Lease Payments (In thousands) 2019 (excluding 3 months ended March 31, 2019) $ 19,653 $ 9,730 $ 29,383 2020 22,476 12,380 34,856 2021 14,134 11,101 25,235 2022 9,487 5,902 15,389 2023 7,863 3,153 11,016 Thereafter 18,764 6,341 25,105 Total future minimum lease payments 92,377 48,607 140,984 Less: Interest (11,925 ) (7,712 ) (19,637 ) Total future minimum lease payments less interest $ 80,452 $ 40,895 $ 121,347 Reported as of March 31, 2019 Accounts payable and accrued expenses $ 195 $ 7 $ 202 Operating lease obligations 80,257 — 80,257 Finance lease obligations — 40,888 40,888 Total lease obligations $ 80,452 $ 40,895 $ 121,347 |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments under non-cancellable leases as of March 31, 2019 were as follows: Years ending December 31, Operating Lease Payments Finance Lease Payments Total Lease Payments (In thousands) 2019 (excluding 3 months ended March 31, 2019) $ 19,653 $ 9,730 $ 29,383 2020 22,476 12,380 34,856 2021 14,134 11,101 25,235 2022 9,487 5,902 15,389 2023 7,863 3,153 11,016 Thereafter 18,764 6,341 25,105 Total future minimum lease payments 92,377 48,607 140,984 Less: Interest (11,925 ) (7,712 ) (19,637 ) Total future minimum lease payments less interest $ 80,452 $ 40,895 $ 121,347 Reported as of March 31, 2019 Accounts payable and accrued expenses $ 195 $ 7 $ 202 Operating lease obligations 80,257 — 80,257 Finance lease obligations — 40,888 40,888 Total lease obligations $ 80,452 $ 40,895 $ 121,347 |
Lessor, Operating Lease, Payments to be Received, Maturity | Future minimum lease payments as of March 31, 2019 were as follows (in thousands): Operating Leases Year ending December 31, 2019 (excluding 3 months ended March 31, 2019) $ 10,819 2020 11,507 2021 8,826 2022 7,669 2023 6,375 Thereafter 17,974 Total $ 63,170 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 Fair Value Hierarchy March 31, 2019 December 31, 2018 (In thousands) Measured at fair value on a recurring basis: Cash and cash equivalents Level 1 $ 172,838 $ 208,078 Restricted cash Level 1 6,812 6,019 Interest rate swap liability Level 2 1,406 — Cross-currency swap asset Level 2 47 2,283 Cross-currency swap liability Level 2 340 — Measured at fair value on a non-recurring basis: Long-lived assets written down at March 31, 2019: Property, plant and equipment Level 3 $ 9,080 $ — Disclosed at fair value: Mortgage notes, term loans and senior unsecured notes (1) Level 3 $ 1,391,121 $ 1,365,812 (1) The carrying value of mortgage notes, term loans and senior unsecured notes is disclosed in Note 7 . |
Dividends and Distributions (Ta
Dividends and Distributions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of dividends declared and distributions paid | Three Months Ended March 31, 2018 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid Common Shares Series B Preferred Shares Common Shares Series B Preferred Shares (In thousands, except per share amounts) January (a) $ 0.0186 $ 1,291 $ 619 $ 1,291 $ 619 March/April 0.1396 20,145 — — $ 21,436 $ 1,232 Series B Preferred Shares - Fixed Dividend January (a) 1,198 1,198 Total distributions paid to holders of Series B Preferred Shares (b) $ 1,817 $ 1,817 (a) Stub period dividend paid to shareholders of record prior to the IPO. (b) Last participating and fixed dividend paid to holders of Series B Preferred Shares in connection with the conversion to common shares on the IPO date. The following tables summarize dividends declared and distributions paid to the holders of common shares and Series B Preferred Shares for the three months ended March 31, 2019 and 2018 . Three Months Ended March 31, 2019 Month Declared/Paid Dividend Per Share Distributions Declared Distributions Paid Common Shares Series B Preferred Shares Common Shares Series B Preferred Shares (In thousands, except per share amounts) December (2018)/January $ 0.1875 $ 28,218 $ — $ 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 $ — $ 28,098 $ — (a) Declared in December 2018 and included in the $28.2 million declared, see description to the right regarding timing of payment. |
Partners Capital Partners Capit
Partners Capital Partners Capital (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Distributions | We have declared and paid the following distributions to the Parent for the years ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 Month Declared/Paid Distributions Declared Distributions Paid (In thousands) January $ — $ 28,098 March/April $ 30,235 $ — $ 30,235 $ 28,098 Three Months Ended March 31, 2018 Month Declared/Paid Distributions Declared Distributions Paid (In thousands) January (a) $ 3,242 $ 3,242 January (b) 5,750 5,750 March/April 20,145 — $ 29,137 $ 8,992 (a) Stub period distribution paid to Parent immediately prior to the IPO. (b) Distribution was paid to Parent for payment of underwriters' costs in conjunction with the offering completed in the respective quarter, and for conversion of Series A Preferred shares in connection with the IPO. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Units Activity | The following table provides a summary of restricted stock awards activity under the 2010 and 2017 Plans as of March 31, 2019 : Three Months Ended March 31, 2019 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 Aggregate Intrinsic Value (in millions) Non-vested as of December 31, 2018 1,028,256 $ 26.3 71,428 $ 1.8 587,500 $ 15.0 Granted 235,222 — 232,567 Vested (1) (359,901 ) (14,286 ) — Forfeited (119,792 ) — (33,918 ) Non-vested as of March 31, 2019 783,785 $ 23.9 57,142 $ 1.7 786,149 $ 24.0 (1) For certain vested restricted stock units, common shares shall not be issued until 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 the 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 amount of vested restricted stock units was 627,890 as of March 31, 2019 and had a related aggregate intrinsic value of $19.2 million at $30.51 per unit. The following table summarizes restricted stock unit grants under the 2017 Plan during the three months ended March 31, 2019 and 2018 , respectively: Three Months Ended March 31, Grantee Type # of Vesting Grant Date 2019 Trustee group 12,285 1 year $ 375 2019 Employee group 455,504 1-3 years $ 15,169 2018 Trustee group 373,438 1-3 years $ 5,975 2018 Employee group 897,125 2-4 years $ 12,677 |
Schedule of Performance Thresholds | In the event that the TSR upon completion of the market performance period is achieved at the “minimum,” “target” or “maximum” level as set forth below, the awards will become vested as to the market condition with respect to the percentage RSUs, as applicable, set forth below: Performance Level Thresholds TSR Market Performance Percentage Maximum 12% 150% of Target Award Target 10% 100% of Target Award Minimum 8% 50% of Target Award In the event that the RMS Relative Market Performance during the Market Performance Period is achieved at the “threshold,” “target” or “high” level as set forth below, the awards will become vested as to the market condition with respect to the percentage of RSUs, as applicable, set forth below: Performance Level Thresholds RMS Relative Market Performance High Level above 75 th percentile 200% Target Level 55 th percentile 100% Threshold Level 33 th percentile 50% Below Threshold Level below 30 th percentile 0% |
Schedule of Valuation Assumptions | Assumptions used in the valuations are summarized by grant date as follows: Award Date Expected Stock Price Volatility Risk-Free Interest Rate Dividend Yield 2/26/2018 30% 2.35% 4.70% 4/2/2018 30% 2.34% 4.04% 7/1/2018 30% 2.58% 3.41% 10/1/2018 25% 2.85% 3.01% 3/8/2019 22% 2.43% 2.70% 3/15/2019 22% 2.40% 2.62% |
Schedule of Stock Option Activity | The following tables provide a summary of option activity for the three months ended March 31, 2019 and 2018 , respectively: Options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Terms (Years) Outstanding as of December 31, 2018 2,355,787 $ 9.81 5.4 Granted — — Exercised (607,374 ) 9.81 Forfeited or expired (173,000 ) 9.81 Outstanding as of March 31, 2019 1,575,413 9.81 5.7 Exercisable as of March 31, 2019 1,350,316 $ 9.81 5.5 Outstanding as of December 31, 2017 5,477,617 $ 9.72 6.0 Granted — — Exercised (95,000 ) 7.85 Forfeited or expired (70,000 ) 9.81 Outstanding as of March 31, 2018 5,312,617 9.76 5.8 Exercisable as of March 31, 2018 3,665,864 $ 9.73 4.9 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Retirement Benefits [Abstract] | |
Schedule of Employee Benefit Plans | The components of net period benefit cost for the three months ended March 31, 2019 and 2018 are as follows: Three Months Ended March 31, 2019 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ — $ — $ — $ 20 $ 20 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 — — — 7 7 Net pension benefit cost $ 334 $ 158 $ 5 $ 21 $ 518 Three Months Ended March 31, 2018 Retirement Income Plan National Service-Related Pension Plan Other Superannuation Total Components of net periodic benefit cost: (In thousands) Service cost $ 8 $ 19 $ — $ 58 $ 85 Interest cost 354 300 5 27 686 Expected return on plan assets (512 ) (342 ) — (45 ) (899 ) Amortization of net loss 311 179 — — 490 Amortization of prior service cost — 0 — 8 8 Net pension benefit cost $ 161 $ 156 $ 5 $ 48 $ 370 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss) Income | The activity in AOCI for the three months ended March 31, 2019 and 2018 is as follows: Three Months Ended March 31, 2019 2018 (In thousands) Pension and other postretirement benefits: Balance at beginning of period, net of tax $ (8,027 ) $ (7,126 ) Gain arising during the period 517 491 Less: Tax expense — — Net gain arising during the period 517 491 Amortization of prior service cost (1) 7 8 Less: Tax expense — — Net amount reclassified from AOCI to net income/loss 7 8 Other comprehensive income, net of tax 524 499 Balance at end of period, net of tax (7,503 ) (6,627 ) Foreign currency translation adjustments: Balance at beginning of period, net of tax (3,322 ) 8,318 Gain (loss) on foreign currency translation 1,221 (1,473 ) Less: Tax expense/(Tax benefit) — — Net gain (loss) on foreign currency translation 1,221 (1,473 ) Balance at end of period, net of tax (2,101 ) 6,845 Cash flow hedge derivatives: Balance at beginning of period, net of tax (1,166 ) (1,422 ) Unrealized loss on cash flow hedge derivatives (3,982 ) (314 ) Less: Tax expense — 15 Net loss on cash flow hedge derivatives (3,982 ) (329 ) Net amount reclassified from AOCI to net loss (interest expense) — 365 Net reclassified from AOCI to net loss (foreign exchange gain (loss)) 1,268 — Balance at end of period, net of tax (3,880 ) (1,386 ) Accumulated other comprehensive loss $ (13,484 ) $ (1,168 ) (1) Amounts reclassified from AOCI for pension liabilities are recorded in selling, general, and administrative expenses in the condensed consolidated statements of operations. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents segment revenues and contributions with a reconciliation to loss before income tax for the three months ended March 31, 2019 and 2018 : Three Months Ended March 31, 2019 2018 (In thousands) Segment revenues: Warehouse $ 289,615 $ 286,517 Third-Party Managed 64,136 63,876 Transportation 37,096 38,345 Other 2,232 2,403 Total revenues 393,079 391,141 Segment contribution: Warehouse 90,819 89,570 Third-Party Managed 3,259 3,777 Transportation 4,356 3,594 Other 244 346 Total segment contribution 98,678 97,287 Reconciling items: Depreciation, depletion, and amortization (30,096 ) (29,408 ) Selling, general and administrative expense (31,117 ) (28,106 ) Acquisition, litigation, and other (8,493 ) (3,841 ) Impairment of long-lived assets (12,555 ) — Income (loss) from investments in partially owned entities 122 (139 ) Interest expense (21,576 ) (24,495 ) Interest income 1,003 623 Loss on debt extinguishment and modification — (21,385 ) Foreign currency exchange gain 60 680 Other (expense) income, net (167 ) 56 Loss before income tax (expense) benefit $ (4,141 ) $ (8,728 ) |
Loss per Common Share (Tables)
Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 and 2018 is as follows: Three Months Ended March 31, 2019 2018 (In thousands) Weighted average common shares outstanding – basic 149,404 124,433 Dilutive effect of share-based awards — — Equity forward contract — — Weighted average common shares outstanding – diluted 149,404 124,433 |
Schedule of antidilutive securities excluded from computation of earnings (loss) 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 (loss) per share: Three Months Ended March 31, 2019 2018 (In thousands) Series B Convertible Preferred Stock — 8,495 Common share warrants — 1,642 Employee stock options 1,856 5,347 Restricted stock 1,493 612 Equity forward contract shares 6,000 — 9,349 16,096 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables represent a disaggregation of revenue from contracts with customers for the three months ended March 31, 2019 and 2018 by segment and geographic region: Three Months Ended March 31, 2019 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 106,823 $ 9,368 $ 3,980 $ 1,137 $ — $ 121,308 Warehouse services 128,891 29,998 3,495 851 — 163,235 Third-party managed 57,013 2,860 — — 4,245 64,118 Transportation 23,648 12,828 109 511 — 37,096 Other 2,226 — — — — 2,226 Total revenues (1) 318,601 55,054 7,584 2,499 4,245 387,983 Lease revenue (2) 5,096 — — — — 5,096 Total revenues from contracts with all customers $ 323,697 $ 55,054 $ 7,584 $ 2,499 $ 4,245 $ 393,079 Three Months Ended March 31, 2018 United States Australia New Zealand Argentina Canada Total (In thousands) Warehouse rent and storage $ 104,360 $ 10,339 $ 3,872 $ 1,553 $ — $ 120,124 Warehouse services 125,248 30,438 4,117 987 — 160,790 Third-party managed 56,015 3,249 — — 4,562 63,826 Transportation 23,064 14,199 204 878 — 38,345 Other 2,398 — — — — 2,398 Total revenues (1) 311,085 58,225 8,193 3,418 4,562 385,483 Lease revenue (2) 5,658 — — — — 5,658 Total revenues from contracts with all customers $ 316,743 $ 58,225 $ 8,193 $ 3,418 $ 4,562 $ 391,141 (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 ASC 840, Leases and ASC 842, Leases. |
General - Narrative (Details)
General - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 05, 2019 | Sep. 18, 2018 | Jan. 23, 2018 | Dec. 15, 2010 | Mar. 31, 2019 | Sep. 30, 2018 | Jan. 31, 2009 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 22, 2018 |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Offering fees | $ 0 | $ 5,750 | ||||||||
Impairment of long-lived assets | $ 12,555 | $ 0 | ||||||||
YF ART Holdings L.P. | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Ownership percentage before IPO | 100.00% | |||||||||
IPO | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 33,350,000 | |||||||||
Offering price (in USD per share) | $ 16 | |||||||||
Net proceeds from offering | $ 493,600 | |||||||||
Offering fees | 40,000 | |||||||||
Payments of stub dividend | 3,100 | |||||||||
Net proceeds from offering used for general corporate purposes | $ 184,400 | |||||||||
Underwriter's Option | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 4,350,000 | 6,063,105 | ||||||||
Public Offering | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 4,000,000 | |||||||||
Offering price (in USD per share) | $ 24.50 | $ 27.75 | $ 27.75 | |||||||
Net proceeds from offering | $ 92,500 | $ 1,100,000 | ||||||||
Offering fees | $ 1,500 | |||||||||
Number of shares subject to forward sale agreement (in shares) | 6,000,000 | |||||||||
Public Offering - YF ART Holdings | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 38,422,583 | 16,500,000 | 16,530,191 | |||||||
Public Offering - Goldman Sachs | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 9,083,280 | 8,061,228 | ||||||||
Public Offering - Fortress Entities | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 7,200,000 | |||||||||
General Partner | Americold Realty Operating Partnership, L.P. | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Ownership of partnership | 99.00% | |||||||||
Limited Partner | Americold Realty Operating Partnership, L.P. | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Ownership of partnership | 1.00% | |||||||||
Series B | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 375,000 | |||||||||
Net proceeds from offering | $ 368,500 | |||||||||
Series B | Goldman | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 325,000 | |||||||||
Series B | Goldman | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | 325,000 | |||||||||
Series A | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | 125 | |||||||||
Net proceeds from offering | $ 100 | |||||||||
Payment for redemption of preferred shares | $ 100 | |||||||||
Series A | IPO | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Payment for redemption of preferred shares | $ 100 | |||||||||
Common Stock | Goldman | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Shares converted (in shares) | 28,808,224 | |||||||||
Common Stock | Series B | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Shares converted (in shares) | 33,240,258 | |||||||||
Senior Secured Term Loan B Facility | Term Loans | IPO | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Indebtedness repaid | $ 285,100 | |||||||||
Payment of accrued and unpaid interest | 3,000 | |||||||||
Payment of closing expense | 200 | |||||||||
Clearfield, Utah and Middleboro, Massachusetts Construction Loans | Construction Loans | IPO | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Indebtedness repaid | $ 20,900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Impairment of long-lived assets | $ 12,555,000 | $ 0 |
Interest expensed | 800,000 | 400,000 |
Compensation and travel expense capitalized | 200,000 | 100,000 |
Payments for asset acquisitions | 35,923,000 | 0 |
Partially Used Warehouse | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of long-lived assets | $ 9,600,000 | |
Percentage of facility to be demolished | 75.00% | |
Idle Warehouse | ||
Property, Plant and Equipment [Line Items] | ||
Impairment of long-lived assets | $ 2,900,000 | |
Pot Fresh Holdings, LLC | ||
Property, Plant and Equipment [Line Items] | ||
Payments for asset acquisitions | $ 35,923,000 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Purchase Price Allocation of Asset Acquisitions (Details) - Pot Fresh Holdings, LLC $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Schedule of Asset Acquisitions [Line Items] | |
Other Assets / Liabilities | $ 601 |
Assembled Workforce | |
Schedule of Asset Acquisitions [Line Items] | |
Intangible assets | $ 351 |
Weighted average remaining intangible amortization life (in months) | 34 months |
Land | |
Schedule of Asset Acquisitions [Line Items] | |
Property, plant and equipment | $ 20,715 |
Building and Improvements | |
Schedule of Asset Acquisitions [Line Items] | |
Property, plant and equipment | 10,846 |
Machinery and Equipment | |
Schedule of Asset Acquisitions [Line Items] | |
Property, plant and equipment | $ 3,410 |
Equity-Method Investments - Sch
Equity-Method Investments - Schedule of Equity-Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Schedule of Equity Method Investments [Line Items] | |||
Company’s income from investments in partially owned entities | $ 122 | $ (139) | |
Investments in partially owned entities | $ 13,167 | $ 14,541 | |
Total | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity interest | 49.00% | ||
Revenues | $ 12,754 | 12,608 | |
Operating income | 821 | 107 | |
Net income | 509 | 69 | |
Company’s income from investments in partially owned entities | 122 | (139) | |
CMAL | |||
Schedule of Equity Method Investments [Line Items] | |||
Revenues | 9,226 | 9,741 | |
Operating income | 127 | 23 | |
Net income | 183 | (2) | |
Company’s income from investments in partially owned entities | 26 | (121) | |
CMAH | |||
Schedule of Equity Method Investments [Line Items] | |||
Revenues | 3,528 | 2,867 | |
Operating income | 694 | 84 | |
Net income | 326 | 71 | |
Company’s income from investments in partially owned entities | 96 | $ (18) | |
Joint Venture | |||
Schedule of Equity Method Investments [Line Items] | |||
Investments in partially owned entities | $ 2,000 |
Redeemable Preferred Shares - N
Redeemable Preferred Shares - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 23, 2018 | Dec. 15, 2010 | Jan. 31, 2009 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2010 |
Class of Stock [Line Items] | ||||||
Preferred shares authorized converted (in shares) | 375,000 | |||||
IPO - Shares From Goldman | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 5,163,716 | |||||
Goldman | IPO - Shares From Goldman | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 5,163,716 | |||||
Goldman | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares converted (in shares) | 28,808,224 | |||||
CMHI | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares converted (in shares) | 4,432,034 | |||||
Series A Preferred Shares | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 125 | |||||
Series A par value (in USD per share) | $ 0.01 | |||||
Proceeds from issuance of shares | $ 100 | |||||
Redemption price as a percentage of liquidation value | 100.00% | |||||
Liquidation value (in USD per share) | $ 1,000 | |||||
Dividend rate | 12.50% | |||||
Redemption and distributions paid on preferred shares of beneficial interest – Series A | $ 100 | |||||
Series B Preferred Shares | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 375,000 | |||||
Proceeds from issuance of shares | $ 368,500 | |||||
Shares authorized (in shares) | 375,000 | |||||
Series B par value (in USD per share) | $ 0.01 | $ 0.01 | ||||
Payment of accrued and unpaid dividends | $ 1,800 | $ 0 | $ 1,817 | |||
Series B Preferred Shares | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares converted (in shares) | 33,240,258 | |||||
Series B Preferred Shares | Goldman | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 325,000 | |||||
Series B Preferred Shares | CMHI | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued (in shares) | 50,000 |
Acquisition, Litigation and O_3
Acquisition, Litigation and Other Special Charges - Components of Charges (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Acquisition, Litigation and Other Special Charges [Abstract] | ||
Acquisition related costs | $ 1,441,000 | $ 0 |
Litigation | 910,000 | 0 |
Severance, equity award modifications and acceleration | 4,293,000 | 2,600,000 |
Non-offering related equity issuance expenses | 1,511,000 | 1,241,000 |
Terminated site operations costs | 338,000 | 0 |
Total other | 6,142,000 | 3,841,000 |
Total acquisition, litigation, and other | $ 8,493,000 | $ 3,841,000 |
Acquisition, Litigation and O_4
Acquisition, Litigation and Other Special Charges - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Acquisition, Litigation and Other Special Charges [Abstract] | ||
Acquisition related costs | $ 1,441,000 | $ 0 |
Litigation | 910,000 | 0 |
Severance | 1,200,000 | |
Accelerated equity award vesting | $ 3,100,000 | |
Accelerated equity award vesting (in shares) | 100,000 | |
Share-based compensation expense (modification and acceleration of equity awards) | $ 2,900,000 | 2,600,000 |
Non-offering related equity issuance expenses | 1,511,000 | 1,241,000 |
Terminated site operations costs | $ 338,000 | $ 0 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Borrowings (Details) - Americold Realty Operating Partnership, L.P. - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 04, 2018 | Nov. 06, 2018 |
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 1,363,327 | |||
Total mortgage notes and term loans, net of unamortized deferred financing costs and debt discount | 1,350,120 | |||
Mortgage Notes and Term Loans | 2018 Senior Secured Term Loan A Facility | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | 1,363,327 | $ 1,364,957 | ||
Estimated Fair Value | 1,391,121 | 1,365,812 | ||
Less: deferred financing costs | (12,946) | (13,666) | ||
Less: debt discount | (261) | (277) | ||
Total mortgage notes and term loans, net of unamortized deferred financing costs and debt discount | 1,350,120 | 1,351,014 | ||
Mortgage Loans | 2013 Mortgage Loans | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | 288,327 | 289,957 | ||
Estimated Fair Value | $ 286,746 | 283,687 | ||
Mortgage Loans | Senior note | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 3.81% | |||
Effective Interest Rate as of March 31, 2019 | 4.14% | |||
Carrying Amount | $ 186,327 | 187,957 | ||
Estimated Fair Value | $ 185,861 | 184,667 | ||
Mortgage Loans | Mezzanine A | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 7.38% | |||
Effective Interest Rate as of March 31, 2019 | 7.55% | |||
Carrying Amount | $ 70,000 | 70,000 | ||
Estimated Fair Value | $ 69,125 | 67,900 | ||
Mortgage Loans | Mezzanine B | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 11.50% | |||
Effective Interest Rate as of March 31, 2019 | 11.75% | |||
Carrying Amount | $ 32,000 | 32,000 | ||
Estimated Fair Value | $ 31,760 | 31,120 | ||
Senior Notes | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 1.45% | |||
Senior Notes | Senior Unsecured Notes | ||||
Debt Instrument [Line Items] | ||||
Carrying Amount | $ 600,000 | 600,000 | ||
Estimated Fair Value | $ 627,000 | 609,500 | ||
Senior Notes | Series A 4.68% notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 4.68% | 4.68% | ||
Effective Interest Rate as of March 31, 2019 | 4.77% | |||
Carrying Amount | $ 200,000 | 200,000 | ||
Estimated Fair Value | $ 209,000 | 202,500 | ||
Senior Notes | Series B 4.86% notes due 2029 | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Rate | 4.86% | 4.86% | ||
Effective Interest Rate as of March 31, 2019 | 4.92% | |||
Carrying Amount | $ 400,000 | 400,000 | ||
Estimated Fair Value | $ 418,000 | 407,000 | ||
Term Loans | 2018 Senior Secured Term Loan A Facility | ||||
Debt Instrument [Line Items] | ||||
Effective Interest Rate as of March 31, 2019 | 4.38% | |||
Carrying Amount | $ 475,000 | 475,000 | ||
Estimated Fair Value | $ 477,375 | $ 472,625 | ||
Revolving Credit Facility | Line of Credit | 2018 Senior Unsecured Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Effective Interest Rate as of March 31, 2019 | 0.35% | |||
Carrying Amount | $ 0 | |||
Estimated Fair Value | 0 | |||
Less: deferred financing costs | $ (4,900) | $ (8,900) |
Debt - Additional Information (
Debt - Additional Information (Details) - Americold Realty Operating Partnership, L.P. | Dec. 04, 2018USD ($) | Nov. 06, 2018USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 03, 2018USD ($) | Mar. 31, 2018 | May 01, 2013USD ($)warehouse |
Line of Credit | 2018 Senior Unsecured Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Change in fee on unused borrowing capacity | 0.50% | ||||||
Maximum leverage ratio | 60.00% | ||||||
Minimum base coverage ratio | 1 | ||||||
Minimum fixed charge coverage ratio | 1.40 | 1.50 | |||||
Minimum borrowing base debt service coverage ratio | 2 | ||||||
Minimum tangible net worth requirement | $ 900,000,000 | ||||||
Minimum tangible net worth requirement, additional percentage of net equity proceeds | 70.00% | ||||||
Maximum recourse secured debt ratio | 0.2 | ||||||
Line of Credit | Revolving Credit Facility | 2018 Senior Unsecured Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Revolver borrowing capacity | $ 800,000,000 | $ 450,000,000 | |||||
Revolver borrowing capacity, foreign currencies | 400,000,000 | ||||||
Unamortized debt issuance cost | $ 8,900,000 | $ 4,900,000 | |||||
Line of Credit | Revolving Credit Facility | 2018 Senior Unsecured Revolving Credit Facility | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.45% | ||||||
Line of Credit and Medium-Term Notes | 2018 Senior Unsecured Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Gross value of assets included in calculations under credit agreement | $ 3,200,000,000 | ||||||
Borrowing base collateral value | 1,900,000,000 | ||||||
Letter of credit amount outstanding | $ 29,200,000 | $ 29,600,000 | |||||
Line of Credit and Medium-Term Notes | Revolving Credit Facility | 2018 Senior Unsecured Revolving Credit Facility | LIBOR | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.35% | ||||||
Line of Credit and Medium-Term Notes | Revolving Credit Facility | 2018 Senior Unsecured Revolving Credit Facility | LIBOR | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.45% | ||||||
Senior Notes | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 1.45% | ||||||
Senior Notes | Senior Unsecured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Maximum leverage ratio | 60.00% | ||||||
Minimum fixed charge coverage ratio | 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% | ||||||
Maximum unsecured indebtedness to qualified assets ratio | 0.60 | ||||||
Minimum unsecured debt service ratio | 2 | ||||||
Maximum total secured indebtedness ratio | 0.40 | ||||||
Senior Notes | Series A 4.68% notes due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt | $ 200,000,000 | ||||||
Interest rate | 4.68% | 4.68% | |||||
Senior Notes | Series B 4.86% notes due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt | $ 400,000,000 | ||||||
Interest rate | 4.86% | 4.86% | |||||
Mortgage Loans | 2010 CMBS Financing | |||||||
Debt Instrument [Line Items] | |||||||
Indebtedness repaid | $ 600,000,000 | ||||||
Mortgage Loans | 2013 Mortgage Loans | |||||||
Debt Instrument [Line Items] | |||||||
Number of properties | warehouse | 15 | ||||||
Minimum borrowing base debt service coverage ratio | 1.10 | ||||||
Restricted cash associated with debt | $ 3,400,000 | ||||||
Debt service coverage ratio | 1.72 | ||||||
Face amount of debt | $ 322,000,000 | ||||||
Mortgage Loans | 2013 Mortgage Loans | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 3.81% | ||||||
Mortgage Loans | 2013 Mortgage Loans | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 11.50% | ||||||
Discount Rate | Senior Notes | Senior Unsecured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Discount rate | 0.005 |
Debt - Schedule of Aggregate Ma
Debt - Schedule of Aggregate Maturities of Total Indebtedness (Details) - Americold Realty Operating Partnership, L.P. $ in Thousands | Mar. 31, 2019USD ($) |
Debt Instrument [Line Items] | |
Year 1 | $ 6,557 |
Year 2 | 6,833 |
Year 3 | 7,102 |
Year 4 | 482,381 |
Year 5 | 260,454 |
Thereafter | 600,000 |
Aggregate principal amount of debt | 1,363,327 |
Less unamortized discount and deferred financing costs | (13,207) |
Total mortgage notes and term loans, net of unamortized deferred financing costs and debt discount | $ 1,350,120 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) - Mar. 31, 2019 $ in Millions, $ in Millions | USD ($) | AUD ($) | NZD ($) |
Interest Rate Swap | |||
Derivative [Line Items] | |||
Notional amount | $ 100,000,000 | ||
Intercompany Loan | Australian Intercompany Loan | Foreign Exchange Forward | |||
Derivative [Line Items] | |||
Receivable hedged | $ 153.5 | ||
Intercompany Loan | New Zealand Intercompany Loan | Foreign Exchange Forward | |||
Derivative [Line Items] | |||
Receivable hedged | $ 37.5 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Fair Value Amounts of Derivative Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative [Line Items] | ||
Derivative Assets | $ 47 | $ 2,283 |
Derivative Liabilities | 1,746 | 0 |
Foreign exchange contracts | ||
Derivative [Line Items] | ||
Derivative Assets | 47 | 2,283 |
Derivative Liabilities | 340 | 0 |
Interest rate contracts | ||
Derivative [Line Items] | ||
Derivative Assets | 0 | 0 |
Derivative Liabilities | $ 1,406 | $ 0 |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative [Line Items] | ||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | $ (3,982) | $ (329) |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | 1,268 | 365 |
Interest rate contracts | ||
Derivative [Line Items] | ||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | (1,406) | (329) |
Foreign exchange contracts | ||
Derivative [Line Items] | ||
Amount of Gain or (Loss) Recognized in Other Comprehensive Income on Derivative | (2,576) | 0 |
Interest expense | ||
Derivative [Line Items] | ||
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | 0 | 365 |
Foreign currency exchange gain, net | ||
Derivative [Line Items] | ||
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income | $ 1,268 | $ 0 |
Sale-Leasebacks of Real Estat_2
Sale-Leasebacks of Real Estate (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)warehouse | Dec. 31, 2018USD ($) | |
Sale Leaseback Transaction [Line Items] | ||
Total sale-leaseback financing obligations | $ 118,181 | $ 118,920 |
1 warehouse – 2010 | ||
Sale Leaseback Transaction [Line Items] | ||
Number of warehouses | warehouse | 1 | |
Interest Rate as of March 31, 2019 | 10.34% | |
Total sale-leaseback financing obligations | $ 19,205 | 19,265 |
11 warehouses – 2007 | ||
Sale Leaseback Transaction [Line Items] | ||
Number of warehouses | warehouse | 11 | |
Total sale-leaseback financing obligations | $ 98,976 | $ 99,655 |
11 warehouses – 2007 | Minimum | ||
Sale Leaseback Transaction [Line Items] | ||
Interest Rate as of March 31, 2019 | 7.00% | |
11 warehouses – 2007 | Maximum | ||
Sale Leaseback Transaction [Line Items] | ||
Interest Rate as of March 31, 2019 | 19.59% |
Lease Accounting Lease Accoun_2
Lease Accounting Lease Accounting - Lessee Narrative (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Extended lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 34 years |
Extended lease term | 10 years |
Lease Accounting Lease Accoun_3
Lease Accounting Lease Accounting - Lessee, Lease Expenses (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($)warehouse | |
Leases [Abstract] | |
Operating lease cost | $ 8,075 |
Financing lease cost: | |
Depreciation | 2,256 |
Interest on lease liabilities | 650 |
Sublease income | (122) |
Net lease expense | $ 10,859 |
Number of properties subleased | warehouse | 2 |
Lease Accounting Lease Accoun_4
Lease Accounting Lease Accounting - Lessee, Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ (7,360) | |
Operating cash flows from finance leases | (650) | |
Financing cash flows from finance leases | (2,616) | |
Right-of-use assets obtained in exchange for lease obligations | ||
Operating leases | 4,923 | $ 0 |
Finance leases | $ 2,710 | $ 330 |
Weighted-average remaining lease term (years) | ||
Operating leases | 6 years | |
Finance leases | 4 years 9 months 18 days | |
Weighted-average discount rate | ||
Operating leases | 4.00% | |
Finance leases | 6.40% |
Lease Accounting Lease Accoun_5
Lease Accounting Lease Accounting - Lessee, Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Lease Payments | |
2019 (excluding 3 months ended March 31, 2019) | $ 19,653 |
2020 | 22,476 |
2021 | 14,134 |
2022 | 9,487 |
2023 | 7,863 |
Thereafter | 18,764 |
Total future minimum lease payments | 92,377 |
Less: Interest | (11,925) |
Total future minimum lease payments less interest | 80,452 |
Finance Leases | |
2019 (excluding 3 months ended March 31, 2019) | 9,730 |
2020 | 12,380 |
2021 | 11,101 |
2022 | 5,902 |
2023 | 3,153 |
Thereafter | 6,341 |
Total future minimum lease payments | 48,607 |
Less: Interest | (7,712) |
Total | 40,895 |
Total | |
2019 (excluding 3 months ended March 31, 2019) | 29,383 |
2020 | 34,856 |
2021 | 25,235 |
2022 | 15,389 |
2023 | 11,016 |
Thereafter | 25,105 |
Total future minimum lease payments | 140,984 |
Less: Interest | (19,637) |
Total future minimum lease payments less interest | 121,347 |
Accounts payable and accrued expenses | |
Operating Lease Payments | |
Total future minimum lease payments less interest | 195 |
Finance Leases | |
Total | 7 |
Total | |
Total future minimum lease payments less interest | 202 |
Operating lease obligations | |
Operating Lease Payments | |
Total future minimum lease payments less interest | 80,257 |
Finance Leases | |
Total | 0 |
Total | |
Total future minimum lease payments less interest | 80,257 |
Finance lease obligations | |
Operating Lease Payments | |
Total future minimum lease payments less interest | 0 |
Finance Leases | |
Total | 40,888 |
Total | |
Total future minimum lease payments less interest | $ 40,888 |
Lease Accounting Lease Accoun_6
Lease Accounting Lease Accounting - Lessor, Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Minimum | |
Lessor, Lease, Description [Line Items] | |
Remaining term | 1 year |
Maximum | |
Lessor, Lease, Description [Line Items] | |
Remaining term | 10 years |
Equipment Leased to Other Party | |
Lessor, Lease, Description [Line Items] | |
Land and buildings and improvements, gross value | $ 368.6 |
Land and buildings and improvements, net value | 327.4 |
Depreciation | $ 4.8 |
Lease Accounting Lease Accoun_7
Lease Accounting Lease Accounting - Future Minimum Payments to be Received (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 (excluding 3 months ended March 31, 2019) | $ 10,819 |
2020 | 11,507 |
2021 | 8,826 |
2022 | 7,669 |
2023 | 6,375 |
Thereafter | 17,974 |
Total | $ 63,170 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted cash | $ 6,812 | $ 6,019 | $ 19,394 |
Derivative liability | 1,746 | 0 | |
Derivative asset | 47 | 2,283 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Mortgage notes, term loans and senior unsecured notes(1) | 1,391,121 | 1,365,812 | |
Measured at fair value on a recurring basis | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents | 172,838 | 208,078 | |
Restricted cash | 6,812 | 6,019 | |
Measured at fair value on a recurring basis | Level 2 | Interest rate swap liability | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 1,406 | 0 | |
Measured at fair value on a recurring basis | Level 2 | Cross-currency swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative liability | 340 | 0 | |
Derivative asset | 47 | 2,283 | |
Measured at fair value on a non-recurring basis | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Property, plant and equipment | $ 9,080 | $ 0 |
Dividends and Distributions (De
Dividends and Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | ||||
Dec. 31, 2018 | Jan. 31, 2018 | Apr. 30, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Apr. 30, 2018 | Apr. 30, 2019 | |
Dividends Payable [Line Items] | |||||||||
Dividend Per Share (in USD per share) | $ 0.2024 | $ 0.1504 | |||||||
Participating Dividend | |||||||||
Dividends Payable [Line Items] | |||||||||
Dividend Per Share (in USD per share) | $ 0.0186 | $ 0.1875 | $ 0.1396 | ||||||
Common Shares | |||||||||
Distributions Declared | $ 28,200 | $ 1,291 | $ 28,218 | $ 20,145 | $ 21,436 | ||||
Distributions Paid | 1,291 | 28,218 | 0 | 1,232 | |||||
Participating Dividend | Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest. | |||||||||
Common Shares | |||||||||
Distributions Paid | 127 | ||||||||
Participating Dividend | Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation). | |||||||||
Common Shares | |||||||||
Distributions Paid | 7 | ||||||||
Participating Dividend | Subsequent Event | |||||||||
Dividends Payable [Line Items] | |||||||||
Dividend Per Share (in USD per share) | $ 0.2 | ||||||||
Common Shares | |||||||||
Distributions Declared | $ 30,235 | $ 30,235 | |||||||
Distributions Paid | 0 | 28,098 | |||||||
Series B Preferred Stock | Participating Dividend | |||||||||
Series B Preferred Shares | |||||||||
Distributions Declared | 619 | 0 | $ 0 | ||||||
Distributions Paid | 619 | 0 | |||||||
Series B Preferred Stock | Participating Dividend | Dividend equivalents accrued on unvested restricted stock units to be paid when the awards vest. | |||||||||
Series B Preferred Shares | |||||||||
Distributions Declared | 0 | ||||||||
Distributions Paid | $ 0 | ||||||||
Series B Preferred Stock | Participating Dividend | Dividend equivalents paid on unvested restricted stock units that are not expected to vest (recognized as additional compensation). | |||||||||
Series B Preferred Shares | |||||||||
Distributions Declared | 0 | ||||||||
Distributions Paid | $ 0 | ||||||||
Series B Preferred Stock | Participating Dividend | Subsequent Event | |||||||||
Series B Preferred Shares | |||||||||
Distributions Declared | 0 | 0 | |||||||
Distributions Paid | $ 0 | $ 0 | |||||||
Series B Preferred Stock | Fixed Dividend | |||||||||
Series B Preferred Shares | |||||||||
Distributions Declared | 1,198 | 1,817 | |||||||
Distributions Paid | $ 1,198 | $ 1,817 |
Partners Capital Partners Cap_2
Partners Capital Partners Capital (Details) - Americold Realty Operating Partnership, L.P. - USD ($) $ in Thousands | Jan. 31, 2018 | Jan. 23, 2018 | Jan. 31, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 |
Incentive Distribution Made to Managing Member or General Partner [Line Items] | ||||||||
Distributions Declared | $ 5,750 | $ 3,242 | $ 0 | $ 20,145 | $ 29,137 | |||
Distributions Paid | $ 5,750 | $ 3,242 | $ 28,098 | $ 0 | $ 8,992 | |||
Subsequent Event | ||||||||
Incentive Distribution Made to Managing Member or General Partner [Line Items] | ||||||||
Distributions Declared | $ 30,235 | $ 30,235 | ||||||
Distributions Paid | $ 0 | $ 28,098 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 15 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Jan. 04, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation charges | $ 5,700 | $ 4,500 | ||
Accelerated equity award vesting | 3,100 | |||
Stock-based compensation expense associated with plan modification | 2,900 | 2,600 | ||
Unrecognized stock-based compensation expense | $ 35,800 | $ 35,800 | ||
Unrecognized stock-based compensation expense, period for recognition | 2 years 7 months | |||
Share-based compensation expense (modification and acceleration of equity awards) | $ 3,044 | 2,600 | ||
Severance, equity award modifications and acceleration | $ 4,293 | 2,600 | ||
Accelerated equity award vesting (in shares) | 100,000 | |||
Accelerated compensation from executive termination | $ 200 | |||
Fair value at grant date of stock option award | 100 | 300 | ||
Intrinsic value of options exercised | $ 11,000 | $ 1,000 | ||
Time-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 235,222 | |||
Market-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 232,567 | 499,000 | ||
Vesting period | 3 years | |||
TSR, Minimum | 8.00% | |||
TSR, Target | 10.00% | |||
Market Performance Percentage, Minimum | 50.00% | |||
Market Performance Percentage, Target | 100.00% | |||
TSR, Maximum | 12.00% | |||
Market Performance Percentage, Maximum | 150.00% | |||
Vesting Period One | Time-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 12,285 | 331,250 | ||
Vesting period | 1 year | 3 years | ||
Vesting Period Two | Time-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 222,937 | 42,188 | ||
Vesting period | 1 year | |||
Vesting Period Three | Time-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of awards granted (in shares) | 398,125 | |||
Minimum | Vesting Period Two | Time-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Minimum | Vesting Period Three | Time-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | |||
Maximum | Vesting Period Two | Time-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Maximum | Vesting Period Three | Time-Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
2008 Equity Inventive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized (in shares) | 4,900,025 | 4,900,025 | ||
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 | |||
Amount accrued for dividend equivalents | $ 600 | |||
Selling, General and Administrative Expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation charges | $ 2,600 | $ 1,900 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Grants (Details) - Restricted Stock Units - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Trustee group | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted (in shares) | 12,285 | 373,438 |
Vesting Period | 1 year | |
Grant Date Fair Value (in thousands) | $ 375 | $ 5,975 |
Employee group | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards granted (in shares) | 455,504 | 897,125 |
Grant Date Fair Value (in thousands) | $ 15,169 | $ 12,677 |
Minimum | Trustee group | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period | 1 year | |
Minimum | Employee group | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period | 1 year | 2 years |
Maximum | Trustee group | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period | 3 years | |
Maximum | Employee group | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting Period | 3 years | 4 years |
Share-Based Compensation - Re
Share-Based Compensation - Restricted Stock Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Time-Based Restricted Stock Units | |||
Number of Units | |||
Beginning balance (in shares) | 1,028,256 | ||
Granted (in shares) | 235,222 | ||
Vested (in shares) | (359,901) | ||
Forfeited (in shares) | (119,792) | ||
Ending balance (in shares) | 783,785 | ||
Aggregate intrinsic value | $ 23.9 | $ 26.3 | |
Performance-Based Restricted Stock Units | |||
Number of Units | |||
Beginning balance (in shares) | 71,428 | ||
Granted (in shares) | 0 | ||
Vested (in shares) | (14,286) | ||
Forfeited (in shares) | 0 | ||
Ending balance (in shares) | 57,142 | ||
Aggregate intrinsic value | $ 1.7 | 1.8 | |
Market-Based Restricted Stock Units | |||
Number of Units | |||
Beginning balance (in shares) | 587,500 | ||
Granted (in shares) | 232,567 | 499,000 | |
Vested (in shares) | 0 | ||
Forfeited (in shares) | (33,918) | ||
Ending balance (in shares) | 786,149 | ||
Aggregate intrinsic value | $ 24 | $ 15 | |
Restricted Stock Units | |||
Number of Units | |||
Vested awards (in shares) | 627,890 | ||
Vested awards, aggregate intrinsic value | $ 19.2 | ||
Vested awards, aggregate intrinsic value (in USD per share) | $ 30.51 | ||
Weighted average grant date fair value, awards granted (in USD per share) | 33.23 | ||
Weighted average grant date fair value, awards vested (in USD per share) | 15.89 | ||
Weighted average grant date fair value, awards forfeited (in USD per share) | 15.43 | ||
Weighted average grant date fair value, non-vested awards (in USD per share) | $ 22.13 | ||
Resigned Trustee | Restricted Stock Units | |||
Number of Units | |||
Vested awards (in shares) | 568,753 |
Share-Based Compensation - Perf
Share-Based Compensation - Performance Thresholds (Details) | Mar. 31, 2019 | Mar. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RMS Relative Market Performance, High Level | 75.00% | |
RMS Relative Market Performance, Target Level | 55.00% | |
RMS Relative Market Performance, Threshold Level | 33.00% | |
RMS Relative Market Performance, Below Threshold Level | 30.00% | |
Market-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Market Performance Vesting Percentage, High Level | 200.00% | |
Market Performance Vesting Percentage, Target Level | 100.00% | |
Market Performance Vesting Percentage, Threshold Level | 50.00% | |
Market Performance Vesting Percentage, Below Threshold Level | 0.00% | |
TSR, Maximum | 12.00% | |
Market Performance Percentage, Maximum | 150.00% | |
TSR, Target | 10.00% | |
Market Performance Percentage, Target | 100.00% | |
TSR, Minimum | 8.00% | |
Market Performance Percentage, Minimum | 50.00% |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions for Valuation of RSUs (Details) - Market-Based Restricted Stock Units | Mar. 15, 2019 | Mar. 08, 2019 | Oct. 01, 2018 | Jul. 01, 2018 | Apr. 02, 2018 | Feb. 26, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected Stock Price Volatility | 22.00% | 22.00% | 25.00% | 30.00% | 30.00% | 30.00% |
Risk-Free Interest Rate | 2.40% | 2.43% | 2.85% | 2.58% | 2.34% | 2.35% |
Dividend Yield | 2.62% | 2.70% | 3.01% | 3.41% | 4.04% | 4.70% |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares (In thousands) | ||||
Outstanding, beginning balance (in shares) | 2,355,787 | 5,477,617 | 5,477,617 | |
Granted (in shares) | 0 | 0 | ||
Exercised (in shares) | (607,374) | (95,000) | ||
Forfeited or expired (in shares) | (173,000) | (70,000) | ||
Outstanding, ending balance (in shares) | 1,575,413 | 5,312,617 | 2,355,787 | 5,477,617 |
Weighted-Average Exercise Price | ||||
Outstanding, beginning balance (in USD per share) | $ 9.81 | $ 9.72 | $ 9.72 | |
Granted (in USD per share) | 0 | 0 | ||
Exercised (in USD per share) | 9.81 | 7.85 | ||
Forfeited or expired (in USD per share) | 9.81 | 9.81 | ||
Outstanding, ending balance (in USD per share) | $ 9.81 | $ 9.76 | $ 9.81 | $ 9.72 |
Weighted-Average Remaining Contractual Terms (Years) | ||||
Outstanding | 5 years 8 months | 5 years 9 months | 5 years 4 months 24 days | 6 years |
Exercisable | ||||
Shares (in shares) | 1,350,316 | 3,665,864 | ||
Weighted-Average Exercise Price (in USD per share) | $ 9.81 | $ 9.73 | ||
Weighted-Average Remaining Contractual Terms (Years) | 5 years 6 months | 4 years 11 months |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) | $ 488 | $ (89) | |
Liability for uncertain tax positions | $ 400 | $ 400 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Period Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 20 | $ 85 |
Interest cost | 727 | 686 |
Expected return on plan assets | (753) | (899) |
Amortization of net loss | 517 | 490 |
Amortization of prior service cost | 7 | 8 |
Net pension benefit cost | 518 | 370 |
Other Post-Retirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 0 |
Interest cost | 6 | 5 |
Expected return on plan assets | 0 | 0 |
Amortization of net loss | (1) | 0 |
Amortization of prior service cost | 0 | 0 |
Net pension benefit cost | 5 | 5 |
Retirement Income Plan | Pension | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 8 |
Interest cost | 397 | 354 |
Expected return on plan assets | (440) | (512) |
Amortization of net loss | 377 | 311 |
Amortization of prior service cost | 0 | 0 |
Net pension benefit cost | 334 | 161 |
National Service-Related Pension Plan | Pension | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 0 | 19 |
Interest cost | 311 | 300 |
Expected return on plan assets | (294) | (342) |
Amortization of net loss | 141 | 179 |
Amortization of prior service cost | 0 | 0 |
Net pension benefit cost | 158 | 156 |
Superannuation | Pension | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 20 | 58 |
Interest cost | 13 | 27 |
Expected return on plan assets | (19) | (45) |
Amortization of net loss | 0 | 0 |
Amortization of prior service cost | 7 | 8 |
Net pension benefit cost | $ 21 | $ 48 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Retirement Benefits [Abstract] | |
Expected contribution plan in 2019 | $ 2,500 |
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) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 1994 | Mar. 31, 2019 | Dec. 31, 2018 | |
Loss Contingencies [Line Items] | |||
Collective-bargaining arrangement, percentage of participants | 58.00% | ||
Collective-bargaining arrangement, percentage of participants expiring in 2018 | 4.00% | ||
Kansas Breach of Settlement Agreement | |||
Loss Contingencies [Line Items] | |||
Litigation settlement | $ 58.7 | ||
Surety Bond | |||
Loss Contingencies [Line Items] | |||
Outstanding surety bond | $ 2.7 | $ 2.7 | |
Americold Realty Operating Partnership, L.P. | Line of Credit and Medium-Term Notes | 2018 Senior Unsecured Revolving Credit Facility | |||
Loss Contingencies [Line Items] | |||
Letter of credit amount outstanding | $ 29.2 | $ 29.6 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income - Activity in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 706,755 | $ (186,924) |
Other comprehensive loss | (969) | (938) |
Ending balance | 680,477 | 641,988 |
Accumulated other comprehensive loss | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (12,515) | (230) |
Ending balance | (13,484) | (1,168) |
Pension and other postretirement benefits | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (8,027) | (7,126) |
Other comprehensive loss | 524 | 499 |
Ending balance | (7,503) | (6,627) |
Pension and other postretirement benefits, gain (loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Other comprehensive (loss) income, before reclassifications, before tax | 517 | 491 |
Other comprehensive (loss) income, before reclassifications, tax | 0 | 0 |
Other comprehensive (loss) income, before reclassifications | 517 | 491 |
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 | 8 |
Less: Tax expense | 0 | 0 |
Net amount reclassified from AOCI to net income/loss | 7 | 8 |
Foreign currency translation adjustment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (3,322) | 8,318 |
Other comprehensive loss, before tax | 1,221 | (1,473) |
Less: Tax expense/(Tax benefit) | 0 | 0 |
Other comprehensive loss | 1,221 | (1,473) |
Ending balance | (2,101) | 6,845 |
Cash flow hedge derivatives | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (1,166) | (1,422) |
Other comprehensive (loss) income, before reclassifications, before tax | (3,982) | (314) |
Other comprehensive (loss) income, before reclassifications, tax | 0 | 15 |
Other comprehensive (loss) income, before reclassifications | (3,982) | (329) |
Ending balance | (3,880) | (1,386) |
Interest expense | Cash flow hedge derivatives | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Net amount reclassified from AOCI to net income/loss | 0 | 365 |
Foreign currency exchange gain, net | Cash flow hedge derivatives | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Net amount reclassified from AOCI to net income/loss | $ 1,268 | $ 0 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 05, 2019 | Sep. 18, 2018 | Jan. 23, 2018 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Mar. 08, 2018 |
Related Party Transaction [Line Items] | |||||||||
Underwriting fees paid | $ 0 | $ 5,750 | |||||||
Par value of common shares (in USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
YF ART Holdings L.P. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares pledged in financing arrangement (in shares) | 54,952,774 | ||||||||
Shares pledged in financing arrangement as a percentage of shares issue and outstanding | 38.60% | ||||||||
Principal Owner | Goldman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest expense | $ 400 | $ 900 | |||||||
Underwriting fees paid | $ 5,000 | $ 2,600 | |||||||
Principal Owner | Goldman | 2018 Senior Unsecured Revolving Credit Facility | Credit Facility | |||||||||
Related Party Transaction [Line Items] | |||||||||
Commitments from lending group under credit facility | $ 90,000 | $ 90,000 | |||||||
Commitments from lending group under credit facility, percentage | 7.10% | 7.10% | |||||||
Principal Owner | Affiliate of Goldman | Australia Term Loan | Term Loans | |||||||||
Related Party Transaction [Line Items] | |||||||||
Lender participation in loans | 2.50% | 2.50% | |||||||
Principal Owner | Affiliate of Goldman | New Zealand Term Loan | Term Loans | |||||||||
Related Party Transaction [Line Items] | |||||||||
Lender participation in loans | 31.80% | 31.80% | |||||||
Principal Owner | Fortress Investment Group LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares owned by related party (in shares) | 7,235,529 | ||||||||
IPO - Shares From Goldman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares sold (in shares) | 5,163,716 | ||||||||
Ownership percentage | 16.70% | ||||||||
IPO - Shares From Goldman | Goldman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares sold (in shares) | 5,163,716 | ||||||||
IPO | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares sold (in shares) | 33,350,000 | ||||||||
Underwriting fees paid | $ 40,000 | ||||||||
IPO | Goldman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Refunds from underwriters | 1,600 | ||||||||
Public Offering - Goldman Sachs | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares sold (in shares) | 9,083,280 | 8,061,228 | |||||||
Ownership percentage | 9.90% | ||||||||
Public Offering - Goldman Sachs | Goldman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Refunds from underwriters | $ 700 | ||||||||
IPO - YF ART Holdings | YF ART Holdings L.P. | |||||||||
Related Party Transaction [Line Items] | |||||||||
Refunds from underwriters | $ 4,200 | ||||||||
Public Offering - YF ART Holdings | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares sold (in shares) | 38,422,583 | 16,500,000 | 16,530,191 | ||||||
Ownership percentage | 26.00% | ||||||||
Common Stock | Goldman | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares converted (in shares) | 28,808,224 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 4 | |
Segment revenues: | ||
Revenues | $ 393,079 | $ 391,141 |
Segment contribution: | ||
Segment contribution | 16,417 | 35,932 |
Reconciling items: | ||
Depreciation, depletion, and amortization | (30,096) | (29,408) |
Selling, general and administrative expense | (31,117) | (28,106) |
Acquisition, litigation, and other | (8,493) | (3,841) |
Impairment of long-lived assets | (12,555) | 0 |
Income (loss) from investments in partially owned entities | 122 | (139) |
Interest expense | (21,576) | (24,495) |
Interest income | 1,003 | 623 |
Loss on debt extinguishment and modification | 0 | (21,385) |
Foreign currency exchange gain | 60 | 680 |
Other (expense) income, net | (167) | 56 |
Loss before income tax (expense) benefit | (4,141) | (8,728) |
Operating Segments | ||
Segment revenues: | ||
Revenues | 393,079 | 391,141 |
Segment contribution: | ||
Segment contribution | 98,678 | 97,287 |
Operating Segments | Warehouse | ||
Segment revenues: | ||
Revenues | 289,615 | 286,517 |
Segment contribution: | ||
Segment contribution | 90,819 | 89,570 |
Operating Segments | Third-Party Managed | ||
Segment revenues: | ||
Revenues | 64,136 | 63,876 |
Segment contribution: | ||
Segment contribution | 3,259 | 3,777 |
Operating Segments | Transportation | ||
Segment revenues: | ||
Revenues | 37,096 | 38,345 |
Segment contribution: | ||
Segment contribution | 4,356 | 3,594 |
Operating Segments | Other | ||
Segment revenues: | ||
Revenues | 2,232 | 2,403 |
Segment contribution: | ||
Segment contribution | $ 244 | $ 346 |
Loss per Common Share - Narrati
Loss per Common Share - Narrative (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Weighted-average number of unvested restricted stock units that participated in the distribution of common dividends (in shares) | 0 | 0 |
Restricted Stock Units | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Weighted-average number of unvested restricted stock units that participated in the distribution of common dividends (in shares) | 1,266,323 | |
Restricted Stock Units, Vested | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Weighted-average number of unvested restricted stock units that participated in the distribution of common dividends (in shares) | 627,891 |
Loss per Common Share - Reconci
Loss per Common Share - Reconciliation of Weighted Average Number of Common Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Weighted average common shares outstanding – basic (in shares) | 149,404 | 124,433 |
Dilutive effect of share-based awards (in shares) | 0 | 0 |
Equity forward contract (in shares) | 0 | 0 |
Weighted average common shares outstanding – diluted (in shares) | 149,404 | 124,433 |
Loss per Common Share - Antidil
Loss per Common Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average number of antidilutive potential common shares excluded from computation (in shares) | 9,349 | 16,096 |
Series B Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average number of antidilutive potential common shares excluded from computation (in shares) | 0 | 8,495 |
Common share warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average number of antidilutive potential common shares excluded from computation (in shares) | 0 | 1,642 |
Employee stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average number of antidilutive potential common shares excluded from computation (in shares) | 1,856 | 5,347 |
Restricted stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average number of antidilutive potential common shares excluded from computation (in shares) | 1,493 | 612 |
Equity forward contract shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted-average number of antidilutive potential common shares excluded from computation (in shares) | 6,000 | 0 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 387,983 | $ 385,483 |
Lease revenue | 5,096 | 5,658 |
Total revenues from contracts with all customers | 393,079 | 391,141 |
Warehouse rent and storage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 121,308 | 120,124 |
Warehouse services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 163,235 | 160,790 |
Third-party managed | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 64,118 | 63,826 |
Transportation | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 37,096 | 38,345 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,226 | 2,398 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 318,601 | 311,085 |
Lease revenue | 5,096 | 5,658 |
Total revenues from contracts with all customers | 323,697 | 316,743 |
United States | Warehouse rent and storage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 106,823 | 104,360 |
United States | Warehouse services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 128,891 | 125,248 |
United States | Third-party managed | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 57,013 | 56,015 |
United States | Transportation | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 23,648 | 23,064 |
United States | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,226 | 2,398 |
Australia | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 55,054 | 58,225 |
Lease revenue | 0 | 0 |
Total revenues from contracts with all customers | 55,054 | 58,225 |
Australia | Warehouse rent and storage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 9,368 | 10,339 |
Australia | Warehouse services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 29,998 | 30,438 |
Australia | Third-party managed | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,860 | 3,249 |
Australia | Transportation | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 12,828 | 14,199 |
Australia | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
New Zealand | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 7,584 | 8,193 |
Lease revenue | 0 | 0 |
Total revenues from contracts with all customers | 7,584 | 8,193 |
New Zealand | Warehouse rent and storage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 3,980 | 3,872 |
New Zealand | Warehouse services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 3,495 | 4,117 |
New Zealand | Third-party managed | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
New Zealand | Transportation | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 109 | 204 |
New Zealand | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Argentina | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,499 | 3,418 |
Lease revenue | 0 | 0 |
Total revenues from contracts with all customers | 2,499 | 3,418 |
Argentina | Warehouse rent and storage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 1,137 | 1,553 |
Argentina | Warehouse services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 851 | 987 |
Argentina | Third-party managed | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Argentina | Transportation | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 511 | 878 |
Argentina | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Canada | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 4,245 | 4,562 |
Lease revenue | 0 | 0 |
Total revenues from contracts with all customers | 4,245 | 4,562 |
Canada | Warehouse rent and storage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Canada | Warehouse services | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Canada | Third-party managed | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 4,245 | 4,562 |
Canada | Transportation | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 0 | 0 |
Canada | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 0 | $ 0 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Performance Obligations, Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Disaggregation of Revenue [Line Items] | |
Variable consideration, percentage constrained | 100.00% |
Unsatisfied performance obligation | $ 608.2 |
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) | Mar. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, percentage of revenue | 18.00% |
Performance obligation, period for recognition | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligation, percentage of revenue | 82.00% |
Performance obligation, period for recognition | 15 years 9 months 18 days |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Balances, Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | ||||
Receivables from contracts with customers | $ 191,800 | $ 192,100 | $ 177,000 | $ 198,300 |
Unearned revenue | $ 17,994 | $ 18,625 | $ 18,200 | $ 18,800 |
Inventory turn period | 30 days |
Subsequent Events (Details)
Subsequent Events (Details) | May 07, 2019USD ($) | May 01, 2019USD ($)statefacility | Apr. 22, 2019USD ($)shares | Sep. 18, 2018USD ($)shares | Jan. 23, 2018shares | Mar. 31, 2019USD ($)shares |
Public Offering | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares sold (in shares) | shares | 4,000,000 | |||||
Net proceeds from offering | $ | $ 92,500,000 | $ 1,100,000,000 | ||||
Underwriter's Option | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares sold (in shares) | shares | 4,350,000 | 6,063,105 | ||||
Subsequent Event | Cloverleaf Cold Storage | ||||||
Subsequent Event [Line Items] | ||||||
Purchase price | $ | $ 1,260,000,000 | |||||
Number of facilities acquired | facility | 22 | |||||
Number of states where facilities acquired | state | 9 | |||||
Number of facilities acquired, owned and leased | facility | 21 | |||||
Subsequent Event | Lanier Cold Storage | ||||||
Subsequent Event [Line Items] | ||||||
Purchase price | $ | $ 82,000,000 | |||||
Number of facilities acquired | facility | 2 | |||||
Subsequent Event | Public Offering | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares sold (in shares) | shares | 50,312,500 | |||||
Net proceeds from offering | $ | $ 1,210,000,000 | |||||
Subsequent Event | Underwriter's Option | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares sold (in shares) | shares | 6,562,500 | |||||
Subsequent Event | Forward Sale Agreement | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares sold (in shares) | shares | 8,250,000 | |||||
4.10% Senior Unsecured Notes | Senior Notes | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Face amount of debt | $ | $ 350,000,000 | |||||
Interest rate | 4.10% | |||||
Debt term | 10 years 8 months 12 days |