Robb LeMasters
Analyst · Ronald Kamdem with Morgan Stanley
Thanks, Greg, and good morning, everyone. Starting with Slide 8. In our global warehousing segment, third quarter total warehouse NOI was approximately $361 million and same-store NOI declined 4.2% year-over-year to $342 million. Same-store revenue grew 0.4%, same-store physical occupancy rose 110 basis points to 76.2% and economic occupancy rose 30 basis points. Services revenue per throughput pallet grew 2.1%, and rent, storage, and blast revenue per physical pallet is down minus 2.2%. But within the segment, we achieved net pricing of 1% to 2% within our target range. The NOI decline was driven primarily by higher power costs, net of surcharges, which resulted in same-store NOI coming in slightly below our previous expectations. This was driven by our decision to temporarily de-energize portions of our solar arrays following the Big Bear solar fire incident. That being said, we do expect this headwind to be largely transitory as we turn these systems back on. On the chart at the bottom left, same-store occupancy through the first half ran ahead of both typical USDA seasonality and our own 2025 same-store occupancy cadence. The second half has been different from what we expected. USDA seasonality would typically anticipate an uplift of 9% in the second half. Last year, even in a choppy environment, we saw an improvement of 6%. Now with elevated interest rates, fuel prices and carrier rates alongside soft container volumes, we expect muted seasonality in the second half at just 3% sequential growth. Turning to GIS on Slide 9. GIS NOI was approximately $56 million, down 13.8% and below our expectations. Revenue was $352 million, down 3.3%, but up 5%, excluding last year's Spain transportation disposition. GIS margin was 15.9%, down 200 basis points. Macro pressure was concentrated in our North American transportation business, which represents a little over half of the segment's revenue, where we coordinate freight for warehouse customers through consolidation, drayage and brokerage services. We buy capacity from carriers on contract and in the spot market, price out to customers mostly on fixed terms and earn the spread. We began pushing through contract rate increases earlier this year, achieving pricing gains in the 5% to 6% range. While execution was strong, the market continued to tighten with rates moving higher into the 8% to 10% range by the third quarter, leaving us effectively playing catch-up. As a result, we are lowering our full year GIS NOI outlook to $231 million to $236 million or negative 8% to negative 6% from negative 4% to negative 2% previously. Year-to-date, GIS NOI is down about 5%, excluding the $7 million legal settlement in the second quarter against a strong 2025 comparison when full year NOI grew 9%. As we reprice contracts and secure capacity, we expect GIS margins to recover meaningfully over the next couple of quarters, just as they have in the past when going through periods of volatility. It's important to point out that while we experience a headwind when carrier rates increase, we will enjoy a proportional tailwind when they decline. At the end of the day, food needs to be stored and delivered to the end customer, and our GIS business offers even more compelling value to our customers during periods of elevated transportation rates given their propensity to seek more cost-effective solutions. Turning to Slide 10. Third quarter revenue was down 1% year-over-year. Adjusted EBITDA was approximately $317 million, down 7% year-over-year. AFFO was $188 million or $0.73 per share, down 14.1% year-over-year, driven by lower adjusted EBITDA and higher interest expense, largely related to the expiration of hedges. Administrative expenses, excluding stock-based compensation, was approximately $110 million, below the low end of our $120 million to $125 million quarterly guidance range. Part of that was timing. With management's attention dedicated to the Big Bear response, we traveled less and pushed out training and other expenditures. As our outlook became more cautious, we also scrutinized discretionary spending. So while this is a favorable result for admin, we caution against extrapolating this run rate. That said, our $50 million cost takeout effort is ahead of schedule, and we expect to realize a greater portion of that within 2026. We have, therefore, lowered full year administrative expense guidance again to $457 million to $463 million, which implies about $120 million in the fourth quarter. On recurring maintenance capital expenditures, we've lowered full year guidance to $148 million to $155 million from $160 million to $170 million, reflecting procurement savings project batching and improved processes for repositioning material handling equipment across the network. Further, lower taxes and disciplined cash management by our finance team also helped cash flow, driving AFFO ahead of our expectations despite an in-line adjusted EBITDA result. Next is an update on capital structure that you can find on Slide 11. The figures on this slide are as of September 30, and a few things have moved since quarter end, so I'll cover those as well. We ended the quarter with net debt of approximately $8.1 billion and total liquidity of approximately $371 million. Net debt to adjusted EBITDA was 6.4x, and our transaction-adjusted ratio was 5.6x. Two things drove the changes in those metrics since last quarter. First, we retired approximately $1 billion of maturities, which we funded on our revolver. Second, we incurred more than $200 million of costs on Big Bear, primarily to complete cleanup activities and preserve the remaining half of the structure. This came ahead of the insurance proceeds that we now expect in Q4 to offset those outflows. Now, let me explain what we've accomplished since quarter end. In October, we qualified as a direct eligible borrower under the Farm Credit system, reflecting our important positioning within the food and agribusiness sectors. Last week, we closed a $500 million 7-year unsecured term loan led by CoBank that ranks pari passu with our bank debt. Importantly, this agribusiness-focused financing gives us a differentiated source of capital and access to long-term funding at attractive all-in rates below prevailing market levels for comparable debt structures. Proceeds were used to repay revolver borrowings, so the transaction is leverage neutral, and it brings pro forma liquidity to approximately $870 million, not including insurance payments received since quarter end, which I'll touch upon now. On Big Bear, our insurers have approved $100 million of insurance payments since quarter end, and we expect to be approved for an additional $200 million before the end of the year. We carry $325 million of coverage and appreciate our insurance responsiveness and support. Any recovery of lost profits will be excluded from the adjusted EBITDA line and is not contemplated as part of guidance. Separately, we are pursuing $1 billion of recovery through legal means from the third-party Big Bear solar operators. On our strategic portfolio review, we further narrowed our options and still plan to execute transactions that will create sizable cash proceeds early next year. We expect an outcome that further demonstrates the private market's appetite for high-quality cold storage assets at valuations in excess of how the public markets currently value our company. Recent examples of favorable transactions include our sale of a $29 million Salt Lake City asset to an existing customer at a low 6% cap rate, consistent with the mid-6% cap rate on the Santa Maria sale last December, even in choppy macro conditions. Proceeds will go first to reducing leverage and funding our development pipeline. Taken together, the insurance recoveries and the divestiture proceeds support our commitment to bring our net debt to adjusted EBITDA leverage ratio back to 5.0x to 5.5x target, and we expect meaningful progress towards that goal in the first half of 2027. Our development pipeline, which stands at $1.1 billion invested across 17 projects, is expected to add $130 million of incremental NOI at stabilization. The pipeline is approximately 73% pre-leased, up 200 basis points from the prior quarter. These development projects are low risk as the majority are anchored by customers with long-term commitments. For example, our new state-of-the-art fully automated facility in Hazleton continues to ramp in line with our expectations. Turning to our outlook on Slide 12. As Greg said, we're updating our full year 2026 guidance. We now expect same-store NOI growth of negative 3% to negative 2%, total warehouse NOI growth of negative 2.5% to negative 1.5%, GIS NOI of $231 million to $236 million or growth of negative 8% to negative 6% administrative expense of $457 million to $463 million, recurring maintenance CapEx of $148 million to $155 million and adjusted EBITDA of $1.25 billion to $1.27 billion. That takes AFFO per share to $2.86 to $2.98, a narrower range with the same midpoint. The $15 million reduction at the adjusted EBITDA midpoint reflects 3 headwinds and 1 offset. First, as noted on the right side of this slide, we've raised our estimate of the Big Bear headwind to warehouse NOI and adjusted EBITDA in 2026 from $15 million to $20 million. While the direct impact at the facility remains unchanged at $15 million, we now anticipate an additional $5 million related to a network-wide review of our solar portfolio prompted by the solar fire in June. During that review, some systems were de-energized for additional independent safety inspections. Our solar providers are updating technology components and adopting enhanced maintenance procedures before the systems are reenergized. We plan to re-energize the majority of the arrays by early 2027, but the lost solar generation will cost about $5 million this year, split evenly between the third and fourth quarters. This impact alone is expected to reduce same-store NOI results by 75 basis points in the second half. Second, we've modestly lowered our expectations for same-store warehouse activity, reflecting the muted seasonal uplift we discussed earlier and incremental pressure on our import/export business. Third is GIS. Continued carrier rate pressure and the effect of slower import/export activity on our drayage business have prompted a lower full year outlook. Fourth, and as an offset is our progress on administrative costs. Congratulations to the team on their hard work. Our $50 million cost reduction plan is ahead of schedule, and we expect to realize a greater portion of that within 2026, as I mentioned. Altogether, we see these headwinds as transitory, and we expect them to normalize over time. Overall, our execution and balance sheet discipline should provide us the foundation to work through the macro headwinds and position us favorably longer term. I'll turn it back to Greg for some closing thoughts.