Lineage Inc
For the period ended Sep 30, 2024. Filed Nov 6, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 6, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1. Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except par values)
| September 30, | December 31, | |
|---|---|---|
| 2024 | 2023 | |
| (unaudited) | ||
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | $409 | $68 |
| Restricted cash | 3 | 3 |
| Accounts receivable, net | 901 | 913 |
| Inventories | 175 | 171 |
| Prepaid expenses and other current assets | 111 | 101 |
| Total current assets | 1,599 | 1,256 |
| Non-current assets: | ||
| Property, plant, and equipment, net | 10,665 | 10,571 |
| Finance lease right-of-use assets, net | 1,305 | 1,243 |
| Operating lease right-of-use assets, net | 659 | 724 |
| Equity method investments | 120 | 113 |
| Goodwill | 3,444 | 3,394 |
| Other intangible assets, net | 1,221 | 1,280 |
| Other assets | 243 | 290 |
| Total assets | $19,256 | $18,871 |
| Liabilities, Redeemable Noncontrolling Interests, and Equity | ||
| Current liabilities: | ||
| Accounts payable and accrued liabilities | $1,276 | $1,137 |
| Accrued dividends and distributions | 97 | 110 |
| Deferred revenue | 83 | 94 |
| Current portion of long-term debt, net | 39 | 24 |
| Total current liabilities | 1,495 | 1,365 |
| Non-current liabilities: | ||
| Long-term finance lease obligations | 1,296 | 1,305 |
| Long-term operating lease obligations | 632 | 692 |
| Deferred income tax liability | 322 | 370 |
| Long-term debt, net | 4,955 | 8,958 |
| Other long-term liabilities | 434 | 159 |
| Total liabilities | 9,134 | 12,849 |
| Commitments and contingencies (Note 17) | ||
| Redeemable noncontrolling interests | 39 | 349 |
| Stockholders’ equity: | ||
| Common stock, $0.01 par value per share – 500 authorized shares; 228 issued and outstanding at September 30, 2024 and 162 issued and outstanding at December 31, 2023 | 2 | 2 |
| Additional paid-in capital - common stock | 10,744 | 5,961 |
| Series A preferred stock, $0.01 par value per share – 100 authorized shares; no issued and outstanding shares at September 30, 2024 and less than 1 issued and outstanding shares, with an aggregate liquidation preference of $1 at December 31, 2023 | — | 1 |
| Retained earnings (accumulated deficit) | (1,662) | (879) |
| Accumulated other comprehensive income (loss) | (58) | (34) |
| Total stockholders’ equity | 9,026 | 5,051 |
| Noncontrolling interests | 1,057 | 622 |
| Total equity | 10,083 | 5,673 |
| Total liabilities, redeemable noncontrolling interests, and equity | $19,256 | $18,871 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(in millions, except per share amounts)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| (unaudited) | ||||
| Net revenues | $1,335 | $1,329 | $4,001 | $4,008 |
| Cost of operations | 897 | 899 | 2,672 | 2,694 |
| General and administrative expense | 143 | 122 | 394 | 361 |
| Depreciation expense | 156 | 137 | 478 | 402 |
| Amortization expense | 54 | 51 | 162 | 155 |
| Acquisition, transaction, and other expense | 592 | 19 | 612 | 45 |
| Restructuring, impairment, and (gain) loss on disposals | 8 | 4 | 23 | 11 |
| Total operating expense | 1,850 | 1,232 | 4,341 | 3,668 |
| Income from operations | (515) | 97 | (340) | 340 |
| Other income (expense): | ||||
| Equity income (loss), net of tax | — | (2) | (3) | (2) |
| Gain (loss) on foreign currency transactions, net | 14 | (5) | 5 | (9) |
| Interest expense, net | (82) | (126) | (369) | (357) |
| Gain (loss) on extinguishment of debt | (6) | — | (13) | — |
| Other nonoperating income (expense), net | 1 | (19) | 1 | (19) |
| Total other income (expense), net | (73) | (152) | (379) | (387) |
| Net income (loss) before income taxes | (588) | (55) | (719) | (47) |
| Income tax expense (benefit) | (45) | (5) | (48) | (8) |
| Net income (loss) | (543) | (50) | (671) | (39) |
| Less: Net income (loss) attributable to noncontrolling interests | (58) | (11) | (78) | (13) |
| Net income (loss) attributable to Lineage, Inc. | $(485) | $(39) | $(593) | $(26) |
| Other comprehensive income (loss), net of tax: | ||||
| Unrealized gain (loss) on foreign currency hedges and interest rate hedges | (46) | (10) | (56) | (29) |
| Foreign currency translation adjustments | 115 | (78) | 29 | (29) |
| Comprehensive income (loss) | (474) | (138) | (698) | (97) |
| Less: Comprehensive income (loss) attributable to noncontrolling interests | (50) | (21) | (81) | (20) |
| Comprehensive income (loss) attributable to Lineage, Inc. | $(424) | $(117) | $(617) | $(77) |
| Basic earnings (loss) per share | $(2.44) | $(0.26) | $(3.54) | $(0.30) |
| Diluted earnings (loss) per share | $(2.44) | $(0.26) | $(3.54) | $(0.30) |
| Weighted average common shares outstanding: | ||||
| Basic | 210 | 162 | 178 | 162 |
| Diluted | 210 | 162 | 178 | 162 |
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited)
| Common Stock | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in millions) | Redeemable noncontrolling interests | Number of shares | Amount at par value | Additional paid-in capital | Series A preferred stock | Retained earnings (accumulated deficit) | Accumulated other comprehensive income (loss) | Noncontrolling interests | Total equity |
| Balance as of December 31, 2023 | $349 | 162 | $2 | $5,961 | $1 | $(879) | $(34) | $622 | $5,673 |
| Distributions | (1) | — | — | — | — | — | — | (12) | (12) |
| Stock-based compensation | — | — | — | 3 | — | — | — | 2 | 5 |
| Other comprehensive income (loss) | — | — | — | — | — | — | (63) | (8) | (71) |
| Redemption of redeemable noncontrolling interests | (6) | — | — | — | — | — | — | — | — |
| Redemption of common stock | — | — | — | (25) | — | — | — | — | (25) |
| Expiration of redemption option | (92) | — | — | 65 | — | — | — | 27 | 92 |
| Accretion of redeemable noncontrolling interests | 6 | — | — | (6) | — | — | — | — | (6) |
| Net income (loss) | — | — | — | — | — | (40) | — | (8) | (48) |
| Reallocation of noncontrolling interests | — | — | — | (7) | — | — | — | 7 | — |
| Balance as of March 31, 2024 | 256 | 162 | 2 | 5,991 | 1 | (919) | (97) | 630 | 5,608 |
| Common stock issuances, net of equity raise costs | — | — | — | 1 | — | — | — | — | 1 |
| Distributions | — | — | — | — | — | — | — | (12) | (12) |
| Stock-based compensation | — | — | — | 4 | — | — | — | 2 | 6 |
| Other comprehensive income (loss) | — | — | — | — | — | — | (22) | (3) | (25) |
| Redeemable noncontrolling interest adjustment | 4 | — | — | (4) | — | — | — | — | (4) |
| Accretion of redeemable noncontrolling interests | 2 | — | — | (2) | — | — | — | — | (2) |
| Net income (loss) | — | — | — | — | — | (68) | — | (12) | (80) |
| Reallocation of noncontrolling interests | — | — | — | (9) | — | — | — | 9 | — |
| Balance as of June 30, 2024 | 262 | 162 | 2 | 5,981 | 1 | (987) | (119) | 614 | 5,492 |
| Common stock issuances, net of equity raise costs | — | 65 | — | 4,873 | — | — | — | — | 4,873 |
| Assumption of the Put Option liability | — | — | — | — | — | (103) | — | — | (103) |
| Dividends ($0.38 per common share) and other distributions ($0.38 per OP Unit and OPEU) | — | — | — | — | — | (87) | — | (13) | (100) |
| Stock-based compensation | — | 2 | — | 147 | — | — | — | 13 | 160 |
| Withholding of common stock for employee taxes | — | (1) | — | (46) | — | — | — | — | (46) |
| Other comprehensive income (loss) | — | — | — | — | — | — | 61 | 8 | 69 |
| Conversion of Management Profits Interests Class C units | — | — | — | (61) | — | — | — | 61 | — |
| Redemption of preferred shares and OPEUs | — | — | — | (46) | (1) | — | — | (29) | (76) |
| Reimbursement of Advance Distributions | — | — | — | — | — | — | — | 198 | 198 |
| Reclassification of the Preference Shares | (229) | — | — | (22) | — | — | — | — | (22) |
| Issuance of OPEUs and settlement of Class D Units | — | — | — | 114 | — | — | — | 73 | 187 |
| Redeemable noncontrolling interest adjustment | 4 | — | — | (4) | — | — | — | — | (4) |
| Accretion of redeemable noncontrolling interests | 3 | — | — | (3) | — | — | — | — | (3) |
| Net income (loss) | (1) | — | — | — | — | (485) | — | (57) | (542) |
| Reallocation of noncontrolling interests | — | — | — | (189) | — | — | — | 189 | — |
| Balance as of September 30, 2024 | $39 | 228 | $2 | $10,744 | $— | $(1,662) | $(58) | $1,057 | $10,083 |
CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (Unaudited)
| Common Stock | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) · Redeemable noncontrolling interests · Number of shares · Amount at par value · Additional paid-in capital · Series A preferred stock · Retained earnings (accumulated deficit) · Accumulated other comprehensive income (loss) · Noncontrolling interests · Total equity | |||||||||||||||||
| Balance as of December 31, 2022 | $298 | 160 | $2 | $5,915 | $1 | $(713) | $(37) | $641 | $5,809 | ||||||||
| Common stock issuances, net of equity raise costs | 2 | — | 140 | — | — | — | — | 140 | |||||||||
| Contributions from noncontrolling interests | 3 | — | — | — | 2 | 5 | |||||||||||
| Distributions | — | — | — | — | — | — | — | (12) | (12) | ||||||||
| Stock-based compensation | — | — | 3 | — | — | — | 2 | 5 | |||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | (8) | (1) | (9) | ||||||||
| Redemption of common stock | — | — | — | (3) | — | — | — | — | (3) | ||||||||
| Redemption of units issued as stock compensation | — | — | — | (9) | — | — | — | (1) | (10) | ||||||||
| Redeemable noncontrolling interest adjustment | 4 | — | — | (4) | — | — | — | — | (4) | ||||||||
| Accretion of redeemable noncontrolling interests | 9 | — | — | (9) | — | — | — | — | (9) | ||||||||
| Net income (loss) | — | — | — | — | — | 18 | — | 1 | 19 | ||||||||
| Reallocation of noncontrolling interests | — | — | — | (21) | — | — | 2 | 19 | — | ||||||||
| Balance as of March 31, 2023 | 311 | 162 | 2 | 6,015 | 1 | (695) | (43) | 651 | 5,931 | ||||||||
| Common stock issuances, net of equity raise costs | — | — | — | 2 | — | — | — | — | 2 | ||||||||
| Distributions | — | — | — | — | — | — | — | (12) | (12) | ||||||||
| Stock-based compensation | — | — | — | 4 | — | — | — | 2 | 6 | ||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | 35 | 4 | 39 | ||||||||
| Accretion of redeemable noncontrolling interests | 9 | — | — | (9) | — | — | — | — | (9) | ||||||||
| Net income (loss) | — | — | — | — | — | (5) | — | (3) | (8) | ||||||||
| Reallocation of noncontrolling interests | — | — | — | (11) | — | — | — | 11 | — | ||||||||
| Balance as of June 30, 2023 | 320 | 162 | 2 | 6,001 | 1 | (700) | (8) | 653 | 5,949 | ||||||||
| Distributions | — | — | — | — | — | — | — | (11) | (11) | ||||||||
| Stock-based compensation | — | — | — | 4 | — | — | — | 4 | 8 | ||||||||
| Other comprehensive income (loss) | (1) | — | — | — | — | — | (78) | (9) | (87) | ||||||||
| Noncontrolling interests acquired in business combinations | 7 | — | — | — | — | — | — | — | — | ||||||||
| Sale of noncontrolling interests | — | — | — | — | — | — | — | (4) | (4) | ||||||||
| Redemption of units issued as stock compensation | — | — | — | (3) | — | — | — | — | (3) | ||||||||
| Redeemable noncontrolling interest adjustment | (6) | — | — | 6 | — | — | — | — | 6 | ||||||||
| Accretion of redeemable noncontrolling interests | 9 | — | — | (9) | — | — | — | — | (9) | ||||||||
| Net income (loss) | — | — | — | — | — | (39) | — | (11) | (50) | ||||||||
| Reallocation of noncontrolling interests | — | — | — | (10) | — | — | (1) | 11 | — | ||||||||
| Balance as of September 30, 2023 | $329 | 162 | $2 | $5,989 | $1 | $(739) | $(87) | $633 | $5,799 | ||||||||
See accompanying notes to condensed consolidated financial statements
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Nine Months Ended September 30, | ||
|---|---|---|
| 2024 | 2023 | |
| (unaudited) | ||
| Cash flows from operating activities: | ||
| Net income (loss) | $(671) | $(39) |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
| Provision for credit losses | 3 | 4 |
| Impairment of long-lived and intangible assets | 33 | 2 |
| Gain on insurance recovery (see Note 17, Commitments and contingencies) | (29) | — |
| Loss on sale of a subsidiary (see Note 4, Business combinations, asset acquisitions, and divestitures) | — | 21 |
| Depreciation and amortization | 640 | 557 |
| (Gain) loss on extinguishment of debt, net | 13 | — |
| Amortization of deferred financing costs and above/below market debt | 16 | 16 |
| Stock-based compensation | 171 | 19 |
| (Gain) loss on foreign currency transactions, net | (5) | 9 |
| Deferred income tax | (71) | (48) |
| Vesting of Class D interests (see Note 2, Capital structure and noncontrolling interests) | 185 | — |
| One-time Internalization expense to Bay Grove (see Note 2, Capital structure and noncontrolling interests) | 200 | — |
| Other operating activities | 15 | 3 |
| Changes in operating assets and liabilities (excluding effects of acquisitions): | ||
| Accounts receivable | 17 | 36 |
| Prepaid expenses, other assets, and other long-term liabilities | (26) | (33) |
| Inventories | (4) | 6 |
| Accounts payable and accrued liabilities and deferred revenue | (51) | 3 |
| Right-of-use assets and lease obligations | 10 | 9 |
| Net cash provided by operating activities | 446 | 565 |
| Cash flows from investing activities: | ||
| Acquisitions, net of cash acquired | (113) | (24) |
| Deposits on pending acquisitions | 3 | 1 |
| Purchase of property, plant, and equipment | (486) | (605) |
| Proceeds from sale of assets | 6 | 13 |
| Proceeds from insurance recovery on impaired long-lived assets | 50 | — |
| Other investing activity | 4 | (30) |
| Net cash used in investing activities | (536) | (645) |
| Cash flows from financing activities: | ||
| Capital contributions, net of equity raise costs | — | 142 |
| Issuance of common stock in IPO, net of equity raise costs | 4,879 | — |
| Distributions to stockholders | (89) | — |
| Distributions to noncontrolling interests | (49) | (35) |
| Redemption of redeemable noncontrolling interests | (6) | — |
| Repurchase of common shares for employee income taxes on stock-based compensation | (46) | — |
| Financing fees | (45) | — |
| Proceeds from long-term debt | 2,481 | — |
| Repayments of long-term debt and finance leases | (7,087) | (72) |
| Payment of deferred and contingent consideration liabilities | (46) | (33) |
| Borrowings on revolving line of credit | 3,804 | 825 |
| Repayments on revolving line of credit | (3,264) | (813) |
| Redemption of units issued as stock compensation | (2) | (13) |
| Redemption of common stock | (25) | (3) |
| Redemption of OPEUs | (75) | — |
| Other financing activity | (2) | (8) |
| Net cash provided by (used in) financing activities | 428 | (10) |
| Impact of foreign exchange rates on cash, cash equivalents, and restricted cash | 3 | — |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 341 | (90) |
| Cash, cash equivalents, and restricted cash at the beginning of the period | 71 | 202 |
| Cash, cash equivalents, and restricted cash at the end of the period | $412 | $112 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Nine Months Ended September 30, | ||
|---|---|---|
| 2024 | 2023 | |
| (unaudited) | ||
| Supplemental disclosures of cash flow information: | ||
| Cash paid for taxes | $30 | $32 |
| Cash paid for interest | $454 | $446 |
| Noncash activities: | ||
| Purchases of property, plant, and equipment in Accounts payable and accrued liabilities | $110 | $52 |
| Assumption of put option liability | $103 | $— |
| Accrued distributions to noncontrolling interests | $10 | $11 |
| Accrued declared common share dividends | $87 | $— |
| Debt assumed on acquisitions | $14 | $3 |
| Net deferred and contingent consideration on acquisitions | $12 | $9 |
| Non-cash common stock issuances | $1 | $— |
| Noncash capital contribution from noncontrolling interests | $— | $(2) |
| Equity raise costs | $6 | $— |
Table of Contents for Notes to Condensed Consolidated Financial Statements
| Note · Page | ||
|---|---|---|
| Note 1 | Significant accounting policies and practices | 11 |
| Note 2 | Capital structure and noncontrolling interests | 13 |
| Note 3 | Revenue | 26 |
| Note 4 | Business combinations, asset acquisitions, and divestitures | 27 |
| Note 5 | Property, plant, and equipment | 29 |
| Note 6 | Goodwill and other intangible assets, net | 29 |
| Note 7 | Prepaid expenses and other current assets | 30 |
| Note 8 | Income taxes | 30 |
| Note 9 | Debt | 31 |
| Note 10 | Derivative instruments and hedging activities | 34 |
| Note 11 | Interest expense | 37 |
| Note 12 | Fair value measurements | 37 |
| Note 13 | Leases | 39 |
| Note 14 | Other long-term liabilities | 41 |
| Note 15 | Stock-based compensation | 41 |
| Note 16 | Related-party balances | 47 |
| Note 17 | Commitments and contingencies | 48 |
| Note 18 | Accumulated other comprehensive income (loss) | 50 |
| Note 19 | Earnings (loss) per share | 51 |
| Note 20 | Segment information | 53 |
| Note 21 | Subsequent events | 54 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.