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Acquisitions & Discontinued Operations
6 Months Ended
Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions & Discontinued Operations Acquisitions & Discontinued Operations
Purchase of Comfrio Joint Venture
During 2020, the Company acquired 22% of equity ownership in Agrofundo Brazil II Fundode Investimento em Participações or the “Comfrio” joint venture. The joint venture agreement included a fair value call/put option that allowed the remaining 78% interest in Comfrio to be either purchased by or sold to the Company through either the exercise of the Company’s call option or the exercise of the general partner’s put option. Once the exercise of the put was deemed probable, the Company remeasured its equity interest, which was deemed to be nominal, and the fair value of the put option, which resulted in a loss of $56.6 million recognized within “Loss on put option” in our Condensed Consolidated Statement of Operations. The fair value of the put option was determined using inputs classified as Level 3 within the fair value hierarchy. In April 2023, the two parties received regulatory approval from the Brazilian government, and the acquisition closed on May 30, 2023.
Upon acquisition, the Company committed to a plan to sell Comfrio in its present condition and initiated a program to locate a buyer and complete the disposition. In August 2023, the Company sold the assets and liabilities of Comfrio. The Comfrio acquisition and disposition are further described in Note 3 - Business Combinations and Asset Acquisitions to the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K as filed with the SEC.
The primary components of “Net loss from discontinued operations” in our Condensed Consolidated Statement of Operations during the three and six months ended June 30, 2024 and 2023 are included in the table below (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
Results of discontinued operations2024202320242023
Revenue$— $14,237 $— $14,237 
Operating expenses— 16,541 — 16,541 
Estimated costs of disposal— 4,000 — 4,000 
Loss from partial investment pre-acquisition— 1,730 — 4,111 
Pre-tax loss— (8,034)— (10,415)
Income tax expense— (241)— (241)
Loss from discontinued operations, net of tax$ $(8,275)$ $(10,656)
During the fourth quarter of 2022, the Company entered into a loan agreement with Comfrio, in which Comfrio borrowed $25.0 million from Americold at a 10% annual fixed interest rate. During the three months ended June 30, 2023, the Company fully impaired the remaining balance and recognized the entire loss within “Impairment of related party loan receivable” in our Condensed Consolidated Statement of Operations.
Sale of Outstanding Minority Ownership in LATAM JV
On May 30, 2023, the Company sold its 15% equity interest to our JV partner for total proceeds of $36.9 million and recognized a corresponding gain of $0.3 million in “Other income (expense),” in our Condensed Consolidated Statement of Operations.