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Investments in and Advances to Partially Owned Entities
12 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Investments in and Advances to Partially Owned Entities Investments in and Advances to Partially Owned Entities
As of December 31, 2024 and 2023, our investments in partially owned entities accounted for under the equity method of accounting and advances to these entities under established loan agreements consist of the following:
As of December 31,
Joint VentureLocation% Ownership20242023
(In thousands)
Investment in SuperFrioBrazil14.99%$22,498 $32,350 
Investment in RSADubai49%5,296 4,073 
Advances to RSA, including accrued interest
12,458 1,690 
Total investment in and advances to RSA17,754 5,763 
Total investments in and advances to partially owned entities
$40,252 $38,113 
The debt of each of these unconsolidated joint ventures is non-recourse to the Company, except for customary exceptions pertaining to such matters as intentional misuse of funds, environmental conditions and material misrepresentations.
SuperFrio Joint Venture
During 2020, the Company purchased a 14.99% equity interest in a joint venture with SuperFrio Armazéns Gerais S.A. (“SuperFrio”) for Brazil reals of R$117.8 million. Including certain transaction costs, the Company recorded an initial investment of USD $25.7 million in this joint venture. SuperFrio is a Brazilian-based company that provides temperature-controlled storage and logistics services including storage, warehouse services, and transportation.
During 2021, the Company contributed an aggregate R$40.7 million, or USD $7.6 million, in capital to the SuperFrio joint venture. The capital calls from SuperFrio were issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged. There were no material
amounts contributed to the SuperFrio joint venture during 2024, 2023 and 2022, and no further contributions are expected at this time.
The Company’s investment in the SuperFrio joint venture is carried in Brazil reals; changes in the investment balance, other than capital contributions, are attributable to the Company’s share of the joint venture’s earnings and losses, as well as foreign currency translation adjustments.
RSA Joint Venture
On February 28, 2023, the Company purchased a 49% equity interest in a joint venture with RSA Cold Holdings Limited (“RSA”) for $4.0 million. RSA contributed their Dubai cold storage business, which consisted of a single cold storage warehouse, in exchange for the remaining 51% equity interest in the joint venture. During 2024, the Company contributed an additional $1.6 million in capital to the RSA joint venture related to equity requirements on the Phase 2 development project. The capital calls from RSA were issued to each owner based on their ownership percentage, therefore, the Company’s ownership percentage remained unchanged.
Under the terms of the RSA joint venture agreement, the Company has a call right that enables it to purchase all remaining issued and outstanding shares of the RSA joint venture starting August 28, 2025, with the exercise price to be set as the fair market value of the shares on the exercise date.
In September 2023, the Company executed an interest-bearing Bridge Loan Agreement with the RSA joint venture, extending a short-term financing (i.e., unsecured credit facility) through which the joint venture could draw up to approximately $7.4 million and use it to fund its Phase 2 construction. In April 2024, the Company executed an additional, interest-free Bridge Loan Agreement (collectively the “Bridge Loans”) through which the joint venture can draw up to approximately $34.9 million and use it to fund its Phase 3 construction.
The outstanding balance on the Bridge Loans, including interest, as of December 31, 2024 and 2023 was $12.5 million and $1.7 million, respectively.
Comfrio Joint Venture
As a result of the Agro acquisition which closed on December 30, 2020, the Company acquired Agro’s 22% share of ownership in Comfrio. During the year ended December 31, 2023, the Company both purchased and subsequently sold the remaining interest in the joint venture. Refer to Note 3 - Business Combinations, Asset Acquisitions and Discontinued Operations for further information regarding the acquisition and disposition of the Comfrio portfolio.
Latin America Joint Venture
On May 31, 2022, we formed the LATAM JV in an effort to help us grow our business and market presence in the Latin America region, excluding Brazil. Our JV partner committed to invest approximately $209.0 million in exchange for 85% of the total equity interest, and we contributed our Chilean business upon formation of the joint venture and retained the remaining 15% equity interest. As a result of this transaction, we recognized a loss of approximately $4.1 million within “Other, net” on the Consolidated Statements of Operations (net of accumulated foreign currency translation loss related to the Chilean business) upon the deconsolidation of this entity and subsequent recognition of our subsidiary’s 15% equity interest in the LATAM JV at its estimated fair value of $37.0 million.
On May 30, 2023, the Company sold its 15% equity interest to the LATAM JV partner for total proceeds of $36.9 million and recognized a corresponding gain of $0.3 million in “Other, net” on the Consolidated Statements of Operations.