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Capital structure and noncontrolling interests | 6 Months Ended
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Jun. 30, 2024
Noncontrolling Interest [Abstract] |
Capital structure and noncontrolling interests | Capital structure and noncontrolling interests Lineage, Inc. was organized in 2017 under Maryland law by an affiliate of Bay Grove Capital and operates as a REIT for United States (U.S.) federal income tax purposes. As of June 30, 2024, all outstanding common shares of the Company were held by BG Lineage Holdings, LLC, a Delaware limited liability company (“BGLH”). The Company is the managing member of Lineage OP, LP, formerly known as Lineage OP, LLC (“Lineage OP” or the “Operating Partnership”) and owns a controlling financial interest in Lineage OP. Lineage OP holds all direct interests in LLH other than certain interests held by LLH MGMT Profits, LLC (“LLH MGMT”), LLH MGMT Profits II, LLC (“LLH MGMT II”), and BG Maverick, LLC (“BG Maverick”). Lineage, Inc. capital structure (a)Common Stock As of June 30, 2024 and December 31, 2023, there were 161,749,791 and 162,017,515 common shares issued and outstanding, respectively. During the six months ended June 30, 2024 and 2023, the Company redeemed shares of its common stock as authorized by its Board of Directors (“Board”). Any redeemed shares are constructively retired and returned to an unissued status. During the six months ended June 30, 2024, the Company redeemed a total of 254,680 shares at an average cost of $98.37 per share for a total cost of $25 million. During the six months ended June 30, 2023, the Company redeemed a total of 37,037 shares at an average cost of $90.00 per share for a total cost of $3 million. During the three months ended June 30, 2024 and 2023, no shares were redeemed. Operating Partnership capital structure The Operating Partnership has three classes of equity: Class A, Class B, and Class C units. A summary of these ownership interests as of June 30, 2024 and December 31, 2023 is as follows:
| June 30, 2024 |  | December 31, 2023
Class A units owned by Lineage, Inc. | 161,749,791 |  |  | 162,017,515 |
Class A & B units owned by Non-Company LPs | 19,709,540 |  |  | 18,829,959 |
Redeemable Class A units owned by Non-Company LPs | 319,006 |  |  | 1,260,182 |
Total | 181,778,337 |  |  | 182,107,656 |
Class C units are excluded from the above summary because their only claim on the underlying assets of the Operating Partnership is the distribution described below. Noncontrolling interest in the Operating Partnership relates to the interest in the Operating Partnership owned by Non-Company LPs. (b)Noncontrolling Interest in Operating Partnership - Class A, Class B, and Class C As of June 30, 2024 and December 31, 2023, Non-Company LPs owned 10.8% and 10.3% of the outstanding Class A and Class B units of the Operating Partnership, respectively, excluding the redeemable Operating Partnership units described below. Class A and Class B units are both voting capital interests in the Operating Partnership and are similar to each other in all material respects, except that Class A units held by Non-Company LPs bear a Founders Equity Share (as described below) payable to Class C unit holders, whereas Class B units do not. BG Cold, LLC (“BG Cold”), an affiliate of Bay Grove Management, holds all outstanding Class C units of the Operating Partnership. Class C units provide BG Cold the right to receive a percentage distribution (“Founders Equity Share”) upon certain distributions made to Non-Company LPs who hold Class A units of the Operating Partnership. Class C units also receive a distribution upon certain repurchases and redemptions of Class A units of the Operating Partnership held by Non-Company LPs. The calculation of the Founders Equity Share borne by Class A units in the Operating Partnership held by Non-Company LPs varies depending on the sub-class of Class A units but generally amounts to a percentage of all value appreciation over certain thresholds. On a quarterly basis, BG Cold also receives an advance distribution (“Advance Distribution”) against its future Founders Equity Share based on a formulaic amount of all capital contributed to the Operating Partnership after August 3, 2020. This Advance Distribution is an advance on the Class C Founders Equity Share to be paid upon the sale, redemption, liquidation of, or other distributions to, Class A units and would offset subsequent Class C unit Founders Equity Share distributions paid in conjunction with a hypothetical sale, redemption, liquidation, or other distribution. BG Cold received a total of $12 million and $23 million in Advance Distributions during the three and six months ended June 30, 2024, respectively. BG Cold received a total of $12 million and $23 million in Advance Distributions for the three and six months ended June 30, 2023, respectively. (c)Redeemable Noncontrolling Interests - Operating Partnership Units In connection with the acquisition of Cherry Hill Joliet, LLC, 279 Marquette Drive, LLC, Joliet Cold Storage, LLC, and Bolingbrook Cold Storage, LLC (collectively, “JCS”) in 2021, the Company entered into an Equity Purchase Agreement with the sellers of JCS. Under the terms of the agreement, the sellers acquired 941,176 Class A units of the Operating Partnership, and the sellers had a one-time right as of February 1, 2024 to put all, or a portion of, the units for cash. These units were accounted for as Redeemable noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity due to the put right held by the sellers. Upon the exercise of the put right, the price to be paid for the redeemable noncontrolling interests was the current fair market value of the redeemable noncontrolling interest, subject to a minimum price (“floor”) equivalent to $97 million if the put right was exercised for all the units. Any redemption also required a distribution of any accrued but unpaid Founders Equity Share through the date of redemption, and the required accretion adjustments related to these units included the impact of the Founders Equity Share. On February 1, 2024, one of the holders of these units elected to exercise their redemption rights for 61,593 of these units in exchange for total proceeds of $6 million. As a result of the partial redemption, BG Cold received a distribution of $1 million in respect of Founders Equity Share. The holders waived their redemption rights for their remaining 879,583 units, and the units remained outstanding, which resulted in a reclassification of the redeemable noncontrolling interest to noncontrolling interest in the Operating Partnership. The difference between the carrying value of the redeemable noncontrolling interest and the ASC 810 carrying value for the remaining noncontrolling interest was recognized in Additional paid-in capital - common stock in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. LLH Capital Structure The Operating Partnership owns all outstanding equity interests of LLH except for those held by LLH MGMT, LLH MGMT II, and BG Maverick. Certain subsidiaries of LLH have also issued equity interests to third parties. All of these equity interests are accounted for as Noncontrolling interests in the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity. (d)Noncontrolling Interests in Other Consolidated Subsidiaries Noncontrolling interests in Other Consolidated Subsidiaries include entities other than the Operating Partnership in which the Company has a controlling interest but which are not wholly owned by the Company. Third parties own the following interests in the below Other Consolidated Subsidiaries:
| June 30, 2024 |  | December 31, 2023
Cool Port Oakland Holdings, LLC | 13.3 | % |  | 13.3 | %
Lineage Jiuheng Logistics (HK) Group Company Ltd. | 40.0 | % |  | 40.0 | %
Kloosterboer BLG Coldstore GmbH | 49.0 | % |  | 49.0 | %
Turvo India Pvt. Ltd. | 1.0 | % |  | 1.0 | %
In addition to the third-party interests detailed above, Noncontrolling interests in Other Consolidated Subsidiaries also include Series A Preferred shares issued by each of the Company’s REIT subsidiaries to third-party investors. Each REIT subsidiary has issued Series A Preferred shares, which are non-voting shares that have a $1,000 liquidation preference and a cumulative 12.0% per annum dividend preference. The REIT subsidiary Series A Preferred shares may be redeemed at the Company’s option for consideration equal to $1,000 plus all accrued and unpaid dividends thereon to and including the date fixed for redemption and are not convertible or exchangeable for any other property or securities of the Company. The Company’s REIT subsidiaries had an aggregate amount of 373 Series A preferred shares held by third parties outstanding as of June 30, 2024 and December 31, 2023. (e)Management Profits Interests Class C units The Company grants interests in LLH MGMT and LLH MGMT II to certain members of management. LLH MGMT and LLH MGMT II hold all outstanding Class C units in LLH (“Management Profits Interests Class C units”). Management Profits Interests Class C units entitle LLH MGMT and LLH MGMT II, and, by extension, certain members of management, to a formulaic amount of the profits of LLH, generally based on the growth of the Company’s share price over a certain threshold, subject to certain adjustments. On certain occasions, the Company offers a repurchase opportunity for certain Management Profits Interests Class C units by offering cash settlement to repurchase units at their current fair market value. Certain Management Profits Interests Class C units were redeemed in exchange for a cash total of $10 million during the six months ended June 30, 2023. No such redemptions occurred during the three months ended June 30, 2023 or during the three and six months ended June 30, 2024. In the condensed consolidated balance sheets and condensed consolidated statements of redeemable noncontrolling interests and equity, the carrying value of the redeemed units is recorded as a reduction of Noncontrolling interests, while the excess of the redemption payments over the carrying value of the redeemed units is recorded as a reduction of Additional paid-in capital - common stock. (f)Convertible Redeemable Noncontrolling Interests - Preference Shares During the three and six months ended June 30, 2024 and June 30, 2023, the Company recorded net redeemable noncontrolling interest adjustments, representing the effect of foreign currency on the carrying amount and accrued dividends payable. As of June 30, 2024 and December 31, 2023, there were 2,214,553 Preference Shares outstanding. As of June 30, 2024 and December 31, 2023, the ending redeemable noncontrolling interest balance of $225 million and $221 million, respectively, represents the maximum redemption value of the Preference Shares. Below is a summary of all activity for the Company’s redeemable noncontrolling interests during the six months ended June 30, 2024 and 2023, which are discussed in further detail above.
(in millions) | Redeemable Noncontrolling Interests - Operating Partnership Units |  | Convertible Redeemable Noncontrolling Interests - Preference Shares |  | Redeemable Noncontrolling Interest - Operating Subsidiaries |  | Total Redeemable Noncontrolling Interests
Balance as of December 31, 2023 | $ | 120 |  |  | $ | 221 |  |  | $ | 8 |  |  | $ | 349 |
Distributions | (1) |  |  | — |  |  | — |  |  | (1) |
Redemption of redeemable noncontrolling interests | (6) |  |  | — |  |  | — |  |  | (6) |
Expiration of redemption option | (92) |  |  | — |  |  | — |  |  | (92) |
Accretion of redeemable noncontrolling interests | 6 |  |  | — |  |  | — |  |  | 6 |
Balance as of March 31, 2024 | $ | 27 |  |  | $ | 221 |  |  | $ | 8 |  |  | $ | 256 |
Redeemable noncontrolling interest adjustment | — |  |  | 4 |  |  | — |  |  | 4 |
Accretion of redeemable noncontrolling interests | 1 |  |  | — |  |  | 1 |  |  | 2 |
Balance as of June 30, 2024 | $ | 28 |  |  | $ | 225 |  |  | $ | 9 |  |  | $ | 262 |
(in millions) | Redeemable Noncontrolling Interests - Operating Partnership Units |  | Convertible Redeemable Noncontrolling Interests - Preference Shares |  |  |  | Total Redeemable Noncontrolling Interests
Balance as of December 31, 2022 | $ | 85 |  |  | $ | 213 |  |  |  |  | $ | 298 |
Redeemable noncontrolling interest adjustment | — |  |  | 4 |  |  |  |  | 4 |
Accretion of redeemable noncontrolling interests | 9 |  |  | — |  |  |  |  | 9 |
Balance as of March 31, 2023 | $ | 94 |  |  | $ | 217 |  |  |  |  | $ | 311 |
Accretion of redeemable noncontrolling interests | 9 |  |  | — |  |  |  |  | 9 |
Balance as of June 30, 2023 | $ | 103 |  |  | $ | 217 |  |  |  |  | $ | 320 |
Below is a summary of all activity for the Company’s noncontrolling interests during the six months ended June 30, 2024 and 2023, which are discussed in further detail above.
(in millions) | Operating Partnership Units - Class A, B, & C |  | Noncontrolling Interests in Other Consolidated Subsidiaries |  | Management Profits Interests Class C Units |  | Total Noncontrolling Interests
Balance as of December 31, 2023 | $ | 598 |  |  | $ | 15 |  |  | $ | 9 |  |  | $ | 622 |
Distributions | (11) |  |  | (1) |  |  | — |  |  | (12) |
Stock-based compensation | — |  |  | — |  |  | 2 |  |  | 2 |
Other comprehensive income (loss) | (8) |  |  | — |  |  | — |  |  | (8) |
Expiration of redemption option | 27 |  |  | — |  |  | — |  |  | 27 |
Net income (loss) | (5) |  |  | 1 |  |  | (4) |  |  | (8) |
Reallocation of noncontrolling interests | 7 |  |  | — |  |  | — |  |  | 7 |
Balance as of March 31, 2024 | $ | 608 |  |  | $ | 15 |  |  | $ | 7 |  |  | $ | 630 |
Distributions | (12) |  |  | — |  |  | — |  |  | (12) |
Stock-based compensation | — |  |  | — |  |  | 2 |  |  | 2 |
Other comprehensive income (loss) | (3) |  |  | — |  |  | — |  |  | (3) |
Net income (loss) | (8) |  |  | — |  |  | (4) |  |  | (12) |
Reallocation of noncontrolling interests | 9 |  |  | — |  |  | — |  |  | 9 |
Balance as of June 30, 2024 | $ | 594 |  |  | $ | 15 |  |  | $ | 5 |  |  | $ | 614 |
(in millions) | Operating Partnership Units - Class A, B, & C |  | Noncontrolling Interests in Other Consolidated Subsidiaries |  | Management Profits Interests Class C Units |  | Total Noncontrolling Interests
Balance as of December 31, 2022 | $ | 608 |  |  | $ | 21 |  |  | $ | 12 |  |  | $ | 641 |
Contributions from noncontrolling interests | 2 |  |  | — |  |  | — |  |  | 2 |
Distributions | (12) |  |  | — |  |  | — |  |  | (12) |
Stock-based compensation | — |  |  | — |  |  | 2 |  |  | 2 |
Other comprehensive income (loss) | (1) |  |  | — |  |  | — |  |  | (1) |
Redemption of units issued as stock compensation | — |  |  | — |  |  | (1) |  |  | (1) |
Net income (loss) | 2 |  |  | — |  |  | (1) |  |  | 1 |
Reallocation of noncontrolling interests | 19 |  |  | — |  |  | — |  |  | 19 |
Balance as of March 31, 2023 | $ | 618 |  |  | $ | 21 |  |  | $ | 12 |  |  | $ | 651 |
Distributions | (12) |  |  | — |  |  | — |  |  | (12) |
Stock-based compensation | — |  |  | — |  |  | 2 |  |  | 2 |
Other comprehensive income (loss) | 4 |  |  | — |  |  | — |  |  | 4 |
Net income (loss) | — |  |  | (1) |  |  | (2) |  |  | (3) |
Reallocation of noncontrolling interests | 11 |  |  | — |  |  | — |  |  | 11 |
Balance as of June 30, 2023 | $ | 621 |  |  | $ | 20 |  |  | $ | 12 |  |  | $ | 653 |

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- Definition The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/810/tableOfContent + Details
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