Note 13 - Noncontrolling Interests
|6 Months Ended|
Jun. 30, 2023
|Notes to Financial Statements|
|Noncontrolling Interest Disclosure [Text Block]||
13. Noncontrolling Interests
Redeemable Noncontrolling Interest
The Company's redeemable noncontrolling interests consisted of the following (in thousands):
As of June 30, 2023 and December 31, 2022, the Company’s consolidated statements of financial condition included a redeemable noncontrolling interest of $4.7 million and $4.4 million, respectively, associated with IT’SUGAR. Through August 2023, the Company owned over 90% of IT’SUGAR’s Class B Units, while the remaining Class B Units were a redeemable noncontrolling interest that were held by an executive officer of IT’SUGAR and were redeemable for cash at the holder’s option upon contingent events outside of the Company’s control.
Prior to June 30, 2023, the redeemable noncontrolling interest in IT’SUGAR was deemed to be not currently redeemable but probable of becoming redeemable in a future period, and as a result, the Company previously measured the redeemable noncontrolling interest by accreting changes in the estimated redemption value of such interest to the earliest redemption date and adjusting the carrying amount of such interest to equal the calculated value in the event it was in excess of the carrying amount of such interest at such time. However, in June 2023, the Company and the executive officer commenced discussions about his ongoing employment with IT’SUGAR, resulting in the executive officer having the right to require the Company to purchase his Class B Units for cash for an amount equal to the greater of the estimated fair market value of such units determined in accordance with a prescribed formula set forth in IT’SUGAR’s operating agreement and the initial value ascribed to such units at the time of the Company’s initial acquisition of IT’SUGAR in June 2017. Although the executive officer ultimately exercised such right after June 30, 2023, the Class B Units were deemed to be currently redeemable as of June 30, 2023 and were measured at their estimated net redemption amount of $4.7 million.
In August 2023, the Company acquired the executive officer’s Class B Units in IT’SUGAR for a net purchase price of $4.7 million, and IT’SUGAR became a wholly-owned subsidiary of the Company. Pursuant to the terms of the agreement between the Company and the executive officer, the Company paid $3.3 million of cash consideration to the executive officer upon the acquisition of the noncontrolling interest and will pay the remaining amount in cash in installments in July 2024 and July 2025. The Company will account for the acquisition of the noncontrolling interest in IT'SUGAR as an equity transaction and will recognize a liability in the Company’s statements of financial condition for the remaining purchase consideration due to the executive officer. As of June 30, 2023, the Company also recognized $0.8 million of accrued expenses related to amounts that will be paid to the executive officer over a period of 15 months pursuant to his employment agreement with the Company.
Other Noncontrolling Interests
The Company's other noncontrolling interests consisted of the following (in thousands):
Income/(loss) Attributable to Noncontrolling Interests
Income (loss) attributable to noncontrolling interests, including redeemable noncontrolling interests, consisted of the following (in thousands):
(1) In December 2022, the Company acquired the noncontrolling interest in IT'SUGAR II, LLC.
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.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef