Noncontrolling and Redeemable Noncontrolling Interests

6 Months Ended

Jun. 30, 2024

Noncontrolling and Redeemable Noncontrolling Interests

9. Noncontrolling and Redeemable Noncontrolling Interests

When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase the incremental ownership is within the Company’s control, the amounts are recorded as Noncontrolling interests within Shareholders’ Equity in the Unaudited Consolidated Balance Sheet. Where the incremental purchase may be required of the Company, the amounts are recorded as Redeemable noncontrolling interests in mezzanine equity in the Unaudited Consolidated Balance Sheet at their estimated acquisition date redemption value and adjusted at each reporting period for changes to their estimated redemption value through Retained earnings (but not less than their initial redemption value), except for foreign currency translation adjustments.

The following table presents Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests between Class C shareholders and other equity interest holders for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(dollars in thousands)
Net loss attributable to Class C shareholders	$	(2,535)	$	(771)	$	(3,582)	$	(2,734)
Net income (loss) attributable to other equity interest holders	773		(29)		1,596		219
Net loss attributable to noncontrolling interests	$	(1,762)	$	(800)	$	(1,986)	$	(2,515)
Net income (loss) attributable to redeemable noncontrolling interests	773		(971)		1,566		(3,514)
Net loss attributable to noncontrolling and redeemable noncontrolling interests	$	(989)	$	(1,771)	$	(420)	$	(6,029)

The following table presents noncontrolling interests between Class C shareholders and other equity interest holders as of June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
	(dollars in thousands)
Noncontrolling interest of Class C shareholders	$	416,814	$	436,215
Noncontrolling interest of other equity interest holders (1)	21,540		32,362
Total noncontrolling interests	$	438,354	$	468,577

(1) In January 2024, the Company entered into an agreement to purchase the remaining noncontrolling ownership interest in a subsidiary it previously controlled, the consideration for which was a portion of the subsidiary that was transferred to the noncontrolling interest owner. The non-cash purchase resulted in a reduction of the subsidiary noncontrolling interest by approximately $10 million.

The following table presents changes in redeemable noncontrolling interests for the six months ended June 30, 2024 and the year ended December 31, 2023:


	June 30, 2024		December 31, 2023
	(dollars in thousands)
Beginning balance	$	10,792	$	39,111
Redemptions (1)	—		(22,172)

Distributions	(1,409)		(5,800)
Changes in redemption value	135		442

Net income (loss) attributable to redeemable noncontrolling interests	1,566		(634)
Other	23		(155)
Ending balance	$	11,107	$	10,792

(1) Redemptions for the year ended December 31, 2023, is associated with redeemable noncontrolling interest of a certain brand we did not previously own. The amount was reclassified as a deferred acquisition contingent obligation (see Note 6).

The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts during 2024 to 2028. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights.

These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. As such, there is no related impact on the Company’s earnings (loss) per share calculations for the three and six months ended June 30, 2024 and 2023.

Comprehensive Income (Loss) Attributable to Noncontrolling and Redeemable Noncontrolling Interests

For the three months ended June 30, 2024, comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests was $4.5 million, which consists of $1.0 million of net loss and $3.5 million of other comprehensive loss.

For the six months ended June 30, 2024, comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests was $8.2 million, which consists of $0.4 million of net loss and $7.8 million of other comprehensive loss.

For the three months ended June 30, 2023, comprehensive income attributable to the noncontrolling and redeemable noncontrolling interests was $1.2 million, which consists of $1.8 million of net loss and $2.9 million of other comprehensive income.

For the six months ended June 30, 2023, comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests was $0.9 million, which consists of $6.0 million of net loss and $5.2 million of other comprehensive income.