XML 27 R18.htm IDEA: XBRL DOCUMENT v3.23.2

Non-Controlling Interests

6 Months Ended

Jun. 30, 2023

Noncontrolling Interest [Abstract]

Non-Controlling Interests

Non-Controlling Interests

As of June 30, 2023, the Company owned 100% of Shoals Parent. The following table summarizes the effects of the changes in ownership in Shoals Parent on equity:

						Six Months Ended June 30,
						2023						2022
Net income attributable to non-controlling interests						$	2,687					$	4,910
Transfers to non-controlling interests:
Increase as a result of activity under equity-based compensation plan						687						2,973
Decrease from tax distributions to non-controlling interests						(2,628)						(4,566)
Reallocation of non-controlling interests						(10,361)						20
Change from net income attributable to non-controlling interests and transfers to non-controlling interests						$	(9,615)					$	3,337

Issuance of Additional LLC Interests

Under the LLC Agreement, the Company is required to cause Shoals Parent to issue additional LLC Interests to the Company when the Company issues additional shares of Class A common stock. Other than as it relates to the issuance of Class A common stock in connection with an equity incentive program, the Company must contribute to Shoals Parent net proceeds and property, if any, received by the Company with respect to the issuance of such additional shares of Class A common stock. The Company must cause Shoals Parent to issue a number of LLC Interests equal to the number of shares of Class A common stock issued such that, at all times, the number of LLC Interests held by the Company equals the number of outstanding shares

of Class A common stock. During the six months ended June 30, 2023 and 2022, the Company caused Shoals Parent to issue to the Company a total of 601,518 and 357,137 LLC Interests, respectively, for the vesting of awards granted under the 2021 Incentive Plan.

Distributions for Taxes

As a limited liability company (treated as a partnership for income tax purposes), Shoals Parent does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the LLC Agreement, Shoals Parent was required to distribute cash, to the extent that Shoals Parent had cash available, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to each member’s share of Shoals Parent taxable earnings. Shoals Parent made such tax distributions to its members quarterly, based on the single highest marginal tax rate applicable to its members applied to projected year-to-date taxable income, with a final accounting once actual taxable income or loss has been determined. During the six months ended June 30, 2023 and 2022, tax distributions to non-controlling LLC Interests holders were $2.6 million and $4.6 million, respectively.

X

- 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

Name:	us-gaap_MinorityInterestDisclosureTextBlock
Namespace Prefix:	us-gaap_
Data Type:	dtr-types:textBlockItemType
Balance Type:	na
Period Type:	duration

X

- References

No definition available.

+ Details

Name:	us-gaap_NoncontrollingInterestAbstract
Namespace Prefix:	us-gaap_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration