Noncontrolling Interest Subject to Put Provisions

6 Months Ended

Jun. 30, 2014

Noncontrolling Interest Subject to Put Provisions

The Company has potential obligations to purchase the noncontrolling interests held by third parties in connection with its acquisition of iThink. See Note 2, Business Acquisitions. These obligations are in the form of put provisions that are exercisable at the third-party owners' discretion, within the specified period, as outlined in the iThink purchase and sale agreement. If these put provisions are exercised by the third parties within the specified period, the Company will be required to purchase all of the third-party owners' noncontrolling interests at a determined put price as outlined in the iThink purchase and sale agreement, which is based on a specified factor multiplied by the average quarterly EBITDA achieved in the 12 quarters subsequent to the acquisition date. The put provisions are not exercisable until after the fiscal year ending December 31, 2015.

The acquisition date fair value of the noncontrolling interest was derived by extrapolating the fair value of the noncontrolling interest ownership based on the consideration transferred for the controlling interest in connection with the acquisition of the majority interest of iThink, net of a discount factor, to take into account the noncontrolling interest’s lack of marketability.

During the three months ended December 31, 2013, the Company made additional capital contributions, which increased the Company's ownership from 81% to 84% of the outstanding securities of iThink.

As of June 30, 2014, the Company's potential obligations under these put options were approximately $0.7 million, of which none were exercisable.

The following table presents a roll forward of the noncontrolling interest subject to put provisions during the six months ended June 30, 2014 and 2013 (in thousands):



	Six months ended June 30,
	2014			2013
				As Restated
Beginning Balance	$	784		$	—
Acquisitions during the period	—			1,205
Net loss	(77		)	(87		)
Other comprehensive income	41			(103		)
Ending Balance	$	748		$	1,015

- 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.

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