Redeemable Noncontrolling Interests

9 Months Ended

Sep. 30, 2022

Income Amounts Attributable To Noncontrolling Interest Disclosures [Abstract]

15. Redeemable Noncontrolling Interests

Under the Shareholders Agreement between Corsair and the iDisplay Seller a put option was provided to the iDisplay Seller to transfer to Corsair (i) 14% of their ownership interest in iDisplay upon the first anniversary of the Closing Date of the iDisplay Acquisition, and (ii) an additional 15% of their ownership interest in iDisplay upon the second anniversary of the Closing Date. The put option will expire after January 1, 2025. The exercise price of the put option is based on multiples of iDisplay’s historical TTM EBITDA less any debt. The put option makes this portion of the noncontrolling interests redeemable and therefore, the redeemable noncontrolling interests are classified as temporary equity and carried at redemption value on our condensed consolidated balance sheet. The change in redemption value is recognized through retained earnings.

As of the Closing Date of the iDisplay Acquisition, the fair value of the total 49% noncontrolling interests in iDisplay has been estimated to be $29.6 million, of which $17.5 million is attributable to the 29% redeemable noncontrolling interests and classified within temporary equity and $12.1 million is attributable to the 20% noncontrolling interests classified within permanent equity on our condensed consolidated balance sheets.

The following table presents the changes in redeemable noncontrolling interests for the periods presented (in thousands):

	Three Months Ended September 30, 2022			Nine Months Ended September 30, 2022

Balance at beginning of period	$	26,749		$	—
Redeemable noncontrolling interests in iDisplay estimated at fair value at Closing Date		—			17,522
Net income attributable to redeemable noncontrolling interests		157			19
Other comprehensive loss attributable to redeemable noncontrolling interests		(314	)		(589	)
Dividend paid to the redeemable noncontrolling interests		(1,305	)		(1,305	)
Change in redemption value of redeemable noncontrolling interests ⁽¹⁾		2,690			12,330
Balance at end of period ⁽²⁾	$	27,977		$	27,977

(1)

These amounts represent a $2.7 million and $12.3 million increase in redemption value over the carrying value for the three and nine months ended September 30, 2022 respectively. These amounts were recorded as an offset to retained earnings and increased the net loss used in the calculation of net loss per share attributable for these periods.

(2)

The redeemable noncontrolling interests balance at September 30, 2022 included the amount that would be paid to the noncontrolling interests holder if they exercise their put option (calculated based on multiples of iDisplay’s historical TTM EBITDA less any debt), and the accrual for dividends based on the Shareholders Agreement.