Noncontrolling Interests

9 Months Ended

Sep. 30, 2012

Noncontrolling Interest Disclosure [Text Block]

Noncontrolling Interests

At the Company, noncontrolling interests typically consist of equity owned by management of the Company’s respective majority-owned affiliates. Net income attributable to noncontrolling interests in the consolidated statements of operations represents the net income allocated to the noncontrolling interest owners of the affiliates. Net income allocated to the noncontrolling interest owners was $0.9 million and $0.7 million for the three months ended September 30, 2012 and 2011, respectively, and $2.4 million and $2.3 million for the nine months ended September 30, 2012 and 2011, respectively. To the extent that the increase in the estimated maximum redemption amounts exceeds the net income attributable to the noncontrolling interests, such excess reduces net income available to common shareholders for purposes of EPS computations.

Noncontrolling interests which are not redeemable as provided in ASC 480, are included in shareholders’ equity in the consolidated balance sheets, and include the capital and undistributed profits owned by the noncontrolling partner. The Company had no noncontrolling interests included in shareholder's equity at September 30, 2012 and December 31, 2011.

Each affiliate operating agreement provides the Company and/or the noncontrolling interests with contingent call or put redemption features used for the orderly transfer of noncontrolling equity interests between the affiliate minority shareholders and the Company at fair value. Fair value is generally defined in the operating agreements as a multiple of earnings before interest, taxes, depreciation, and amortization. The aggregate amount of such redeemable noncontrolling interests at the estimated maximum redemption amounts of $19.7 million and $21.7 million are included in the accompanying consolidated balance sheets at September 30, 2012 and December 31, 2011, respectively. The Company may liquidate these noncontrolling interests with cash, shares of the Company’s common stock, or other forms of consideration dependent on the operating agreement. These agreements are discussed in Part II. Item 8. “Financial Statements and Supplementary Data – Note 16: Noncontrolling Interests” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

Generally, these put and call options refer to shareholder rights of both the Company and the noncontrolling interests of the Company's majority-owned affiliate companies. The affiliate company noncontrolling interests generally take the form of LLC units, profits interests, or common stock (collectively, the “noncontrolling equity interests”). In most circumstances, the put and call options generally relate to the Company's right and, in some cases, obligation to purchase and the noncontrolling equity interests’ right to sell their equity interests. There are various events that could cause the puts or calls to be exercised, such as a change in control, death, disability, retirement, resignation or termination. The puts and calls are generally to be exercised at the then fair value, as may be defined in the respective agreements. The terms of these rights vary and are governed by the respective individual operating and legal documents that were negotiated at the time of acquisition of the respective affiliates.

The following table presents the contractually determined maximum redemption values to repurchase the noncontrolling interests at the periods indicated:



	September 30, 2012		December 31, 2011
	(In thousands)
Anchor	$	11,230	$	12,089
BOS	6,192		5,873
DTC (1)	—		1,924
DGHM	2,253		1,805
Total	$	19,675	$	21,691

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(1)	In the second quarter of 2012, the Company completed the sale of its affiliate DTC.

The following table presents an analysis of the Company’s redeemable noncontrolling interests for the periods indicated:



	Nine months ended September 30,
	2012			2011
	(In thousands)
Redeemable noncontrolling interests at beginning of year	$	21,691		$	19,598
Net income attributable to noncontrolling interests	2,407			2,265
Distributions	(3,168		)	(1,428		)
DTC disposition	(1,470		)	—
Adjustments to fair value	215			1,450
Redeemable noncontrolling interests at end of period	$	19,675		$	21,885

- 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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