Noncontrolling Interests

At the Company, noncontrolling interests 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 $1.0 million and $1.2 million for the three-month periods ended June 30, 2018 and 2017, respectively, and $2.0 million and $2.1 million for the six-month periods ended June 30, 2018 and 2017, respectively.

On the consolidated balance sheets, noncontrolling interests are included as the sum of the capital and undistributed profits allocated to the noncontrolling interest owners. Typically, this balance is included in a company’s permanent shareholders’ equity in the consolidated balance sheets. When the noncontrolling interest owners’ rights include certain redemption features, as described in ASC 480, Distinguishing Liabilities from Equity, such redeemable noncontrolling interests are classified as mezzanine equity and are not included in permanent shareholders’ equity. Due to the redemption features of the noncontrolling interests, the Company had redeemable noncontrolling interests held in mezzanine equity in the accompanying consolidated balance sheets of $10.7 million and $17.5 million at June 30, 2018 and December 31, 2017, respectively. The aggregate amount of such redeemable noncontrolling equity interests are recorded at the estimated maximum redemption values. In addition, the Company had $2.0 million and $5.2 million in noncontrolling interests included in permanent shareholder’s equity at June 30, 2018 and December 31, 2017, respectively.

Each non-wholly owned 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 noncontrolling interest owners and the Company at either a contractually predetermined fair value; multiple of earnings before interest, taxes, depreciation, and amortization (EBITDA); or fair value. The Company may liquidate these noncontrolling interests in 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 14: Noncontrolling Interests” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Generally, these put and call redemption features refer to shareholder rights of both the Company and the noncontrolling interest owners of the Company’s majority-owned affiliate companies. The affiliate company noncontrolling interests generally take the form of limited liability company (LLC) units, profits interests, or common stock (collectively, the “noncontrolling equity interests”). In most circumstances, the put and call redemption features 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 or a contractually agreed upon approximation thereof. The terms of these rights vary and are governed by the respective individual operating and legal documents.

The following table presents, by affiliate, the noncontrolling interests included as redeemable noncontrolling interests and noncontrolling interests in mezzanine and permanent equity, respectively, at the periods indicated:



	June 30, 2018		December 31, 2017
	(In thousands)
Anchor (1)	$	—	$	9,761
BOS	8,352		8,057
DGHM (2)	4,391		4,829
Total	$	12,743	$	22,647
Redeemable noncontrolling interests	$	10,747	$	17,461
Noncontrolling interests	$	1,996	$	5,186

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(1)	Assets and liabilities at Anchor were classified as held for sale on the Company’s consolidated balance sheets at December 31, 2017. The Company completed the sale of Anchor in April 2018.

(2) Only includes redeemable noncontrolling interests.

The following tables present a rollforward of the Company’s redeemable noncontrolling interests and noncontrolling interests for the periods indicated:



	Three months ended						Six months ended
	June 30, 2018						June 30, 2018
	Redeemable noncontrolling interests			Noncontrolling interests			Redeemable noncontrolling interests			Noncontrolling interests
	(In thousands)
Noncontrolling interests at beginning of period	$	16,322		$	4,825		$	17,461		$	5,186
Net income attributable to noncontrolling interests	732			236			1,491			527
Distributions	(712		)	(227		)	(1,449		)	(509		)
Purchases/ (sales) of ownership interests	(6,520		)	(3,051		)	(6,353		)	(3,051		)
Amortization of equity compensation	126			—			248			161
Adjustments to fair value	799			213			(651		)	(318		)
Noncontrolling interests at end of period	$	10,747		$	1,996		$	10,747		$	1,996



	Three months ended						Six months ended
	June 30, 2017						June 30, 2017
	Redeemable noncontrolling interests			Noncontrolling interests			Redeemable noncontrolling interests			Noncontrolling interests
	(In thousands)
Noncontrolling interests at beginning of period	$	17,232		$	3,993		$	16,972		$	4,161
Net income attributable to noncontrolling interests	859			291			1,583			533
Distributions	(842		)	(284		)	(1,545		)	(519		)
Purchases/ (sales) of ownership interests	66			—			132			—
Amortization of equity compensation	102			250			204			506
Adjustments to fair value	(201		)	125			(130		)	(306		)
Noncontrolling interests at end of period	$	17,216		$	4,375		$	17,216		$	4,375