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Redeemable Non-controlling Interests
9 Months Ended
Sep. 30, 2018
Redeemable Non-controlling Interests  
Redeemable Non-controlling Interests

(11)Redeemable Non-controlling Interests

 

The Company owns 66% of eService, the Company’s Polish subsidiary. The eService shareholders’ agreement includes a provision whereby PKO Bank Polski, beginning on January 1, 2018, has the option to compel the Company to purchase 14% of the shares of eService held by PKO Bank Polski, at a price per share based on their fair value. Commencing on January 1, 2020, PKO Bank Polski may exercise an option to sell all of its remaining shares of eService to the Company. Because this option is not solely within the Company’s control, the Company has classified this interest as a redeemable non-controlling interests (“RNCI”) and reports the redemption value in the mezzanine section of the unaudited condensed consolidated balance sheets. On a recurring basis, the RNCI will be reported at redemption value with a corresponding adjustment to accumulated deficit, which represents fair value.

 

As of September 30, 2018, EVO, Inc. owns 31.3% of EVO, LLC. The EVO, LLC operating agreement includes a provision whereby Blueapple may deliver a sale of notice to EVO, Inc., upon receipt of which EVO, Inc. will use its commercially reasonable best efforts to pursue a public offering of shares of its Class A common stock and use the net proceeds therefrom to purchase LLC Interests from Blueapple. Upon receipt of such a sale notice, the Company may elect, at the Company’s option (determined solely by its independent directors (within the meaning of the rules of the NASDAQ stock market (“NASDAQ”)) who are disinterested), to cause EVO, LLC to instead redeem the applicable LLC Interests for cash; provided that Blueapple consents to any election by the Company to cause EVO, LLC to redeem the LLC Interests based on the fair value of the shares on such date. Because this option is not solely within the Company’s control, the Company has classified this interest as RNCI and reports the redemption value in the mezzanine section of the unaudited condensed consolidated balance sheets and will be reported at redemption value with a corresponding adjustment to accumulated deficit, which represents fair market value, on a recurring basis.

 

The following table details the components of RNCI for the nine months ended September 30, 2018 and for the year ended December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

Pre-IPO

 

Post-IPO

 

 

 

 

 

May 23,

 

September 30, 

 

December 31, 

 

    

2018

 

2018

 

2017

 

 

(In thousands)

Beginning balance

 

$

148,266

 

$

689,569

 

$

100,530

Acquired redeemable non-controlling interests

 

 

 —

 

 

 —

 

 

 —

Net income attributable to redeemable non-controlling interests - eService

 

 

1,291

 

 

2,794

 

 

5,465

Net income attributable to redeemable non-controlling interests - Blueapple

 

 

 —

 

 

(27,853)

 

 

 —

Gain (loss) on OCI - eService

 

 

(2,104)

 

 

(1,355)

 

 

10,662

Gain (loss) on OCI - Blueapple

 

 

 —

 

 

544

 

 

 —

Legacy accumulated deficit allocation

 

 

(150,485)

 

 

 —

 

 

 —

Legacy AOCI allocation

 

 

(39,404)

 

 

 —

 

 

 —

Increase (decrease) in the maximum redemption amount of

 

 

 

 

 

 

 

 

 

redeemable non-controlling interests - eService

 

 

 —

 

 

9,742

 

 

34,985

redeemable non-controlling interests - Blueapple

 

 

735,775

 

 

296,839

 

 

 —

Distributions - eService

 

 

(3,770)

 

 

(1,004)

 

 

(3,376)

Ending balance

 

$

689,569

 

$

969,276

 

$

148,266

 

 

As a result of the above activity, the RNCI attributable to eService and Blueapple were $153.9 million and $815.4 million as of September 30, 2018, respectively, and $128.5 million and zero as of December 31, 2017, respectively.