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Redeemable Non-controlling Interests
6 Months Ended
Jun. 30, 2019
Redeemable Non-controlling Interests  
Redeemable Non-controlling Interests

(14)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 the exercise of this option is not solely within the Company’s control, the Company has classified this interest as RNCI and presents the redemption value as temporary within the mezzanine equity section of the unaudited condensed consolidated balance sheets. The change in fair value at each measurement date is recorded with a corresponding adjustment to accumulated deficit, nonredeemable non-controlling interests, and redeemable non-controlling interests. 

 

As of June 30, 2019, EVO, Inc. owns 39.6% of the outstanding LLC Interests of EVO, LLC. The EVO, LLC operating agreement includes a provision whereby Blueapple may deliver a sale 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 Company’s Class A common 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 as temporary within the mezzanine equity section of the unaudited condensed consolidated balance sheets. The change in fair value at each measurement date is recorded with a corresponding adjustment to accumulated deficit and nonredeemable non-controlling interests. 

 

The following table details the components of RNCI for the six months ended June 30, 2019 and for the year ended December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-IPO

 

Pre-IPO

 

 

June 30, 

 

December 31, 

 

May 23,

 

 

2019

 

2018

    

2018

 

 

 

 

 

(In thousands)

Beginning balance

 

$

1,010,093

 

$

689,569

 

$

148,266

Net income attributable to RNCI - eService

 

 

2,465

 

 

4,914

 

 

1,291

Net loss attributable to RNCI - Blueapple

 

 

(8,818)

 

 

(39,129)

 

 

 —

Gain (loss) on OCI - eService

 

 

164

 

 

(2,368)

 

 

(2,104)

Gain (loss) on OCI - Blueapple

 

 

1,799

 

 

(3,935)

 

 

 —

Gain (loss) on defined benefit plan revaluation - Blueapple

 

 

10

 

 

(192)

 

 

 —

Legacy accumulated deficit allocation

 

 

 —

 

 

 —

 

 

(150,485)

Legacy AOCI allocation

 

 

 —

 

 

 —

 

 

(39,404)

Sales of Blueapple Class B shares

 

 

(13,580)

 

 

 —

 

 

 —

Increase (decrease) in the maximum redemption amount of RNCI:

 

 

 

 

 

 

 

 

 

eService

 

 

11,341

 

 

(19,741)

 

 

 —

Blueapple

 

 

256,112

 

 

374,616

 

 

735,775

Allocation of eService fair value RNCI adjustment to Blueapple

 

 

(4,929)

 

 

8,739

 

 

 —

Distributions - eService

 

 

(6,209)

 

 

(2,380)

 

 

(3,770)

Ending balance

 

$

1,248,448

 

$

1,010,093

 

$

689,569

 

As a result of the above activity, the RNCI attributable to eService and Blueapple were $131.9 million and $1,116.5 million as of June 30, 2019, respectively, and $124.1 million and $886.0 million as of December 31, 2018, respectively.