Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | ||
Mar. 31, 2017 | Apr. 25, 2017 | Dec. 31, 2016 | |
Document Information [Line Items] | |||
Entity Registrant Name | MDC PARTNERS INC | ||
Entity Central Index Key | 876,883 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Trading Symbol | MDCA | ||
Document Type | 10-Q | ||
Document Period End Date | Mar. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | Q1 | ||
Amendment Flag | false | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 56,937,445 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,755 | ||
Convertible Preferred Stock [Member] | Series 4 Convertible Preferred Stock [Domain] | |||
Document Information [Line Items] | |||
Stock Issued During Period, Shares, Convertible Preferred Shares | 95,000 | 95,000 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Services | $ 344,700 | $ 309,042 |
Operating expenses: | ||
Cost of services sold | 237,563 | 211,446 |
Office and general expenses | 87,840 | 77,828 |
Depreciation and amortization | 10,898 | 11,220 |
Costs and Expenses, Total | 336,301 | 300,494 |
Operating profit | 8,399 | 8,548 |
Other income (expense): | ||
Other, net | 2,567 | 15,512 |
Interest expense and finance charges | (16,768) | (15,575) |
Loss on redemption of notes | 0 | (33,298) |
Interest income | 227 | 178 |
Nonoperating Income (Expense), Total | (13,974) | (33,183) |
Loss before income taxes and equity in earnings of non-consolidated affiliates | (5,575) | (24,635) |
Income tax expense (benefit) | 3,969 | (1,972) |
Loss before equity in earnings of non-consolidated affiliates | (9,544) | (22,663) |
Equity in earnings (losses) of non-consolidated affiliates | (139) | 229 |
Net loss | (9,683) | (22,434) |
Net income attributable to the noncontrolling interests | (883) | (859) |
Net loss attributable to MDC Partners Inc. | $ (10,566) | $ (23,293) |
Basic and diluted | ||
Earnings Per Share, Basic and Diluted | $ (210) | $ (470) |
Weighted average number of common shares outstanding: | ||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 52,998,244 | 50,002,552 |
Share-based Compensation | $ 4,950 | $ 4,685 |
Net Income (Loss) Available to Common Stockholders, Basic | (11,073) | (23,293) |
Cost of Sales [Member] | ||
Weighted average number of common shares outstanding: | ||
Share-based Compensation | 3,511 | 3,136 |
General and Administrative Expense [Member] | ||
Weighted average number of common shares outstanding: | ||
Share-based Compensation | 1,439 | 1,549 |
Series 4 Convertible Preferred Stock [Domain] | Convertible Preferred Stock [Member] | ||
Other income (expense): | ||
Accretion on convertible preferred shares | $ (507) | $ 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Comprehensive loss | ||
Net loss | $ (9,683) | $ (22,434) |
Other comprehensive loss, net of applicable tax: | ||
Foreign currency translation adjustment | (68) | 8,825 |
Other comprehensive loss | 68 | (8,825) |
Comprehensive loss for the period | (9,615) | (31,259) |
Comprehensive income attributable to noncontrolling interests | (1,148) | (2,515) |
Comprehensive loss attributable to MDC Partners Inc. | $ (10,763) | $ (33,774) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 23,186 | $ 27,921 |
Cash held in trusts | 5,377 | 5,341 |
Accounts receivable, less allowance for doubtful accounts of $1,682 and $1,523 | 428,195 | 388,340 |
Expenditures billable to clients | 37,071 | 33,118 |
Other current assets | 38,606 | 34,862 |
Total current assets | 532,435 | 489,582 |
Fixed assets, at cost, less accumulated depreciation of $109,667 and $105,134 | 82,228 | 78,377 |
Investments in non-consolidated affiliates | 4,606 | 4,745 |
Goodwill | 846,124 | 844,759 |
Other intangible assets, net | 80,968 | 85,071 |
Deferred tax assets | 41,539 | 41,793 |
Other assets | 38,753 | 33,051 |
Total assets | 1,626,653 | 1,577,378 |
Current liabilities: | ||
Accounts payable | 252,146 | 251,456 |
Trust liability | 5,377 | 5,341 |
Accruals and other liabilities | 294,341 | 303,581 |
Advance billings | 148,679 | 133,925 |
Current portion of long-term debt | 260 | 228 |
Current portion of deferred acquisition consideration | 111,612 | 108,290 |
Total current liabilities | 812,415 | 802,821 |
Long-term debt, less current portion | 887,270 | 936,208 |
Long-term portion of deferred acquisition consideration | 123,758 | 121,274 |
Other liabilities | 54,611 | 56,012 |
Deferred tax liabilities | 105,402 | 103,443 |
Total liabilities | 1,983,456 | 2,019,758 |
Redeemable noncontrolling interests (Note 2) | 60,383 | 60,180 |
Shareholders’ deficit: | ||
Charges in excess of capital | (308,808) | (311,581) |
Accumulated deficit | (585,498) | (574,932) |
Total shareholders’ deficit | (417,186) | (502,560) |
Total liabilities, redeemable noncontrolling interests, and shareholders’ deficit | 1,626,653 | 1,577,378 |
Common Class A | ||
Shareholders’ deficit: | ||
Common shares | 323,023 | 317,784 |
Preferred Stock [Member] | Series 4 Convertible Preferred Stock [Domain] | ||
Shareholders’ deficit: | ||
Convertible preference shares (liquidation preference $95,507) | 90,220 | |
Total shareholders’ deficit | 90,220 | 0 |
Share Capital To Be Issued [Member] | ||
Shareholders’ deficit: | ||
Shares to be issued, 100,000 shares in 2016 | 0 | 2,360 |
Share Capital To Be Issued [Member] | Common Class A | ||
Shareholders’ deficit: | ||
Shares to be issued, 100,000 shares in 2016 | 0 | 2,360 |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||
Shareholders’ deficit: | ||
Accumulated other comprehensive loss | (2,021) | (1,824) |
Total shareholders’ deficit | (2,021) | (1,824) |
Parent [Member] | ||
Shareholders’ deficit: | ||
MDC Partners Inc. shareholders’ deficit | (483,084) | (568,193) |
Total shareholders’ deficit | (483,084) | (568,193) |
Noncontrolling Interest [Member] | ||
Shareholders’ deficit: | ||
Noncontrolling interests | 65,898 | 65,633 |
Total shareholders’ deficit | $ 65,898 | $ 65,633 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 1,682 | $ 1,523 |
Accumulated depreciation (in dollars) | $ 109,667 | $ 105,134 |
Stock Issued During Period, Shares, Convertible Preferred Shares | 90,220,000 | |
Common stock, shares issued | 53,381,692 | 52,802,058 |
Series 4 Convertible Preferred Stock [Domain] | ||
Stock Issued During Period, Shares, Convertible Preferred Shares | 95,000 | |
Convertible Preferred Stock [Member] | Series 4 Convertible Preferred Stock [Domain] | ||
Preferred Stock, Liquidation Preference, Value | $ 95,507 | $ 0 |
Stock Issued During Period, Shares, Convertible Preferred Shares | 95,000 | 0 |
Shares, Outstanding | 95,000 | 0 |
Common Stock [Member] | ||
Shares, Outstanding | 53,381,692 | 52,802,058 |
Common stock, shares outstanding | 53,381,692 | 52,802,058 |
Common Stock [Member] | Common Class A | ||
Shares, Outstanding | 53,377,937 | 52,798,303 |
Common Stock [Member] | Common Class B | ||
Shares, Outstanding | 3,755 | 3,755 |
Share Capital To Be Issued [Member] | ||
Shares to be issued, shares | 0 | 100,000 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (9,683) | $ (22,434) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Stock-based compensation | 4,950 | 4,685 |
Depreciation | 5,600 | 5,028 |
Amortization of intangibles | 5,298 | 6,192 |
Amortization of deferred finance charges | 742 | 7,021 |
Adjustment to deferred acquisition consideration | 11,460 | 6,440 |
Deferred income tax | 1,906 | (2,266) |
Loss on sale of assets | 21 | 0 |
Losses (earnings) of non-consolidated affiliates | 139 | (229) |
Other non-current assets and liabilities | (5,658) | (1,482) |
Foreign exchange | (1,370) | (14,134) |
Changes in working capital: | ||
Accounts receivable | (39,855) | (31,586) |
Expenditures billable to clients | (3,953) | 21,692 |
Prepaid expenses and other current assets | (4,270) | (13,030) |
Accounts payable, accruals and other liabilities | (10,757) | (132,202) |
Advance billings | 14,754 | 17,016 |
Net cash used in operating activities | (30,676) | (122,416) |
Cash flows used in investing activities: | ||
Capital expenditures | (9,413) | (5,539) |
Deposits | (1,627) | 0 |
Acquisitions, net of cash acquired | 0 | (1,774) |
Distributions from non-consolidated affiliates | (50) | (815) |
Net Cash Provided by (Used in) Investing Activities | (11,090) | (8,128) |
Cash flows provided by financing activities: | ||
Acquisition related payments | (5,183) | (30,479) |
Repayment of long-term debt | (135) | (156) |
Purchase of shares | (51) | (902) |
Premium paid on redemption of notes | 0 | (26,873) |
Deferred financing costs | 0 | (18,091) |
Distributions to noncontrolling interests | (2,471) | (2,399) |
Payment of dividends | (22) | (10,636) |
Net Cash Provided by (Used in) Financing Activities | 37,089 | 92,443 |
Effect of exchange rate changes on cash and cash equivalents | (58) | (1,517) |
Decrease in cash and cash equivalents | (4,735) | (39,618) |
Cash and cash equivalents at beginning of period | 27,921 | 61,458 |
Cash and cash equivalents at end of period | 23,186 | 21,840 |
Supplemental disclosures: | ||
Cash income taxes paid | 1,293 | 143 |
Cash interest paid | 999 | 25,703 |
Change in cash held in trusts | 36 | 208 |
Non-cash transactions: | ||
Capital leases | 393 | 156 |
Dividends payable | 716 | 1,115 |
Deferred acquisition consideration settled through issuance of shares | 4,153 | |
Six Point Seven Five Percentage Notes [Member] | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||
Loss on redemption of notes | 0 | 26,873 |
Cash flows provided by financing activities: | ||
Repayment of 6.75% Notes | 0 | 735,000 |
Six Point Five Zero Percentage Notes [Domain] | ||
Cash flows provided by financing activities: | ||
Proceeds from issuance of 6.50% Notes | 0 | 900,000 |
Wells Fargo Capital Finance, LLC | Revolving Credit Facility [Member] | ||
Cash flows provided by financing activities: | ||
Repayments of revolving credit agreement | (381,500) | (217,208) |
Proceeds from revolving credit agreement | 331,961 | 234,187 |
Common Stock [Member] | ||
Non-cash transactions: | ||
Deferred acquisition consideration settled through issuance of shares | 5,028 | |
Series 4 Convertible Preferred Stock [Domain] | ||
Cash flows provided by financing activities: | ||
Proceeds from issuance of convertible preference shares | 95,000 | 0 |
Series 4 Convertible Preferred Stock [Domain] | Convertible Preferred Stock [Member] | ||
Non-cash transactions: | ||
Convertible preference shares issuance costs payable | 4,270 | 0 |
Convertible Preferred Stock [Member] | ||
Cash flows provided by financing activities: | ||
Convertible preference shares issuance costs | $ (510) | 0 |
Common Class A [Member] | Common Stock [Member] | ||
Non-cash transactions: | ||
Deferred acquisition consideration settled through issuance of shares | $ 0 |
CONDENSED STATEMENTS OF SHAREHO
CONDENSED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Common Class A | Series 4 Convertible Preferred Stock [Domain] | Convertible Preferred Stock [Member]Series 4 Convertible Preferred Stock [Domain] | Common Stock | Common StockCommon Class A | Common StockCommon Class B | Share Capital To Be Issued [Member] | Share Capital To Be Issued [Member]Common Class A | Additional Paid-in Capital | Charges in Excess of Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Parent [Member] | Noncontrolling Interest [Member] |
Common Stock, Value, Issued | $ 317,784 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Common Stock, Shares, To be Issued | 100,000 | ||||||||||||||
Common Stock, Value, To be Issued | $ 2,360 | $ 2,360 | |||||||||||||
Balance at Dec. 31, 2016 | $ (502,560) | $ 0 | $ 317,784 | $ 0 | $ (311,581) | $ (574,932) | $ (1,824) | $ (568,193) | $ 65,633 | ||||||
Balance (in shares) at Dec. 31, 2016 | 0 | 52,802,058 | 52,798,303 | 3,755 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net loss attributable to MDC Partners Inc. | (10,566) | (10,566) | (10,566) | 0 | |||||||||||
Other Comprehensive income (loss) | 68 | (197) | (197) | 265 | |||||||||||
Issuance of restricted stock | $ 0 | $ 262 | (262) | $ 0 | |||||||||||
Stock Issued During Period, Shares, New Issues | 90,220,000 | 95,000 | 95,000 | 90,220,000 | |||||||||||
Stock Issued During Period, Value, Convertible Preferred Shares | $ 90,220 | ||||||||||||||
Deferred acquisition consideration settled through issuance of shares | $ 4,153 | $ 5,028 | 1,485 | $ 4,153 | |||||||||||
Stock Authorized During Period, Shares, To be Issued | (100,000) | ||||||||||||||
Stock Authorized During Period, Value, To be Issued | $ (2,360) | ||||||||||||||
Issuance of restricted stock (in shares) | 17,000 | ||||||||||||||
Shares acquired and cancelled | (51) | $ (51) | (51) | ||||||||||||
Stock Issued During Period, Shares, New Issues | 568,182 | ||||||||||||||
Shares acquired and cancelled (in shares) | (5,548) | ||||||||||||||
Stock-based compensation | 1,682 | 1,682 | 1,682 | ||||||||||||
Temporary Equity, Accretion to Redemption Value | (195) | (195) | (195) | ||||||||||||
Noncontrolling Interest, Increase from Business Combination | 63 | 63 | 63 | ||||||||||||
Transfer to charges in excess of capital | (2,773) | 2,773 | |||||||||||||
Balance at Mar. 31, 2017 | $ (417,186) | $ 90,220 | $ 0 | $ (308,808) | $ (585,498) | $ (2,021) | $ (483,084) | $ 65,898 | |||||||
Balance (in shares) at Mar. 31, 2017 | 95,000 | 53,381,692 | 53,377,937 | 3,755 | |||||||||||
Common Stock, Value, Issued | $ 323,023 | $ 323,023 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Common Stock, Shares, To be Issued | 0 | ||||||||||||||
Common Stock, Value, To be Issued | $ 0 | $ 0 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1 . Basis of Presentation MDC Partners Inc. (the “Company” or “MDC”) has prepared the unaudited condensed consolidated interim financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles of the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to these rules. The accompanying financial statements reflect all adjustments, consisting of normally recurring accruals, which in the opinion of management are necessary for a fair presentation, in all material respects, of the information contained therein. Results of operations for interim periods are not necessarily indicative of annual results. References herein to “Partner Firms” generally refer to the Company’s subsidiary agencies. These statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2016 . |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2 . Significant Accounting Policies The Company’s significant accounting policies are summarized as follows: Principles of Consolidation . The accompanying condensed consolidated financial statements include the accounts of MDC Partners Inc. and its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Reclassifications . Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. During the three months ended March 31, 2017 , the Company changed the presentation of book overdrafts on its statement of cash flows to classify the associated cash flows as operating activities. Book overdrafts were previously presented within financing activities. This resulted in cash inflows of $6,271 being reclassified from financing activities to operating activities for the three months ended March 31, 2016 . There was no impact on the Company’s consolidated statements operations, comprehensive income (loss), or balance sheets. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, contingent deferred acquisition consideration, valuation allowances for receivables, deferred tax assets and the amounts of revenue and expenses reported during the period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from these estimates. Fair Value. The Company applies the fair value measurement guidance of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) Topic 820, Fair Value Measurements, for financial assets and liabilities that are required to be measured at fair value and for non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis, including goodwill and other identifiable intangible assets. The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The inputs create the following fair value hierarchy: • Level 1 - Quoted prices for identical instruments in active markets. • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. • Level 3 - Instruments where significant value drivers are unobservable to third parties. When available, the Company uses quoted market prices to determine the fair value of its financial instruments and classifies such items in Level 1. In some cases, quoted market prices are used for similar instruments in active markets and the Company classifies such items in Level 2. Concentration of Credit Risk. The Company provides marketing communications services to clients who operate in most industry sectors. Credit is granted to qualified clients in the ordinary course of business. Due to the diversified nature of the Company’s client base, the Company does not believe that it is exposed to a concentration of credit risk. No client accounted for more than 10% of the Company’s consolidated accounts receivable at March 31, 2017 and December 31, 2016 . No client accounted for 10% of the Company’s revenue for the three months ended March 31, 2017 or for the three months ended March 31, 2016 . Cash and Cash Equivalents. The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits, commercial paper and money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts. Cash in Trust. A subsidiary of the Company holds restricted cash in trust accounts related to funds received on behalf of clients. Such amounts are held in escrow under depositary service agreements and distributed at the direction of the clients. The funds are presented as a corresponding liability on the balance sheet. Allowance for Doubtful Accounts . Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent estimated uncollectible receivables associated with potential customer defaults usually due to customers’ potential insolvency. The allowances include amounts for certain customers where a risk of default has been specifically identified. The assessment of the likelihood of customer defaults is based on various factors, including the length of time the receivables are past due, historical experience and existing economic conditions. Expenditures Billable to Clients . Expenditures billable to clients consist principally of outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of the production process. Fixed Assets . Fixed assets are stated at cost, net of accumulated depreciation. Computers, furniture and fixtures are depreciated on a straight-line basis over periods of three to seven years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred. Equity Method Investments. The equity method is used to account for investments in entities in which the Company has an ownership interest of less than 50% and has significant influence, or joint control by contractual arrangement, (i) over the operating and financial policies of the affiliate or (ii) has an ownership interest greater than 50% ; however, the substantive participating rights of the noncontrolling interest shareholders preclude the Company from exercising unilateral control over the operating and financial policies of the affiliate. The Company’s investments that were accounted for using the equity method include a 30% undivided interest in a real estate joint venture and various interests in investment funds. The Company’s management periodically evaluates these investments to determine if there has been a decline in value that is other than temporary. These investments are included in investments in non-consolidated affiliates on the balance sheet. Cost Method Investments. From time to time, the Company makes non-material cost based investments in start-up advertising technology companies and innovative consumer product companies where the Company does not exercise significant influence over the operating and financial policies of the investee. The total net cost basis of these investments, which is included in other assets on the balance sheet, at March 31, 2017 and December 31, 2016 was $10,306 and $10,132 , respectively. These investments are periodically evaluated to determine whether a significant event or change in circumstances has occurred that may impact the fair value of each investment other than temporary declines below book value. A variety of factors are considered when determining if a decline is other than temporary, including, among others, the financial condition and prospects of the investee, as well as the Company’s investment intent. In addition, the Company’s partner agencies may receive minority equity interests from start-up companies in lieu of fees. Business Combinations. Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company’s acquisition model typically provides for an initial payment at closing and for future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For further information see Notes 4 and 9 . For the three months ended March 31, 2017 and 2016 , $11,431 and $6,327 of expense related to changes in such estimated values was recorded in results of operations. The Company expenses acquisition related costs as incurred. For the three months ended March 31, 2017 and 2016 , $234 and $553 of acquisition related costs were charged to operations. For each acquisition, the Company undertakes a detailed review to identify intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine the estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. Like most service businesses, a substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to expand the existing, client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions. Redeemable Noncontrolling Interests . Many of the Company’s acquisitions include contractual arrangements where the noncontrolling shareholders have an option to purchase, or may require the Company to purchase, such noncontrolling shareholders’ incremental ownership interests under certain circumstances and the Company has similar call options under the same contractual terms. The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas as described in Note 12 . In the event that an incremental purchase may be required of the Company, the amounts are recorded as redeemable noncontrolling interests in mezzanine equity on the balance sheet at their acquisition date fair value and adjusted for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. For the three months ended March 31, 2017 and 2016 , there was no related impact on the Company’s earnings (loss) per share calculation. Changes in the estimated redemption amounts of the redeemable noncontrolling interests are adjusted at each reporting period with a corresponding adjustment to equity. These adjustments will not impact the calculation of earnings (loss) per share. The following table presents changes in redeemable noncontrolling interests: Three Months Ended March 31, 2017 Year Ended December 31, 2016 Beginning Balance $ 60,180 $ 69,471 Redemptions (63 ) (1,708 ) Additions (1) — 2,274 Changes in redemption value 195 (9,604 ) Currency translation adjustments 71 (253 ) Ending Balance $ 60,383 $ 60,180 (1) Additions consist of transfers from noncontrolling interests related to step-up transactions and new acquisitions. Subsidiary and Equity Investment Stock Transactions. Transactions involving the purchase, sale or issuance of stock of a subsidiary where control is maintained are recorded as a reduction in the redeemable noncontrolling interests or noncontrolling interests, as applicable. Any difference between the purchase price and noncontrolling interest are recorded to additional paid-in capital. In circumstances where the purchase of shares of an equity investment results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in results of operations. Variable Interest Entity . Effective March 28, 2012, the Company invested in Doner Partners LLC (“Doner”). The Company acquired a 30% voting interest and convertible preferred interests that allow the Company to increase ordinary voting ownership to 70% at the Company’s option. The Company has determined that (i) this entity is a variable interest entity, and (ii) the Company is the primary beneficiary because it receives a disproportionate share of profits and losses as compared to its ownership percentage. As such, Doner is consolidated for all periods subsequent to the date of investment. Doner is a full service integrated creative agency that is included as part of the Company’s portfolio in the Reportable Segment. The Company’s Credit Agreement (see Note 6 ) is guaranteed and secured by all of Doner’s assets. Total assets and total liabilities of Doner included in the Company’s consolidated balance sheet at March 31, 2017 were $101,200 and $57,450 , respectively, and at December 31, 2016 were $102,456 and $57,622 , respectively. Guarantees . Guarantees issued or modified by the Company to third parties after January 1, 2003 are generally recognized at the inception or modification of the guarantee as a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The initial measurement of that liability is the fair value of the guarantee. The recognition of a liability is required even if it is not probable that payments will be required under a guarantee. The Company’s liability associated with guarantees is not significant. See Note 12 . Revenue Recognition. The Company’s revenue recognition policies are established in accordance with the Revenue Recognition topics of the FASB ASC, and accordingly, revenue is recognized when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the selling price is fixed or determinable; (iii) services have been performed or upon delivery of the products when ownership and risk of loss has transferred to the client; and (iv) collection of the resulting receivable is reasonably assured. The Company follows the Multiple-Element Arrangement topic of the FASB ASC, which addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities and how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. The Company follows the Principal Agent Consideration topic of the FASB ASC which addresses (i) whether revenue should be recorded at the gross amount billed because it has earned revenue from the sale of goods or services, or recorded at the net amount retained because it has earned a fee or commission, and (ii) that reimbursements received for out-of-pocket expenses incurred should be characterized in the income statement as revenue. Accordingly, the Company has included such reimbursed expenses in revenue. The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses. Non-refundable retainer fees are generally recognized on a straight-line basis over the term of the specific customer arrangement. Commission revenue is earned and recognized upon the placement of advertisements in various media when the Company has no further performance obligations. Fixed fees for services are recognized upon completion of the earnings process and acceptance by the client. Per diem fees are recognized upon the performance of the Company’s services. In addition, for a limited number of certain service transactions, which require delivery of a number of service acts, the Company uses the proportional performance model, which generally results in revenue being recognized based on the straight-line method. Fees billed to clients in excess of fees recognized as revenue are classified as advanced billings on the Company’s balance sheet. A small portion of the Company’s contractual arrangements with customers includes performance incentive provisions, which allow the Company to earn additional revenue as a result of its performance relative to both quantitative and qualitative goals. The Company recognizes the incentive portion of revenue under these arrangements when specific quantitative goals are assured, or when the Company’s clients determine performance against qualitative goals has been achieved. In all circumstances, revenue is only recognized when collection is reasonably assured. The Company records revenue net of sales and other taxes due to be collected and remitted to governmental authorities. Cost of Services Sold . Cost of services sold do not include depreciation charges for fixed assets. Interest Expense . Interest expense primarily consists of the cost of borrowing on the Company’s previously outstanding 6.75% Senior Notes due 2020 (the “6.75% Notes”); the Company’s currently outstanding 6.50% senior unsecured notes due 2024 (the “6.50% Notes”); and the Company’s $325 million senior secured revolving credit agreement due 2021 (the “Credit Agreement”). The Company uses the effective interest method to amortize the deferred financing costs on the 6.75% Notes and the 6.50% Notes as well as the original issue premium on the previously outstanding 6.75% Notes. The Company also uses the straight-line method to amortize the deferred financing costs on the Credit Agreement. For the three months ended March 31, 2017 and 2016 , interest expense included $29 and $112 , respectively, relating to present value adjustments for fixed deferred acquisition consideration payments. The Company redeemed the 6.75% Notes with the net proceeds from the issuance of the 6.50% Notes. For further information see Note 6 . Income Taxes. The Company’s U.S. operating units are generally structured as limited liability companies, which are treated as partnerships for tax purposes. The Company is only taxed on its share of the profits, while noncontrolling holders are responsible for taxes on their share of the profits. The Company currently has a fully reserved valuation allowance on its deferred tax assets related to U.S. net operating losses. During the three months ended March 31, 2017 and 2016 , the Company’s effective tax rate was impacted by losses in certain tax jurisdictions where a valuation allowance was deemed necessary. Stock-Based Compensation. Under the fair value method, compensation cost is measured at fair value at the date of grant and is expensed over the service period, in this case the award’s vesting period. The Company recognizes forfeitures as they occur. When awards are exercised, share capital is credited by the sum of the consideration paid, together with the related portion previously credited to additional paid-in capital when compensation costs were charged against income or acquisition consideration. The Company uses its historical volatility derived over the expected term of the award to determine the volatility factor used in determining the fair value of the award. Stock-based awards that are settled in cash, or may be settled in cash at the option of employees, are recorded as liabilities. The measurement of the liability and compensation cost for these awards is based on the fair value of the award, and is recorded in operating income over the service period, in this case the award’s vesting period. Changes in the Company’s payment obligation prior to the settlement date of a stock-based award are recorded as compensation cost in operating income in the period of the change. The final payment amount for such awards is established on the date of the exercise of the award by the employee. Stock-based awards that are settled in cash or equity at the option of the Company are recorded at fair value on the date of grant and recorded as additional paid-in capital. The fair value measurement of the compensation cost for these awards is based on using the Black-Scholes option pricing-model and is recorded in operating income over the service period, in this case the award’s vesting period. It is the Company’s policy for issuing shares upon the exercise and/or vesting of an equity incentive award to verify the amount of shares to be issued, as well as the amount of proceeds to be collected (if any) and to deliver new shares to the exercising party. The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. The Company commences recording compensation expense related to awards that are based on performance conditions under the straight-line attribution method when it is probable that such performance conditions will be met. The Company treats benefits paid by shareholders or equity members to employees as a stock-based compensation charge with a corresponding credit to additional paid-in-capital. From time to time, certain acquisitions and step-up transactions include an element of compensation related payments. The Company accounts for those payments as stock-based compensation. In January 2017, the Company issued 327,500 Stock Appreciation Rights (“SARS”) to its employees. The SARS have an exercise price of $6.60 and will vest on the three year anniversary of the grant date. The Company will be recording a stock-based compensation charge of $770 from the date of the grant through 2020 for these SARS awards. During the three months ended March 31, 2017 , the Company issued 90,000 shares of restricted stock and restricted stock units (collectively, “RSUs”) to its employees and directors. The RSUs have an aggregate grant date fair value of $609 and generally vest on the third anniversary of the date of grant. In addition, during the first quarter of 2017, the Company issued RSUs of which 932,600 awarded shares were outstanding as of March 31, 2017 . However, the vesting of these awards is contingent upon the Company meeting a cumulative three year financial performance target and continued employment through the March 1, 2020 vesting date. These RSU awards do not yet have an established grant date fair value because the financial performance target is not yet established. Once the Company defines the financial performance target, and assuming the achievement of such performance targets is expected, the grant date is established and the Company will record the compensation expense over the vesting period. Additionally, the Company still has outstanding RSUs of 513,321 which are also based on a cumulative financial performance target and will vest on March 1, 2019. Loss per Common Share . Basic income (loss) per common share is based upon the weighted average number of common shares outstanding during each period. Share capital to be issued, as reflected in shareholders’ deficit on the balance sheet, are also included if there is no circumstance under which those shares would not be issued. Diluted income (loss) per common share is based on the above, in addition, if dilutive, it also includes common share equivalents, which include outstanding options, stock appreciation rights, and unvested restricted stock units. In periods of net loss, all potentially issuable common shares are excluded from diluted net loss per common share because they are anti-dilutive. During the first quarter of 2017, the Company issued and sold 95,000 newly authorized Series 4 Convertible Preference Shares (the “Preference Shares”) in a private placement. The two-class method is applied to calculate basic net income (loss) attributable to MDC Partners, Inc. per common share in periods in which shares of convertible preference shares were outstanding, as shares of convertible preference shares are participating securities due to their dividend rights. See Notes 7 and 8 . The two-class method is an earnings allocation method under which earnings per share is calculated for common stock considering a participating security’s rights to undistributed earnings as if all such earnings had been distributed during the period. Either the two-class method or the if-converted method is applied to calculate diluted net income per common share, depending on which method results in more dilution. The Company’s participating securities are not included in the computation of net loss per common share in periods of net loss because the convertible preference shareholders have no contractual obligation to participate in losses. Foreign Currency Translation . The Company’s financial statements were prepared in accordance with the requirements of the Foreign Currency Translation topic of the FASB ASC. The functional currency of the Company is the Canadian dollar and it has decided to use U.S. dollars as its reporting currency for consolidated reporting purposes. Generally, the Company’s subsidiaries use their local currency as their functional currency. Accordingly, the currency impacts of the translation of the balance sheets of the Company’s non-U.S. dollar based subsidiaries to U.S. dollar statements are included as cumulative translation adjustments in accumulated other comprehensive income. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Cumulative translation adjustments are not included in net earnings unless they are actually realized through a sale or upon complete or substantially complete liquidation of the Company’s net investment in the foreign operation. Translation of current intercompany balances are included in net earnings. The balance sheets of non-U.S. dollar based subsidiaries are translated at the period end rate. The income statements of non-U.S. dollar based subsidiaries are translated at average exchange rates for the period. Gains and losses arising from the Company’s foreign currency transactions are reflected in net earnings. Unrealized gains or losses arising on the translation of certain intercompany foreign currency transactions that are of a long-term nature (that is settlement is not planned or anticipated in the future) are included as cumulative translation adjustments in accumulated other comprehensive income. |
Loss Per Common Share
Loss Per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | 3 . Loss Per Common Share The following table sets forth the computation of basic and diluted loss per common share: Three Months Ended 2017 2016 Numerator Net loss attributable to MDC Partners Inc. $ (10,566 ) $ (23,293 ) Accretion on convertible preference shares (507 ) — Numerator for basic loss per common share - Net loss attributable to MDC Partners Inc. common shareholders (11,073 ) (23,293 ) Effect of dilutive securities: — — Numerator for diluted loss per common share- Net loss attributable to MDC Partners Inc. common shareholders $ (11,073 ) $ (23,293 ) Denominator Denominator for basic loss per common share - weighted average common shares 52,998,244 50,002,552 Effect of dilutive securities: — — Denominator for diluted loss per common share - adjusted weighted shares and assumed conversions 52,998,244 50,002,552 Basic loss per common share $ (0.21 ) $ (0.47 ) Diluted loss per common share $ (0.21 ) $ (0.47 ) During the three months ended March 31, 2017 , options and other rights to purchase 1,263,635 shares of common stock, which includes 898,635 shares of non-vested restricted stock and restricted stock units, were outstanding and were excluded in the computation of diluted income per common share. Additionally, 1,445,921 shares of non-vested restricted stock and restricted stock unit awards which are contingent upon the Company meeting an undefined cumulative three year earnings target and continued employment are excluded from the computation of diluted income per common share as the contingency has not been satisfied at March 31, 2017 . Lastly, there were 95,000 shares of Preference Shares outstanding which were convertible into 9,550,667 Class A common shares at March 31, 2017 , and were excluded from the diluted income per common share calculation since the preference shareholders do not participate in net losses of the Company. During the three months ended March 31, 2016 , options and other rights to purchase 1,498,535 shares of common stock, which includes 1,423,535 shares of non-vested restricted stock, were outstanding and were excluded in the computation of diluted income per common share. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | 4 . Acquisitions Valuations of acquired companies are based on a number of factors, including specialized know-how, reputation, competitive position and service offerings. The Company’s acquisition strategy has been focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of its various strategic business platforms to better serve the Company’s clients. The Company’s strategy includes acquiring ownership stakes in well-managed businesses with strong reputations in the industry. The Company’s model of “Perpetual Partnership” often involves acquiring a majority interest rather than a 100% interest and leaving management owners with a significant financial interest in the performance of the acquired entity for a minimum period of time, typically not less than five years. The Company’s acquisition model in this scenario typically provides for (i) an initial payment at the time of closing, (ii) additional contingent purchase price obligations based on the future performance of the acquired entity, and (iii) an option by the Company to purchase (and in some instances a requirement to so purchase) the remaining interest of the acquired entity under a predetermined formula. Contingent purchase price obligations. The Company’s contingent purchase price obligations are generally payable within a five year period following the acquisition date, and are based on (i) the achievement of specific thresholds of future earnings, and (ii) in certain cases, the growth rate of those earnings. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and adjusted at each reporting period through operating income or net interest expense, depending on the nature of the arrangement. On occasion, the Company may initiate a renegotiation of previously acquired ownership interests and any resulting change in the estimated amount of consideration to be paid is adjusted in the reporting period through operating income or net interest expense, depending on the nature of the arrangement. See Notes 2 , 9 , and 12 for additional information on the deferred acquisition consideration. Options to purchase . When acquiring less than 100% ownership, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase the incremental ownership is within the Company’s control, the amounts are recorded as noncontrolling interests in the equity section of the Company’s balance sheet. Where the incremental purchase may be required of the Company, the amounts are recorded as redeemable noncontrolling interests in mezzanine equity at their estimated acquisition date redemption value and adjusted at each reporting period for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. On occasion, the Company may initiate a renegotiation to acquire an incremental ownership interest and the amount of consideration paid may differ materially from the balance sheet amounts. See Note 12 for additional information on redeemable noncontrolling interests. Employment conditions. From time to time, specifically when the projected success of an acquisition is deemed to be dependent on retention of specific personnel, such acquisition may include deferred payments that are contingent upon employment terms as well as financial performance. The Company accounts for those payments through operating income as stock-based compensation over the required retention period. For the three months ended March 31, 2017 and 2016 , stock-based compensation included $3,268 and $2,906 , respectively, of expense relating to those payments. Distributions to noncontrolling shareholders. If noncontrolling shareholders have the right to receive distributions based on the profitability of an acquired entity, the amount is recorded as income attributable to noncontrolling interests. However, there are circumstances when the Company acquires a majority interest and the selling shareholders waive their right to receive distributions with respect to their retained interest for a period of time, typically not less than five years. Under this model, the right to receive such distributions typically begins concurrently with the purchase option period and, therefore, if such option is exercised at the first available date the Company may not record any noncontrolling interest over the entire period from the initial acquisition date through the acquisition date of the remaining interests. 2017 Acquisitions There were no material acquisitions during the three months ended March 31, 2017 . 2016 Acquisitions Effective July 1, 2016, the Company acquired 100% of the equity interests of Forsman & Bodenfors AB (“F&B”), an advertising agency based in Sweden, for an approximate purchase price range of $35,000 to $55,000 . The estimated aggregate purchase price at acquisition date of $49,837 , which is subject to adjustments, consisted of a closing payment of 1,900,000 MDC Class A subordinate voting shares with an acquisition date fair value of $34,219 , plus additional deferred acquisition payments with an estimated present value at acquisition date of $15,618 . The amount of additional payments will be calculated based on the financial results of the acquired business for 2015 and 2016 as well as for the value of the Company’s shares from July 1, 2016 up to and including the close of business on November 2, 2016. At December 31, 2016, the estimated present value of the additional deferred acquisition payments was $18,857 . The additional deferred acquisition payments are payable in 2017 at the Company’s option through the payment of cash or the issuance of additional Class A subordinate voting shares. In the event the Company elects to settle the additional deferred payments through the issuance of Class A subordinate voting shares, such settlement amount will be subject to adjustment based on the value of the Company’s shares determined at the close of business on the final trading day of the seller’s applicable 90 day trading window. An allocation of excess purchase price consideration of this acquisition to the fair value of the net assets acquired resulted in identifiable intangibles of $36,698 , consisting primarily of customer lists, trade names and covenants not to compete, and goodwill of $24,778 , including the value of the assembled workforce. The identified assets have a weighted average useful life of approximately 10.8 years and will be amortized in a manner represented by the pattern in which the economic benefits of such assets are expected to be realized. In addition, the Company has recorded $2,275 as the present value of redeemable noncontrolling interests and $5,514 as the present value of noncontrolling interests both relating to the noncontrolling interest of F&B’s subsidiaries. None of the intangibles and goodwill are tax deductible and the Company recorded a deferred tax liability of $8,074 related to the intangibles. F&B’s results are included in the Reportable Segment. The actual adjustments that the Company will ultimately make in finalizing the allocation of purchase price to fair value of the net assets acquired will depend on a number of factors. Pro forma financial information has not been presented since the acquisition did not have a material effect on the Company’s operating results for three months ended March 31, 2016 . Effective April 1, 2016, the Company acquired the remaining 40% ownership interests of Luntz Global Partners LLC. In 2016, the Company also entered into various non-material transactions in connection with other majority-owned entities. As a result of the foregoing, the Company made total cash closing payments of $1,581 , eliminated the contingent deferred acquisition payments of $4,052 and fixed deferred acquisition payments of $467 related to certain initial acquisition of the equity interests, reduced other assets by $428 , reduced redeemable noncontrolling interests by $1,005 , reduced noncontrolling interests by $19,354 , increased accruals and other liabilities by $94 , and increased additional paid-in capital by $22,775 . Additional deferred payments with an estimated present value at acquisition date of $2,393 that are contingent upon service conditions have been excluded from deferred acquisition consideration and will be expensed as stock-based compensation over the required service period. Noncontrolling Interests During the three months ended March 31, 2017 and 2016 there were no changes in the Company’s ownership interests in its less than 100% owned subsidiaries. |
Accruals and Other Liabilities
Accruals and Other Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Accrued and Other Liabilities [Abstract] | |
Accruals and Other Liabilities | 5 . Accounts Payable, Accruals and Other Liabilities At March 31, 2017 and December 31, 2016 , accruals and other liabilities included accrued media of $181,208 and $201,872 , respectively; and included amounts due to noncontrolling interest holders for their share of profits, which will be distributed within the next twelve months of $2,593 and $4,154 , respectively. Changes in amounts due to noncontrolling interest holders included in accrued and other liabilities for the year ended December 31, 2016 and three months ended March 31, 2017 were as follows: Noncontrolling Balance, December 31, 2015 $ 5,473 Income attributable to noncontrolling interests 5,218 Distributions made (7,772 ) Other (1) 1,235 Balance, December 31, 2016 $ 4,154 Income attributable to noncontrolling interests 883 Distributions made (2,471 ) Other (1) 27 Balance, March 31, 2017 $ 2,593 (1) Other consists primarily of business acquisitions, sale of a business, step-up transactions, and cumulative translation adjustments. At March 31, 2017 and December 31, 2016 , accounts payable included $44,038 and $80,193 of outstanding checks, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 6 . Debt The Company’s indebtedness was comprised as follows: March 31, December 31, 2016 Revolving credit agreement $ 4,886 $ 54,425 6.50% Notes due 2024 900,000 900,000 Debt issuance costs (18,039 ) (18,420 ) 886,847 936,005 Obligations under capital leases 683 431 887,530 936,436 Less: Current portion of long-term debt 260 228 $ 887,270 $ 936,208 6.50% Notes On March 23, 2016, MDC entered into an indenture (the “Indenture”) among MDC, its existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, the Credit Agreement, as guarantors (the “Guarantors”) and The Bank of New York Mellon, as trustee, relating to the issuance by MDC of $900,000 aggregate principal amount of the 6.50% Notes. The 6.50% Notes were sold in a private placement in reliance on exceptions from registration under the Securities Act of 1933. The 6.50% Notes bear interest at a rate of 6.50% per annum, accruing from March 23, 2016. Interest is payable semiannually in arrears on May 1 and November 1 of each year, beginning November 1, 2016. The 6.50% Notes mature on May 1, 2024 , unless earlier redeemed or repurchased. The Company received net proceeds from the offering of the 6.50% Notes equal to approximately $880,000 . The Company used the net proceeds to redeem all of its existing 6.75% Notes, together with accrued interest, related premiums, fees and expenses and recorded a charge for the loss on redemption of such notes of $33,298 , including write offs of unamortized original issue premium and debt issuance costs. Remaining proceeds were used for general corporate purposes, including funding of deferred acquisition consideration. The 6.50% Notes are guaranteed on a senior unsecured basis by all of MDC’s existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, the Credit Agreement. The 6.50% Notes are unsecured and unsubordinated obligations of MDC and rank (i) equally in right of payment with all of MDC’s or any Guarantor’s existing and future senior indebtedness, (ii) senior in right of payment to MDC’s or any Guarantor’s existing and future subordinated indebtedness, (iii) effectively subordinated to all of MDC’s or any Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness, including the Credit Agreement, and (iv) structurally subordinated to all existing and future liabilities of MDC’s subsidiaries that are not Guarantors. MDC may, at its option, redeem the 6.50% Notes in whole at any time or in part from time to time, on and after May 1, 2019 (i) at a redemption price of 104.875% of the principal amount thereof if redeemed during the twelve-month period beginning on May 1, 2019 , (ii) at a redemption price of 103.250% of the principal amount thereof if redeemed during the twelve-month period beginning on May 1, 2020 , (iii) at a redemption price of 101.625% of the principal amount thereof if redeemed during the twelve-month period beginning on May 1, 2021 , and (iv) at a redemption price of 100% of the principal amount thereof if redeemed on May 1, 2022 and thereafter. Prior to May 1, 2019 , MDC may, at its option, redeem some or all of the 6.50% Notes at a price equal to 100% of the principal amount of the 6.50% Notes plus a “make whole” premium and accrued and unpaid interest. MDC may also redeem, at its option, prior to May 1, 2019 , up to 35% of the 6.50% Notes with the proceeds from one or more equity offerings at a redemption price of 106.50% of the principal amount thereof. If MDC experiences certain kinds of changes of control (as defined in the Indenture), holders of the 6.50% Notes may require MDC to repurchase any 6.50% Notes held by them at a price equal to 101% of the principal amount of the 6.50% Notes plus accrued and unpaid interest. In addition, if MDC sells assets under certain circumstances, it must apply the proceeds from such sale and offer to repurchase the 6.50% Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest. The Indenture includes covenants that, among other things, restrict MDC’s ability and the ability of its restricted subsidiaries (as defined in the Indenture) to incur or guarantee additional indebtedness; pay dividends on or redeem or repurchase the capital stock of MDC; make certain types of investments; create restrictions on the payment of dividends or other amounts from MDC’s restricted subsidiaries; sell assets; enter into transactions with affiliates; create liens; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The 6.50% Notes are also subject to customary events of default, including a cross-payment default and cross-acceleration provision. Redemption of 6.75% Notes On March 23, 2016, the Company redeemed the 6.75% Notes in whole at a redemption price of 103.375% of the principal amount thereof with the proceeds from the issuance of the 6.50% Notes. Credit Agreement On March 20, 2013, MDC, Maxxcom Inc. (a subsidiary of MDC) and each of their subsidiaries party thereto entered into an amended and restated, $225,000 senior secured revolving credit agreement due 2018 (the “Credit Agreement”) with Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto. Advances under the Credit Agreement are to be used for working capital and general corporate purposes, in each case pursuant to the terms of the Credit Agreement. Capitalized terms used in this section and not otherwise defined have the meanings set forth in the Credit Agreement. Effective October 23, 2014, MDC and its subsidiaries entered into an amendment to its Credit Agreement. The amendment: (i) expanded the commitments under the facility by $100,000 , from $225,000 to $325,000 ; (ii) extended the date by an additional eighteen months to September 30, 2019 ; (iii) reduced the base borrowing interest rate by 25 basis points (the applicable margin for borrowing is 1.00% in the case of Base Rate Loans and 1.75% in the case of LIBOR Rate Loans); and (iv) modified certain covenants to provide the Company with increased flexibility to fund its continued growth and other general corporate purposes. Effective May 3, 2016, MDC and its subsidiaries entered into an additional amendment to its Credit Agreement. The amendment: (i) extends the date by an additional nineteen months to May 3, 2021 ; (ii) reduces the base borrowing interest rate by 25 basis points; (iii) provides the Company the ability to borrow in foreign currencies; and (iv) certain other modifications to provide additional flexibility in operating the Company’s business. Advances under the Credit Agreement bear interest as follows: (a)(i) LIBOR Rate Loans bear interest at the LIBOR Rate and (ii) Base Rate Loans bear interest at the Base Rate, plus (b) an applicable margin. The initial applicable margin for borrowing is 1.50% in the case of Base Rate Loans and 1.75% in the case of LIBOR Rate Loans. In addition to paying interest on outstanding principal under the Credit Agreement, MDC is required to pay an unused revolver fee to lenders under the Credit Agreement in respect of unused commitments thereunder. The Credit Agreement is guaranteed by substantially all of MDC’s present and future subsidiaries, other than immaterial subsidiaries and subject to customary exceptions. The Credit Agreement includes covenants that, among other things, restrict MDC’s ability and the ability of its subsidiaries to incur or guarantee additional indebtedness; pay dividends on or redeem or repurchase the capital stock of MDC; make certain types of investments; impose limitations on dividends or other amounts from MDC’s subsidiaries; incur certain liens, sell or otherwise dispose of certain assets; enter into transactions with affiliates; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The Credit Agreement also contains financial covenants, including a total leverage ratio, a senior leverage ratio, a fixed charge coverage ratio and a minimum earnings level (each as more fully described in the Credit Agreement). The Credit Agreement is also subject to customary events of default. The Company is currently in compliance with all of the terms and conditions of its Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with the covenants over the next twelve months. At March 31, 2017 , there were $4,886 borrowings under the Credit Agreement. At March 31, 2017 , the Company had issued $4,810 of undrawn outstanding letters of credit. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9 . Fair Value Measurements Authoritative guidance for fair value establishes a framework for measuring fair value. A fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. In order to increase consistency and comparability in fair value measurements, the guidance establishes a hierarchy for observable and unobservable inputs used to measure fair value into three broad levels, which are described below: • Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. • Level 3 - Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. Financial Liabilities Measured at Fair Value on a Recurring Basis The following tables present certain information for the financial liabilities that are disclosed at fair value on a recurring basis at March 31, 2017 and December 31, 2016 : Level 1 Level 1 March 31, 2017 December 31, 2016 Carrying Fair Value Carrying Fair Value Liabilities: 6.50% Notes due 2024 $ 900,000 $ 860,625 $ 900,000 $ 812,250 Long-term debt includes fixed rate debt. The fair value of this instrument is based on quoted market prices. The following table presents changes in deferred acquisition consideration: Fair Value Measurements Using Significant Unobservable Inputs March 31, December 31, 2017 2016 Beginning balance of contingent payments $ 224,754 $ 306,734 Payments (1) (6,745 ) (105,169 ) Additions (2) — 16,132 Redemption value adjustments (3) 12,671 13,930 Other (4) — (6,412 ) Foreign translation adjustment 390 (461 ) Ending balance of contingent payments $ 231,070 $ 224,754 (1) For the three months ended March 31, 2017 and the year ended December 31, 2016 , payments include $5,028 and $10,458 , respectively, of deferred acquisition consideration settled through the issuance of 568,182 and 691,559 , respectively, MDC Class A subordinate voting shares in lieu of cash. (2) Additions are the initial estimated deferred acquisition payments of new acquisitions and step-up transactions completed within that fiscal period. (3) Redemption value adjustments are fair value changes from the Company’s initial estimates of deferred acquisition payments, including the accretion of present value and stock-based compensation charges relating to acquisition payments that are tied to continued employment. (4) For the year ended December 31, 2016 , other is comprised of (i) $2,360 transfered to shares to be issued related to 100,000 MDC Class A subordinate voting shares to be issued contingent on specific thresholds of future earnings that management expects to be attained; and (ii) $4,052 of contingent payments eliminated through the acquisition of incremental ownership interests, see Note 4 . In addition to the above amounts, there are fixed payments of $4,300 and $4,810 for total deferred acquisition consideration of $235,370 and $229,564 , which reconciles to the consolidated balance sheets at March 31, 2017 and December 31, 2016 , respectively. The Company includes the payments of all deferred acquisition consideration in financing activities in the Company’s consolidated statement of cash flows as the Company believes these payments to be seller-related financing activities, which is the predominant source of cash flows. The FASB recently issued new guidance regarding the classification of cash flows for contingent consideration that is effective January 1, 2018. See Note 13 for further information. Level 3 payments relate to payments made for deferred acquisition consideration. Level 3 grants relate to contingent purchase price obligations related to acquisitions and are recorded on the balance sheet at the acquisition date fair value. The estimated liability is determined in accordance with various contractual valuation formulas that may be dependent on future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and, in some cases, the currency exchange rate as of the date of payment. Level 3 redemption value adjustments relate to the remeasurement and change in these various contractual valuation formulas as well as adjustments of present value. At March 31, 2017 and December 31, 2016 , the carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity. The Company does not disclose the fair value for equity method investments or investments held at cost as it is not practical to estimate fair value since there is no readily available market data. Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Measurements based on undiscounted cash flows are considered to be Level 3 inputs. During the fourth quarter of each year, the Company evaluates goodwill and indefinite-lived intangibles for impairment at the reporting unit level. For each acquisition, the Company performed a detailed review to identify intangible assets and a valuation is performed for all such identified assets. The Company used several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. The amounts allocated to assets acquired and liabilities assumed in the acquisitions were determined using Level 3 inputs. Fair value for property and equipment was based on other observable transactions for similar property and equipment. Accounts receivable represents the best estimate of balances that will ultimately be collected, which is based in part on allowance for doubtful accounts reserve criteria and an evaluation of the specific receivable balances. |
Other Income (Expense)
Other Income (Expense) | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense) | . Other Income Three Months Ended March 31, 2017 2016 Other income $ 128 $ 58 Foreign currency transaction gain 2,439 15,454 $ 2,567 $ 15,512 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 11 . Segment Information The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions regarding resource allocation for the segment and assess its performance. During June of 2016, the Company entered into a Separation and Release Agreement with its former Chief Operating Officer in connection with a limited restructuring of the Company’s corporate department. This change to the Company’s management structure was designed to provide the CODM greater visibility into the operating performance of individual Partner Firms and resulted in a corresponding change in the level at which the CODM reviews the operating results of such Partner Firms. As a result, in the third quarter of 2016, the Company reassessed its determination of operating segments and concluded that each Partner Firm represents an operating segment. The Company assesses the average long-term gross margins expected for each Partner Firm together with the qualitative characteristics set forth in ASC 280-10-50 and aggregates the Partner Firms that meet the aggregation criteria into one reportable (the “Reportable Segment”), and combines and discloses those Partner Firms that do not meet the aggregation criteria as “All Other.” The Company also reports corporate expenses, as further detailed below, as “Corporate.” Effective January 1, 2017, the Company recast the segment reporting to reflect a non-material change to the Company’s operating segments. The Company elected to separate Kenna, a component business, from the kbs Partner Firm in order to provide additional visibility for the CODM. As a stand-alone Partner Firm, Kenna does not meet the aggregation criteria to be included in the Reportable Segment, thus, Kenna is now reported within All Other. • The Reportable Segment is comprised of the Company’s integrated advertising, media, and public relations service Partner Firms. These core or principal service offerings are similar and/or complementary in many respects, and the Partner Firms that provide these service offerings both compete and/or collaborate with each other for new business. Each Partner Firm represents an operating segment and the Company aggregates its Partner Firms to report in the Reportable Segment. Partner Firms within this segment include Allison & Partners, Anomaly, Crispin Porter + Bogusky, Doner, Forsman & Bodenfors, Hunter PR, kbs, MDC Media Partners, and 72andSunny, among others. These Partner Firms share similar characteristics related to the nature of their services as well as the type of clients and the methods used to provide their services. In addition, the class of customer is also common among the Partner Firms in the Reportable Segment. This results in the Partner Firms having similar economics of their business, and the Company’s expected average long-term gross margin are similar among the Partner Firms aggregated in the Reportable Segment. • All Other is comprised of the Company’s Partner Firms that provide the specialist marketing offerings such as direct marketing, sales promotion, market research, strategic communications, database and customer relationship management, data analytics and insights, corporate identity, design and branding, and product and service innovation. Partner Firms within All Other include Gale Partners, Kingsdale, Relevent, Team, Redscout, and Y Media Labs, among others. The nature of the specialized services provided by these Partner Firms vary from those Partner Firms aggregated into the Reportable Segment in that such services are generally complimentary and are provided to round out the portfolio of services offered by the Company. This results in these Partner Firms having different current and long-term performance expectations from those Partner Firms aggregated in the Reportable Segment. • Corporate consists of corporate office expenses incurred in connection with the strategic resources provided to the Partner Firms, as well as certain other centrally managed expenses that are not fully allocated to the Partner Firms. These office and general expenses include (i) salaries and related expenses for corporate office employees including employees dedicated to supporting the Partner Firms, (ii) occupancy expense relating to properties occupied by all corporate office employees, (iii) other office and general expenses including professional fees for the financial statement audits and other public company costs, and (iv) certain other professional fees managed by the corporate office. Additional expenses managed by the corporate office that are directly related to the Partner Firms are allocated to the Reportable Segment and All Other. Prior year results have been recast to reflect the new segment reporting. Three Months Ended March 31, 2017 (thousands of United States dollars) Reportable Segment All Other Corporate Total Revenue $ 286,805 $ 57,895 $ — $ 344,700 Cost of services sold 198,143 39,420 — 237,563 Office and general expenses 68,692 10,888 8,260 87,840 Depreciation and amortization 8,393 2,196 309 10,898 Operating profit (loss) 11,577 5,391 (8,569 ) 8,399 Other income (expense): Other income, net 2,567 Interest expense and finance charges, net (16,541 ) Loss before income taxes and equity in earnings of non-consolidated affiliates (5,575 ) Income tax expense 3,969 Loss before equity in earnings of non-consolidated affiliates (9,544 ) Equity in losses of non-consolidated affiliates (139 ) Net loss (9,683 ) Net income attributable to the noncontrolling interests (741 ) (142 ) — (883 ) Net loss attributable to MDC Partners Inc. $ (10,566 ) Stock-based compensation $ 3,913 $ 433 $ 604 $ 4,950 Supplemental Segment Information: Capital expenditures $ 8,513 $ 899 $ 1 $ 9,413 Goodwill and intangibles $ 719,164 $ 207,928 $ — $ 927,092 Total assets $ 1,195,498 $ 303,941 $ 127,214 $ 1,626,653 Three Months Ended March 31, 2016 (thousands of United States dollars) Reportable Segment All Other Corporate Total Revenue $ 254,106 $ 54,936 $ — $ 309,042 Cost of services sold 175,339 36,107 — 211,446 Office and general expenses 52,209 12,886 12,733 77,828 Depreciation and amortization 7,060 3,763 397 11,220 Operating profit (loss) 19,498 2,180 (13,130 ) 8,548 Other income (expense): Other income, net 15,512 Interest expense and finance charges, net (15,397 ) Loss on redemption of notes (33,298 ) Loss before income taxes and equity in earnings of non-consolidated affiliates (24,635 ) Income tax benefit (1,972 ) Loss before equity in earnings of non-consolidated affiliates (22,663 ) Equity in earnings of non-consolidated affiliates 229 Net loss (22,434 ) Net income attributable to the noncontrolling interests (726 ) (133 ) — (859 ) Net loss attributable to MDC Partners Inc. $ (23,293 ) Stock-based compensation $ 3,751 $ 130 $ 804 $ 4,685 Supplemental Segment Information: Capital expenditures $ 4,857 $ 654 $ 28 $ 5,539 Goodwill and intangibles $ 699,993 $ 244,667 $ — $ 944,660 Total assets $ 1,088,365 $ 324,623 $ 158,567 $ 1,571,555 A summary of the Company’s revenue by geographic area, based on the location in which the services originated, is set forth in the following table: United Canada Other Total Revenue Three Months Ended March 31, 2017 $ 274,682 $ 26,470 $ 43,548 $ 344,700 2016 $ 252,199 $ 28,406 $ 28,437 $ 309,042 |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | 12 . Commitments, Contingencies, and Guarantees Deferred Acquisition Consideration. In addition to the consideration paid by the Company in respect of certain of its acquisitions at closing, additional consideration may be payable, or may be potentially payable based on the achievement of certain threshold levels of earnings. See Notes 2 , 4 , and 9 . Options to purchase. Noncontrolling shareholders in certain subsidiaries have the right in certain circumstances to require the Company to acquire the remaining ownership interests held by them. The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts during the remainder of 2017 to 2023 . It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights. The amount payable by the Company in the event such rights are exercised is dependent on various valuation formulas and on future events, such as the average earnings of the relevant subsidiary through the date of exercise, the growth rate of the earnings of the relevant subsidiary during that period and, in some cases, the currency exchange rate at the date of payment. Management estimates, assuming that the subsidiaries owned by the Company at March 31, 2017 , perform over the relevant future periods at their trailing twelve-months earnings levels, that these rights, if all exercised, could require the Company, in future periods, to pay an aggregate amount of approximately $12,414 to the owners of such rights to acquire such ownership interests in the relevant subsidiaries. Of this amount, the Company is entitled, at its option, to fund approximately $145 by the issuance of share capital. In addition, the Company is obligated under similar contractual rights to pay an aggregate amount of approximately $44,112 only upon termination of such owner’s employment with the applicable subsidiary or death. The amount the Company would be required to pay to the noncontrolling interest holders should the Company acquire the remaining ownership interests is $3,857 less than the initial redemption value recorded in redeemable noncontrolling interests. Included in redeemable noncontrolling interests at March 31, 2017 was $60,383 of these options to purchase because they are not within the control of the Company. The ultimate amount payable relating to these transactions will vary because it is dependent on the future results of operations of the subject businesses and the timing of when these rights are exercised. Natural Disasters. Certain of the Company’s operations are located in regions of the United States which typically are subject to hurricanes. During the three months ended March 31, 2017 and 2016 , these operations did not incur any costs related to damages resulting from hurricanes. Guarantees . Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred, and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable. Legal Proceedings. The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company. In addition, the Company is involved in class action suits as described below. Class Action Litigation in Canada. On August 7, 2015, Roberto Paniccia issued a Statement of Claim in the Ontario Superior Court of Justice in the City of Brantford, Ontario seeking to certify a class action suit naming the following as defendants: MDC, former CEO Miles S. Nadal, former CAO Michael C. Sabatino, CFO David Doft and BDO U.S.A. LLP. The Plaintiff alleges violations of section 138.1 of the Ontario Securities Act (and equivalent legislation in other Canadian provinces and territories) as well as common law misrepresentation based on allegedly materially false and misleading statements in the Company’s public statements, as well as omitting to disclose material facts with respect to the SEC investigation. The Company intends to continue to vigorously defend this Canadian suit on the same basis as which the U.S. class action was previously dismissed. A first case management meeting has been held. The plaintiff has served his material for leave to proceed under the Securities Act. MDC has served a motion to address the scope of the proposed class definition. Antitrust Subpoena. One of the Company’s subsidiaries received a subpoena from the U.S. Department of Justice Antitrust Division concerning the Division’s ongoing investigation of production practices in the advertising industry. The Company and its subsidiary are fully cooperating with this confidential investigation. Commitments. At March 31, 2017 , the Company had issued $4,810 of undrawn outstanding letters of credit. In addition, the Company has commitments to fund investments in an aggregate amount of $588 . |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | 13 . New Accounting Pronouncements In March 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-7, Compensation - Retirement Benefits, which requires the presentation of the service cost component of the net periodic pension and postretirement benefits costs in the same line item in the statement of operations as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of the net periodic pension and postretirement benefits costs are required to be presented as non-operating expenses in the statement of operations. This guidance is effective for annual periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently assessing the impact on its results of operations. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment, which eliminates step two from the two-step goodwill impairment test. Under the new guidance, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value provided the loss recognized does not exceed the total amount of goodwill allocated to that reporting unit. This guidance is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019. The Company does not expect the application of this guidance to have a significant impact on its consolidated financial position or results of operations. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows. This new guidance is intended to reduce diversity in practice regarding the classification of certain transactions in the statement of cash flows. This guidance is effective January 1, 2018 and requires a retrospective transition method. Early adoption is permitted. The Company currently classifies all cash outflows for contingent consideration as a financing activity. Upon adoption the Company is required to classify only the original estimated liability as a financing activity and any changes as an operating activity. In February 2016, the FASB issued ASU 2016-02, which amends the ASC and creates Topic 842, Leases. Topic 842 will require lessees to recognize right-to-use assets and lease liabilities for those leases classified as operating leases under previous U.S. GAAP on the balance sheet. This guidance is effective for annual periods beginning after December 15, 2018 and early adoption is permitted. While not yet in a position to assess the full impact of the application of the new standard, the Company expects that the impact of recording the lease liabilities and the corresponding right-to-use assets will have a significant impact on its total assets and liabilities with a minimal impact on equity. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Liabilities , which will require equity investments, except equity method investments, to be measured at fair value and any changes in fair value will be recognized in results of operations. This guidance is effective for annual and interim periods beginning after December 15, 2017 and early application is not permitted. Additionally, this guidance provides for the recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. The Company does not expect the application of this guidance to have a significant impact on its consolidated financial position or results of operations. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will replace all existing revenue guidance under U.S GAAP. The core principle of ASU 2014-09 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received in exchange for those goods or services. On July 9, 2015, the FASB approved a one year deferral of the effective date of ASU 2014-09 to all annual and interim periods beginning after December 15, 2017. ASU 2014-09 provides for one of two methods of transition: (i) retrospective application to each prior period presented; or (ii) recognition of the cumulative effect of retrospective application of the new standard as of the beginning of the period of initial application. The Company plans to apply ASU 2014-09 on the effective date of January 1, 2018. Presently, the Company is not yet in a position to conclude on the transition method it will choose. Based on the Company’s initial assessment, the impact of the application of the new standard will likely result in a change in the timing of our revenue recognition for performance incentives received from clients. Performance incentives are currently recognized in revenue when specific quantitative goals are achieved, or when the Company’s performance against qualitative goals is determined by the client. Under the new standard, the Company will be required to estimate the amount of the incentive that will be earned at the inception of the contract and recognize such incentive over the term of the contract. While performance incentives are not material to the Company’s revenue, this will result in an acceleration of revenue recognition for certain contract incentives compared to the current method. The Company is also assessing whether the standard will result in a change in the number of performance obligations within the Company’s contractual arrangements. Additionally, in certain businesses, the Company records revenue as a principal and includes certain third-party-pass-through and out-of-pocket costs, which are billed to clients in connection with the services provided. In March 2016, the FASB issued further guidance on principal versus agent considerations. The Company is currently evaluating the impact of the principal versus agent guidance on its revenue and cost of services; however, such change is not expected to have a material effect on the Company’s results of operations. |
Share Capital
Share Capital | 3 Months Ended |
Mar. 31, 2017 | |
Share Capital [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 7 . Share Capital The Company’s issued and outstanding share capital is as follows: Series 4 Convertible Preference Shares A total of 95,000 , non-voting convertible preference shares, all of which were issued and outstanding as of March 31, 2017 . See Note 8 for details. There were no such shares issued and outstanding as of December 31, 2016 . Class A Common Shares (“Class A Shares”) An unlimited number of subordinate voting shares, carrying one vote each, entitled to dividends equal to or greater than Class B Shares, convertible at the option of the holder into one Class B Share for each Class A Share after the occurrence of certain events related to an offer to purchase all Class B shares. There were 53,377,937 and 52,798,303 Class A Shares issued and outstanding as of March 31, 2017 and December 31, 2016 , respectively. Class B Common Shares (“Class B Shares”) An unlimited number of voting shares, carrying 20 votes each, convertible at any time at the option of the holder into one Class A share for each Class B share. There were 3,755 Class B Shares issued and outstanding as of March 31, 2017 and December 31, 2016 . |
Convertible Preference Shares (
Convertible Preference Shares (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Convertible Preference Shares [Abstract] | |
Preferred Stock [Text Block] | 8 . Convertible Preference Shares On March 7, 2017 (the “Issue Date”), the Company issued 95,000 newly created Preference Shares to affiliates of The Goldman Sachs Group, Inc. (collectively, the “Purchaser”) pursuant to a $95,000 private placement. The Company received proceeds of approximately $90,220 , net of fees and estimated expenses, which were primarily used to pay down existing debt under the Company’s credit facility and for general corporate purposes. In connection with the closing of the transaction, effective March 7, 2017, the Company increased the size of its Board of Directors (the “Board”) to seven members and appointed one nominee designated by the Purchaser. Except as required by law, the Preference Shares do not have voting rights, and are not redeemable at the option of the Purchaser. The holders of the Preference Shares have the right to convert their Preference Shares, in whole at any time and from time to time, and in part at any time and from time to time after the ninetieth day following the original issuance date of the Preference Shares, into a number of Class A subordinate voting shares of the Company (the “Class A Shares”) equal to the then-applicable liquidation preference divided by the applicable conversion price at such time (the “Conversion Price”). The initial liquidation per share preference of each Preference Share is $1,000 . The initial Conversion Price will be $10.00 per Preference Share, subject to customary adjustments for share splits and combinations, dividends, recapitalizations and other matters, including weighted average anti-dilution protection for certain issuances of equity or equity-linked securities. The Preference Shares’ liquidation preference accretes at 8.0% per annum, compounded quarterly until the five-year anniversary of the Issue Date. During the three months ended March 31, 2017 , the Preference Shares accreted at a monthly rate of approximately $6.67 per Preference Share, for total accretion of $507 , bringing the aggregate liquidation preference to $95,507 as of March 31, 2017 . The accretion is considered in the calculation of net loss attributable to MDC Partners Inc. common shareholders. See Notes 2 and 3 . Holders of the Preference Shares are entitled to dividends in an amount equal to any dividends that would otherwise have been payable on the Class A Shares issued upon conversion of the Preference Shares. The Preference Shares are convertible at the Company’s option (i) on and after the two-year anniversary of the Issue Date, if the closing trading price of the Class A Shares over a specified period prior to conversion is at least 125% of the Conversion Price or (ii) after the fifth anniversary of the Issue Date, if the closing trading price of the Class A Shares over a specified period prior to conversion is at least equal to the Conversion Price. Following certain change in control transactions of the Company in which holders of Preference Shares are not entitled to receive cash or qualifying listed securities with a value at least equal to the liquidation preference plus accrued and unpaid dividends, (i) holders will be entitled to cash dividends on the liquidation preference at an increasing rate (beginning at 7% ), and (ii) the Company will have a right to redeem the Preference Shares for cash at the greater of their liquidation preference plus accrued and unpaid dividends or their as-converted value. |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Subsidiary and Equity Investment Stock Transaction, Policy [Policy Text Block] | Subsidiary and Equity Investment Stock Transactions. Transactions involving the purchase, sale or issuance of stock of a subsidiary where control is maintained are recorded as a reduction in the redeemable noncontrolling interests or noncontrolling interests, as applicable. Any difference between the purchase price and noncontrolling interest are recorded to additional paid-in capital. In circumstances where the purchase of shares of an equity investment results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in results of operations. |
Earnings Per Share, Policy [Policy Text Block] | Loss per Common Share . Basic income (loss) per common share is based upon the weighted average number of common shares outstanding during each period. Share capital to be issued, as reflected in shareholders’ deficit on the balance sheet, are also included if there is no circumstance under which those shares would not be issued. Diluted income (loss) per common share is based on the above, in addition, if dilutive, it also includes common share equivalents, which include outstanding options, stock appreciation rights, and unvested restricted stock units. In periods of net loss, all potentially issuable common shares are excluded from diluted net loss per common share because they are anti-dilutive. During the first quarter of 2017, the Company issued and sold 95,000 newly authorized Series 4 Convertible Preference Shares (the “Preference Shares”) in a private placement. The two-class method is applied to calculate basic net income (loss) attributable to MDC Partners, Inc. per common share in periods in which shares of convertible preference shares were outstanding, as shares of convertible preference shares are participating securities due to their dividend rights. See Notes 7 and 8 . The two-class method is an earnings allocation method under which earnings per share is calculated for common stock considering a participating security’s rights to undistributed earnings as if all such earnings had been distributed during the period. Either the two-class method or the if-converted method is applied to calculate diluted net income per common share, depending on which method results in more dilution. The Company’s participating securities are not included in the computation of net loss per common share in periods of net loss because the convertible preference shareholders have no contractual obligation to participate in losses. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation . The Company’s financial statements were prepared in accordance with the requirements of the Foreign Currency Translation topic of the FASB ASC. The functional currency of the Company is the Canadian dollar and it has decided to use U.S. dollars as its reporting currency for consolidated reporting purposes. Generally, the Company’s subsidiaries use their local currency as their functional currency. Accordingly, the currency impacts of the translation of the balance sheets of the Company’s non-U.S. dollar based subsidiaries to U.S. dollar statements are included as cumulative translation adjustments in accumulated other comprehensive income. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Cumulative translation adjustments are not included in net earnings unless they are actually realized through a sale or upon complete or substantially complete liquidation of the Company’s net investment in the foreign operation. Translation of current intercompany balances are included in net earnings. The balance sheets of non-U.S. dollar based subsidiaries are translated at the period end rate. The income statements of non-U.S. dollar based subsidiaries are translated at average exchange rates for the period. Gains and losses arising from the Company’s foreign currency transactions are reflected in net earnings. Unrealized gains or losses arising on the translation of certain intercompany foreign currency transactions that are of a long-term nature (that is settlement is not planned or anticipated in the future) are included as cumulative translation adjustments in accumulated other comprehensive income. |
Guarantees, Indemnifications and Warranties Policies [Policy Text Block] | Guarantees . Guarantees issued or modified by the Company to third parties after January 1, 2003 are generally recognized at the inception or modification of the guarantee as a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The initial measurement of that liability is the fair value of the guarantee. The recognition of a liability is required even if it is not probable that payments will be required under a guarantee. The Company’s liability associated with guarantees is not significant. See Note 12 . |
Premiums Receivable, Allowance for Doubtful Accounts, Estimation Methodology, Policy [Policy Text Block] | Allowance for Doubtful Accounts . Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent estimated uncollectible receivables associated with potential customer defaults usually due to customers’ potential insolvency. The allowances include amounts for certain customers where a risk of default has been specifically identified. The assessment of the likelihood of customer defaults is based on various factors, including the length of time the receivables are past due, historical experience and existing economic conditions. |
Expenditures Billable To Clients, Policy [Policy Text Block] | Expenditures Billable to Clients . Expenditures billable to clients consist principally of outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of the production process. |
Property, Plant and Equipment, Policy [Policy Text Block] | Fixed Assets . Fixed assets are stated at cost, net of accumulated depreciation. Computers, furniture and fixtures are depreciated on a straight-line basis over periods of three to seven years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred. |
Equity Method Investments, Policy [Policy Text Block] | Equity Method Investments. The equity method is used to account for investments in entities in which the Company has an ownership interest of less than 50% and has significant influence, or joint control by contractual arrangement, (i) over the operating and financial policies of the affiliate or (ii) has an ownership interest greater than 50% ; however, the substantive participating rights of the noncontrolling interest shareholders preclude the Company from exercising unilateral control over the operating and financial policies of the affiliate. The Company’s investments that were accounted for using the equity method include a 30% undivided interest in a real estate joint venture and various interests in investment funds. The Company’s management periodically evaluates these investments to determine if there has been a decline in value that is other than temporary. These investments are included in investments in non-consolidated affiliates on the balance sheet. |
Principles of Consolidation | Principles of Consolidation . The accompanying condensed consolidated financial statements include the accounts of MDC Partners Inc. and its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. |
Reclassification, Policy [Policy Text Block] | Reclassifications . Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. During the three months ended March 31, 2017 , the Company changed the presentation of book overdrafts on its statement of cash flows to classify the associated cash flows as operating activities. Book overdrafts were previously presented within financing activities. This resulted in cash inflows of $6,271 being reclassified from financing activities to operating activities for the three months ended March 31, 2016 . There was no impact on the Company’s consolidated statements operations, comprehensive income (loss), or balance sheets. |
Use of Estimates, Policy | Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, contingent deferred acquisition consideration, valuation allowances for receivables, deferred tax assets and the amounts of revenue and expenses reported during the period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from these estimates. |
Fair Value | Fair Value. The Company applies the fair value measurement guidance of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) Topic 820, Fair Value Measurements, for financial assets and liabilities that are required to be measured at fair value and for non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis, including goodwill and other identifiable intangible assets. The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The inputs create the following fair value hierarchy: • Level 1 - Quoted prices for identical instruments in active markets. • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. • Level 3 - Instruments where significant value drivers are unobservable to third parties. When available, the Company uses quoted market prices to determine the fair value of its financial instruments and classifies such items in Level 1. In some cases, quoted market prices are used for similar instruments in active markets and the Company classifies such items in Level 2. |
Concentration of Credit Risk | Concentration of Credit Risk. The Company provides marketing communications services to clients who operate in most industry sectors. Credit is granted to qualified clients in the ordinary course of business. Due to the diversified nature of the Company’s client base, the Company does not believe that it is exposed to a concentration of credit risk. No client accounted for more than 10% of the Company’s consolidated accounts receivable at March 31, 2017 and December 31, 2016 . No client accounted for 10% of the Company’s revenue for the three months ended March 31, 2017 or for the three months ended March 31, 2016 . |
Cash and Cash Equivalents | Cash and Cash Equivalents. The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits, commercial paper and money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts. |
Cash in Trust, Policy [Policy Text Block] | Cash in Trust. A subsidiary of the Company holds restricted cash in trust accounts related to funds received on behalf of clients. Such amounts are held in escrow under depositary service agreements and distributed at the direction of the clients. The funds are presented as a corresponding liability on the balance sheet |
Cost Method Investments, Policy | Cost Method Investments. From time to time, the Company makes non-material cost based investments in start-up advertising technology companies and innovative consumer product companies where the Company does not exercise significant influence over the operating and financial policies of the investee. The total net cost basis of these investments, which is included in other assets on the balance sheet, at March 31, 2017 and December 31, 2016 was $10,306 and $10,132 , respectively. These investments are periodically evaluated to determine whether a significant event or change in circumstances has occurred that may impact the fair value of each investment other than temporary declines below book value. A variety of factors are considered when determining if a decline is other than temporary, including, among others, the financial condition and prospects of the investee, as well as the Company’s investment intent. In addition, the Company’s partner agencies may receive minority equity interests from start-up companies in lieu of fees. |
Business Combinations | Business Combinations. Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company’s acquisition model typically provides for an initial payment at closing and for future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For further information see Notes 4 and 9 . For the three months ended March 31, 2017 and 2016 , $11,431 and $6,327 of expense related to changes in such estimated values was recorded in results of operations. The Company expenses acquisition related costs as incurred. For the three months ended March 31, 2017 and 2016 , $234 and $553 of acquisition related costs were charged to operations. For each acquisition, the Company undertakes a detailed review to identify intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine the estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. Like most service businesses, a substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to expand the existing, client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interests . Many of the Company’s acquisitions include contractual arrangements where the noncontrolling shareholders have an option to purchase, or may require the Company to purchase, such noncontrolling shareholders’ incremental ownership interests under certain circumstances and the Company has similar call options under the same contractual terms. The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas as described in Note 12 . In the event that an incremental purchase may be required of the Company, the amounts are recorded as redeemable noncontrolling interests in mezzanine equity on the balance sheet at their acquisition date fair value and adjusted for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. For the three months ended March 31, 2017 and 2016 , there was no related impact on the Company’s earnings (loss) per share calculation. Changes in the estimated redemption amounts of the redeemable noncontrolling interests are adjusted at each reporting period with a corresponding adjustment to equity. These adjustments will not impact the calculation of earnings (loss) per share. |
Variable Interest Entity | Variable Interest Entity . Effective March 28, 2012, the Company invested in Doner Partners LLC (“Doner”). The Company acquired a 30% voting interest and convertible preferred interests that allow the Company to increase ordinary voting ownership to 70% at the Company’s option. The Company has determined that (i) this entity is a variable interest entity, and (ii) the Company is the primary beneficiary because it receives a disproportionate share of profits and losses as compared to its ownership percentage. As such, Doner is consolidated for all periods subsequent to the date of investment. Doner is a full service integrated creative agency that is included as part of the Company’s portfolio in the Reportable Segment. The Company’s Credit Agreement (see Note 6 ) is guaranteed and secured by all of Doner’s assets. Total assets and total liabilities of Doner included in the Company’s consolidated balance sheet at March 31, 2017 were $101,200 and $57,450 , respectively, and at December 31, 2016 were $102,456 and $57,622 , respectively. |
Revenue Recognition | Revenue Recognition. The Company’s revenue recognition policies are established in accordance with the Revenue Recognition topics of the FASB ASC, and accordingly, revenue is recognized when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the selling price is fixed or determinable; (iii) services have been performed or upon delivery of the products when ownership and risk of loss has transferred to the client; and (iv) collection of the resulting receivable is reasonably assured. The Company follows the Multiple-Element Arrangement topic of the FASB ASC, which addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities and how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. The Company follows the Principal Agent Consideration topic of the FASB ASC which addresses (i) whether revenue should be recorded at the gross amount billed because it has earned revenue from the sale of goods or services, or recorded at the net amount retained because it has earned a fee or commission, and (ii) that reimbursements received for out-of-pocket expenses incurred should be characterized in the income statement as revenue. Accordingly, the Company has included such reimbursed expenses in revenue. The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses. Non-refundable retainer fees are generally recognized on a straight-line basis over the term of the specific customer arrangement. Commission revenue is earned and recognized upon the placement of advertisements in various media when the Company has no further performance obligations. Fixed fees for services are recognized upon completion of the earnings process and acceptance by the client. Per diem fees are recognized upon the performance of the Company’s services. In addition, for a limited number of certain service transactions, which require delivery of a number of service acts, the Company uses the proportional performance model, which generally results in revenue being recognized based on the straight-line method. Fees billed to clients in excess of fees recognized as revenue are classified as advanced billings on the Company’s balance sheet. A small portion of the Company’s contractual arrangements with customers includes performance incentive provisions, which allow the Company to earn additional revenue as a result of its performance relative to both quantitative and qualitative goals. The Company recognizes the incentive portion of revenue under these arrangements when specific quantitative goals are assured, or when the Company’s clients determine performance against qualitative goals has been achieved. In all circumstances, revenue is only recognized when collection is reasonably assured. The Company records revenue net of sales and other taxes due to be collected and remitted to governmental authorities. |
Cost of Services Sold [Policy Text Block] | Cost of Services Sold . Cost of services sold do not include depreciation charges for fixed assets. |
Interest Expense | Interest Expense . Interest expense primarily consists of the cost of borrowing on the Company’s previously outstanding 6.75% Senior Notes due 2020 (the “6.75% Notes”); the Company’s currently outstanding 6.50% senior unsecured notes due 2024 (the “6.50% Notes”); and the Company’s $325 million senior secured revolving credit agreement due 2021 (the “Credit Agreement”). The Company uses the effective interest method to amortize the deferred financing costs on the 6.75% Notes and the 6.50% Notes as well as the original issue premium on the previously outstanding 6.75% Notes. The Company also uses the straight-line method to amortize the deferred financing costs on the Credit Agreement. For the three months ended March 31, 2017 and 2016 , interest expense included $29 and $112 , respectively, relating to present value adjustments for fixed deferred acquisition consideration payments. The Company redeemed the 6.75% Notes with the net proceeds from the issuance of the 6.50% Notes. For further information see Note 6 . |
Income Tax | Income Taxes. The Company’s U.S. operating units are generally structured as limited liability companies, which are treated as partnerships for tax purposes. The Company is only taxed on its share of the profits, while noncontrolling holders are responsible for taxes on their share of the profits. The Company currently has a fully reserved valuation allowance on its deferred tax assets related to U.S. net operating losses. During the three months ended March 31, 2017 and 2016 , the Company’s effective tax rate was impacted by losses in certain tax jurisdictions where a valuation allowance was deemed necessary. |
Share-based Compensation | Stock-Based Compensation. Under the fair value method, compensation cost is measured at fair value at the date of grant and is expensed over the service period, in this case the award’s vesting period. The Company recognizes forfeitures as they occur. When awards are exercised, share capital is credited by the sum of the consideration paid, together with the related portion previously credited to additional paid-in capital when compensation costs were charged against income or acquisition consideration. The Company uses its historical volatility derived over the expected term of the award to determine the volatility factor used in determining the fair value of the award. Stock-based awards that are settled in cash, or may be settled in cash at the option of employees, are recorded as liabilities. The measurement of the liability and compensation cost for these awards is based on the fair value of the award, and is recorded in operating income over the service period, in this case the award’s vesting period. Changes in the Company’s payment obligation prior to the settlement date of a stock-based award are recorded as compensation cost in operating income in the period of the change. The final payment amount for such awards is established on the date of the exercise of the award by the employee. Stock-based awards that are settled in cash or equity at the option of the Company are recorded at fair value on the date of grant and recorded as additional paid-in capital. The fair value measurement of the compensation cost for these awards is based on using the Black-Scholes option pricing-model and is recorded in operating income over the service period, in this case the award’s vesting period. It is the Company’s policy for issuing shares upon the exercise and/or vesting of an equity incentive award to verify the amount of shares to be issued, as well as the amount of proceeds to be collected (if any) and to deliver new shares to the exercising party. The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. The Company commences recording compensation expense related to awards that are based on performance conditions under the straight-line attribution method when it is probable that such performance conditions will be met. The Company treats benefits paid by shareholders or equity members to employees as a stock-based compensation charge with a corresponding credit to additional paid-in-capital. From time to time, certain acquisitions and step-up transactions include an element of compensation related payments. The Company accounts for those payments as stock-based compensation. In January 2017, the Company issued 327,500 Stock Appreciation Rights (“SARS”) to its employees. The SARS have an exercise price of $6.60 and will vest on the three year anniversary of the grant date. The Company will be recording a stock-based compensation charge of $770 from the date of the grant through 2020 for these SARS awards. During the three months ended March 31, 2017 , the Company issued 90,000 shares of restricted stock and restricted stock units (collectively, “RSUs”) to its employees and directors. The RSUs have an aggregate grant date fair value of $609 and generally vest on the third anniversary of the date of grant. In addition, during the first quarter of 2017, the Company issued RSUs of which 932,600 awarded shares were outstanding as of March 31, 2017 . However, the vesting of these awards is contingent upon the Company meeting a cumulative three year financial performance target and continued employment through the March 1, 2020 vesting date. These RSU awards do not yet have an established grant date fair value because the financial performance target is not yet established. Once the Company defines the financial performance target, and assuming the achievement of such performance targets is expected, the grant date is established and the Company will record the compensation expense over the vesting period. Additionally, the Company still has outstanding RSUs of 513,321 which are also based on a cumulative financial performance target and will vest on March 1, 2019. |
Significant Accounting Polici22
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Redeemable Noncontrolling Interest | The following table presents changes in redeemable noncontrolling interests: Three Months Ended March 31, 2017 Year Ended December 31, 2016 Beginning Balance $ 60,180 $ 69,471 Redemptions (63 ) (1,708 ) Additions (1) — 2,274 Changes in redemption value 195 (9,604 ) Currency translation adjustments 71 (253 ) Ending Balance $ 60,383 $ 60,180 (1) Additions consist of transfers from noncontrolling interests related to step-up transactions and new acquisitions. |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | The following table sets forth the computation of basic and diluted loss per common share: Three Months Ended 2017 2016 Numerator Net loss attributable to MDC Partners Inc. $ (10,566 ) $ (23,293 ) Accretion on convertible preference shares (507 ) — Numerator for basic loss per common share - Net loss attributable to MDC Partners Inc. common shareholders (11,073 ) (23,293 ) Effect of dilutive securities: — — Numerator for diluted loss per common share- Net loss attributable to MDC Partners Inc. common shareholders $ (11,073 ) $ (23,293 ) Denominator Denominator for basic loss per common share - weighted average common shares 52,998,244 50,002,552 Effect of dilutive securities: — — Denominator for diluted loss per common share - adjusted weighted shares and assumed conversions 52,998,244 50,002,552 Basic loss per common share $ (0.21 ) $ (0.47 ) Diluted loss per common share $ (0.21 ) $ (0.47 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Net Income (Loss) Attributable to Parent and Transfers to and from Noncontrolling Interest | hanges in the Company’s ownership interests in its less than 100% owned subsidiaries. |
Accruals and Other Liabilities
Accruals and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accrued and Other Liabilities [Abstract] | |
Accrued and Other Liabilities Disclosure | 5 . Accounts Payable, Accruals and Other Liabilities At March 31, 2017 and December 31, 2016 , accruals and other liabilities included accrued media of $181,208 and $201,872 , respectively; and included amounts due to noncontrolling interest holders for their share of profits, which will be distributed within the next twelve months of $2,593 and $4,154 , respectively. Changes in amounts due to noncontrolling interest holders included in accrued and other liabilities for the year ended December 31, 2016 and three months ended March 31, 2017 were as follows: Noncontrolling Balance, December 31, 2015 $ 5,473 Income attributable to noncontrolling interests 5,218 Distributions made (7,772 ) Other (1) 1,235 Balance, December 31, 2016 $ 4,154 Income attributable to noncontrolling interests 883 Distributions made (2,471 ) Other (1) 27 Balance, March 31, 2017 $ 2,593 (1) Other consists primarily of business acquisitions, sale of a business, step-up transactions, and cumulative translation adjustments. At March 31, 2017 and December 31, 2016 , accounts payable included $44,038 and $80,193 of outstanding checks, respectively. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s indebtedness was comprised as follows: March 31, December 31, 2016 Revolving credit agreement $ 4,886 $ 54,425 6.50% Notes due 2024 900,000 900,000 Debt issuance costs (18,039 ) (18,420 ) 886,847 936,005 Obligations under capital leases 683 431 887,530 936,436 Less: Current portion of long-term debt 260 228 $ 887,270 $ 936,208 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value, Inputs, Level 1 | |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The following tables present certain information for the financial liabilities that are disclosed at fair value on a recurring basis at March 31, 2017 and December 31, 2016 : Level 1 Level 1 March 31, 2017 December 31, 2016 Carrying Fair Value Carrying Fair Value Liabilities: 6.50% Notes due 2024 $ 900,000 $ 860,625 $ 900,000 $ 812,250 |
Fair Value, Inputs, Level 3 | |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The following table presents changes in deferred acquisition consideration: Fair Value Measurements Using Significant Unobservable Inputs March 31, December 31, 2017 2016 Beginning balance of contingent payments $ 224,754 $ 306,734 Payments (1) (6,745 ) (105,169 ) Additions (2) — 16,132 Redemption value adjustments (3) 12,671 13,930 Other (4) — (6,412 ) Foreign translation adjustment 390 (461 ) Ending balance of contingent payments $ 231,070 $ 224,754 (1) For the three months ended March 31, 2017 and the year ended December 31, 2016 , payments include $5,028 and $10,458 , respectively, of deferred acquisition consideration settled through the issuance of 568,182 and 691,559 , respectively, MDC Class A subordinate voting shares in lieu of cash. (2) Additions are the initial estimated deferred acquisition payments of new acquisitions and step-up transactions completed within that fiscal period. (3) Redemption value adjustments are fair value changes from the Company’s initial estimates of deferred acquisition payments, including the accretion of present value and stock-based compensation charges relating to acquisition payments that are tied to continued employment. (4) For the year ended December 31, 2016 , other is comprised of (i) $2,360 transfered to shares to be issued related to 100,000 MDC Class A subordinate voting shares to be issued contingent on specific thresholds of future earnings that management expects to be attained; and (ii) $4,052 of contingent payments eliminated through the acquisition of incremental ownership interests, see Note 4 . |
Other Income (Expense) (Tables)
Other Income (Expense) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) | 10 . Other Income Three Months Ended March 31, 2017 2016 Other income $ 128 $ 58 Foreign currency transaction gain 2,439 15,454 $ 2,567 $ 15,512 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | A summary of the Company’s revenue by geographic area, based on the location in which the services originated, is set forth in the following table: United Canada Other Total Revenue Three Months Ended March 31, 2017 $ 274,682 $ 26,470 $ 43,548 $ 344,700 2016 $ 252,199 $ 28,406 $ 28,437 $ 309,042 |
Significant Accounting Polici30
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Significant Accounting Policies [Line Items] | |||
Option to purchase noncontrolling interest impairment charge | $ 0 | $ 0 | |
Beginning Balance | 60,180,000 | ||
Granted | 63,000 | ||
Ending Balance | 60,383,000 | $ 60,180,000 | |
Redeemable Noncontrolling Interest [Member] | |||
Significant Accounting Policies [Line Items] | |||
Beginning Balance | 60,180,000 | $ 69,471,000 | 69,471,000 |
Redemptions | (63,000) | (1,708,000) | |
Granted | 0 | 2,274,000 | |
Changes in redemption value | 195,000 | (9,604,000) | |
Currency Translation Adjustments | 71,000 | (253,000) | |
Ending Balance | $ 60,383,000 | $ 60,180,000 |
Significant Accounting Polici31
Significant Accounting Policies (Details Textual) | May 01, 2024 | May 03, 2016 | Mar. 23, 2016 | Oct. 23, 2014USD ($) | Mar. 28, 2012 | Mar. 31, 2017USD ($)Clientsshares | Mar. 31, 2016USD ($)Clients | Dec. 31, 2016USD ($)Clients | Jan. 31, 2017$ / sharesshares | Dec. 31, 2015USD ($) | Mar. 20, 2013 |
Significant Accounting Policies [Line Items] | |||||||||||
Increase (Decrease) in Book Overdrafts | $ 6,271,000 | ||||||||||
Stock Issued During Period, Shares, Convertible Preferred Shares | shares | 90,220,000 | ||||||||||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 60,383,000 | $ 60,180,000 | |||||||||
Noncontrolling Interest, Increase from Business Combination | 63,000 | ||||||||||
Debt Issuance Costs, Net | $ (18,039,000) | $ (18,420,000) | |||||||||
Clients exceeding consolidated accounts receivable percentage | Clients | 0 | 0 | |||||||||
Interest Rate Percentage On Senior Notes | 6.75% | ||||||||||
Put option noncontrolling interest impairment charge | $ 0 | $ 0 | |||||||||
Cost Method Investments | $ 10,306,000 | $ 10,132,000 | |||||||||
Consolidated Accounts Receivable Percentage | 10.00% | 10.00% | |||||||||
Clients exceeding consolidated largest client revenue | Clients | 0 | 0 | |||||||||
Consolidated Largest Client Revenue | 10.00% | 10.00% | |||||||||
Business Combination, Acquisition Related Costs | $ 234,000 | $ 553,000 | |||||||||
Assets | 1,626,653,000 | 1,571,555,000 | 1,577,378,000 | ||||||||
Liabilities | 1,983,456,000 | 2,019,758,000 | |||||||||
Restricted stock grant date fair value | 4,153,000 | ||||||||||
Adjustment to deferred acquisition consideration included in interest expense | $ 29,000 | 112,000 | |||||||||
Series 4 Convertible Preferred Stock [Domain] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Stock Issued During Period, Shares, Convertible Preferred Shares | shares | 95,000 | ||||||||||
Doner [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 30.00% | ||||||||||
Assets | $ 101,200,000 | 102,456,000 | |||||||||
Liabilities | $ 57,450,000 | 57,622,000 | |||||||||
Aggregate 2012 Acquisitions [Member] | Doner [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Ownership Interest Percentage Increase On Exercise Of Option | 70.00% | ||||||||||
Minimum [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||||
Maximum [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Property, Plant and Equipment, Useful Life | 7 years | ||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||||||
Real Estate Joint Venture [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 30.00% | ||||||||||
Wells Fargo Capital Finance, LLC | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Debt Instrument, Maturity Date | May 3, 2021 | Sep. 30, 2019 | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 325,000,000 | ||||||||||
Contingent payment [Domain] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 11,431,000 | $ 6,327,000 | |||||||||
Notes due 2020 [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | ||||||||||
Six Point Seven Five Percentage Notes [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | ||||||||||
Six Point Seven Five Percentage Notes [Member] | Wells Fargo Capital Finance, LLC | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Debt Instrument, Maturity Date | Apr. 1, 2020 | ||||||||||
Notes due 2024 [Domain] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | ||||||||||
Six Point Five Zero Percentage Notes [Domain] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | 6.50% | |||||||||
Restricted Stock Units (RSUs) [Member] | Common Class A | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 90,000 | ||||||||||
Restricted stock grant date fair value | $ 609,000 | ||||||||||
Scenario, Forecast [Member] | Six Point Five Zero Percentage Notes [Domain] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Debt Instrument, Maturity Date | May 1, 2024 | ||||||||||
Scenario, Forecast [Member] | Six Point Five Zero Percentage Notes [Domain] | Wells Fargo Capital Finance, LLC | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Debt Instrument, Maturity Date | May 1, 2024 | ||||||||||
Noncontrolling Interest Equity [Domain] | Aggregate 2016 Step Up Transactions [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 19,354 | ||||||||||
Redeemable Noncontrolling Interest [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Redeemable Noncontrolling Interest, Equity, Fair Value | 60,383,000 | 60,180,000 | $ 69,471,000 | ||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 63,000 | 1,708,000 | |||||||||
Noncontrolling Interest, Increase from Business Combination | 0 | 2,274,000 | |||||||||
Changes in redemption value | 195,000 | (9,604,000) | |||||||||
Redeemable Noncontrolling Interest Currency Adjustments | 71,000 | $ (253,000) | |||||||||
Stock Incentive Plan 2011 [Member] | Stock Appreciation Rights (SARs) [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 327,500 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares | $ 6.60 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 770,000 | ||||||||||
Stock Incentive Plan 2011 [Member] | Contingent Restricted Stock Units (RSUs) [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares | 932,600 | ||||||||||
Stock Incentive Plan 2016 [Member] | Contingent Restricted Stock Units (RSUs) [Member] | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | shares | 513,321 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator | ||
Income from continuing operations | $ (10,566) | $ (23,293) |
Income (Loss) from Continuing Operations Attributable to Parent | (11,073) | (23,293) |
Effect of dilutive securities: | 0 | 0 |
Income (Loss) from Continuing Operations Attributable to Parent, Diluted | $ (11,073) | $ (23,293) |
Denominator | ||
Denominator for basic loss per common share - weighted average common shares | 52,998,244 | 50,002,552 |
Effect of dilutive securities: | 0 | 0 |
Denominator for diluted loss per common share - adjusted weighted shares and assumed conversions | 52,998,244 | 50,002,552 |
Income (loss) from continuing operations attributable to MDC Partners Inc. common shareholders (usd per share) | $ (0.21) | $ (0.47) |
Income (loss) from continuing operations attributable to MDC Partners Inc. common shareholders (usd per share) | $ (0.21) | $ (0.47) |
Series 4 Convertible Preferred Stock [Domain] | Convertible Preferred Stock [Member] | ||
Numerator | ||
Accretion on convertible preferred shares | $ (507) | $ 0 |
Loss Per Common Share (Details
Loss Per Common Share (Details Textual) - USD ($) $ in Thousands | Mar. 07, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Apr. 25, 2017 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,263,635 | ||||
Stock Issued During Period, Shares, Convertible Preferred Shares | 90,220,000 | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 1,498,535 | ||||
Restricted Stock Units (RSUs) | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 898,635 | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 1,423,535 | ||||
Contingent Restricted Stock Units (RSUs) [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,445,921 | ||||
Series 4 Convertible Preferred Stock [Domain] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Stock Issued During Period, Shares, Convertible Preferred Shares | 95,000 | ||||
Series 4 Convertible Preferred Stock [Domain] | Convertible Preferred Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Accretion on convertible preferred shares | $ (507) | $ 0 | |||
Stock Issued During Period, Shares, Convertible Preferred Shares | 95,000 | 95,000 | 0 | ||
Shares, Outstanding | 95,000 | 0 | 95,000 | ||
Convertible Preferred Stock, Shares Issued upon Conversion | 9,550,667 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net loss attributable to MDC Partners Inc. | $ (10,566) | $ (23,293) |
Parent [Member] | ||
Net loss attributable to MDC Partners Inc. | $ (10,566) |
Acquisitions (Details Textual)
Acquisitions (Details Textual) | Jul. 01, 2016USD ($)shares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Apr. 01, 2016 |
Business Acquisition [Line Items] | ||||||
Adjustments to deferred acquisition consideration included in share-based compensation | $ 3,268 | $ 2,906 | ||||
Number of Businesses Acquired | 0 | |||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (10,566,000) | (23,293,000) | ||||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 60,383,000 | $ 60,180,000 | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | |||||
Business Combination, Contingent Consideration, Liability | $ 235,370,000 | 229,564,000 | ||||
Forsman & Bodenfors AB [Domain] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 36,698 | |||||
Goodwill, Acquired During Period | $ 24,778 | |||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years 9 months | |||||
Business Combination, Acquisition of Less than 100 Percent, Redeemable Noncontrolling Interest, Fair Value | $ 2,275 | |||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 5,514 | |||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 0 | |||||
Deferred Taxes, Business Combination, Valuation Allowance, Available to Reduce Intangible Assets | $ 8,074 | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||
Business Combination, Consideration Transferred | $ 49,837 | |||||
Business Combination, Contingent Consideration, Liability | 15,618 | $ 18,857 | ||||
Luntz Global Partners L L C | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 40.00% | |||||
Aggregate 2016 Step Up Transactions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Cost of Acquired Entity, Cash Paid | 1,581 | |||||
Business Combination, Acquisition of Less than 100 Percent, Redeemable Noncontrolling Interest, Fair Value | 1,005 | |||||
Business Combinations, Assets Relinquished by Acquirer | 428 | |||||
Business Combinations, Liabilities Relinquished Previously due to Acquiree | 94 | |||||
Minimum [Member] | Forsman & Bodenfors AB [Domain] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | 35,000 | |||||
Maximum [Member] | Forsman & Bodenfors AB [Domain] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | $ 55,000 | |||||
Noncontrolling Interest [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Pro Forma Net Income (Loss) | 0 | |||||
Additional Paid-in Capital [Member] | Aggregate 2016 Step Up Transactions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 22,775 | |||||
Contingent payment [Domain] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 11,431,000 | $ 6,327,000 | ||||
Contingent payment [Domain] | Aggregate 2016 Step Up Transactions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Deferred Stock-based Compensation, Discounted | 2,393 | |||||
Business Combination, Consideration Transferred | 4,052,000 | |||||
Fixed payments [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | $ 4,300,000 | 4,810,000 | ||||
Fixed payments [Member] | Aggregate 2016 Step Up Transactions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | 467 | |||||
Noncontrolling Interest Equity [Domain] | Aggregate 2016 Step Up Transactions [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ 19,354 | |||||
Common Class A [Member] | Common Stock [Member] | Forsman & Bodenfors AB [Domain] | ||||||
Business Acquisition [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | shares | 1,900,000 | |||||
Stock Issued During Period, Value, Acquisitions | $ 34,219,000 |
Accruals and Other Liabilitie36
Accruals and Other Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Accrued and Other Liabilities [Abstract] | |||
Net Income (Loss) Attributable to Noncontrolling Interest | $ 883 | $ 859 | $ 5,218 |
Payments to Noncontrolling Interests | 2,471 | 2,399 | 7,772 |
Beginning balance | 4,154 | $ 5,473 | 5,473 |
Other | 27 | 1,235 | |
Ending balance | $ 2,593 | $ 4,154 |
Accruals and Other Liabilitie37
Accruals and Other Liabilities (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accrued and Other Liabilities [Abstract] | |||
Accrued Media Cost, Current | $ 181,208 | $ 201,872 | |
Accrued and Other Liabilities Attributable To Noncontrolling Interest | 2,593 | $ 4,154 | $ 5,473 |
Outstanding Checks | $ 44,038 |
Debt (Details)
Debt (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt [Line Items] | ||
Debt Issuance Costs, Net | $ (18,039,000) | $ (18,420,000) |
Revolving credit agreement | 4,886,000 | 54,425,000 |
Debt, Long-term and Short-term, Combined Amount, Total | 886,847,000 | 936,005,000 |
Obligations under capital leases | 683,000 | 431,000 |
Debt and Capital Lease Obligations | 887,530,000 | 936,436,000 |
Less current portion: | 260,000 | 228,000 |
Long-term Debt, Excluding Current Maturities, Total | 887,270,000 | 936,208,000 |
Notes due 2024 [Domain] | ||
Debt [Line Items] | ||
Senior Notes | $ 900,000,000 | $ 900,000,000 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | May 01, 2024 | May 03, 2016 | Mar. 23, 2016 | Oct. 23, 2014 | Mar. 20, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | May 01, 2019 |
Debt [Line Items] | |||||||||
Debt Issuance Costs, Net | $ 18,039,000 | $ 18,420,000 | |||||||
Long-term Line of Credit, Noncurrent | 4,886,000 | 54,425,000 | |||||||
Loss on redemption of notes | 0 | $ (33,298,000) | |||||||
Interest Paid | 999,000 | $ 25,703,000 | |||||||
Letters of Credit Outstanding, Amount | 4,810,000 | ||||||||
Outstanding Checks | $ 44,038,000 | ||||||||
Six Point Five Zero Percentage Notes [Domain] | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 900,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | 6.50% | |||||||
Proceeds from Offering | $ 880,000 | ||||||||
Debt Instrument, Redemption Date, One | May 1, 2019 | ||||||||
Debt Instrument, Redemption Date, Two | May 1, 2020 | ||||||||
Debt Instrument, Percentage Of Redemption Price, Redemption Date Three | 101.625% | ||||||||
Debt Instrument, Redemption Date, Three | May 1, 2021 | ||||||||
Debt Instrument, Redemption Date, Latest For Redemption At Face Amount | May 1, 2022 | ||||||||
Debt Instrument, Percentage Of Redemption Price, Redemption Date One | 104.875% | ||||||||
Debt Instrument, Percentage Of Redemption Price, Redemption Date Two | 103.25% | ||||||||
Debt Instrument, Percentage Of Redemption Price, Redemption Date, Latest For Redemption At Face Amount | 100.00% | ||||||||
Debt Instrument, Percentage Redeemable Redemption Date, Additional | 106.50% | ||||||||
Debt Instrument, Percentage Of Redemption Price, Change In Ownership Control | 101.00% | ||||||||
Notes due 2024 [Domain] | |||||||||
Debt [Line Items] | |||||||||
Senior Notes | $ 900,000,000 | 900,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.50% | ||||||||
Notes due 2020 [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | ||||||||
6.75% Notes | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | ||||||||
Loss on redemption of notes | $ 33,298 | ||||||||
Debt Instrument, Percentage Of Redemption Price, Redemption Date One | 103.375% | ||||||||
Wells Fargo Capital Finance, LLC | |||||||||
Debt [Line Items] | |||||||||
Line of Credit Facility, Increase (Decrease), Net | $ 100,000,000 | ||||||||
Long-term Line of Credit | $ 225,000,000 | ||||||||
Debt Instrument, Maturity Date | May 3, 2021 | Sep. 30, 2019 | |||||||
Debt Instrument, Face Amount | $ 325,000,000 | ||||||||
Line of Credit Facility, Description | Dec. 31, 2018 | ||||||||
Wells Fargo Capital Finance, LLC | Base Rate | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.75% | 1.00% | |||||||
Wells Fargo Capital Finance, LLC | London Interbank Offered Rate (LIBOR) | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.75% | ||||||||
Wells Fargo Capital Finance, LLC | Non-Prime Rate and Prime Rate on European Advances [Member] | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.50% | ||||||||
Wells Fargo Capital Finance, LLC | 6.75% Notes | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Maturity Date | Apr. 1, 2020 | ||||||||
Scenario, Forecast [Member] | Six Point Five Zero Percentage Notes [Domain] | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Maturity Date | May 1, 2024 | ||||||||
Scenario, Forecast [Member] | Wells Fargo Capital Finance, LLC | Six Point Five Zero Percentage Notes [Domain] | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Maturity Date | May 1, 2024 | ||||||||
Scenario, Forecast [Member] | Optional redemption [Domain] | Six Point Five Zero Percentage Notes [Domain] | |||||||||
Debt [Line Items] | |||||||||
Debt Instrument, Percentage Of Redemption Price Redemption Date, Additional | 35.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business Combination, Contingent Consideration, Liability | $ 235,370 | $ 229,564 |
Fair Value, Inputs, Level 1 | Six Point Five Zero Percentage Notes [Domain] | ||
Liabilities: | ||
Long term debt, Carrying Amount | 900,000 | 900,000 |
Long term debt, Fair Value | $ 860,625 | $ 812,250 |
Fair Value Measurements (Deta41
Fair Value Measurements (Details 1) - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance of contingent payments | $ 224,754 | $ 306,734 |
Payments | (6,745) | (105,169) |
Grants | 0 | 16,132 |
Redemption value adjustments | 12,671 | 13,930 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Other Adjustments | 0 | (6,412) |
Foreign translation adjustment | 390 | (461) |
Ending Balance of contingent payments | $ 231,070 | $ 224,754 |
Fair Value Measurements (Deta42
Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Deferred acquisition consideration settled through issuance of shares | $ 4,153 | ||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 0 | ||
Business Combination, Contingent Consideration, Liability | 235,370 | $ 229,564 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Other Adjustments | 0 | (6,412) | |
Fixed payments [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Business Combination, Contingent Consideration, Liability | 4,300 | $ 4,810 | |
Common Stock [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Deferred acquisition consideration settled through issuance of shares | $ 5,028 | ||
Stock Issued During Period, Shares, New Issues | 568,182 | 691,559 | |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 262 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 17,000 | ||
Common Stock [Member] | Common Class A [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Deferred acquisition consideration settled through issuance of shares | $ 0 | $ 10,458 | |
Share Capital To Be Issued [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Stock Authorized During Period, Value, To be Issued | $ (2,360) | 2,360 | |
Common Stock, Value, To be Issued | $ 0 | $ 2,360 | |
Stock Authorized During Period, Shares, To be Issued | (100,000) | 100,000 | |
Common Stock, Shares, To be Issued | 0 | 100,000 | |
Share Capital To Be Issued [Member] | Common Class A [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Common Stock, Value, To be Issued | $ 0 | $ 2,360 |
Other Income (Expense) (Details
Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other Income and Expenses [Abstract] | ||
Foreign Currency Transaction Gain (Loss), before Tax | $ 2,439 | $ 15,454 |
Other Expense Disclosure, Nonoperating | 128 | 58 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)segment | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of Reportable Segments | segment | 1 | ||
Revenue | $ 344,700 | $ 309,042 | |
Cost of services sold | 237,563 | 211,446 | |
Office and general expenses | 87,840 | 77,828 | |
Depreciation and amortization | 10,898 | 11,220 | |
Operating profit | 8,399 | 8,548 | |
Other Income (Expense): | |||
Other income, net | 2,567 | 15,512 | |
Foreign Currency Transaction Gain (Loss), Realized | (16,541) | ||
Interest expense, net | (15,397) | ||
Loss On Redemption Of Notes | 0 | (33,298) | |
Loss from continuing operations before income taxes, equity in affiliates | (5,575) | (24,635) | |
Income tax benefit | 3,969 | (1,972) | |
Loss from continuing operations before equity in affiliates | (9,544) | (22,663) | |
Equity in earnings of non-consolidated affiliates | (139) | 229 | |
Income from continuing operations | (10,566) | (23,293) | |
Net loss | (9,683) | (22,434) | |
Net income attributable to the noncontrolling interests | (883) | (859) | $ (5,218) |
Net loss attributable to MDC Partners Inc. | (10,566) | (23,293) | |
Stock-based compensation | 4,950 | 4,685 | |
Supplemental Segment Information: | |||
Capital expenditures | 9,413 | 5,539 | |
Goodwill and intangibles | 927,092 | 944,660 | |
Total Assets | 1,626,653 | 1,571,555 | $ 1,577,378 |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
Cost of services sold | 0 | 0 | |
Office and general expenses | 8,260 | 12,733 | |
Depreciation and amortization | 309 | 397 | |
Operating profit | (8,569) | (13,130) | |
Other Income (Expense): | |||
Net income attributable to the noncontrolling interests | 0 | 0 | |
Stock-based compensation | 604 | 804 | |
Supplemental Segment Information: | |||
Capital expenditures | 1 | 28 | |
Goodwill and intangibles | 0 | 0 | |
Total Assets | 127,214 | 158,567 | |
Reportable Segment [Domain] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 286,805 | 254,106 | |
Cost of services sold | 198,143 | 175,339 | |
Office and general expenses | 68,692 | 52,209 | |
Depreciation and amortization | 8,393 | 7,060 | |
Operating profit | 11,577 | 19,498 | |
Other Income (Expense): | |||
Net income attributable to the noncontrolling interests | (741) | (726) | |
Stock-based compensation | 3,913 | 3,751 | |
Supplemental Segment Information: | |||
Capital expenditures | 8,513 | 4,857 | |
Goodwill and intangibles | 719,164 | 699,993 | |
Total Assets | 1,195,498 | 1,088,365 | |
All Other Segment [Domain] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 57,895 | 54,936 | |
Cost of services sold | 39,420 | 36,107 | |
Office and general expenses | 10,888 | 12,886 | |
Depreciation and amortization | 2,196 | 3,763 | |
Operating profit | 5,391 | 2,180 | |
Other Income (Expense): | |||
Net income attributable to the noncontrolling interests | (142) | (133) | |
Stock-based compensation | 433 | 130 | |
Supplemental Segment Information: | |||
Capital expenditures | 899 | 654 | |
Goodwill and intangibles | 207,928 | 244,667 | |
Total Assets | $ 303,941 | $ 324,623 |
Segment Information (Details 1)
Segment Information (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 344,700 | $ 309,042 |
United States | ||
Segment Reporting Information [Line Items] | ||
Revenue | 274,682 | 252,199 |
Canada | ||
Segment Reporting Information [Line Items] | ||
Revenue | 26,470 | 28,406 |
Other Regions [Domain] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 43,548 | $ 28,437 |
Segment Information Additional
Segment Information Additional Information (Details) | 3 Months Ended |
Mar. 31, 2017segment | |
Segment Reporting Information [Line Items] | |
Number of Reportable Segments | 1 |
Commitments, Contingencies an47
Commitments, Contingencies and Guarantees (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Other Commitments [Line Items] | ||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 60,383 | $ 60,180 |
Investment Commitments | 588 | |
Letters of Credit Outstanding, Amount | $ 4,810 | |
Minimum [Member] | ||
Other Commitments [Line Items] | ||
Redeemable noncontrolling interest obligation, year of payment | 2,017 | |
Maximum [Member] | ||
Other Commitments [Line Items] | ||
Redeemable noncontrolling interest obligation, year of payment | 2,023 | |
Contractual redemption right [Member] | ||
Other Commitments [Line Items] | ||
Redeemable Noncontrolling Interest, Equity, Redemption Value | $ 12,414 | |
Contractual redemption right [Domain] | Common Class A [Member] | ||
Other Commitments [Line Items] | ||
Redeemable Noncontrolling Interest, Equity, Redemption Value | 145 | |
Excess initial redemption value [Domain] | ||
Other Commitments [Line Items] | ||
Redeemable Noncontrolling Interest, Equity, Redemption Value | 3,857 | |
Termination or death redemption right [Domain] | ||
Other Commitments [Line Items] | ||
Redeemable Noncontrolling Interest, Equity, Redemption Value | $ 44,112 |
Subsequent Events and Other (De
Subsequent Events and Other (Details) | May 03, 2016 | Oct. 23, 2014 |
Wells Fargo Capital Finance, Llc [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Maturity Date | May 3, 2021 | Sep. 30, 2019 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | ||
Goodwill | $ 846,124 | $ 844,759 |
Share Capital (Details Textual)
Share Capital (Details Textual) | Apr. 25, 2017shares | Mar. 31, 2017voteshares | Dec. 31, 2016shares |
Preferred Stock [Member] | Series 4 Convertible Preferred Stock [Domain] | |||
Share Capital [Line Items] | |||
Shares, Outstanding | 95,000 | 95,000 | 0 |
Common Stock [Member] | |||
Share Capital [Line Items] | |||
Shares, Outstanding | 53,381,692 | 52,802,058 | |
Common Stock [Member] | Common Class A [Member] | |||
Share Capital [Line Items] | |||
Common Stock, Voting Rights, Number of Votes per Share | vote | 1 | ||
Shares, Outstanding | 53,377,937 | 52,798,303 | |
Common Stock [Member] | Common Class B | |||
Share Capital [Line Items] | |||
Common Stock, Voting Rights, Number of Votes per Share | vote | 20 | ||
Shares, Outstanding | 3,755 | 3,755 |
Convertible Preference Shares51
Convertible Preference Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 07, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Preferred Units [Line Items] | ||||
Stock Issued During Period, Shares, Convertible Preferred Shares | 90,220,000 | |||
Series 4 Convertible Preferred Stock [Domain] | ||||
Preferred Units [Line Items] | ||||
Stock Issued During Period, Shares, Convertible Preferred Shares | 95,000 | |||
Proceeds from issuance of convertible preference shares | $ 95,000 | $ 0 | ||
Convertible Preferred Stock [Member] | Series 4 Convertible Preferred Stock [Domain] | ||||
Preferred Units [Line Items] | ||||
Stock Issued During Period, Shares, Convertible Preferred Shares | 95,000 | 95,000 | 0 | |
Proceeds from issuance of convertible preference shares | $ 95,000 | |||
Preferred Stock, Value, Issued | $ 90,220 | $ 90,220 | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | |||
Preferred Stock, Conversion Price, Preference Per Share | $ 10 | |||
Preferred Stock, Accretion Percentage, Preference Per Share | 8.00% | |||
Preferred Stock, Accretion Rate, Preference Per Share | $ 6.67 | |||
Accretion on convertible preferred shares | $ (507) | $ 0 | ||
Preferred Stock, Liquidation Preference, Value | $ 95,507 | $ 0 | ||
Preferred Stock, Conversion Basis, Common Stock Class A Closing Trade Price | 125.00% | |||
Preferred Stock, Liquidation Preference Percentage Rate, Change of Control of the Company | 7.00% |