Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | ||
Sep. 30, 2014 | Oct. 28, 2014 | Oct. 28, 2014 | |
Common Class A | Common Class B | ||
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'MDC PARTNERS INC | ' | ' |
Entity Central Index Key | '0000876883 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Trading Symbol | 'MDCA | ' | ' |
Document Type | '10-Q | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 50,439,696 | 3,755 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue: | ' | ' | ' | ' |
Services | $326,890 | $288,670 | $937,178 | $841,805 |
Operating Expenses: | ' | ' | ' | ' |
Cost of services sold | 216,505 | 189,204 | 608,380 | 556,739 |
Office and general expenses | 77,811 | 88,828 | 234,543 | 217,033 |
Depreciation and amortization | 12,480 | 9,462 | 34,505 | 28,429 |
Costs and Expenses, Total | 306,796 | 287,494 | 877,428 | 802,201 |
Operating profit | 20,094 | 1,176 | 59,750 | 39,604 |
Other Income (Expense): | ' | ' | ' | ' |
Other, net | -9,659 | 1,736 | -8,894 | 1,545 |
Interest expense and finance charges | -14,019 | -10,589 | -40,655 | -33,392 |
Loss on redemption of notes | 0 | 0 | 0 | -55,588 |
Interest income | 43 | 37 | 153 | 202 |
Nonoperating Income (Expense), Total | -23,635 | -8,816 | -49,396 | -87,233 |
Income (loss) from continuing operations before income taxes and equity in non-consolidated affiliates | -3,541 | -7,640 | 10,354 | -47,629 |
Income tax expense (benefit) | -263 | 4,334 | 2,781 | -8,189 |
Income (loss) from continuing operations before equity in non-consolidated affiliates | -3,278 | -11,974 | 7,573 | -39,440 |
Equity in earnings of non-consolidated affiliates | 81 | 73 | 223 | 196 |
Income (loss) from continuing operations | -3,197 | -11,901 | 7,796 | -39,244 |
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | -40 | -7,388 | -298 | -10,891 |
Net income (loss) | -3,237 | -19,289 | 7,498 | -50,135 |
Net income attributable to the noncontrolling interests | -1,685 | -1,911 | -4,796 | -4,407 |
Net income (loss) attributable to MDC Partners Inc. | -4,922 | -21,200 | 2,702 | -54,542 |
Basic: | ' | ' | ' | ' |
Income (loss) from continuing operations attributable to MDC Partners Inc. common shareholders (usd per share) | ($0.10) | ($0.29) | $0.06 | ($0.93) |
Discontinued operations attributable to MDC Partners Inc. common shareholders (usd per share) | $0 | ($0.16) | ($0.01) | ($0.23) |
Net income (loss) attributable to MDC Partners Inc. common shareholders (usd per share) | ($0.10) | ($0.45) | $0.05 | ($1.16) |
Diluted: | ' | ' | ' | ' |
Income (loss) from continuing operations attributable to MDC Partners Inc. common shareholders (usd per share) | ($0.10) | ($0.29) | $0.06 | ($0.93) |
Discontinued operations attributable to MDC Partners Inc. common shareholders (usd per share) | $0 | ($0.16) | ($0.01) | ($0.23) |
Net income (loss) attributable to MDC Partners Inc. common shareholders (usd per share) | ($0.10) | ($0.45) | $0.05 | ($1.16) |
Weighted Average Number of Common Shares Outstanding: | ' | ' | ' | ' |
Basic (USD per share) | 49,630,532 | 47,205,699 | 49,506,427 | 47,052,944 |
Diluted (USD per share) | 49,630,532 | 47,205,699 | 50,134,263 | 47,052,944 |
Share-based Compensation [Abstract] | ' | ' | ' | ' |
Cost of services sold | 1,516 | 1,656 | 6,270 | 4,952 |
Office and general expenses | 1,921 | 25,779 | 5,963 | 31,738 |
Total | $3,437 | $27,435 | $12,233 | $36,690 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Comprehensive Income (Loss) | ' | ' | ' | ' |
Net income (loss) | ($3,237) | ($19,289) | $7,498 | ($50,135) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustment | -1,597 | -757 | -2,356 | 857 |
Other comprehensive income (loss) | 1,597 | 757 | 2,356 | -857 |
Comprehensive income (loss) attributable to noncontrolling interest | 202 | -1,930 | -4,014 | -4,401 |
Comprehensive income (loss) attributable to MDC Partners Inc. | ($1,438) | ($20,462) | $5,840 | ($55,393) |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $48,885 | $102,007 |
Accounts receivable, less allowance for doubtful accounts of $1,911 and $2,011 | 386,630 | 309,796 |
Expenditures billable to clients | 102,053 | 63,246 |
Other current assets | 31,054 | 25,458 |
Total Current Assets | 568,622 | 500,507 |
Fixed assets, at cost, less accumulated depreciation of $121,917 and $118,119 | 61,124 | 52,071 |
Investment in non-consolidated affiliates | 472 | 275 |
Goodwill | 928,209 | 744,333 |
Other intangibles assets, net | 65,575 | 56,262 |
Deferred tax asset | 21,311 | 21,131 |
Other assets | 62,015 | 50,648 |
Total Assets | 1,707,328 | 1,425,227 |
Current Liabilities: | ' | ' |
Accounts payable | 268,819 | 246,694 |
Accruals and other liabilities | 265,923 | 240,580 |
Advance billings | 207,164 | 149,540 |
Current portion of long-term debt | 650 | 467 |
Current portion of deferred acquisition consideration | 82,535 | 53,041 |
Total Current Liabilities | 825,091 | 690,322 |
Long-term debt, less current portion | 743,148 | 664,661 |
Long-term portion of deferred acquisition consideration | 127,381 | 100,872 |
Other liabilities | 31,956 | 34,430 |
Deferred tax liabilities | 66,471 | 63,020 |
Total Liabilities | 1,794,047 | 1,553,305 |
Redeemable Noncontrolling Interests (Note 2) | 185,925 | 148,534 |
Commitments, contingencies and guarantees (Note 11) | ' | ' |
Shareholdersb Deficit: | ' | ' |
Preferred shares, unlimited authorized, none issued | ' | ' |
Shares to be issued, 42,000 shares | 0 | 424 |
Charges in excess of capital | -188,808 | -126,352 |
Accumulated deficit | -462,874 | -465,576 |
Stock subscription receivable | -55 | -55 |
Accumulated other comprehensive income (loss) | 2,341 | -797 |
MDC Partners Inc. Shareholders' Deficit | -383,548 | -329,700 |
Noncontrolling Interests | 110,904 | 53,088 |
Total Shareholders' Deficit | -272,644 | -276,612 |
Total Liabilities, Redeemable Noncontrolling Interests and Shareholdersb Deficit | 1,707,328 | 1,425,227 |
Common Class A | ' | ' |
Shareholdersb Deficit: | ' | ' |
Class A Shares, no par value, unlimited authorized, 49,643,813 and 49,092,427 shares issued and outstanding in 2014 and 2013 | 265,847 | 262,655 |
Class B Shares, no par value, unlimited authorized, 3,755 shares issued and outstanding in 2014 and 2013, each convertible into one Class A share | 265,847 | 262,655 |
Common Class B | ' | ' |
Shareholdersb Deficit: | ' | ' |
Class A Shares, no par value, unlimited authorized, 49,643,813 and 49,092,427 shares issued and outstanding in 2014 and 2013 | 1 | 1 |
Class B Shares, no par value, unlimited authorized, 3,755 shares issued and outstanding in 2014 and 2013, each convertible into one Class A share | $1 | $1 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $1,911 | $2,011 |
Accumulated depreciation (in dollars) | $121,917 | $118,119 |
Preferred stock, shares issued | 0 | 0 |
Shares to be issued, shares | 0 | 42,000 |
Common Class A | ' | ' |
Common stock, shares issued | 49,643,813 | 49,092,427 |
Common stock, shares outstanding | 49,643,813 | 49,092,427 |
Common Class B | ' | ' |
Common stock, shares issued | 3,755 | 3,755 |
Common stock, shares outstanding | 3,755 | 3,755 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $7,498 | ($50,135) |
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | -298 | -10,891 |
Income (loss) from continuing operations | 7,796 | -39,244 |
Adjustments to reconcile net income (loss) from continuing operations to cash provided by operating activities: | ' | ' |
Stock-based compensation | 12,233 | 36,690 |
Depreciation | 14,003 | 14,014 |
Amortization of intangibles | 20,502 | 14,415 |
Amortization of deferred finance charges and debt discount | 1,704 | 7,045 |
Loss on redemption of notes | 0 | 50,385 |
Adjustment to deferred acquisition consideration | 16,129 | 5,577 |
Deferred income taxes (benefits) | 3,237 | -8,736 |
Earnings of non-consolidated affiliates | -223 | -196 |
Distributions in excess of carrying value | 0 | -3,058 |
Other non-current assets and liabilities | -11,110 | -8,899 |
Foreign exchange | 7,974 | 1,258 |
Changes in working capital: | ' | ' |
Accounts receivable | -57,478 | -5,166 |
Expenditures billable to clients | -38,944 | -11,033 |
Prepaid expenses and other current assets | -5,492 | -2,309 |
Accounts payable, accruals and other liabilities | 20,348 | 39,091 |
Advance billings | 51,426 | 22,978 |
Cash flows provided by continuing operating activities | 42,105 | 112,812 |
Discontinued operations | -298 | -7,461 |
Net cash provided by operating activities | 41,807 | 105,351 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -20,634 | -13,976 |
Acquisitions, net of cash acquired | -57,728 | -510 |
Proceeds from sale of assets | 77 | 209 |
Other investments | -3,740 | -2,198 |
Profit distributions from affiliates | 2,802 | 3,244 |
Cash flows used in continuing investing activities | -79,223 | -13,231 |
Discontinued operations | 0 | -11 |
Net cash used in investing activities | -79,223 | -13,242 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of 6.75% Notes | 78,937 | 550,000 |
Repayment of 11% notes | 0 | -425,000 |
Acquisition related payments | -71,255 | -111,396 |
Repayment of long-term debt | -380 | -1,428 |
Purchase of shares | -4,791 | -5,011 |
Premium paid on redemption of notes | 0 | -50,385 |
Deferred financing costs | -2,376 | -15,971 |
Distributions to noncontrolling partners | -6,014 | -4,822 |
Cash overdrafts | 18,364 | -10,956 |
Payment of dividends | -28,054 | -14,496 |
Other | 57 | 561 |
Net cash used in financing activities | -15,512 | -88,904 |
Effect of exchange rate changes on cash and cash equivalents | -194 | -223 |
Increase (decrease) in cash and cash equivalents | -53,122 | 2,982 |
Cash and cash equivalents at beginning of period | 102,007 | 60,330 |
Cash and cash equivalents at end of period | 48,885 | 63,312 |
Supplemental disclosures: | ' | ' |
Cash income taxes paid | 359 | 555 |
Cash interest paid | 23,247 | 18,781 |
Non-cash transactions: | ' | ' |
Capital Leases | 766 | 203 |
Dividends Payable | 1,349 | 1,214 |
Notes Receivable in exchange for shares of subsidiary | $1,746 | $0 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Sep. 30, 2014 | Oct. 01, 2013 | Mar. 20, 2013 |
6.75% Notes | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | 6.75% | 6.75% |
11% Notes | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ' | ' |
CONDENSED_STATEMENTS_OF_SHAREH
CONDENSED STATEMENTS OF SHAREHOLDERS' DEFICIT (USD $) | Total | Common Stock | Common Stock | Share Capital to Be Issued | Additional Paid-in Capital | Charges in Excess of Capital | Accumulated Deficit | Stock Subscription Receivable | Accumulated Other Comprehensive Income (Loss) | Parent | Noncontrolling Interest |
In Thousands, except Share data, unless otherwise specified | Common Class A | Common Class B | |||||||||
Balance at Dec. 31, 2013 | ($276,612) | $262,655 | $1 | $424 | $0 | ($126,352) | ($465,576) | ($55) | ($797) | ($329,700) | $53,088 |
Balance (in shares) at Dec. 31, 2013 | ' | 49,092,426 | 3,754 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2013 | ' | ' | ' | 42,000 | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss attributable to MDC Partners | 2,702 | 0 | 0 | 0 | 0 | 0 | 2,702 | 0 | 0 | 2,702 | 0 |
Other Comprehensive income (loss) | 2,356 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 3,138 | 3,138 | -782 |
Issuance of restricted stock | 0 | 7,068 | 0 | 0 | -7,068 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of restricted stock (in shares) | ' | 697,186 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Shares acquired and cancelled | -4,791 | -4,791 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -4,791 | 0 |
Shares acquired and cancelled (in shares) | ' | -187,800 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 6,553 | 0 | 0 | 0 | 6,553 | 0 | 0 | 0 | 0 | 6,553 | 0 |
Changes in redemption value of redeemable noncontrolling interests | -27,768 | 0 | 0 | 0 | -27,768 | 0 | 0 | 0 | 0 | -27,768 | 0 |
Changes in noncontrolling interests and redeemable noncontrolling interest from step-up transactions | -10,255 | 0 | 0 | 0 | -6,129 | 0 | 0 | 0 | 0 | -6,129 | -4,126 |
Increase in noncontrolling interests from business acquisitions | 62,724 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 62,724 |
Dividends paid and to be paid | -27,607 | 0 | 0 | 0 | -27,607 | 0 | 0 | 0 | 0 | -27,607 | 0 |
Shares, Other | ' | 42,000 | ' | -42,000 | ' | ' | ' | ' | ' | ' | ' |
Other | 54 | 915 | 0 | -424 | -437 | ' | ' | ' | ' | 54 | 0 |
Transfer to charges in excess of capital | 0 | 0 | 0 | 0 | 62,456 | -62,456 | 0 | 0 | 0 | 0 | 0 |
Balance at Sep. 30, 2014 | ($272,644) | $265,847 | $1 | $0 | $0 | ($188,808) | ($462,874) | ($55) | $2,341 | ($383,548) | $110,904 |
Balance (in shares) at Sep. 30, 2014 | ' | 49,643,812 | 3,754 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Sep. 30, 2014 | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
MDC Partners Inc. (the “Company”) 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 (“GAAP”) of the United States of America (“US 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. | |
These statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2013. | |
All periods have been restated to reflect the discontinued operations. See Note 6. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Significant Accounting Policies | ' | |||||||
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. | ||||||||
Use of Estimates. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, valuation allowances for receivables and deferred tax assets, and the reported amounts of revenue and expenses during the reporting period. The estimates are evaluated on an ongoing basis and estimates are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. | ||||||||
Fair Value. The Company applies the fair value measurement guidance of Codification Topic 820, Fair Value Measurements and Disclosure for financial assets and liabilities that are required to be measured at fair value and for nonfinancial 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 our 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, quoted market prices are used to determine the fair value of our financial instruments and classify such items in Level 1. In some cases, quoted market prices are used for similar instruments in active markets and classify 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; the Company did not have a client that accounted for more than 10% of the Company’s consolidated accounts receivable at September 30, 2014 or December 31, 2013. Furthermore, the Company did not have a client that accounted for more than 10% of the Company’s revenue for the three and nine months ended September 30, 2014 or for the three and nine months ended September 30, 2013. | ||||||||
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 risk in that there are cash deposits in excess of federally insured amounts. Included in cash and cash equivalents at September 30, 2014 and December 31, 2013, is approximately $6,464 and $44, respectively, of cash restricted as to withdrawal pursuant to various agreements with third parties. | ||||||||
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, as of September 30, 2014 and December 31, 2013 was $15,048 and $12,452, respectively. These investments are periodically evaluated to determine if there have been any other than temporary declines below book value. A variety of factors are considered when determining if a decline in fair value below book value 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. During the nine month period ended September 30, 2014, the Company liquidated one such equity interest position in exchange for an aggregate purchase price equal to $7,700. The purchaser of this equity investment was a current investor in such entity and an executive officer of one of our subsidiary partner agencies. | ||||||||
Business Combinations. Valuation of acquired companies is 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. Consistent with the acquisition strategy and past practice of acquiring a majority ownership position, most acquisitions completed after 2010 included an initial payment at the time of closing and provide for future additional contingent purchase price payments. Contingent payments for these transactions, as well as certain acquisitions completed in prior years, are derived using the performance of the acquired entity and are based on predetermined formulas. Contingent purchase price obligations for acquisitions completed prior to January 1, 2009 are accrued when the contingency is resolved and payment is certain. Contingent purchase price obligations related to acquisitions completed subsequent to December 31, 2008 are recorded as liabilities at estimated value and are remeasured at each reporting period and changes in estimated value are recorded in results of operations. For the three months ended September 30, 2014 and 2013, $2,623 and $717 of expense was recognized in operations related to changes in estimated value, respectively. For the nine months ended September 30, 2014 and 2013, $14,716 and $5,400 of expense was recognized in operations related to changes in estimated value, respectively. In addition, certain acquisitions also include put/call obligations for additional equity ownership interests. The estimated value of these interests is recorded as Redeemable Noncontrolling Interests. As of January 1, 2009, the Company expenses acquisition related costs in accordance with the Accounting Standard’s Codification’s guidance on acquisition accounting. For the three months ended September 30, 2014 and 2013, $1,658 and $427 of acquisition related costs have been charged to operations, respectively. For the nine months ended September 30, 2014 and 2013, $3,713 and $1,438 of acquisition related costs have been charged to operations, respectively. | ||||||||
For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses 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. 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 that the Company acquires is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the Company’s existing client relationships. The expected benefits of the acquisitions are typically shared across multiple agencies and regions. | ||||||||
Redeemable Noncontrolling Interest. The minority interest shareholders of certain subsidiaries have the right to require the Company to acquire their ownership interest under certain circumstances pursuant to a contractual arrangement and the Company has similar call options under the same contractual terms. The amount of consideration under the put and call rights is not a fixed amount, but rather is dependent upon 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 through the date of exercise, etc. as described in Note 11. | ||||||||
The Company has recorded the value of put options held by noncontrolling interests as mezzanine equity at their current estimated redemption amounts. The Company accrues changes in the redemption amounts over the period from the date of issuance to the earliest redemption date of the put options. The Company accounts for the put options with a charge to noncontrolling interests to reflect the excess, if any, of the estimated exercise price over the estimated fair value of the noncontrolling interest shares at the date of the option being exercised. For the three and nine months ended September 30, 2014 and 2013, there have been no charges to noncontrolling interests. Changes in the estimated redemption amounts of the put options are adjusted at each reporting period with a corresponding adjustment to equity. These adjustments will not impact the calculation of earnings per share. | ||||||||
The following table presents changes in Redeemable Noncontrolling Interests. | ||||||||
Nine Months Ended September 30, 2014 | Year Ended December 31, 2013 | |||||||
Beginning Balance | $ | 148,534 | $ | 117,953 | ||||
Redemptions | (3,592 | ) | (4,270 | ) | ||||
Granted | 13,720 | — | ||||||
Changes in redemption value | 27,768 | 35,689 | ||||||
Currency Translation Adjustments | (505 | ) | (838 | ) | ||||
Ending Balance | $ | 185,925 | $ | 148,534 | ||||
Variable Interest Entity. Effective March 28, 2012, the Company invested in Doner Partners LLC (“Doner”), and has determined that this entity is a variable interest entity (“VIE”) and is consolidated for all periods subsequent to the date of investment. The Company acquired a 30% voting interest and convertible preferred interests that allow the Company to increase ordinary voting ownership to 70% at MDC’s option. Doner is a full service integrated creative agency that is included as part of our portfolio in the Strategic Marketing Services Segment. The Company’s Credit Agreement is guaranteed and secured by all of Doner’s assets. | ||||||||
The Company has determined that it is the primary beneficiary because MDC receives a disproportionate share of profits and losses as compared to the Company’s ownership percentage. Total assets and total liabilities of Doner included in the Company’s consolidated balance sheet at September 30, 2014 were $231,216 and $173,768, respectively and at December 31, 2013 were $224,964 and $179,500, respectively. | ||||||||
Revenue Recognition. The Company’s revenue recognition policies are as required by the Revenue Recognition topics of the FASB Accounting Standards Codification, and accordingly, revenue is generally recognized as services are provided or upon delivery of the products when ownership and risk of loss has transferred to the customer, the selling price is fixed or determinable and collection of the resulting receivable is reasonably assured. The Company follows the Revenue Arrangements with Multiple Deliverables topic of the FASB Accounting Standards Codification issued. This topic 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 recognizes revenue based on the relative selling price of each multiple deliverable when delivered. The Company also follows the topic of the FASB Accounting Standards Codification Reporting Revenue Gross as a Principal versus Net as an Agent. This issue summarizes the EITF’s views on when revenue should be recorded at the gross amount billed because it has earned revenue from the sale of goods or services, or the net amount retained because it has earned a fee or commission. The Company also follows Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred, for reimbursements received for out-of-pocket expenses. This issue summarizes the EITF’s views 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 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. | ||||||||
A small portion of the Company’s contractual arrangements with customers includes performance incentive provisions, which allows the Company to earn additional revenues 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. | ||||||||
Interest Expense. Interest expense primarily consists of the cost of borrowing on the revolving credit agreement and Senior Notes. The Company amortizes deferred financing costs using the effective interest method over the life of the Senior Notes and straight line over the life of the revolving credit agreement. | ||||||||
Income Taxes. The Company’s US 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 profits, while noncontrolling holders are responsible for taxes on their share of the profits. The Company currently has a fully reserved valuation allowance for its US net operating losses. During the three and nine months ended September 30, 2014 and 2013, the effective tax rate was generally lower than the statutory rate due to losses in non-US based entities where a valuation allowance was not deemed necessary and utilization of previously fully reserved net operating losses. | ||||||||
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, which is the award’s vesting period. 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 into operating income over the service period, that is the vesting period of the award. Changes in the Company’s payment obligation prior to the settlement date 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 both the Black-Scholes option pricing-model and a lattice based model (Monte Carlo) and is recorded in operating income over the service period that is the vesting period of the award. The lattice based model is used for awards which are subject to achieving stock performance targets. | ||||||||
It is the Company’s policy for issuing shares upon the exercise 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 delivery of 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. However, awards based on performance conditions are recorded as compensation expense when the performance conditions are expected to 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 acquisitions include an element of compensation related payments. The Company accounts for those payments as stock-based compensation. | ||||||||
During the nine months ended September 30, 2014, the Company issued 319,283 restricted stock units (“RSUs”) to its employees and directors. The RSUs have an aggregate grant date fair value of $7,483 and generally vest on the third anniversary date with certain awards subjected to accelerated vesting based on the financial performance of the Company. | ||||||||
A total of 795,883 Class A shares of restricted stock, granted to employees as equity incentive awards but not yet vested, have been excluded in the Company’s calculation of Class A shares outstanding as of September 30, 2014. |
Loss_Per_Common_Share
Loss Per Common Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Loss Per Common Share | ' | |||||||||||||||
Income (Loss) Per Common Share | ||||||||||||||||
The following table sets forth the computation of basic and diluted income (loss) per common share from continuing operations. | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator | ||||||||||||||||
Numerator for basic income (loss) per common share - loss from continuing operations | $ | (3,197 | ) | $ | (11,901 | ) | $ | 7,796 | $ | (39,244 | ) | |||||
Net income attributable to the noncontrolling interests | (1,685 | ) | (1,911 | ) | (4,796 | ) | (4,407 | ) | ||||||||
Net income (loss) attributable to MDC Partners Inc. common shareholders | (4,882 | ) | (13,812 | ) | 3,000 | (43,651 | ) | |||||||||
Effect of dilutive securities | — | — | — | — | ||||||||||||
Numerator for diluted income (loss) per common share - loss attributable to MDC Partners Inc. common shareholders from continuing operations | $ | (4,882 | ) | $ | (13,812 | ) | $ | 3,000 | $ | (43,651 | ) | |||||
Denominator | ||||||||||||||||
Denominator for basic income (loss) per common share - weighted average common shares | 49,630,532 | 47,205,699 | 49,506,427 | 47,052,944 | ||||||||||||
Effect of dilutive securities | — | — | 627,836 | — | ||||||||||||
Denominator for diluted income (loss) per common share - adjusted weighted shares and assumed conversions | 49,630,532 | 47,205,699 | 50,134,263 | 47,052,944 | ||||||||||||
Basic income (loss) per common share from continuing operations | $ | (0.10 | ) | $ | (0.29 | ) | $ | 0.06 | $ | (0.93 | ) | |||||
Diluted income (loss) per common share from continuing operations | $ | (0.10 | ) | $ | (0.29 | ) | $ | 0.06 | $ | (0.93 | ) | |||||
During the nine months ended September 30, 2014, options and other rights to purchase 1,111,055 shares of common stock, which includes 998,555 shares of non-vested restricted stock and restricted stock units, were outstanding and were included in the computation of diluted income per common share. | ||||||||||||||||
During the three months ended September 30, 2014, options and other rights to purchase 1,111,055 shares of common stock, which includes 998,555 shares of non-vested restricted stock, were outstanding and were excluded in the computation of diluted income per share. | ||||||||||||||||
During the three and nine months ended September 30, 2013, options and other rights to purchase 3,698,058 shares of common stock, which includes 3,623,058 shares of non-vested restricted stock, were outstanding and were included in the computation of diluted income per common share. |
Acquisitions
Acquisitions | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Acquisitions | ' | |||||||||||||||
Acquisitions | ||||||||||||||||
Pro forma financial information has not been presented for 2014 since there were no material acquisitions. During 2014, the Company completed a number of non-material acquisitions and a number of step-up transactions to increase its equity ownership percentage in majority owned entities. Included in the Company’s consolidated statement of operations for the three and nine months ended September 30, 2014 was revenue of $18,069 and $34,049 and net income of $1,791 and $5,810, respectively, related to 2014 acquisitions. | ||||||||||||||||
2014 Acquisitions | ||||||||||||||||
During 2014, the Company entered into several acquisitions and various non-material transactions with certain majority owned entities. Effective January 1, 2014, MDC acquired 60% of the equity interests of Luntz Global Partners LLC (“LG”). Effective February 14, 2014, MDC acquired 65% of the equity interests of Kingsdale Partners LP (“Kingsdale”). LG and Kingsdale are both in the Company’s Performance Marketing Services segment. On July 31, 2014, Union Advertising Canada LP acquired 100% of the issued and outstanding stock of Trapeze Media Limited ("Trapeze"). Effective August 1, 2014 MDC acquired 65% of the equity interests of Hunter PR LLC ("Hunter PR"). Effective August 18, 2014, MDC acquired a 75% interest in Albion Brand Communication Limited ("Albion"). In addition, in June 2014 and August 2014, MDC (through a subsidiary) entered into other non-material acquisitions. Hunter PR, Albion, and Trapeze are all included within the Company's Strategic Marketing Services segment. | ||||||||||||||||
The aggregate purchase price of these acquisitions has an estimated present value at acquisition date of $162,975 and consisted of total closing cash payments of $67,238, and additional deferred acquisition payments that will be based on the financial results of the underlying businesses from 2013 to 2018 with final payments due in 2019. These additional deferred payments have an estimated present value at acquisition date of $95,737. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $33,956, consisting primarily of customer lists, a technology asset and covenants not to compete, and goodwill of $188,988, including the value of the assembled workforce. The identified assets will be amortized over a five to six year period in a manner represented by the pattern in which the economic benefits of the customer contracts/relationships are realized. In addition, the Company has recorded $63,158 as the present value of noncontrolling interest and $13,720 as the present value of redeemable noncontrolling interest. Intangibles and goodwill of $107,793 are tax deductible. In addition the Company recorded other income of $908 representing a gain on the previously held 18% interest in Trapeze (see Note 13). | ||||||||||||||||
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. | ||||||||||||||||
2013 Acquisitions | ||||||||||||||||
During the fourth quarter of 2013, the Company acquired a 70% interest in Local Biz Now LLC (“LBN”). The acquisition of LBN allows MDC to participate in the online local search market. LBN is in the Company’s Performance Marketing Services segment. During 2013, the Company also entered into various non-material transactions with certain majority owned entities. | ||||||||||||||||
The aggregate purchase price has an estimated present value at acquisition date of $38,202 and consisted of total closing cash payments of $12,000, and additional contingent deferred acquisition consideration that are based on the financial results of the underlying businesses from 2013 to 2017 with final payments due in 2018 that have an estimated present value at acquisition date of $26,202. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $10,835 consisting primarily of customer lists, a technology asset, and covenants not to compete, and goodwill of $35,956 including the value of the assembled workforce. The identified assets will be amortized over a five to six year period in a manner represented by the pattern in which the economic benefits of the customer contracts/relationships are realized. In addition, the Company has recorded $11,090 as the present value of noncontrolling interest. The intangibles and goodwill of $46,791 are tax deductible. | ||||||||||||||||
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. | ||||||||||||||||
Noncontrolling Interests | ||||||||||||||||
Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the nine months ended September 30, were as follows: | ||||||||||||||||
Net Income (Loss) Attributable to MDC Partners Inc. and | ||||||||||||||||
Transfers (to) from the Noncontrolling Interest | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net income (loss) attributable to MDC Partners Inc. | $ | (4,922 | ) | $ | (21,200 | ) | $ | 2,702 | $ | (54,542 | ) | |||||
Transfers to (from) the noncontrolling Interest: | ||||||||||||||||
Increase (decrease) in MDC Partners Inc. paid in capital for purchase of equity interests in excess of Redeemable Noncontrolling Interests and Noncontrolling Interests | 109 | 1,531 | (6,129 | ) | 11,347 | |||||||||||
Net transfers to (from) noncontrolling interest | $ | 109 | $ | 1,531 | $ | (6,129 | ) | $ | 11,347 | |||||||
Change from net loss attributable to MDC Partners Inc. and transfers to non controlling interest | $ | (4,813 | ) | $ | (19,669 | ) | $ | (3,427 | ) | $ | (43,195 | ) | ||||
Accruals_and_Other_Liabilities
Accruals and Other Liabilities | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Accrued and Other Liabilities [Abstract] | ' | |||
Accruals and Other Liabilities | ' | |||
Accruals and Other Liabilities | ||||
At September 30, 2014 and December 31, 2013, accruals and other liabilities included accrued media of $152,371 and $144,161, respectively; trust liabilities of $6,422 and nil, respectively; and included amounts due to noncontrolling interest holders, for their share of profits, which will be distributed within the next twelve months of $4,103 and $5,210, respectively. | ||||
Changes in noncontrolling interest amounts included in accrued and other liabilities for the year ended December 31, 2013 and nine months ended September 30, 2014 were as follows: | ||||
Noncontrolling | ||||
Interests | ||||
Balance, December 31, 2012 | $ | 3,624 | ||
Income attributable to noncontrolling interests | 6,461 | |||
Distributions made | (5,525 | ) | ||
Cumulative translation adjustments | 650 | |||
Balance, December 31, 2013 | $ | 5,210 | ||
Income attributable to noncontrolling interests | 4,796 | |||
Distributions made | (6,014 | ) | ||
Other (1) | 111 | |||
Balance, September 30, 2014 | $ | 4,103 | ||
(1) Other primarily relates to step-up transactions, discontinued operations, and cumulative translation adjustments. |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Discontinued Operations | ' | |||||||||||||||
Discontinued Operations | ||||||||||||||||
In 2013, the Company discontinued a subsidiary and an operating division. | ||||||||||||||||
Included in discontinued operations in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013 was the following: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended | |||||||||||||||
September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue | $ | — | $ | 531 | $ | — | $ | 3,245 | ||||||||
Operating loss | $ | (40 | ) | $ | (922 | ) | $ | (298 | ) | $ | (2,799 | ) | ||||
Other expense | $ | — | $ | (20 | ) | $ | — | $ | (117 | ) | ||||||
Noncontrolling interest expense (recovery) | — | 1 | — | (55 | ) | |||||||||||
Loss on disposal | — | (6,447 | ) | — | (7,920 | ) | ||||||||||
Net loss from discontinued operations attributable to MDC Partners Inc., net of taxes | $ | (40 | ) | $ | (7,388 | ) | $ | (298 | ) | $ | (10,891 | ) | ||||
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt | ||||||||
Debt consists of: | ||||||||
September 30, | 31-Dec-13 | |||||||
2014 | ||||||||
Revolving credit agreement | $ | — | $ | — | ||||
6.75% Senior Notes due 2020 | 735,000 | 660,000 | ||||||
Original issue premium | 7,296 | 4,056 | ||||||
Notes payable and other bank loans | 80 | 120 | ||||||
742,376 | 664,176 | |||||||
Obligations under capital leases | 1,422 | 952 | ||||||
743,798 | 665,128 | |||||||
Less current portion: | 650 | 467 | ||||||
$ | 743,148 | $ | 664,661 | |||||
MDC Financing Agreement and Senior Notes | ||||||||
Issuance of 6.75% Senior Notes | ||||||||
On March 20, 2013, MDC Partners Inc. (“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, MDC’s senior secured revolving credit agreement (the “Credit Agreement”), as guarantors (the “Guarantors”) and The Bank of New York Mellon, as trustee, relating to the issuance by MDC of its 6.75% Senior Notes due 2020 (the “6.75% Notes”). The 6.75% Notes bear interest at a rate of 6.75% per annum, accruing from March 20, 2013. Interest is payable semiannually in arrears in cash on April 1 and October 1 of each year, beginning on October 1, 2013. The 6.75% Notes will mature on April 1, 2020, unless earlier redeemed or repurchased. The Company received net proceeds from the offering of the 6.75% Notes equal to approximately $537,600. The Company used the net proceeds to redeem all of the existing 11% Notes, together with accrued interest, related premiums, fees and expenses and recorded a charge for loss on redemption of notes of $55,588, including write offs of unamortized original issue premium and debt issuance costs. Remaining proceeds were used for general corporate purposes. | ||||||||
On November 15, 2013, the Company issued an additional $110,000 aggregate principal amount of its 6.75% Notes. The additional notes were issued under the Indenture governing the 6.75% Notes and treated as a single series with the original 6.75% Notes. The additional notes were sold in a private placement in reliance on exceptions from registration under the Securities Act of 1933, as amended. The Company received net proceeds before expenses of $111,925, which included an original issue premium of $4,125, and underwriter fees of $2,200. The Company used the net proceeds of the offering for general corporate purposes. | ||||||||
On April 2, 2014, the Company issued an additional $75,000 aggregate principal amount of 6.75% Notes. The additional notes were issued under the Indenture governing the 6.75% Notes and treated as a single series with the original 6.75% Notes. The additional notes were sold in private placement in reliance on exceptions from registration under the Securities Act of 1933, as amended. The Company received net proceeds before expenses of $77,452, which included an original issue premium of $3,938, and underwriter fees of $1,500 and prepayment of interest of $14. The Company used the net proceeds of the offering for general corporate purposes, including the funding of deferred acquisition consideration, working capital, acquisitions and the repayment of the amount outstanding under our senior secured revolving credit facility. | ||||||||
The 6.75% 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 6.75% 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 6.75% Notes in whole at any time or in part from time to time, on and after April 1, 2016 at a redemption price of 103.375% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2016, at a redemption price of 101.688% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2017 and at a redemption price of 100% of the principal amount thereof if redeemed on April 1, 2018 and thereafter. | ||||||||
Prior to April 1, 2016, MDC may, at its option, redeem some or all of the 6.75% Notes at a price equal to 100% of the principal amount of the 6.75% Notes plus a “make whole” premium and accrued and unpaid interest. MDC may also redeem, at its option, prior to April 1, 2016, up to 35% of the 6.75% Notes with the proceeds from one or more equity offerings at a redemption price of 106.750% of the principal amount thereof. | ||||||||
If MDC experiences certain kinds of changes of control (as defined in the Indenture), holders of the 6.75% Notes may require MDC to repurchase any 6.75% Notes held by them at a price equal to 101% of the principal amount of the 6.75% Notes plus accrued and unpaid interest. In addition, if MDC sells assets under certain circumstances, it must offer to repurchase the 6.75% Notes at a price equal to 100% of the principal amount of the 6.75% Notes 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 6.75% Notes are also subject to customary events of default, including cross-payment default and cross-acceleration provision. The Indenture contains no restrictions with respect to the amount of funds that may be loaned and/or advanced by and among Loan Parties, including Parent. | ||||||||
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 million 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 will 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. | ||||||||
As of September 30, 2014, advances under the Credit Agreement bore interest as follows: (a)(i) LIBOR Rate Loans bore interest at the LIBOR Rate and (ii) Base Rate Loans bore interest at the Base Rate, plus (b) an applicable margin. As of September 30, 2014 the initial applicable margin for borrowing is 1.25% in the case of Base Rate Loans and 2.00% 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. | ||||||||
Effective October 23, 2014, MDC and its subsidiaries entered into an amendment of its Credit Agreement. The amendment: (i) expands the commitments under the facility by $100 million, from $225 million to $325 million; (ii) extends the date by an additional eighteen months to September 30, 2019; (iii) reduces 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) modifies certain covenants to provide the Company with increased flexibility to fund its continued growth and other general corporate purposes. | ||||||||
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. The Credit Agreement is also subject to customary events of default. The Credit Agreement contains no restrictions with respect to the amount of funds that may be loaned and/or advanced by and among Loan Parties, including Parent. | ||||||||
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 September 30, 2014, there were no borrowings under the Credit Agreement. | ||||||||
At September 30, 2014, the Company had issued $4,827 of undrawn outstanding Letters of Credit. | ||||||||
At September 30, 2014 and December 31, 2013, accounts payable included $52,676 and $34,312 of outstanding checks, respectively. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
Effective January 1, 2008, the Company adopted guidance regarding accounting for Fair Value Measurements, for financial assets and liabilities. This guidance defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. The statement indicates, among other things, that 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. | ||||||||||||||||
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. | ||||||||||||||||
The following tables present certain information for our financial liabilities that is disclosed at fair value on a recurring basis at September 30, 2014 and December 31, 2013: | ||||||||||||||||
Level 1 | Level 1 | |||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||
Amount | Amount | |||||||||||||||
Liabilities: | ||||||||||||||||
6.75% Notes due 2020 | $ | 742,296 | $ | 768,075 | $ | 664,056 | $ | 690,525 | ||||||||
Our 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 | ||||||||||||||||
(Level 3) | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Beginning Balance of contingent payments | $ | 151,848 | $ | 194,795 | ||||||||||||
Payments | (61,138 | ) | (106,460 | ) | ||||||||||||
Grants (1) | 71,575 | 31,608 | ||||||||||||||
Redemption value adjustments (2) | 17,882 | 38,712 | ||||||||||||||
Transfers to fixed payments | (5,146 | ) | (6,318 | ) | ||||||||||||
Foreign translation adjustment | (1,003 | ) | (489 | ) | ||||||||||||
Ending Balance of contingent payments | $ | 174,018 | $ | 151,848 | ||||||||||||
(1) Grants are the initial estimated deferred acquisition payments of new acquisitions completed within that fiscal | ||||||||||||||||
period. | ||||||||||||||||
(2) 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. | ||||||||||||||||
In addition to the above amounts, there are fixed payments of $35,898 and $2,065 for total deferred acquisition consideration of $209,916 and $153,913, which reconciles to the consolidated financial statements at September 30, 2014 and December 31, 2013, 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. | ||||||||||||||||
Level 3 payments relate to payments made for deferred acquisition consideration. Level 3 grants relate to contingent purchase price obligations related to acquisitions. The Company records the initial liability of the estimated present 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 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 September 30, 2014 and December 31, 2013, 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. |
Other_Income_Expense
Other Income (Expense) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
Other Income (Expense) | ' | |||||||||||||||
Other Income (Expense) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Other income (expense) | $ | 1,387 | $ | (2 | ) | $ | 1,767 | $ | (304 | ) | ||||||
Distribution in excess of carrying value | — | — | — | 3,058 | ||||||||||||
Foreign currency income (loss) | (11,046 | ) | 1,738 | (10,661 | ) | (1,209 | ) | |||||||||
$ | (9,659 | ) | $ | 1,736 | $ | (8,894 | ) | $ | 1,545 | |||||||
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
Segment Information | ||||||||||||||||
The Company’s segment reporting is consistent with the current manner of how the Chief Operating Decision Maker (“CODM”) and the Board of Directors view the business. The Company is focused on expanding its capabilities in database marketing and data analytics in order to position the Company for future business development efforts and revenue growth. | ||||||||||||||||
In order to position this strategic focus along the lines of how the CODM and management will base their business decisions, the Company reports two segments. Decisions regarding allocation of resources are made and will be made based not only on the individual operating results of the subsidiaries but also on the overall performance of the reportable segments. These reportable segments are the aggregation of various reporting segments. | ||||||||||||||||
The Company reports in two segments plus corporate. The segments are as follows: | ||||||||||||||||
• | The Strategic Marketing Services segment consists of integrated marketing consulting services firms that offer a full complement of marketing, activation and consulting services including advertising and media, marketing communications including direct marketing, public relations, corporate communications, market research, corporate identity and branding, interactive marketing, and sales promotion. Each of the entities within the Strategic Marketing Services Group share similar economic characteristics, specifically related to the nature of their respective services, the manner in which the services are provided and the similarity of their respective customers. Due to the similarities in these businesses, they exhibit similar long term financial performance and have been aggregated together. | |||||||||||||||
• | The Performance Marketing Services segment includes our firms that provide consumer insights and analytics to satisfy the growing need for targetable, measurable solutions or cost effective means of driving return on marketing investment. These services interface directly with the consumer of a client’s product or service. Such services include the design, development, research and implementation of consumer services, media planning and buying, and direct marketing initiatives. Each of the entities within the Performance Marketing Services Group share similar economic characteristics specifically related to the nature of their respective services, the manner in which the services are provided, and the similarity of their respective customers. Due to the similarities in these businesses, the services provided to the customer and they exhibit similar long term financial performance and have been aggregated together. | |||||||||||||||
The significant accounting policies of these segments are the same as those described in the summary of significant accounting policies included in the notes to the consolidated financial statements. The Company continues to evaluate its Corporate Group and the services provided by the Corporate Group to the operating segments. | ||||||||||||||||
Summary financial information concerning the Company’s operating segments is shown in the following tables: | ||||||||||||||||
Three Months Ended September 30, 2014 | ||||||||||||||||
(thousands of United States dollars) | ||||||||||||||||
Strategic | Performance | Corporate | Total | |||||||||||||
Marketing | Marketing | |||||||||||||||
Services | Services | |||||||||||||||
Revenue | $ | 228,297 | $ | 98,593 | $ | — | $ | 326,890 | ||||||||
Cost of services sold | 148,157 | 68,348 | — | 216,505 | ||||||||||||
Office and general expenses | 47,455 | 19,419 | 10,937 | 77,811 | ||||||||||||
Depreciation and amortization | 6,790 | 5,269 | 421 | 12,480 | ||||||||||||
Operating Profit (Loss) | 25,895 | 5,557 | (11,358 | ) | 20,094 | |||||||||||
Other Income (Expense): | ||||||||||||||||
Other expense, net | (9,659 | ) | ||||||||||||||
Interest expense and finance charges, net | (13,976 | ) | ||||||||||||||
Loss from continuing operations before income taxes and equity in non-consolidated affiliates | (3,541 | ) | ||||||||||||||
Income tax benefit | (263 | ) | ||||||||||||||
Loss from continuing operations before equity in non-consolidated affiliates | (3,278 | ) | ||||||||||||||
Equity in earnings of non-consolidated affiliates | 81 | |||||||||||||||
Loss from continuing operations | (3,197 | ) | ||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (40 | ) | ||||||||||||||
Net Loss | (3,237 | ) | ||||||||||||||
Net income attributable to the noncontrolling interests | (1,669 | ) | (16 | ) | — | (1,685 | ) | |||||||||
Net loss attributable to MDC Partners Inc. | $ | (4,922 | ) | |||||||||||||
Stock based compensation | $ | 1,816 | $ | 477 | $ | 1,144 | $ | 3,437 | ||||||||
Supplemental Segment Information: | ||||||||||||||||
Capital expenditures | $ | 12,111 | $ | 1,250 | $ | 428 | $ | 13,789 | ||||||||
Three Months Ended September 30, 2013 | ||||||||||||||||
(thousands of United States dollars) | ||||||||||||||||
Strategic | Performance | Corporate | Total | |||||||||||||
Marketing | Marketing | |||||||||||||||
Services | Services | |||||||||||||||
Revenue | $ | 203,440 | $ | 85,230 | $ | — | $ | 288,670 | ||||||||
Cost of services sold | 128,300 | 60,904 | — | 189,204 | ||||||||||||
Office and general expenses | 40,995 | 14,759 | 33,074 | 88,828 | ||||||||||||
Depreciation and amortization | 5,807 | 3,358 | 297 | 9,462 | ||||||||||||
Operating Profit (loss) | 28,338 | 6,209 | (33,371 | ) | 1,176 | |||||||||||
Other Income (Expense): | ||||||||||||||||
Other income, net | 1,736 | |||||||||||||||
Interest expense, net | (10,552 | ) | ||||||||||||||
Loss from continuing operations before income taxes and equity in non-consolidated affiliates | (7,640 | ) | ||||||||||||||
Income tax expense | 4,334 | |||||||||||||||
Loss from continuing operations before equity in non-consolidated affiliates | (11,974 | ) | ||||||||||||||
Equity in earnings of non-consolidated affiliates | 73 | |||||||||||||||
Loss from continuing operations | (11,901 | ) | ||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (7,388 | ) | ||||||||||||||
Net Loss | (19,289 | ) | ||||||||||||||
Net income attributable to the non-controlling interests | (1,471 | ) | (440 | ) | — | (1,911 | ) | |||||||||
Net loss attributable to MDC Partners Inc. | $ | (21,200 | ) | |||||||||||||
Stock based compensation | $ | 1,835 | $ | 646 | $ | 24,954 | $ | 27,435 | ||||||||
Supplemental Segment Information: | ||||||||||||||||
Capital expenditures | $ | 2,617 | $ | 844 | $ | 908 | $ | 4,369 | ||||||||
Nine Months Ended September 30, 2014 | ||||||||||||||||
(thousands of United States dollars) | ||||||||||||||||
Strategic | Performance | Corporate | Total | |||||||||||||
Marketing | Marketing | |||||||||||||||
Services | Services | |||||||||||||||
Revenue | $ | 655,262 | $ | 281,916 | $ | — | $ | 937,178 | ||||||||
Cost of services sold | 419,371 | 189,009 | — | 608,380 | ||||||||||||
Office and general expenses | 134,022 | 67,496 | 33,025 | 234,543 | ||||||||||||
Depreciation and amortization | 16,874 | 16,275 | 1,356 | 34,505 | ||||||||||||
Operating Profit (loss) | 84,995 | 9,136 | (34,381 | ) | 59,750 | |||||||||||
Other Income (Expense): | ||||||||||||||||
Other expense, net | (8,894 | ) | ||||||||||||||
Interest expense, net | (40,502 | ) | ||||||||||||||
Income from continuing operations before income taxes and equity in non-consolidated affiliates | 10,354 | |||||||||||||||
Income tax expense | 2,781 | |||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | 7,573 | |||||||||||||||
Equity in earnings of non-consolidated affiliates | 223 | |||||||||||||||
Income from continuing operations | 7,796 | |||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (298 | ) | ||||||||||||||
Net income | 7,498 | |||||||||||||||
Net income attributable to the non-controlling interests | (4,854 | ) | 58 | — | (4,796 | ) | ||||||||||
Net income attributable to MDC Partners Inc. | $ | 2,702 | ||||||||||||||
Stock based compensation | $ | 6,067 | $ | 2,684 | $ | 3,482 | $ | 12,233 | ||||||||
Supplemental Segment Information: | ||||||||||||||||
Capital expenditures | $ | 16,105 | $ | 3,295 | $ | 1,234 | $ | 20,634 | ||||||||
Goodwill and intangibles | $ | 572,454 | $ | 421,330 | $ | — | $ | 993,784 | ||||||||
Total Assets | $ | 960,194 | $ | 567,329 | $ | 179,805 | $ | 1,707,328 | ||||||||
Nine Months Ended September 30, 2013 | ||||||||||||||||
(thousands of United States dollars) | ||||||||||||||||
Strategic | Performance | Corporate | Total | |||||||||||||
Marketing | Marketing | |||||||||||||||
Services | Services | |||||||||||||||
Revenue | $ | 587,540 | $ | 254,265 | $ | — | $ | 841,805 | ||||||||
Cost of services sold | 375,681 | 181,058 | — | 556,739 | ||||||||||||
Office and general expenses | 115,759 | 53,358 | 47,916 | 217,033 | ||||||||||||
Depreciation and amortization | 17,334 | 10,106 | 989 | 28,429 | ||||||||||||
Operating Profit (Loss) | 78,766 | 9,743 | (48,905 | ) | 39,604 | |||||||||||
Other Income (Expense): | ||||||||||||||||
Other income, net | 1,545 | |||||||||||||||
Interest expense, net | (88,778 | ) | ||||||||||||||
Loss from continuing operations before income taxes, equity in affiliates | (47,629 | ) | ||||||||||||||
Income tax benefit | (8,189 | ) | ||||||||||||||
Loss from continuing operations before equity in affiliates | (39,440 | ) | ||||||||||||||
Equity in earnings of non-consolidated affiliates | 196 | |||||||||||||||
Loss from continuing operations | (39,244 | ) | ||||||||||||||
Loss from discontinuing operations attributable to MDC Partners Inc., net of taxes | (10,891 | ) | ||||||||||||||
Net loss | (50,135 | ) | ||||||||||||||
Net income attributable to the noncontrolling interests | (3,578 | ) | (829 | ) | — | (4,407 | ) | |||||||||
Net loss attributable to MDC Partners Inc. | $ | (54,542 | ) | |||||||||||||
Stock based compensation | $ | 4,815 | $ | 2,505 | $ | 29,370 | $ | 36,690 | ||||||||
Supplemental Segment Information: | ||||||||||||||||
Capital expenditures | $ | 8,223 | $ | 4,225 | $ | 1,528 | $ | 13,976 | ||||||||
Goodwill and intangibles | $ | 520,408 | $ | 241,737 | $ | — | $ | 762,145 | ||||||||
Total Assets | $ | 845,342 | $ | 376,577 | $ | 143,768 | $ | 1,365,687 | ||||||||
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 | |||||||||||||
States | ||||||||||||||||
Revenue | ||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||
2014 | $ | 263,796 | $ | 38,052 | $ | 25,042 | $ | 326,890 | ||||||||
2013 | $ | 237,260 | $ | 33,892 | $ | 17,518 | $ | 288,670 | ||||||||
Nine Months Ended September 30, | ||||||||||||||||
2014 | $ | 765,699 | $ | 107,993 | $ | 63,486 | $ | 937,178 | ||||||||
2013 | $ | 694,670 | $ | 99,897 | $ | 47,238 | $ | 841,805 | ||||||||
Commitments_Contingencies_and_
Commitments, Contingencies and Guarantees | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments, Contingencies and Guarantees | ' |
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 Note 2 and Note 4. | |
Put Options. Owners of interests in certain subsidiaries have the right in certain circumstances to require the Company to acquire the remaining ownership interests held by them. The owners’ ability to exercise any such “put option” right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise. 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 2014 to 2019. 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 September 30, 2014, 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 $22,348 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 $1,538 by the issuance of share capital. In addition, the Company is obligated under similar put option rights to pay an aggregate amount of approximately $168,027 only upon termination of such owner’s employment with the applicable subsidiary or death. Included in redeemable noncontrolling interests at September 30, 2014 is $185,925 of these put options 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 and Caribbean which typically are subject to hurricanes. During the nine months ended September 30, 2014 and 2013, these operations did not incur any costs related to damages resulting from hurricanes. | |
Guarantees. The Company has provided customary representations and warranties whose terms range in duration and may not be explicitly defined. The Company has also retained certain liabilities for events occurring prior to sale, relating to tax, environmental, litigation and other matters. Generally, the Company has indemnified the purchasers 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. | |
Commitments. The Company has commitments to fund $13,018 of investments. At September 30, 2014, the Company had issued $4,827 of undrawn outstanding letters of credit. |
New_Accounting_Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New Accounting Pronouncements | ' |
New Accounting Pronouncements | |
In May 2014, the FASB issued Standards Update 2014-09, Revenue with Contracts from Customers. This update supersedes Topic 605, Revenue Recognition. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, an entity must apply a five-step approach. ASU 2014-09 provides for one of two methods of transition: retrospective application to each prior period presented; or, recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. This guidance is effective for the Company beginning January 1, 2017. The Company is currently assessing the impact and transition method to choose. | |
In April 2014, the FASB issued Standards Update No 2014-08, Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity. This update changes the requirements for reporting discontinued operations and requires additional disclosures. This guidance is effective for the Company beginning January 1, 2015. The implementation of the amended accounting guidance is not expected to have a material impact on our consolidated financial position or results of operations. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Related Party | |
On July 31, 2014, Union Advertising Canada LP, acquired 100% of the issued and outstanding stock of Trapeze Media Limited. Trapeze Media is a Toronto-based digital advertising company. Prior to the acquisition, the Company owned 18% of the equity interests in Trapeze, and Miles Nadal (the Company’s President and Chief Executive Officer) owned 54% of the equity interests. The total estimated aggregate consideration for 100% of the equity interests in Trapeze was $5,281 (or $4,373 excluding the Company’s current equity interest). MDC recorded other income of $908 representing a gain on the previously held 18% interest in Trapeze. Mr. Nadal recused himself from all Board discussions relating to Trapeze. | |
The Stock Purchase Agreement for the Trapeze transaction contains customary representations and warranties and covenants of each party. Breaches of any representations and warranties will be subject to customary indemnification provisions. | |
The acquisition of Trapeze by Union is expected to create an integrated agency with strong digital capabilities and more significant scale. In order to maximize the operating efficiency of the combined operations, the employees of Trapeze relocated into Union’s current offices, and certain changes were made to the combined entity’s executive management team. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies [Abstract] | ' | |
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. | ||
Use of Estimates, Policy | ' | |
Use of Estimates. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, valuation allowances for receivables and deferred tax assets, and the reported amounts of revenue and expenses during the reporting period. The estimates are evaluated on an ongoing basis and estimates are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. | ||
Fair Value | ' | |
Fair Value. The Company applies the fair value measurement guidance of Codification Topic 820, Fair Value Measurements and Disclosure for financial assets and liabilities that are required to be measured at fair value and for nonfinancial 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 our 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, quoted market prices are used to determine the fair value of our financial instruments and classify such items in Level 1. In some cases, quoted market prices are used for similar instruments in active markets and classify 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; the Company did not have a client that accounted for more than 10% of the Company’s consolidated accounts receivable at September 30, 2014 or December 31, 2013. Furthermore, the Company did not have a client that accounted for more than 10% of the Company’s revenue for the three and nine months ended September 30, 2014 or for the three and nine months ended September 30, 2013. | ||
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 risk in that there are cash deposits in excess of federally insured amounts. Included in cash and cash equivalents at September 30, 2014 and December 31, 2013, is approximately $6,464 and $44, respectively, of cash restricted as to withdrawal pursuant to various agreements with third parties. | ||
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, as of September 30, 2014 and December 31, 2013 was $15,048 and $12,452, respectively. These investments are periodically evaluated to determine if there have been any other than temporary declines below book value. A variety of factors are considered when determining if a decline in fair value below book value 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. During the nine month period ended September 30, 2014, the Company liquidated one such equity interest position in exchange for an aggregate purchase price equal to $7,700. The purchaser of this equity investment was a current investor in such entity and an executive officer of one of our subsidiary partner agencies. | ||
Business Combinations | ' | |
Business Combinations. Valuation of acquired companies is 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. Consistent with the acquisition strategy and past practice of acquiring a majority ownership position, most acquisitions completed after 2010 included an initial payment at the time of closing and provide for future additional contingent purchase price payments. Contingent payments for these transactions, as well as certain acquisitions completed in prior years, are derived using the performance of the acquired entity and are based on predetermined formulas. Contingent purchase price obligations for acquisitions completed prior to January 1, 2009 are accrued when the contingency is resolved and payment is certain. Contingent purchase price obligations related to acquisitions completed subsequent to December 31, 2008 are recorded as liabilities at estimated value and are remeasured at each reporting period and changes in estimated value are recorded in results of operations. For the three months ended September 30, 2014 and 2013, $2,623 and $717 of expense was recognized in operations related to changes in estimated value, respectively. For the nine months ended September 30, 2014 and 2013, $14,716 and $5,400 of expense was recognized in operations related to changes in estimated value, respectively. In addition, certain acquisitions also include put/call obligations for additional equity ownership interests. The estimated value of these interests is recorded as Redeemable Noncontrolling Interests. As of January 1, 2009, the Company expenses acquisition related costs in accordance with the Accounting Standard’s Codification’s guidance on acquisition accounting. For the three months ended September 30, 2014 and 2013, $1,658 and $427 of acquisition related costs have been charged to operations, respectively. For the nine months ended September 30, 2014 and 2013, $3,713 and $1,438 of acquisition related costs have been charged to operations, respectively. | ||
For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses 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. 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 that the Company acquires is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the Company’s existing client relationships. The expected benefits of the acquisitions are typically shared across multiple agencies and regions. | ||
Redeemable Noncontrolling Interest | ' | |
Redeemable Noncontrolling Interest. The minority interest shareholders of certain subsidiaries have the right to require the Company to acquire their ownership interest under certain circumstances pursuant to a contractual arrangement and the Company has similar call options under the same contractual terms. The amount of consideration under the put and call rights is not a fixed amount, but rather is dependent upon 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 through the date of exercise, etc. as described in Note 11. | ||
The Company has recorded the value of put options held by noncontrolling interests as mezzanine equity at their current estimated redemption amounts. The Company accrues changes in the redemption amounts over the period from the date of issuance to the earliest redemption date of the put options. The Company accounts for the put options with a charge to noncontrolling interests to reflect the excess, if any, of the estimated exercise price over the estimated fair value of the noncontrolling interest shares at the date of the option being exercised. For the three and nine months ended September 30, 2014 and 2013, there have been no charges to noncontrolling interests. Changes in the estimated redemption amounts of the put options are adjusted at each reporting period with a corresponding adjustment to equity. These adjustments will not impact the calculation of earnings per share. | ||
Variable Interest Entity | ' | |
Variable Interest Entity. Effective March 28, 2012, the Company invested in Doner Partners LLC (“Doner”), and has determined that this entity is a variable interest entity (“VIE”) and is consolidated for all periods subsequent to the date of investment. The Company acquired a 30% voting interest and convertible preferred interests that allow the Company to increase ordinary voting ownership to 70% at MDC’s option. Doner is a full service integrated creative agency that is included as part of our portfolio in the Strategic Marketing Services Segment. The Company’s Credit Agreement is guaranteed and secured by all of Doner’s assets. | ||
The Company has determined that it is the primary beneficiary because MDC receives a disproportionate share of profits and losses as compared to the Company’s ownership percentage. Total assets and total liabilities of Doner included in the Company’s consolidated balance sheet at September 30, 2014 were $231,216 and $173,768, respectively and at December 31, 2013 were $224,964 and $179,500, respectively. | ||
Revenue Recognition | ' | |
Revenue Recognition. The Company’s revenue recognition policies are as required by the Revenue Recognition topics of the FASB Accounting Standards Codification, and accordingly, revenue is generally recognized as services are provided or upon delivery of the products when ownership and risk of loss has transferred to the customer, the selling price is fixed or determinable and collection of the resulting receivable is reasonably assured. The Company follows the Revenue Arrangements with Multiple Deliverables topic of the FASB Accounting Standards Codification issued. This topic 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 recognizes revenue based on the relative selling price of each multiple deliverable when delivered. The Company also follows the topic of the FASB Accounting Standards Codification Reporting Revenue Gross as a Principal versus Net as an Agent. This issue summarizes the EITF’s views on when revenue should be recorded at the gross amount billed because it has earned revenue from the sale of goods or services, or the net amount retained because it has earned a fee or commission. The Company also follows Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred, for reimbursements received for out-of-pocket expenses. This issue summarizes the EITF’s views 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 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. | ||
A small portion of the Company’s contractual arrangements with customers includes performance incentive provisions, which allows the Company to earn additional revenues 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. | ||
Interest Expense | ' | |
Interest Expense. Interest expense primarily consists of the cost of borrowing on the revolving credit agreement and Senior Notes. The Company amortizes deferred financing costs using the effective interest method over the life of the Senior Notes and straight line over the life of the revolving credit agreement. | ||
Income Tax | ' | |
Income Taxes. The Company’s US 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 profits, while noncontrolling holders are responsible for taxes on their share of the profits. The Company currently has a fully reserved valuation allowance for its US net operating losses. During the three and nine months ended September 30, 2014 and 2013, the effective tax rate was generally lower than the statutory rate due to losses in non-US based entities where a valuation allowance was not deemed necessary and utilization of previously fully reserved net operating losses. | ||
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, which is the award’s vesting period. 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 into operating income over the service period, that is the vesting period of the award. Changes in the Company’s payment obligation prior to the settlement date 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 both the Black-Scholes option pricing-model and a lattice based model (Monte Carlo) and is recorded in operating income over the service period that is the vesting period of the award. The lattice based model is used for awards which are subject to achieving stock performance targets. | ||
It is the Company’s policy for issuing shares upon the exercise 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 delivery of 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. However, awards based on performance conditions are recorded as compensation expense when the performance conditions are expected to 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 acquisitions include an element of compensation related payments. The Company accounts for those payments as stock-based compensation. | ||
During the nine months ended September 30, 2014, the Company issued 319,283 restricted stock units (“RSUs”) to its employees and directors. The RSUs have an aggregate grant date fair value of $7,483 and generally vest on the third anniversary date with certain awards subjected to accelerated vesting based on the financial performance of the Company. | ||
A total of 795,883 Class A shares of restricted stock, granted to employees as equity incentive awards but not yet vested, have been excluded in the Company’s calculation of Class A shares outstanding as of September 30, 2014. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Redeemable Noncontrolling Interest | ' | |||||||
The following table presents changes in Redeemable Noncontrolling Interests. | ||||||||
Nine Months Ended September 30, 2014 | Year Ended December 31, 2013 | |||||||
Beginning Balance | $ | 148,534 | $ | 117,953 | ||||
Redemptions | (3,592 | ) | (4,270 | ) | ||||
Granted | 13,720 | — | ||||||
Changes in redemption value | 27,768 | 35,689 | ||||||
Currency Translation Adjustments | (505 | ) | (838 | ) | ||||
Ending Balance | $ | 185,925 | $ | 148,534 | ||||
Loss_Per_Common_Share_Tables
Loss Per Common Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
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 income (loss) per common share from continuing operations. | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator | ||||||||||||||||
Numerator for basic income (loss) per common share - loss from continuing operations | $ | (3,197 | ) | $ | (11,901 | ) | $ | 7,796 | $ | (39,244 | ) | |||||
Net income attributable to the noncontrolling interests | (1,685 | ) | (1,911 | ) | (4,796 | ) | (4,407 | ) | ||||||||
Net income (loss) attributable to MDC Partners Inc. common shareholders | (4,882 | ) | (13,812 | ) | 3,000 | (43,651 | ) | |||||||||
Effect of dilutive securities | — | — | — | — | ||||||||||||
Numerator for diluted income (loss) per common share - loss attributable to MDC Partners Inc. common shareholders from continuing operations | $ | (4,882 | ) | $ | (13,812 | ) | $ | 3,000 | $ | (43,651 | ) | |||||
Denominator | ||||||||||||||||
Denominator for basic income (loss) per common share - weighted average common shares | 49,630,532 | 47,205,699 | 49,506,427 | 47,052,944 | ||||||||||||
Effect of dilutive securities | — | — | 627,836 | — | ||||||||||||
Denominator for diluted income (loss) per common share - adjusted weighted shares and assumed conversions | 49,630,532 | 47,205,699 | 50,134,263 | 47,052,944 | ||||||||||||
Basic income (loss) per common share from continuing operations | $ | (0.10 | ) | $ | (0.29 | ) | $ | 0.06 | $ | (0.93 | ) | |||||
Diluted income (loss) per common share from continuing operations | $ | (0.10 | ) | $ | (0.29 | ) | $ | 0.06 | $ | (0.93 | ) | |||||
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Schedule of Net Income (Loss) Attributable to Parent and Transfers to and from Noncontrolling Interest | ' | |||||||||||||||
Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the nine months ended September 30, were as follows: | ||||||||||||||||
Net Income (Loss) Attributable to MDC Partners Inc. and | ||||||||||||||||
Transfers (to) from the Noncontrolling Interest | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net income (loss) attributable to MDC Partners Inc. | $ | (4,922 | ) | $ | (21,200 | ) | $ | 2,702 | $ | (54,542 | ) | |||||
Transfers to (from) the noncontrolling Interest: | ||||||||||||||||
Increase (decrease) in MDC Partners Inc. paid in capital for purchase of equity interests in excess of Redeemable Noncontrolling Interests and Noncontrolling Interests | 109 | 1,531 | (6,129 | ) | 11,347 | |||||||||||
Net transfers to (from) noncontrolling interest | $ | 109 | $ | 1,531 | $ | (6,129 | ) | $ | 11,347 | |||||||
Change from net loss attributable to MDC Partners Inc. and transfers to non controlling interest | $ | (4,813 | ) | $ | (19,669 | ) | $ | (3,427 | ) | $ | (43,195 | ) | ||||
Accruals_and_Other_Liabilities1
Accruals and Other Liabilities (Tables) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Accrued and Other Liabilities [Abstract] | ' | |||
Accrued and Other Liabilities Disclosure | ' | |||
Changes in noncontrolling interest amounts included in accrued and other liabilities for the year ended December 31, 2013 and nine months ended September 30, 2014 were as follows: | ||||
Noncontrolling | ||||
Interests | ||||
Balance, December 31, 2012 | $ | 3,624 | ||
Income attributable to noncontrolling interests | 6,461 | |||
Distributions made | (5,525 | ) | ||
Cumulative translation adjustments | 650 | |||
Balance, December 31, 2013 | $ | 5,210 | ||
Income attributable to noncontrolling interests | 4,796 | |||
Distributions made | (6,014 | ) | ||
Other (1) | 111 | |||
Balance, September 30, 2014 | $ | 4,103 | ||
(1) Other primarily relates to step-up transactions, discontinued operations, and cumulative translation adjustments. |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | ' | |||||||||||||||
Included in discontinued operations in the Company’s consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013 was the following: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended | |||||||||||||||
September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue | $ | — | $ | 531 | $ | — | $ | 3,245 | ||||||||
Operating loss | $ | (40 | ) | $ | (922 | ) | $ | (298 | ) | $ | (2,799 | ) | ||||
Other expense | $ | — | $ | (20 | ) | $ | — | $ | (117 | ) | ||||||
Noncontrolling interest expense (recovery) | — | 1 | — | (55 | ) | |||||||||||
Loss on disposal | — | (6,447 | ) | — | (7,920 | ) | ||||||||||
Net loss from discontinued operations attributable to MDC Partners Inc., net of taxes | $ | (40 | ) | $ | (7,388 | ) | $ | (298 | ) | $ | (10,891 | ) | ||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt | ' | |||||||
Debt consists of: | ||||||||
September 30, | 31-Dec-13 | |||||||
2014 | ||||||||
Revolving credit agreement | $ | — | $ | — | ||||
6.75% Senior Notes due 2020 | 735,000 | 660,000 | ||||||
Original issue premium | 7,296 | 4,056 | ||||||
Notes payable and other bank loans | 80 | 120 | ||||||
742,376 | 664,176 | |||||||
Obligations under capital leases | 1,422 | 952 | ||||||
743,798 | 665,128 | |||||||
Less current portion: | 650 | 467 | ||||||
$ | 743,148 | $ | 664,661 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Fair Value, Inputs, Level 1 | ' | |||||||||||||||
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | ' | |||||||||||||||
The following tables present certain information for our financial liabilities that is disclosed at fair value on a recurring basis at September 30, 2014 and December 31, 2013: | ||||||||||||||||
Level 1 | Level 1 | |||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Carrying | Fair Value | Carrying | Fair Value | |||||||||||||
Amount | Amount | |||||||||||||||
Liabilities: | ||||||||||||||||
6.75% Notes due 2020 | $ | 742,296 | $ | 768,075 | $ | 664,056 | $ | 690,525 | ||||||||
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 | ||||||||||||||||
(Level 3) | ||||||||||||||||
September 30, | December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Beginning Balance of contingent payments | $ | 151,848 | $ | 194,795 | ||||||||||||
Payments | (61,138 | ) | (106,460 | ) | ||||||||||||
Grants (1) | 71,575 | 31,608 | ||||||||||||||
Redemption value adjustments (2) | 17,882 | 38,712 | ||||||||||||||
Transfers to fixed payments | (5,146 | ) | (6,318 | ) | ||||||||||||
Foreign translation adjustment | (1,003 | ) | (489 | ) | ||||||||||||
Ending Balance of contingent payments | $ | 174,018 | $ | 151,848 | ||||||||||||
(1) Grants are the initial estimated deferred acquisition payments of new acquisitions completed within that fiscal | ||||||||||||||||
period. | ||||||||||||||||
(2) 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. |
Other_Income_Expense_Tables
Other Income (Expense) (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Other Income and Expenses [Abstract] | ' | |||||||||||||||
Schedule of Other Nonoperating Income (Expense) | ' | |||||||||||||||
Other Income (Expense) | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Other income (expense) | $ | 1,387 | $ | (2 | ) | $ | 1,767 | $ | (304 | ) | ||||||
Distribution in excess of carrying value | — | — | — | 3,058 | ||||||||||||
Foreign currency income (loss) | (11,046 | ) | 1,738 | (10,661 | ) | (1,209 | ) | |||||||||
$ | (9,659 | ) | $ | 1,736 | $ | (8,894 | ) | $ | 1,545 | |||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | |||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ' | ' | ||||||||||||||||||||||||||||||
Schedule of Segment Reporting Information, by Segment | ' | ' | ||||||||||||||||||||||||||||||
Strategic | Performance | Corporate | Total | Strategic | Performance | Corporate | Total | |||||||||||||||||||||||||
Marketing | Marketing | Marketing | Marketing | |||||||||||||||||||||||||||||
Services | Services | Services | Services | |||||||||||||||||||||||||||||
Revenue | $ | 655,262 | $ | 281,916 | $ | — | $ | 937,178 | Revenue | $ | 228,297 | $ | 98,593 | $ | — | $ | 326,890 | |||||||||||||||
Cost of services sold | 419,371 | 189,009 | — | 608,380 | Cost of services sold | 148,157 | 68,348 | — | 216,505 | |||||||||||||||||||||||
Office and general expenses | 134,022 | 67,496 | 33,025 | 234,543 | Office and general expenses | 47,455 | 19,419 | 10,937 | 77,811 | |||||||||||||||||||||||
Depreciation and amortization | 16,874 | 16,275 | 1,356 | 34,505 | Depreciation and amortization | 6,790 | 5,269 | 421 | 12,480 | |||||||||||||||||||||||
Operating Profit (loss) | 84,995 | 9,136 | (34,381 | ) | 59,750 | Operating Profit (Loss) | 25,895 | 5,557 | (11,358 | ) | 20,094 | |||||||||||||||||||||
Other Income (Expense): | Other Income (Expense): | |||||||||||||||||||||||||||||||
Other expense, net | (8,894 | ) | Other expense, net | (9,659 | ) | |||||||||||||||||||||||||||
Interest expense, net | (40,502 | ) | Interest expense and finance charges, net | (13,976 | ) | |||||||||||||||||||||||||||
Income from continuing operations before income taxes and equity in non-consolidated affiliates | 10,354 | Loss from continuing operations before income taxes and equity in non-consolidated affiliates | (3,541 | ) | ||||||||||||||||||||||||||||
Income tax expense | 2,781 | Income tax benefit | (263 | ) | ||||||||||||||||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | 7,573 | Loss from continuing operations before equity in non-consolidated affiliates | (3,278 | ) | ||||||||||||||||||||||||||||
Equity in earnings of non-consolidated affiliates | 223 | Equity in earnings of non-consolidated affiliates | 81 | |||||||||||||||||||||||||||||
Income from continuing operations | 7,796 | Loss from continuing operations | (3,197 | ) | ||||||||||||||||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (298 | ) | Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (40 | ) | |||||||||||||||||||||||||||
Net income | 7,498 | Net Loss | (3,237 | ) | ||||||||||||||||||||||||||||
Net income attributable to the non-controlling interests | (4,854 | ) | 58 | — | (4,796 | ) | Net income attributable to the noncontrolling interests | (1,669 | ) | (16 | ) | — | (1,685 | ) | ||||||||||||||||||
Net income attributable to MDC Partners Inc. | $ | 2,702 | Net loss attributable to MDC Partners Inc. | $ | (4,922 | ) | ||||||||||||||||||||||||||
Stock based compensation | $ | 6,067 | $ | 2,684 | $ | 3,482 | $ | 12,233 | Stock based compensation | $ | 1,816 | $ | 477 | $ | 1,144 | $ | 3,437 | |||||||||||||||
Supplemental Segment Information: | Supplemental Segment Information: | |||||||||||||||||||||||||||||||
Capital expenditures | $ | 16,105 | $ | 3,295 | $ | 1,234 | $ | 20,634 | Capital expenditures | $ | 12,111 | $ | 1,250 | $ | 428 | $ | 13,789 | |||||||||||||||
Goodwill and intangibles | $ | 572,454 | $ | 421,330 | $ | — | $ | 993,784 | Strategic | Performance | Corporate | Total | ||||||||||||||||||||
Marketing | Marketing | |||||||||||||||||||||||||||||||
Services | Services | |||||||||||||||||||||||||||||||
Revenue | $ | 587,540 | $ | 254,265 | $ | — | $ | 841,805 | ||||||||||||||||||||||||
Total Assets | $ | 960,194 | $ | 567,329 | $ | 179,805 | $ | 1,707,328 | ||||||||||||||||||||||||
Summary financial information concerning the Company’s operating segments is shown in the following tables: | ||||||||||||||||||||||||||||||||
Cost of services sold | 375,681 | 181,058 | — | 556,739 | ||||||||||||||||||||||||||||
Three Months Ended September 30, 2014 | ||||||||||||||||||||||||||||||||
(thousands of United States dollars) | ||||||||||||||||||||||||||||||||
Office and general expenses | 115,759 | 53,358 | 47,916 | 217,033 | ||||||||||||||||||||||||||||
Strategic | Performance | Corporate | Total | |||||||||||||||||||||||||||||
Marketing | Marketing | |||||||||||||||||||||||||||||||
Services | Services | Depreciation and amortization | 17,334 | 10,106 | 989 | 28,429 | ||||||||||||||||||||||||||
Revenue | $ | 228,297 | $ | 98,593 | $ | — | $ | 326,890 | ||||||||||||||||||||||||
Operating Profit (Loss) | 78,766 | 9,743 | (48,905 | ) | 39,604 | |||||||||||||||||||||||||||
Cost of services sold | 148,157 | 68,348 | — | 216,505 | ||||||||||||||||||||||||||||
Other Income (Expense): | ||||||||||||||||||||||||||||||||
Office and general expenses | 47,455 | 19,419 | 10,937 | 77,811 | ||||||||||||||||||||||||||||
Other income, net | 1,545 | |||||||||||||||||||||||||||||||
Interest expense, net | (88,778 | ) | ||||||||||||||||||||||||||||||
Depreciation and amortization | 6,790 | 5,269 | 421 | 12,480 | ||||||||||||||||||||||||||||
Loss from continuing operations before income taxes, equity in affiliates | (47,629 | ) | ||||||||||||||||||||||||||||||
Operating Profit (Loss) | 25,895 | 5,557 | (11,358 | ) | 20,094 | |||||||||||||||||||||||||||
Income tax benefit | (8,189 | ) | ||||||||||||||||||||||||||||||
Other Income (Expense): | ||||||||||||||||||||||||||||||||
Loss from continuing operations before equity in affiliates | (39,440 | ) | ||||||||||||||||||||||||||||||
Other expense, net | (9,659 | ) | ||||||||||||||||||||||||||||||
Equity in earnings of non-consolidated affiliates | 196 | |||||||||||||||||||||||||||||||
Interest expense and finance charges, net | (13,976 | ) | ||||||||||||||||||||||||||||||
Loss from continuing operations | (39,244 | ) | ||||||||||||||||||||||||||||||
Loss from continuing operations before income taxes and equity in non-consolidated affiliates | (3,541 | ) | ||||||||||||||||||||||||||||||
Income tax benefit | (263 | ) | ||||||||||||||||||||||||||||||
Loss from discontinuing operations attributable to MDC Partners Inc., net of taxes | (10,891 | ) | ||||||||||||||||||||||||||||||
Loss from continuing operations before equity in non-consolidated affiliates | (3,278 | ) | ||||||||||||||||||||||||||||||
Net loss | (50,135 | ) | ||||||||||||||||||||||||||||||
Equity in earnings of non-consolidated affiliates | 81 | |||||||||||||||||||||||||||||||
Net income attributable to the noncontrolling interests | (3,578 | ) | (829 | ) | — | (4,407 | ) | |||||||||||||||||||||||||
Loss from continuing operations | (3,197 | ) | ||||||||||||||||||||||||||||||
Net loss attributable to MDC Partners Inc. | $ | (54,542 | ) | |||||||||||||||||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (40 | ) | ||||||||||||||||||||||||||||||
Stock based compensation | $ | 4,815 | $ | 2,505 | $ | 29,370 | $ | 36,690 | ||||||||||||||||||||||||
Net Loss | (3,237 | ) | ||||||||||||||||||||||||||||||
Supplemental Segment Information: | ||||||||||||||||||||||||||||||||
Net income attributable to the noncontrolling interests | (1,669 | ) | (16 | ) | — | (1,685 | ) | |||||||||||||||||||||||||
Capital expenditures | $ | 8,223 | $ | 4,225 | $ | 1,528 | $ | 13,976 | ||||||||||||||||||||||||
Net loss attributable to MDC Partners Inc. | $ | (4,922 | ) | |||||||||||||||||||||||||||||
Goodwill and intangibles | $ | 520,408 | $ | 241,737 | $ | — | $ | 762,145 | ||||||||||||||||||||||||
Stock based compensation | $ | 1,816 | $ | 477 | $ | 1,144 | $ | 3,437 | ||||||||||||||||||||||||
Total Assets | $ | 845,342 | $ | 376,577 | $ | 143,768 | $ | 1,365,687 | ||||||||||||||||||||||||
Supplemental Segment Information: | ||||||||||||||||||||||||||||||||
Capital expenditures | $ | 12,111 | $ | 1,250 | $ | 428 | $ | 13,789 | ||||||||||||||||||||||||
Three Months Ended September 30, 2013 | ||||||||||||||||||||||||||||||||
(thousands of United States dollars) | ||||||||||||||||||||||||||||||||
Strategic | Performance | Corporate | Total | |||||||||||||||||||||||||||||
Marketing | Marketing | |||||||||||||||||||||||||||||||
Services | Services | |||||||||||||||||||||||||||||||
Revenue | $ | 203,440 | $ | 85,230 | $ | — | $ | 288,670 | ||||||||||||||||||||||||
Cost of services sold | 128,300 | 60,904 | — | 189,204 | ||||||||||||||||||||||||||||
Office and general expenses | 40,995 | 14,759 | 33,074 | 88,828 | ||||||||||||||||||||||||||||
Depreciation and amortization | 5,807 | 3,358 | 297 | 9,462 | ||||||||||||||||||||||||||||
Operating Profit (loss) | 28,338 | 6,209 | (33,371 | ) | 1,176 | |||||||||||||||||||||||||||
Other Income (Expense): | ||||||||||||||||||||||||||||||||
Other income, net | 1,736 | |||||||||||||||||||||||||||||||
Interest expense, net | (10,552 | ) | ||||||||||||||||||||||||||||||
Loss from continuing operations before income taxes and equity in non-consolidated affiliates | (7,640 | ) | ||||||||||||||||||||||||||||||
Income tax expense | 4,334 | |||||||||||||||||||||||||||||||
Loss from continuing operations before equity in non-consolidated affiliates | (11,974 | ) | ||||||||||||||||||||||||||||||
Equity in earnings of non-consolidated affiliates | 73 | |||||||||||||||||||||||||||||||
Loss from continuing operations | (11,901 | ) | ||||||||||||||||||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (7,388 | ) | ||||||||||||||||||||||||||||||
Net Loss | (19,289 | ) | ||||||||||||||||||||||||||||||
Net income attributable to the non-controlling interests | (1,471 | ) | (440 | ) | — | (1,911 | ) | |||||||||||||||||||||||||
Net loss attributable to MDC Partners Inc. | $ | (21,200 | ) | |||||||||||||||||||||||||||||
Stock based compensation | $ | 1,835 | $ | 646 | $ | 24,954 | $ | 27,435 | ||||||||||||||||||||||||
Supplemental Segment Information: | ||||||||||||||||||||||||||||||||
Capital expenditures | $ | 2,617 | $ | 844 | $ | 908 | $ | 4,369 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
States | ||||||||||||||||||||||||||||||||
Revenue | ||||||||||||||||||||||||||||||||
Three Months Ended September 30, | ||||||||||||||||||||||||||||||||
2014 | $ | 263,796 | $ | 38,052 | $ | 25,042 | $ | 326,890 | ||||||||||||||||||||||||
2013 | $ | 237,260 | $ | 33,892 | $ | 17,518 | $ | 288,670 | ||||||||||||||||||||||||
Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||
2014 | $ | 765,699 | $ | 107,993 | $ | 63,486 | $ | 937,178 | ||||||||||||||||||||||||
2013 | $ | 694,670 | $ | 99,897 | $ | 47,238 | $ | 841,805 | ||||||||||||||||||||||||
Significant_Accounting_Policie3
Significant Accounting Policies (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Accounting Policies [Abstract] | ' | ' |
Beginning Balance | $148,534 | $117,953 |
Redemptions | -3,592 | -4,270 |
Granted | 13,720 | 0 |
Changes in redemption value | 27,768 | 35,689 |
Currency Translation Adjustments | -505 | -838 |
Ending Balance | $185,925 | $148,534 |
Significant_Accounting_Policie4
Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 28, 2012 | Sep. 30, 2014 | Dec. 31, 2013 |
Common Class A | Doner | Doner | Doner | ||||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost Method Investments | $15,048 | ' | $15,048 | ' | $12,452 | ' | ' | ' | ' |
Proceeds from Sale of Other Investments | ' | ' | 7,700 | ' | ' | ' | ' | ' | ' |
Consolidated Accounts Receivable Percentage | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' |
Consolidated Largest Client Revenue | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents, Noncurrent | 6,464 | ' | 6,464 | ' | 44 | ' | ' | ' | ' |
Business Acquisition, Increase (Decrease) in Contingent Purchase Price Obligation | 2,623 | 717 | 14,716 | 5,400 | ' | ' | ' | ' | ' |
Business Combination, Acquisition Related Costs | 1,658 | 427 | 3,713 | 1,438 | ' | ' | ' | ' | ' |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' |
Ownership Interest Percentage Increase On Exercise Of Option | ' | ' | ' | ' | ' | ' | 70.00% | ' | ' |
Assets | 1,707,328 | 1,365,687 | 1,707,328 | 1,365,687 | 1,425,227 | ' | ' | 231,216 | 224,964 |
Liabilities | 1,794,047 | ' | 1,794,047 | ' | 1,553,305 | ' | ' | 173,768 | 179,500 |
Aggregate Grant Date Fair Value | ' | ' | $7,483 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | 319,283 | ' | ' | 795,883 | ' | ' | ' |
Loss_Per_Common_Share_Details
Loss Per Common Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerator | ' | ' | ' | ' |
Numerator for basic income (loss) per common share - loss from continuing operations | ($3,197) | ($11,901) | $7,796 | ($39,244) |
Net income attributable to the noncontrolling interests | -1,685 | -1,911 | -4,796 | -4,407 |
Net income (loss) attributable to MDC Partners Inc. common shareholders | -4,882 | -13,812 | 3,000 | -43,651 |
Effect of dilutive securities | 0 | 0 | 0 | 0 |
Numerator for diluted income (loss) per common share - loss attributable to MDC Partners Inc. common shareholders from continuing operations | ($4,882) | ($13,812) | $3,000 | ($43,651) |
Denominator | ' | ' | ' | ' |
Denominator for basic income (loss) per common share - weighted average common shares | 49,630,532 | 47,205,699 | 49,506,427 | 47,052,944 |
Effect of dilutive securities | 0 | 0 | 627,836 | 0 |
Denominator for diluted income (loss) per common share - adjusted weighted shares and assumed conversions | 49,630,532 | 47,205,699 | 50,134,263 | 47,052,944 |
Income (loss) from continuing operations attributable to MDC Partners Inc. common shareholders (usd per share) | ($0.10) | ($0.29) | $0.06 | ($0.93) |
Income (loss) from continuing operations attributable to MDC Partners Inc. common shareholders (usd per share) | ($0.10) | ($0.29) | $0.06 | ($0.93) |
Loss_Per_Common_Share_Details_
Loss Per Common Share (Details Textual) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,111,055 | 1,111,055 | 3,698,058 |
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 | 998,555 | 998,555 | 3,623,058 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Business Combinations [Abstract] | ' | ' | ' | ' |
Net income (loss) attributable to MDC Partners Inc. | ($4,922) | ($21,200) | $2,702 | ($54,542) |
Transfers to (from) the noncontrolling Interest: | ' | ' | ' | ' |
Increase (decrease) in MDC Partners Inc. paid in capital for purchase of equity interests in excess of Redeemable Noncontrolling Interests and Noncontrolling Interests | 109 | 1,531 | -6,129 | 11,347 |
Net transfers to (from) noncontrolling interest | 109 | 1,531 | -6,129 | 11,347 |
Change from net loss attributable to MDC Partners Inc. and transfers to non controlling interest | ($4,813) | ($19,669) | ($3,427) | ($43,195) |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Jul. 31, 2014 | Sep. 30, 2014 | Jul. 31, 2014 |
Aggregate Year to Date Acquisitions | Aggregate Year to Date Acquisitions | Aggregate Year to Date Acquisitions | Aggregate Year to Date Acquisitions | Aggregate Year to Date Acquisitions | Aggregate Year to Date Acquisitions | Aggregate Year to Date Acquisitions | Aggregate Year to Date Acquisitions | Trapeze Media Limited | Union Advertising Canada LC [Member] | Union Advertising Canada LC [Member] | |||||||
Luntz Global Partners L L C | Kingsdale Partners LP | Hunter PR LLC [Member] [Domain] | Albion Brand Communications Limited [Member] [Domain] [Domain] | Local Biz Now LLC | Union Advertising Canada LC [Member] [Domain] | Trapeze Media Limited | Trapeze Media Limited | ||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
business acquisition, current period revenue | $18,069 | ' | $34,049 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
business acquisition, current period net income | 1,791 | ' | 5,810 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Increase (Decrease) In Contingent Purchase Price Obligation | 2,623 | 717 | 14,716 | 5,400 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Cost of Acquired Entity, Purchase Price | ' | ' | ' | ' | ' | ' | 162,975 | 38,202 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Cost of Acquired Entity, Cash Paid | ' | ' | ' | ' | ' | ' | 67,238 | 12,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Deferred Acquisition Consideration | ' | ' | ' | ' | ' | ' | 95,737 | 26,202 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets | ' | ' | ' | ' | ' | ' | 33,956 | 10,835 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Purchase Price Allocation, Goodwill Amount | ' | ' | ' | ' | ' | ' | 188,988 | 35,956 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonredeemable Noncontrolling Interest | ' | ' | ' | ' | ' | ' | 63,158 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable Noncontrolling Interest, Equity, Fair Value | 185,925 | ' | 185,925 | ' | 148,534 | 117,953 | 13,720 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable Noncontrolling Interest, Equity, Carrying Amount | ' | ' | ' | ' | ' | ' | ' | 11,090 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Purchase Price Allocation Intangibles and Goodwill Expected Tax Deductible Amount | ' | ' | ' | ' | ' | ' | ' | 46,791 | 107,793 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Step Acquisition Gain on sale of ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $908 | ' |
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of Stock, Percentage of Ownership after Transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | 65.00% | 65.00% | 75.00% | 70.00% | ' | ' | ' |
Accruals_and_Other_Liabilities2
Accruals and Other Liabilities (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Accrued and Other Liabilities [Abstract] | ' | ' |
Beginning balance | $5,210 | $3,624 |
Income attributable to noncontrolling interests | 4,796 | 6,461 |
Distributions made | -6,014 | -5,525 |
Cumulative translation adjustments | ' | 650 |
Other | 111 | ' |
Ending balance | $4,103 | $5,210 |
Accruals_and_Other_Liabilities3
Accruals and Other Liabilities (Details Textual) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Accrued and Other Liabilities [Abstract] | ' | ' |
Accrued Liabilities and Other Liabilities, Total | $152,371,000 | $144,161,000 |
Payments of Ordinary Dividends, Noncontrolling Interest | 4,103,000 | 5,210,000 |
Other Liabilities | $6,422,000 | $0 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' | ' | ' | ' |
Revenue | $0 | $531 | $0 | $3,245 |
Operating loss | -40 | -922 | -298 | -2,799 |
Other expense | 0 | -20 | 0 | -117 |
Noncontrolling interest expense (recovery) | 0 | 1 | 0 | -55 |
Loss on disposal | 0 | -6,447 | 0 | -7,920 |
Net loss from discontinued operations attributable to MDC Partners Inc., net of taxes | ($40) | ($7,388) | ($298) | ($10,891) |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Debt [Line Items] | ' | ' |
Revolving credit agreement | $0 | $0 |
Original issue premium | 7,296,000 | 4,056,000 |
Notes payable and other bank loans | 80,000 | 120,000 |
Debt, Long-term and Short-term, Combined Amount, Total | 742,376,000 | 664,176,000 |
Obligations under capital leases | 1,422,000 | 952,000 |
Debt and Capital Lease Obligations | 743,798,000 | 665,128,000 |
Less current portion: | 650,000 | 467,000 |
Long-term Debt, Excluding Current Maturities, Total | 743,148,000 | 664,661,000 |
Notes due 2020 | ' | ' |
Debt [Line Items] | ' | ' |
Senior Notes | $735,000,000 | $660,000,000 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Oct. 01, 2013 | Mar. 20, 2013 | Sep. 30, 2014 | Nov. 15, 2013 | Mar. 20, 2013 | Apr. 02, 2014 | Sep. 30, 2014 | Mar. 20, 2013 | Oct. 23, 2014 | Mar. 20, 2013 | Oct. 23, 2014 | Mar. 20, 2013 | Mar. 20, 2013 | |
6.75% Notes | 6.75% Notes | 6.75% Notes | 11% Notes | 6.75% Notes issued in November 2013 | 6.75% Notes issued in November 2013 | 6.75% Notes Issued in April 2014 | 6.75% Notes Issued in April 2014 | 6.75% Notes Issued in April 2014 | Wells Fargo Capital Finance, LLC | Wells Fargo Capital Finance, LLC | Wells Fargo Capital Finance, LLC | Wells Fargo Capital Finance, LLC | Wells Fargo Capital Finance, LLC | ||||||
Base Rate | London Interbank Offered Rate (LIBOR) | ||||||||||||||||||
Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Line of Credit, Noncurrent | $0 | ' | $0 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, stated interest rate | ' | ' | ' | ' | ' | 6.75% | 6.75% | 6.75% | 11.00% | ' | 6.75% | ' | ' | 6.75% | ' | ' | ' | 1.25% | 2.00% |
Line of Credit Facility, Increase (Decrease), Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' |
Long-term Line of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000,000 | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | 1-Apr-20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on redemption of notes | 0 | 0 | 0 | -55,588,000 | ' | ' | ' | ' | 55,588,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowing face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000,000 | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 325,000,000 | ' | ' |
Proceeds from Offering | ' | ' | ' | ' | ' | 537,600,000 | ' | ' | ' | 111,925,000 | ' | 77,452,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,125,000 | ' | 3,938,000 | ' | ' | ' | ' | ' | ' | ' |
Expense Related to Distribution or Servicing and Underwriting Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,200,000 | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' |
Interest Paid | ' | ' | 23,247,000 | 18,781,000 | ' | ' | ' | ' | ' | ' | ' | 14 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Redemption Date, One | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Apr-16 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Redemption Date, Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Apr-17 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Redemption Date, Latest For Redemption At Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Apr-18 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Percentage Of Redemption Price, Redemption Date One | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103.38% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Percentage Of Redemption Price, Redemption Date Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.69% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Percentage Of Redemption Price, Redemption Date, Latest For Redemption At Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Percentage Redeemable Redemption Date, Additional | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 106.75% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Percentage Of Redemption Price Redemption Date, Additional | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Percentage Of Redemption Price, Change In Ownership Control | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' |
Letters of Credit Outstanding, Amount | 4,827,000 | ' | 4,827,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2018 | ' | ' | ' |
Accounts Payable, Total | $52,676,000 | ' | $52,676,000 | ' | $34,312,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (6.75% Notes, USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Liabilities: | ' | ' |
Debt instrument, stated interest rate | 6.75% | ' |
Fair Value, Inputs, Level 1 | ' | ' |
Liabilities: | ' | ' |
Long term debt, Carrying Amount | $742,296 | $664,056 |
Long term debt, Fair Value | $768,075 | $690,525 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (Fair Value, Inputs, Level 3, USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | ||
Fair Value, Inputs, Level 3 | ' | ' | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ||
Beginning Balance of contingent payments | $151,848 | $194,795 | ||
Payments | -61,138 | -106,460 | ||
Grants | 71,575 | [1] | 31,608 | [1] |
Redemption value adjustments | 17,882 | [2] | 38,712 | [2] |
Transfers (to) from fixed payments | -5,146 | -6,318 | ||
Foreign translation adjustment | -1,003 | -489 | ||
Ending Balance of contingent payments | $174,018 | $151,848 | ||
[1] | Grants are the initial estimated deferred acquisition payments of new acquisitions completed within that fiscal period. | |||
[2] | Redemption value adjustments are fair value changes from the Companybs 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. |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details Textual) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Disclosures [Abstract] | ' | ' |
Deferred Acquisition Consideration, Fixed Payments | $35,898 | $2,065 |
Business Acquisition, Contingent Consideration Potential Cash Payment, Total | $209,916 | $153,913 |
Other_Income_Expense_Details
Other Income (Expense) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Other Income and Expenses [Abstract] | ' | ' | ' | ' |
Other income (expense) | $1,387 | ($2) | $1,767 | ($304) |
Distribution in excess of carrying value | 0 | 0 | 0 | 3,058 |
Foreign currency loss | -11,046 | 1,738 | -10,661 | -1,209 |
Other income (expense), net | ($9,659) | $1,736 | ($8,894) | $1,545 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | $326,890 | $288,670 | $937,178 | $841,805 | ' |
Cost of services sold | 216,505 | 189,204 | 608,380 | 556,739 | ' |
Office and general expenses | 77,811 | 88,828 | 234,543 | 217,033 | ' |
Depreciation and amortization | 12,480 | 9,462 | 34,505 | 28,429 | ' |
Operating Profit (Loss) | 20,094 | 1,176 | 59,750 | 39,604 | ' |
Other Income (Expense): | ' | ' | ' | ' | ' |
Other income, net | -9,659 | 1,736 | -8,894 | 1,545 | ' |
Interest expense, net | -13,976 | -10,552 | -40,502 | -88,778 | ' |
Loss from continuing operations before income taxes, equity in affiliates | -3,541 | -7,640 | 10,354 | -47,629 | ' |
Income tax benefit | -263 | 4,334 | 2,781 | -8,189 | ' |
Loss from continuing operations before equity in affiliates | -3,278 | -11,974 | 7,573 | -39,440 | ' |
Equity in earnings of non-consolidated affiliates | 81 | 73 | 223 | 196 | ' |
Loss from continuing operations | -3,197 | -11,901 | 7,796 | -39,244 | ' |
Loss from discontinuing operations attributable to MDC Partners Inc., net of taxes | -40 | -7,388 | -298 | -10,891 | ' |
Net income (loss) | -3,237 | -19,289 | 7,498 | -50,135 | ' |
Net income attributable to the noncontrolling interests | -1,685 | -1,911 | -4,796 | -4,407 | ' |
Net loss attributable to MDC Partners Inc. | -4,922 | -21,200 | 2,702 | -54,542 | ' |
Stock based compensation | 3,437 | 27,435 | 12,233 | 36,690 | ' |
Supplemental Segment Information: | ' | ' | ' | ' | ' |
Capital expenditures | 13,789 | 4,369 | 20,634 | 13,976 | ' |
Goodwill and intangibles | 993,784 | 762,145 | 993,784 | 762,145 | ' |
Total Assets | 1,707,328 | 1,365,687 | 1,707,328 | 1,365,687 | 1,425,227 |
Strategic Marketing Services | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 228,297 | 203,440 | 655,262 | 587,540 | ' |
Cost of services sold | 148,157 | 128,300 | 419,371 | 375,681 | ' |
Office and general expenses | 47,455 | 40,995 | 134,022 | 115,759 | ' |
Depreciation and amortization | 6,790 | 5,807 | 16,874 | 17,334 | ' |
Operating Profit (Loss) | 25,895 | 28,338 | 84,995 | 78,766 | ' |
Other Income (Expense): | ' | ' | ' | ' | ' |
Net income attributable to the noncontrolling interests | -1,669 | -1,471 | -4,854 | -3,578 | ' |
Stock based compensation | 1,816 | 1,835 | 6,067 | 4,815 | ' |
Supplemental Segment Information: | ' | ' | ' | ' | ' |
Capital expenditures | 12,111 | 2,617 | 16,105 | 8,223 | ' |
Goodwill and intangibles | 572,454 | 520,408 | 572,454 | 520,408 | ' |
Total Assets | 960,194 | 845,342 | 960,194 | 845,342 | ' |
Performance Marketing Services | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 98,593 | 85,230 | 281,916 | 254,265 | ' |
Cost of services sold | 68,348 | 60,904 | 189,009 | 181,058 | ' |
Office and general expenses | 19,419 | 14,759 | 67,496 | 53,358 | ' |
Depreciation and amortization | 5,269 | 3,358 | 16,275 | 10,106 | ' |
Operating Profit (Loss) | 5,557 | 6,209 | 9,136 | 9,743 | ' |
Other Income (Expense): | ' | ' | ' | ' | ' |
Net income attributable to the noncontrolling interests | -16 | -440 | 58 | -829 | ' |
Stock based compensation | 477 | 646 | 2,684 | 2,505 | ' |
Supplemental Segment Information: | ' | ' | ' | ' | ' |
Capital expenditures | 1,250 | 844 | 3,295 | 4,225 | ' |
Goodwill and intangibles | 421,330 | 241,737 | 421,330 | 241,737 | ' |
Total Assets | 567,329 | 376,577 | 567,329 | 376,577 | ' |
Corporate | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 0 | 0 | 0 | 0 | ' |
Cost of services sold | 0 | 0 | 0 | 0 | ' |
Office and general expenses | 10,937 | 33,074 | 33,025 | 47,916 | ' |
Depreciation and amortization | 421 | 297 | 1,356 | 989 | ' |
Operating Profit (Loss) | -11,358 | -33,371 | -34,381 | -48,905 | ' |
Other Income (Expense): | ' | ' | ' | ' | ' |
Net income attributable to the noncontrolling interests | 0 | 0 | 0 | 0 | ' |
Stock based compensation | 1,144 | 24,954 | 3,482 | 29,370 | ' |
Supplemental Segment Information: | ' | ' | ' | ' | ' |
Capital expenditures | 428 | 908 | 1,234 | 1,528 | ' |
Goodwill and intangibles | 0 | 0 | 0 | 0 | ' |
Total Assets | $179,805 | $143,768 | $179,805 | $143,768 | ' |
Segment_Information_Details_1
Segment Information (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $326,890 | $288,670 | $937,178 | $841,805 |
Other Segments | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 25,042 | 17,518 | 63,486 | 47,238 |
United States | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | 263,796 | 237,260 | 765,699 | 694,670 |
Canada | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenue | $38,052 | $33,892 | $107,993 | $99,897 |
Commitments_Contingencies_and_1
Commitments, Contingencies and Guarantees (Details Textual) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Estimated Payments For Put Option Excluding Termination | $22,348 |
Estimated Issuance of Share Capital for Purchase of Ownership Interest on Exercise of Put Options | 1,538 |
Estimated Payment for Put Options Upon Termination | 168,027 |
Estimated Aggregate Amount For Put Options | 185,925 |
Investment Commitments | 13,018 |
Letters of Credit Outstanding, Amount | $4,827 |
Related_Party_Transactions_Rel
Related Party Transactions Related Party Transactions (Details) (Trapeze Media Limited [Member], USD $) | 0 Months Ended | 3 Months Ended | |
In Thousands, unless otherwise specified | Jul. 31, 2014 | Sep. 30, 2014 | Jul. 31, 2014 |
Union Advertising Canada LC [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | ' | 18.00% |
Business Acquisition, Related Party Voting Interest Acquired | ' | ' | 54.00% |
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | $5,281 | ' | ' |
Business Combination, Consideration Transferred | 4,373 | ' | ' |
Business Combination, Step Acquisition Gain on sale of ownership percentage | ' | $908 | ' |
Union Advertising Canada LC [Member] | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' |
Sale of Stock, Percentage of Ownership after Transaction | 100.00% | ' | ' |