Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Jun. 30, 2014 | Feb. 22, 2015 |
Document Information [Line Items] | |||
Trading Symbol | MDCA | ||
Entity Registrant Name | MDC PARTNERS INC | ||
Entity Central Index Key | 876883 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $916 | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 50,494,080 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,755 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||
Services | $1,223,512 | $1,062,478 | $972,973 |
Operating Expenses: | |||
Cost of services sold | 798,518 | 704,969 | 667,329 |
Office and general expenses | 290,073 | 355,964 | 281,166 |
Depreciation and amortization | 47,172 | 36,139 | 42,447 |
Costs and Expenses, Total | 1,135,763 | 1,097,072 | 990,942 |
Operating profit (loss) | 87,749 | -34,594 | -17,969 |
Other Income (Expenses) | |||
Other income | 689 | 2,531 | 450 |
Foreign exchange loss | -18,482 | -5,516 | -1,138 |
Interest expense and finance charges | -55,265 | -45,110 | -46,501 |
Loss on redemption of Notes | 0 | -55,588 | 0 |
Interest income | 418 | 427 | 630 |
Nonoperating Income (Expense), Total | -72,640 | -103,256 | -46,559 |
Income (loss) from continuing operations before income taxes and equity in non-consolidated affiliates | 15,109 | -137,850 | -64,528 |
Income tax expense (benefit) | 12,422 | -4,367 | 9,553 |
Income (loss) from continuing operations before equity in non-consolidated affiliates | 2,687 | -133,483 | -74,081 |
Equity in earnings of non-consolidated affiliates | 1,406 | 281 | 633 |
Income (loss) from continuing operations | 4,093 | -133,202 | -73,448 |
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | -21,260 | -9,200 | -5,128 |
Net loss | -17,167 | -142,402 | -78,576 |
Net income attributable to the non controlling interests | -6,890 | -6,461 | -6,863 |
Net loss attributable to MDC Partners Inc. | -24,057 | -148,863 | -85,439 |
Basic and Diluted | |||
Loss from continuing operations attributable to MDC Partners Inc. common shareholders (in USD per share) | ($0.06) | ($2.96) | ($1.74) |
Discontinued operations attributable to MDC Partners Inc. common shareholders (in USD per share) | ($0.43) | ($0.20) | ($0.11) |
Net loss attributable to MDC Partners Inc. common shareholders (in USD per share) | ($0.49) | ($3.16) | ($1.85) |
Weighted Average Number of Common Shares Outstanding: | |||
Basic and diluted (in shares) | 49,545,350 | 47,108,406 | 46,090,160 |
Stock based compensation expense is included in the following line items above: | |||
Cost of services sold | 9,883 | 7,222 | 4,762 |
Office and general expenses | 7,813 | 93,183 | 27,435 |
Total | $17,696 | $100,405 | $32,197 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Comprehensive Loss | |||
Net loss | ($17,167) | ($142,402) | ($78,576) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency cumulative translation adjustment | 1,736 | -299 | 2,548 |
Benefit plan adjustment, net of income tax benefit of $1,112 for 2014 and income tax expense of $1,112 for 2013 | -10,403 | 6,936 | -5,329 |
Other comprehensive income (loss) | -8,667 | 6,637 | -2,781 |
Comprehensive loss for the year | -25,834 | -135,765 | -81,357 |
Comprehensive loss attributable to the noncontrolling interests | -5,178 | -6,450 | -6,869 |
Comprehensive loss attributable to MDC Partners Inc. | ($31,012) | ($142,215) | ($88,226) |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ||
Pension and other postretirement benefit plans, tax | $1,112 | ($1,112) |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets: | ||
Cash and cash equivalents | $119,767 | $102,007 |
Accounts receivable, less allowance for doubtful accounts of $1,409 and $2,011 | 355,295 | 309,796 |
Expenditures billable to clients | 40,202 | 63,246 |
Other current assets | 36,978 | 25,458 |
Total Current Assets | 552,242 | 500,507 |
Fixed assets, net | 60,240 | 52,071 |
Investment in non-consolidated affiliates | 6,110 | 275 |
Goodwill | 851,373 | 744,333 |
Other intangible assets, net | 86,121 | 56,262 |
Deferred tax assets | 18,758 | 21,131 |
Other assets | 74,046 | 50,648 |
Total Assets | 1,648,890 | 1,425,227 |
Current Liabilities: | ||
Accounts payable | 316,285 | 246,694 |
Accrued and other liabilities | 271,273 | 240,580 |
Advance billings | 142,608 | 149,540 |
Current portion of long-term debt | 534 | 467 |
Current portion of deferred acquisition consideration | 90,804 | 53,041 |
Total Current Liabilities | 821,504 | 690,322 |
Long-term debt, less current portion | 742,593 | 664,661 |
Long-term portion of deferred acquisition consideration | 114,564 | 100,872 |
Other liabilities | 45,861 | 34,430 |
Deferred tax liabilities | 77,997 | 63,020 |
Total Liabilities | 1,802,519 | 1,553,305 |
Redeemable Noncontrolling Interests | 194,951 | 148,534 |
Commitments, Contingencies and Guarantees (Note 16) | ||
Shareholders’ Deficit: | ||
Preferred shares, unlimited authorized, none issued | 0 | 0 |
Shares to be issued, 42,000 shares, issued and outstanding in 2013 | 0 | 424 |
Additional paid-in capital | 0 | 0 |
Charges in excess of capital | -209,668 | -126,352 |
Accumulated deficit | -489,633 | -465,576 |
Stock subscription receivable | 0 | -55 |
Accumulated other comprehensive loss | -7,752 | -797 |
MDC Partners Inc. Shareholders’ Deficit | -441,235 | -329,700 |
Noncontrolling Interests | 92,655 | 53,088 |
Total Shareholders’ Deficit | -348,580 | -276,612 |
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Deficit | 1,648,890 | 1,425,227 |
Common Class A | ||
Shareholders’ Deficit: | ||
Common stock | 265,817 | 262,655 |
Common Class B | ||
Shareholders’ Deficit: | ||
Common stock | $1 | $1 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $1,409 | $2,011 |
Preferred stock, shares issued | 0 | 0 |
Shares to be issued, shares | 0 | 42,000 |
Common Class A | ||
Common stock, shares issued | 49,680,109 | 49,092,427 |
Common stock, shares outstanding | 49,680,109 | 49,092,427 |
Common Class B | ||
Common stock, shares issued | 3,755 | 3,755 |
Common stock, shares outstanding | 3,755 | 3,755 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | |||
Net loss | ($17,167,000) | ($142,402,000) | ($78,576,000) |
Loss from discontinued operations | -21,260,000 | -9,200,000 | -5,128,000 |
Income (loss) from continuing operations | 4,093,000 | -133,202,000 | -73,448,000 |
Adjustments to reconcile income (loss) from continuing operations to cash provided by operating activities: | |||
Non-cash stock-based compensation | 17,696,000 | 22,438,000 | 32,197,000 |
Depreciation | 16,462,000 | 16,742,000 | 15,999,000 |
Amortization of intangibles | 30,710,000 | 19,397,000 | 26,448,000 |
Amortization of deferred finance charges and debt discount | 2,247,000 | 7,762,000 | 2,249,000 |
Loss on redemption of Notes | 0 | 50,385,000 | 0 |
Adjustment to deferred acquisition consideration | 18,652,000 | 36,143,000 | 53,305,000 |
Deferred income taxes | 10,963,000 | -5,427,000 | 8,422,000 |
Earnings of non-consolidated affiliates | -1,406,000 | -281,000 | -633,000 |
Distributions from non-consolidated affiliates | 730,000 | 0 | 0 |
Distributions in excess of carrying value | 0 | -3,058,000 | 0 |
Other and non-current assets and liabilities | -8,535,000 | -9,405,000 | -9,167,000 |
Foreign exchange | 14,821,000 | 3,004,000 | 861,000 |
Increase/decrease in operating assets and liabilities, net of acquisitions | |||
Accounts receivable | -35,800,000 | 16,086,000 | -28,885,000 |
Expenditures billable to clients | 23,351,000 | -4,404,000 | -17,151,000 |
Prepaid expenses and other current assets | -1,949,000 | -7,835,000 | -2,993,000 |
Accounts payable, accruals and other current liabilities | 57,539,000 | 30,017,000 | 65,919,000 |
Advance billings | -13,805,000 | 17,632,000 | 1,776,000 |
Cash flows provided by continuing operating activities | 135,769,000 | 55,994,000 | 74,899,000 |
Discontinued operations | -1,827,000 | 3,305,000 | 1,405,000 |
Net cash provided by operating activities | 133,942,000 | 59,299,000 | 76,304,000 |
Cash flows from investing activities: | |||
Capital expenditures | -26,416,000 | -16,809,000 | -16,537,000 |
Proceeds from sale of assets | 85,000 | 239,000 | 51,000 |
Acquisitions, net of cash acquired | -68,344,000 | -11,872,000 | 30,993,000 |
Profit distributions from non-consolidated affiliates | 3,409,000 | 3,761,000 | 1,288,000 |
Other investments | -6,312,000 | -2,692,000 | -2,198,000 |
Cash flows provided by (used in) continuing investing activities | -97,578,000 | -27,373,000 | 13,597,000 |
Discontinued operations | -2,108,000 | -2,751,000 | -5,786,000 |
Net cash provided by (used in) investing activities | -99,686,000 | -30,124,000 | 7,811,000 |
Cash flows from financing activities: | |||
Repayment of 11% Notes | 0 | -425,000,000 | 0 |
Repayments of revolving credit facility | 0 | 0 | 38,032,000 |
Acquisition related payments | -78,322,000 | -119,572,000 | -68,725,000 |
Cash overdraft | 37,835,000 | 4,976,000 | 25,986,000 |
Distributions to noncontrolling interests | -6,523,000 | -5,525,000 | -7,673,000 |
Proceeds from exercise of options | 0 | 0 | 28,000 |
Payments of dividends | -37,698,000 | -22,047,000 | -22,030,000 |
Repayment of long-term debt | -656,000 | -743,000 | -653,000 |
Premium paid on redemption of Notes | 0 | -50,385,000 | 0 |
Deferred financing costs | -3,659,000 | -20,815,000 | -2,232,000 |
Purchase of shares | -5,414,000 | -13,817,000 | -3,327,000 |
Other | 112,000 | 561,000 | 0 |
Cash flows provided by (used in) continuing financing activities | -15,388,000 | 11,758,000 | -31,858,000 |
Discontinued operations | -40,000 | -1,266,000 | 0 |
Net cash provided by (used in) financing activities | -15,428,000 | 10,492,000 | -31,858,000 |
Effect of exchange rate changes on cash and cash equivalents | -1,068,000 | 2,010,000 | -23,000 |
Increase in cash and cash equivalents | 17,760,000 | 41,677,000 | 52,234,000 |
Cash and cash equivalents at beginning of year | 102,007,000 | 60,330,000 | 8,096,000 |
Cash and cash equivalents at end of year | 119,767,000 | 102,007,000 | 60,330,000 |
Supplemental disclosures: | |||
Cash income taxes paid | 431,000 | 919,000 | 1,236,000 |
Cash interest paid | 49,253,000 | 38,727,000 | 41,094,000 |
Non-cash transactions: | |||
Capital leases | 773,000 | 595,000 | 431,000 |
Notes Receivable in exchange for shares of subsidiary | 1,746,000 | 0 | 888,000 |
Dividends payable | 1,347,000 | 1,793,000 | 1,041,000 |
6.75% Notes | |||
Cash flows from financing activities: | |||
Proceeds from issuance of notes | 78,937,000 | 664,125,000 | 0 |
11% Notes | |||
Cash flows from financing activities: | |||
Proceeds from issuance of notes | $0 | $0 | $84,800,000 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 20, 2013 | Dec. 31, 2012 |
6.75% Notes | ||||
Stated interest rate | 6.75% | 6.75% | 6.75% | 6.75% |
11% Notes | ||||
Stated interest rate | 11.00% | 11.00% | 11.00% |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Class A | Common Class B | Common Stock | Common Stock | Share Capital to Be Issued | Additional Paid in Capital | Charges in Excess of Capital | Retained Earnings [Member] | Stock Subscription Receivable | Accumulated Other Comprehensive Loss | MDC Partners Inc. Shareholders’ Deficit | Noncontrolling Interests |
In Thousands, except Share data, unless otherwise specified | USD ($) | Common Class A | Common Class B | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
USD ($) | USD ($) | ||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2011 | ($12,941) | $228,208 | $1 | $424 | $0 | ($45,102) | ($231,274) | ($55) | ($4,658) | ($52,456) | $39,515 | ||
Common stock outstanding, beginning balance (in shares) at Dec. 31, 2011 | 43,916,112 | 3,755 | 42,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss attributable to MDC Partners | -85,439 | -85,439 | -85,439 | ||||||||||
Other Comprehensive income (loss) | -2,781 | -2,787 | -2,787 | 6 | |||||||||
Stock Appreciation Rights Exercised | 100 | -100 | |||||||||||
Stock Appreciation Rights Exercised (in shares) | 39,639 | ||||||||||||
Issuance of restricted stock | 28,860 | -28,860 | |||||||||||
Issuance of restricted stock (in shares) | 3,017,151 | ||||||||||||
Shares acquired and cancelled | -3,327 | -3,327 | -3,327 | ||||||||||
Shares acquired and cancelled (in shares) | -366,380 | ||||||||||||
Options Exercised | 28 | 28 | 0 | 28 | |||||||||
Options Exercised (in shares) | 4,730 | ||||||||||||
Stock-based compensation | 28,060 | 28,060 | 28,060 | ||||||||||
Changes in redemption value of redeemable noncontrolling interests | -22,912 | -22,912 | -22,912 | ||||||||||
Decrease in noncontrolling interests and redeemable noncontrolling interests from business combinations | 2,060 | 15,980 | |||||||||||
Increase in noncontrolling interests from business acquisitions | 34,481 | 13,920 | 13,920 | 34,481 | |||||||||
Dividends paid and to be paid | -17,919 | -17,919 | -17,919 | ||||||||||
Transfer to charges in excess of capital | 27,811 | -27,811 | |||||||||||
Stockholders' equity, ending balance at Dec. 31, 2012 | -84,810 | 253,869 | 1 | 424 | 0 | -72,913 | -316,713 | -55 | -7,445 | -142,832 | 58,022 | ||
Common stock outstanding, ending balance (in shares) at Dec. 31, 2012 | 46,611,252 | 3,755 | 42,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss attributable to MDC Partners | -148,863 | -148,863 | -148,863 | ||||||||||
Other Comprehensive income (loss) | 6,637 | 6,648 | 6,648 | -11 | |||||||||
Equity Value Appreciation Awards | 16,210 | -16,210 | |||||||||||
Equity Value Appreciation Awards (in shares) | 2,201,676 | ||||||||||||
Stock Appreciation Rights Exercised | 387 | -387 | |||||||||||
Stock Appreciation Rights Exercised (in shares) | 221,384 | ||||||||||||
Issuance of restricted stock | 6,006 | -6,006 | |||||||||||
Issuance of restricted stock (in shares) | 651,271 | ||||||||||||
Shares acquired and cancelled | -13,817 | -13,817 | -13,817 | ||||||||||
Shares acquired and cancelled (in shares) | -593,156 | ||||||||||||
Stock-based compensation | 16,083 | 16,083 | 16,083 | ||||||||||
Changes in redemption value of redeemable noncontrolling interests | -35,689 | -35,689 | -35,689 | ||||||||||
Decrease in noncontrolling interests and redeemable noncontrolling interests from business combinations | -4,939 | 11,074 | 11,074 | -16,013 | |||||||||
Increase in noncontrolling interests from business acquisitions | 11,090 | 11,090 | |||||||||||
Dividends paid and to be paid | -22,865 | -22,865 | -22,865 | ||||||||||
Other | 561 | ||||||||||||
Transfer to charges in excess of capital | 53,439 | -53,439 | |||||||||||
Stockholders' equity, ending balance at Dec. 31, 2013 | -276,612 | 262,655 | 1 | 0 | -126,352 | -465,576 | -797 | -329,700 | 53,088 | ||||
Common stock outstanding, ending balance (in shares) at Dec. 31, 2013 | 49,092,427 | 3,755 | 49,092,427 | 3,755 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss attributable to MDC Partners | -8,846 | ||||||||||||
Other | 561 | 561 | |||||||||||
Stockholders' equity, ending balance at Mar. 31, 2014 | |||||||||||||
Stockholders' equity, beginning balance at Dec. 31, 2013 | -276,612 | 262,655 | 1 | 424 | 0 | -126,352 | -465,576 | -55 | -797 | -329,700 | 53,088 | ||
Common stock outstanding, beginning balance (in shares) at Dec. 31, 2013 | 49,092,427 | 3,755 | 49,092,427 | 3,755 | 42,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss attributable to MDC Partners | -24,057 | -24,057 | -24,057 | ||||||||||
Other Comprehensive income (loss) | -8,667 | -6,955 | -6,955 | -1,712 | |||||||||
Issuance of restricted stock | 7,661 | -7,661 | |||||||||||
Issuance of restricted stock (in shares) | 761,686 | ||||||||||||
Shares acquired and cancelled | -5,414 | -5,414 | -5,414 | ||||||||||
Shares acquired and cancelled (in shares) | -216,004 | ||||||||||||
Stock Subscription Receivable | 55 | 55 | 55 | ||||||||||
Stock-based compensation | 9,868 | 9,868 | 9,868 | ||||||||||
Changes in redemption value of redeemable noncontrolling interests | -38,850 | -38,850 | -38,850 | ||||||||||
Decrease in noncontrolling interests and redeemable noncontrolling interests from business combinations | -8,839 | -8,839 | |||||||||||
Increase in noncontrolling interests from business acquisitions | 41,126 | -8,992 | -8,992 | 50,118 | |||||||||
Dividends paid and to be paid | -37,244 | -37,244 | -37,244 | ||||||||||
Other | 54 | 915 | -424 | -437 | 54 | ||||||||
Other (in shares) | -42,000 | -42,000 | |||||||||||
Transfer to charges in excess of capital | 83,316 | -83,316 | |||||||||||
Stockholders' equity, ending balance at Dec. 31, 2014 | ($348,580) | $265,817 | $1 | $0 | $0 | ($209,668) | ($489,633) | $0 | ($7,752) | ($441,235) | $92,655 | ||
Common stock outstanding, ending balance (in shares) at Dec. 31, 2014 | 49,680,109 | 3,755 | 49,680,109 | 3,755 | 0 |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
MDC Partners Inc. (the “Company”) has prepared the consolidated financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and in accordance with generally accepted accounting principles (“GAAP”) of the United States of America (“U.S. GAAP”). | |
Effective December 2014, Accent Marketing, L.L.C. has been deemed discontinued operations. All periods have been restated to reflect the discontinued operation. For further information see Note 10 “Discontinued Operations.” | |
Nature of Operations | |
MDC Partners Inc., formerly MDC Corporation Inc., is incorporated under the laws of Canada. The Company commenced using the name MDC Partners Inc. on November 1, 2003 and legally changed its name through amalgamation with a wholly-owned subsidiary on January 1, 2004. The Company’s operations are in primarily one business group — Marketing Communications. The business group operates primarily in the United States (“US”), Canada, Europe, Asia, and Latin America. See Note 14, “Segment Information”, for further description of the one business group and MDC’s reportable segments. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 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 consolidated financial statements include the accounts of MDC Partners Inc. 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 U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, 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 are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from these estimates. | ||||||||||||
Fair Value. The Company applies the fair value measurement guidance of 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. No client accounted for more than 10% of the Company’s consolidated accounts receivable as of December 31, 2014 and 2013. No clients accounted for 10% of revenue in each of the years ended December 31, 2014, 2013 and 2012. | ||||||||||||
Cash and Cash Equivalents. The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits, commercial paper and money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts. Included in cash and cash equivalents at December 31, 2014 and 2013 was $6,461 and $44, respectively, of cash restricted as to withdrawal pursuant to a collateral agreement and a customer’s contractual requirement. | ||||||||||||
Allowance for Doubtful Accounts. Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent estimated uncollectible receivables associated with potential customer defaults usually due to customers’ potential insolvency. The allowances include amounts for certain customers where a risk of default has been specifically identified. The assessment of the likelihood of customer defaults is based on various factors, including the length of time the receivables are past due, historical experience and existing economic conditions. | ||||||||||||
Expenditures Billable to Clients. Expenditures billable to clients consist principally of outside vendors costs incurred on behalf of clients when providing advertising, marketing and corporate communications services to clients that have not been invoiced. Such amounts are invoiced to clients at various times over the course of the production process. | ||||||||||||
Fixed Assets. Fixed assets are stated at cost, net of accumulated depreciation. Computers, furniture and fixtures are depreciated on a straight-line basis over periods of 3 to 7 years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred. | ||||||||||||
Impairment of Long-lived Assets. In accordance with the FASB Accounting Standards Codification topic, Accounting for the Impairment or Disposal of Long-lived Assets, a long-lived asset or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of the long-lived asset or asset group. If this comparison indicates that there is an impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable. The discount rate applied to these cash flows is based on the Company’s weighted average cost of capital, risk adjusted where appropriate. | ||||||||||||
Equity Method Investments. The equity method is used to account for investments in entities in which the Company has an ownership interest of less than 50% and has significant influence, or joint control by contractual arrangement with all parties having an equity interest, over the operating and financial policies of the affiliate or has an ownership interest of greater than 50% however the substantive participating rights of the noncontrolling interest shareholders preclude the Company from exercising unilateral control over the operating and financial policies of the affiliate. The Company’s investments accounted for using the equity method includes a 30% undivided interest in a real estate joint venture and various interests in investment funds. In 2013, the Company recorded a distribution of $3,096 from this real estate joint venture, of which $3,058 was in excess of the Company’s carrying amount and has been recorded as a gain in equity in earnings of non-consolidated affiliates. The Company’s management periodically evaluates these investments to determine if there has been a decline in value that is other than temporary. These investments are included in investments in affiliates. | ||||||||||||
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 December 31, 2014 and 2013 was $10,196 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 year ended December 31, 2014, the Company liquidated two such equity interest positions in exchange for an aggregate purchase price equal to $8,248. The purchasers of these equity investments were current investors in such entities and two executive officers of our subsidiary partner agencies. | ||||||||||||
Goodwill and Indefinite Lived Intangible. In accordance with the FASB Accounting Standards Codification topic, Goodwill and Other Intangible Assets, goodwill and indefinite life intangible assets (trademarks) acquired as a result of a business combination which are not subject to amortization are tested for impairment annually on October 1, and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. The Company's conclusion was based on a detailed analysis of the aggregation criteria set forth in the FASB ASC Topic 280, Segment Reporting, and the guidance set forth in FASB ASC Topic 350, Intangibles - Goodwill and Other. Consistent with our fundamental business strategy, the agencies within the reporting units serve similar clients in similar industries, and in many cases the same clients. The main economic components of each agency are employee compensation and related costs and direct service costs and office and general costs, which include rent and occupancy costs, technology costs that are generally limited to personal computers, servers and off-the shelf software and other overhead expenses. | ||||||||||||
The Company's ten reporting units vary in size with respect to revenue and operating profits. These differences drive variations in fair value of the reporting units. In addition, these differences as well as differences in book value, including goodwill, cause variations in the amount by which fair value exceeds the carrying amount the reporting units. The reporting unit goodwill balances vary by reporting unit primarily because it relates specifically to the operating unit's goodwill which was determined at the date of acquisition. | ||||||||||||
The Company has the option of assessing qualitative factors to determine whether it is more likely it is more likely than not that the carrying amount of its reporting units exceeds their respective fair value or proceeding directly to the two-step impairment test. If the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, no further assessment is deemed necessary. Otherwise, goodwill must be tested for impairment using a two-step process. In addition, the two-step process must be applied for any reporting units not included in the qualitative assessment. Under the two step process, the Company first compares the estimated fair value of each of the Company's reporting units to its carrying amount, including goodwill. In performing the first step, the Company determines the fair value of a reporting unit using a discounted cash flow ("DCF") analysis. If the estimated fair value of a reporting unit exceeds its carrying amount, then the goodwill of the reporting unit is not impaired. Otherwise, step two must be performed. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with the FASB Accounting Standards Codification topic, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. | ||||||||||||
The Company uses the income approach, which utilizes DCF, as its methodology to determine the fair value of its reporting unit. | ||||||||||||
In applying the income approach, the Company uses estimates to derive the expected DCF for each reporting unit that serves as the basis of the valuation. These estimates and assumptions include revenue growth and operating margin, EBITDA, tax rates, capital expenditures, weighted average cost of capital ("WACC") and related discount rates and expected long-term cash flow growth rates. All of these estimates and assumptions are affected by conditions in the global economy. The assumptions that have the most significant effect on our valuations derived using a DCF methodology are: (1) the expected long-term growth rate of our reporting unit's cash flows and (2) the WACC. | ||||||||||||
The range of assumptions for the long-term growth rate and WACC used in our evaluations as of October 1, 2014 and 2013 were: | ||||||||||||
October 1, | ||||||||||||
2014 | 2013 | |||||||||||
Long-Term Growth Rate | 4.3-10.0% | 5.0-10.0% | ||||||||||
WACC | 8.95 | % | 9.5 | % | ||||||||
Impairment losses, where applicable, will be charged to operating profit. The Company identifies certain intangible assets (trademarks) as indefinite life if there are no legal, regulatory, contractual or economic factors that limit the useful life. If the carrying amount of an indefinite life intangible exceeds its fair value, an impairment loss is recognized for the excess. As of December 31, 2014 and 2013, there was no impairment of goodwill and no reporting units were at risk of failing the Company’s annual impairment test. | ||||||||||||
Definite Lived Intangible Assets. In accordance with the FASB Accounting Standards Codification, acquired intangibles, are subject to amortization over their useful lives. The method of amortization selected reflects the pattern in which the economic benefits of the specific intangible asset is consumed or otherwise used up. If that pattern cannot be reliably determined, a straight-line amortization method is used over the estimated useful life. Intangible assets that are subject to amortization are reviewed for potential impairment at least annually or whenever events or circumstances indicate that carrying amounts may not be recoverable. See also Note 8. | ||||||||||||
Deferred Taxes. The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are provided for the temporary difference between the financial reporting basis and tax basis of the Company’s assets and liabilities. Deferred tax benefits result principally from certain tax carryover benefits and from recording certain expenses in the financial statements that are not currently deductible for tax purposes and from differences between the tax and book basis of assets and liabilities recorded in connection with acquisitions. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax liabilities result principally from deductions recorded for tax purposes in excess of that recorded in the financial statements or income for financial statement purposes in excess of the amount for tax purposes. The effect of changes in tax rates is recognized in the period the rate change is enacted. | ||||||||||||
Business Combinations. Valuation of acquired companies are based on a number of factors, including specialized know-how, reputation, competitive position and service offerings. The Company’s acquisition strategy has been focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of its various strategic business platforms to better serve the Company’s clients. 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 pre-determined 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 years ended December 31, 2014, 2013 and 2012, $16,467, $35,914 and $53,027, respectively, related to changes in estimated value was recorded as operating expenses. In addition, certain acquisitions also include put/call obligations for additional equity ownership interests. The estimated value of these interests are 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 year ended December 31, 2014, 2013, and 2012 $6,133, $2,066 and $3,203, respectively, of acquisition related costs were charged to operations. | ||||||||||||
For each of the Company’s acquisitions, we undertake a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. We use 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 we acquire is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand existing client relationships. The expected benefits of the Company’s 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 16. | ||||||||||||
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 years ended December 31, 2014, there has 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 (loss) per share. | ||||||||||||
The following table presents changes in Redeemable Noncontrolling Interests. | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning Balance as of January 1, | $ | 148,534 | $ | 117,953 | $ | 107,432 | ||||||
Redemptions | (4,820 | ) | (4,270 | ) | (16,712 | ) | ||||||
Granted | 13,327 | — | 4,189 | |||||||||
Changes in redemption value | 38,850 | 35,689 | 22,912 | |||||||||
Currency translation adjustments | (940 | ) | (838 | ) | 132 | |||||||
Ending Balance as of December 31, | $ | 194,951 | $ | 148,534 | $ | 117,953 | ||||||
Variable Interest Entity. Effective March 28, 2012, MDC invested in Doner Partners LLC (“Doner”) (see Note 4), and has determined that this entity is a variable interest entity (“VIE”) and is consolidated for the year ended December 31, 2012. 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 (see Note 11) 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 December 31, 2014 and 2013, were $223,305 and $192,340, and were $224,964 and $179,501, respectively. | ||||||||||||
Guarantees. Guarantees issued or modified by the Company to third parties after January 1, 2003 are generally recognized, at the inception or modification of a guarantee, as a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The initial measurement of that liability is the fair value of the guarantee. The recognition of the liability is required even if it is not probable that payments will be required under the guarantee. The Company’s liability associated with guarantees is not significant. (See Note 16.) | ||||||||||||
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 that 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 also follows the Reporting Revenue Gross as a Principal versus Net as an Agent topic that 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 the Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred topic, for reimbursements received for out-of-pocket expenses, which 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 in revenue such reimbursed expenses. | ||||||||||||
The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses. | ||||||||||||
Non refundable retainer fees are generally recognized on a straight line basis over the term of the specific customer arrangement. Commission revenue is earned and recognized upon the placement of advertisements in various media when the Company has no further performance obligations. Fixed fees for services are recognized upon completion of the earnings process and acceptance by the client. Per diem fees are recognized upon the performance of the Company’s services. In addition, for a limited number of certain service transactions, which require delivery of a number of service acts, the Company uses the Proportional Performance model, which generally results in revenue being recognized based on the straight-line method. | ||||||||||||
Fees billed to clients in excess of fees recognized as revenue are classified as Advanced Billings. | ||||||||||||
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. | ||||||||||||
Cost of Services Sold. Costs of services sold do not include depreciation charges for fixed assets. | ||||||||||||
Interest Expense. Interest expense primarily consists of the cost of borrowing on the 6.75% Notes and the Credit Agreement. The Company uses the effective interest method to amortize the deferred financing costs and original issue premium on the 6.75% Notes. The Company also uses the straightline method to amortize the deferred financing costs on the Credit Agreement. | ||||||||||||
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, that 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 (expense) 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 the Black-Scholes option pricing-model and is recorded in operating income over the service period, that is the vesting period of the award. | ||||||||||||
For the years ended December 31, 2014, 2013 and 2012, the Company issued no stock options or similar awards. | ||||||||||||
During the year ended December 31, 2011, the Company issued Equity Value Appreciation Awards to its employees. During 2013, these awards resulted in the issuance of up to 1,917,000 restricted stock units and restricted stock shares. The Company measured the fair value of these awards using a lattice based model (Monte Carlo) on the date of grant. The Company used the following assumptions in calculating the fair value under the lattice model; risk free rate 1.2%, volatility 31.7%, time to maturity 2.93 years, the weighted average fair value of the awards granted was $9.37. | ||||||||||||
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 fair value at the grant date for performance based awards granted in 2014, 2013, and 2012 was $3,026, $2,699 and $9,838, respectively. | ||||||||||||
The Company treats benefits paid by shareholders 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 as stock-based compensation. | ||||||||||||
For the year ended December 31, 2013, included in stock based compensation is a charge of $77,967 relating to the cash settlement of the outstanding Stock Appreciation Rights (“SAR’s”). | ||||||||||||
Pension Costs. Several of the Company’s U.S. and Canadian subsidiaries offer employees access to certain defined contribution pension programs. Under the defined contribution plans, these subsidiaries, in some cases, make annual contributions to participants’ accounts which are subject to vesting. The Company’s contribution expense pursuant to these plans was $7,503, $6,145 and $3,715 for the years ended December 31, 2014, 2013 and 2012, respectively. The Company also has a defined benefit plan. See Note 18. | ||||||||||||
Loss per Common Share. Basic loss per share is based upon the weighted average number of common shares outstanding during each period, including the “Share capital to be issued” as reflected in the Shareholders’ Equity on the balance sheet. Diluted loss per share is based on the above, plus, if dilutive, common share equivalents, which include outstanding options, warrants, stock appreciation rights, restricted stock units and convertible notes. | ||||||||||||
Subsidiary and Affiliate Stock Transactions. In accordance with Accounting Standards Codification Topic on Business combinations, effective January 1, 2009, transactions involving purchases, sales or issuances of stock of a subsidiary where control is maintained are recorded as an increase or decrease in additional paid-in capital. In transactions involving subsidiary stock where control is lost, gains and losses are recorded in results of operations. Gains and losses from transactions involving stock of an affiliate are recorded in results of operations until control is achieved. | ||||||||||||
Foreign Currency Translation. The Company’s financial statements were prepared in accordance with the requirements of the Foreign Currency Translation topic of the FASB Accounting Standards Codification. The functional currency of the Company is the Canadian dollar and it has decided to use U.S. Dollars as its reporting currency for consolidated reporting purposes. All of the Company’s subsidiaries use their local currency as their functional currency. Accordingly, the currency impacts of the translation of the balance sheets of the Company’s non-U.S. Dollar based subsidiaries to U.S. Dollar statements are included as cumulative translation adjustments in accumulated other comprehensive income. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Cumulative translation adjustments are not included in net earnings unless they are actually realized through a sale or upon complete or substantially complete liquidation of the Company’s net investment in the foreign operation. Translation of current intercompany balances are included in net earnings. The balance sheets of non-U.S. Dollar based subsidiaries are translated at the period end rate. The income statements of non-U.S. Dollar based subsidiaries are translated at average exchange rates for the period. | ||||||||||||
Gains and losses arising from the Company’s foreign currency transactions are reflected in net earnings. Unrealized gains or losses arising on the translation of certain intercompany foreign currency transactions that are of a long-term nature (that is settlement is not planned or anticipated in the future) are included as cumulative translation adjustments in accumulated other comprehensive income. | ||||||||||||
Derivative Financial Instruments. The Company follows Accounting for Derivative Instruments and Hedging Activities. Topic of the FASB Accounting Standards Codification establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts and debt instruments) be recorded in the balance sheet as either an asset or liability measured at its fair value. The accounting for the change in fair value of the derivative depends on whether the instrument qualifies for and has been designated as a hedging relationship and on the type of hedging relationship. There are three types of hedging relationships: a cash flow hedge, a fair value hedge and a hedge of foreign currency exposure of a net investment in a foreign operation. The designation is based upon the exposure being hedged. Derivatives that are not hedges, or become ineffective hedges, must be adjusted to fair value through earnings. |
Loss_per_Common_Share
Loss per Common Share | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Loss per Common Share | Loss per Common Share | |||||||||||
The following table sets forth the computation of basic and diluted loss per common share from continuing operations for the years ended December 31: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator | ||||||||||||
Numerator for diluted loss per common share – income (loss) from continuing operations | $ | 4,093 | $ | (133,202 | ) | $ | (73,448 | ) | ||||
Net income attributable to the noncontrolling interests | (6,890 | ) | (6,461 | ) | (6,863 | ) | ||||||
Loss attributable to MDC Partners Inc. common shareholders from continuing operations | (2,797 | ) | (139,663 | ) | (80,311 | ) | ||||||
Effect of dilutive securities | — | — | — | |||||||||
Numerator for diluted loss per common share – loss attributable to MDC Partners Inc. common shareholders from continuing operations | $ | (2,797 | ) | $ | (139,663 | ) | $ | (80,311 | ) | |||
Denominator | ||||||||||||
Denominator for basic loss per common share – weighted average common shares | 49,545,350 | 47,108,406 | 46,090,160 | |||||||||
Effect of dilutive securities: | ||||||||||||
Dilutive potential common shares | — | — | — | |||||||||
Denominator for diluted loss per common share – adjusted weighted shares and assumed conversions | 49,545,350 | 47,108,406 | 46,090,160 | |||||||||
Basic and Diluted loss per common share from continuing operations | $ | (0.06 | ) | $ | (2.96 | ) | $ | (1.74 | ) | |||
At December 31, 2014, 2013 and 2012, warrants, options and other rights to purchase, 1,114,681, 1,488,958 and 6,115,863 shares of common stock, respectively, were not included in the computation of diluted loss per common share because doing so would have had an antidilutive effect. |
Acquisitions
Acquisitions | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Business Combinations [Abstract] | ||||||||||||
Acquisitions | Acquisitions | |||||||||||
Pro forma financial information has not been presented for 2014 acquisitions noted below since they did not have a material effect on the Company’s operating results. Included in the Company’s consolidated statement of operations for the year ended December 31, 2014 was revenue of $56,733, and net income of $2,940, related to 2014 acquisitions. The Company assumed cash of $8,156, accounts receivable of $19,955, and accounts payable and accrued liabilities of $9,295 as of the acquisition dates. | ||||||||||||
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 June 3, 2014, MDC acquired a 100% equity interest in The House Worldwide Ltd ("THW"). 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. THW, Trapeze, Hunter PR, and Albion 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 $151,202 and consisted of total closing cash payments of $67,236, and additional deferred acquisition payments that are based on the financial results of the underlying businesses from 2014 to 2018 with final payments due in 2019. These additional deferred payments have an estimated present value at acquisition date of $83,966. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $61,906, consisting primarily of customer lists, a technology asset and covenants not to compete, and goodwill of $149,234, 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 $50,552 as the present value of noncontrolling interests and $13,327 as the present value of redeemable noncontrolling interests. Intangibles and goodwill of $149,232 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 15). | ||||||||||||
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 the year, the Company also entered into various immaterial transactions with certain majority owned entities. | ||||||||||||
The aggregate purchase price has an estimated present value at acquisition date of $35,591 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 $23,591. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $10,961 consisting primarily of customer lists, a technology asset, and covenants not to compete, and goodwill of $32,786 representing 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 $10,657 as the present value of noncontrolling interest. The intangibles and goodwill of $43,747 are tax deductible. | ||||||||||||
2012 Acquisitions | ||||||||||||
During 2012, the Company completed a number of transactions. Effective March 28, 2012, MDC invested in Doner Partners LLC (“Doner”). The Company acquired a 30% voting interest and a convertible preferred interest that allows the Company to increase its ordinary voting ownership to 70% at MDC’s option, at no additional cost to the Company. Doner is a full service integrated creative agency. In addition, the Company acquired a 70% interest in TargetCast LLC (“TargetCast”). TargetCast is a full service media agency that expands our media strategy and activation offerings. The Company acquired a 51% interest in Dotbox LLC (“Dotbox”), and subsequently acquired the remaining 49% of the equity interests in Dotbox. The Dotbox acquisition forms the foundation for a potential e-commerce solution within the network. Doner and Dotbox were included in the Company’s Strategic Marketing Services segment, while TargetCast was included in the Company’s Performance Marketing Group segment. During the year, the Company also entered into various immaterial transactions with certain majority owned entities. | ||||||||||||
The aggregate purchase price for these transactions had an estimated present value at acquisition date of $99,299 and consisted of total closing cash payments of $23,471, and additional contingent deferred acquisition consideration that are based on the financial results of the underlying businesses from 2012 to 2018 with final payments due in 2018 that have an estimated present value at acquisition date of $67,812. During 2012, the Company paid $8,016 relating to a working capital payment. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $31,968 consisting primarily of customer lists and covenants not to compete, and goodwill of $113,404 representing the value of the assembled workforce. The identified assets will be amortized over a five to ten 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 $18,501 as the present value of noncontrolling interest. The intangibles and goodwill of $145,372 are tax deductible. In connection with the step transactions, the Company also recorded an entry of $197 to reduce short term noncontrolling interest included in accrued and other liabilities, decrease redeemable noncontrolling interest by $12,523 and offset additional paid-in-capital by $13,920. | ||||||||||||
Noncontrolling Interests | ||||||||||||
Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the three years ended December 31, were as follows: | ||||||||||||
Net Loss Attributable to MDC Partners Inc. and | ||||||||||||
Transfers (to) from the Noncontrolling Interest | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net Loss attributable to MDC Partners Inc. | $ | (24,057 | ) | $ | (148,863 | ) | $ | (85,439 | ) | |||
Transfers (to) from the noncontrolling interest | ||||||||||||
Increase (Decrease) in MDC Partners Inc. paid-in capital for purchase of equity interests in excess of noncontrolling interests and redeemable noncontrolling interests | (8,992 | ) | 11,074 | 13,920 | ||||||||
Net transfers from (to) noncontrolling interest | $ | (8,992 | ) | $ | 11,074 | $ | 13,920 | |||||
Change from net loss attributable to MDC Partners Inc. and transfers from (to) noncontrolling interest | $ | (33,049 | ) | $ | (137,789 | ) | $ | (71,519 | ) |
Fixed_Assets
Fixed Assets | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||
Fixed Assets | The following is a summary of the Company’s fixed assets as of December 31: | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Cost | Accumulated Depreciation | Net Book Value | Cost | Accumulated Depreciation | Net Book Value | |||||||||||||||||||
Computers, furniture and fixtures | $ | 91,272 | $ | (65,451 | ) | $ | 25,821 | $ | 109,252 | $ | (83,383 | ) | $ | 25,869 | ||||||||||
Leasehold improvements | 64,051 | (29,632 | ) | 34,419 | 60,938 | (34,736 | ) | 26,202 | ||||||||||||||||
$ | 155,323 | $ | (95,083 | ) | $ | 60,240 | $ | 170,190 | $ | (118,119 | ) | $ | 52,071 | |||||||||||
Included in fixed assets are assets under capital lease obligations with a cost of $2,072, (2013 – $2,462) and accumulated depreciation of $1,091 (2013 – $1,417). Depreciation expense for the years ended December 31, 2014, 2013, and 2012 was $16,462, $16,742 and $15,999, respectively. |
Accrued_and_Other_Liabilities
Accrued and Other Liabilities | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Accrued Liabilities and Other Liabilities [Abstract] | ||||
Accrued and Other Liabilities | Accrued and Other Liabilities | |||
At December 31, 2014 and 2013, accrued and other liabilities included accrued media of $168,508 and $144,161, respectively; trust liabilities of $6,419 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 $6,014 and $5,210, respectively. | ||||
Changes in noncontrolling interest amounts included in accrued and other liabilities for the three years ended December 31, were as follows: | ||||
Noncontrolling Interests | ||||
Balance at December 31, 2011 | $ | 4,049 | ||
Income attributable to noncontrolling interests | 6,863 | |||
Distributions made | (7,673 | ) | ||
Other(1) | 385 | |||
Balance at December 31, 2012 | $ | 3,624 | ||
Income attributable to noncontrolling interests | 6,461 | |||
Distributions made | (5,525 | ) | ||
Other(1) | 650 | |||
Balance at December 31, 2013 | $ | 5,210 | ||
Income attributable to noncontrolling interests | 6,890 | |||
Distributions made | (6,523 | ) | ||
Other(1) | 437 | |||
Balance at December 31, 2014 | $ | 6,014 | ||
____________ | ||||
(1) | Other consists primarily of step up transactions, discontinued operations and cumulative translation adjustments. |
Financial_Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2014 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | Financial Instruments |
Financial assets, which include cash and cash equivalents and accounts receivable, have carrying values which approximate fair value due to the short-term nature of these assets. Financial liabilities with carrying values approximating fair value due to short-term maturities include accounts payable. Deferred acquisition consideration is recorded at fair value. The revolving credit facility is a variable rate debt, the carrying value of which approximates fair value. The Company’s note payable is a fixed rate debt instrument, the carrying values of which approximates fair value. The fair value of financial commitments, guarantees and letters of credit, are based on the stated value of the underlying instruments. Guarantees have been issued in conjunction with the disposition of businesses in 2001 and 2003 and letters of credit have been issued in the normal course of business. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Goodwill and Intangible Assets | As of December 31, the gross and net amounts of acquired intangible assets were as follows: | ||||||||||||
Goodwill | Strategic Marketing Services | Performance Marketing Services | Total | ||||||||||
Balance at December 31, 2012 | $ | 483,760 | $ | 236,311 | $ | 720,071 | |||||||
Acquired goodwill | — | 35,956 | 35,956 | ||||||||||
Acquisition purchase price adjustments | (3,981 | ) | (2,493 | ) | (6,474 | ) | |||||||
Foreign currency translation | (2,374 | ) | (2,846 | ) | (5,220 | ) | |||||||
Balance at December 31, 2013 | $ | 477,405 | $ | 266,928 | $ | 744,333 | |||||||
Acquired goodwill | 50,668 | 98,566 | 149,234 | ||||||||||
Discontinued operations | — | (27,706 | ) | (27,706 | ) | ||||||||
Other (1) | (7,263 | ) | 4,093 | (3,170 | ) | ||||||||
Foreign currency translation | (5,278 | ) | (6,040 | ) | (11,318 | ) | |||||||
Balance at December 31, 2014 | $ | 515,532 | $ | 335,841 | $ | 851,373 | |||||||
(1) Other includes acquisition purchase price adjustments and transfers between segments | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Intangibles: | |||||||||||||
Trademarks (indefinite life) | $ | 17,780 | $ | 17,780 | |||||||||
Customer relationships – gross | $ | 133,409 | $ | 92,640 | |||||||||
Less accumulated amortization | (83,475 | ) | (62,906 | ) | |||||||||
Customer relationships – net | $ | 49,934 | $ | 29,734 | |||||||||
Other intangibles – gross | $ | 31,408 | $ | 17,064 | |||||||||
Less accumulated amortization | (13,001 | ) | (8,316 | ) | |||||||||
Other intangibles – net | $ | 18,407 | $ | 8,748 | |||||||||
Total intangible assets | $ | 182,597 | $ | 127,484 | |||||||||
Less accumulated amortization | (96,476 | ) | (71,222 | ) | |||||||||
Total intangible assets – net | $ | 86,121 | $ | 56,262 | |||||||||
See Note 4 for Accounting for Business Combinations. | |||||||||||||
The total accumulated impairment charges are $46,883 through December 31, 2014. | |||||||||||||
The weighted average amortization periods for customer relationships are 5 years and other intangible assets are 7 years. In total, the weighted average amortization period is 6 years. The amortization expense of amortizable intangible assets for the year ended December 31, 2014, was $29,749 (2013 – $18,456; 2012 – $26,074) the estimated amortization expense for the five succeeding years is: | |||||||||||||
Year | Amortization | ||||||||||||
2015 | $ | 28,113 | |||||||||||
2016 | $ | 16,809 | |||||||||||
2017 | $ | 11,664 | |||||||||||
2018 | $ | 8,369 | |||||||||||
2019 | $ | 2,558 | |||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Income Taxes | |||||||||||
The components of the Company’s income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interests by taxing jurisdiction for the years ended December 31, were: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income (Loss): | ||||||||||||
US | $ | 46,728 | $ | 21,661 | $ | (36,644 | ) | |||||
Non-US | (31,619 | ) | (159,511 | ) | (27,884 | ) | ||||||
$ | 15,109 | $ | (137,850 | ) | $ | (64,528 | ) | |||||
The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31, were: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current tax provision | ||||||||||||
U.S. federal | $ | — | $ | — | $ | — | ||||||
U.S. state and local | 907 | 213 | 802 | |||||||||
Non-US | 552 | 847 | 329 | |||||||||
1,459 | 1,060 | 1,131 | ||||||||||
Deferred tax provision (benefit): | ||||||||||||
U.S. federal | 13,402 | 7,505 | 2,150 | |||||||||
U.S. state and local | 1,971 | 1,027 | 299 | |||||||||
Non-U.S. | (4,410 | ) | (13,959 | ) | 5,973 | |||||||
10,963 | (5,427 | ) | 8,422 | |||||||||
Income tax provision (benefit) | $ | 12,422 | $ | (4,367 | ) | $ | 9,553 | |||||
A reconciliation of income tax expense (benefit) using the statutory Canadian federal and provincial income tax rate compared with actual income tax expense for the years ended December 31, is as follows: | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interest | $ | 15,109 | $ | (137,850 | ) | $ | (64,528 | ) | ||||
Statutory income tax rate | 26.5 | % | 26.5 | % | 26.5 | % | ||||||
Tax expense (benefit) using statutory income tax rate | 4,004 | (36,530 | ) | (17,100 | ) | |||||||
State and foreign taxes | 1,459 | 1,060 | 1,131 | |||||||||
Non-deductible stock-based compensation | 1,982 | 24,357 | 7,699 | |||||||||
Other non-deductible expense | 2,151 | 942 | 1,176 | |||||||||
Change to valuation allowance on items affecting taxable income | 2,003 | 6,952 | 15,682 | |||||||||
Effect of the change in tax rate | — | — | 2,168 | |||||||||
Effect of the difference in federal and statutory rates | 2,222 | (15 | ) | (793 | ) | |||||||
Noncontrolling interests | (1,826 | ) | (1,712 | ) | (1,593 | ) | ||||||
Other, net | 427 | 579 | 1,183 | |||||||||
Income tax expense (benefit) | $ | 12,422 | $ | (4,367 | ) | $ | 9,553 | |||||
Effective income tax rate | 82.2 | % | (3.2 | )% | 14.8 | % | ||||||
See Note 10 for income taxes for discontinued operations. | ||||||||||||
The 2014 effective income tax rate was significantly higher than the statutory rate due primarily to non-deductible stock based compensation of $1,982, and an increase in the valuation allowance of $2,003 and the effect of the difference in the U.S. and foreign federal rates and the Canadian statutory rate of $2,222. | ||||||||||||
The 2013 effective income tax rate was significantly lower than the statutory rate due primarily to an increase in the valuation allowance of $6,952 and non-deductible stock based compensation of $24,357. | ||||||||||||
The 2012 effective income tax rate was significantly lower than the statutory rate due primarily to an increase in the valuation allowance of $15,682 and non-deductible stock based compensation of $7,699. | ||||||||||||
Income taxes receivable were $235 and $533 at December 31, 2014 and 2013, respectively, and were included in other current assets on the balance sheet. Income taxes payable were $5,368 and $4,907 at December 31, 2014 and 2013, respectively, and were included in accrued and other liabilities on the balance sheet. It is the Company’s policy to classify interest and penalties arising in connection with the under payment of income taxes as a component of income tax expense. For the years ended 2014, 2013, and 2012, income tax expense does not include any amounts for interest and penalties. | ||||||||||||
The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, were as follows: | ||||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Capital assets and other | $ | 45,496 | $ | 36,449 | ||||||||
Net operating loss carry forwards | 39,525 | 41,947 | ||||||||||
Interest deductions | 17,456 | 21,753 | ||||||||||
Refinancing charge | 5,176 | 10,153 | ||||||||||
Deferred acquisition consideration | 5,204 | 26,779 | ||||||||||
Stock compensation | 1,561 | 1,433 | ||||||||||
Pension plan | 3,597 | — | ||||||||||
Unrealized foreign exchange | 6,954 | 2,372 | ||||||||||
Capital loss carry forwards | 14,834 | 16,180 | ||||||||||
Accounting reserves | 5,135 | 4,769 | ||||||||||
Gross deferred tax asset | 144,938 | 161,835 | ||||||||||
Less: valuation allowance | (119,117 | ) | (137,961 | ) | ||||||||
Net deferred tax assets | 25,821 | 23,874 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Pension plan | — | (1,112 | ) | |||||||||
Deferred finance charges | (386 | ) | (420 | ) | ||||||||
Capital assets | (396 | ) | (178 | ) | ||||||||
Goodwill amortization | (77,603 | ) | (61,859 | ) | ||||||||
Total deferred tax liabilities | (78,385 | ) | (63,569 | ) | ||||||||
Net deferred tax asset (liability) | $ | (52,564 | ) | $ | (39,695 | ) | ||||||
Disclosed as: | ||||||||||||
Deferred tax assets | $ | 25,480 | $ | 23,380 | ||||||||
Deferred tax liabilities | (78,044 | ) | (63,075 | ) | ||||||||
$ | (52,564 | ) | $ | (39,695 | ) | |||||||
Included in accrued and other liabilities at December 31, 2014 and 2013 is a deferred tax liability of $47 and $55, respectively. Included in other current assets at December 31, 2014 and 2013 is a deferred tax asset of $6,722 and $2,249, respectively. | ||||||||||||
The Company has U.S. federal net operating loss carry forwards of $51,043 and non-U.S. net operating loss carry forwards of $52,139, these carry forwards expire in years 2015 through 2031. The Company also has total indefinite loss carry forwards of $131,758. These indefinite loss carry forwards consist of $36,052 relating to the U.S. and $95,706 which are related to capital losses from the Canadian operations. In addition, the Company has net operating loss carry forwards for various state taxing jurisdictions of approximately $144,622. | ||||||||||||
The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management considers factors such as the reversal of deferred income tax liabilities, projected future taxable income, the character of the income tax asset; tax planning strategies, changes in tax laws and other factors. A change to these factors could impact the estimated valuation allowance and income tax expense. | ||||||||||||
The valuation allowance has been recorded to reduce our deferred tax asset to an amount that is more likely than not to be realized, and is based upon the uncertainty of the realization of certain US, non-U.S. and state deferred tax assets. The increase in the Company’s valuation allowance charged to the statement of operations for each of the years ended December 31, 2014, 2013 and 2012 was $2,003, $6,952 and $15,682, respectively. In addition, a benefit of $1,112 and an expense of $1,112 has been recorded in accumulated other comprehensive loss relating to the defined pension plan, for the year ended December 31, 2014 and 2013, respectively. | ||||||||||||
Deferred taxes are not provided for temporary differences representing earnings of subsidiaries that are intended to be permanently reinvested. The potential deferred tax liability associated with these undistributed earnings is not material. | ||||||||||||
As of December 31, 2014 and 2013, the Company recorded a liability for unrecognized tax benefits as well as applicable penalties and interest in the amount of $4,166. As of December 31, 2014, accrued penalties and interest included in unrecognized tax benefits were approximately $1,093. The Company identified an uncertainty relating to the future tax deductibility of certain intercompany interest and fees, to the extent that such future benefit will be established, the resolution of this position will have no effect with respect to the financial statements. If these unrecognized tax benefits were to be recognized, it would affect the Company's effective tax rate. | ||||||||||||
Changes in the Company’s reserve is as follows: | ||||||||||||
Balance at December 31, 2011 | $ | 3,624 | ||||||||||
Charges to income tax expense | — | |||||||||||
Settlement of uncertainty | (551 | ) | ||||||||||
Balance at December 31, 2012 | 3,073 | |||||||||||
Charges to income tax expense | — | |||||||||||
Balance at December 31, 2013 | 3,073 | |||||||||||
Charges to income tax expense | — | |||||||||||
Balance at December 31, 2014 | $ | 3,073 | ||||||||||
We do not expect our unrecognized tax benefits to change significantly over the next 12 months. | ||||||||||||
The Company has completed U.S. federal tax audits through 2006 and has completed a non-U.S. tax audit through 2004. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||
Discontinued Operations | Discontinued Operations | |||||||||||
In 2014, the Company made the decision to strategically sell the net assets of Accent Marketing Services, L.L.C., which was previously reported in the Performance Marketing Services segment. The sale is expected to be completed in 2015. | ||||||||||||
In 2013, the Company discontinued two subsidiaries and an operating division. | ||||||||||||
In 2012, the Company discontinued a subsidiary and certain operating divisions. | ||||||||||||
Included in discontinued operations in the Company’s consolidated statements of operations for the years ended December 31, were the following: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenue | $ | 70,041 | $ | 89,659 | $ | 108,399 | ||||||
Operating loss | (4,704 | ) | (324 | ) | (5,659 | ) | ||||||
Other expense | (458 | ) | (522 | ) | (773 | ) | ||||||
Noncontrolling interest expense recovery | — | (55 | ) | 1,304 | ||||||||
Loss on disposal | (16,098 | ) | (8,299 | ) | — | |||||||
Net loss from discontinued operations | $ | (21,260 | ) | $ | (9,200 | ) | $ | (5,128 | ) | |||
At December 31, 2014, other current assets and other long term assets included assets held for sale of $5,591 and $16,409, respectively. At December 31, 2013, other assets and other current liabilities included no related assets and no liabilities held for sale. For the year ended December 31, 2014, the loss on disposal includes a goodwill write off of $15,564. |
Debt
Debt | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Debt | Debt | |||||||
At December 31, the Company’s indebtedness was comprised as follows: | ||||||||
2014 | 2013 | |||||||
Revolving credit facility | $ | — | $ | — | ||||
6.75% Notes due 2020 | 735,000 | 660,000 | ||||||
Original issue premium | 7,017 | 4,056 | ||||||
Note payable and other bank loans | — | 120 | ||||||
742,017 | 664,176 | |||||||
Obligations under capital leases | 1,110 | 952 | ||||||
743,127 | 665,128 | |||||||
Less: | ||||||||
Current portion | 534 | 467 | ||||||
$ | 742,593 | $ | 664,661 | |||||
Interest expense related to long-term debt for the years ended December 31, 2014, 2013 and 2012 was $50,832, $92,704 and $43,975, respectively. For the year ended December 31, 2013, interest expense included a $55,588 loss on redemption of the 11% Notes. For the year ended December 31, 2014, 2013, and 2012, interest expense included income of $975, $4,262, $46, related to the amortization of the original issue premium. For the years ended December 31, 2014, 2013, and 2012, interest expense also included $2,186, $232 and $277, of present value adjustments for fixed deferred acquisition payments, respectively. | ||||||||
The amortization and write off of deferred finance costs included in interest expense were $3,222, $12,024 and $2,295 for the years ended December 31, 2014, 2013, and 2012, respectively. | ||||||||
Issuance of 6.75% Senior Notes | ||||||||
On March 20, 2013, 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 $550 million aggregate principal amount 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 due 2020. 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 payment of underwriter fees of $1,500. 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. | ||||||||
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. | ||||||||
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 maturity 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. | ||||||||
Advances under the Credit Agreement bear interest as follows: (a)(i) LIBOR Rate Loans bear interest at the LIBOR Rate and (ii) Base Rate Loans bear interest at the Base Rate, plus (b) an applicable margin. The initial applicable margin for borrowing is 1.00% in the case of Base Rate Loans and 1.75% in the case of LIBOR Rate Loans. In addition to paying interest on outstanding principal under the Credit Agreement, MDC is required to pay an unused revolver fee to lenders under the Credit Agreement in respect of unused commitments thereunder. | ||||||||
The Credit Agreement is guaranteed by substantially all of MDC’s present and future subsidiaries, other than immaterial subsidiaries and subject to customary exceptions. The Credit Agreement includes covenants that, among other things, restrict MDC’s ability and the ability of its subsidiaries to incur or guarantee additional indebtedness; pay dividends on or redeem or repurchase the capital stock of MDC; make certain types of investments; impose limitations on dividends or other amounts from MDC’s subsidiaries; incur certain liens, sell or otherwise dispose of certain assets; enter into transactions with affiliates; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The Credit Agreement also contains financial covenants, including a total leverage ratio, a senior leverage ratio, a fixed charge coverage ratio and a minimum earnings level. The Credit Agreement is also subject to customary events of default. | ||||||||
The Company is currently in compliance with all of the terms and conditions of its Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with the covenants over the next twelve months. At December 31, 2014, there were no borrowings under the Credit Agreement. | ||||||||
At December 31, 2014, the Company had issued $4,822 of undrawn outstanding letters of credit. | ||||||||
At December 31, 2014 and 2013, accounts payable included $72,147 and $34,312 of outstanding checks, respectively. | ||||||||
Future Principal Repayments | ||||||||
Future principal repayments, including capital lease obligations, for the years ended December 31, and in aggregate are as follows: | ||||||||
Period | Amount | |||||||
2015 | $ | 534 | ||||||
2016 | 472 | |||||||
2017 | 104 | |||||||
2018 | — | |||||||
2019 | — | |||||||
2020 and thereafter | 735,000 | |||||||
$ | 736,110 | |||||||
Capital Leases | ||||||||
Future minimum capital lease payments for the years ended December 31 and in aggregate are as follows: | ||||||||
Period | Amount | |||||||
2015 | $ | 600 | ||||||
2016 | 490 | |||||||
2017 | 105 | |||||||
2018 | — | |||||||
2019 | — | |||||||
2020 and thereafter | — | |||||||
1,195 | ||||||||
Less: imputed interest | (85 | ) | ||||||
1,110 | ||||||||
Less: current portion | (534 | ) | ||||||
$ | 576 | |||||||
Share_Capital
Share Capital | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||
Share Capital | Share Capital | ||||||||||||||||||
The authorized share capital of the Company is as follows: | |||||||||||||||||||
(a) Authorized Share Capital | |||||||||||||||||||
Class A Shares | |||||||||||||||||||
An unlimited number, subordinate voting shares, carrying one vote each, entitled to dividends equal to or greater than Class B shares, convertible at the option of the holder into one Class B share for each Class A share after the occurrence of certain events related to an offer to purchase all Class B shares. | |||||||||||||||||||
Class B Shares | |||||||||||||||||||
An unlimited number, carrying 20 votes each, convertible at any time at the option of the holder into one Class A share for each Class B share. | |||||||||||||||||||
Preferred A Shares | |||||||||||||||||||
An unlimited number, non-voting, issuable in series. | |||||||||||||||||||
(b) Employee Stock Incentive Plan | |||||||||||||||||||
On May 26, 2005, the Company’s shareholders approved the Company’s 2005 Stock Incentive Plan (the “2005 Incentive Plan”). The 2005 Incentive Plan authorizes the issuance of awards to employees, officers, directors and consultants of the Company with respect to 3,000,000 shares of MDC Partners’ Class A Subordinate Voting Shares or any other security in to which such shares shall be exchanged. On June 1, 2007 and on June 2, 2009, the Company’s shareholders approved a total additional authorized Class A Shares of 3,750,000 to be added to the 2005 Incentive Plan for a total of 6,750,000 authorized Class A Shares. On May 30, 2008, the Company’s shareholders approved the 2008 Key Partner Incentive Plan, which provides for the issuance of 900,000 Class A Shares. On June 1, 2011, the Company’s shareholders approved the 2011 Stock Incentive Plan, which provides for the issuance of up to 3,000,000 Class A Shares. As of December 31, 2014, the Company has granted 300,000 Director options (of which 150,000 were forfeited), which option grants were for a ten-year term and vests over five (5) years from the grant date under the 2005 Incentive Plan. | |||||||||||||||||||
The following table summarizes information about time based and financial performance-based restricted stock and restricted stock unit awards granted under the 2005 Incentive Plan, 2008 Key Partner Incentive Plan and 2011 Stock Incentive Plan: | |||||||||||||||||||
Performance Based Awards | Time Based Awards | ||||||||||||||||||
Shares | Weighted Average Grant Date Fair | Shares | Weighted Average | ||||||||||||||||
Value | Grant Date | ||||||||||||||||||
Fair Value | |||||||||||||||||||
Balance at December 31, 2011 | 2,070,835 | $ | 10.54 | 877,349 | $ | 8.57 | |||||||||||||
Granted | 1,130,844 | 8.7 | 375,356 | 7.78 | |||||||||||||||
Vested | (2,621,981 | ) | 9.63 | (395,187 | ) | 8.17 | |||||||||||||
Forfeited | (44,919 | ) | 10.44 | (22,080 | ) | 9.88 | |||||||||||||
Balance at December 31, 2012 | 534,779 | $ | 10.73 | 835,438 | $ | 8.48 | |||||||||||||
Granted | 300,756 | 8.97 | 2,612,520 | 16.83 | |||||||||||||||
Vested | (353,858 | ) | 10.63 | (2,499,083 | ) | 15.79 | |||||||||||||
Forfeited | (19,011 | ) | 7.9 | (35,087 | ) | 10.91 | |||||||||||||
Balance at December 31, 2013 | 462,666 | $ | 9.79 | 913,788 | $ | 12.54 | |||||||||||||
Granted | 120,578 | 25.09 | 293,705 | 21.99 | |||||||||||||||
Vested | (497,214 | ) | 9.62 | (264,478 | ) | 10.88 | |||||||||||||
Forfeited | — | — | (26,874 | ) | 11.52 | ||||||||||||||
Balance at December 31, 2014 | 86,030 | $ | 23.14 | 916,141 | $ | 16.36 | |||||||||||||
The total fair value of restricted stock and restricted stock unit awards, which vested during the year ended December 31, 2014, 2013 and 2012 was $7,659, $43,227 and $22,557, respectively. In connection with the vesting of these awards, the Company included in the taxable loss the amounts of $11,874, $17,219 and $5,242 in 2014, 2013 and 2012, respectively. At December 31, 2014, the weighted average remaining contractual life for performance based awards is 2.1 years and for time based awards is 1.8 years. At December 31, 2014, the fair value of all restricted stock and restricted stock unit awards is $22,769. The term of these awards is three years with vesting up to three years. At December 31, 2014, the unrecognized compensation expense for these awards was $10,027 and will be recognized through 2017. At December 31, 2014, there are 257,368 awards available to grant. | |||||||||||||||||||
The Company’s Board of Directors adopted the 2005 Incentive Plan as a replacement for MDC Partners’ Amended and Restated Stock Option Incentive Plan (the “Prior 2003 Plan”). Following approval of the 2005 Incentive Plan, the Company ceased making awards under the Prior 2003 Plan. | |||||||||||||||||||
Prior to adoption of the 2005 Incentive Plan, the Company’s Prior 2003 Plan provided for grants of up to 2,836,179 options to employees, officers, directors and consultants of the Company. All the options granted were for a term of five years from the date of the grant and vest 20% on the date of grant and a further 20% on each anniversary date. In addition, the Company granted 802,440 options, on the privatization of Maxxcom, with a term of no more than 10 years from initial date of grant by Maxxcom and vest 20% in each of the first two years with the balance vesting on the third anniversary of the initial grant. | |||||||||||||||||||
Information related to share option transactions grant under all plans over the past three years is summarized as follows: | |||||||||||||||||||
Options Outstanding | Options Exercisable | Non Vested Options | |||||||||||||||||
Number Outstanding | Weighted Average | Number Outstanding | Weighted Average | ||||||||||||||||
Price per | Price per | ||||||||||||||||||
Share | Share | ||||||||||||||||||
Balance at December 31, 2011 | 132,120 | $ | 6.08 | 124,620 | $ | 6.09 | 7,500 | ||||||||||||
Vested | — | — | (7,500 | ) | |||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | (4,728 | ) | 5.79 | — | |||||||||||||||
Expired and cancelled | (14,892 | ) | 5.19 | — | |||||||||||||||
Balance at December 31, 2012 | 112,500 | $ | 6.35 | 112,500 | $ | 6.35 | — | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | — | — | — | ||||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2013 | 112,500 | $ | 6.03 | 112,500 | $ | 6.03 | — | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | — | — | — | ||||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2014 | 112,500 | $ | 5.7 | 112,500 | $ | 5.7 | — | ||||||||||||
At December 31, 2014, the intrinsic value of vested options and the intrinsic value of all options was $1,915. For options exercised during 2014, 2013 and 2012, the Company received cash proceeds of nil, nil and $27, respectively. The Company did not receive any windfall tax benefits. The intrinsic value of options exercised during 2014, 2013 and 2012 was nil, nil and $5, respectively. At December 31, 2014, the weighted average remaining contractual life of all outstanding options was 1.8 years and for all vested options was 1.8 years. At December 31, 2014, the unrecognized compensation expense of all options was nil. | |||||||||||||||||||
Share options outstanding as of December 31, 2014 are summarized as follows: | |||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||
Range of Exercise Prices | Outstanding Number | Weighted Average Contractual | Weighted Average | Exercisable Number | Weighted Average | Weighted Average Contractual | |||||||||||||
Life | Price per | Price per | Life | ||||||||||||||||
Share | Share | ||||||||||||||||||
$5.63 – $5.83 | 112,500 | 1.8 | $ | 5.7 | 112,500 | $ | 5.7 | 1.8 | |||||||||||
(c) Stock Appreciation Rights | |||||||||||||||||||
During 2003, the Compensation Committee of the Board of Directors approved a SAR’s compensation program for senior officers and directors of the Company. SAR’s granted prior to 2006 have a term of four years, for SAR’s granted in 2006 and after they have a term of up to 10 years and all awards vest one-third on each anniversary date. | |||||||||||||||||||
SAR’s granted and outstanding are as follows: | |||||||||||||||||||
SAR’s Outstanding | SAR’s Exercisable | Non Vested SAR’s | |||||||||||||||||
Weighted Average | Weighted Average | Number Outstanding | Price per | ||||||||||||||||
Number Outstanding | Price per | Share | |||||||||||||||||
Share | |||||||||||||||||||
Balance at December 31, 2011 | 4,737,194 | $ | 2.5 | 3,100,685 | $ | 2.5 | 1,636,509 | ||||||||||||
Vested | — | — | (1,570,539 | ) | |||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | (104,048 | ) | 2.94 | (65,970 | ) | ||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2012 | 4,633,146 | $ | 2.49 | 4,633,146 | $ | 2.49 | — | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | (4,633,146 | ) | 2.49 | — | |||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2013 | — | $ | — | — | $ | — | — | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | — | — | — | ||||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2014 | — | $ | — | — | $ | — | — | ||||||||||||
At December 31, 2014, the aggregate amount of shares to be issued on vested SAR’s was nil. During 2014, 2013 and 2012, the aggregate value of SAR’s exercised was nil, $80,323, and $301, respectively. The Company received tax deductions of nil, $12,682, and $296 in 2014, 2013 and 2012, respectively. In November 2013, the Company determined that all outstanding SAR’s would be settled in cash and marked the SAR’s to market. At December 31, 2014, the unrecognized compensation expense of all SAR’s was nil. | |||||||||||||||||||
(d) Equity Value Appreciation Awards | |||||||||||||||||||
In January 2011, the Company awarded 2,119,500 extraordinary Equity Value Appreciation Awards (“EVARs”) to its employees. During 2013, these EVARs resulted in the issuance of 1,917,000 restricted stock units and restricted stock shares (“RSUs”). The RSUs underlying the EVAR grant vested on December 31, 2013. | |||||||||||||||||||
The Company measured the fair value of EVARs using a lattice based model (Monte Carlo) on the grant date. | |||||||||||||||||||
Information related to EVAR transactions over the past three years is summarized as follows: | |||||||||||||||||||
EVARs Outstanding | EVARs Exercisable | Non Vested EVARs | |||||||||||||||||
Number Outstanding | Weighted Average Issuance | Number Outstanding | Weighted Average Issuance | ||||||||||||||||
Price per | Price per | ||||||||||||||||||
Share | Share | ||||||||||||||||||
Balance at December 31, 2011 | 2,052,000 | $ | 15.33 | — | $ | — | 2,052,000 | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Expired and cancelled | (135,000 | ) | 15.33 | (135,000 | ) | ||||||||||||||
Balance at December 31, 2012 | 1,917,000 | $ | 15.33 | — | $ | — | 1,917,000 | ||||||||||||
Vested | (1,917,000 | ) | 15.33 | (1,917,000 | ) | ||||||||||||||
Granted | — | — | — | ||||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2013 | — | $ | — | — | $ | — | — | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2014 | — | $ | — | — | $ | — | — | ||||||||||||
The grant date fair value of these EVARs was $13,240. At December 31, 2014, there are no outstanding EVARs. | |||||||||||||||||||
The Company has reserved a total of 2,377,822 Class A shares in order to meet its obligations under various conversion rights, warrants and employee share related plans. At December 31, 2014 there were 1,002,172 shares available for future option and similar grants. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||
The Company adopted guidance regarding accounting for Fair Value Measurements. 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 three 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 assets that is measured at fair value on a recurring basis at December 31, 2014 and 2013: | ||||||||||||||||
Level 1 2014 | Level 1 2013 | |||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||
Liabilities: | ||||||||||||||||
Long term debt | $ | 742,017 | $ | 751,538 | $ | 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) | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Beginning Balance of contingent payments | $ | 151,848 | $ | 194,795 | ||||||||||||
Payments | (61,441 | ) | (106,460 | ) | ||||||||||||
Grants (1) | 68,642 | 31,608 | ||||||||||||||
Redemption value adjustments (2) | 20,816 | 38,712 | ||||||||||||||
Transfers (to) from fixed payments | (5,146 | ) | (6,318 | ) | ||||||||||||
Foreign translation adjustment | (2,492 | ) | (489 | ) | ||||||||||||
Ending Balance of contingent payments | $ | 172,227 | $ | 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 $33,141 and $2,065 for total deferred acquisition consideration of $205,368 and $153,913, which reconciles to the consolidating financial statements at December 31, 2014 and 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 earning 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. |
Segment_Information
Segment Information | 12 Months Ended | |||||||||||||||
Dec. 31, 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 one reportable Strategic Marketing Services segment plus two "other" segments, Performance Marketing Services and 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 service, media planning and buying and direct marketing initiatives. In addition, services include consumer activation, investor relations and general public insights. | |||||||||||||||
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. The Company will continue to evaluate the services and amount of time spent directly on the operating segments business operations, and adjust accordingly. | ||||||||||||||||
For the year ended December 31, 2014 | ||||||||||||||||
Strategic Marketing Services | Performance Marketing Services | Corporate | Total | |||||||||||||
Revenue | $ | 954,211 | $ | 269,301 | $ | — | $ | 1,223,512 | ||||||||
Cost of services sold | 617,914 | 180,604 | — | 798,518 | ||||||||||||
Office and general expenses | 200,716 | 45,224 | 44,133 | 290,073 | ||||||||||||
Depreciation and amortization | 24,158 | 21,229 | 1,785 | 47,172 | ||||||||||||
Operating profit (loss) | 111,423 | 22,244 | (45,918 | ) | 87,749 | |||||||||||
Other income (expense): | ||||||||||||||||
Other income, net | 689 | |||||||||||||||
Foreign exchange loss | (18,482 | ) | ||||||||||||||
Interest expense and finance charges, net | (54,847 | ) | ||||||||||||||
Income from continuing operations before income taxes, equity in non-consolidated affiliates | 15,109 | |||||||||||||||
Income tax expense | 12,422 | |||||||||||||||
Income from continuing operations before equity in non-consolidated affiliates | 2,687 | |||||||||||||||
Equity in earnings of non-consolidated affiliates | 1,406 | |||||||||||||||
Income from continuing operations | 4,093 | |||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (21,260 | ) | ||||||||||||||
Net loss | (17,167 | ) | ||||||||||||||
Net income attributable to noncontrolling interests | (6,943 | ) | 53 | — | (6,890 | ) | ||||||||||
Net loss attributable to MDC Partners Inc. | $ | (24,057 | ) | |||||||||||||
Stock-based compensation | $ | 9,616 | $ | 3,553 | $ | 4,527 | $ | 17,696 | ||||||||
Capital expenditures from continuing operations | $ | 22,452 | $ | 2,627 | $ | 1,337 | $ | 26,416 | ||||||||
Goodwill and intangibles | $ | 560,505 | $ | 376,989 | $ | — | $ | 937,494 | ||||||||
Total assets | $ | 891,341 | $ | 476,795 | $ | 280,754 | $ | 1,648,890 | ||||||||
For the year ended December 31, 2013 | ||||||||||||||||
Strategic Marketing Services | Performance Marketing Services | Corporate | Total | |||||||||||||
Revenue | $ | 836,936 | $ | 225,542 | $ | — | $ | 1,062,478 | ||||||||
Cost of services sold | 535,085 | 169,884 | — | 704,969 | ||||||||||||
Office and general expenses | 190,699 | 38,551 | 126,714 | 355,964 | ||||||||||||
Depreciation and amortization | 24,210 | 10,535 | 1,394 | 36,139 | ||||||||||||
Operating profit (loss) | 86,942 | 6,572 | (128,108 | ) | (34,594 | ) | ||||||||||
Other income (expense): | ||||||||||||||||
Other income, net | 2,531 | |||||||||||||||
Foreign exchange loss | (5,516 | ) | ||||||||||||||
Interest expense, finance charges, and loss on redemption of notes,net | (100,271 | ) | ||||||||||||||
Loss from continuing operations before income taxes, equity in non-consolidated affiliates | (137,850 | ) | ||||||||||||||
Income tax benefit | (4,367 | ) | ||||||||||||||
Loss from continuing operations before equity in non-consolidated affiliates | (133,483 | ) | ||||||||||||||
Equity in earnings of non-consolidated affiliates | 281 | |||||||||||||||
Loss from continuing operations | (133,202 | ) | ||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (9,200 | ) | ||||||||||||||
Net loss | (142,402 | ) | ||||||||||||||
Net income attributable to noncontrolling interests | (6,150 | ) | (311 | ) | — | (6,461 | ) | |||||||||
Net loss attributable to MDC Partners Inc. | $ | (148,863 | ) | |||||||||||||
Stock-based compensation | $ | 7,657 | $ | 3,017 | $ | 89,731 | $ | 100,405 | ||||||||
Capital expenditures from continuing operations | $ | 12,338 | $ | 2,339 | $ | 2,132 | $ | 16,809 | ||||||||
Goodwill and intangibles | $ | 525,412 | $ | 275,183 | $ | — | $ | 800,595 | ||||||||
Total assets | $ | 841,362 | $ | 379,391 | $ | 204,474 | $ | 1,425,227 | ||||||||
For the year ended December 31, 2012 | ||||||||||||||||
Strategic Marketing Services | Performance Marketing Services | Corporate | Total | |||||||||||||
Revenue | $ | 751,464 | $ | 221,509 | $ | — | $ | 972,973 | ||||||||
Cost of services sold | 504,407 | 162,922 | — | 667,329 | ||||||||||||
Office and general expenses | 193,758 | 48,561 | 38,847 | 281,166 | ||||||||||||
Depreciation and amortization | 27,807 | 13,298 | 1,342 | 42,447 | ||||||||||||
Operating profit (loss) | 25,492 | (3,272 | ) | (40,189 | ) | (17,969 | ) | |||||||||
Other income (expense): | ||||||||||||||||
Other income, net | 450 | |||||||||||||||
Foreign exchange loss | (1,138 | ) | ||||||||||||||
Interest expense and finance charges, net | (45,871 | ) | ||||||||||||||
Loss from continuing operations before income taxes, equity in non-consolidated affiliates | (64,528 | ) | ||||||||||||||
Income tax expense | 9,553 | |||||||||||||||
Loss from continuing operations before equity in non-consolidated affiliates | (74,081 | ) | ||||||||||||||
Equity in earnings of non-consolidated affiliates | 633 | |||||||||||||||
Loss from continuing operations | (73,448 | ) | ||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (5,128 | ) | ||||||||||||||
Net loss | (78,576 | ) | ||||||||||||||
Net income attributable to noncontrolling interests | (6,326 | ) | (537 | ) | — | (6,863 | ) | |||||||||
Net loss attributable to MDC Partners Inc. | $ | (85,439 | ) | |||||||||||||
Stock-based compensation | $ | 9,186 | $ | 8,227 | $ | 14,784 | $ | 32,197 | ||||||||
Capital expenditures from continuing operations | $ | 11,600 | $ | 4,555 | $ | 382 | $ | 16,537 | ||||||||
Goodwill and intangibles | $ | 542,573 | $ | 240,741 | $ | — | $ | 783,314 | ||||||||
Total assets | $ | 849,716 | $ | 374,982 | $ | 120,247 | $ | 1,344,945 | ||||||||
A summary of the Company’s long-lived assets, comprised of fixed assets, goodwill and intangibles, net, as at December 31, is set forth in the following table. | ||||||||||||||||
United States | Canada | Other | Total | |||||||||||||
Long-lived Assets | ||||||||||||||||
2014 | $ | 48,884 | $ | 7,099 | $ | 4,257 | $ | 60,240 | ||||||||
2013 | $ | 44,360 | $ | 5,424 | $ | 2,287 | $ | 52,071 | ||||||||
Goodwill and Intangible Assets | ||||||||||||||||
2014 | $ | 759,035 | $ | 154,349 | $ | 24,110 | $ | 937,494 | ||||||||
2013 | $ | 720,373 | $ | 80,222 | $ | — | $ | 800,595 | ||||||||
A summary of the Company’s revenue as at December 31 is set forth in the following table. | ||||||||||||||||
United States | Canada | Other | Total | |||||||||||||
Revenue: | ||||||||||||||||
2014 | $ | 993,474 | $ | 150,390 | $ | 79,648 | $ | 1,223,512 | ||||||||
2013 | $ | 870,525 | $ | 135,630 | $ | 56,323 | $ | 1,062,478 | ||||||||
2012 | $ | 781,210 | $ | 148,063 | $ | 43,700 | $ | 972,973 | ||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | Related Party Transactions | |
(a) | The Company incurred fees and paid cash incentive awards totaling $13,592, $15,992 and $2,739 in 2014, 2013 and 2012, respectively, relating to companies controlled by the Chairman and Chief Executive Officer (“CEO”) of the Company in respect of services rendered pursuant to a management services agreement and incentive plans. | |
On April 25, 2007, the Company entered into a new Management Services Agreement (as amended and restated on May 6, 2013, the “Services Agreement”) with Miles Nadal and with Nadal Management, Inc. to set forth the terms and conditions on which Miles Nadal will continue to provide services to the Company as its Chief Executive Officer. The Services Agreement is subject to automatic one-year extensions unless either party gives to the other a 60-day advance written notice of its intention not to renew. Effective January 1, 2013, the annual retainer amount (base salary) under the Services Agreement was increased to $1,750; effective January 1, 2014, the annual retainer amount was increased to $1,850; and effective January 1, 2015, the annual retainer amount was increased to $2,000. | ||
During 2012 and 2013 and in accordance with this Services Agreement, Mr. Nadal repaid an amount equal to $475 and $5,445 of loans due to the Company. As of April 26, 2013, Mr. Nadal has repaid and satisfied in full the remaining principal balance of all previously outstanding loans made by the Company to Mr. Nadal and his affiliates. After giving effect to this final repayment by Mr. Nadal to the Company, there is currently $0 remaining due and owing to the Company in respect of all prior loans. | ||
(b) | Pursuant to the amended Services Agreement, the Company agreed to provide to its CEO, Miles S. Nadal a special bonus of C$10,000 upon the first to occur of (i) the average market price of the Company’s Class A subordinate voting shares is C$30 per share or more for more than 20 consecutive trading days (measured as of the close of trading on each applicable date) or (ii) a change of control of the Company. This bonus is payable until the date that is three years after the date on which Mr. Nadal is no longer employed by the Company for any reason. During November 2013, this bonus was earned and paid to Mr. Nadal in the amount of C$10,000 (U.S. $9,649). | |
(c) | Beginning in 2014, MDC has chartered for business purposes an airplane and helicopter (together, the “Aircraft”) owned by entities controlled by Mr. Nadal and leased to an independent corporate aircraft management company. Entities controlled by Mr. Nadal paid for the purchases of the Aircraft and are legally responsible and have paid for all operating, personnel and maintenance costs associated with the Aircraft’s operations. Payments by third parties to charter the Aircraft from the corporate aircraft management company will offset a portion of the costs. Payments by MDC for the business use of the Aircraft by Mr. Nadal and other Executive employees of MDC are made to the corporate aircraft management company at a fixed hourly rate set forth in the aircraft service agreement between the aircraft management company and entities controlled by Mr. Nadal. In 2014, MDC paid a total of $1,620 for the business use of the Aircraft. | |
(d) | In 2000, the Company purchased 1,600,000 shares in Trapeze Media Limited (“Trapeze”) for $215. At the same time, the Company’s CEO purchased 4,280,000 shares of Trapeze for $576, the Company’s former Chief Financial Officer and a Managing Director of the Company each purchased 50,000 Trapeze shares for $7 and a Board Member of the Company purchased 75,000 shares of Trapeze for $10. In 2001, the Company purchased an additional 1,250,000 shares for $161, and the Company’s CEO purchased 500,000 shares for $64. In 2002, the Company’s CEO purchased 3,691,930 shares of Trapeze for $470. All of these purchases were made at identical prices (C$.20/share). In 2003, the Company and the CEO exchanged their units in Trapeze for non-voting shares and entered into a voting trust agreement. | |
During 2013, an MDC partner firm provided services to Trapeze in exchange for fees equal to $187, respectively. Trapeze did not provide any services to MDC nor its partner firms in the three years ended December 31, 2014, prior to the July 31, 2014 acquisition. | ||
On July 31, 2014, Union Advertising Canada LP (an MDC subsidiary), 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. |
Commitments_Contingencies_and_
Commitments, Contingencies and Guarantees | 12 Months Ended | ||||
Dec. 31, 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 either a portion of or all of 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 period 2014 to 2018. 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 December 31, 2014, perform over the relevant future periods at their 2014 earnings levels, that these rights, if all exercised, could require the Company, in future periods, to pay an aggregate amount of approximately $19,722 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 $103 by the issuance of share capital. In addition, the Company is obligated under similar put option rights to pay an aggregate amount of approximately $175,229 only upon termination of such owner’s employment with the applicable subsidiary or death. 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 and if these rights are exercised. The aggregate amount of these options is $194,951, which has been recorded on the balance sheet at December 31, 2014 and is included in Redeemable Noncontrolling Interests. | |||||
Natural Disasters. Certain of the Company’s operations are located in regions of the United States and the Caribbean which typically are subject to hurricanes. During the year ended December 31, 2014, 2013, and 2012, these operations did not incur any material costs related to damages resulting from hurricanes, although certain agency operations experienced temporary closures in 2012 as a result of Hurricane Sandy. | |||||
Guarantees. Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred, and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable. | |||||
Legal Proceedings. The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company. | |||||
Commitments. At December 31, 2014, the Company has $4,822 of undrawn outstanding letters of credit. In addition, the Company has commitments to fund investments in an aggregate amount of $10,209. | |||||
Leases. The Company and its subsidiaries lease certain facilities and equipment. Gross premises rental expense amounted to $42,657 for 2014, $38,366 for 2013 and $34,422 for 2012, which was reduced by sublease income of $1,449 in 2014, $897 in 2013 and $820 in 2012. Where leases contain escalation clauses or other concessions, the impact of such adjustments is recognized on a straight-line basis over the minimum lease period. | |||||
Minimum rental commitments for the rental of office and production premises and equipment under non-cancellable leases net of sublease income, some of which provide for rental adjustments due to increased property taxes and operating costs for 2015 and thereafter, are as follows: | |||||
Period | Amount | ||||
2015 | $ | 41,871 | |||
2016 | 39,006 | ||||
2017 | 33,740 | ||||
2018 | 31,168 | ||||
2019 | 26,472 | ||||
2020 and thereafter | 62,644 | ||||
$ | 234,901 | ||||
At December 31, 2014, the total future cash to be received on sublease income is $10,741. |
New_Accounting_Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements |
In August 2014, the FASB issued Standards Update 2014-15, Presentation of Financial Statements - Going Concern. This update will be effective for fiscal years and interim periods beginning after December 15, 2016 and early application is permitted. ASU 2014-15 requires that management evaluate at each annual and interim reporting period whether there is a substantial doubt about an entity’s ability to continue as a going concern within one year of the date that the financial statements are issued. The implementation of the amended accounting guidance is not expected to have an impact on the presentation of our results of operations, financial position or disclosures. | |
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 choice of transition method. | |
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. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||
Employee Benefit Plans | Employee Benefit Plans | |||||||||||||||
A subsidiary acquired in 2012 sponsors a defined benefit plan. The benefits under the defined benefit plans are based on each employee’s years of service and compensation. Effective March 1, 2006, the plan was frozen to all new employees. The Company’s policy is to contribute the minimum amounts required by the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The assets of the plans are invested in an investment trust fund and consist of investments in money market funds, bonds and common stock, mutual funds, preferred stock, and partnership interests. | ||||||||||||||||
Net periodic pension cost consists of the following components for the year ended December 31: | ||||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Service cost | $ | — | $ | — | ||||||||||||
Interest cost on benefit obligation | 1,788 | 1,752 | ||||||||||||||
Expected return on plan assets | (2,025 | ) | (1,829 | ) | ||||||||||||
Curtailment and settlements | — | 105 | ||||||||||||||
Amortization of prior service cost | — | — | ||||||||||||||
Amortization of actuarial (gains) losses | — | 15 | ||||||||||||||
Net periodic benefit cost (benefit) | $ | (237 | ) | $ | 43 | |||||||||||
ASC 715-30-25 requires an employer to recognize the funded status of its defined pension benefit plan as a net asset or liability in its statement of financial position with an offsetting amount in accumulated other comprehensive income, and to recognize changes in that funded status in the year in which changes occur through comprehensive income. | ||||||||||||||||
Other changes in plan assets and benefit obligation recognized in Other Comprehensive Loss consist of the following for the year ended December 31: | ||||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Curtailment/settlement | $ | — | $ | (105 | ) | |||||||||||
Current year actuarial (gain) loss | 11,515 | (7,928 | ) | |||||||||||||
Amortization of actuarial gain (loss) | — | (15 | ) | |||||||||||||
Current year prior service (credit) cost | — | — | ||||||||||||||
Amortization of prior service credit (cost) | — | — | ||||||||||||||
Amortization of transition asset (obligation) | — | — | ||||||||||||||
Total recognized in other comprehensive (income) loss | $ | 11,515 | $ | (8,048 | ) | |||||||||||
Total recognized in net periodic benefit cost and other comprehensive (income) loss | 11,278 | $ | (8,005 | ) | ||||||||||||
The following table summarizes the change in benefit obligations and fair values of plan assets for the years ended December 31, 2014 and 2013: | ||||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Change in benefit obligation: | ||||||||||||||||
Benefit obligation, Beginning balance | $ | 32,857 | $ | 40,041 | ||||||||||||
Service Cost | — | — | ||||||||||||||
Interest Cost | 1,788 | 1,752 | ||||||||||||||
Change in Mortality | 3,287 | — | ||||||||||||||
Plan amendments | — | — | ||||||||||||||
Curtailment/settlement | — | (1,567 | ) | |||||||||||||
Actuarial (gains) losses | 7,681 | (4,954 | ) | |||||||||||||
Benefits paid | (1,814 | ) | (2,415 | ) | ||||||||||||
Benefit obligation, Ending balance | 43,799 | 32,857 | ||||||||||||||
Change in plan assets: | ||||||||||||||||
Fair value of plan assets, Beginning balance | 26,868 | 24,769 | ||||||||||||||
Actual return on plan assets | 1,478 | 3,236 | ||||||||||||||
Employer contributions | 1,828 | 1,278 | ||||||||||||||
Benefits paid | (1,814 | ) | (2,415 | ) | ||||||||||||
Fair value of plan assets, Ending balance | 28,360 | 26,868 | ||||||||||||||
Unfunded status | $ | 15,439 | $ | 5,989 | ||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Amounts recognized in the balance sheet consist of: | ||||||||||||||||
Noncurrent liability | $ | 15,439 | $ | 5,989 | ||||||||||||
Net amount recognized | $ | 15,439 | $ | 5,989 | ||||||||||||
Amounts recognized in Accumulated Other Comprehensive Loss: | ||||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Accumulated net actuarial losses | $ | 8,796 | $ | (1,607 | ) | |||||||||||
Accumulated prior service cost | — | — | ||||||||||||||
Accumulated transition obligation | — | — | ||||||||||||||
Net amount recognized, net of tax | $ | 8,796 | $ | (1,607 | ) | |||||||||||
The preceding table presents two measures of benefit obligations for the pension plan. Accumulated benefit obligation generally measures the value of benefits earned to date. Projected benefit obligation also includes the effect of assumed future compensation increases for plans in which benefits for prior service are affected by compensation changes. This pension plan has asset values less than these measures. Plan funding amounts are calculated pursuant to ERISA and Internal Revenue Code rules. | ||||||||||||||||
Weighted average assumptions used to determine benefit obligations as of December 31: | ||||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Discount rate | 4.38 | % | 5.26 | % | ||||||||||||
Rate of compensation increase | N/A | N/A | ||||||||||||||
The discount rate assumptions at December 31, 2014 and 2013 were determined independently. A yield curve was produced for a universe containing the majority of U.S.-issued AA-graded corporate bonds, all of which were non-callable (or callable with make-whole provisions). The discount rate was developed as the level equivalent rate that would produce the same present value as that using spot rates aligned with the projected benefit payments. | ||||||||||||||||
Weighted average assumptions used to determine net periodic costs at December 31: | ||||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Discount rate | 5.26 | % | 4.53 | % | ||||||||||||
Expected return on plan assets | 7.4 | % | 7.4 | % | ||||||||||||
Rate of compensation increase | N/A | N/A | ||||||||||||||
The expected return on plan assets is a long-term assumption established by considering historical and anticipated returns of the asset classes invested in by the pension plan and the allocation strategy currently in place among those classes. | ||||||||||||||||
Fair Value of Plan Assets | ||||||||||||||||
The Defined Benefit plan assets fall into any of three fair value classifications as defined in the Guidance for Fair Value Measurements. There are no Level 3 assets held by the plan. The fair value of the plan assets as of December 31 is as follows: | ||||||||||||||||
31-Dec-14 | Level 1 | Level 2 | Level 3 | |||||||||||||
Asset Category: | ||||||||||||||||
Money Market Fund – Short Term Investments | $ | 982 | $ | 251 | $ | 731 | $ | — | ||||||||
Common Stock | 11,099 | 11,099 | — | — | ||||||||||||
Corporate Bonds | 5,460 | — | 5,460 | — | ||||||||||||
Mutual Funds | 10,606 | 10,606 | — | — | ||||||||||||
Foreign Stock | 213 | 213 | — | — | ||||||||||||
Total | $ | 28,360 | $ | 22,169 | $ | 6,191 | $ | — | ||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | |||||||||||||
Asset Category: | ||||||||||||||||
Money Market Fund – Short Term Investments | $ | 2,020 | $ | 106 | $ | 1,914 | $ | — | ||||||||
Common Stock | 9,826 | 9,826 | — | — | ||||||||||||
Corporate Bonds | 6,215 | — | 6,215 | — | ||||||||||||
Mutual Funds | 8,172 | 8,172 | — | — | ||||||||||||
Foreign Stock | 635 | 635 | — | — | ||||||||||||
Total | $ | 26,868 | $ | 18,739 | $ | 8,129 | $ | — | ||||||||
The pension plans weighted-average asset allocation for the years ended December 31, 2014 and 2013 are as follows: | ||||||||||||||||
Target Allocation | Actual Allocation | Actual Allocation | ||||||||||||||
2014 | 2014 | 2013 | ||||||||||||||
Asset Category: | ||||||||||||||||
Equity Securities | 60 | % | 65 | % | 55.6 | % | ||||||||||
Debt Securities | 40 | % | 31.5 | % | 36.9 | % | ||||||||||
Cash/Cash Equivalents and Short Term Investments | — | % | 3.5 | % | 7.5 | % | ||||||||||
100 | % | 100 | % | 100 | % | |||||||||||
The investment policy for the plans is formulated by the Company’s Pension Plan Committee (the “Committee”). The Committee is responsible for adopting and maintaining the investment policy, managing the investment of plan assets and ensuring that the plans’ investment program is in compliance with all provisions of ERISA, as well as the appointment of any investment manager who is responsible for implementing the plans’ investment process. | ||||||||||||||||
The goals of the pension plan investment program are to fully fund the obligation to pay retirement benefits in accordance with the plan documents and to provide returns that, along with appropriate funding from the Company, maintain an asset/liability ratio that is in compliance with all applicable laws and regulations and assures timely payment of retirement benefits. | ||||||||||||||||
The Company’s overall investment strategy is to achieve a mix of approximately 50 percent of investments for long-term growth and 50 percent for near-term benefit payments with a wide diversification of asset types and fund strategies. | ||||||||||||||||
Equity securities primarily include investments in large-cap and mid-cap companies primarily located in the United States, as well as a smaller percentage invested in large-cap and mid-cap companies located outside of the United States. Fixed income securities are diversified across different asset types with bonds issued in the United States as well as outside the United States. | ||||||||||||||||
The target allocation of plan assets is 50 percent equity securities and 50 percent corporate bonds and U.S. Treasury securities. | ||||||||||||||||
The Plan invests in various investment securities. The investments are primarily invested in corporate equity and bond securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the preceding tables. | ||||||||||||||||
The above tables present information about the pension plan assets measured at fair value at December 31, 2014 and the valuation techniques used by the Company to determine those fair values. | ||||||||||||||||
In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets that the Plan has the ability to access. | ||||||||||||||||
Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. | ||||||||||||||||
Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. | ||||||||||||||||
In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each plan asset. | ||||||||||||||||
The net of investment manager fee asset return objective is to achieve a return earned by passively managed market index funds, weighted in the proportions identified in the strategic asset allocation matrix. Each investment manager is expected to perform in the top one-third of funds having similar objectives over a full market cycle. | ||||||||||||||||
The investment policy is reviewed by the Committee at least annually and confirmed or amended as needed. Under ASC 715-30-25, the transition obligation, prior service costs, and actuarial (gains)/losses are recognized in Accumulated Other Comprehensive Income each December 31 or any interim measurement date, while amortization of these amounts through net periodic benefit cost will occur in accordance with ASC 715-30 and ASC 715-60. The estimated amounts that will be amortized in 2015 are as follows: | ||||||||||||||||
Pension | ||||||||||||||||
Benefits | ||||||||||||||||
Estimated Amortization: | 2015 | |||||||||||||||
Prior service cost (credit) amortization | $ | — | ||||||||||||||
Net loss amortization | 114 | |||||||||||||||
Total | $ | 114 | ||||||||||||||
The following estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid: | ||||||||||||||||
Pension | ||||||||||||||||
Benefits | ||||||||||||||||
Estimated Future Benefit Payments for FYE 12/31 | ||||||||||||||||
2015 | $ | 1,092 | ||||||||||||||
2016 | $ | 1,168 | ||||||||||||||
2017 | $ | 1,317 | ||||||||||||||
2018 | $ | 1,433 | ||||||||||||||
2019 | $ | 1,521 | ||||||||||||||
2020 – 2024 | $ | 9,500 | ||||||||||||||
The pension plan contributions are deposited into a trust, and the pension plan benefit payments are made from trust assets. |
Changes_in_Accumulated_Other_C
Changes in Accumulated Other Comprehensive Income (Loss) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) | Changes in Accumulated Other Comprehensive Income (Loss) | |||||||||||
The changes in accumulated other comprehensive income (loss) for the year ended December 31 were: | ||||||||||||
Defined | Foreign Currency Translation | Total | ||||||||||
Benefit | ||||||||||||
Pension | ||||||||||||
Balance December 31, 2012 | $ | (5,329 | ) | $ | (2,116 | ) | $ | (7,445 | ) | |||
Other comprehensive income (loss) before reclassifications | — | (288 | ) | (288 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax expense of $1,112) | 6,936 | — | 6,936 | |||||||||
Other comprehensive income (loss) | $ | 6,936 | $ | (288 | ) | $ | 6,648 | |||||
Balance December 31, 2013 | $ | 1,607 | $ | (2,404 | ) | $ | (797 | ) | ||||
Other comprehensive income (loss) before reclassifications | — | 3,448 | 3,448 | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax benefit of $1,112) | (10,403 | ) | — | (10,403 | ) | |||||||
Other comprehensive income (loss) | (10,403 | ) | 3,448 | (6,955 | ) | |||||||
Balance December 31, 2014 | $ | (8,796 | ) | $ | 1,044 | $ | (7,752 | ) | ||||
For the year ended December 31, 2014 there were no reclassifications from accumulated other comprehensive income (loss). Reclassifications for the year ended December 31, 2013 were: | ||||||||||||
2013 | ||||||||||||
Amortization of defined pension plan: | ||||||||||||
Prior service cost | $ | — | ||||||||||
Actuarial (gains) losses | 15 | |||||||||||
Net periodic benefit cost (see Note 18) | 15 | |||||||||||
Income tax expense | 6 | |||||||||||
Net of tax | $ | 9 | ||||||||||
Quarterly_Results_of_Operation
Quarterly Results of Operations (Unaudited) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) | |||||||||||||||
The following table sets forth a summary of the Company’s consolidated unaudited quarterly results of operations for the years ended December 31, 2014 and 2013, in thousands of dollars, except per share amounts. | ||||||||||||||||
Quarters | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Revenue: | ||||||||||||||||
2014 | $ | 274,854 | $ | 299,356 | $ | 309,391 | $ | 339,911 | ||||||||
2013 | $ | 242,995 | $ | 262,793 | $ | 267,461 | $ | 289,229 | ||||||||
Cost of services sold: | ||||||||||||||||
2014 | $ | 181,468 | $ | 188,875 | $ | 205,549 | $ | 222,626 | ||||||||
2013 | $ | 164,932 | $ | 175,693 | $ | 176,913 | $ | 187,431 | ||||||||
Income (loss) from continuing operations: | ||||||||||||||||
2014 | $ | (7,213 | ) | $ | 19,555 | $ | (1,868 | ) | $ | (6,381 | ) | |||||
2013 | $ | (41,181 | ) | $ | 10,630 | $ | (12,533 | ) | $ | (90,118 | ) | |||||
Net income (loss) attributable to MDC Partners Inc.: | ||||||||||||||||
2014 | $ | (8,846 | ) | $ | 16,470 | $ | (4,922 | ) | $ | (26,759 | ) | |||||
2013 | $ | (43,158 | ) | $ | 9,816 | $ | (21,200 | ) | $ | (94,321 | ) | |||||
Income (loss) per common share: | ||||||||||||||||
Basic | ||||||||||||||||
Continuing operations: | ||||||||||||||||
2014 | $ | (0.17 | ) | $ | 0.36 | $ | (0.07 | ) | $ | (0.17 | ) | |||||
2013 | $ | (0.90 | ) | $ | 0.19 | $ | (0.31 | ) | $ | (1.95 | ) | |||||
Net income (loss): | ||||||||||||||||
2014 | $ | (0.18 | ) | $ | 0.33 | $ | (0.10 | ) | $ | (0.54 | ) | |||||
2013 | $ | (0.92 | ) | $ | 0.2 | $ | (0.45 | ) | $ | (2.00 | ) | |||||
Diluted | ||||||||||||||||
Continuing operations: | ||||||||||||||||
2014 | $ | (0.21 | ) | $ | 0.29 | $ | (0.13 | ) | $ | (0.58 | ) | |||||
2013 | $ | (0.94 | ) | $ | 0.16 | $ | (0.49 | ) | $ | (2.04 | ) | |||||
Net income (loss): | ||||||||||||||||
2014 | $ | (0.22 | ) | $ | 0.26 | $ | (0.16 | ) | $ | (0.95 | ) | |||||
2013 | $ | (0.96 | ) | $ | 0.17 | $ | (0.63 | ) | $ | (2.09 | ) | |||||
The above revenue, cost of services sold, and income (loss) from continuing operations have primarily been affected by acquisitions, divestitures and discontinued operations. | ||||||||||||||||
Historically, with some exceptions, the Company’s fourth quarter generates the highest quarterly revenues in a year. The fourth quarter has historically been the period in the year in which the highest volumes of media placements and retail related consumer marketing occur. | ||||||||||||||||
Income (loss) from continuing operations and net loss have been affected as follows: | ||||||||||||||||
• | The fourth quarter of 2014 includes a foreign exchange loss of $8,066. | |||||||||||||||
• | The fourth quarter of 2013 includes stock based compensation charges of $63,715. | |||||||||||||||
• | The fourth quarter of 2014 includes deferred acquisition adjustments of $1,751. | |||||||||||||||
• | The fourth quarter of 2013 includes deferred acquisition adjustments of $30,514. |
VALUATION_AND_QUALIFYING_ACCOU
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||||||
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||||
For the Three Years Ended December 31, | |||||||||||||||||||||
(Dollars in Thousands) | |||||||||||||||||||||
Column A | Column B | Column C | Column D | Column E | Column F | ||||||||||||||||
Description | Balance at | Charged to | Removal of Uncollectable Receivables | Translation Adjustments | Balance at | ||||||||||||||||
Beginning | Costs and | Increase | the End of | ||||||||||||||||||
of Period | Expenses | (Decrease) | Period | ||||||||||||||||||
Valuation accounts deducted from assets to which they apply – allowance for doubtful accounts: | |||||||||||||||||||||
December 31, 2014 | $ | 2,011 | $ | 556 | $ | (1,127 | ) | $ | (31 | ) | $ | 1,409 | |||||||||
December 31, 2013 | $ | 1,581 | $ | 1,484 | $ | (1,042 | ) | $ | (12 | ) | $ | 2,011 | |||||||||
December 31, 2012 | $ | 851 | $ | 1,587 | $ | (864 | ) | $ | 7 | $ | 1,581 | ||||||||||
Schedule II — 2 of 2 | |||||||||||||||||||||
MDC PARTNERS INC. & SUBSIDIARIES | |||||||||||||||||||||
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||||||
For the Three Years Ended December 31, | |||||||||||||||||||||
(Dollars in Thousands) | |||||||||||||||||||||
Column A | Column B | Column C | Column D | Column E | Column F | ||||||||||||||||
Description | Balance at | Charged to | Other(1) | Translation Adjustments | Balance at | ||||||||||||||||
Beginning | Costs and | Increase | the End of | ||||||||||||||||||
of Period | Expenses | (Decrease) | Period | ||||||||||||||||||
Valuation accounts deducted from assets to which they apply – valuation allowance for deferred income taxes: | |||||||||||||||||||||
December 31, 2014 | $ | 137,961 | $ | (10,437 | ) | $ | (7,062 | ) | $ | (1,345 | ) | $ | 119,117 | ||||||||
December 31, 2013 | $ | 134,761 | $ | 6,640 | $ | (2,212 | ) | $ | (1,228 | ) | $ | 137,961 | |||||||||
December 31, 2012 | $ | 113,585 | $ | 16,240 | $ | 4,449 | $ | 487 | $ | 134,761 | |||||||||||
____________ | |||||||||||||||||||||
-1 | Adjustment to reconcile actual net operating loss carry forwards to prior year tax accrued, utilization of net operating loss carry forwards, which were fully reserved, adjustment for net operating loss relating to sale of business and pension plan adjustment. | ||||||||||||||||||||
(b) Exhibits | |||||||||||||||||||||
The exhibits listed on the accompanying Exhibits Index are filed as a part of this report. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Accounting Policies [Abstract] | ||||||
Consolidation | Principles of Consolidation. The accompanying consolidated financial statements include the accounts of MDC Partners Inc. 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 | Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, 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 are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from these estimates. | |||||
Fair Value Measurement | 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 Risk, 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. | |||||
Cash and Cash Equivalents | Cash and Cash Equivalents. The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits, commercial paper and money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts. | |||||
Premiums Receivable, Allowance for Doubtful Accounts, Estimation Methodology | Allowance for Doubtful Accounts. Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent estimated uncollectible receivables associated with potential customer defaults usually due to customers’ potential insolvency. The allowances include amounts for certain customers where a risk of default has been specifically identified. The assessment of the likelihood of customer defaults is based on various factors, including the length of time the receivables are past due, historical experience and existing economic conditions. | |||||
Expenditures Billable To Clients | Expenditures Billable to Clients. Expenditures billable to clients consist principally of outside vendors costs incurred on behalf of clients when providing advertising, marketing and corporate communications services to clients that have not been invoiced. Such amounts are invoiced to clients at various times over the course of the production process. | |||||
Property, Plant and Equipment | Fixed Assets. Fixed assets are stated at cost, net of accumulated depreciation. Computers, furniture and fixtures are depreciated on a straight-line basis over periods of 3 to 7 years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred. | |||||
Impairment Of Long Lived Assets | Impairment of Long-lived Assets. In accordance with the FASB Accounting Standards Codification topic, Accounting for the Impairment or Disposal of Long-lived Assets, a long-lived asset or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of the long-lived asset or asset group. If this comparison indicates that there is an impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable. The discount rate applied to these cash flows is based on the Company’s weighted average cost of capital, risk adjusted where appropriate. | |||||
Equity Method Investments | Equity Method Investments. The equity method is used to account for investments in entities in which the Company has an ownership interest of less than 50% and has significant influence, or joint control by contractual arrangement with all parties having an equity interest, over the operating and financial policies of the affiliate or has an ownership interest of greater than 50% however the substantive participating rights of the noncontrolling interest shareholders preclude the Company from exercising unilateral control over the operating and financial policies of the affiliate. The Company’s investments accounted for using the equity method includes a 30% undivided interest in a real estate joint venture and various interests in investment funds. In 2013, the Company recorded a distribution of $3,096 from this real estate joint venture, of which $3,058 was in excess of the Company’s carrying amount and has been recorded as a gain in equity in earnings of non-consolidated affiliates. The Company’s management periodically evaluates these investments to determine if there has been a decline in value that is other than temporary. | |||||
Cost Method Investments | 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 December 31, 2014 and 2013 was $10,196 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. | |||||
Goodwill and Intangible Assets, Goodwill | Goodwill and Indefinite Lived Intangible. In accordance with the FASB Accounting Standards Codification topic, Goodwill and Other Intangible Assets, goodwill and indefinite life intangible assets (trademarks) acquired as a result of a business combination which are not subject to amortization are tested for impairment annually on October 1, and more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. The Company's conclusion was based on a detailed analysis of the aggregation criteria set forth in the FASB ASC Topic 280, Segment Reporting, and the guidance set forth in FASB ASC Topic 350, Intangibles - Goodwill and Other. Consistent with our fundamental business strategy, the agencies within the reporting units serve similar clients in similar industries, and in many cases the same clients. The main economic components of each agency are employee compensation and related costs and direct service costs and office and general costs, which include rent and occupancy costs, technology costs that are generally limited to personal computers, servers and off-the shelf software and other overhead expenses. | |||||
The Company's ten reporting units vary in size with respect to revenue and operating profits. These differences drive variations in fair value of the reporting units. In addition, these differences as well as differences in book value, including goodwill, cause variations in the amount by which fair value exceeds the carrying amount the reporting units. The reporting unit goodwill balances vary by reporting unit primarily because it relates specifically to the operating unit's goodwill which was determined at the date of acquisition. | ||||||
The Company has the option of assessing qualitative factors to determine whether it is more likely it is more likely than not that the carrying amount of its reporting units exceeds their respective fair value or proceeding directly to the two-step impairment test. If the Company elects to perform a qualitative assessment and concludes it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, no further assessment is deemed necessary. Otherwise, goodwill must be tested for impairment using a two-step process. In addition, the two-step process must be applied for any reporting units not included in the qualitative assessment. Under the two step process, the Company first compares the estimated fair value of each of the Company's reporting units to its carrying amount, including goodwill. In performing the first step, the Company determines the fair value of a reporting unit using a discounted cash flow ("DCF") analysis. If the estimated fair value of a reporting unit exceeds its carrying amount, then the goodwill of the reporting unit is not impaired. Otherwise, step two must be performed. Second, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation, in accordance with the FASB Accounting Standards Codification topic, Business Combinations. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. | ||||||
The Company uses the income approach, which utilizes DCF, as its methodology to determine the fair value of its reporting unit. | ||||||
In applying the income approach, the Company uses estimates to derive the expected DCF for each reporting unit that serves as the basis of the valuation. These estimates and assumptions include revenue growth and operating margin, EBITDA, tax rates, capital expenditures, weighted average cost of capital ("WACC") and related discount rates and expected long-term cash flow growth rates. All of these estimates and assumptions are affected by conditions in the global economy. The assumptions that have the most significant effect on our valuations derived using a DCF methodology are: (1) the expected long-term growth rate of our reporting unit's cash flows and (2) the WACC. | ||||||
The range of assumptions for the long-term growth rate and WACC used in our evaluations as of October 1, 2014 and 2013 were: | ||||||
October 1, | ||||||
2014 | 2013 | |||||
Long-Term Growth Rate | 4.3-10.0% | 5.0-10.0% | ||||
WACC | 8.95 | % | 9.5 | % | ||
Impairment losses, where applicable, will be charged to operating profit. The Company identifies certain intangible assets (trademarks) as indefinite life if there are no legal, regulatory, contractual or economic factors that limit the useful life. If the carrying amount of an indefinite life intangible exceeds its fair value, an impairment loss is recognized for | ||||||
Intangible Assets, Finite-Lived | Definite Lived Intangible Assets. In accordance with the FASB Accounting Standards Codification, acquired intangibles, are subject to amortization over their useful lives. The method of amortization selected reflects the pattern in which the economic benefits of the specific intangible asset is consumed or otherwise used up. If that pattern cannot be reliably determined, a straight-line amortization method is used over the estimated useful life. Intangible assets that are subject to amortization are reviewed for potential impairment at least annually or whenever events or circumstances indicate that carrying amounts may not be recoverable. See also Note 8. | |||||
Deferred Taxes | Deferred Taxes. The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are provided for the temporary difference between the financial reporting basis and tax basis of the Company’s assets and liabilities. Deferred tax benefits result principally from certain tax carryover benefits and from recording certain expenses in the financial statements that are not currently deductible for tax purposes and from differences between the tax and book basis of assets and liabilities recorded in connection with acquisitions. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax liabilities result principally from deductions recorded for tax purposes in excess of that recorded in the financial statements or income for financial statement purposes in excess of the amount for tax purposes. The effect of changes in tax rates is recognized in the period the rate change is enacted. | |||||
Business Combinations | Business Combinations. Valuation of acquired companies are based on a number of factors, including specialized know-how, reputation, competitive position and service offerings. The Company’s acquisition strategy has been focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of its various strategic business platforms to better serve the Company’s clients. 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 pre-determined 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 years ended December 31, 2014, 2013 and 2012, $16,467, $35,914 and $53,027, respectively, related to changes in estimated value was recorded as operating expenses. In addition, certain acquisitions also include put/call obligations for additional equity ownership interests. The estimated value of these interests are 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 year ended December 31, 2014, 2013, and 2012 $6,133, $2,066 and $3,203, respectively, of acquisition related costs were charged to operations. | |||||
For each of the Company’s acquisitions, we undertake a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. We use 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 we acquire is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand existing client relationships. The expected benefits of the Company’s 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 16. | |||||
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 years ended December 31, 2014, there has 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 (loss) per share. | ||||||
Variable Interest Entity | Variable Interest Entity. Effective March 28, 2012, MDC invested in Doner Partners LLC (“Doner”) (see Note 4), and has determined that this entity is a variable interest entity (“VIE”) and is consolidated for the year ended December 31, 2012. 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 (see Note 11) 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. | ||||||
Guarantees, Indemnifications and Warranties | Guarantees. Guarantees issued or modified by the Company to third parties after January 1, 2003 are generally recognized, at the inception or modification of a guarantee, as a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The initial measurement of that liability is the fair value of the guarantee. The recognition of the liability is required even if it is not probable that payments will be required under the guarantee. The Company’s liability associated with guarantees is not significant. (See Note 16.) | |||||
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 that 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 also follows the Reporting Revenue Gross as a Principal versus Net as an Agent topic that 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 the Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expenses Incurred topic, for reimbursements received for out-of-pocket expenses, which 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 in revenue such reimbursed expenses. | |||||
The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses. | ||||||
Non refundable retainer fees are generally recognized on a straight line basis over the term of the specific customer arrangement. Commission revenue is earned and recognized upon the placement of advertisements in various media when the Company has no further performance obligations. Fixed fees for services are recognized upon completion of the earnings process and acceptance by the client. Per diem fees are recognized upon the performance of the Company’s services. In addition, for a limited number of certain service transactions, which require delivery of a number of service acts, the Company uses the Proportional Performance model, which generally results in revenue being recognized based on the straight-line method. | ||||||
Fees billed to clients in excess of fees recognized as revenue are classified as Advanced Billings. | ||||||
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. | ||||||
Cost Of Services Sold | Cost of Services Sold. Costs of services sold do not include depreciation charges for fixed assets. | |||||
Interest Expense | Interest Expense. Interest expense primarily consists of the cost of borrowing on the 6.75% Notes and the Credit Agreement. The Company uses the effective interest method to amortize the deferred financing costs and original issue premium on the 6.75% Notes. The Company also uses the straightline method to amortize the deferred financing costs on the Credit Agreement. | |||||
Share-based Compensation, Option and Incentive Plans | 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, that 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 (expense) 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 the Black-Scholes option pricing-model and is recorded in operating income over the service period, that is the vesting period of the award. | ||||||
For the years ended December 31, 2014, 2013 and 2012, the Company issued no stock options or similar awards. | ||||||
During the year ended December 31, 2011, the Company issued Equity Value Appreciation Awards to its employees. During 2013, these awards resulted in the issuance of up to 1,917,000 restricted stock units and restricted stock shares. The Company measured the fair value of these awards using a lattice based model (Monte Carlo) on the date of grant. The Company used the following assumptions in calculating the fair value under the lattice model; risk free rate 1.2%, volatility 31.7%, time to maturity 2.93 years, the weighted average fair value of the awards granted was $9.37. | ||||||
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 fair value at the grant date for performance based awards granted in 2014, 2013, and 2012 was $3,026, $2,699 and $9,838, respectively. | ||||||
The Company treats benefits paid by shareholders 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 as stock-based compensation. | ||||||
Pension and Other Postretirement Plans | Pension Costs. Several of the Company’s U.S. and Canadian subsidiaries offer employees access to certain defined contribution pension programs. Under the defined contribution plans, these subsidiaries, in some cases, make annual contributions to participants’ accounts which are subject to vesting. | |||||
Earnings Per Share | Loss per Common Share. Basic loss per share is based upon the weighted average number of common shares outstanding during each period, including the “Share capital to be issued” as reflected in the Shareholders’ Equity on the balance sheet. Diluted loss per share is based on the above, plus, if dilutive, common share equivalents, which include outstanding options, warrants, stock appreciation rights, restricted stock units and convertible notes. | |||||
Consolidation, Subsidiary Stock Issuances | Subsidiary and Affiliate Stock Transactions. In accordance with Accounting Standards Codification Topic on Business combinations, effective January 1, 2009, transactions involving purchases, sales or issuances of stock of a subsidiary where control is maintained are recorded as an increase or decrease in additional paid-in capital. In transactions involving subsidiary stock where control is lost, gains and losses are recorded in results of operations. Gains and losses from transactions involving stock of an affiliate are recorded in results of operations until control is achieved. | |||||
Foreign Currency Transactions and Translations | Foreign Currency Translation. The Company’s financial statements were prepared in accordance with the requirements of the Foreign Currency Translation topic of the FASB Accounting Standards Codification. The functional currency of the Company is the Canadian dollar and it has decided to use U.S. Dollars as its reporting currency for consolidated reporting purposes. All of the Company’s subsidiaries use their local currency as their functional currency. Accordingly, the currency impacts of the translation of the balance sheets of the Company’s non-U.S. Dollar based subsidiaries to U.S. Dollar statements are included as cumulative translation adjustments in accumulated other comprehensive income. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Cumulative translation adjustments are not included in net earnings unless they are actually realized through a sale or upon complete or substantially complete liquidation of the Company’s net investment in the foreign operation. Translation of current intercompany balances are included in net earnings. The balance sheets of non-U.S. Dollar based subsidiaries are translated at the period end rate. The income statements of non-U.S. Dollar based subsidiaries are translated at average exchange rates for the period. | |||||
Gains and losses arising from the Company’s foreign currency transactions are reflected in net earnings. Unrealized gains or losses arising on the translation of certain intercompany foreign currency transactions that are of a long-term nature (that is settlement is not planned or anticipated in the future) are included as cumulative translation adjustments in accumulated other comprehensive income. | ||||||
Derivatives, Reporting of Derivative Activity | Derivative Financial Instruments. The Company follows Accounting for Derivative Instruments and Hedging Activities. Topic of the FASB Accounting Standards Codification establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts and debt instruments) be recorded in the balance sheet as either an asset or liability measured at its fair value. The accounting for the change in fair value of the derivative depends on whether the instrument qualifies for and has been designated as a hedging relationship and on the type of hedging relationship. There are three types of hedging relationships: a cash flow hedge, a fair value hedge and a hedge of foreign currency exposure of a net investment in a foreign operation. The designation is based upon the exposure being hedged. Derivatives that are not hedges, or become ineffective hedges, must be adjusted to fair value through earnings. | |||||
New Accounting Pronouncements | In August 2014, the FASB issued Standards Update 2014-15, Presentation of Financial Statements - Going Concern. This update will be effective for fiscal years and interim periods beginning after December 15, 2016 and early application is permitted. ASU 2014-15 requires that management evaluate at each annual and interim reporting period whether there is a substantial doubt about an entity’s ability to continue as a going concern within one year of the date that the financial statements are issued. The implementation of the amended accounting guidance is not expected to have an impact on the presentation of our results of operations, financial position or disclosures. | |||||
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 choice of transition method. | ||||||
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. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accounting Policies [Abstract] | ||||||||||||
Schedule of Assumptions used in Discounted Cash Flows | The range of assumptions for the long-term growth rate and WACC used in our evaluations as of October 1, 2014 and 2013 were: | |||||||||||
October 1, | ||||||||||||
2014 | 2013 | |||||||||||
Long-Term Growth Rate | 4.3-10.0% | 5.0-10.0% | ||||||||||
WACC | 8.95 | % | 9.5 | % | ||||||||
Redeemable Noncontrolling Interest | The following table presents changes in Redeemable Noncontrolling Interests. | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Beginning Balance as of January 1, | $ | 148,534 | $ | 117,953 | $ | 107,432 | ||||||
Redemptions | (4,820 | ) | (4,270 | ) | (16,712 | ) | ||||||
Granted | 13,327 | — | 4,189 | |||||||||
Changes in redemption value | 38,850 | 35,689 | 22,912 | |||||||||
Currency translation adjustments | (940 | ) | (838 | ) | 132 | |||||||
Ending Balance as of December 31, | $ | 194,951 | $ | 148,534 | $ | 117,953 | ||||||
Loss_per_Common_Share_Tables
Loss per Common Share (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 loss per common share from continuing operations for the years ended December 31: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Numerator | ||||||||||||
Numerator for diluted loss per common share – income (loss) from continuing operations | $ | 4,093 | $ | (133,202 | ) | $ | (73,448 | ) | ||||
Net income attributable to the noncontrolling interests | (6,890 | ) | (6,461 | ) | (6,863 | ) | ||||||
Loss attributable to MDC Partners Inc. common shareholders from continuing operations | (2,797 | ) | (139,663 | ) | (80,311 | ) | ||||||
Effect of dilutive securities | — | — | — | |||||||||
Numerator for diluted loss per common share – loss attributable to MDC Partners Inc. common shareholders from continuing operations | $ | (2,797 | ) | $ | (139,663 | ) | $ | (80,311 | ) | |||
Denominator | ||||||||||||
Denominator for basic loss per common share – weighted average common shares | 49,545,350 | 47,108,406 | 46,090,160 | |||||||||
Effect of dilutive securities: | ||||||||||||
Dilutive potential common shares | — | — | — | |||||||||
Denominator for diluted loss per common share – adjusted weighted shares and assumed conversions | 49,545,350 | 47,108,406 | 46,090,160 | |||||||||
Basic and Diluted loss per common share from continuing operations | $ | (0.06 | ) | $ | (2.96 | ) | $ | (1.74 | ) |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 three years ended December 31, were as follows: | |||||||||||
Net Loss Attributable to MDC Partners Inc. and | ||||||||||||
Transfers (to) from the Noncontrolling Interest | ||||||||||||
Year Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net Loss attributable to MDC Partners Inc. | $ | (24,057 | ) | $ | (148,863 | ) | $ | (85,439 | ) | |||
Transfers (to) from the noncontrolling interest | ||||||||||||
Increase (Decrease) in MDC Partners Inc. paid-in capital for purchase of equity interests in excess of noncontrolling interests and redeemable noncontrolling interests | (8,992 | ) | 11,074 | 13,920 | ||||||||
Net transfers from (to) noncontrolling interest | $ | (8,992 | ) | $ | 11,074 | $ | 13,920 | |||||
Change from net loss attributable to MDC Partners Inc. and transfers from (to) noncontrolling interest | $ | (33,049 | ) | $ | (137,789 | ) | $ | (71,519 | ) |
Fixed_Assets_Tables
Fixed Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||
Property, Plant and Equipment | The following is a summary of the Company’s fixed assets as of December 31: | |||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||
Cost | Accumulated Depreciation | Net Book Value | Cost | Accumulated Depreciation | Net Book Value | |||||||||||||||||||
Computers, furniture and fixtures | $ | 91,272 | $ | (65,451 | ) | $ | 25,821 | $ | 109,252 | $ | (83,383 | ) | $ | 25,869 | ||||||||||
Leasehold improvements | 64,051 | (29,632 | ) | 34,419 | 60,938 | (34,736 | ) | 26,202 | ||||||||||||||||
$ | 155,323 | $ | (95,083 | ) | $ | 60,240 | $ | 170,190 | $ | (118,119 | ) | $ | 52,071 | |||||||||||
Accrued_and_Other_Liabilities_
Accrued and Other Liabilities (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Accrued Liabilities and Other Liabilities [Abstract] | ||||
Accrued and Other Liabilities Disclosure | Changes in noncontrolling interest amounts included in accrued and other liabilities for the three years ended December 31, were as follows: | |||
Noncontrolling Interests | ||||
Balance at December 31, 2011 | $ | 4,049 | ||
Income attributable to noncontrolling interests | 6,863 | |||
Distributions made | (7,673 | ) | ||
Other(1) | 385 | |||
Balance at December 31, 2012 | $ | 3,624 | ||
Income attributable to noncontrolling interests | 6,461 | |||
Distributions made | (5,525 | ) | ||
Other(1) | 650 | |||
Balance at December 31, 2013 | $ | 5,210 | ||
Income attributable to noncontrolling interests | 6,890 | |||
Distributions made | (6,523 | ) | ||
Other(1) | 437 | |||
Balance at December 31, 2014 | $ | 6,014 | ||
____________ | ||||
(1) | Other consists primarily of step up transactions, discontinued operations and cumulative translation adjustments. |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||
Schedule of Goodwill | As of December 31, the gross and net amounts of acquired intangible assets were as follows: | ||||||||||||
Goodwill | Strategic Marketing Services | Performance Marketing Services | Total | ||||||||||
Balance at December 31, 2012 | $ | 483,760 | $ | 236,311 | $ | 720,071 | |||||||
Acquired goodwill | — | 35,956 | 35,956 | ||||||||||
Acquisition purchase price adjustments | (3,981 | ) | (2,493 | ) | (6,474 | ) | |||||||
Foreign currency translation | (2,374 | ) | (2,846 | ) | (5,220 | ) | |||||||
Balance at December 31, 2013 | $ | 477,405 | $ | 266,928 | $ | 744,333 | |||||||
Acquired goodwill | 50,668 | 98,566 | 149,234 | ||||||||||
Discontinued operations | — | (27,706 | ) | (27,706 | ) | ||||||||
Other (1) | (7,263 | ) | 4,093 | (3,170 | ) | ||||||||
Foreign currency translation | (5,278 | ) | (6,040 | ) | (11,318 | ) | |||||||
Balance at December 31, 2014 | $ | 515,532 | $ | 335,841 | $ | 851,373 | |||||||
(1) Other includes acquisition purchase price adjustments and transfers between segments | |||||||||||||
Schedule of Intangible Assets and Goodwill | |||||||||||||
For the Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Intangibles: | |||||||||||||
Trademarks (indefinite life) | $ | 17,780 | $ | 17,780 | |||||||||
Customer relationships – gross | $ | 133,409 | $ | 92,640 | |||||||||
Less accumulated amortization | (83,475 | ) | (62,906 | ) | |||||||||
Customer relationships – net | $ | 49,934 | $ | 29,734 | |||||||||
Other intangibles – gross | $ | 31,408 | $ | 17,064 | |||||||||
Less accumulated amortization | (13,001 | ) | (8,316 | ) | |||||||||
Other intangibles – net | $ | 18,407 | $ | 8,748 | |||||||||
Total intangible assets | $ | 182,597 | $ | 127,484 | |||||||||
Less accumulated amortization | (96,476 | ) | (71,222 | ) | |||||||||
Total intangible assets – net | $ | 86,121 | $ | 56,262 | |||||||||
Finite-lived Intangible Assets Amortization Expense | the estimated amortization expense for the five succeeding years is: | ||||||||||||
Year | Amortization | ||||||||||||
2015 | $ | 28,113 | |||||||||||
2016 | $ | 16,809 | |||||||||||
2017 | $ | 11,664 | |||||||||||
2018 | $ | 8,369 | |||||||||||
2019 | $ | 2,558 | |||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Income before Income Tax, Domestic and Foreign | The components of the Company’s income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interests by taxing jurisdiction for the years ended December 31, were: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Income (Loss): | ||||||||||||
US | $ | 46,728 | $ | 21,661 | $ | (36,644 | ) | |||||
Non-US | (31,619 | ) | (159,511 | ) | (27,884 | ) | ||||||
$ | 15,109 | $ | (137,850 | ) | $ | (64,528 | ) | |||||
Schedule Of Components Of Income Taxes Provision Benefit | The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31, were: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Current tax provision | ||||||||||||
U.S. federal | $ | — | $ | — | $ | — | ||||||
U.S. state and local | 907 | 213 | 802 | |||||||||
Non-US | 552 | 847 | 329 | |||||||||
1,459 | 1,060 | 1,131 | ||||||||||
Deferred tax provision (benefit): | ||||||||||||
U.S. federal | 13,402 | 7,505 | 2,150 | |||||||||
U.S. state and local | 1,971 | 1,027 | 299 | |||||||||
Non-U.S. | (4,410 | ) | (13,959 | ) | 5,973 | |||||||
10,963 | (5,427 | ) | 8,422 | |||||||||
Income tax provision (benefit) | $ | 12,422 | $ | (4,367 | ) | $ | 9,553 | |||||
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of income tax expense (benefit) using the statutory Canadian federal and provincial income tax rate compared with actual income tax expense for the years ended December 31, is as follows: | |||||||||||
2014 | 2013 | 2012 | ||||||||||
Income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interest | $ | 15,109 | $ | (137,850 | ) | $ | (64,528 | ) | ||||
Statutory income tax rate | 26.5 | % | 26.5 | % | 26.5 | % | ||||||
Tax expense (benefit) using statutory income tax rate | 4,004 | (36,530 | ) | (17,100 | ) | |||||||
State and foreign taxes | 1,459 | 1,060 | 1,131 | |||||||||
Non-deductible stock-based compensation | 1,982 | 24,357 | 7,699 | |||||||||
Other non-deductible expense | 2,151 | 942 | 1,176 | |||||||||
Change to valuation allowance on items affecting taxable income | 2,003 | 6,952 | 15,682 | |||||||||
Effect of the change in tax rate | — | — | 2,168 | |||||||||
Effect of the difference in federal and statutory rates | 2,222 | (15 | ) | (793 | ) | |||||||
Noncontrolling interests | (1,826 | ) | (1,712 | ) | (1,593 | ) | ||||||
Other, net | 427 | 579 | 1,183 | |||||||||
Income tax expense (benefit) | $ | 12,422 | $ | (4,367 | ) | $ | 9,553 | |||||
Effective income tax rate | 82.2 | % | (3.2 | )% | 14.8 | % | ||||||
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, were as follows: | |||||||||||
2014 | 2013 | |||||||||||
Deferred tax assets: | ||||||||||||
Capital assets and other | $ | 45,496 | $ | 36,449 | ||||||||
Net operating loss carry forwards | 39,525 | 41,947 | ||||||||||
Interest deductions | 17,456 | 21,753 | ||||||||||
Refinancing charge | 5,176 | 10,153 | ||||||||||
Deferred acquisition consideration | 5,204 | 26,779 | ||||||||||
Stock compensation | 1,561 | 1,433 | ||||||||||
Pension plan | 3,597 | — | ||||||||||
Unrealized foreign exchange | 6,954 | 2,372 | ||||||||||
Capital loss carry forwards | 14,834 | 16,180 | ||||||||||
Accounting reserves | 5,135 | 4,769 | ||||||||||
Gross deferred tax asset | 144,938 | 161,835 | ||||||||||
Less: valuation allowance | (119,117 | ) | (137,961 | ) | ||||||||
Net deferred tax assets | 25,821 | 23,874 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Pension plan | — | (1,112 | ) | |||||||||
Deferred finance charges | (386 | ) | (420 | ) | ||||||||
Capital assets | (396 | ) | (178 | ) | ||||||||
Goodwill amortization | (77,603 | ) | (61,859 | ) | ||||||||
Total deferred tax liabilities | (78,385 | ) | (63,569 | ) | ||||||||
Net deferred tax asset (liability) | $ | (52,564 | ) | $ | (39,695 | ) | ||||||
Disclosed as: | ||||||||||||
Deferred tax assets | $ | 25,480 | $ | 23,380 | ||||||||
Deferred tax liabilities | (78,044 | ) | (63,075 | ) | ||||||||
$ | (52,564 | ) | $ | (39,695 | ) | |||||||
Schedule Of Changes In Tax Reserve | ||||||||||||
Changes in the Company’s reserve is as follows: | ||||||||||||
Balance at December 31, 2011 | $ | 3,624 | ||||||||||
Charges to income tax expense | — | |||||||||||
Settlement of uncertainty | (551 | ) | ||||||||||
Balance at December 31, 2012 | 3,073 | |||||||||||
Charges to income tax expense | — | |||||||||||
Balance at December 31, 2013 | 3,073 | |||||||||||
Charges to income tax expense | — | |||||||||||
Balance at December 31, 2014 | $ | 3,073 | ||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 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 years ended December 31, were the following: | |||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Revenue | $ | 70,041 | $ | 89,659 | $ | 108,399 | ||||||
Operating loss | (4,704 | ) | (324 | ) | (5,659 | ) | ||||||
Other expense | (458 | ) | (522 | ) | (773 | ) | ||||||
Noncontrolling interest expense recovery | — | (55 | ) | 1,304 | ||||||||
Loss on disposal | (16,098 | ) | (8,299 | ) | — | |||||||
Net loss from discontinued operations | $ | (21,260 | ) | $ | (9,200 | ) | $ | (5,128 | ) |
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of Debt | At December 31, the Company’s indebtedness was comprised as follows: | |||||||
2014 | 2013 | |||||||
Revolving credit facility | $ | — | $ | — | ||||
6.75% Notes due 2020 | 735,000 | 660,000 | ||||||
Original issue premium | 7,017 | 4,056 | ||||||
Note payable and other bank loans | — | 120 | ||||||
742,017 | 664,176 | |||||||
Obligations under capital leases | 1,110 | 952 | ||||||
743,127 | 665,128 | |||||||
Less: | ||||||||
Current portion | 534 | 467 | ||||||
$ | 742,593 | $ | 664,661 | |||||
Schedule Of Future Principal Repayments Of Long Term Debt Including Capital Lease Obligations | Future principal repayments, including capital lease obligations, for the years ended December 31, and in aggregate are as follows: | |||||||
Period | Amount | |||||||
2015 | $ | 534 | ||||||
2016 | 472 | |||||||
2017 | 104 | |||||||
2018 | — | |||||||
2019 | — | |||||||
2020 and thereafter | 735,000 | |||||||
$ | 736,110 | |||||||
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum capital lease payments for the years ended December 31 and in aggregate are as follows: | |||||||
Period | Amount | |||||||
2015 | $ | 600 | ||||||
2016 | 490 | |||||||
2017 | 105 | |||||||
2018 | — | |||||||
2019 | — | |||||||
2020 and thereafter | — | |||||||
1,195 | ||||||||
Less: imputed interest | (85 | ) | ||||||
1,110 | ||||||||
Less: current portion | (534 | ) | ||||||
$ | 576 | |||||||
Share_Capital_Tables
Share Capital (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Schedule of Share-based Compensation, Performance Shares and Time Based Award Activity | The following table summarizes information about time based and financial performance-based restricted stock and restricted stock unit awards granted under the 2005 Incentive Plan, 2008 Key Partner Incentive Plan and 2011 Stock Incentive Plan: | ||||||||||||||||||
Performance Based Awards | Time Based Awards | ||||||||||||||||||
Shares | Weighted Average Grant Date Fair | Shares | Weighted Average | ||||||||||||||||
Value | Grant Date | ||||||||||||||||||
Fair Value | |||||||||||||||||||
Balance at December 31, 2011 | 2,070,835 | $ | 10.54 | 877,349 | $ | 8.57 | |||||||||||||
Granted | 1,130,844 | 8.7 | 375,356 | 7.78 | |||||||||||||||
Vested | (2,621,981 | ) | 9.63 | (395,187 | ) | 8.17 | |||||||||||||
Forfeited | (44,919 | ) | 10.44 | (22,080 | ) | 9.88 | |||||||||||||
Balance at December 31, 2012 | 534,779 | $ | 10.73 | 835,438 | $ | 8.48 | |||||||||||||
Granted | 300,756 | 8.97 | 2,612,520 | 16.83 | |||||||||||||||
Vested | (353,858 | ) | 10.63 | (2,499,083 | ) | 15.79 | |||||||||||||
Forfeited | (19,011 | ) | 7.9 | (35,087 | ) | 10.91 | |||||||||||||
Balance at December 31, 2013 | 462,666 | $ | 9.79 | 913,788 | $ | 12.54 | |||||||||||||
Granted | 120,578 | 25.09 | 293,705 | 21.99 | |||||||||||||||
Vested | (497,214 | ) | 9.62 | (264,478 | ) | 10.88 | |||||||||||||
Forfeited | — | — | (26,874 | ) | 11.52 | ||||||||||||||
Balance at December 31, 2014 | 86,030 | $ | 23.14 | 916,141 | $ | 16.36 | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | Information related to share option transactions grant under all plans over the past three years is summarized as follows: | ||||||||||||||||||
Options Outstanding | Options Exercisable | Non Vested Options | |||||||||||||||||
Number Outstanding | Weighted Average | Number Outstanding | Weighted Average | ||||||||||||||||
Price per | Price per | ||||||||||||||||||
Share | Share | ||||||||||||||||||
Balance at December 31, 2011 | 132,120 | $ | 6.08 | 124,620 | $ | 6.09 | 7,500 | ||||||||||||
Vested | — | — | (7,500 | ) | |||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | (4,728 | ) | 5.79 | — | |||||||||||||||
Expired and cancelled | (14,892 | ) | 5.19 | — | |||||||||||||||
Balance at December 31, 2012 | 112,500 | $ | 6.35 | 112,500 | $ | 6.35 | — | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | — | — | — | ||||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2013 | 112,500 | $ | 6.03 | 112,500 | $ | 6.03 | — | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | — | — | — | ||||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2014 | 112,500 | $ | 5.7 | 112,500 | $ | 5.7 | — | ||||||||||||
Schedule of Share-based Compensation, Stock Appreciation Rights Award Activity | SAR’s granted and outstanding are as follows: | ||||||||||||||||||
SAR’s Outstanding | SAR’s Exercisable | Non Vested SAR’s | |||||||||||||||||
Weighted Average | Weighted Average | Number Outstanding | Price per | ||||||||||||||||
Number Outstanding | Price per | Share | |||||||||||||||||
Share | |||||||||||||||||||
Balance at December 31, 2011 | 4,737,194 | $ | 2.5 | 3,100,685 | $ | 2.5 | 1,636,509 | ||||||||||||
Vested | — | — | (1,570,539 | ) | |||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | (104,048 | ) | 2.94 | (65,970 | ) | ||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2012 | 4,633,146 | $ | 2.49 | 4,633,146 | $ | 2.49 | — | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | (4,633,146 | ) | 2.49 | — | |||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2013 | — | $ | — | — | $ | — | — | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Exercised | — | — | — | ||||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2014 | — | $ | — | — | $ | — | — | ||||||||||||
Schedule of Share-based Compensation, Equity Value Appreciation Awards Activity | Information related to EVAR transactions over the past three years is summarized as follows: | ||||||||||||||||||
EVARs Outstanding | EVARs Exercisable | Non Vested EVARs | |||||||||||||||||
Number Outstanding | Weighted Average Issuance | Number Outstanding | Weighted Average Issuance | ||||||||||||||||
Price per | Price per | ||||||||||||||||||
Share | Share | ||||||||||||||||||
Balance at December 31, 2011 | 2,052,000 | $ | 15.33 | — | $ | — | 2,052,000 | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Expired and cancelled | (135,000 | ) | 15.33 | (135,000 | ) | ||||||||||||||
Balance at December 31, 2012 | 1,917,000 | $ | 15.33 | — | $ | — | 1,917,000 | ||||||||||||
Vested | (1,917,000 | ) | 15.33 | (1,917,000 | ) | ||||||||||||||
Granted | — | — | — | ||||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2013 | — | $ | — | — | $ | — | — | ||||||||||||
Vested | — | — | — | ||||||||||||||||
Granted | — | — | — | ||||||||||||||||
Expired and cancelled | — | — | — | ||||||||||||||||
Balance at December 31, 2014 | — | $ | — | — | $ | — | — | ||||||||||||
Employee Stock Option | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Schedule of Share-based Compensation, Activity | Share options outstanding as of December 31, 2014 are summarized as follows: | ||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||
Range of Exercise Prices | Outstanding Number | Weighted Average Contractual | Weighted Average | Exercisable Number | Weighted Average | Weighted Average Contractual | |||||||||||||
Life | Price per | Price per | Life | ||||||||||||||||
Share | Share | ||||||||||||||||||
$5.63 – $5.83 | 112,500 | 1.8 | $ | 5.7 | 112,500 | $ | 5.7 | 1.8 | |||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value, Inputs, Level 1 | ||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | The following tables present certain information for our financial assets that is measured at fair value on a recurring basis at December 31, 2014 and 2013: | |||||||||||||||
Level 1 2014 | Level 1 2013 | |||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||
Liabilities: | ||||||||||||||||
Long term debt | $ | 742,017 | $ | 751,538 | $ | 664,056 | $ | 690,525 | ||||||||
Fair Value, Inputs, Level 3 | ||||||||||||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||||||||||||
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) | ||||||||||||||||
2014 | 2013 | |||||||||||||||
Beginning Balance of contingent payments | $ | 151,848 | $ | 194,795 | ||||||||||||
Payments | (61,441 | ) | (106,460 | ) | ||||||||||||
Grants (1) | 68,642 | 31,608 | ||||||||||||||
Redemption value adjustments (2) | 20,816 | 38,712 | ||||||||||||||
Transfers (to) from fixed payments | (5,146 | ) | (6,318 | ) | ||||||||||||
Foreign translation adjustment | (2,492 | ) | (489 | ) | ||||||||||||
Ending Balance of contingent payments | $ | 172,227 | $ | 151,848 | ||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment | ||||||||||||||||
For the year ended December 31, 2014 | ||||||||||||||||
Strategic Marketing Services | Performance Marketing Services | Corporate | Total | |||||||||||||
Revenue | $ | 954,211 | $ | 269,301 | $ | — | $ | 1,223,512 | ||||||||
Cost of services sold | 617,914 | 180,604 | — | 798,518 | ||||||||||||
Office and general expenses | 200,716 | 45,224 | 44,133 | 290,073 | ||||||||||||
Depreciation and amortization | 24,158 | 21,229 | 1,785 | 47,172 | ||||||||||||
Operating profit (loss) | 111,423 | 22,244 | (45,918 | ) | 87,749 | |||||||||||
Other income (expense): | ||||||||||||||||
Other income, net | 689 | |||||||||||||||
Foreign exchange loss | (18,482 | ) | ||||||||||||||
Interest expense and finance charges, net | (54,847 | ) | ||||||||||||||
Income from continuing operations before income taxes, equity in non-consolidated affiliates | 15,109 | |||||||||||||||
Income tax expense | 12,422 | |||||||||||||||
Income from continuing operations before equity in non-consolidated affiliates | 2,687 | |||||||||||||||
Equity in earnings of non-consolidated affiliates | 1,406 | |||||||||||||||
Income from continuing operations | 4,093 | |||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (21,260 | ) | ||||||||||||||
Net loss | (17,167 | ) | ||||||||||||||
Net income attributable to noncontrolling interests | (6,943 | ) | 53 | — | (6,890 | ) | ||||||||||
Net loss attributable to MDC Partners Inc. | $ | (24,057 | ) | |||||||||||||
Stock-based compensation | $ | 9,616 | $ | 3,553 | $ | 4,527 | $ | 17,696 | ||||||||
Capital expenditures from continuing operations | $ | 22,452 | $ | 2,627 | $ | 1,337 | $ | 26,416 | ||||||||
Goodwill and intangibles | $ | 560,505 | $ | 376,989 | $ | — | $ | 937,494 | ||||||||
Total assets | $ | 891,341 | $ | 476,795 | $ | 280,754 | $ | 1,648,890 | ||||||||
For the year ended December 31, 2013 | ||||||||||||||||
Strategic Marketing Services | Performance Marketing Services | Corporate | Total | |||||||||||||
Revenue | $ | 836,936 | $ | 225,542 | $ | — | $ | 1,062,478 | ||||||||
Cost of services sold | 535,085 | 169,884 | — | 704,969 | ||||||||||||
Office and general expenses | 190,699 | 38,551 | 126,714 | 355,964 | ||||||||||||
Depreciation and amortization | 24,210 | 10,535 | 1,394 | 36,139 | ||||||||||||
Operating profit (loss) | 86,942 | 6,572 | (128,108 | ) | (34,594 | ) | ||||||||||
Other income (expense): | ||||||||||||||||
Other income, net | 2,531 | |||||||||||||||
Foreign exchange loss | (5,516 | ) | ||||||||||||||
Interest expense, finance charges, and loss on redemption of notes,net | (100,271 | ) | ||||||||||||||
Loss from continuing operations before income taxes, equity in non-consolidated affiliates | (137,850 | ) | ||||||||||||||
Income tax benefit | (4,367 | ) | ||||||||||||||
Loss from continuing operations before equity in non-consolidated affiliates | (133,483 | ) | ||||||||||||||
Equity in earnings of non-consolidated affiliates | 281 | |||||||||||||||
Loss from continuing operations | (133,202 | ) | ||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (9,200 | ) | ||||||||||||||
Net loss | (142,402 | ) | ||||||||||||||
Net income attributable to noncontrolling interests | (6,150 | ) | (311 | ) | — | (6,461 | ) | |||||||||
Net loss attributable to MDC Partners Inc. | $ | (148,863 | ) | |||||||||||||
Stock-based compensation | $ | 7,657 | $ | 3,017 | $ | 89,731 | $ | 100,405 | ||||||||
Capital expenditures from continuing operations | $ | 12,338 | $ | 2,339 | $ | 2,132 | $ | 16,809 | ||||||||
Goodwill and intangibles | $ | 525,412 | $ | 275,183 | $ | — | $ | 800,595 | ||||||||
Total assets | $ | 841,362 | $ | 379,391 | $ | 204,474 | $ | 1,425,227 | ||||||||
For the year ended December 31, 2012 | ||||||||||||||||
Strategic Marketing Services | Performance Marketing Services | Corporate | Total | |||||||||||||
Revenue | $ | 751,464 | $ | 221,509 | $ | — | $ | 972,973 | ||||||||
Cost of services sold | 504,407 | 162,922 | — | 667,329 | ||||||||||||
Office and general expenses | 193,758 | 48,561 | 38,847 | 281,166 | ||||||||||||
Depreciation and amortization | 27,807 | 13,298 | 1,342 | 42,447 | ||||||||||||
Operating profit (loss) | 25,492 | (3,272 | ) | (40,189 | ) | (17,969 | ) | |||||||||
Other income (expense): | ||||||||||||||||
Other income, net | 450 | |||||||||||||||
Foreign exchange loss | (1,138 | ) | ||||||||||||||
Interest expense and finance charges, net | (45,871 | ) | ||||||||||||||
Loss from continuing operations before income taxes, equity in non-consolidated affiliates | (64,528 | ) | ||||||||||||||
Income tax expense | 9,553 | |||||||||||||||
Loss from continuing operations before equity in non-consolidated affiliates | (74,081 | ) | ||||||||||||||
Equity in earnings of non-consolidated affiliates | 633 | |||||||||||||||
Loss from continuing operations | (73,448 | ) | ||||||||||||||
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (5,128 | ) | ||||||||||||||
Net loss | (78,576 | ) | ||||||||||||||
Net income attributable to noncontrolling interests | (6,326 | ) | (537 | ) | — | (6,863 | ) | |||||||||
Net loss attributable to MDC Partners Inc. | $ | (85,439 | ) | |||||||||||||
Stock-based compensation | $ | 9,186 | $ | 8,227 | $ | 14,784 | $ | 32,197 | ||||||||
Capital expenditures from continuing operations | $ | 11,600 | $ | 4,555 | $ | 382 | $ | 16,537 | ||||||||
Goodwill and intangibles | $ | 542,573 | $ | 240,741 | $ | — | $ | 783,314 | ||||||||
Total assets | $ | 849,716 | $ | 374,982 | $ | 120,247 | $ | 1,344,945 | ||||||||
Schedule Of Fixed Assets Goodwill Intangibles Net | A summary of the Company’s long-lived assets, comprised of fixed assets, goodwill and intangibles, net, as at December 31, is set forth in the following table. | |||||||||||||||
United States | Canada | Other | Total | |||||||||||||
Long-lived Assets | ||||||||||||||||
2014 | $ | 48,884 | $ | 7,099 | $ | 4,257 | $ | 60,240 | ||||||||
2013 | $ | 44,360 | $ | 5,424 | $ | 2,287 | $ | 52,071 | ||||||||
Goodwill and Intangible Assets | ||||||||||||||||
2014 | $ | 759,035 | $ | 154,349 | $ | 24,110 | $ | 937,494 | ||||||||
2013 | $ | 720,373 | $ | 80,222 | $ | — | $ | 800,595 | ||||||||
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | A summary of the Company’s revenue as at December 31 is set forth in the following table. | |||||||||||||||
United States | Canada | Other | Total | |||||||||||||
Revenue: | ||||||||||||||||
2014 | $ | 993,474 | $ | 150,390 | $ | 79,648 | $ | 1,223,512 | ||||||||
2013 | $ | 870,525 | $ | 135,630 | $ | 56,323 | $ | 1,062,478 | ||||||||
2012 | $ | 781,210 | $ | 148,063 | $ | 43,700 | $ | 972,973 | ||||||||
Commitments_Contingencies_and_1
Commitments, Contingencies and Guarantees (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases | Minimum rental commitments for the rental of office and production premises and equipment under non-cancellable leases net of sublease income, some of which provide for rental adjustments due to increased property taxes and operating costs for 2015 and thereafter, are as follows: | ||||
Period | Amount | ||||
2015 | $ | 41,871 | |||
2016 | 39,006 | ||||
2017 | 33,740 | ||||
2018 | 31,168 | ||||
2019 | 26,472 | ||||
2020 and thereafter | 62,644 | ||||
$ | 234,901 | ||||
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ||||||||||||||||
Schedule of Net Periodic Benefit Cost Not yet Recognized | Net periodic pension cost consists of the following components for the year ended December 31: | |||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Service cost | $ | — | $ | — | ||||||||||||
Interest cost on benefit obligation | 1,788 | 1,752 | ||||||||||||||
Expected return on plan assets | (2,025 | ) | (1,829 | ) | ||||||||||||
Curtailment and settlements | — | 105 | ||||||||||||||
Amortization of prior service cost | — | — | ||||||||||||||
Amortization of actuarial (gains) losses | — | 15 | ||||||||||||||
Net periodic benefit cost (benefit) | $ | (237 | ) | $ | 43 | |||||||||||
Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss) | Other changes in plan assets and benefit obligation recognized in Other Comprehensive Loss consist of the following for the year ended December 31: | |||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Curtailment/settlement | $ | — | $ | (105 | ) | |||||||||||
Current year actuarial (gain) loss | 11,515 | (7,928 | ) | |||||||||||||
Amortization of actuarial gain (loss) | — | (15 | ) | |||||||||||||
Current year prior service (credit) cost | — | — | ||||||||||||||
Amortization of prior service credit (cost) | — | — | ||||||||||||||
Amortization of transition asset (obligation) | — | — | ||||||||||||||
Total recognized in other comprehensive (income) loss | $ | 11,515 | $ | (8,048 | ) | |||||||||||
Total recognized in net periodic benefit cost and other comprehensive (income) loss | 11,278 | $ | (8,005 | ) | ||||||||||||
Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets | The following table summarizes the change in benefit obligations and fair values of plan assets for the years ended December 31, 2014 and 2013: | |||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Change in benefit obligation: | ||||||||||||||||
Benefit obligation, Beginning balance | $ | 32,857 | $ | 40,041 | ||||||||||||
Service Cost | — | — | ||||||||||||||
Interest Cost | 1,788 | 1,752 | ||||||||||||||
Change in Mortality | 3,287 | — | ||||||||||||||
Plan amendments | — | — | ||||||||||||||
Curtailment/settlement | — | (1,567 | ) | |||||||||||||
Actuarial (gains) losses | 7,681 | (4,954 | ) | |||||||||||||
Benefits paid | (1,814 | ) | (2,415 | ) | ||||||||||||
Benefit obligation, Ending balance | 43,799 | 32,857 | ||||||||||||||
Change in plan assets: | ||||||||||||||||
Fair value of plan assets, Beginning balance | 26,868 | 24,769 | ||||||||||||||
Actual return on plan assets | 1,478 | 3,236 | ||||||||||||||
Employer contributions | 1,828 | 1,278 | ||||||||||||||
Benefits paid | (1,814 | ) | (2,415 | ) | ||||||||||||
Fair value of plan assets, Ending balance | 28,360 | 26,868 | ||||||||||||||
Unfunded status | $ | 15,439 | $ | 5,989 | ||||||||||||
Schedule of Amounts Recognized in Balance Sheet | ||||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Amounts recognized in the balance sheet consist of: | ||||||||||||||||
Noncurrent liability | $ | 15,439 | $ | 5,989 | ||||||||||||
Net amount recognized | $ | 15,439 | $ | 5,989 | ||||||||||||
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Amounts recognized in Accumulated Other Comprehensive Loss: | |||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Accumulated net actuarial losses | $ | 8,796 | $ | (1,607 | ) | |||||||||||
Accumulated prior service cost | — | — | ||||||||||||||
Accumulated transition obligation | — | — | ||||||||||||||
Net amount recognized, net of tax | $ | 8,796 | $ | (1,607 | ) | |||||||||||
Schedule Of Assumptions Used To Determine Benefit Obligations | Weighted average assumptions used to determine benefit obligations as of December 31: | |||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Discount rate | 4.38 | % | 5.26 | % | ||||||||||||
Rate of compensation increase | N/A | N/A | ||||||||||||||
Schedule Of Assumptions Used To Determine Net Periodic Cost | Weighted average assumptions used to determine net periodic costs at December 31: | |||||||||||||||
Pension | Pension | |||||||||||||||
Benefits | Benefits | |||||||||||||||
2014 | 2013 | |||||||||||||||
Discount rate | 5.26 | % | 4.53 | % | ||||||||||||
Expected return on plan assets | 7.4 | % | 7.4 | % | ||||||||||||
Rate of compensation increase | N/A | N/A | ||||||||||||||
Schedule of Changes in Fair Value of Plan Assets | The Defined Benefit plan assets fall into any of three fair value classifications as defined in the Guidance for Fair Value Measurements. There are no Level 3 assets held by the plan. The fair value of the plan assets as of December 31 is as follows: | |||||||||||||||
31-Dec-14 | Level 1 | Level 2 | Level 3 | |||||||||||||
Asset Category: | ||||||||||||||||
Money Market Fund – Short Term Investments | $ | 982 | $ | 251 | $ | 731 | $ | — | ||||||||
Common Stock | 11,099 | 11,099 | — | — | ||||||||||||
Corporate Bonds | 5,460 | — | 5,460 | — | ||||||||||||
Mutual Funds | 10,606 | 10,606 | — | — | ||||||||||||
Foreign Stock | 213 | 213 | — | — | ||||||||||||
Total | $ | 28,360 | $ | 22,169 | $ | 6,191 | $ | — | ||||||||
31-Dec-13 | Level 1 | Level 2 | Level 3 | |||||||||||||
Asset Category: | ||||||||||||||||
Money Market Fund – Short Term Investments | $ | 2,020 | $ | 106 | $ | 1,914 | $ | — | ||||||||
Common Stock | 9,826 | 9,826 | — | — | ||||||||||||
Corporate Bonds | 6,215 | — | 6,215 | — | ||||||||||||
Mutual Funds | 8,172 | 8,172 | — | — | ||||||||||||
Foreign Stock | 635 | 635 | — | — | ||||||||||||
Total | $ | 26,868 | $ | 18,739 | $ | 8,129 | $ | — | ||||||||
Schedule of Allocation of Plan Assets | The pension plans weighted-average asset allocation for the years ended December 31, 2014 and 2013 are as follows: | |||||||||||||||
Target Allocation | Actual Allocation | Actual Allocation | ||||||||||||||
2014 | 2014 | 2013 | ||||||||||||||
Asset Category: | ||||||||||||||||
Equity Securities | 60 | % | 65 | % | 55.6 | % | ||||||||||
Debt Securities | 40 | % | 31.5 | % | 36.9 | % | ||||||||||
Cash/Cash Equivalents and Short Term Investments | — | % | 3.5 | % | 7.5 | % | ||||||||||
100 | % | 100 | % | 100 | % | |||||||||||
Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year | The estimated amounts that will be amortized in 2015 are as follows: | |||||||||||||||
Pension | ||||||||||||||||
Benefits | ||||||||||||||||
Estimated Amortization: | 2015 | |||||||||||||||
Prior service cost (credit) amortization | $ | — | ||||||||||||||
Net loss amortization | 114 | |||||||||||||||
Total | $ | 114 | ||||||||||||||
Schedule of Expected Benefit Payments | The following estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid: | |||||||||||||||
Pension | ||||||||||||||||
Benefits | ||||||||||||||||
Estimated Future Benefit Payments for FYE 12/31 | ||||||||||||||||
2015 | $ | 1,092 | ||||||||||||||
2016 | $ | 1,168 | ||||||||||||||
2017 | $ | 1,317 | ||||||||||||||
2018 | $ | 1,433 | ||||||||||||||
2019 | $ | 1,521 | ||||||||||||||
2020 – 2024 | $ | 9,500 | ||||||||||||||
Changes_in_Accumulated_Other_C1
Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in accumulated other comprehensive income (loss) for the year ended December 31 were: | |||||||||||
Defined | Foreign Currency Translation | Total | ||||||||||
Benefit | ||||||||||||
Pension | ||||||||||||
Balance December 31, 2012 | $ | (5,329 | ) | $ | (2,116 | ) | $ | (7,445 | ) | |||
Other comprehensive income (loss) before reclassifications | — | (288 | ) | (288 | ) | |||||||
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax expense of $1,112) | 6,936 | — | 6,936 | |||||||||
Other comprehensive income (loss) | $ | 6,936 | $ | (288 | ) | $ | 6,648 | |||||
Balance December 31, 2013 | $ | 1,607 | $ | (2,404 | ) | $ | (797 | ) | ||||
Other comprehensive income (loss) before reclassifications | — | 3,448 | 3,448 | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss) (net of tax benefit of $1,112) | (10,403 | ) | — | (10,403 | ) | |||||||
Other comprehensive income (loss) | (10,403 | ) | 3,448 | (6,955 | ) | |||||||
Balance December 31, 2014 | $ | (8,796 | ) | $ | 1,044 | $ | (7,752 | ) | ||||
Schedule of Defined Benefit Plans Disclosures | accumulated other comprehensive income (loss). Reclassifications for the year ended December 31, 2013 were: | |||||||||||
2013 | ||||||||||||
Amortization of defined pension plan: | ||||||||||||
Prior service cost | $ | — | ||||||||||
Actuarial (gains) losses | 15 | |||||||||||
Net periodic benefit cost (see Note 18) | 15 | |||||||||||
Income tax expense | 6 | |||||||||||
Net of tax | $ | 9 | ||||||||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Schedule of Quarterly Financial Information | The following table sets forth a summary of the Company’s consolidated unaudited quarterly results of operations for the years ended December 31, 2014 and 2013, in thousands of dollars, except per share amounts. | |||||||||||||||
Quarters | ||||||||||||||||
First | Second | Third | Fourth | |||||||||||||
Revenue: | ||||||||||||||||
2014 | $ | 274,854 | $ | 299,356 | $ | 309,391 | $ | 339,911 | ||||||||
2013 | $ | 242,995 | $ | 262,793 | $ | 267,461 | $ | 289,229 | ||||||||
Cost of services sold: | ||||||||||||||||
2014 | $ | 181,468 | $ | 188,875 | $ | 205,549 | $ | 222,626 | ||||||||
2013 | $ | 164,932 | $ | 175,693 | $ | 176,913 | $ | 187,431 | ||||||||
Income (loss) from continuing operations: | ||||||||||||||||
2014 | $ | (7,213 | ) | $ | 19,555 | $ | (1,868 | ) | $ | (6,381 | ) | |||||
2013 | $ | (41,181 | ) | $ | 10,630 | $ | (12,533 | ) | $ | (90,118 | ) | |||||
Net income (loss) attributable to MDC Partners Inc.: | ||||||||||||||||
2014 | $ | (8,846 | ) | $ | 16,470 | $ | (4,922 | ) | $ | (26,759 | ) | |||||
2013 | $ | (43,158 | ) | $ | 9,816 | $ | (21,200 | ) | $ | (94,321 | ) | |||||
Income (loss) per common share: | ||||||||||||||||
Basic | ||||||||||||||||
Continuing operations: | ||||||||||||||||
2014 | $ | (0.17 | ) | $ | 0.36 | $ | (0.07 | ) | $ | (0.17 | ) | |||||
2013 | $ | (0.90 | ) | $ | 0.19 | $ | (0.31 | ) | $ | (1.95 | ) | |||||
Net income (loss): | ||||||||||||||||
2014 | $ | (0.18 | ) | $ | 0.33 | $ | (0.10 | ) | $ | (0.54 | ) | |||||
2013 | $ | (0.92 | ) | $ | 0.2 | $ | (0.45 | ) | $ | (2.00 | ) | |||||
Diluted | ||||||||||||||||
Continuing operations: | ||||||||||||||||
2014 | $ | (0.21 | ) | $ | 0.29 | $ | (0.13 | ) | $ | (0.58 | ) | |||||
2013 | $ | (0.94 | ) | $ | 0.16 | $ | (0.49 | ) | $ | (2.04 | ) | |||||
Net income (loss): | ||||||||||||||||
2014 | $ | (0.22 | ) | $ | 0.26 | $ | (0.16 | ) | $ | (0.95 | ) | |||||
2013 | $ | (0.96 | ) | $ | 0.17 | $ | (0.63 | ) | $ | (2.09 | ) | |||||
Basis_of_Presentation_Basis_of
Basis of Presentation Basis of Presentation (Details) (Strategic Marketing Services) | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
Strategic Marketing Services | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 1 |
Significant_Accounting_Policie3
Significant Accounting Policies - Redeemable Noncontrolling Interest (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Redeemable Noncontrolling Interest [Roll Forward] | |||
Beginning Balance as of January 1, | $148,534 | $117,953 | $107,432 |
Redemptions | -4,820 | -4,270 | -16,712 |
Granted | 13,327 | 0 | 4,189 |
Changes in redemption value | 38,850 | 35,689 | 22,912 |
Currency translation adjustments | -940 | -838 | 132 |
Ending Balance as of December 31, | $194,951 | $148,534 | $117,953 |
Significant_Accounting_Policie4
Significant Accounting Policies - Textual (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 28, 2012 | Oct. 01, 2014 | Oct. 01, 2013 | |
investment | reportable_segment | |||||
reportable_segment | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of Reporting Units | 10 | |||||
Consolidated accounts receivable percentage | 10.00% | 10.00% | ||||
Consolidated largest client revenue | 10.00% | 10.00% | 10.00% | |||
Restricted cash and cash equivalents, noncurrent | $6,461,000 | $44,000 | ||||
Distributions from non-consolidated affiliates | 730,000 | 0 | 0 | |||
Equity method investment, realized gain (loss) on disposal | 0 | 3,058,000 | 0 | |||
Cost method investments | 10,196,000 | 12,452,000 | ||||
Number of investments sold | 2 | |||||
Proceeds from sale of other investments | 8,248,000 | |||||
Weighted average cost of capital, percent | 8.95% | 9.50% | ||||
Goodwill, impairment loss | 0 | 0 | ||||
Number of reporting segments at risk | 0 | 0 | ||||
Business acquisition, increase (decrease) in contingent purchase price obligation | 16,467,000 | 35,914,000 | 53,027,000 | |||
Business combination, acquisition related costs | 6,133,000 | 2,066,000 | 3,203,000 | |||
Assets | 1,648,890,000 | 1,425,227,000 | 1,344,945,000 | |||
Liabilities | 1,802,519,000 | 1,553,305,000 | ||||
Interest rate percentage on senior notes | 6.75% | |||||
Stock Issued During Period, Shares, New Issues | 0 | 0 | 0 | |||
Allocated share-based compensation expense, total | 17,696,000 | 22,438,000 | 32,197,000 | |||
Pension expense | 7,503,000 | 6,145,000 | 3,715,000 | |||
Equity Value Appreciation Awards | ||||||
Significant Accounting Policies [Line Items] | ||||||
Maximum shares issuance restricted stock units and shares | 1,917,000 | |||||
Risk free interest rate | 1.20% | |||||
Expected volatility rate | 31.70% | |||||
Expected term | 2 years 11 months 5 days | |||||
Weighted average grant date fair value | $9.37 | |||||
Performance Shares | ||||||
Significant Accounting Policies [Line Items] | ||||||
Share-based compensation, gross | 3,026,000 | 2,699,000 | 9,838,000 | |||
Stock Appreciation Rights (SARs) | ||||||
Significant Accounting Policies [Line Items] | ||||||
Allocated share-based compensation expense, total | 77,967,000 | |||||
Doner | ||||||
Significant Accounting Policies [Line Items] | ||||||
Variable interest entity, qualitative or quantitative information, ownership percentage | 30.00% | |||||
Assets | 223,305,000 | 224,964,000 | ||||
Liabilities | 192,340,000 | 179,501,000 | ||||
Real Estate Joint Venture | ||||||
Significant Accounting Policies [Line Items] | ||||||
Percentage of undivided interest | 30.00% | |||||
Distributions from non-consolidated affiliates | 3,096,000 | |||||
Equity method investment, realized gain (loss) on disposal | $3,058,000 | |||||
Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Property, plant and equipment, useful life | 3 years | |||||
Equity method investment, ownership percentage | 50.00% | |||||
Long-term growth rate, percent | 4.30% | 5.00% | ||||
Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Property, plant and equipment, useful life | 7 years | |||||
Equity method investment, ownership percentage | 50.00% | |||||
Long-term growth rate, percent | 10.00% | 10.00% | ||||
Doner | Aggregate 2012 Acquisitions | ||||||
Significant Accounting Policies [Line Items] | ||||||
Ownership interest percentage increase on exercise of option | 70.00% |
Loss_per_Common_Share_Schedule
Loss per Common Share - Schedule of Earnings Per Share (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Numerator | |||
Numerator for diluted loss per common share – income (loss) from continuing operations | $4,093 | ($133,202) | ($73,448) |
Net income attributable to the non controlling interests | -6,890 | -6,461 | -6,863 |
Loss attributable to MDC Partners Inc. common shareholders from continuing operations | -2,797 | -139,663 | -80,311 |
Effect of dilutive securities | 0 | 0 | 0 |
Numerator for diluted loss per common share – loss attributable to MDC Partners Inc. common shareholders from continuing operations | ($2,797) | ($139,663) | ($80,311) |
Denominator | |||
Denominator for basic loss per common share – weighted average common shares | 49,545,350 | 47,108,406 | 46,090,160 |
Effect of dilutive securities: | |||
Dilutive potential common shares | 0 | 0 | 0 |
Denominator for diluted loss per common share – adjusted weighted shares and assumed conversions | 49,545,350 | 47,108,406 | 46,090,160 |
Basic and Diluted loss per common share from continuing operations | ($0.06) | ($2.96) | ($1.74) |
Loss_per_Common_Share_Textual_
Loss per Common Share - Textual (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 1,114,681 | 1,488,958 | 6,115,863 |
Acquisitions_Textual_Details
Acquisitions - Textual (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2014 | Jan. 01, 2014 | Feb. 14, 2014 | Jun. 03, 2014 | Aug. 01, 2014 | Aug. 18, 2014 | Mar. 14, 2012 | Oct. 15, 2012 | Mar. 10, 2012 |
Business Acquisition [Line Items] | |||||||||||||||
Pro forma revenue | $56,733 | ||||||||||||||
Pro forma net income (loss) | 2,940 | ||||||||||||||
Cash acquired | 8,156 | ||||||||||||||
Accounts receivable acquired | 19,955 | ||||||||||||||
Accrued liabilities acquired | 9,295 | ||||||||||||||
Redeemable Noncontrolling Interests | 194,951 | 148,534 | 117,953 | 107,432 | |||||||||||
Ownership percentage by parent | 100.00% | ||||||||||||||
Doner | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Variable interest entity, qualitative or quantitative information, ownership percentage | 30.00% | ||||||||||||||
Aggregate 2014 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cost of acquired entity, purchase price | 151,202 | ||||||||||||||
Cost of acquired entity, cash paid | 67,236 | ||||||||||||||
Deferred acquisition consideration | 83,966 | ||||||||||||||
Amortizable intangible assets | 61,906 | ||||||||||||||
Goodwill amount | 149,234 | ||||||||||||||
Nonredeemable noncontrolling interest | 50,552 | ||||||||||||||
Redeemable Noncontrolling Interests | 13,327 | ||||||||||||||
Intangibles and goodwill, expected tax deductible amount | 149,232 | ||||||||||||||
Aggregate 2014 Acquisitions | Minimum | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets amortization period (years) | 5 years | 5 years | |||||||||||||
Aggregate 2014 Acquisitions | Maximum | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets amortization period (years) | 6 years | 6 years | |||||||||||||
Trapeze Media Limited | Union Advertising Canada LC | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Step acquisition gain on sale of ownership percentage | 908 | ||||||||||||||
Ownership percentage by noncontrolling owners | 18.00% | ||||||||||||||
Aggregate 2013 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cost of acquired entity, purchase price | 35,591 | ||||||||||||||
Cost of acquired entity, cash paid | 12,000 | ||||||||||||||
Deferred acquisition consideration | 23,591 | ||||||||||||||
Amortizable intangible assets | 10,961 | ||||||||||||||
Goodwill amount | 32,786 | ||||||||||||||
Intangibles and goodwill, expected tax deductible amount | 43,747 | ||||||||||||||
Noncontrolling interest carrying amount | 10,657 | ||||||||||||||
Aggregate 2012 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cost of acquired entity, purchase price | 99,299 | ||||||||||||||
Cost of acquired entity, cash paid | 23,471 | ||||||||||||||
Deferred acquisition consideration | 67,812 | ||||||||||||||
Amortizable intangible assets | 31,968 | ||||||||||||||
Goodwill amount | 113,404 | ||||||||||||||
Intangibles and goodwill, expected tax deductible amount | 145,372 | ||||||||||||||
Noncontrolling interest carrying amount | 18,501 | ||||||||||||||
Working capital payments | 8,016 | ||||||||||||||
Reduction to short term noncontrolling interest | 197 | ||||||||||||||
Decrease in redeemable noncontrolling interest | 12,523 | ||||||||||||||
Step up adjustment to paid in capital | $13,920 | ||||||||||||||
Aggregate 2012 Acquisitions | Minimum | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets amortization period (years) | 5 years | ||||||||||||||
Aggregate 2012 Acquisitions | Maximum | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Intangible assets amortization period (years) | 10 years | ||||||||||||||
Luntz Global Partners LLC | Aggregate 2014 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired | 60.00% | ||||||||||||||
Kingsdale Partners, LP | Aggregate 2014 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired | 65.00% | ||||||||||||||
The House Worldwide Ltd | Aggregate 2014 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired | 100.00% | ||||||||||||||
Hunter PR LLC | Aggregate 2014 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired | 65.00% | ||||||||||||||
Albion Brand Communications Limited | Aggregate 2014 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired | 75.00% | ||||||||||||||
Local Biz Now | Aggregate 2013 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired | 70.00% | ||||||||||||||
Doner | Aggregate 2012 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired | 70.00% | ||||||||||||||
TargetCast | Aggregate 2012 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired | 70.00% | ||||||||||||||
Dotbox | Aggregate 2012 Acquisitions | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of voting interests acquired | 51.00% | ||||||||||||||
Equity interest in acquiree, percentage | 49.00% |
Acquisitions_Schedule_of_Net_I
Acquisitions - Schedule of Net Income (Loss) Attributable to Parent and Transfers (to) from Noncontrolling Interest (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Combinations [Abstract] | |||||||||||
Net Loss attributable to MDC Partners Inc. | ($26,759) | ($4,922) | $16,470 | ($8,846) | ($94,321) | ($21,200) | $9,816 | ($43,158) | ($24,057) | ($148,863) | ($85,439) |
Transfers (to) from the noncontrolling interest | |||||||||||
Increase (Decrease) in MDC Partners Inc. paid-in capital for purchase of equity interests in excess of noncontrolling interests and redeemable noncontrolling interests | -8,992 | 11,074 | 13,920 | ||||||||
Net transfers from (to) noncontrolling interest | -8,992 | 11,074 | 13,920 | ||||||||
Change from net loss attributable to MDC Partners Inc. and transfers from (to) noncontrolling interest | ($33,049) | ($137,789) | ($71,519) |
Fixed_Assets_Schedule_of_Prope
Fixed Assets - Schedule of Property, Plant, and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $155,323 | $170,190 |
Accumulated Depreciation | -95,083 | -118,119 |
Net Book Value | 60,240 | 52,071 |
Computers, Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 91,272 | 109,252 |
Accumulated Depreciation | -65,451 | -83,383 |
Net Book Value | 25,821 | 25,869 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 64,051 | 60,938 |
Accumulated Depreciation | -29,632 | -34,736 |
Net Book Value | $34,419 | $26,202 |
Fixed_Assets_Textual_Details
Fixed Assets - Textual (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $16,462 | $16,742 | $15,999 |
Capital Lease Obligations | |||
Property, Plant and Equipment [Line Items] | |||
Capital leased assets, gross | 2,072 | 2,462 | |
Capital leases, lessee balance sheet, assets by major class, accumulated depreciation | $1,091 | $1,417 |
Accrued_and_Other_Liabilities_1
Accrued and Other Liabilities - Schedule of Changes in Accrued and Other Liabilities (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Accrued Liabilities and Other Liabilities [Roll Forward] | ||||||
Beginning balance | $5,210 | $3,624 | $4,049 | |||
Income attributable to noncontrolling interests | 6,890 | 6,461 | 6,863 | |||
Distributions made | -6,523 | -5,525 | -7,673 | |||
Other | 437 | [1] | 650 | [1] | 385 | [1] |
Ending balance | $6,014 | $5,210 | $3,624 | |||
[1] | Other consists primarily of step up transactions, discontinued operations and cumulative translation adjustments. |
Accrued_and_Other_Liabilities_2
Accrued and Other Liabilities - Textual (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Accrued Liabilities and Other Liabilities [Abstract] | ||||
Accrued media cost, current | $168,508,000 | $144,161,000 | ||
Trust liabilities | 6,419,000 | 0 | ||
Accrued and Other Liabilities Attributable To Noncontrolling Interest | $6,014,000 | $5,210,000 | $3,624,000 | $4,049,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ||
Beginning Balance | $744,333 | $720,071 |
Acquired goodwill | 149,234 | 35,956 |
Acquisition purchase price adjustments | -6,474 | |
Foreign currency translation | -11,318 | -5,220 |
Discontinued operations | -27,706 | |
Goodwill, Other Changes | -3,170 | |
Ending Balance | 851,373 | 744,333 |
Strategic Marketing Services | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 477,405 | 483,760 |
Acquired goodwill | 50,668 | 0 |
Acquisition purchase price adjustments | -3,981 | |
Foreign currency translation | -5,278 | -2,374 |
Discontinued operations | 0 | |
Goodwill, Other Changes | -7,263 | |
Ending Balance | 515,532 | 477,405 |
Performance Marketing Services | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 266,928 | 236,311 |
Acquired goodwill | 98,566 | 35,956 |
Acquisition purchase price adjustments | -2,493 | |
Foreign currency translation | -6,040 | -2,846 |
Discontinued operations | -27,706 | |
Goodwill, Other Changes | 4,093 | |
Ending Balance | $335,841 | $266,928 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Intangibles: | ||
Trademarks (indefinite life) | $17,780 | $17,780 |
Intangible assets, gross | 182,597 | 127,484 |
Less accumulated amortization | -96,476 | -71,222 |
Total intangible assets-net | 86,121 | 56,262 |
Other Intangible Assets | ||
Intangibles: | ||
Intangible assets, gross | 31,408 | 17,064 |
Less accumulated amortization | -13,001 | -8,316 |
Intangible assets, net | 18,407 | 8,748 |
Customer Relationships | ||
Intangibles: | ||
Intangible assets, gross | 133,409 | 92,640 |
Less accumulated amortization | -83,475 | -62,906 |
Intangible assets, net | $49,934 | $29,734 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Textual (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill [Line Items] | |||
Goodwill, impaired, accumulated impairment loss | $46,883 | ||
Weighted average amortization period | 6 years | ||
Finite lived intangible assets amortization expenses | $29,749 | $18,456 | $26,074 |
Other Intangible Assets | |||
Goodwill [Line Items] | |||
Weighted average amortization period | 7 years | ||
Customer Relationships | |||
Goodwill [Line Items] | |||
Weighted average amortization period | 5 years |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets Amortization Expense (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2015 | $28,113 |
2016 | 16,809 |
2017 | 11,664 |
2018 | 8,369 |
2019 | $2,558 |
Income_Taxes_Schedule_of_Incom
Income Taxes - Schedule of Income before income tax, Domestic and Foreign (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax [Line Items] | |||
Loss from continuing operations before income taxes, equity in affiliates | $15,109 | ($137,850) | ($64,528) |
Domestic Tax Authority | |||
Income Tax [Line Items] | |||
Loss from continuing operations before income taxes, equity in affiliates | 46,728 | 21,661 | -36,644 |
Foreign Tax Authority | |||
Income Tax [Line Items] | |||
Loss from continuing operations before income taxes, equity in affiliates | ($31,619) | ($159,511) | ($27,884) |
Income_Taxes_Schedule_of_Compo
Income Taxes - Schedule of Components of Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax [Line Items] | |||
Current tax provision | $1,459 | $1,060 | $1,131 |
Deferred tax provision (benefit): | 10,963 | -5,427 | 8,422 |
Income tax provision (benefit) | 12,422 | -4,367 | 9,553 |
United States Federal | |||
Income Tax [Line Items] | |||
Current tax provision | 0 | 0 | 0 |
Deferred tax provision (benefit): | 13,402 | 7,505 | 2,150 |
United States And Local | |||
Income Tax [Line Items] | |||
Current tax provision | 907 | 213 | 802 |
Deferred tax provision (benefit): | 1,971 | 1,027 | 299 |
Foreign | |||
Income Tax [Line Items] | |||
Current tax provision | 552 | 847 | 329 |
Deferred tax provision (benefit): | ($4,410) | ($13,959) | $5,973 |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interest | $15,109 | ($137,850) | ($64,528) |
Statutory income tax rate | 26.50% | 26.50% | 26.50% |
Tax expense (benefit) using statutory income tax rate | 4,004 | -36,530 | -17,100 |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | 1,459 | 1,060 | 1,131 |
Non-deductible stock-based compensation | 1,982 | 24,357 | 7,699 |
Other non-deductible expense | 2,151 | 942 | 1,176 |
Change to valuation allowance on items affecting taxable income | 2,003 | 6,952 | 15,682 |
Effect of the change in tax rate | 0 | 0 | 2,168 |
Effect of the difference in federal and statutory rates | 2,222 | -15 | -793 |
Noncontrolling interests | -1,826 | -1,712 | -1,593 |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | 427 | 579 | 1,183 |
Income tax provision (benefit) | $12,422 | ($4,367) | $9,553 |
Effective income tax rate | 82.20% | -3.20% | 14.80% |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Capital assets and other | $45,496 | $36,449 |
Net operating loss carry forwards | 39,525 | 41,947 |
Interest deductions | 17,456 | 21,753 |
Refinancing charge | 5,176 | 10,153 |
Deferred acquisition consideration | 5,204 | 26,779 |
Stock compensation | 1,561 | 1,433 |
Pension plan | 3,597 | 0 |
Unrealized foreign exchange | 6,954 | 2,372 |
Capital loss carry forwards | 14,834 | 16,180 |
Accounting reserves | 5,135 | 4,769 |
Gross deferred tax asset | 144,938 | 161,835 |
Less: valuation allowance | -119,117 | -137,961 |
Net deferred tax assets | 25,821 | 23,874 |
Deferred tax liabilities: | ||
Pension plan | 0 | -1,112 |
Deferred finance charges | -386 | -420 |
Capital assets | -396 | -178 |
Goodwill amortization | -77,603 | -61,859 |
Total deferred tax liabilities | -78,385 | -63,569 |
Disclosed as: | ||
Deferred tax assets | 25,480 | 23,380 |
Deferred tax liabilities | -78,044 | -63,075 |
Deferred tax liabilities (assets), net | ($52,564) | ($39,695) |
Income_Taxes_Schedule_of_Chang
Income Taxes - Schedule of Changes in Tax Reserve (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Reserve [Roll Forward] | |||
Beginning Balance | $3,073 | $3,073 | $3,624 |
Charges to income tax expense | 0 | 0 | 0 |
Settlement of uncertainty | -551 | ||
Ending Balance | $3,073 | $3,073 | $3,073 |
Income_Taxes_Textual_Details
Income Taxes - Textual (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax [Line Items] | |||
Non-deductible stock-based compensation | $1,982 | $24,357 | $7,699 |
Change to valuation allowance on items affecting taxable income | 2,003 | 6,952 | 15,682 |
Effect of the difference in federal and statutory rates | 2,222 | -15 | -793 |
Income taxes receivable | 235 | 533 | |
Taxes payable | 5,368 | 4,907 | |
Deferred tax liability accrued and other liabilities | 47 | 55 | |
Deferred tax assets other current assets | 6,722 | 2,249 | |
Operating loss carryforwards expiration period | 2015 through 2031 | ||
Indefinite loss carryforwards | 131,758 | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | 2,003 | 6,952 | 15,682 |
Pension and other postretirement benefit plans, tax | 1,112 | -1,112 | |
Unrecognized tax benefits | 4,166 | 4,166 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 1,093 | ||
United States | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 51,043 | ||
Indefinite loss carryforwards | 36,052 | ||
Foreign Tax Authority | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 52,139 | ||
Canadian [Member] | |||
Income Tax [Line Items] | |||
Indefinite loss carryforwards | 95,706 | ||
State and Local Jurisdiction [Member] | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 144,622 | ||
Canada Revenue Agency [Member] | |||
Income Tax [Line Items] | |||
Effect of the difference in federal and statutory rates | $2,222 |
Discontinued_Operations_Textua
Discontinued Operations - Textual (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
subsidiary | ||
Entity Information [Line Items] | ||
Number of subsidiaries discontinued | 2 | |
Other assets, noncurrent | $0 | |
Other liabilities | 0 | |
Goodwill, impairment loss | 0 | 0 |
Sale of Subsidiary Gain (Loss) | ||
Entity Information [Line Items] | ||
Goodwill, impairment loss | 15,564 | |
Discontinued Operations, Held-for-sale | ||
Entity Information [Line Items] | ||
Discontinued operation, other current assets | 5,591 | |
Discontinued operation, other noncurrent assets | $16,409,000 |
Discontinued_Operations_Schedu
Discontinued Operations - Schedule of Disposal Groups (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Discontinued Operations and Disposal Groups [Abstract] | |||
Revenue | $70,041 | $89,659 | $108,399 |
Operating loss | -4,704 | -324 | -5,659 |
Other expense | -458 | -522 | -773 |
Noncontrolling interest expense recovery | 0 | -55 | 1,304 |
Loss on disposal | -16,098 | -8,299 | 0 |
Net loss from discontinued operations | ($21,260) | ($9,200) | ($5,128) |
Debt_Schedule_of_Debt_Details
Debt - Schedule of Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 20, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||||
Debt [Line Items] | ||||
Long-term Line of Credit | 0 | 0 | ||
Debt instrument, unamortized premium | 7,017 | 4,056 | ||
Note payable and other bank loans | 0 | 120 | ||
Debt, long-term and short-term, combined amount, total | 742,017 | 664,176 | ||
Obligations under capital leases | 1,110 | 952 | ||
Debt and capital lease obligations | 743,127 | 665,128 | ||
Less: Current portion | 534 | 467 | ||
Long-term debt, less current portion | 742,593 | 664,661 | ||
Notes due 2020 | ||||
Debt [Line Items] | ||||
Senior notes | 735,000 | 660,000 | ||
6.75% Notes | ||||
Debt [Line Items] | ||||
Stated interest rate | 6.75% | 6.75% | 6.75% | 6.75% |
Debt_Schedule_of_Future_Princi
Debt - Schedule of Future Principal Repayments (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | |
2015 | $534 |
2016 | 472 |
2017 | 104 |
2018 | 0 |
2019 | 0 |
2020 and thereafter | 735,000 |
Future principal repayments of long term debt including capital lease obligations | $736,110 |
Debt_Schedule_of_Future_Minimu
Debt - Schedule of Future Minimum Lease Payments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
2015 | $600 | |
2016 | 490 | |
2017 | 105 | |
2018 | 0 | |
2019 | 0 | |
2020 and thereafter | 0 | |
Capital leases, future minimum payments due, total | 1,195 | |
Less: imputed interest | -85 | |
Capital leases, future minimum payments, net minimum payments, total | 1,110 | 952 |
Less: current portion | -534 | |
Capital lease obligations, noncurrent | $576 |
Debt_Textual_Details
Debt - Textual (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 23, 2014 | Apr. 02, 2014 | Mar. 20, 2013 | Nov. 15, 2013 | |
Debt [Line Items] | |||||||
Interest expense, debt, total | $50,832,000 | $92,704,000 | $43,975,000 | ||||
Loss on redemption of Notes | 0 | -55,588,000 | 0 | ||||
Interest expense amortization of debt premium | 975,000 | 4,262,000 | 46,000 | ||||
Interest expense present value adjustments for fixed deferred acquisition payments | 2,186,000 | 232,000 | 277,000 | ||||
Amortization of financing costs | 3,222,000 | 12,024,000 | 2,295,000 | ||||
Debt instrument, unamortized premium | 7,017,000 | 4,056,000 | |||||
Letters of credit outstanding, amount | 4,822,000 | ||||||
Accounts payable, total | 72,147,000 | 34,312,000 | |||||
Wells Fargo Capital Finance, LLC | |||||||
Debt [Line Items] | |||||||
Line of Credit Facility, Description | 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. Advances under the Credit Agreement bear interest as follows: (a)(i) LIBOR Rate Loans bear interest at the LIBOR Rate and (ii) Base Rate Loans bear interest at the Base Rate, plus (b) an applicable margin. The initial applicable margin for borrowing is 1.25% 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. | ||||||
Debt instrument, maturity date | 30-Sep-19 | ||||||
Debt instrument, face amount | 225,000,000 | ||||||
Line of credit facility, increase (decrease) | 100,000,000 | ||||||
Current borrowing capacity | 225,000,000 | ||||||
Maximum borrowing capacity | 325,000,000 | ||||||
Debt Instrument, Basis Spread on Variable Rate, Rate Reduction from Amendment | 25.00% | ||||||
Wells Fargo Capital Finance, LLC | Base Rate | |||||||
Debt [Line Items] | |||||||
Stated interest rate | 1.00% | 1.00% | |||||
Wells Fargo Capital Finance, LLC | London Interbank Offered Rate (LIBOR) | |||||||
Debt [Line Items] | |||||||
Stated interest rate | 1.75% | 1.75% | |||||
6.75% Notes Issued in April 2014 | |||||||
Debt [Line Items] | |||||||
Stated interest rate | 6.75% | ||||||
Proceeds from issuance of debt | 77,452,000 | ||||||
Debt instrument, face amount | 75,000,000 | ||||||
Debt instrument, unamortized premium | 3,938,000 | ||||||
Expense related to distribution or servicing and underwriting fees | 1,500,000 | ||||||
6.75% Notes | |||||||
Debt [Line Items] | |||||||
Debt instrument, percentage redeemable redemption date, additional | 106.75% | ||||||
Stated interest rate | 6.75% | 6.75% | 6.75% | 6.75% | |||
Debt Instrument, Maturity Year | 2020 | ||||||
Debt instrument, maturity date | 1-Apr-20 | ||||||
Proceeds from issuance of debt | 537,600,000 | ||||||
Debt instrument, face amount | 550,000,000 | ||||||
Debt instrument, percentage of redemption price, redemption date one | 103.38% | ||||||
Debt instrument, redemption date, one | 1-Apr-16 | ||||||
Debt instrument, percentage of redemption price, redemption date two | 101.69% | ||||||
Debt instrument, redemption date, two | 1-Apr-17 | ||||||
Debt instrument, percentage of redemption price, redemption date, latest for redemption at face amount | 100.00% | ||||||
Debt instrument, redemption date, latest for redemption at face amount | 1-Apr-18 | ||||||
Debt instrument, percentage of redemption price redemption date, additional | 35.00% | ||||||
Debt instrument, percentage of redemption price, change in ownership control | 101.00% | ||||||
6.75% Notes Issued in November 2013 | |||||||
Debt [Line Items] | |||||||
Stated interest rate | 6.75% | ||||||
Proceeds from issuance of debt | 111,925,000 | ||||||
Debt instrument, face amount | 110,000,000 | ||||||
Debt instrument, unamortized premium | 4,125,000 | ||||||
Expense related to distribution or servicing and underwriting fees | 2,200,000 | ||||||
11% Notes | |||||||
Debt [Line Items] | |||||||
Loss on redemption of Notes | $55,588,000 | ||||||
Stated interest rate | 11.00% | 11.00% | 11.00% | ||||
Debt instrument, percentage of redemption price redemption date, additional | 11.00% |
Share_Capital_Schedule_of_Shar
Share Capital - Schedule of Share Based Compensation Performance and Time Based (Details) (Employee Stock Option, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance | 462,666 | 534,779 | 2,070,835 |
Weighted average grant date fair value, beginning balance | $9.79 | $10.73 | $10.54 |
Number outstanding, granted | 120,578 | 300,756 | 1,130,844 |
Weighted average grant date fair value, granted | $25.09 | $8.97 | $8.70 |
Number outstanding, vested | -497,214 | -353,858 | -2,621,981 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $9.62 | $10.63 | $9.63 |
Number outstanding, forfeited | 0 | -19,011 | -44,919 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $0 | $7.90 | $10.44 |
Number outstanding, ending balance | 86,030 | 462,666 | 534,779 |
Weighted average grant date fair value, ending balance | $23.14 | $9.79 | $10.73 |
Time Based Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number outstanding, beginning balance | 913,788 | 835,438 | 877,349 |
Weighted average grant date fair value, beginning balance | $12.54 | $8.48 | $8.57 |
Number outstanding, granted | 293,705 | 2,612,520 | 375,356 |
Weighted average grant date fair value, granted | $21.99 | $16.83 | $7.78 |
Number outstanding, vested | -264,478 | -2,499,083 | -395,187 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $10.88 | $15.79 | $8.17 |
Number outstanding, forfeited | -26,874 | -35,087 | -22,080 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $11.52 | $10.91 | $9.88 |
Number outstanding, ending balance | 916,141 | 913,788 | 835,438 |
Weighted average grant date fair value, ending balance | $16.36 | $12.54 | $8.48 |
Share_Capital_Schedule_of_Shar1
Share Capital - Schedule of Shared Based Compensation, Stock Options (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number outstanding, beginning balance | 112,500 | 112,500 | 132,120 |
Weighted average price per share, beginning balance | $6.03 | $6.35 | $6.08 |
Number exercisable, beginning balance | 112,500 | 112,500 | 124,620 |
Weighted average price per share, exercisable, beginning balance | $6.03 | $6.35 | $6.09 |
Number outstanding, vested | 0 | 0 | 0 |
Weighted average price per share, vested | $0 | $0 | $0 |
Number outstanding, granted | 0 | 0 | 0 |
Weighted average price per share, granted | $0 | $0 | $0 |
Number outstanding, exercised | 0 | 0 | -4,728 |
Weighted average price per share, exercised | $0 | $0 | $5.79 |
Number outstanding, expired and cancelled | 0 | 0 | -14,892 |
Weighted average price per share, expired and cancelled | $0 | $0 | $5.19 |
Number outstanding, ending balance | 112,500 | 112,500 | 112,500 |
Weighted average price per share, ending balance | $5.70 | $6.03 | $6.35 |
Number exercisable, ending balance | 112,500 | 112,500 | 112,500 |
Weighted average price per share, exercisable, ending balance | $5.70 | $6.03 | $6.35 |
Non Vested Stock Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number outstanding, beginning balance | 0 | 0 | 7,500 |
Number outstanding, vested | 0 | 0 | -7,500 |
Number outstanding, granted | 0 | 0 | 0 |
Number outstanding, exercised | 0 | 0 | 0 |
Number outstanding, expired and cancelled | 0 | 0 | 0 |
Number outstanding, ending balance | 0 | 0 | 0 |
Share_Capital_Schedule_of_Shar2
Share Capital - Schedule of Share Based Compensation, Activity (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Employee Stock Incentive Plan [Line Items] | |
Weighted Average Contractual Life | 1 year 9 months 18 days |
Weighted Average Contractual Life | 1 year 9 months 18 days |
Range of exercise prices, minimum | $5.63 |
Range of exercise prices, maximum | $5.83 |
Stock Options Five Point Six Three To Five Point Eight Three [Domain] | |
Employee Stock Incentive Plan [Line Items] | |
Outstanding Number | 112,500 |
Weighted Average Contractual Life | 1 year 9 months 18 days |
Weighted Average Price per Share | $5.70 |
Exercisable Number | 112,500 |
Weighted Average Price per Share | $5.70 |
Weighted Average Contractual Life | 1 year 9 months 18 days |
Share_Capital_Schedule_of_Shar3
Share Capital - Schedule of Share Based Compensation, Stock Appreciation Rights (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Appreciation Rights | |||
Share-based Compensation Arrangement by Share-based Payment Award, Stock Appreciation Rights, Outstanding [Roll Forward] | |||
Number outstanding, beginning balance | 0 | 4,633,146 | 4,737,194 |
Weighted average price per share, beginning balance | $0 | $2.49 | $2.50 |
Number exercisable, beginning balance | 0 | 4,633,146 | 3,100,685 |
Weighted average price per share, exercisable, beginning balance | $0 | $2.49 | $2.50 |
Number outstanding, vested | 0 | 0 | 0 |
Weighted average price per share, vested | $0 | $0 | $0 |
Number outstanding, granted | 0 | 0 | 0 |
Weighted average grant date fair value, granted | $0 | $0 | $0 |
Number outstanding, exercised | 0 | -4,633,146 | -104,048 |
Weighted average price per share, exercised | $0 | $2.49 | $2.94 |
Number outstanding, expired and cancelled | 0 | 0 | 0 |
Weighted average price per share, expired and cancelled | $0 | $0 | $0 |
Number outstanding, ending balance | 0 | 0 | 4,633,146 |
Weighted average price per share, ending balance | $0 | $0 | $2.49 |
Number exercisable, ending balance | 0 | 0 | 4,633,146 |
Weighted average price per share, exercisable, ending balance | $0 | $0 | $2.49 |
Non Vested Stock Appreciation Rights | |||
Share-based Compensation Arrangement by Share-based Payment Award, Stock Appreciation Rights, Outstanding [Roll Forward] | |||
Number outstanding, beginning balance | 0 | 0 | 1,636,509 |
Number outstanding, vested | 0 | 0 | -1,570,539 |
Number outstanding, granted | 0 | 0 | 0 |
Number outstanding, exercised | 0 | 0 | -65,970 |
Number outstanding, expired and cancelled | 0 | 0 | 0 |
Number outstanding, ending balance | 0 | 0 | 0 |
Share_Capital_Schedule_of_Shar4
Share Capital - Schedule of Share Based Compensation, Equity Value Appreciation Awards (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Equity Value Appreciation Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Value Appreciation Awards, Outstanding [Roll Forward] | ||||
Number outstanding, beginning balance | 0 | 1,917,000 | 2,052,000 | |
Weighted average grant date fair value, beginning balance | $0 | $15.33 | $15.33 | |
Number outstanding, vested | 0 | -1,917,000 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $0 | $15.33 | $0 | |
Number outstanding, granted | 0 | 0 | 0 | |
Weighted average grant date fair value, granted | $0 | $0 | $0 | |
Number outstanding, expired and cancelled | 0 | 0 | -135,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $0 | $0 | $15.33 | |
Number outstanding, ending balance | 0 | 0 | 1,917,000 | |
Weighted average grant date fair value, ending balance | $0 | $0 | $15.33 | |
Equity Value Appreciation Awards Exercisable | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Value Appreciation Awards, Outstanding [Roll Forward] | ||||
Number outstanding, beginning balance | 0 | |||
Weighted average grant date fair value, beginning balance | $0 | |||
Number outstanding, ending balance | 0 | 0 | 0 | 0 |
Weighted average grant date fair value, ending balance | $0 | $0 | $0 | $0 |
Non Vested Equity Value Appreciation Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Value Appreciation Awards, Outstanding [Roll Forward] | ||||
Number outstanding, beginning balance | 0 | 1,917,000 | 2,052,000 | |
Number outstanding, vested | 0 | -1,917,000 | 0 | |
Number outstanding, granted | 0 | 0 | 0 | |
Number outstanding, expired and cancelled | 0 | 0 | -135,000 | |
Number outstanding, ending balance | 0 | 0 | 1,917,000 |
Share_Capital_Textual_Details
Share Capital - Textual (Details) (USD $) | 12 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2003 | Dec. 31, 2006 | Jun. 02, 2009 | 26-May-05 | 30-May-08 | Jun. 01, 2011 | Dec. 31, 2011 | |
Share Capital [Line Items] | ||||||||||
Options, outstanding, intrinsic value | $1,915,000 | |||||||||
Proceeds from exercise of options | 0 | 0 | 28,000 | |||||||
Options, exercises in period, intrinsic value | 0 | 0 | 5,000 | |||||||
Options, outstanding, weighted average remaining contractual term | 1 year 9 months 18 days | |||||||||
Options, vested, weighted average remaining contractual term | 1 year 9 months 18 days | |||||||||
Stock Incentive Plan 2003 | ||||||||||
Share Capital [Line Items] | ||||||||||
Vested percentage on date of grant | 20.00% | |||||||||
Vested percentage on each anniversary date | 20.00% | |||||||||
Vested percentage on each of first two years | 20.00% | |||||||||
Stock Incentive Plan Maxxcom Privatization [Member] | ||||||||||
Share Capital [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 802,440 | |||||||||
Employee Stock Incentive Plan | ||||||||||
Share Capital [Line Items] | ||||||||||
Proceeds from exercise of options | 0 | 0 | 27,000 | |||||||
Employee Stock Option | ||||||||||
Share Capital [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | 0 | |||||||
Employee Stock Option | Stock Incentive Plan 2005 | ||||||||||
Share Capital [Line Items] | ||||||||||
Number of shares authorized | 6,750,000 | 3,000,000 | ||||||||
Options, grants in period, net of forfeitures | 300,000 | |||||||||
Options, forfeitures in period | 150,000 | |||||||||
Expiration period (years) | 10 years | |||||||||
Award vesting period (years) | 5 years | |||||||||
Employee Stock Option | Stock Incentive Plan 2005 | Additional Authorized On June 2007 And 2009 | ||||||||||
Share Capital [Line Items] | ||||||||||
Number of shares authorized | 3,750,000 | |||||||||
Employee Stock Option | Stock Incentive Plan 2003 | ||||||||||
Share Capital [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,836,179 | |||||||||
Employee Stock Option | Stock Incentive Plan 2003 | Tranche 1 | ||||||||||
Share Capital [Line Items] | ||||||||||
Expiration period (years) | 5 years | |||||||||
Employee Stock Option | Stock Incentive Plan 2003 | Tranche 2 | ||||||||||
Share Capital [Line Items] | ||||||||||
Expiration period (years) | 10 years | |||||||||
Employee Stock Option | Key Partner Incentive Plan 2008 | ||||||||||
Share Capital [Line Items] | ||||||||||
Number of shares authorized | 900,000 | |||||||||
Employee Stock Option | Stock Incentive Plan 2011 | ||||||||||
Share Capital [Line Items] | ||||||||||
Number of shares authorized | 3,000,000 | |||||||||
Restricted Stock And Restricted Stock Units | ||||||||||
Share Capital [Line Items] | ||||||||||
Expiration period (years) | 3 years | |||||||||
Award vesting period (years) | 3 years | |||||||||
Equity instruments other than options, vested in period, fair value | 7,659,000 | 43,227,000 | 22,557,000 | |||||||
Tax benefit from compensation expense | 11,874,000 | 17,219,000 | 5,242,000 | |||||||
Restricted stock and restricted unit awards, fair value | 22,769,000 | |||||||||
Nonvested awards, compensation not yet recognized, share-based awards other than options | 10,027,000 | |||||||||
Number of shares available for grant (in shares) | 257,368 | |||||||||
Stock Appreciation Rights (SARs) | ||||||||||
Share Capital [Line Items] | ||||||||||
Expiration period (years) | 4 years | 10 years | ||||||||
Tax benefit from compensation expense | 0 | 12,682,000 | 296,000 | |||||||
Compensation cost not yet recognized | 0 | |||||||||
Number of shares available for grant (in shares) | 1,002,172 | |||||||||
Shares to be issued on vested | 0 | |||||||||
Equity instruments other than options, exercised in period, value | 0 | 80,323,000 | 301,000 | |||||||
Equity Value Appreciation Awards | ||||||||||
Share Capital [Line Items] | ||||||||||
Number of shares authorized | 2,119,500 | |||||||||
Equity instruments other than options, grant date, fair value | $13,240,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 0 | |||||||||
Reserved shares | 2,377,822 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 1,917,000 | 0 | |||||||
Time Based Awards | Employee Stock Option | ||||||||||
Share Capital [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 264,478 | 2,499,083 | 395,187 | |||||||
Time Based Awards | Restricted Stock And Restricted Stock Units | ||||||||||
Share Capital [Line Items] | ||||||||||
Equity instruments other than options, outstanding, weighted average remaining contractual terms | 1 year 9 months 18 days | |||||||||
Performance Shares | Employee Stock Option | ||||||||||
Share Capital [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 497,214 | 353,858 | 2,621,981 | |||||||
Performance Shares | Restricted Stock And Restricted Stock Units | ||||||||||
Share Capital [Line Items] | ||||||||||
Equity instruments other than options, outstanding, weighted average remaining contractual terms | 2 years 1 month 6 days | |||||||||
Common Class A | ||||||||||
Share Capital [Line Items] | ||||||||||
Number of votes per share | 1 | |||||||||
Common Class B | ||||||||||
Share Capital [Line Items] | ||||||||||
Number of votes per share | 20 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Measurements Measured on a Recurring Basis (Details) (Fair Value, Inputs, Level 1, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Inputs, Level 1 | ||
Liabilities: | ||
Long term debt, carrying amount | $742,017 | $664,056 |
Long term debt, fair value | $751,538 | $690,525 |
Fair_Value_Measurements_Schedu
Fair Value Measurements - Schedule of Changes to Deferred Acquisition Consideration (Details) (Fair Value, Inputs, Level 3, USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | ||
Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning Balance of contingent payments | $151,848 | $194,795 | ||
Payments | -61,441 | -106,460 | ||
Grants | 68,642 | [1] | 31,608 | [1] |
Redemption value adjustments | 20,816 | [2] | 38,712 | [2] |
Transfers (to) from fixed payments | -5,146 | -6,318 | ||
Foreign translation adjustment | -2,492 | -489 | ||
Ending Balance of contingent payments | $172,227 | $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. |
Fair_Value_Measurements_Textua
Fair Value Measurements - Textual (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value Disclosures [Abstract] | ||
Deferred acquisition consideration, fixed payments | $33,141 | $2,065 |
Business acquisition, contingent consideration potential cash payment, total | $205,368 | $153,913 |
Segment_Information_Schedule_o
Segment Information - Schedule of Segment Reporting Information, by Segment (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $339,911 | $309,391 | $299,356 | $274,854 | $289,229 | $267,461 | $262,793 | $242,995 | $1,223,512 | $1,062,478 | $972,973 |
Cost of services sold | 222,626 | 205,549 | 188,875 | 181,468 | 187,431 | 176,913 | 175,693 | 164,932 | 798,518 | 704,969 | 667,329 |
Office and general expenses | 290,073 | 355,964 | 281,166 | ||||||||
Depreciation and amortization | 47,172 | 36,139 | 42,447 | ||||||||
Operating profit (loss) | 87,749 | -34,594 | -17,969 | ||||||||
Other income (expense): | |||||||||||
Other income, net | 689 | 2,531 | 450 | ||||||||
Foreign exchange loss | -18,482 | -5,516 | -1,138 | ||||||||
Interest expense and finance charges, net | -54,847 | -100,271 | -45,871 | ||||||||
Income (loss) from continuing operations before income taxes and equity in non-consolidated affiliates | 15,109 | -137,850 | -64,528 | ||||||||
Income tax expense | 12,422 | -4,367 | 9,553 | ||||||||
Income (loss) from continuing operations before equity in non-consolidated affiliates | 2,687 | -133,483 | -74,081 | ||||||||
Equity in earnings of non-consolidated affiliates | 1,406 | 281 | 633 | ||||||||
Income (loss) from continuing operations | -6,381 | -1,868 | 19,555 | -7,213 | -90,118 | -12,533 | 10,630 | -41,181 | 4,093 | -133,202 | -73,448 |
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | -21,260 | -9,200 | -5,128 | ||||||||
Net loss | -17,167 | -142,402 | -78,576 | ||||||||
Net income attributable to the non controlling interests | -6,890 | -6,461 | -6,863 | ||||||||
Net loss attributable to MDC Partners Inc. | -26,759 | -4,922 | 16,470 | -8,846 | -94,321 | -21,200 | 9,816 | -43,158 | -24,057 | -148,863 | -85,439 |
Stock-based compensation | 63,715 | 17,696 | 100,405 | 32,197 | |||||||
Capital expenditures from continuing operations | 26,416 | 16,809 | 16,537 | ||||||||
Goodwill and intangibles | 937,494 | 800,595 | 937,494 | 800,595 | 783,314 | ||||||
Total assets | 1,648,890 | 1,425,227 | 1,648,890 | 1,425,227 | 1,344,945 | ||||||
Strategic Marketing Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 954,211 | 836,936 | 751,464 | ||||||||
Cost of services sold | 617,914 | 535,085 | 504,407 | ||||||||
Office and general expenses | 200,716 | 190,699 | 193,758 | ||||||||
Depreciation and amortization | 24,158 | 24,210 | 27,807 | ||||||||
Operating profit (loss) | 111,423 | 86,942 | 25,492 | ||||||||
Other income (expense): | |||||||||||
Net income attributable to the non controlling interests | -6,943 | -6,150 | -6,326 | ||||||||
Stock-based compensation | 9,616 | 7,657 | 9,186 | ||||||||
Capital expenditures from continuing operations | 22,452 | 12,338 | 11,600 | ||||||||
Goodwill and intangibles | 560,505 | 525,412 | 560,505 | 525,412 | 542,573 | ||||||
Total assets | 891,341 | 841,362 | 891,341 | 841,362 | 849,716 | ||||||
Performance Marketing Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 269,301 | 225,542 | 221,509 | ||||||||
Cost of services sold | 180,604 | 169,884 | 162,922 | ||||||||
Office and general expenses | 45,224 | 38,551 | 48,561 | ||||||||
Depreciation and amortization | 21,229 | 10,535 | 13,298 | ||||||||
Operating profit (loss) | 22,244 | 6,572 | -3,272 | ||||||||
Other income (expense): | |||||||||||
Net income attributable to the non controlling interests | 53 | -311 | -537 | ||||||||
Stock-based compensation | 3,553 | 3,017 | 8,227 | ||||||||
Capital expenditures from continuing operations | 2,627 | 2,339 | 4,555 | ||||||||
Goodwill and intangibles | 376,989 | 275,183 | 376,989 | 275,183 | 240,741 | ||||||
Total assets | 476,795 | 379,391 | 476,795 | 379,391 | 374,982 | ||||||
Corporate Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Cost of services sold | 0 | 0 | 0 | ||||||||
Office and general expenses | 44,133 | 126,714 | 38,847 | ||||||||
Depreciation and amortization | 1,785 | 1,394 | 1,342 | ||||||||
Operating profit (loss) | -45,918 | -128,108 | -40,189 | ||||||||
Other income (expense): | |||||||||||
Net income attributable to the non controlling interests | 0 | 0 | 0 | ||||||||
Stock-based compensation | 4,527 | 89,731 | 14,784 | ||||||||
Capital expenditures from continuing operations | 1,337 | 2,132 | 382 | ||||||||
Goodwill and intangibles | 0 | 0 | 0 | 0 | 0 | ||||||
Total assets | $280,754 | $204,474 | $280,754 | $204,474 | $120,247 |
Segment_Information_Additional
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
Segment Reporting Information [Line Items] | |
Number of business groups | 2 |
Strategic Marketing Services | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 1 |
Performance Marketing Services and Corporate | |
Segment Reporting Information [Line Items] | |
Number of Segments, Other | 2 |
Segment_Information_Schedule_o1
Segment Information - Schedule of Fixed Assets, Goodwill and Intangibles, Net (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Long-lived Assets | $60,240 | $52,071 | $60,240 | $52,071 | |||||||
Goodwill and Intangible Assets | 937,494 | 800,595 | 937,494 | 800,595 | |||||||
Revenue | 339,911 | 309,391 | 299,356 | 274,854 | 289,229 | 267,461 | 262,793 | 242,995 | 1,223,512 | 1,062,478 | 972,973 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived Assets | 48,884 | 44,360 | 48,884 | 44,360 | |||||||
Goodwill and Intangible Assets | 759,035 | 720,373 | 759,035 | 720,373 | |||||||
Revenue | 993,474 | 870,525 | 781,210 | ||||||||
Canada | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived Assets | 7,099 | 5,424 | 7,099 | 5,424 | |||||||
Goodwill and Intangible Assets | 154,349 | 80,222 | 154,349 | 80,222 | |||||||
Revenue | 150,390 | 135,630 | 148,063 | ||||||||
Other Geographical Location | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived Assets | 4,257 | 2,287 | 4,257 | 2,287 | |||||||
Goodwill and Intangible Assets | 24,110 | 0 | 24,110 | 0 | |||||||
Revenue | $79,648 | $56,323 | $43,700 |
Related_Party_Transactions_Det
Related Party Transactions (Details) | 12 Months Ended | 7 Months Ended | 12 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 7 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2014 | Dec. 31, 2001 | Dec. 31, 2000 | Dec. 31, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | Apr. 25, 2007 | Jul. 31, 2014 | Dec. 31, 2002 | Dec. 31, 2002 | Dec. 31, 2001 | Dec. 31, 2000 | Jul. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | 6-May-13 | 6-May-13 | Nov. 30, 2013 | Nov. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2000 | Dec. 31, 2000 | Dec. 31, 2013 |
USD ($) | USD ($) | USD ($) | Trapeze Media Limited | Trapeze Media Limited | Trapeze Media Limited | Trapeze Media Limited | Trapeze Media Limited | Trapeze Media Limited | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | Aircraft Management Company | Chief Financial Officer Director | Board of Directors Chairman | Trapeze Media Limited | |
USD ($) | USD ($) | USD ($) | Union Advertising Canada LC | Union Advertising Canada LC | Trapeze Media Limited | Trapeze Media Limited | Trapeze Media Limited | Trapeze Media Limited | Trapeze Media Limited | Trapeze Media Limited | Short-term Debt, Type [Domain] | Annual Base Compensation | Annual Base Compensation | Special Bonus | Special Bonus | Special Bonus | Special Bonus | Short-term Debt [Member] | Short-term Debt [Member] | Scenario, Forecast | Use of Aircraft | Trapeze Media Limited | Trapeze Media Limited | USD ($) | ||||||
USD ($) | USD ($) | CAD | USD ($) | USD ($) | Union Advertising Canada LC | USD ($) | USD ($) | USD ($) | USD ($) | CAD | USD ($) | CAD | USD ($) | USD ($) | Annual Base Compensation | USD ($) | USD ($) | USD ($) | ||||||||||||
USD ($) | D | USD ($) | ||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||
Expenses from transactions with related party | $13,592 | $15,992 | $2,739 | $1,620 | $187 | |||||||||||||||||||||||||
Percentage of voting interests acquired | 100.00% | |||||||||||||||||||||||||||||
Investment Acquired, Number of Shares | 1,250,000 | 1,600,000 | 3,691,930 | 3,691,930 | 500,000 | 4,280,000 | 50,000 | 75,000 | ||||||||||||||||||||||
Investment Acquired, Purchase Price | 161 | 215 | 470 | 64 | 576 | 7 | 10 | |||||||||||||||||||||||
Investment Acquired, Purchase Price Per Share | 0.2 | |||||||||||||||||||||||||||||
Automatic term extension | 1 year | |||||||||||||||||||||||||||||
Minimum advance written notice | 60 days | |||||||||||||||||||||||||||||
Annual base compensation | 1,850 | 1,750 | 2,000 | |||||||||||||||||||||||||||
Proceeds from (repayments of) related party debt | 475 | 5,445 | ||||||||||||||||||||||||||||
Notes Payable, Related Parties | 0 | |||||||||||||||||||||||||||||
Performance based bonus | 10,000 | 9,649 | 10,000 | |||||||||||||||||||||||||||
Market price threshold, per share | $30 | |||||||||||||||||||||||||||||
Market price threshold, minimum number of days | 20 | 20 | ||||||||||||||||||||||||||||
Period after employment that bonus is payable | 3 years | 3 years | ||||||||||||||||||||||||||||
Percentage of ownership after transaction | 100.00% | |||||||||||||||||||||||||||||
Sale of Stock, Percentage of Ownership before Transaction | 18.00% | 54.00% | ||||||||||||||||||||||||||||
Consideration transferred, including equity interest in acquiree held prior to combination | 5,281 | |||||||||||||||||||||||||||||
Consideration transferred | 4,373 | |||||||||||||||||||||||||||||
Step acquisition gain on sale of ownership percentage | $908 |
Commitments_Contingencies_and_2
Commitments, Contingencies and Guarantees - Textual (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and Contingencies Disclosure [Abstract] | |||
Estimated payments for put option excluding termination | $19,722 | ||
Estimated issuance of share capital for purchase of ownership interest on exercise of put options | 103 | ||
Estimated payment for put options upon termination | 175,229 | ||
Estimated aggregate amount for put options | 194,951 | ||
Letters of credit outstanding, amount | 4,822 | ||
Investment commitments | 10,209 | ||
Operating leases, rent expense | 42,657 | 38,366 | 34,422 |
Operating leases, income statement, sublease revenue | 1,449 | 897 | 820 |
Future sublease income receivable | $10,741 |
Commitments_Contingencies_and_3
Commitments, Contingencies and Guarantees - Schedule of Future Minimum Rental Payments (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $41,871 |
2016 | 39,006 |
2017 | 33,740 |
2018 | 31,168 |
2019 | 26,472 |
2020 and thereafter | 62,644 |
Future minimum payments due, total | $234,901 |
Employee_Benefit_Plans_Schedul
Employee Benefit Plans - Schedule of Net Periodic Pension Costs (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Compensation and Retirement Disclosure [Abstract] | ||
Service cost | $0 | $0 |
Interest cost on benefit obligation | 1,788 | 1,752 |
Expected return on plan assets | -2,025 | -1,829 |
Curtailment and settlements | 0 | 105 |
Amortization of prior service cost | 0 | 0 |
Amortization of actuarial (gains) losses | 0 | 15 |
Net periodic benefit cost (benefit) | ($237) | $43 |
Employee_Benefit_Plans_Schedul1
Employee Benefit Plans - Schedule of Defined Benefit Plan Amounts in Other Comprehensive Income (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Compensation and Retirement Disclosure [Abstract] | ||
Curtailment/settlement | $0 | $105 |
Current year actuarial (gain) loss | 11,515 | -7,928 |
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Amortization of Actuarial Gain (Loss), Before Tax | 0 | 15 |
Current year prior service (credit) cost | 0 | 0 |
Amortization of prior service credit (cost) | 0 | 0 |
Amortization of transition asset (obligation) | 0 | 0 |
Total recognized in other comprehensive (income) loss | 11,515 | -8,048 |
Total recognized in net periodic benefit cost and other comprehensive (income) loss | $11,278 | ($8,005) |
Employee_Benefit_Plans_Schedul2
Employee Benefit Plans - Schedule of Benefit Obligations (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Change in benefit obligation: | ||
Benefit obligation, Beginning balance | $32,857 | $40,041 |
Service Cost | 0 | 0 |
Interest Cost | 1,788 | 1,752 |
Change in Mortality | 3,287 | 0 |
Plan amendments | 0 | 0 |
Curtailment/settlement | 0 | -1,567 |
Actuarial (gains) losses | 7,681 | -4,954 |
Benefits paid | -1,814 | -2,415 |
Benefit obligation, Ending balance | 43,799 | 32,857 |
Change in plan assets: | ||
Fair value of plan assets, Beginning balance | 26,868 | 24,769 |
Actual return on plan assets | 1,478 | 3,236 |
Employer contributions | 1,828 | 1,278 |
Benefits paid | -1,814 | -2,415 |
Fair value of plan assets, Ending balance | 28,360 | 26,868 |
Unfunded status | $15,439 | $5,989 |
Employee_Benefit_Plans_Schedul3
Employee Benefit Plans - Schedule of Amounts Recognized in Balance Sheet (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Amounts recognized in the balance sheet consist of: | ||
Noncurrent liability | ($15,439) | ($5,989) |
Net amount recognized | $15,439 | $5,989 |
Employee_Benefit_Plans_Schedul4
Employee Benefit Plans - Schedule of Amounts Recognized in Other Comprehensive Income (Loss) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Compensation and Retirement Disclosure [Abstract] | ||
Accumulated net actuarial losses | $8,796 | ($1,607) |
Accumulated prior service cost | 0 | 0 |
Accumulated transition obligation | 0 | 0 |
Net amount recognized, net of tax | $8,796 | ($1,607) |
Employee_Benefit_Plans_Schedul5
Employee Benefit Plans - Schedule of Assumptions Used to Determine Benefit Obligation (Details) | Dec. 31, 2014 | Dec. 31, 2013 |
Compensation and Retirement Disclosure [Abstract] | ||
Discount rate | 4.38% | 5.26% |
Employee_Benefit_Plans_Schedul6
Employee Benefit Plans - Schedule of Assumptions Used to Determine Net Periodic Costs (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ||
Discount rate | 5.26% | 4.53% |
Expected return on plan assets | 7.40% | 7.40% |
Employee_Benefit_Plans_Schedul7
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $28,360 | $26,868 | $24,769 |
Corporate Bond Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 5,460 | 6,215 | |
Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 10,606 | 8,172 | |
Foreign Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 213 | 635 | |
Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 11,099 | 9,826 | |
Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 982 | 2,020 | |
Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 22,169 | 18,739 | |
Fair Value, Inputs, Level 1 | Corporate Bond Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 1 | Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 10,606 | 8,172 | |
Fair Value, Inputs, Level 1 | Foreign Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 213 | 635 | |
Fair Value, Inputs, Level 1 | Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 11,099 | 9,826 | |
Fair Value, Inputs, Level 1 | Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 251 | 106 | |
Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 6,191 | 8,129 | |
Fair Value, Inputs, Level 2 | Corporate Bond Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 5,460 | 6,215 | |
Fair Value, Inputs, Level 2 | Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Foreign Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 2 | Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 731 | 1,914 | |
Fair Value, Inputs, Level 3 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 3 | Corporate Bond Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 3 | Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 3 | Foreign Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 3 | Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 0 | 0 | |
Fair Value, Inputs, Level 3 | Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $0 | $0 |
Employee_Benefit_Plans_Schedul8
Employee Benefit Plans - Schedule of Allocation of Plan Assets (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 100.00% | |
Actual Allocation | 100.00% | 100.00% |
Cash and Cash Equivalents | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 0.00% | |
Defined Benefit Plan, Weighted-average Asset Allocation | 3.50% | 7.50% |
Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 60.00% | |
Defined Benefit Plan, Weighted-average Asset Allocation | 65.00% | 55.60% |
Debt Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 40.00% | |
Defined Benefit Plan, Weighted-average Asset Allocation | 31.50% | 36.90% |
Employee_Benefit_Plans_Schedul9
Employee Benefit Plans - Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) (Details) (Pension Plan, Defined Benefit, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Pension Plan, Defined Benefit | |
Defined Benefit Plan Disclosure [Line Items] | |
Prior service cost (credit) amortization | $0 |
Net loss amortization | 114 |
Total | $114 |
Recovered_Sheet1
Employee Benefit Plans - Schedule of Expected Benefit Payments (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Estimated Future Benefit Payments for FYE 12/31 | |
2015 | $1,092 |
2016 | 1,168 |
2017 | 1,317 |
2018 | 1,433 |
2019 | 1,521 |
2020 – 2024 | $9,500 |
Employee_Benefit_Plans_Textual
Employee Benefit Plans - Textual (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | |
Defined benefit plan, investment goals | The Companys overall investment strategy is to achieve a mix of approximately 50 percent of investments for long-term growth and 50 percent for near-term benefit payments with a wide diversification of asset types and fund strategies. |
Target Allocation | 100.00% |
Equity Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target Allocation | 50.00% |
Corporate Bonds And US Treasury Securities | |
Defined Benefit Plan Disclosure [Line Items] | |
Target Allocation | 50.00% |
Long-term Investments | |
Defined Benefit Plan Disclosure [Line Items] | |
Target Allocation | 50.00% |
Short-term Investments | |
Defined Benefit Plan Disclosure [Line Items] | |
Target Allocation | 50.00% |
Changes_in_Accumulated_Other_C2
Changes in Accumulated Other Comprehensive Income - Schedule of Changes in AOCI(L) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||
Defined benefit pension, balance January 1 | $1,607 | ($5,329) | |
Foreign currency translation, balance January 1 | -2,404 | -2,116 | |
Total, balance January 1 | -797 | -7,445 | |
Other comprehensive income (loss) before reclassifications, defined benefit plan | 0 | 0 | |
Total, other comprehensive income (loss) before reclassifications | 3,448 | -288 | |
Defined benefit pension, amounts reclassified from accumulated other comprehensive income (loss) | -10,403 | 6,936 | |
Foreign currency translation, amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Pension and other postretirement benefit plans, tax | 1,112 | -1,112 | |
Total, amounts reclassified from accumulated other comprehensive income (loss) | -10,403 | 6,936 | |
Defined benefit pension, other comprehensive income (loss) | -10,403 | 6,936 | -5,329 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | 3,448 | -288 | |
Total, other comprehensive income (loss) | -6,955 | 6,648 | |
Defined benefit pension, balance December 31 | -8,796 | 1,607 | -5,329 |
Foreign currency translation, balance December 31 | 1,044 | -2,404 | -2,116 |
Total, balance December 31 | ($7,752) | ($797) | ($7,445) |
Changes_in_Accumulated_Other_C3
Changes in Accumulated Other Comprehensive Income - Schedule of Defined Benefit Plans Disclosure (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Net of tax | $0 | |
Amortization of defined pension plan: | ||
Prior service cost | 0 | 0 |
Actuarial (gains) losses | 0 | 15 |
Net of tax | 10,403 | -6,936 |
Accumulated Defined Benefit Plans Adjustment [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Amortization of defined pension plan: | ||
Net periodic benefit cost (see Note 18) | 15 | |
Income tax expense | 6 | |
Net of tax | $9 |
Quarterly_Results_of_Operation2
Quarterly Results of Operations - Schedule of Results of Operations (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $339,911 | $309,391 | $299,356 | $274,854 | $289,229 | $267,461 | $262,793 | $242,995 | $1,223,512 | $1,062,478 | $972,973 |
Cost of services sold | 222,626 | 205,549 | 188,875 | 181,468 | 187,431 | 176,913 | 175,693 | 164,932 | 798,518 | 704,969 | 667,329 |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | -6,381 | -1,868 | 19,555 | -7,213 | -90,118 | -12,533 | 10,630 | -41,181 | 4,093 | -133,202 | -73,448 |
Net Loss attributable to MDC Partners Inc. | ($26,759) | ($4,922) | $16,470 | ($8,846) | ($94,321) | ($21,200) | $9,816 | ($43,158) | ($24,057) | ($148,863) | ($85,439) |
Basic | |||||||||||
Continuing operations (in dollars per share) | ($0.17) | ($0.07) | $0.36 | ($0.17) | ($1.95) | ($0.31) | $0.19 | ($0.90) | |||
Net income (loss) (in dollars per share) | ($0.54) | ($0.10) | $0.33 | ($0.18) | ($2) | ($0.45) | $0.20 | ($0.92) | |||
Diluted | |||||||||||
Continuing operations (in dollars per share) | ($0.58) | ($0.13) | $0.29 | ($0.21) | ($2.04) | ($0.49) | $0.16 | ($0.94) | |||
Net income (loss) (in dollars per share) | ($0.95) | ($0.16) | $0.26 | ($0.22) | ($2.09) | ($0.63) | $0.17 | ($0.96) |
Quarterly_Results_of_Operation3
Quarterly Results of Operations - Textual (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||
Foreign exchange loss | $8,066 | $18,482 | $5,516 | $1,138 | |
Allocated share-based compensation expense, total | 63,715 | 17,696 | 100,405 | 32,197 | |
Effect of adjustments to estimated gross profit | $1,751 | $30,514 |
VALUATION_AND_QUALIFYING_ACCOU1
VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $2,011 | $1,581 | $851 |
Charged to Costs and Expenses | 556 | 1,484 | 1,587 |
Removal of Uncollectable Receivables | -1,127 | -1,042 | -864 |
Translation Adjustments Increase (Decrease) | -31 | -12 | 7 |
Balance at the End of Period | 1,409 | 2,011 | 1,581 |
Valuation Allowance of Deferred Tax Assets [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 137,961 | 134,761 | 113,585 |
Charged to Costs and Expenses | -10,437 | 6,640 | 16,240 |
Other | -7,062 | -2,212 | 4,449 |
Translation Adjustments Increase (Decrease) | -1,345 | -1,228 | 487 |
Balance at the End of Period | $119,117 | $137,961 | $134,761 |