Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 26, 2016 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Trading Symbol | MDCA | ||
Entity Registrant Name | MDC PARTNERS INC | ||
Entity Central Index Key | 876,883 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 858.1 | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 49,994,459 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 3,755 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue: | |||
Services | $ 1,326,256,000 | $ 1,223,512,000 | $ 1,062,478,000 |
Operating Expenses: | |||
Cost of services sold | 879,716,000 | 798,518,000 | 704,969,000 |
Office and general expenses | 322,207,000 | 290,073,000 | 355,964,000 |
Depreciation and amortization | 52,223,000 | 47,172,000 | 36,139,000 |
Costs and Expenses, Total | 1,254,146,000 | 1,135,763,000 | 1,097,072,000 |
Operating income (loss) | 72,110,000 | 87,749,000 | (34,594,000) |
Other Income (Expenses): | |||
Other income, net | 7,238,000 | 689,000 | 2,531,000 |
Foreign exchange loss | (39,328,000) | (18,482,000) | (5,516,000) |
Interest expense and finance charges | (57,903,000) | (55,265,000) | (45,110,000) |
Loss on redemption of Notes | 0 | 0 | (55,588,000) |
Interest income | 467,000 | 418,000 | 427,000 |
Nonoperating Income (Expense), Total | (89,526,000) | (72,640,000) | (103,256,000) |
Income (loss) from continuing operations before income taxes and equity in earnings of non-consolidated affiliates | (17,416,000) | 15,109,000 | (137,850,000) |
Income tax expense (benefit) | 5,664,000 | 12,422,000 | (4,367,000) |
Income (loss) from continuing operations before equity in earnings of non-consolidated affiliates | (23,080,000) | 2,687,000 | (133,483,000) |
Equity in earnings of non-consolidated affiliates | 1,058,000 | 1,406,000 | 281,000 |
Income (loss) from continuing operations | (22,022,000) | 4,093,000 | (133,202,000) |
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (6,281,000) | (21,260,000) | (9,200,000) |
Net loss | (28,303,000) | (17,167,000) | (142,402,000) |
Net income attributable to the noncontrolling interests | (9,054,000) | (6,890,000) | (6,461,000) |
Net loss attributable to MDC Partners Inc. | $ (37,357,000) | $ (24,057,000) | $ (148,863,000) |
Basic and Diluted | |||
Loss from continuing operations attributable to MDC Partners Inc. common shareholders (in USD per share) | $ (0.62) | $ (0.06) | $ (2.96) |
Discontinued operations attributable to MDC Partners Inc. common shareholders (in USD per share) | (0.13) | (0.43) | (0.20) |
Net loss attributable to MDC Partners Inc. common shareholders (in USD per share) | $ (0.75) | $ (0.49) | $ (3.16) |
Weighted Average Number of Common Shares Outstanding: | |||
Basic and diluted (in shares) | 49,875,282 | 49,545,350 | 47,108,406 |
Stock-based compensation expense is included in the following line items above: | |||
Cost of services sold | $ 11,710,000 | $ 9,883,000 | $ 7,222,000 |
Office and general expenses | 6,086,000 | 7,813,000 | 93,183,000 |
Total | $ 17,796,000 | $ 17,696,000 | $ 100,405,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Comprehensive Income (Loss) | |||
Net loss | $ (28,303) | $ (17,167) | $ (142,402) |
Other comprehensive income (loss), net of applicable tax: | |||
Foreign currency translation adjustment | 9,564 | 1,736 | (299) |
Benefit plan adjustment, net of income tax benefit, of nil for 2015, $1,112 for 2014, and income tax expense of $1,112 for 2013 | (423) | (10,403) | 6,936 |
Other comprehensive income (loss) | 9,141 | (8,667) | 6,637 |
Comprehensive loss for the year | (19,162) | (25,834) | (135,765) |
Comprehensive income attributable to the noncontrolling interests | (4,186) | (5,178) | (6,450) |
Comprehensive loss attributable to MDC Partners Inc. | $ (23,348) | $ (31,012) | $ (142,215) |
CONSOLIDATED STATEMENTS OF COM4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Pension and other postretirement benefit plans, tax | $ 0 | $ (1,112) | $ 1,112 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 61,458 | $ 113,348 |
Cash held in trust | 5,122 | 6,419 |
Accounts receivable, less allowance for doubtful accounts of $1,306 and $1,409 | 361,044 | 355,295 |
Expenditures billable to clients | 44,012 | 40,202 |
Other current assets | 37,109 | 36,978 |
Total Current Assets | 508,745 | 552,242 |
Fixed assets, at cost, less accumulated depreciation of $96,554 and $95,083 | 63,557 | 60,240 |
Investment in non-consolidated affiliates | 6,263 | 6,110 |
Goodwill | 870,301 | 851,373 |
Other intangible assets, net | 72,382 | 86,121 |
Deferred tax asset | 15,367 | 18,758 |
Other assets | 53,635 | 74,046 |
Total Assets | 1,590,250 | 1,648,890 |
Current Liabilities: | ||
Accounts payable | 359,568 | 316,285 |
Trust Liability, Current | 5,122 | 6,419 |
Accruals and other liabilities | 297,964 | 264,854 |
Advance billings | 119,100 | 142,608 |
Current portion of long-term debt | 470 | 534 |
Current portion of deferred acquisition consideration | 130,400 | 90,804 |
Total Current Liabilities | 912,624 | 821,504 |
Long-term debt, less current portion | 741,038 | 742,593 |
Long-term portion of deferred acquisition consideration | 216,704 | 114,564 |
Other liabilities | 44,905 | 45,861 |
Deferred tax liabilities | 92,581 | 77,997 |
Total Liabilities | 2,007,852 | 1,802,519 |
Redeemable Noncontrolling Interest, Equity, Redemption Value | $ 69,471 | $ 194,951 |
Commitments, Contingencies and Guarantees (Note 16) | ||
Shareholders’ Deficit: | ||
Preferred shares, unlimited authorized, none issued | $ 0 | $ 0 |
Charges in excess of capital | (315,261) | (209,668) |
Accumulated deficit | (526,990) | (489,633) |
Accumulated other comprehensive income (loss) | 6,257 | (7,752) |
MDC Partners Inc. Shareholders’ Deficit | (566,152) | (441,235) |
Noncontrolling Interests | 79,079 | 92,655 |
Total Shareholders’ Deficit | (487,073) | (348,580) |
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Deficit | 1,590,250 | 1,648,890 |
Common Class A | ||
Shareholders’ Deficit: | ||
Common stock | 269,841 | 265,817 |
Common Class B | ||
Shareholders’ Deficit: | ||
Common stock | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 1,306 | $ 1,409 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 96,554 | $ 95,083 |
Preferred stock, shares issued | 0 | 0 |
Shares to be issued, shares | 0 | 0 |
Common Class A | ||
Common stock, shares issued | 49,986,705 | 49,680,109 |
Common stock, shares outstanding | 49,986,705 | 49,680,109 |
Common Stock, Par or Stated Value Per Share | $ 0 | $ 0 |
Common Class B | ||
Common stock, shares issued | 3,755 | 3,755 |
Common stock, shares outstanding | 3,755 | 3,755 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Cash flows from operating activities: | |||
Net loss | $ (28,303,000) | $ (17,167,000) | $ (142,402,000) |
Loss from discontinued operations | (6,281,000) | (21,260,000) | (9,200,000) |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (22,022,000) | 4,093,000 | (133,202,000) |
Share-based Compensation | 17,796,000 | 17,696,000 | 22,438,000 |
Adjustments to reconcile income (loss) from continuing operations to cash provided by operating activities: | |||
Depreciation | 18,871,000 | 16,462,000 | 16,742,000 |
Amortization of intangibles | 33,352,000 | 30,710,000 | 19,397,000 |
Amortization of deferred finance charges and debt discount | 2,270,000 | 2,247,000 | 7,762,000 |
Adjustment to deferred acquisition consideration | 38,887,000 | 18,652,000 | 36,143,000 |
Deferred income taxes | 1,824,000 | 10,963,000 | (5,427,000) |
Earnings of non-consolidated affiliates | (1,058,000) | (1,406,000) | (281,000) |
Distributions in excess of carrying value | 0 | 0 | (3,058,000) |
Other and non-current assets and liabilities | 4,680,000 | (7,805,000) | (9,405,000) |
Foreign exchange | 30,185,000 | 14,821,000 | 3,004,000 |
Changes in working capital: | |||
Accounts receivable | (4,796,000) | (35,800,000) | 16,086,000 |
Expenditures billable to clients | (3,879,000) | 23,351,000 | (4,404,000) |
Prepaid expenses and other current assets | 1,550,000 | (1,949,000) | (7,835,000) |
Accounts payable, accruals and other current liabilities | 76,521,000 | 51,120,000 | 30,017,000 |
Increase (Decrease) in Deferred Revenue | (23,508,000) | (13,805,000) | 17,632,000 |
Cash flows provided by continuing operating activities | 164,147,000 | 129,350,000 | 55,994,000 |
Discontinued operations | (1,342,000) | (1,827,000) | 3,305,000 |
Net cash provided by operating activities | 162,805,000 | 127,523,000 | 59,299,000 |
Gain (Loss) on Sale of Investments | (6,526,000) | 0 | 0 |
Cash flows used in investing activities: | |||
Capital expenditures | (23,575,000) | (26,416,000) | (16,809,000) |
Payments for (Proceeds from) Investments | 8,631,000 | 85,000 | 239,000 |
Acquisitions, net of cash acquired | (24,778,000) | (68,344,000) | (11,872,000) |
Distributions from non-consolidated affiliates | 0 | 3,409,000 | 3,761,000 |
Other investments | (7,272,000) | (6,312,000) | (2,692,000) |
Cash flows used in continuing investing activities | (46,994,000) | (97,578,000) | (27,373,000) |
Discontinued operations | 17,101,000 | (2,108,000) | (2,751,000) |
Net cash used in investing activities | (29,893,000) | (99,686,000) | (30,124,000) |
Cash flows (used in) provided by financing activities: | |||
Acquisition related payments | (134,056,000) | (78,322,000) | (119,572,000) |
Cash overdraft | (1,410,000) | 37,835,000 | 4,976,000 |
Distributions to noncontrolling interests | (9,503,000) | (6,523,000) | (5,525,000) |
Proceeds from exercise of options | 224,000 | 0 | 0 |
Payment of dividends | (42,313,000) | (37,698,000) | (22,047,000) |
Repayment of long-term debt | (534,000) | (656,000) | (743,000) |
Deferred financing costs | 0 | (3,659,000) | (20,815,000) |
Purchase of shares | (2,388,000) | (5,414,000) | (13,817,000) |
Other | 0 | 112,000 | 561,000 |
Cash flows (used in) provided by continuing financing activities | (189,980,000) | (15,388,000) | 11,758,000 |
Discontinued operations | (40,000) | (40,000) | (1,266,000) |
Net cash (used in) provided by financing activities | (190,020,000) | (15,428,000) | 10,492,000 |
Effect of exchange rate changes on cash and cash equivalents | 5,218,000 | (1,068,000) | 2,010,000 |
(Decrease) increase in cash and cash equivalents | (51,890,000) | 11,341,000 | 41,677,000 |
Cash and cash equivalents at beginning of year | 113,348,000 | 102,007,000 | 60,330,000 |
Cash and cash equivalents at end of year | 61,458,000 | 113,348,000 | 102,007,000 |
Supplemental disclosures: | |||
Cash income taxes paid | 1,887,000 | 431,000 | 919,000 |
Cash interest paid | 52,666,000 | 49,253,000 | 38,727,000 |
Change in cash held in trusts | (1,297,000) | 6,419,000 | 0 |
Non-cash transactions: | |||
Capital leases | 140,000 | 773,000 | 595,000 |
Notes Receivable in exchange for shares of subsidiary | 0 | 1,746,000 | 0 |
Dividends Payable | 912,000 | 1,347,000 | 1,793,000 |
6.75% Notes | |||
Cash flows (used in) provided by financing activities: | |||
Proceeds from issuance of notes | 0 | 78,937,000 | 664,125,000 |
11% Notes | |||
Adjustments to reconcile income (loss) from continuing operations to cash provided by operating activities: | |||
Loss on redemption of Notes | 0 | 0 | 50,385,000 |
Cash flows (used in) provided by financing activities: | |||
Repayment of 11% Notes | 0 | 0 | (425,000,000) |
Premium paid on redemption of Notes | 0 | 0 | (50,385,000) |
Wells Fargo Capital Finance, Llc [Member] | Revolving Credit Facility [Member] | |||
Cash flows (used in) provided by financing activities: | |||
Repayments of Lines of Credit | (703,020,000) | (378,985,000) | (49,450,000) |
Proceeds from Lines of Credit | $ 703,020,000 | $ 378,985,000 | $ 49,450,000 |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 02, 2014 | Dec. 31, 2013 | Nov. 15, 2013 | Mar. 20, 2013 |
6.75% Notes | ||||||
Stated interest rate | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% |
11% Notes | ||||||
Stated interest rate | 11.00% | 11.00% | 11.00% |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Common StockCommon Class A | Common StockCommon Class B | 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 |
Noncontrolling Interest, Increase from Business Combination | $ 11,090 | $ 11,090 | |||||||||||
Increase (Decrease) in Noncontrolling Interests from Business Acquisitions | (4,939) | $ 11,074 | $ 11,074 | (16,013) | |||||||||
Stockholders' equity, beginning 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, beginning 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 | ||||||||||
Temporary Equity, Accretion to Redemption Value | (35,689) | (35,689) | (35,689) | ||||||||||
Dividends paid and to be paid | 22,865 | 22,865 | 22,865 | ||||||||||
Other | (561) | (561) | (561) | ||||||||||
Transfer to charges in excess of capital | 53,439 | (53,439) | |||||||||||
Common stock outstanding, ending balance (in shares) at Dec. 31, 2013 | 49,092,427 | 3,755 | 42,000 | ||||||||||
Stockholders' equity, ending balance at Dec. 31, 2013 | (276,612) | $ 262,655 | $ 1 | $ 424 | 0 | (126,352) | (465,576) | (55) | (797) | (329,700) | 53,088 | ||
Noncontrolling Interest, Increase from Business Combination | 50,118 | 50,118 | |||||||||||
Increase (Decrease) in Noncontrolling Interests from Business Acquisitions | (17,831) | (8,992) | (8,992) | (8,839) | |||||||||
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 | ||||||||||
Temporary Equity, Accretion to Redemption Value | (38,850) | (38,850) | (38,850) | ||||||||||
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) | |||||||||||
Common stock outstanding, ending balance (in shares) at Dec. 31, 2014 | 49,680,109 | 3,755 | 49,680,109 | 3,755 | 0 | ||||||||
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 | ||
Increase (Decrease) in Noncontrolling Interests from Business Acquisitions | (51,488) | (42,780) | (42,780) | (8,708) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss attributable to MDC Partners | (37,357) | (37,357) | |||||||||||
Other comprehensive income (loss) | 9,141 | 14,009 | 14,009 | (4,868) | |||||||||
Issuance of restricted stock | $ 6,069 | (6,069) | |||||||||||
Issuance of restricted stock (in shares) | 365,873 | ||||||||||||
Shares acquired and cancelled | (2,388) | $ (2,388) | (2,388) | ||||||||||
Shares acquired and cancelled (in shares) | (96,777) | ||||||||||||
Stock issued during period, shares, options exercised | 37,500 | ||||||||||||
Options Exercised | 224 | $ 343 | (119) | 224 | |||||||||
Stock-based compensation | 8,437 | 8,437 | 8,437 | ||||||||||
Temporary Equity, Accretion to Redemption Value | 22,809 | (22,809) | (22,809) | ||||||||||
Dividends paid and to be paid | (42,253) | (42,253) | (42,253) | ||||||||||
Transfer to charges in excess of capital | 105,593 | (105,593) | |||||||||||
Common stock outstanding, ending balance (in shares) at Dec. 31, 2015 | 49,986,705 | 3,755 | 49,986,705 | 3,755 | 0 | ||||||||
Stockholders' equity, ending balance at Dec. 31, 2015 | $ (487,073) | $ 269,841 | $ 1 | $ 0 | $ 0 | $ (315,261) | $ (526,990) | $ 0 | $ 6,257 | $ (566,152) | $ 79,079 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation MDC Partners Inc. (the “Company” or “MDC”) 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 of the United States of America (“US GAAP”). During the fourth quarter of 2015, the Company changed its reportable segment to coincide with the new reporting structure. The reporting structure was modified to reflect the approach the Chief Operating Decision Maker (“CODM”) utilizes to make decisions about the Company. Prior year segment reporting has been recast to reflect the new reportable segment. 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 reportable segment — the Advertising and Communications Segment. The segment operates primarily in the US, Canada, Europe, Asia, and Latin America. See Note 14, “Segment Information,” for further descriptions. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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. and its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. Reclassifications. Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. Use of Estimates . The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, contingent deferred acquisition consideration, valuation allowances for receivables, deferred tax assets and the amounts of revenue and expenses reported during the period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from these estimates. Fair Value . The Company applies the fair value measurement guidance of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) Topic 820, Fair Value Measurements, for financial assets and liabilities that are required to be measured at fair value and for 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 market assumptions. The inputs create the following fair value hierarchy: • Level 1 - Quoted prices for identical instruments in active markets. • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. • Level 3 - Instruments where significant value drivers are unobservable to third parties. When available, the Company uses quoted market prices to determine the fair value of its financial instruments and classifies such items in Level 1. In some cases, quoted market prices are used for similar instruments in active markets and the Company classifies such items in Level 2. Concentration of Credit Risk . The Company provides marketing communications services to clients who operate in most industry sectors. Credit is granted to qualified clients in the ordinary course of business. Due to the diversified nature of the Company’s client base, the Company does not believe that it is exposed to a concentration of credit risk. No client accounted for more than 10% of the Company’s consolidated accounts receivable as of December 31, 2015 and 2014 . No clients accounted for 10% of the Company's revenue in each of the years ended December 31, 2015 , 2014 , and 2013 . Cash and Cash Equivalents . The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits, commercial paper and money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts. Cash in Trust. A subsidiary of the Company holds restricted cash in trust accounts related to funds received on behalf of clients. Such amounts are held in escrow under depositary service agreements and distributed at the direction of the clients. The funds are presented as a corresponding liability on the balance sheet. Allowance for Doubtful Accounts . Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent estimated uncollectible receivables associated with potential customer defaults usually due to customers’ potential insolvency. The allowances include amounts for certain customers where a risk of default has been specifically identified. The assessment of the likelihood of customer defaults is based on various factors, including the length of time the receivables are past due, historical experience and existing economic conditions. Expenditures Billable to Clients . Expenditures billable to clients consist principally of outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of the production process. Fixed Assets . Fixed assets are stated at cost, net of accumulated depreciation. Computers, furniture and fixtures are depreciated on a straight-line basis over periods of three to seven years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred. Impairment of Long-lived Assets . In accordance with the FASB ASC, 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 such 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, (i) over the operating and financial policies of the affiliate or (ii) has an ownership interest greater than 50% ; however, the substantive participating rights of the noncontrolling interest shareholders preclude the Company from exercising unilateral control over the operating and financial policies of the affiliate. The Company’s investments accounted for using the equity method include 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 non-consolidated affiliates. During the year ended December 31, 2015, the Company sold its ownership in one of these equity method investments for $2,094 and recognized a gain of $1,086 in Other income. 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, 2015 and 2014 was $11,763 and $10,196 , respectively. These investments are periodically evaluated to determine whether a significant event or change in circumstances has occurred that may impact the fair value of each investment other than temporary declines below book value. A variety of factors are considered when determining if a decline is other than temporary, including, among others, the financial condition and prospects of the investee, as well as the Company’s investment intent. During the year ended December 31, 2015, the Company sold its ownership in six of these cost method investments for an aggregate purchase price of $11,364 and recognized a gain of $5,440 in Other income. 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 ASC 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 as of October 1st of each year, or more frequently if indicators of potential impairment exist. For goodwill, impairment is assessed at the reporting unit level. Each Partner Firm is a component business of the Advertising and Communications Segment. Partner Firms that share similar economic characteristics are aggregated into single reporting units. The Partner Firms within each of the reporting units provide similar services and serve similar clients across various industries, and in many cases the same clients. The main economic components of each Partner Firm are employee compensation and related costs, direct service costs, and office and general costs. The Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing the two-step goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to each reporting unit such as change in management or key personnel. If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the two-step goodwill impairment test is not necessary. For reporting units for which the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount and for reporting units for which the qualitative assessment is not performed, the Company will perform the first step of the goodwill impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired and additional analysis is not required. However, if the carrying amount of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the goodwill impairment test must be performed to determine the implied fair value of the reporting unit's goodwill. If the Company determines during the second step that the carrying amount of a reporting unit's goodwill exceeds its implied fair value, an impairment loss equal to the difference is recorded. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The Company's goodwill impairment test uses the income approach to estimate a reporting unit's fair value. The income approach is based on a discounted cash flow (“DCF”) method. The DCF method requires the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed terminal value and appropriate discount rates. The DCF estimates incorporate expected cash flows that represent a spectrum of the amount and timing of possible cash flows of each reporting unit from a market participant perspective. The expected cash flows are developed as part of the Company's routine long-range planning process using projections of revenue and expenses and related cash flows based on assumed long-term growth rates and demand trends and appropriate discount rates based on a reporting units weighted average cost of capital (“WACC”) as determined by considering the observable weighted average cost of capital of comparable companies and factors specific to the reporting unit (for example, size). The terminal value is estimated using a constant growth method which requires an assumption about the expected long-term growth rate. The estimates are based on historical data and experience, industry projections, economic conditions, and the Company's expectations. The Company's 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 of the reporting units. The reporting unit goodwill balances vary by reporting unit primarily because it relates specifically to the Partner Firm's goodwill which was determined at the date of acquisition. For the 2014 annual impairment assessment the Company had ten reporting units. Three were subject to the qualitative assessment and seven were subject to the two-step test. The Company concluded that there were no goodwill impairments. During the fourth quarter of 2015, the Company implemented organization changes that resulted in changes to the reporting units. For the 2015 annual impairment assessment, the Company had 13 reporting units. All of the reporting units were subject to the two-step test. As a result of the changes in the reporting units, the Company performed the 2015 goodwill impairment testing on both the previous and new reporting unit structure. The Company concludes that there were no goodwill impairments under both the old and new reporting unit structures. For the 2015 goodwill impairment testing, the Company used several assumptions. The Company assumed a 3% long-term growth rate and used the Gordon Growth model to calculate the terminal value. In addition, the range of assumptions for the WACC were 8.92% to 11.95% . The fair value of all reporting units were in excess of the carrying amount and as a result there was no impairment of goodwill. The range of the excess of the fair value over the carrying amount was from 7% to over 100% , where the fair value of nine of the reporting units were significantly in excess of the carrying amounts. The Company performed a sensitivity analysis which included an increased WACC of 100 basis points. Based on the results of that analysis, one reporting unit, which is comprised of the marketing experiential businesses, would be at risk of failing. The Company believes the estimates and assumptions used in the calculations are reasonable. However, if there was an adverse change in the facts and circumstances, then an impairment charge may be necessary in the future. The Company will monitor its reporting units to determine if there is an indicator of potential impairment. Should the fair value of any of the Company's reporting units fall below its carrying amount because of reduced operating performance, market declines, changes in the discount rate, or other conditions, charges for impairment may be necessary. Definite Lived Intangible Assets . In accordance with the FASB ASC, 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. Business Combinations. Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company's acquisition model typically provides for an initial payment at closing and for future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For the years ended December 31, 2015 , 2014 and 2013 , $36,344 , $16,467 and $35,914 , respectively, related to changes in estimated value was recorded as operating expenses. For further information, see Note 14 and Note 13. For the year ended December 31, 2015 , 2014 , and 2013 , $2,912 , $6,133 and $2,066 , respectively, of acquisition related costs were charged to operations. For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. Like most service businesses, a substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions. Redeemable Noncontrolling Interests . Many of the Company’s acquisitions include contractual arrangements where the noncontrolling shareholders have an option to purchase, or may require the Company to purchase, such noncontrolling shareholders' incremental ownership interests under certain circumstances and the Company has similar call options under the same contractual terms. The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas as described in Note 16. In the event that an incremental purchase may be required of the Company, the amounts are recorded as Redeemable Noncontrolling Interests in mezzanine equity on the balance sheet at their acquisition date fair value and adjusted for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. These adjustments will not impact the calculation of earnings (loss) per share. If the estimated redemption value is in excess of the fair value of the noncontrolling interests, the Company records a charge to income attributable to noncontrolling interests. For the three years ended December 31, 2015, 2014, and 2013, there were no charges to income attributable to noncontrolling interests. Changes in the estimated redemption amounts of the redeemable noncontrolling interests are adjusted at each reporting period with a corresponding adjustment to equity. These adjustments will not impact the calculation of earnings (loss) per share. The following table presents changes in Redeemable Noncontrolling Interests. Years Ended December 31, 2015 2014 2013 Beginning Balance as of January 1, $ 194,951 $ 148,534 $ 117,953 Redemptions (155,042 ) (4,820 ) (4,270 ) Granted (1) 7,703 13,327 — Changes in redemption value 22,809 38,850 35,689 Currency translation adjustments (950 ) (940 ) (838 ) Ending Balance as of December 31, $ 69,471 $ 194,951 $ 148,534 (1) Grants in 2015 consisted of transfers from noncontrolling interests related to step-up transactions and new acquisitions. Subsidiary and Equity Investment Stock Transactions. Transactions involving the purchase, sale or issuance of stock of a subsidiary where control is maintained are recorded as a reduction in the redeemable noncontrolling interests or noncontrolling interests, as applicable. Any difference between the purchase price and noncontolling interest is recorded to additional paid-in capital. In circumstances where the purchase of shares of an equity investment results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in results of operations. Variable Interest Entity . Effective March 28, 2012, the Company invested in Doner Partners LLC (“Doner”). The Company acquired a 30% voting interest and convertible preferred interests that allow the Company to increase ordinary voting ownership to 70% at the Company’s option. The Company has determined that (i) this entity is a variable interest entity and (ii) the Company is the primary beneficiary because it receives a disproportionate share of profits and losses as compared to its ownership percentage. As such, Doner is consolidated for all periods subsequent to the date of investment. The Company’s Credit Agreement (see Note 11) is guaranteed and secured by all of Doner’s assets. Total assets and total liabilities of Doner included in the Company’s consolidated balance sheet at December 31, 2015 and 2014 , were $122,558 and $86,047 , and $223,305 and $192,340 , respectively. Guarantees . Guarantees issued or modified by the Company to third parties after January 1, 2003 are generally recognized, at the inception or modification of the guarantee, as a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The initial measurement of that liability is the fair value of the guarantee. The recognition of 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 established in accordance with the Revenue Recognition topics of the FASB ASC, and accordingly, revenue is recognized when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the selling price is fixed or determinable; (iii) services have been performed or upon delivery of the products when ownership and risk of loss has transferred to the client; and (iv) collection of the resulting receivable is reasonably assured. The Company follows the Multiple-Element Arrangement topic of the FASB ASC, which addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities and how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. The Company follows the Principal Agent Consideration topic of the FASB ASC which addresses (i) whether revenue should be recorded at the gross amount billed because it has earned revenue from the sale of goods or services, or recorded at the net amount retained because it has earned a fee or commission, and (ii) that reimbursements received for out-of-pocket expenses incurred should be characterized in the income statement as revenue. Accordingly, the Company has included such reimbursed expenses in revenue. The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses. Non-refundable retainer fees are generally recognized on a straight-line basis over the term of the specific customer arrangement. Commission revenue is earned and recognized upon the placement of advertisements in various media when the Company has no further performance obligations. Fixed fees for services are recognized upon completion of the earnings process and acceptance by the client. Per diem fees are recognized upon the performance of the Company’s services. In addition, for a limited number of certain service transactions, which require delivery of a number of service acts, the Company uses the proportional performance model, which generally results in revenue being recognized based on the straight-line method. Fees billed to clients in excess of fees recognized as revenue are classified as Advanced Billings on the Company's balance sheet. A small portion of the Company’s contractual arrangements with customers includes performance incentive provisions, which allow the Company to earn additional revenue as a result of its performance relative to both quantitative and qualitative goals. The Company recognizes the incentive portion of revenue under these arrangements when specific quantitative goals are assured, or when the Company’s clients determine performance against qualitative goals has been achieved. In all circumstances, revenue is only recognized when collection is reasonably assured. The Company records revenue net of sales and other taxes due to be collected and remitted to governmental authorities. Cost of Services Sold . Cost of services sold do not include depreciation charges for fixed assets. Interest Expense . Interest expense primarily consists of the cost of borrowing on the Company's 6.75% Senior Notes due 2020 (the “6.75% Notes”) and the Company's $325 million senior secured revolving credit agreement due 2019 (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 straight-line method to amortize the deferred financing costs on the Credit Agreement. For the years ended December 31, 2015, 2014, and 2013, interest expense included $2,543 , $2,186 , and $232 , respectively, relating to present value adjustments for fixed deferred acquisition consideration payments. 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. Stock-Based Compensation . Under the fair value method, compensation cost is measured at fair value at the date of grant and is expensed over the service period, in this case the award’s vesting period. When awards are exercised, share capital is credited by the sum of the consideration paid together with the related portion previously credited to additional paid-in capital when compensation costs were charged against income or acquisition consideration. The Company uses its historical volatility derived over the expected term of the award to determine the volatility factor used in determining the fair value of the award. Stock-based awards that are settled in cash, or may be settled in cash at the option of employees, are recorded as liabilities. The measurement of the liability and compensation cost for these awards is based on the fair value of the award, and is recorded in operating income over the service period, in this case the awards vesting period. Changes in the Company’s payment obligation prior to the settlement date of a stock-based award are recorded as compensation cost in operating income in the period of the change. The final payment amount for such awards is established on the date of the exercise of the award by the employee. Stock-based awards that are settled in cash or equity at the option of the Company are recorded at fair value on the date of grant and recorded as additional paid-in capital. The fair value measurement of the compensation cost for these awards is based on using the Black-Scholes option pricing-model and is recorded in operating income over the service period, in this case the award's vesting period. For the years ended December 31, 2015, 2014, and 2013, 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 2.9 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 to deliver new shares to the exercising party. The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. 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 2015, 2014, and 2013 was $1,741 , $3,026 , and $2,699 , respectively. The Company treats benefits paid by shareholders or equity members to employees as a stock-based compensation charge with a corresponding credit to additional paid-in capital. From time to time, certain acquisitions and step-up transactions include an element of compensation related payments. The Company accounts for those payments as stock-based compensation. Pension Costs . Several of the Company’s US 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 $6,731 , $7,503 and $6,145 for the years ended December 31, 2015 , 2014 , and 2013 , respectively. The Company also has a defined benefit plan. See Note 18. Income (loss) per Common Share . Basic income (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 income (loss) per share is based on the above, plus, if dilutive, common share e |
Loss per Common Share
Loss per Common Share | 12 Months Ended |
Dec. 31, 2015 | |
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: 2015 2014 2013 Numerator Numerator for diluted loss per common share – income (loss) from continuing operations $ (22,022 ) $ 4,093 $ (133,202 ) Net income attributable to the noncontrolling interests (9,054 ) (6,890 ) (6,461 ) Loss attributable to MDC Partners Inc. common shareholders from continuing operations (31,076 ) (2,797 ) (139,663 ) Effect of dilutive securities — — — Numerator for diluted loss per common share – loss attributable to MDC Partners Inc. common shareholders from continuing operations $ (31,076 ) $ (2,797 ) $ (139,663 ) Denominator Denominator for basic loss per common share – weighted average common shares 49,875,282 49,545,350 47,108,406 Effect of dilutive securities: Dilutive potential common shares — — — Denominator for diluted loss per common share – adjusted weighted shares and assumed conversions 49,875,282 49,545,350 47,108,406 Basic and Diluted loss per common share from continuing operations $ (0.62 ) $ (0.06 ) $ (2.96 ) At December 31, 2015 , 2014 , and 2013 , warrants, options and other rights to purchase 947,465 , 1,114,681 and 1,488,958 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, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Valuations of acquired companies are based on a number of factors, including specialized know-how, reputation, competitive position and service offerings. The Company's acquisition strategy has been focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of its various strategic business platforms to better serve the Company's clients. The Company’s strategy includes acquiring ownership stakes in well-managed businesses with strong reputations in the industry. The Company’s model of “Perpetual Partnership” often involves acquiring a majority interest rather than a 100% interest and leaving management owners with a significant financial interest in the performance of the acquired entity for a minimum period of time, typically not less than five years. The Company’s acquisition model in this scenario typically provides for (i) an initial payment at the time of closing, (ii) additional contingent purchase price obligations based on the future performance of the acquired entity, and (iii) an option by the Company to purchase (and in some instances a requirement to so purchase) the remaining interest of the acquired entity under a predetermined formula. Contingent purchase price obligations. The Company's contingent purchase price obligations are generally payable within a five year period following the acquisition date, and are based on (i) the achievement of specific thresholds of future earnings, and (ii) in certain cases, the growth rate of those earnings. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and adjusted at each reporting period through operating income or net interest expense, depending on the nature of the arrangement. See Note 13 for additional information on deferred acquisition consideration. Options to purchase . When acquiring less than 100% ownership, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase the incremental ownership is within the Company's control, the amounts are recorded as noncontrolling interests in the equity section of the Company's balance sheet. Where the incremental purchase may be required of the Company, the amounts are recorded as redeemable noncontrolling interests in mezzanine equity at their acquisition date estimated redemption value and adjusted at each reporting period for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. On occasion, the Company may initiate a renegotiation to acquire an incremental ownership interest and the amount of consideration paid may differ materially from the balance sheet amounts. See Note 16 for additional information on redeemable noncontrolling interests. Employment conditions. From time to time, specifically when the projected success of an acquisition is deemed to be dependent on retention of specific personnel, such acquisition may include deferred payments that are contingent upon employment terms as well as financial performance. The Company accounts for those payments through operating income as stock-based compensation over the required retention period. For the years ended December 31, 2015, 2014 and 2013, stock-based compensation included $9,357 , $7,802 , and $6,240 , respectively, of expense relating to those payments. Distributions to minority shareholders. If minority shareholders have the right to receive distributions based on the profitability of an acquired entity, the amount is recorded as income attributable to noncontrolling interests. However, there are circumstances when the Company acquires a majority interest and the selling shareholders waive their right to receive distributions with respect to their retained interest for a period of time, typically not less than five years. Under this model, the right to receive such distributions typically begins concurrently with the purchase option period and, therefore, if such option is exercised at the first available date the Company may not record any minority interest over the entire period from the initial acquisition date through the acquisition date of the remaining interests. Pro forma financial information has not been presented for 2015 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, 2015 was revenue of $13,703 , and net loss of $10,922 , related to 2015 acquisitions. 2015 Acquisitions Effective May 1, 2015, the Company acquired a majority of the equity interests of Y Media Labs LLC, such that following the transaction, the Company's effective ownership was 60% . Effective October 31, 2015, the Company acquired substantially 100% of the assets of Unique Influence, LLC (and certain other affiliated entities). The aggregate purchase price of these acquisitions has an estimated present value at acquisition date of $55,279 and consisted of total closing cash payments of $23,000 and additional deferred acquisition payments that will be based on the future financial results of the underlying businesses from 2015 to 2020 with final payments due in 2022 . These additional deferred payments have an estimated present value at acquisition date of $32,279 . An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $16,721 , consisting primarily of customer lists, trade names and covenants not to compete, and goodwill of $43,654 , including the value of the assembled workforce. The identified assets have a weighted average useful life of approximately 6.3 years and will be amortized 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 $1,999 as the present value of redeemable noncontrolling interests. The Company expects intangibles and goodwill of $9,720 to be tax deductible. The actual adjustments that the Company will ultimately make in finalizing the allocation of purchase price to fair value of the net assets acquired will depend on a number of factors. In 2015, the Company acquired incremental ownership interests of Sloane & Company LLC, Anomaly Partners LLC, Allison & Partners LLC, Relevent Partners LLC, Kenna Communications LP and 72andSunny Partners LLC. In addition, the Company also entered into various non-material transactions in connection with other majority owned entities. The aggregate purchase price for these 2015 acquisitions of incremental ownership interests had an estimated present value at transaction date of $200,822 and consisted of total closing cash payments of $37,467 and additional deferred acquisition payments that are both fixed and based on the future financial results of the underlying businesses from 2015 to 2021 with final payments due in 2022. These additional deferred payments had an estimated present value at acquisition date of $163,355 . The Company reduced redeemable noncontrolling interests by $149,335 and noncontrolling interests by $8,708 . The difference between the purchase price and the noncontrolling interests of $42,780 was recorded in additional paid-in capital. 2014 Acquisitions During 2014, the Company entered into several acquisitions and various non-material transactions with certain majority owned entities. Effective January 1, 2014, the Company acquired 60% of the equity interests of Luntz Global Partners LLC. Effective February 14, 2014, the Company acquired 65% of the equity interests of Kingsdale Partners LP. On June 3, 2014, the Company acquired a 100% equity interest in The House Worldwide Ltd. 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, the Company acquired 65% of the equity interests of Hunter PR LLC. Effective August 18, 2014, the Company acquired a 75% interest in Albion Brand Communication Limited. In addition, in June 2014 and August 2014, the Company (through a subsidiary) entered into other non-material acquisitions. The aggregate purchase price of these acquisitions had 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 had 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 $64,733 , consisting primarily of customer lists, a technology asset and covenants not to compete, and goodwill of $146,806 , 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. The Company expects intangibles and goodwill of $149,232 to be tax deductible. In addition the Company recorded other income of $908 representing a gain on the previously held 18% interest in Trapeze. 2013 Acquisitions During the fourth quarter of 2013, the Company acquired a 70% interest in Local Biz Now LLC, which allows the Company to participate in the online local search market. During the year, the Company also entered into various immaterial transactions with certain majority owned entities. The aggregate purchase price had 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 Company expects intangibles and goodwill of $43,747 to be tax deductible. 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 Interests Year Ended December 31, 2015 2014 2013 Net loss attributable to MDC Partners Inc. $ (37,357 ) $ (24,057 ) $ (148,863 ) Transfers (to) from the noncontrolling interests Increase (decrease) in MDC Partners Inc. paid-in capital for purchase of equity interests in excess of noncontrolling interests and redeemable noncontrolling interests (42,780 ) (8,992 ) 11,074 Net transfers (to) from noncontrolling interests $ (42,780 ) $ (8,992 ) $ 11,074 Change from net loss attributable to MDC Partners Inc. and transfers (to) from noncontrolling interests $ (80,137 ) $ (33,049 ) $ (137,789 ) |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets The following is a summary of the Company’s fixed assets as of December 31: 2015 2014 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computers, furniture and fixtures $ 87,213 $ (62,901 ) $ 24,312 $ 91,272 $ (65,451 ) $ 25,821 Leasehold improvements 72,898 (33,653 ) 39,245 64,051 (29,632 ) 34,419 $ 160,111 $ (96,554 ) $ 63,557 $ 155,323 $ (95,083 ) $ 60,240 At December 31, 2015 and 2014, included in fixed assets are assets under capital lease obligations with a cost of $1,959 and $2,072 , respectively, and accumulated depreciation of $1,378 and $1,091 , respectively. Depreciation expense for the years ended December 31, 2015 , 2014 , and 2013 was $18,871 , $16,462 and $16,742 , respectively. |
Accrued and Other Liabilities
Accrued and Other Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued and Other Liabilities | Accrued and Other Liabilities At December 31, 2015 and 2014 , accrued and other liabilities included accrued media of $187,540 and $168,508 , respectively; trust liabilities of $5,122 and $6,419 , respectively; and amounts due to noncontrolling interest holders for their share of profits, which will be distributed within the next twelve months, of $5,473 and $6,014 , 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, 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 Income attributable to noncontrolling interests 9,054 Distributions made (9,503 ) Other (1) (92 ) Balance at December 31, 2015 $ 5,473 (1) Other consists primarily of step-up transactions, discontinued operations and cumulative translation adjustments. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
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 agreement is a variable rate debt, the carrying value of which approximates fair value. The Company’s notes are a fixed rate debt instrument, the carrying value 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, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets As of December 31, the gross and net amounts of acquired intangible assets were as follows: Goodwill Advertising and Communications Balance at December 31, 2013 $ 744,333 Acquired goodwill 149,234 Discontinued operations (27,706 ) Acquisition purchase price adjustments (3,170 ) Foreign currency translation (11,318 ) Balance at December 31, 2014 $ 851,373 Acquired goodwill 43,654 Acquisition purchase price adjustments (2,428 ) Foreign currency translation (22,298 ) Balance at December 31, 2015 $ 870,301 For the Year Ended December 31, Intangible Assets 2015 2014 Trademarks (indefinite life) $ 17,780 $ 17,780 Customer relationships – gross $ 135,919 $ 133,409 Less accumulated amortization (97,604 ) (83,475 ) Customer relationships – net $ 38,315 $ 49,934 Other intangibles – gross $ 33,638 $ 31,408 Less accumulated amortization (17,351 ) (13,001 ) Other intangibles – net $ 16,287 $ 18,407 Total intangible assets $ 187,337 $ 182,597 Less accumulated amortization (114,955 ) (96,476 ) Total intangible assets – net $ 72,382 $ 86,121 See Note 4 for accounting for business combinations. The total accumulated goodwill impairment charges are $46,883 through December 31, 2015 . No impairment was recognized for the year ended December 31, 2015. For the year ended December 31, 2014, the Company wrote off goodwill of $15,564 related to the sale of Accent Marketing Services, L.L.C. (“Accent”). (See Note 10.) The weighted average amortization periods for customer relationships are five years and other intangible assets are seven years. In total, the weighted average amortization period is six years. Amortization expense related to amortizable intangible assets for the years ended December 31, 2015 , 2014 , and 2013 was $30,024 , $29,749 , and $18,456 , respectively. The estimated amortization expense for the five succeeding years is as follows: Year Amortization 2016 $ 18,532 2017 $ 12,363 2018 $ 9,530 2019 $ 6,796 2020 $ 2,791 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the Company’s income (loss) from continuing operations before income taxes and equity in earnings of non-consolidated affiliates by taxing jurisdiction for the years ended December 31, were: 2015 2014 2013 Income (Loss): US $ 23,180 $ 46,728 $ 21,661 Non-US (40,596 ) (31,619 ) (159,511 ) $ (17,416 ) $ 15,109 $ (137,850 ) The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31, were: 2015 2014 2013 Current tax provision US federal $ — $ — $ — US state and local 1,375 907 213 Non-US 2,465 552 847 3,840 1,459 1,060 Deferred tax provision (benefit): US federal 6,944 13,402 7,505 US state and local 3,195 1,971 1,027 Non-US (8,315 ) (4,410 ) (13,959 ) 1,824 10,963 (5,427 ) Income tax provision (benefit) $ 5,664 $ 12,422 $ (4,367 ) 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: 2015 2014 2013 Income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interest $ (17,416 ) $ 15,109 $ (137,850 ) Statutory income tax rate 26.5 % 26.5 % 26.5 % Tax expense (benefit) using statutory income tax rate (4,615 ) 4,004 (36,530 ) State and foreign taxes 3,524 1,459 1,060 Non-deductible stock-based compensation 3,354 1,982 24,357 Other non-deductible expense (2,102 ) 2,151 942 Change to valuation allowance on items affecting taxable income 5,468 2,003 6,952 Effect of the difference in federal and statutory rates 1,906 2,222 (15 ) Noncontrolling interests (2,399 ) (1,826 ) (1,712 ) Other, net 528 427 579 Income tax expense (benefit) $ 5,664 $ 12,422 $ (4,367 ) Effective income tax rate (32.5 )% 82.2 % (3.2 )% The 2015 effective income tax rate was significantly higher than the statutory rate due primarily to non-deductible stock-based compensation of $3,354 , and an increase in the valuation allowance of $5,468 and the effect of the difference in the US and foreign federal rates and the Canadian statutory rate of $1,906 . 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 US and foreign federal rates and the Canadian statutory rate of $2,222 . The 2013 effective income tax rate was significantly higher than the statutory rate due primarily to non-deductible stock-based compensation of $24,357 and an increase in the valuation allowance of $6,952 . Income taxes receivable were $615 and $235 at December 31, 2015 and 2014 , respectively, and were included in other current assets on the balance sheet. Income taxes payable were $7,019 and $5,368 at December 31, 2015 and 2014 , 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. The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, were as follows: 2015 2014 Deferred tax assets: Capital assets and other $ 43,031 $ 45,496 Net operating loss carry forwards 37,490 39,525 Interest deductions 17,347 17,456 Refinancing charge 144 5,176 Deferred acquisition consideration 16,197 5,204 Stock compensation 3,033 1,561 Pension plan 3,770 3,597 Unrealized foreign exchange 15,548 6,954 Capital loss carry forwards 10,630 14,834 Accounting reserves 6,700 5,135 Gross deferred tax asset 153,890 144,938 Less: valuation allowance (124,143 ) (119,117 ) Net deferred tax assets 29,747 25,821 Deferred tax liabilities: Deferred finance charges (323 ) (386 ) Capital assets and other (797 ) (396 ) Goodwill amortization (91,724 ) (77,603 ) Total deferred tax liabilities (92,844 ) (78,385 ) Net deferred tax asset (liability) $ (63,097 ) $ (52,564 ) Disclosed as: Deferred tax assets $ 29,747 $ 25,480 Deferred tax liabilities (92,844 ) (78,044 ) $ (63,097 ) $ (52,564 ) Included in accrued and other liabilities at December 31, 2015 and 2014 was a deferred tax liability of $263 and $47 , respectively. Included in other current assets at December 31, 2015 and 2014 was a deferred tax asset of $14,380 and $6,722 , respectively. The Company has US federal net operating loss carry forwards of $41,187 and non-US net operating loss carry forwards of $71,111 . These carry forwards expire in years 2016 through 2031 . The Company also has total indefinite loss carry forwards of $115,946 . These indefinite loss carry forwards consist of $35,723 relating to the US and $80,223 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 $182,738 . 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-US 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, 2015 , 2014 and 2013 was $5,468 , $2,003 and $6,952 , 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 years ended December 31, 2014 and 2013, respectively. There was no benefit or expense related to the defined pension plan recorded in 2015. 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, 2015 and 2014 , the Company recorded a liability for unrecognized tax benefits as well as applicable penalties and interest in the amount of $4,200 and $4,166 . As of December 31, 2015 and 2014 , accrued penalties and interest included in unrecognized tax benefits were approximately $595 and $1,093 . The Company identified an uncertainty relating to the future tax deductibility of certain intercompany 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, 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 Charges to income tax expense 960 Settlement of uncertainty (428 ) Balance at December 31, 2015 $ 3,605 The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months . The Company has completed US federal tax audits through 2010 and has completed a non-US tax audit through 2009. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations In the fourth quarter of 2014, the Company made the decision to strategically sell the net assets of Accent. Effective May 31, 2015, the Company completed the sale of Accent for an aggregate selling price of $17,102 , net of transaction expenses. In 2013, the Company discontinued two subsidiaries and an operating division. 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, 2015 2014 2013 Revenue $ 27,025 $ 70,041 $ 89,659 Operating loss (322 ) (4,704 ) (324 ) Other expense (752 ) (458 ) (522 ) Noncontrolling interest expense recovery — — (55 ) Loss on disposal (5,207 ) (16,098 ) (8,299 ) Net loss from discontinued operations $ (6,281 ) $ (21,260 ) $ (9,200 ) At December 31, 2015, the Company had no assets held for sale. At December 31, 2014, other current assets and other long-term assets included assets held for sale of $5,591 and $16,409 , respectively. For the year ended December 31, 2014, the loss on disposal included a goodwill write off of $15,564 . |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt At December 31, the Company’s indebtedness was comprised as follows: 2015 2014 Revolving credit agreement $ — $ — 6.75% Notes due 2020 735,000 735,000 Original issue premium 5,838 7,017 Note payable and other bank loans — — 740,838 742,017 Obligations under capital leases 670 1,110 741,508 743,127 Less: Current portion 470 534 $ 741,038 $ 742,593 Interest expense related to long-term debt for the years ended December 31, 2015 , 2014 , and 2013 was $53,090 , $50,832 and $92,704 , respectively. For the year ended December 31, 2013, interest expense included a $55,588 loss on redemption of the 11% Notes. For the years ended December 31, 2015 , 2014 , and 2013 , interest expense included income of $1,178 , $975 , $4,262 , related to the amortization of the original issue premium. For the years ended December 31, 2015 , 2014 , and 2013 , interest expense included $2,543 , $2,186 and $232 , respectively, of present value adjustments for fixed deferred acquisition payments. The amortization and write off of deferred finance costs included in interest expense were $3,448 , $3,222 and $12,024 for the years ended December 31, 2015 , 2014 , and 2013 , 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, 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 of 6.75% 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 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 its existing 11% Notes, together with accrued interest, related premiums, fees and expenses and recorded a charge for loss on redemption of such 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 the 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 “'33 Act”). 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 from the offering for general corporate purposes. On April 2, 2014, the Company issued an additional $75,000 aggregate principal amount of the 6.75% Notes. The additional 6.75% 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 6.75% Notes were sold in a private placement in reliance on exceptions from registration under the '33 Act. The Company received net proceeds before expenses of $77,452 , which included an original issue premium of $3,938 , and underwriter fees of $1,500 . The Company used the net proceeds from the offering for general corporate purposes, including the funding of deferred acquisition consideration, working capital, acquisitions and the repayment of the amount outstanding under its 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 (i) at a redemption price of 103.375% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2016 , (ii) at a redemption price of 101.688% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2017 (iii) 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 (i) incur or guarantee additional indebtedness, (ii) pay dividends on or redeem or repurchase the capital stock of MDC; make certain types of investments, (iii) create restrictions on the payment of dividends or other amounts from MDC’s restricted subsidiaries, (iv) sell assets, (v) enter into transactions with affiliates, (vi) create liens, (vii) enter into sale and leaseback transactions, and (viii) 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 are to be used for working capital and general corporate purposes, in each case pursuant to the terms of the Credit Agreement. Capitalized terms used in this section and not otherwise defined have the meanings set forth in the Credit Agreement. Effective October 23, 2014, MDC and its subsidiaries entered into an amendment to its Credit Agreement. The amendment: (i) expanded the commitments under the facility by $100 million , from $225 million to $325 million ; (ii) extended the date by an additional eighteen months to September 30, 2019 ; (iii) reduced the base borrowing interest rate by 25 basis points (the applicable margin for borrowing is 1.00% in the case of Base Rate Loans and 1.75% in the case of LIBOR Rate Loans) ; and (iv) modified certain covenants to provide the Company with increased flexibility to fund its continued growth and other general corporate purposes. 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 (i) incur or guarantee additional indebtedness, (ii) pay dividends on or redeem or repurchase the capital stock of MDC, (iii) make certain types of investments, (iv) dividend or distribute amounts from MDC’s subsidiaries, (v) incur certain liens, (vi) sell or otherwise dispose of certain assets, (vii) enter into transactions with affiliates, (viii) enter into sale and leaseback transactions, and (ix) 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, 2015 , there were no borrowings under the Credit Agreement. At December 31, 2015 , the Company had issued $5,033 of undrawn letters of credit. At December 31, 2015 and 2014 , accounts payable included $73,558 and $72,147 , respectively, of outstanding checks. Future Principal Repayments Future principal repayments, including capital lease obligations, for the years ended December 31, and in aggregate, are as follows: Period Amount 2016 $ 470 2017 175 2018 10 2019 8 2020 735,007 2021 and thereafter — $ 735,670 Capital Leases Future minimum capital lease payments for the years ended December 31 and in aggregate, are as follows: Period Amount 2016 $ 495 2017 182 2018 10 2019 8 2020 7 2021 and thereafter — 702 Less: imputed interest (32 ) 670 Less: current portion (470 ) $ 200 |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2015 | |
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 of subordinate voting shares, carrying one vote each, entitled to dividends equal to or greater than Class B shares, convertible at the option of the holder into one Class B share for each Class A share after the occurrence of certain events related to an offer to purchase all Class B shares. 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. In addition, the plan was amended to allow shares under this plan to be used to satisfy share obligations under the Stock Appreciation Rights Plan (the “SARS” Plan”). 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. In June 2013, the Company's shareholders approved an amendment to the SARS Plan to permit the Company to issue shares authorized uner the SARS Plan to satisfy the grant and vesting awards under the 2011 Stock Incentive Plan. As of December 31, 2015 , the Company granted 300,000 Director options (of which 150,000 were forfeited), which option grants were for a ten -year term and vest 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 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 ) 7.90 (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 Granted 80,000 21.76 191,155 20.42 Vested (68,067 ) 25.21 (297,794 ) 12.35 Forfeited — — (35,000 ) 21.69 Balance at December 31, 2015 97,963 $ 19.61 774,502 $ 18.71 The total fair value of restricted stock and restricted stock unit awards, which vested during the years ended December 31, 2015 , 2014 and 2013 was $5,394 , $7,659 and $43,227 , respectively. In connection with the vesting of these awards, the Company included in the taxable loss the amounts of $4,678 , $11,874 and $17,219 in 2015 , 2014 and 2013 , respectively. At December 31, 2015 , the weighted average remaining contractual life for performance based awards was 2.5 years and for time based awards was 1.3 years. At December 31, 2015 , the fair value of all restricted stock and restricted stock unit awards was $18,950 . The term of these awards is three years with vesting up to three years . At December 31, 2015 , the unrecognized compensation expense for these awards was $8,790 and will be recognized through 2017. At December 31, 2015 , there were 1,123,772 awards available to grant under all equity plans. 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 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 $ 5.70 112,500 $ 5.70 — Vested — — — Granted — — — Exercised 37,500 4.72 — Expired and cancelled — — — Balance at December 31, 2015 75,000 $ 5.28 75,000 $ 5.28 — At December 31, 2015 , the intrinsic value of vested options and the intrinsic value of all options was $1,233 . For options exercised during 2015 , 2014 and 2013 , the Company received cash proceeds of $224 , nil and nil , respectively. The Company did not receive any windfall tax benefits. The intrinsic value of options exercised during 2015 , 2014 and 2013 was $471 , nil and nil , respectively. At December 31, 2015 , the weighted average remaining contractual life of all outstanding options was 0.9 years and for all vested options was 0.9 years. At December 31, 2015 , the unrecognized compensation expense of all options was nil . Share options outstanding as of December 31, 2015 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 $4.72 – $5.83 75,000 0.92 $ 5.28 75,000 $ 5.28 0.92 (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 , and after 2006 have a term of up to ten years . 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 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 — $ — — $ — — Vested — — — Granted — — — Exercised — — — Expired and cancelled — — — Balance at December 31, 2015 — $ — — $ — — At December 31, 2015 , the aggregate amount of shares to be issued on vested SAR’s was nil . During 2015 , 2014 , and 2013 , the aggregate value of SAR’s exercised was nil , nil , and $80,323 , respectively. The Company received tax deductions of nil , nil , and $12,682 in 2015 , 2014 , and 2013 , 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, 2015 , 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 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 — $ — — $ — — Vested — — — Granted — — — Expired and cancelled — — — Balance at December 31, 2015 — $ — — $ — — The grant date fair value of these EVARs was $13,240 . At December 31, 2015 , there are no outstanding EVARs. The Company has reserved a total of 2,071,237 Class A shares in order to meet its obligations under various conversion rights, warrants and employee share related plans. At December 31, 2015 there were 1,123,772 shares available for future option and similar grants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Authoritative guidance for fair value establishes a framework for measuring fair value. A fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. In order to increase consistency and comparability in fair value measurements, the guidance establishes a hierarchy for observable and unobservable inputs used to measure fair value into three broad levels, which are described below: • Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. • Level 3 - Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. 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. Financial Liabilities Measured at Fair Value on a Recurring Basis The following tables present certain information for our financial assets that is measured at fair value on a recurring basis at December 31: Level 1 2015 Level 1 2014 Carrying Amount Fair Value Carrying Amount Fair Value Liabilities: Long-term debt $ 740,838 $ 765,319 $ 742,017 $ 751,538 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 for the years ended December 31: Fair Value Measurements Using 2015 2014 Beginning balance of contingent payments $ 172,227 $ 151,848 Payments (77,301 ) (61,441 ) Grants (1) 174,530 68,642 Redemption value adjustments (2) 41,636 20,816 Transfers (to) from fixed payments — (5,146 ) Foreign translation adjustment (4,358 ) (2,492 ) Ending balance of contingent payments $ 306,734 $ 172,227 (1) Grants are the initial estimated deferred acquisition payments of new acquisitions and step-up transactions 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 $40,370 and $33,141 for total deferred acquisition consideration of $347,104 and $205,368 , which reconciles to the consolidated balance sheets at December 31, 2015 and 2014 , 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 and are recorded on the balance sheet at the acquisition date fair value. The estimated liability is determined in accordance with various contractual valuation formulas that may be dependent on future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and, in some cases, the currency exchange rate as of the date of payment. Level 3 redemption value adjustments relate to the remeasurement and change in these various contractual valuation formulas as well as adjustments of present value. At December 31, 2015 and 2014 , the carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity. The Company does not disclose the fair value for equity method investments or investments held at cost as it is not practical to estimate fair value since there is no readily available market data. Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Measurements based on undiscounted cash flows are considered to be Level 3 inputs. During the fourth quarter of each year, the Company evaluates goodwill and indefinite-lived intangibles for impairment at the reporting unit level. For each acquisition, the Company performed a detailed review to identify intangible assets and a valuation is performed for all such identified assets. The Company used several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. The amounts allocated to assets acquired and liabilities assumed in the acquisitions were determined using Level 3 inputs. Fair value for property and equipment was based on other observable transactions for similar property and equipment. Accounts receivable represents the best estimate of balances that will ultimately be collected, which is based in part on allowance for doubtful accounts reserve criteria and an evaluation of the specific receivable balances. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company determines an operating segment if a component (1) engages in business activities from which it earns revenues and incurs expenses, and (2) has discrete financial information that is (3) regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance. During 2015, the Company had a change in the CODM as well as a change in how the CODM manages the business. As a result, in the fourth quarter of 2015, the Company reassessed its determination of operating segments. Decisions regarding allocations of resources are made and will be made based on the overall performance of the overall Partner Firm network. Therefore, the Company has determined that the Partner Firm network represents its operating segment. The Company also reassessed its previous allocation methodology and has conformed the allocations to align with how the CODM manages the business. The overall Partner Firm network consists of each of the Company's operating agencies. The Company now reports in one reportable Advertising and Communications Segment in addition to the Corporate Group described as follows: • The Advertising and Communications Segment consists of Partner Firms that deliver innovative, value-added marketing, activation, communications and strategic consulting services to their clients. MDC and its Partner Firms deliver a wide range of customized services, including (1) multi-channel media management and optimization, (2) interactive and mobile marketing, (3) direct marketing, (4) database and customer relationship management, (5) sales promotion, (6) corporate communications, (7) market research, (8) data analytics and insights, (9) corporate identity, design and branding services, (10) social media communications, (11) product and service innovation and (12) e-commerce management. • The Corporate Group consists of corporate office expenses incurred in connection with the strategic resources provided to the Advertising and Communications Segment, as well as certain other centrally managed expenses that are not fully allocated to the reportable segment. Office and general expenses include (1) salaries and related expenses for corporate office employees including employees dedicated to supporting the Partner Firms, (2) occupancy expense relating to properties occupied by all corporate office employees, (3) other office and general expenses including professional fees for the financial statement audits, and (4) certain other professional fees managed by the corporate office. Additional expenses managed by the corporate office that are directly related to the Partner Firms are allocated to the reportable segment. Prior year results have been recast to reflect the new reportable segment. The significant accounting policies are in the summary of significant accounting policies included in the notes to the consolidated financial statements. For the year ended December 31, 2015 Advertising and Communications Corporate Total Revenue $ 1,326,256 $ — $ 1,326,256 Cost of services sold 879,716 — 879,716 Office and general expenses 258,809 63,398 322,207 Depreciation and amortization 50,449 1,774 52,223 Operating profit (loss) 137,282 (65,172 ) 72,110 Other Income (Expense): Other income, net 7,238 Foreign exchange loss (39,328 ) Interest expense and finance charges, net (57,436 ) Loss from continuing operations before income taxes and equity in earnings of non-consolidated affiliates (17,416 ) Income tax expense 5,664 Loss from continuing operations before equity in earnings of non-consolidated affiliates (23,080 ) Equity in earnings of non-consolidated affiliates 1,058 Loss from continuing operations (22,022 ) Loss from discontinued operations attributable to MDC Partners Inc., net of taxes (6,281 ) Net loss (28,303 ) Net income attributable to noncontrolling interests (9,024 ) (30 ) (9,054 ) Net loss attributable to MDC Partners Inc. $ (37,357 ) Stock-based compensation $ 15,056 $ 2,740 $ 17,796 Capital expenditures from continuing operations $ 23,204 $ 371 $ 23,575 Goodwill and intangibles $ 942,683 $ — $ 942,683 Total assets $ 1,375,372 $ 214,878 $ 1,590,250 For the year ended December 31, 2014 Advertising and Communications Corporate Total Revenue $ 1,223,512 $ — $ 1,223,512 Cost of services sold 798,518 — 798,518 Office and general expenses 223,781 66,292 290,073 Depreciation and amortization 45,387 1,785 47,172 Operating profit (loss) 155,826 (68,077 ) 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 and equity in earnings of non-consolidated affiliates 15,109 Income tax expense 12,422 Income from continuing operations before equity in earnings of 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 (6,890 ) — (6,890 ) Net loss attributable to MDC Partners Inc. $ (24,057 ) Stock-based compensation $ 12,033 $ 5,663 $ 17,696 Capital expenditures from continuing operations $ 25,079 $ 1,337 $ 26,416 Goodwill and intangibles $ 937,494 $ — $ 937,494 Total assets $ 1,368,137 $ 280,753 $ 1,648,890 For the year ended December 31, 2013 Advertising and Communications Corporate Total Revenue $ 1,062,478 $ — $ 1,062,478 Cost of services sold 704,969 — 704,969 Office and general expenses 212,933 143,031 355,964 Depreciation and amortization 34,745 1,394 36,139 Operating profit (loss) 109,831 (144,425 ) (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 and equity in earnings of non-consolidated affiliates (137,850 ) Income tax benefit (4,367 ) Loss from continuing operations before equity in earnings of 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 (6,459 ) (2 ) (6,461 ) Net loss attributable to MDC Partners Inc. $ (148,863 ) Stock-based compensation $ 8,950 $ 91,455 $ 100,405 Capital expenditures from continuing operations $ 14,677 $ 2,132 $ 16,809 Goodwill and intangibles $ 800,595 $ — $ 800,595 Total assets $ 1,220,753 $ 204,474 $ 1,425,227 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 2015 $ 52,305 $ 6,817 $ 4,435 $ 63,557 2014 $ 48,884 $ 7,099 $ 4,257 $ 60,240 Goodwill and Intangible Assets 2015 $ 798,746 $ 122,821 $ 21,116 $ 942,683 2014 $ 759,035 $ 154,349 $ 24,110 $ 937,494 A summary of the Company’s revenue as at December 31 is set forth in the following table. United States Canada Other Total Revenue: 2015 $ 1,085,051 $ 129,039 $ 112,166 $ 1,326,256 2014 $ 993,474 $ 150,390 $ 79,648 $ 1,223,512 2013 $ 870,525 $ 135,630 $ 56,323 $ 1,062,478 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions (a) The Company incurred service fees and paid cash incentive awards totaling $8,825 , $13,592 and $15,992 in 2015 , 2014 and 2013 , respectively, relating to companies controlled by Miles Nadal, the former Chairman and Chief Executive Officer (“CEO”) of the Company. Mr. Nadal previously provided such services to the Company as its Chief Executive Officer pursuant to a Management Services Agreement (as amended and restated on May 6, 2013, the “Services Agreement”) among the Company, Mr. Nadal and with Nadal Management, Inc. In connection with Mr. Nadal’s resignation on July 20, 2015, the Company and Mr. Nadal terminated the Services Agreement and entered into a separation agreement (the “Separation Agreement”), dated as of July 20, 2015. Pursuant to the Separation Agreement, Mr. Nadal agreed, among other things, to: (i) repay to the Company $1,877 in connection with certain amounts paid to or for the benefit of Mr. Nadal and an affiliate; (ii) repay to the Company $10,582 in connection with amounts required to be repaid pursuant to cash bonus awards previously paid to Mr. Nadal, with such repayments to be made in five installments, with the last to be paid on December 31, 2017; and (iii) customary non-disparagement and confidentiality obligations, reaffirmation of restrictive covenants, and an intellectual property rights assignment. Mr. Nadal was not paid any compensation payments or severance under the Separation Agreement. (b) Pursuant to the amended Services Agreement (which has since been terminated, as described in footnote 15(a) above), the Company agreed to provide to its former CEO, Miles 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. During November 2013, this bonus was earned and paid to Mr. Nadal in the amount of C$10,000 (US $9,649 ). (c) Beginning in 2014 through June 30, 2015, MDC chartered for business purposes an airplane and helicopter (together, the “Aircraft”) owned by entities controlled by Mr. Nadal (the former CEO) and leased to an independent corporate aircraft management company. Entities controlled by Mr. Nadal paid for the purchases of the Aircraft and were 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 offset a portion of the costs. Payments by MDC for the business use of the Aircraft by Mr. Nadal were 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 the first and second quarter of 2015, MDC paid a total of $398 for the business use of the Aircraft. Promptly following Mr. Nadal's resignation on July 20, 2015, the Company prohibited the use of private aircraft travel by its directors and executive officers. (d) From May 2015 to December 31, 2015, Lori Senecal held the dual titles of President and Chief Executive Officer of the MDC Partner Network and Chief Executive Officer of Partner Firm Crispin Porter & Bogusky (“CPB”). As of January 1, 2016, Ms. Senecal assumed the exclusive role as Global Chief Executive Officer of CPB. Ms. Senecal's husband, William Grogan, has been employed by the Company since July 1, 2015 as President of Global Accounts. In 2015, Mr. Grogan's total compensation from the Company and its affiliate (kbs+), including salary, bonus, and other benefits, totaled approximately $943 . His compensation is commensurate with that of his peers. (e) Scott Kauffman is Chairman and Chief Executive Officer of the Company. His daughter, Sarah Kauffman, has been employed by Partner Firm kbs+ since July 2011, and currently acts as Director of Operations, Attention Partners. In 2015, her total compensation, including salary, bonus and other benefits, totaled approximately $125 . Her compensation is commensurate with that of her peers. (f) In 2015, Union Advertising Canada LP (“Union”), a Partner Firm, provided certain website development and related marketing services to each of Peerage Realty Partners (“Peerage”) and Peerage’s subsidiary, Baker Real Estate Incorporated (“Baker”). Miles Nadal, the Company’s former CEO, is the majority equity owner of Peerage and Baker. The amount of fees paid by each of Peerage and Baker in respect of these services in 2015 was $131 , which fees were customary for these types of services. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 12 Months Ended |
Dec. 31, 2015 | |
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. Options to Purchase . Noncontrolling shareholders in certain subsidiaries have the right in certain circumstances to require the Company to acquire the remaining ownership interests held by them. The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts during 2016 to 2022 . 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, 2015 perform over the relevant future periods at their trailing twelve-month earnings levels, that these rights, if all exercised, could require the Company to pay an aggregate amount of approximately $17,964 to the owners of such rights in future periods to acquire such ownership interests in the relevant subsidiaries. Of this amount, the Company is entitled, at its option, to fund approximately $107 by the issuance of share capital. In addition, the Company is obligated under similar put option rights to pay an aggregate amount of approximately $48,900 only upon termination of such owner’s employment with the applicable subsidiary or death. The amount the Company would be required to pay to the noncontrolling interest holders should the Company acquire the remaining ownership interests is $2,607 less than the initial redemption value recorded in Redeemable Noncontrolling Interests. Included in Redeemable Noncontrolling Interests at December 31, 2015 was $69,471 of these put options because they are not within the control of the Company. The ultimate amount payable relating to these transactions will vary because it is dependent on the future results of operations of the subject businesses and the timing of when these rights are exercised. Natural Disasters . Certain of the Company’s operations are located in regions of the United States which typically are subject to hurricanes. During the years ended December 31, 2015 , 2014 , and 2013 , these operations did not incur any material costs related to damages resulting from hurricanes. Guarantees . Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable. Legal Proceedings . The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company. In addition, the Company is involved in class action suits as described below. On July 31, 2015, North Collier Fire Control and Rescue District Firefighter Pension Plan (“North Collier”) filed a putative class action suit in the Southern District of New York, naming as defendants the Company, CFO David Doft, Mr. Nadal, and Mr. Sabatino. On December 11, 2015, North Collier and co-lead plaintiff Plymouth County Retirement Association filed an amended complaint, adding two additional defendants, Mr. Gendel and Senator Kirby. The plaintiff alleges in the amended complaint violations of § 10(b), Rule 10b-5, and § 20 of the Securities Exchange Act of 1934, based on allegedly materially false and misleading statements in the Company’s SEC filings and other public statements regarding the Company's financial disclosures, executive compensation, goodwill accounting, and internal controls. The Company intends to vigorously defend this suit. On August 7, 2015, Roberto Paniccia issued a Statement of Claim in the Ontario Superior Court of Justice in the City of Brantford, Ontario seeking to certify a class action suit naming as Defendants the Company, former CEO Miles S. Nadal, former CAO Michael C. Sabatino, CFO David Doft and BDO USA, LLP. The Plaintiff alleges violations of section 138.1 of the Ontario Securities Act (and equivalent legislation in other Canadian provinces and territories) as well as common law misrepresentation based on allegedly materially false and misleading statements in the company’s public statements, as well as omitting to disclose material facts with respect to an SEC investigation. The Company also intends to vigorously defend this suit. Commitments . At December 31, 2015 , the Company had $5,033 of undrawn letters of credit. In addition, the Company has commitments to fund investments in an aggregate amount of $3,449 . Leases . The Company and its subsidiaries lease certain facilities and equipment. For the years ended December 31, 2015 , 2014 , and 2013 , gross premises rental expense amounted to $47,583 , $42,657 , and $38,366 , respectively, which was reduced by sublease income of $1,739 , $1,449 , and $897 , respectively. 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 the years ending December 31, 2016 and thereafter, are as follows: Period Amount 2016 $ 39,448 2017 37,467 2018 37,055 2019 33,004 2020 30,492 2021 and thereafter 79,272 $ 256,738 At December 31, 2015 , the total future cash to be received on sublease income is $11,857 . |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, which amends the ASC and creates Topic 842, Leases. Topic 842 will require lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under previous US GAAP on the balance sheet. This guidance is effective for annual periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact on its consolidated financial position and results of operations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Liabilities , which will require equity investments, except equity method investments, to be measured at fair value and any changes in fair value will be recognized in results of operations. This guidance is effective for annual and interim periods beginning after December 15, 2017 and early application is not permitted. Additionally, this guidance provides for the recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. The Company does not expect the application of this guidance to have a significant impact on its consolidated financial position or results of operations. In November 2015, the FASB issued ASU 2015-17, Income Taxes, which amends Topic 740 and requires all deferred income tax assets and liabilities to be presented as noncurrent on the balance sheet. This amended guidance is effective beginning January 1, 2017, and may be applied retrospectively or prospectively, with early adoption permitted. The Company does not expect the application of this guidance to have a significant impact on its consolidated financial position or results of operations. In September 2015, the FASB issued ASU 2015-16, Business Combinations. This update amends Topic 805 and requires that an acquirer (i) recognize adjustments to provision amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined, (ii) record the effect on earnings, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date, and (iii) disclose the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for the Company beginning January 1, 2016. The Company is currently assessing the impact on the presentation of its financial position and disclosures. In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other-Internal-Use Software. This update amends Topic 350 and provides explicit guidance about a customer’s accounting for fees paid in a cloud computing arrangement and whether it includes a software license. This guidance is effective for the Company beginning January 1, 2016. The implementation of the amended accounting guidance is not expected to have a material impact on the consolidated financial position or results of operations. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest. This update amends Topic 835 and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance is effective for the Company beginning January 1, 2016. The Company will adopt this amended guidance as of the quarter ended March 31, 2016. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This update supersedes Topic 605, Revenue Recognition. The core principle of this 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, 2018. The Company is currently assessing the impact and choice of transition method. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
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 years ended December 31: Pension Pension 2015 2014 Service cost $ — $ — Interest cost on benefit obligation 1,864 1,788 Expected return on plan assets (2,069 ) (2,025 ) Curtailment and settlements — — Amortization of prior service cost — — Amortization of actuarial (gains) losses 103 — Net periodic benefit cost (benefit) $ (102 ) $ (237 ) 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 components for the years ended December 31: Pension Pension 2015 2014 Curtailment/settlement $ — $ — Current year actuarial (gain) loss 526 11,515 Amortization of actuarial gain (loss) (103 ) — Current year prior service (credit) cost — — Amortization of prior service credit (cost) — — Amortization of transition asset (obligation) — — Total recognized in other comprehensive (income) loss $ 423 $ 11,515 Total recognized in net periodic benefit cost and other comprehensive (income) loss 321 $ 11,278 The following table summarizes the change in benefit obligations and fair values of plan assets for the years ended December 31: Pension Pension 2015 2014 Change in benefit obligation: Benefit obligation, Beginning balance $ 43,799 $ 32,857 Service Cost — — Interest Cost 1,864 1,788 Change in Mortality — 3,287 Plan amendments — — Curtailment/settlement — — Actuarial (gains) losses (2,774 ) 7,681 Benefits paid (2,593 ) (1,814 ) Benefit obligation, Ending balance 40,296 43,799 Change in plan assets: Fair value of plan assets, Beginning balance 28,360 26,868 Actual return on plan assets (1,232 ) 1,478 Employer contributions 655 1,828 Benefits paid (2,593 ) (1,814 ) Fair value of plan assets, Ending balance 25,190 28,360 Unfunded status $ 15,106 $ 15,439 Amounts recognized in the balance sheet at December 31 consist of the following: Pension Pension 2015 2014 Noncurrent liability $ 15,106 $ 15,439 Net amount recognized $ 15,106 $ 15,439 Amounts recognized, net of tax, in Accumulated Other Comprehensive Loss consists of the following components for the years ended December 31: Pension Pension 2015 2014 Accumulated net actuarial losses $ 9,219 $ 8,796 Accumulated prior service cost — — Accumulated transition obligation — — Amount recognized, net of tax $ 9,219 $ 8,796 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. The following weighted average assumptions were used to determine benefit obligations as of December 31: Pension Pension 2015 2014 Discount rate 4.69 % 4.38 % Rate of compensation increase N/A N/A The discount rate assumptions at December 31, 2015 and 2014 were determined independently. A yield curve was produced for a universe containing the majority of US-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. The following weighted average assumptions were used to determine net periodic costs at December 31: Pension Pension 2015 2014 Discount rate 4.38 % 5.26 % Expected return on plan assets 7.40 % 7.40 % 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 FASB ASC Topic 820, 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: December 31, 2015 Level 1 Level 2 Level 3 Asset Category: Money Market Fund – Short Term Investments $ 1,580 $ 145 $ 1,435 $ — Common Stock 9,479 9,479 — — Corporate Bonds 3,834 — 3,834 — Mutual Funds 10,006 10,006 — — Foreign Stock 291 291 — — Total $ 25,190 $ 19,921 $ 5,269 $ — December 31, 2014 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 $ — The pension plans weighted-average asset allocation for the years ended December 31, 2015 and 2014 are as follows: Target Allocation Actual Allocation Actual Allocation 2015 2015 2014 Asset Category: Equity Securities 60 % 68.0 % 65.0 % Debt Securities 40 % 25.7 % 31.5 % Cash/Cash Equivalents and Short Term Investments — % 6.3 % 3.5 % 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 US 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, 2015 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 2016 are as follows: Pension Estimated Amortization: 2016 Prior service cost (credit) amortization $ — Net loss amortization 137 Total $ 137 The following estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the years ending December 31: Period Amount 2016 $ 1,517 2017 $ 1,666 2018 $ 1,823 2019 $ 1,832 2020 $ 2,092 2021 – 2025 $ 11,399 The pension plan contributions are deposited into a trust, and the pension plan benefit payments are made from trust assets. |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2015 | |
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 Balance December 31, 2013 $ 1,607 $ (2,404 ) $ (797 ) Other comprehensive income before reclassifications — 3,448 3,448 Amounts reclassified from accumulated other comprehensive income (loss) (10,403 ) — (10,403 ) Other comprehensive income (loss) $ (10,403 ) $ 3,448 $ (6,955 ) Balance December 31, 2014 $ (8,796 ) $ 1,044 $ (7,752 ) Other comprehensive income before reclassifications — 14,432 14,432 Amounts reclassified from accumulated other comprehensive income (loss) (423 ) — (423 ) Other comprehensive income (loss) (423 ) 14,432 14,009 Balance December 31, 2015 $ (9,219 ) $ 15,476 $ 6,257 Reclassifications for the year ended December 31, 2015 were as follows: 2015 Amortization of defined pension plan: Prior service cost $ — Actuarial losses 103 Net periodic benefit cost 103 Income tax expense 41 Net of tax $ 62 For the year ended December 31, 2014, there were no reclassifications from accumulated other comprehensive income (loss). |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
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, in thousands of dollars, except per share amounts. Quarters First Second Third Fourth Revenue: 2015 $ 302,222 $ 336,606 $ 328,415 $ 359,013 2014 $ 274,854 $ 299,356 $ 309,391 $ 339,911 Cost of services sold: 2015 $ 210,419 $ 225,042 $ 212,925 $ 231,330 2014 $ 181,468 $ 188,875 $ 205,549 $ 222,626 Income (loss) from continuing operations: 2015 $ (23,417 ) $ 31,072 $ (5,166 ) $ (24,511 ) 2014 $ (7,213 ) $ 19,555 $ (1,868 ) $ (6,381 ) Net income (loss) attributable to MDC Partners Inc.: 2015 $ (32,091 ) $ 29,560 $ (8,604 ) $ (26,222 ) 2014 $ (8,846 ) $ 16,470 $ (4,922 ) $ (26,759 ) Income (loss) per common share: Basic Continuing operations: 2015 $ (0.52 ) $ 0.57 $ (0.15 ) $ (0.52 ) 2014 $ (0.17 ) $ 0.36 $ (0.07 ) $ (0.17 ) Net income (loss): 2015 $ (0.65 ) $ 0.60 $ (0.17 ) $ (0.52 ) 2014 $ (0.18 ) $ 0.33 $ (0.10 ) $ (0.54 ) Diluted Continuing operations: 2015 $ (0.52 ) $ 0.56 $ (0.15 ) $ (0.52 ) 2014 $ (0.17 ) $ 0.35 $ (0.07 ) $ (0.17 ) Net income (loss): 2015 $ (0.65 ) $ 0.59 $ (0.17 ) $ (0.52 ) 2014 $ (0.18 ) $ 0.32 $ (0.10 ) $ (0.54 ) 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 2015 and 2014 included a foreign exchange loss of $9,531 and $8,066 , respectively. • The fourth quarter of 2015 and 2014 included stock-based compensation charges of $4,771 and $5,463 , respectively. • The fourth quarter of 2015 and 2014 included deferred acquisition adjustments of $41,910 and $1,751 , respectively. |
VALUATION AND QUALIFYING ACCOUN
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 Uncollectible Receivables Translation Adjustments Balance at Valuation accounts deducted from assets to which they apply – allowance for doubtful accounts: December 31, 2015 $ 1,409 $ 750 $ (799 ) $ (54 ) $ 1,306 December 31, 2014 $ 2,011 $ 556 $ (1,127 ) $ (31 ) $ 1,409 December 31, 2013 $ 1,581 $ 1,484 $ (1,042 ) $ (12 ) $ 2,011 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 Valuation accounts deducted from assets to which they apply – valuation allowance for deferred income taxes: December 31, 2015 $ 119,117 $ 9,381 $ (149 ) $ (4,206 ) $ 124,143 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 ____________ (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. |
Other Events (Notes)
Other Events (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Other Events [Abstract] | |
Other Events [Text Block] | 21. Other Events The Special Committee of the Board of Directors (the “Special Committee”) and management have continued to fully cooperate with the SEC in connection with its ongoing investigation of the Company, including with respect to payments made to or on behalf of Miles Nadal and Nadal Management Limited. Mr. Nadal resigned from his position as CEO and as a Director of the Company’s Board of Directors, effective July 20, 2015, and agreed to repay to the Company specified expenses paid by the Company on his behalf and prior cash bonus awards. Specifically, as of December 31, 2015, Mr. Nadal repaid to the Company an aggregate amount equal to $11,285 in respect of perquisites and improper payments identified by the Special Committee. The Company recorded this amount as a reduction of office and general expenses in 2015. In addition, Mr. Nadal agreed to repay to the Company $10,582 in connection with amounts required to be repaid pursuant to cash bonus awards previously paid to Mr. Nadal, with such repayments to be made in five installments, with the last to be paid on December 31, 2017. Mr. Nadal repaid to the Company the first installment of $1,000 in September 2015 and the second installment of $1,500 in December 2015. The Company recorded a charge of approximately $5,338 in 2015 for the balance of prior cash bonus award amounts that will not be recovered. The SEC investigation of these expenses and related matters remains ongoing. For the twelve months ended December 31, 2015, the Company has incurred $13,705 of professional expenses relating to the ongoing SEC investigation, which were offset by $1,000 of proceeds from insurance. |
Significant Accounting Polici32
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Subsidiary and Equity Investment Stock Transaction, Policy [Policy Text Block] | Subsidiary and Equity Investment Stock Transactions. Transactions involving the purchase, sale or issuance of stock of a subsidiary where control is maintained are recorded as a reduction in the redeemable noncontrolling interests or noncontrolling interests, as applicable. Any difference between the purchase price and noncontolling interest is recorded to additional paid-in capital. In circumstances where the purchase of shares of an equity investment results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in results of operations. |
Consolidation | Principles of Consolidation . The accompanying consolidated financial statements include the accounts of MDC Partners Inc. and its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates . The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, contingent deferred acquisition consideration, valuation allowances for receivables, deferred tax assets and the amounts of revenue and expenses reported during the period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from these estimates. |
Fair Value Measurement | Fair Value . The Company applies the fair value measurement guidance of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) Topic 820, Fair Value Measurements, for financial assets and liabilities that are required to be measured at fair value and for 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 market assumptions. The inputs create the following fair value hierarchy: • Level 1 - Quoted prices for identical instruments in active markets. • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. • Level 3 - Instruments where significant value drivers are unobservable to third parties. When available, the Company uses quoted market prices to determine the fair value of its financial instruments and classifies such items in Level 1. In some cases, quoted market prices are used for similar instruments in active markets and the Company classifies such items in Level 2. |
Concentration 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. No client accounted for more than 10% of the Company’s consolidated accounts receivable as of December 31, 2015 and 2014 . No clients accounted for 10% of the Company's revenue in each of the years ended December 31, 2015 , 2014 , and 2013 . |
Cash and Cash Equivalents | Cash and Cash Equivalents . The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits, commercial paper and money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts. |
Cash in Trust, Policy [Policy Text Block] | Cash in Trust. A subsidiary of the Company holds restricted cash in trust accounts related to funds received on behalf of clients. Such amounts are held in escrow under depositary service agreements and distributed at the direction of the clients. The funds are presented as a corresponding liability on the balance sheet. |
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 vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of the production process. |
Property, Plant and Equipment | Fixed Assets . Fixed assets are stated at cost, net of accumulated depreciation. Computers, furniture and fixtures are depreciated on a straight-line basis over periods of three to seven years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred. |
Impairment Of Long Lived Assets | Impairment of Long-lived Assets . In accordance with the FASB ASC, 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 such 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, (i) over the operating and financial policies of the affiliate or (ii) has an ownership interest greater than 50% ; however, the substantive participating rights of the noncontrolling interest shareholders preclude the Company from exercising unilateral control over the operating and financial policies of the affiliate. The Company’s investments accounted for using the equity method include 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 non-consolidated affiliates. During the year ended December 31, 2015, the Company sold its ownership in one of these equity method investments for $2,094 and recognized a gain of $1,086 in Other income. |
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, 2015 and 2014 was $11,763 and $10,196 , respectively. These investments are periodically evaluated to determine whether a significant event or change in circumstances has occurred that may impact the fair value of each investment other than temporary declines below book value. A variety of factors are considered when determining if a decline is other than temporary, including, among others, the financial condition and prospects of the investee, as well as the Company’s investment intent. During the year ended December 31, 2015, the Company sold its ownership in six of these cost method investments for an aggregate purchase price of $11,364 and recognized a gain of $5,440 in Other income. 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 Intangible Assets, Goodwill | Goodwill and Indefinite Lived Intangible . In accordance with the FASB ASC 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 as of October 1st of each year, or more frequently if indicators of potential impairment exist. For goodwill, impairment is assessed at the reporting unit level. Each Partner Firm is a component business of the Advertising and Communications Segment. Partner Firms that share similar economic characteristics are aggregated into single reporting units. The Partner Firms within each of the reporting units provide similar services and serve similar clients across various industries, and in many cases the same clients. The main economic components of each Partner Firm are employee compensation and related costs, direct service costs, and office and general costs. The Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing the two-step goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to each reporting unit such as change in management or key personnel. If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the two-step goodwill impairment test is not necessary. For reporting units for which the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount and for reporting units for which the qualitative assessment is not performed, the Company will perform the first step of the goodwill impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired and additional analysis is not required. However, if the carrying amount of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the goodwill impairment test must be performed to determine the implied fair value of the reporting unit's goodwill. If the Company determines during the second step that the carrying amount of a reporting unit's goodwill exceeds its implied fair value, an impairment loss equal to the difference is recorded. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The Company's goodwill impairment test uses the income approach to estimate a reporting unit's fair value. The income approach is based on a discounted cash flow (“DCF”) method. The DCF method requires the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed terminal value and appropriate discount rates. The DCF estimates incorporate expected cash flows that represent a spectrum of the amount and timing of possible cash flows of each reporting unit from a market participant perspective. The expected cash flows are developed as part of the Company's routine long-range planning process using projections of revenue and expenses and related cash flows based on assumed long-term growth rates and demand trends and appropriate discount rates based on a reporting units weighted average cost of capital (“WACC”) as determined by considering the observable weighted average cost of capital of comparable companies and factors specific to the reporting unit (for example, size). The terminal value is estimated using a constant growth method which requires an assumption about the expected long-term growth rate. The estimates are based on historical data and experience, industry projections, economic conditions, and the Company's expectations. The Company's 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 of the reporting units. The reporting unit goodwill balances vary by reporting unit primarily because it relates specifically to the Partner Firm's goodwill which was determined at the date of acquisition. For the 2014 annual impairment assessment the Company had ten reporting units. Three were subject to the qualitative assessment and seven were subject to the two-step test. The Company concluded that there were no goodwill impairments. During the fourth quarter of 2015, the Company implemented organization changes that resulted in changes to the reporting units. For the 2015 annual impairment assessment, the Company had 13 reporting units. All of the reporting units were subject to the two-step test. As a result of the changes in the reporting units, the Company performed the 2015 goodwill impairment testing on both the previous and new reporting unit structure. The Company concludes that there were no goodwill impairments under both the old and new reporting unit structures. For the 2015 goodwill impairment testing, the Company used several assumptions. The Company assumed a 3% long-term growth rate and used the Gordon Growth model to calculate the terminal value. In addition, the range of assumptions for the WACC were 8.92% to 11.95% . The fair value of all reporting units were in excess of the carrying amount and as a result there was no impairment of goodwill. The range of the excess of the fair value over the carrying amount was from 7% to over 100% , where the fair value of nine of the reporting units were significantly in excess of the carrying amounts. The Company performed a sensitivity analysis which included an increased WACC of 100 basis points. Based on the results of that analysis, one reporting unit, which is comprised of the marketing experiential businesses, would be at risk of failing. The Company believes the estimates and assumptions used in the calculations are reasonable. However, if there was an adverse change in the facts and circumstances, then an impairment charge may be necessary in the future. The Company will monitor its reporting units to determine if there is an indicator of potential impairment. Should the fair value of any of the Company's reporting units fall below its carrying amount because of reduced operating performance, market declines, changes in the discount rate, or other conditions, charges for impairment may be necessary. |
Intangible Assets, Finite-Lived | Definite Lived Intangible Assets . In accordance with the FASB ASC, 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. Business combinations are accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company's acquisition model typically provides for an initial payment at closing and for future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For the years ended December 31, 2015 , 2014 and 2013 , $36,344 , $16,467 and $35,914 , respectively, related to changes in estimated value was recorded as operating expenses. For further information, see Note 14 and Note 13. For the year ended December 31, 2015 , 2014 , and 2013 , $2,912 , $6,133 and $2,066 , respectively, of acquisition related costs were charged to operations. For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. Like most service businesses, a substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interests . Many of the Company’s acquisitions include contractual arrangements where the noncontrolling shareholders have an option to purchase, or may require the Company to purchase, such noncontrolling shareholders' incremental ownership interests under certain circumstances and the Company has similar call options under the same contractual terms. The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas as described in Note 16. In the event that an incremental purchase may be required of the Company, the amounts are recorded as Redeemable Noncontrolling Interests in mezzanine equity on the balance sheet at their acquisition date fair value and adjusted for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. These adjustments will not impact the calculation of earnings (loss) per share. If the estimated redemption value is in excess of the fair value of the noncontrolling interests, the Company records a charge to income attributable to noncontrolling interests. For the three years ended December 31, 2015, 2014, and 2013, there were no charges to income attributable to noncontrolling interests. Changes in the estimated redemption amounts of the redeemable noncontrolling interests are adjusted at each reporting period with a corresponding adjustment to equity. These adjustments will not impact the calculation of earnings (loss) per share. |
Variable Interest Entity | Variable Interest Entity . Effective March 28, 2012, the Company invested in Doner Partners LLC (“Doner”). The Company acquired a 30% voting interest and convertible preferred interests that allow the Company to increase ordinary voting ownership to 70% at the Company’s option. The Company has determined that (i) this entity is a variable interest entity and (ii) the Company is the primary beneficiary because it receives a disproportionate share of profits and losses as compared to its ownership percentage. As such, Doner is consolidated for all periods subsequent to the date of investment. The Company’s Credit Agreement (see Note 11) is guaranteed and secured by all of Doner’s assets. Total assets and total liabilities of Doner included in the Company’s consolidated balance sheet at December 31, 2015 and 2014 , were $122,558 and $86,047 , and $223,305 and $192,340 , respectively. |
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 the guarantee, as a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The initial measurement of that liability is the fair value of the guarantee. The recognition of 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 established in accordance with the Revenue Recognition topics of the FASB ASC, and accordingly, revenue is recognized when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the selling price is fixed or determinable; (iii) services have been performed or upon delivery of the products when ownership and risk of loss has transferred to the client; and (iv) collection of the resulting receivable is reasonably assured. The Company follows the Multiple-Element Arrangement topic of the FASB ASC, which addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities and how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. The Company follows the Principal Agent Consideration topic of the FASB ASC which addresses (i) whether revenue should be recorded at the gross amount billed because it has earned revenue from the sale of goods or services, or recorded at the net amount retained because it has earned a fee or commission, and (ii) that reimbursements received for out-of-pocket expenses incurred should be characterized in the income statement as revenue. Accordingly, the Company has included such reimbursed expenses in revenue. The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses. Non-refundable retainer fees are generally recognized on a straight-line basis over the term of the specific customer arrangement. Commission revenue is earned and recognized upon the placement of advertisements in various media when the Company has no further performance obligations. Fixed fees for services are recognized upon completion of the earnings process and acceptance by the client. Per diem fees are recognized upon the performance of the Company’s services. In addition, for a limited number of certain service transactions, which require delivery of a number of service acts, the Company uses the proportional performance model, which generally results in revenue being recognized based on the straight-line method. Fees billed to clients in excess of fees recognized as revenue are classified as Advanced Billings on the Company's balance sheet. A small portion of the Company’s contractual arrangements with customers includes performance incentive provisions, which allow the Company to earn additional revenue as a result of its performance relative to both quantitative and qualitative goals. The Company recognizes the incentive portion of revenue under these arrangements when specific quantitative goals are assured, or when the Company’s clients determine performance against qualitative goals has been achieved. In all circumstances, revenue is only recognized when collection is reasonably assured. The Company records revenue net of sales and other taxes due to be collected and remitted to governmental authorities. |
Cost Of Services Sold | Cost of Services Sold . Cost of services sold do not include depreciation charges for fixed assets. |
Interest Expense | Interest Expense . Interest expense primarily consists of the cost of borrowing on the Company's 6.75% Senior Notes due 2020 (the “6.75% Notes”) and the Company's $325 million senior secured revolving credit agreement due 2019 (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 straight-line method to amortize the deferred financing costs on the Credit Agreement. For the years ended December 31, 2015, 2014, and 2013, interest expense included $2,543 , $2,186 , and $232 , respectively, relating to present value adjustments for fixed deferred acquisition consideration payments. |
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, in this case 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 in operating income over the service period, in this case the awards vesting period. Changes in the Company’s payment obligation prior to the settlement date of a stock-based award are recorded as compensation cost in operating income in the period of the change. The final payment amount for such awards is established on the date of the exercise of the award by the employee. Stock-based awards that are settled in cash or equity at the option of the Company are recorded at fair value on the date of grant and recorded as additional paid-in capital. The fair value measurement of the compensation cost for these awards is based on using the Black-Scholes option pricing-model and is recorded in operating income over the service period, in this case the award's vesting period. For the years ended December 31, 2015, 2014, and 2013, 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 2.9 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 to deliver new shares to the exercising party. The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. 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 2015, 2014, and 2013 was $1,741 , $3,026 , and $2,699 , respectively. The Company treats benefits paid by shareholders or equity members to employees as a stock-based compensation charge with a corresponding credit to additional paid-in capital. From time to time, certain acquisitions and step-up transactions include an element of compensation related payments. The Company accounts for those payments as stock-based compensation. |
Pension and Other Postretirement Plans | Pension Costs . Several of the Company’s US 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 $6,731 , $7,503 and $6,145 for the years ended December 31, 2015 , 2014 , and 2013 , respectively. The Company also has a defined benefit plan. See Note 18. |
Earnings Per Share | Income (loss) per Common Share . Basic income (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 income (loss) per share is based on the above, plus, if dilutive, common share equivalents, which include outstanding options, stock appreciation rights, and restricted stock units. |
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 ASC. The functional currency of the Company is the Canadian Dollar and it has decided to use US Dollars as its reporting currency for consolidated reporting purposes. Generally, the Company’s subsidiaries use their local currency as their functional currency. Accordingly, the currency impacts of the translation of the balance sheets of the Company’s non-US Dollar based subsidiaries to US 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-US Dollar based subsidiaries are translated at the period end rate. The income statements of non-US 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 the Accounting for Derivative Instruments and Hedging Activities topic of the FASB ASC, which establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts and debt instruments) be recorded on 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: (i) a cash flow hedge, (ii) a fair value hedge, and (iii) 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 |
Significant Accounting Polici33
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Redeemable Noncontrolling Interest | The following table presents changes in Redeemable Noncontrolling Interests. Years Ended December 31, 2015 2014 2013 Beginning Balance as of January 1, $ 194,951 $ 148,534 $ 117,953 Redemptions (155,042 ) (4,820 ) (4,270 ) Granted (1) 7,703 13,327 — Changes in redemption value 22,809 38,850 35,689 Currency translation adjustments (950 ) (940 ) (838 ) Ending Balance as of December 31, $ 69,471 $ 194,951 $ 148,534 (1) Grants in 2015 consisted of transfers from noncontrolling interests related to step-up transactions and new acquisitions. |
Loss per Common Share (Tables)
Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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: 2015 2014 2013 Numerator Numerator for diluted loss per common share – income (loss) from continuing operations $ (22,022 ) $ 4,093 $ (133,202 ) Net income attributable to the noncontrolling interests (9,054 ) (6,890 ) (6,461 ) Loss attributable to MDC Partners Inc. common shareholders from continuing operations (31,076 ) (2,797 ) (139,663 ) Effect of dilutive securities — — — Numerator for diluted loss per common share – loss attributable to MDC Partners Inc. common shareholders from continuing operations $ (31,076 ) $ (2,797 ) $ (139,663 ) Denominator Denominator for basic loss per common share – weighted average common shares 49,875,282 49,545,350 47,108,406 Effect of dilutive securities: Dilutive potential common shares — — — Denominator for diluted loss per common share – adjusted weighted shares and assumed conversions 49,875,282 49,545,350 47,108,406 Basic and Diluted loss per common share from continuing operations $ (0.62 ) $ (0.06 ) $ (2.96 ) |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 Interests Year Ended December 31, 2015 2014 2013 Net loss attributable to MDC Partners Inc. $ (37,357 ) $ (24,057 ) $ (148,863 ) Transfers (to) from the noncontrolling interests Increase (decrease) in MDC Partners Inc. paid-in capital for purchase of equity interests in excess of noncontrolling interests and redeemable noncontrolling interests (42,780 ) (8,992 ) 11,074 Net transfers (to) from noncontrolling interests $ (42,780 ) $ (8,992 ) $ 11,074 Change from net loss attributable to MDC Partners Inc. and transfers (to) from noncontrolling interests $ (80,137 ) $ (33,049 ) $ (137,789 ) |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | The following is a summary of the Company’s fixed assets as of December 31: 2015 2014 Cost Accumulated Depreciation Net Book Value Cost Accumulated Depreciation Net Book Value Computers, furniture and fixtures $ 87,213 $ (62,901 ) $ 24,312 $ 91,272 $ (65,451 ) $ 25,821 Leasehold improvements 72,898 (33,653 ) 39,245 64,051 (29,632 ) 34,419 $ 160,111 $ (96,554 ) $ 63,557 $ 155,323 $ (95,083 ) $ 60,240 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, 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 Income attributable to noncontrolling interests 9,054 Distributions made (9,503 ) Other (1) (92 ) Balance at December 31, 2015 $ 5,473 (1) Other consists primarily of step-up transactions, discontinued operations and cumulative translation adjustments. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | 8. Goodwill and Intangible Assets As of December 31, the gross and net amounts of acquired intangible assets were as follows: Goodwill Advertising and Communications Balance at December 31, 2013 $ 744,333 Acquired goodwill 149,234 Discontinued operations (27,706 ) Acquisition purchase price adjustments (3,170 ) Foreign currency translation (11,318 ) Balance at December 31, 2014 $ 851,373 Acquired goodwill 43,654 Acquisition purchase price adjustments (2,428 ) Foreign currency translation (22,298 ) Balance at December 31, 2015 $ 870,301 For the Year Ended December 31, Intangible Assets 2015 2014 Trademarks (indefinite life) $ 17,780 $ 17,780 Customer relationships – gross $ 135,919 $ 133,409 Less accumulated amortization (97,604 ) (83,475 ) Customer relationships – net $ 38,315 $ 49,934 Other intangibles – gross $ 33,638 $ 31,408 Less accumulated amortization (17,351 ) (13,001 ) Other intangibles – net $ 16,287 $ 18,407 Total intangible assets $ 187,337 $ 182,597 Less accumulated amortization (114,955 ) (96,476 ) Total intangible assets – net $ 72,382 $ 86,121 |
Schedule of Intangible Assets and Goodwill | For the Year Ended December 31, Intangible Assets 2015 2014 Trademarks (indefinite life) $ 17,780 $ 17,780 Customer relationships – gross $ 135,919 $ 133,409 Less accumulated amortization (97,604 ) (83,475 ) Customer relationships – net $ 38,315 $ 49,934 Other intangibles – gross $ 33,638 $ 31,408 Less accumulated amortization (17,351 ) (13,001 ) Other intangibles – net $ 16,287 $ 18,407 Total intangible assets $ 187,337 $ 182,597 Less accumulated amortization (114,955 ) (96,476 ) Total intangible assets – net $ 72,382 $ 86,121 |
Finite-lived Intangible Assets Amortization Expense | he estimated amortization expense for the five succeeding years is as follows: Year Amortization 2016 $ 18,532 2017 $ 12,363 2018 $ 9,530 2019 $ 6,796 2020 $ 2,791 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | 9. Income Taxes The components of the Company’s income (loss) from continuing operations before income taxes and equity in earnings of non-consolidated affiliates by taxing jurisdiction for the years ended December 31, were: 2015 2014 2013 Income (Loss): US $ 23,180 $ 46,728 $ 21,661 Non-US (40,596 ) (31,619 ) (159,511 ) $ (17,416 ) $ 15,109 $ (137,850 ) |
Schedule Of Components Of Income Taxes Provision Benefit | The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31, were: 2015 2014 2013 Current tax provision US federal $ — $ — $ — US state and local 1,375 907 213 Non-US 2,465 552 847 3,840 1,459 1,060 Deferred tax provision (benefit): US federal 6,944 13,402 7,505 US state and local 3,195 1,971 1,027 Non-US (8,315 ) (4,410 ) (13,959 ) 1,824 10,963 (5,427 ) Income tax provision (benefit) $ 5,664 $ 12,422 $ (4,367 ) |
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: 2015 2014 2013 Income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interest $ (17,416 ) $ 15,109 $ (137,850 ) Statutory income tax rate 26.5 % 26.5 % 26.5 % Tax expense (benefit) using statutory income tax rate (4,615 ) 4,004 (36,530 ) State and foreign taxes 3,524 1,459 1,060 Non-deductible stock-based compensation 3,354 1,982 24,357 Other non-deductible expense (2,102 ) 2,151 942 Change to valuation allowance on items affecting taxable income 5,468 2,003 6,952 Effect of the difference in federal and statutory rates 1,906 2,222 (15 ) Noncontrolling interests (2,399 ) (1,826 ) (1,712 ) Other, net 528 427 579 Income tax expense (benefit) $ 5,664 $ 12,422 $ (4,367 ) Effective income tax rate (32.5 )% 82.2 % (3.2 )% |
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: 2015 2014 Deferred tax assets: Capital assets and other $ 43,031 $ 45,496 Net operating loss carry forwards 37,490 39,525 Interest deductions 17,347 17,456 Refinancing charge 144 5,176 Deferred acquisition consideration 16,197 5,204 Stock compensation 3,033 1,561 Pension plan 3,770 3,597 Unrealized foreign exchange 15,548 6,954 Capital loss carry forwards 10,630 14,834 Accounting reserves 6,700 5,135 Gross deferred tax asset 153,890 144,938 Less: valuation allowance (124,143 ) (119,117 ) Net deferred tax assets 29,747 25,821 Deferred tax liabilities: Deferred finance charges (323 ) (386 ) Capital assets and other (797 ) (396 ) Goodwill amortization (91,724 ) (77,603 ) Total deferred tax liabilities (92,844 ) (78,385 ) Net deferred tax asset (liability) $ (63,097 ) $ (52,564 ) Disclosed as: Deferred tax assets $ 29,747 $ 25,480 Deferred tax liabilities (92,844 ) (78,044 ) $ (63,097 ) $ (52,564 ) |
Schedule Of Changes In Tax Reserve | Changes in the Company’s reserve is as follows: 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 Charges to income tax expense 960 Settlement of uncertainty (428 ) Balance at December 31, 2015 $ 3,605 |
Discontinued Operations Discoun
Discontinued Operations Discounted Groups, Including Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | 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, 2015 2014 2013 Revenue $ 27,025 $ 70,041 $ 89,659 Operating loss (322 ) (4,704 ) (324 ) Other expense (752 ) (458 ) (522 ) Noncontrolling interest expense recovery — — (55 ) Loss on disposal (5,207 ) (16,098 ) (8,299 ) Net loss from discontinued operations $ (6,281 ) $ (21,260 ) $ (9,200 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | At December 31, the Company’s indebtedness was comprised as follows: 2015 2014 Revolving credit agreement $ — $ — 6.75% Notes due 2020 735,000 735,000 Original issue premium 5,838 7,017 Note payable and other bank loans — — 740,838 742,017 Obligations under capital leases 670 1,110 741,508 743,127 Less: Current portion 470 534 $ 741,038 $ 742,593 |
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 2016 $ 470 2017 175 2018 10 2019 8 2020 735,007 2021 and thereafter — $ 735,670 |
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 2016 $ 495 2017 182 2018 10 2019 8 2020 7 2021 and thereafter — 702 Less: imputed interest (32 ) 670 Less: current portion (470 ) $ 200 |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 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 ) 7.90 (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 Granted 80,000 21.76 191,155 20.42 Vested (68,067 ) 25.21 (297,794 ) 12.35 Forfeited — — (35,000 ) 21.69 Balance at December 31, 2015 97,963 $ 19.61 774,502 $ 18.71 |
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 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 $ 5.70 112,500 $ 5.70 — Vested — — — Granted — — — Exercised 37,500 4.72 — Expired and cancelled — — — Balance at December 31, 2015 75,000 $ 5.28 75,000 $ 5.28 — |
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 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 — $ — — $ — — Vested — — — Granted — — — Exercised — — — Expired and cancelled — — — Balance at December 31, 2015 — $ — — $ — — |
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 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 — $ — — $ — — Vested — — — Granted — — — Expired and cancelled — — — Balance at December 31, 2015 — $ — — $ — — |
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, 2015 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 $4.72 – $5.83 75,000 0.92 $ 5.28 75,000 $ 5.28 0.92 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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: Level 1 2015 Level 1 2014 Carrying Amount Fair Value Carrying Amount Fair Value Liabilities: Long-term debt $ 740,838 $ 765,319 $ 742,017 $ 751,538 |
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 for the years ended December 31: Fair Value Measurements Using 2015 2014 Beginning balance of contingent payments $ 172,227 $ 151,848 Payments (77,301 ) (61,441 ) Grants (1) 174,530 68,642 Redemption value adjustments (2) 41,636 20,816 Transfers (to) from fixed payments — (5,146 ) Foreign translation adjustment (4,358 ) (2,492 ) Ending balance of contingent payments $ 306,734 $ 172,227 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | For the year ended December 31, 2015 Advertising and Communications Corporate Total Revenue $ 1,326,256 $ — $ 1,326,256 Cost of services sold 879,716 — 879,716 Office and general expenses 258,809 63,398 322,207 Depreciation and amortization 50,449 1,774 52,223 Operating profit (loss) 137,282 (65,172 ) 72,110 Other Income (Expense): Other income, net 7,238 Foreign exchange loss (39,328 ) Interest expense and finance charges, net (57,436 ) Loss from continuing operations before income taxes and equity in earnings of non-consolidated affiliates (17,416 ) Income tax expense 5,664 Loss from continuing operations before equity in earnings of non-consolidated affiliates (23,080 ) Equity in earnings of non-consolidated affiliates 1,058 Loss from continuing operations (22,022 ) Loss from discontinued operations attributable to MDC Partners Inc., net of taxes (6,281 ) Net loss (28,303 ) Net income attributable to noncontrolling interests (9,024 ) (30 ) (9,054 ) Net loss attributable to MDC Partners Inc. $ (37,357 ) Stock-based compensation $ 15,056 $ 2,740 $ 17,796 Capital expenditures from continuing operations $ 23,204 $ 371 $ 23,575 Goodwill and intangibles $ 942,683 $ — $ 942,683 Total assets $ 1,375,372 $ 214,878 $ 1,590,250 For the year ended December 31, 2014 Advertising and Communications Corporate Total Revenue $ 1,223,512 $ — $ 1,223,512 Cost of services sold 798,518 — 798,518 Office and general expenses 223,781 66,292 290,073 Depreciation and amortization 45,387 1,785 47,172 Operating profit (loss) 155,826 (68,077 ) 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 and equity in earnings of non-consolidated affiliates 15,109 Income tax expense 12,422 Income from continuing operations before equity in earnings of 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 (6,890 ) — (6,890 ) Net loss attributable to MDC Partners Inc. $ (24,057 ) Stock-based compensation $ 12,033 $ 5,663 $ 17,696 Capital expenditures from continuing operations $ 25,079 $ 1,337 $ 26,416 Goodwill and intangibles $ 937,494 $ — $ 937,494 Total assets $ 1,368,137 $ 280,753 $ 1,648,890 For the year ended December 31, 2013 Advertising and Communications Corporate Total Revenue $ 1,062,478 $ — $ 1,062,478 Cost of services sold 704,969 — 704,969 Office and general expenses 212,933 143,031 355,964 Depreciation and amortization 34,745 1,394 36,139 Operating profit (loss) 109,831 (144,425 ) (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 and equity in earnings of non-consolidated affiliates (137,850 ) Income tax benefit (4,367 ) Loss from continuing operations before equity in earnings of 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 (6,459 ) (2 ) (6,461 ) Net loss attributable to MDC Partners Inc. $ (148,863 ) Stock-based compensation $ 8,950 $ 91,455 $ 100,405 Capital expenditures from continuing operations $ 14,677 $ 2,132 $ 16,809 Goodwill and intangibles $ 800,595 $ — $ 800,595 Total assets $ 1,220,753 $ 204,474 $ 1,425,227 |
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 2015 $ 52,305 $ 6,817 $ 4,435 $ 63,557 2014 $ 48,884 $ 7,099 $ 4,257 $ 60,240 Goodwill and Intangible Assets 2015 $ 798,746 $ 122,821 $ 21,116 $ 942,683 2014 $ 759,035 $ 154,349 $ 24,110 $ 937,494 |
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: 2015 $ 1,085,051 $ 129,039 $ 112,166 $ 1,326,256 2014 $ 993,474 $ 150,390 $ 79,648 $ 1,223,512 2013 $ 870,525 $ 135,630 $ 56,323 $ 1,062,478 |
Commitments, Contingencies an45
Commitments, Contingencies and Guarantees (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 the years ending December 31, 2016 and thereafter, are as follows: Period Amount 2016 $ 39,448 2017 37,467 2018 37,055 2019 33,004 2020 30,492 2021 and thereafter 79,272 $ 256,738 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 years ended December 31: Pension Pension 2015 2014 Service cost $ — $ — Interest cost on benefit obligation 1,864 1,788 Expected return on plan assets (2,069 ) (2,025 ) Curtailment and settlements — — Amortization of prior service cost — — Amortization of actuarial (gains) losses 103 — Net periodic benefit cost (benefit) $ (102 ) $ (237 ) |
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 components for the years ended December 31: Pension Pension 2015 2014 Curtailment/settlement $ — $ — Current year actuarial (gain) loss 526 11,515 Amortization of actuarial gain (loss) (103 ) — Current year prior service (credit) cost — — Amortization of prior service credit (cost) — — Amortization of transition asset (obligation) — — Total recognized in other comprehensive (income) loss $ 423 $ 11,515 Total recognized in net periodic benefit cost and other comprehensive (income) loss 321 $ 11,278 |
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: Pension Pension 2015 2014 Change in benefit obligation: Benefit obligation, Beginning balance $ 43,799 $ 32,857 Service Cost — — Interest Cost 1,864 1,788 Change in Mortality — 3,287 Plan amendments — — Curtailment/settlement — — Actuarial (gains) losses (2,774 ) 7,681 Benefits paid (2,593 ) (1,814 ) Benefit obligation, Ending balance 40,296 43,799 Change in plan assets: Fair value of plan assets, Beginning balance 28,360 26,868 Actual return on plan assets (1,232 ) 1,478 Employer contributions 655 1,828 Benefits paid (2,593 ) (1,814 ) Fair value of plan assets, Ending balance 25,190 28,360 Unfunded status $ 15,106 $ 15,439 |
Schedule of Amounts Recognized in Balance Sheet | Pension Pension 2015 2014 Noncurrent liability $ 15,106 $ 15,439 Net amount recognized $ 15,106 $ 15,439 |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Amounts recognized, net of tax, in Accumulated Other Comprehensive Loss consists of the following components for the years ended December 31: Pension Pension 2015 2014 Accumulated net actuarial losses $ 9,219 $ 8,796 Accumulated prior service cost — — Accumulated transition obligation — — Amount recognized, net of tax $ 9,219 $ 8,796 |
Schedule Of Assumptions Used To Determine Benefit Obligations | eighted average assumptions were used to determine benefit obligations as of December 31: Pension Pension 2015 2014 Discount rate 4.69 % 4.38 % Rate of compensation increase N/A N/A |
Schedule Of Assumptions Used To Determine Net Periodic Cost | eighted average assumptions were used to determine net periodic costs at December 31: Pension Pension 2015 2014 Discount rate 4.38 % 5.26 % Expected return on plan assets 7.40 % 7.40 % 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 FASB ASC Topic 820, 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: December 31, 2015 Level 1 Level 2 Level 3 Asset Category: Money Market Fund – Short Term Investments $ 1,580 $ 145 $ 1,435 $ — Common Stock 9,479 9,479 — — Corporate Bonds 3,834 — 3,834 — Mutual Funds 10,006 10,006 — — Foreign Stock 291 291 — — Total $ 25,190 $ 19,921 $ 5,269 $ — December 31, 2014 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 $ — |
Schedule of Allocation of Plan Assets | The pension plans weighted-average asset allocation for the years ended December 31, 2015 and 2014 are as follows: Target Allocation Actual Allocation Actual Allocation 2015 2015 2014 Asset Category: Equity Securities 60 % 68.0 % 65.0 % Debt Securities 40 % 25.7 % 31.5 % Cash/Cash Equivalents and Short Term Investments — % 6.3 % 3.5 % 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 2016 are as follows: Pension Estimated Amortization: 2016 Prior service cost (credit) amortization $ — Net loss amortization 137 Total $ 137 |
Schedule of Expected Benefit Payments | The following estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the years ending December 31: Period Amount 2016 $ 1,517 2017 $ 1,666 2018 $ 1,823 2019 $ 1,832 2020 $ 2,092 2021 – 2025 $ 11,399 |
Changes in Accumulated Other 47
Changes in Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 Balance December 31, 2013 $ 1,607 $ (2,404 ) $ (797 ) Other comprehensive income before reclassifications — 3,448 3,448 Amounts reclassified from accumulated other comprehensive income (loss) (10,403 ) — (10,403 ) Other comprehensive income (loss) $ (10,403 ) $ 3,448 $ (6,955 ) Balance December 31, 2014 $ (8,796 ) $ 1,044 $ (7,752 ) Other comprehensive income before reclassifications — 14,432 14,432 Amounts reclassified from accumulated other comprehensive income (loss) (423 ) — (423 ) Other comprehensive income (loss) (423 ) 14,432 14,009 Balance December 31, 2015 $ (9,219 ) $ 15,476 $ 6,257 |
Schedule of Defined Benefit Plans Disclosures | Reclassifications for the year ended December 31, 2015 were as follows: 2015 Amortization of defined pension plan: Prior service cost $ — Actuarial losses 103 Net periodic benefit cost 103 Income tax expense 41 Net of tax $ 62 |
Quarterly Results of Operatio48
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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, in thousands of dollars, except per share amounts. Quarters First Second Third Fourth Revenue: 2015 $ 302,222 $ 336,606 $ 328,415 $ 359,013 2014 $ 274,854 $ 299,356 $ 309,391 $ 339,911 Cost of services sold: 2015 $ 210,419 $ 225,042 $ 212,925 $ 231,330 2014 $ 181,468 $ 188,875 $ 205,549 $ 222,626 Income (loss) from continuing operations: 2015 $ (23,417 ) $ 31,072 $ (5,166 ) $ (24,511 ) 2014 $ (7,213 ) $ 19,555 $ (1,868 ) $ (6,381 ) Net income (loss) attributable to MDC Partners Inc.: 2015 $ (32,091 ) $ 29,560 $ (8,604 ) $ (26,222 ) 2014 $ (8,846 ) $ 16,470 $ (4,922 ) $ (26,759 ) Income (loss) per common share: Basic Continuing operations: 2015 $ (0.52 ) $ 0.57 $ (0.15 ) $ (0.52 ) 2014 $ (0.17 ) $ 0.36 $ (0.07 ) $ (0.17 ) Net income (loss): 2015 $ (0.65 ) $ 0.60 $ (0.17 ) $ (0.52 ) 2014 $ (0.18 ) $ 0.33 $ (0.10 ) $ (0.54 ) Diluted Continuing operations: 2015 $ (0.52 ) $ 0.56 $ (0.15 ) $ (0.52 ) 2014 $ (0.17 ) $ 0.35 $ (0.07 ) $ (0.17 ) Net income (loss): 2015 $ (0.65 ) $ 0.59 $ (0.17 ) $ (0.52 ) 2014 $ (0.18 ) $ 0.32 $ (0.10 ) $ (0.54 ) |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Details) | 12 Months Ended |
Dec. 31, 2015segment | |
Strategic Marketing Services | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 1 |
Significant Accounting Polici50
Significant Accounting Policies - Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Redeemable Noncontrolling Interest [Roll Forward] | |||
Redeemable Noncontrolling Interest, Equity, Redemption Value | $ 194,951 | ||
Increase in noncontrolling interests from business acquisitions | $ 50,118 | $ 11,090 | |
Redeemable Noncontrolling Interest, Equity, Redemption Value | 69,471 | 194,951 | |
Redeemable Noncontrolling Interest [Member] | |||
Redeemable Noncontrolling Interest [Roll Forward] | |||
Redeemable Noncontrolling Interest, Equity, Redemption Value | 194,951 | 148,534 | 117,953 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 155,042 | 4,820 | 4,270 |
Increase in noncontrolling interests from business acquisitions | 7,703 | 13,327 | 0 |
Noncontrolling Interest, Change in Redemption Value | 22,809 | 38,850 | 35,689 |
Currency translation adjustments | (950) | (940) | (838) |
Redeemable Noncontrolling Interest, Equity, Redemption Value | $ 69,471 | $ 194,951 | $ 148,534 |
Significant Accounting Polici51
Significant Accounting Policies - Textual (Details) | Mar. 20, 2013 | Mar. 28, 2012 | Dec. 31, 2015USD ($)Clients | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($)Clientsinvestment | Dec. 31, 2014USD ($)investmentshares | Dec. 31, 2013USD ($)$ / sharesshares | Oct. 01, 2015 | Apr. 02, 2014 | Nov. 15, 2013 |
Significant Accounting Policies [Line Items] | ||||||||||
Option to purchase noncontrolling interest impairment charge | $ 0 | |||||||||
Clients exceeding consolidated accounts receivable percentage | Clients | 0 | 0 | ||||||||
Number of Reporting Units | 13 | 10 | ||||||||
Consolidated accounts receivable percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||||||
Clients exceeding consolidated largest client revenue | Clients | 0 | |||||||||
Consolidated largest client revenue | 10.00% | 10.00% | 10.00% | |||||||
Equity method investment, realized gain (loss) on disposal | $ 0 | $ 0 | $ 3,058,000 | |||||||
Cost method investments | $ 11,763,000 | $ 10,196,000 | 11,763,000 | 10,196,000 | ||||||
Cost-method Investments, Realized Gain (Loss) | 5,440 | |||||||||
Goodwill, Impairment Loss | 0 | |||||||||
Business combination, acquisition related costs | 2,912,000 | 6,133,000 | 2,066,000 | |||||||
Assets | 1,590,250,000 | 1,648,890,000 | 1,590,250,000 | 1,648,890,000 | $ 1,425,227,000 | |||||
Liabilities | $ 2,007,852,000 | 1,802,519,000 | 2,007,852,000 | $ 1,802,519,000 | ||||||
Stock Issued During Period, Shares, New Issues | shares | 0 | 0 | ||||||||
Allocated Share-based Compensation Expense | 17,796,000 | $ 17,696,000 | $ 100,405,000 | |||||||
Pension expense | 6,731,000 | 7,503,000 | $ 6,145,000 | |||||||
Proceeds from Sale of Equity Method Investments | 2,094 | |||||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 1,086 | |||||||||
Discounted Cash Flow Assumption, Long-term Growth Rate, Percent | 3.00% | |||||||||
Equity Value Appreciation Awards | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Maximum shares issuance restricted stock units and shares | 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 | $ / shares | $ 9.37 | |||||||||
Performance Shares | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Share-based compensation, gross | $ 1,741 | 3,026 | $ 2,699 | |||||||
Real Estate Joint Venture [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Equity method investment, ownership percentage | 30.00% | 30.00% | ||||||||
Minimum | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Property, plant and equipment, useful life | 3 years | |||||||||
Fair Value Inputs, Discount Rate | 8.92% | |||||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 7.00% | |||||||||
Maximum | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Property, plant and equipment, useful life | 7 years | |||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | ||||||||
Fair Value Inputs, Discount Rate | 11.95% | |||||||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 100.00% | |||||||||
Doner | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Variable interest entity, qualitative or quantitative information, ownership percentage | 30.00% | |||||||||
Assets | $ 122,558,000 | 223,305,000 | $ 122,558,000 | 223,305,000 | ||||||
Liabilities | 86,047,000 | 192,340,000 | 86,047,000 | 192,340,000 | ||||||
Doner | Aggregate 2012 Acquisitions | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Ownership interest percentage increase on exercise of option | 70.00% | |||||||||
Real Estate Joint Venture [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Distributions from non-consolidated affiliates | 3,096 | |||||||||
Equity method investment, realized gain (loss) on disposal | 3,058 | |||||||||
Contingent Payment [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 41,910 | $ 1,751 | $ 36,344,000 | $ 16,467,000 | $ 35,914,000 | |||||
Six Point Seven Five Percentage Notes [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | ||
Debt Instrument, Maturity Year | 2,020 | |||||||||
Debt Instrument, Maturity Date | Apr. 1, 2020 | |||||||||
Interest Expense [Member] | Fixed Payment [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 2,543,000 | $ 2,186,000 | $ 232,000 | |||||||
Equity Method Investments [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Number of investments sold | investment | 1 | |||||||||
Cost-method Investments [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Number of investments sold | investment | 6 | 2 | ||||||||
Proceeds from sale of other investments | $ 11,364 | $ 8,248,000 | ||||||||
Qualitative Assessment [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Number of Reporting Units | 3 | |||||||||
Quantitative Assessment [Member] | ||||||||||
Significant Accounting Policies [Line Items] | ||||||||||
Number of Reporting Units | 13 | 7 |
Loss per Common Share - Schedu
Loss per Common Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||||||||||
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | $ (24,511) | $ (5,166) | $ 31,072 | $ (23,417) | $ (6,381) | $ (1,868) | $ 19,555 | $ (7,213) | $ (22,022) | $ 4,093 | $ (133,202) |
Numerator | |||||||||||
Net income attributable to the noncontrolling interests | (9,054) | (6,890) | (6,461) | ||||||||
Income (Loss) from Continuing Operations Attributable to Parent | (31,076) | (2,797) | (139,663) | ||||||||
Effect of dilutive securities | 0 | 0 | 0 | ||||||||
Income (Loss) from Continuing Operations Attributable to Parent, Diluted | $ (31,076) | $ (2,797) | $ (139,663) | ||||||||
Denominator | |||||||||||
Denominator for basic loss per common share – weighted average common shares | 49,875,282 | 49,545,350 | 47,108,406 | ||||||||
Effect of dilutive securities: | |||||||||||
Dilutive potential common shares | 0 | 0 | 0 | ||||||||
Denominator for diluted loss per common share – adjusted weighted shares and assumed conversions | 49,875,282 | 49,545,350 | 47,108,406 | ||||||||
Basic and Diluted loss per common share from continuing operations | $ (0.62) | $ (0.06) | $ (2.96) |
Loss per Common Share - Textua
Loss per Common Share - Textual (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 947,465 | 1,114,681 | 1,488,958 |
Acquisitions - Textual (Detail
Acquisitions - Textual (Details) - USD ($) | Mar. 28, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 31, 2015 | May. 01, 2015 | Aug. 18, 2014 | Aug. 01, 2014 | Jul. 31, 2014 | Jun. 03, 2014 | Feb. 14, 2014 | Jan. 01, 2014 |
Business Acquisition [Line Items] | ||||||||||||
Pro forma revenue | $ 13,703,000 | |||||||||||
Pro forma net income (loss) | $ (10,922,000) | |||||||||||
Ownership percentage by parent | 100.00% | |||||||||||
Adjustments to deferred acquisition consideration included in share-based compensation | $ 9,357 | $ 7,802 | $ 6,240 | |||||||||
Aggregate 2015 Acquisitions [Domain] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | 55,279 | |||||||||||
Cost of acquired entity, cash paid | 23,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 32,279 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 16,721 | |||||||||||
Goodwill | $ 43,654 | |||||||||||
Intangible assets amortization period (years) | 6 years 4 months | |||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 9,720 | |||||||||||
Aggregate 2015 Step Up Transactions [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | 200,822 | |||||||||||
Cost of acquired entity, cash paid | 37,467 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 163,355 | |||||||||||
Aggregate 2014 Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | 151,202,000 | |||||||||||
Cost of acquired entity, cash paid | 67,236,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 83,966,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 64,733,000 | |||||||||||
Goodwill | 146,806,000 | |||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 149,232,000 | |||||||||||
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 | $ 908,000 | |||||||||||
Aggregate 2013 Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 35,591,000 | |||||||||||
Cost of acquired entity, cash paid | 12,000,000 | |||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 23,591,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 10,961,000 | |||||||||||
Goodwill | 32,786,000 | |||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 43,747,000 | |||||||||||
Y Media Labs LLC [Domain] | Aggregate 2015 Acquisitions [Domain] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of voting interests acquired | 60.00% | |||||||||||
Unique Influence LLC [Domain] | Aggregate 2015 Acquisitions [Domain] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition, Percentage of Net Assets Acquired | 100.00% | |||||||||||
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% | |||||||||||
Trapeze Media Limited | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Ownership percentage by parent | 18.00% | |||||||||||
Local Biz Now | Aggregate 2013 Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of voting interests acquired | 70.00% | |||||||||||
Doner | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Variable interest entity, qualitative or quantitative information, ownership percentage | 30.00% | |||||||||||
Doner | Aggregate 2012 Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of voting interests acquired | 70.00% | |||||||||||
Additional Paid-in Capital | Aggregate 2015 Step Up Transactions [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 42,780 | |||||||||||
Noncontrolling Interest [Member] | Aggregate 2015 Step Up Transactions [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 8,708 | |||||||||||
Noncontrolling Interest [Member] | Aggregate 2014 Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 50,552,000 | |||||||||||
Noncontrolling Interest [Member] | Aggregate 2013 Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ 10,657,000 | |||||||||||
Redeemable Noncontrolling Interest [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 155,042,000 | 4,820,000 | $ 4,270,000 | |||||||||
Redeemable Noncontrolling Interest [Member] | Aggregate 2015 Acquisitions [Domain] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 1,999 | |||||||||||
Redeemable Noncontrolling Interest [Member] | Aggregate 2015 Step Up Transactions [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | $ 149,335 | |||||||||||
Redeemable Noncontrolling Interest [Member] | Aggregate 2014 Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | $ 13,327,000 |
Acquisitions - Schedule of Net
Acquisitions - Schedule of Net Income (Loss) Attributable to Parent and Transfers (to) from Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Noncontrolling Interest [Line Items] | |||||||||||
Net loss attributable to MDC Partners Inc. | $ (26,222) | $ (8,604) | $ 29,560 | $ (32,091) | $ (26,759) | $ (4,922) | $ 16,470 | $ (8,846) | $ (37,357) | $ (24,057) | $ (148,863) |
Transfers (to) from the noncontrolling interests | |||||||||||
Increase (Decrease) in Noncontrolling Interests from Business Acquisitions | (51,488) | (17,831) | (4,939) | ||||||||
Change from net loss attributable to MDC Partners Inc. and transfers (to) from noncontrolling interests | (80,137) | (33,049) | (137,789) | ||||||||
Additional Paid-in Capital [Member] | |||||||||||
Transfers (to) from the noncontrolling interests | |||||||||||
Increase (Decrease) in Noncontrolling Interests from Business Acquisitions | $ (42,780) | $ (8,992) | $ 11,074 |
Fixed Assets - Schedule of Pro
Fixed Assets - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 160,111 | $ 155,323 |
Accumulated Depreciation | (96,554) | (95,083) |
Net Book Value | 63,557 | 60,240 |
Computers, furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 87,213 | 91,272 |
Accumulated Depreciation | (62,901) | (65,451) |
Net Book Value | 24,312 | 25,821 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 72,898 | 64,051 |
Accumulated Depreciation | (33,653) | (29,632) |
Net Book Value | $ 39,245 | $ 34,419 |
Fixed Assets - Textual (Detail
Fixed Assets - Textual (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 18,871 | $ 16,462 | $ 16,742 |
Capital Lease Obligations | |||
Property, Plant and Equipment [Line Items] | |||
Capital leased assets, gross | 1,959 | 2,072 | |
Capital leases, lessee balance sheet, assets by major class, accumulated depreciation | $ 1,378 | $ 1,091 |
Accrued and Other Liabilities
Accrued and Other Liabilities - Schedule of Changes in Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accrued Liabilities and Other Liabilities [Roll Forward] | |||
Beginning balance | $ 6,014 | $ 5,210 | $ 3,624 |
Income attributable to noncontrolling interests | 9,054 | 6,890 | 6,461 |
Distributions to noncontrolling interests | (9,503) | (6,523) | (5,525) |
Other | (92) | 437 | 650 |
Ending balance | $ 5,473 | $ 6,014 | $ 5,210 |
Accrued and Other Liabilities59
Accrued and Other Liabilities - Textual (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued Liabilities and Other Liabilities [Abstract] | ||||
Accrued media cost, current | $ 187,540 | $ 168,508 | ||
Trust Liability, Current | 5,122 | 6,419 | ||
Accrued and Other Liabilities Attributable To Noncontrolling Interest | $ 5,473 | $ 6,014 | $ 5,210 | $ 3,624 |
Goodwill and Intangible Asset60
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Beginning Balance | $ 851,373 | |
Ending Balance | 870,301 | $ 851,373 |
Strategic Marketing Services | ||
Goodwill [Roll Forward] | ||
Beginning Balance | 851,373 | 744,333 |
Acquired goodwill | 43,654 | 149,234 |
Goodwill, Purchase Accounting Adjustments | 2,428 | 3,170 |
Foreign currency translation | (22,298) | (11,318) |
Acquisition purchase price adjustments | 27,706 | |
Ending Balance | $ 870,301 | $ 851,373 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Intangibles: | ||
Trademarks (indefinite life) | $ 17,780 | $ 17,780 |
Intangible assets, gross | 187,337 | 182,597 |
Less accumulated amortization | (114,955) | (96,476) |
Total intangible assets-net | 72,382 | 86,121 |
Other Intangible Assets | ||
Intangibles: | ||
Intangible assets, gross | 33,638 | 31,408 |
Less accumulated amortization | (17,351) | (13,001) |
Intangible assets, net | 16,287 | 18,407 |
Customer Relationships | ||
Intangibles: | ||
Intangible assets, gross | 135,919 | 133,409 |
Less accumulated amortization | (97,604) | (83,475) |
Intangible assets, net | $ 38,315 | $ 49,934 |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets - Textual (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | |||
Goodwill, impaired, accumulated impairment loss | $ 46,883,000 | ||
Goodwill, Impairment Loss | $ 0 | ||
Weighted average amortization period | 6 years | ||
Finite lived intangible assets amortization expenses | $ 30,024,000 | $ 29,749,000 | $ 18,456,000 |
Other Intangible Assets | |||
Goodwill [Line Items] | |||
Weighted average amortization period | 7 years | ||
Customer Relationships | |||
Goodwill [Line Items] | |||
Weighted average amortization period | 5 years | ||
Sale of Subsidiary Gain (Loss) [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Impairment Loss | $ 15,564 |
Goodwill and Intangible Asset63
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets Amortization Expense (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,015 | $ 18,532 |
2,016 | 12,363 |
2,017 | 9,530 |
2,018 | 6,796 |
2,019 | $ 2,791 |
Income Taxes - Schedule of Inc
Income Taxes - Schedule of Income before income tax, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Line Items] | |||
Loss from continuing operations before income taxes, equity in affiliates | $ (17,416) | $ 15,109 | $ (137,850) |
Domestic Tax Authority | |||
Income Tax [Line Items] | |||
Loss from continuing operations before income taxes, equity in affiliates | 23,180 | 46,728 | 21,661 |
Foreign Tax Authority | |||
Income Tax [Line Items] | |||
Loss from continuing operations before income taxes, equity in affiliates | $ (40,596) | $ (31,619) | $ (159,511) |
Income Taxes - Schedule of Com
Income Taxes - Schedule of Components of Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Line Items] | |||
Current tax provision | $ 3,840 | $ 1,459 | $ 1,060 |
Deferred tax provision (benefit): | 1,824 | 10,963 | (5,427) |
Income tax provision (benefit) | 5,664 | 12,422 | (4,367) |
United States Federal | |||
Income Tax [Line Items] | |||
Current tax provision | 0 | 0 | 0 |
Deferred tax provision (benefit): | 6,944 | 13,402 | 7,505 |
United States And Local | |||
Income Tax [Line Items] | |||
Current tax provision | 1,375 | 907 | 213 |
Deferred tax provision (benefit): | 3,195 | 1,971 | 1,027 |
Foreign | |||
Income Tax [Line Items] | |||
Current tax provision | 2,465 | 552 | 847 |
Deferred tax provision (benefit): | $ (8,315) | $ (4,410) | $ (13,959) |
Income Taxes - Schedule of Eff
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interest | $ (17,416) | $ 15,109 | $ (137,850) |
Statutory income tax rate | 26.50% | 26.50% | 26.50% |
Tax expense (benefit) using statutory income tax rate | $ (4,615) | $ 4,004 | $ (36,530) |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount | 3,524 | 1,459 | 1,060 |
Non-deductible stock-based compensation | 3,354 | 1,982 | 24,357 |
Other non-deductible expense | (2,102) | 2,151 | 942 |
Change to valuation allowance on items affecting taxable income | 5,468 | 2,003 | 6,952 |
Effect of the difference in federal and statutory rates | 1,906 | 2,222 | (15) |
Noncontrolling interests | (2,399) | (1,826) | (1,712) |
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount | 528 | 427 | 579 |
Income tax provision (benefit) | $ 5,664 | $ 12,422 | $ (4,367) |
Effective income tax rate | (32.50%) | 82.20% | (3.20%) |
Income Taxes - Schedule of Def
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Capital assets and other | $ 43,031 | $ 45,496 |
Net operating loss carry forwards | 37,490 | 39,525 |
Interest deductions | 17,347 | 17,456 |
Refinancing charge | 144 | 5,176 |
Deferred acquisition consideration | 16,197 | 5,204 |
Stock compensation | 3,033 | 1,561 |
Pension plan | 3,770 | 3,597 |
Deferred Tax Assets, Unrealized Currency Losses | 15,548 | 6,954 |
Capital loss carry forwards | 10,630 | 14,834 |
Accounting reserves | 6,700 | 5,135 |
Gross deferred tax asset | 153,890 | 144,938 |
Less: valuation allowance | (124,143) | (119,117) |
Net deferred tax assets | 29,747 | 25,821 |
Disclosed Deferred Tax Liabilities | 92,844 | 78,044 |
Deferred tax liabilities: | ||
Deferred finance charges | (323) | (386) |
Capital assets and other | (797) | (396) |
Goodwill amortization | (91,724) | (77,603) |
Total deferred tax liabilities | (92,844) | (78,385) |
Disclosed as: | ||
Deferred tax liabilities (assets), net | (63,097) | (52,564) |
Disclosed Deferred Tax Assets | $ 29,747 | $ 25,480 |
Income Taxes - Schedule of Cha
Income Taxes - Schedule of Changes in Tax Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Reserve [Roll Forward] | |||
Beginning Balance | $ 3,073 | $ 3,073 | $ 3,073 |
Charges to income tax expense | 960 | 0 | 0 |
Settlement of uncertainty | 428 | ||
Ending Balance | $ 3,605 | $ 3,073 | $ 3,073 |
Income Taxes - Textual (Detail
Income Taxes - Textual (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Line Items] | |||
Non-deductible stock-based compensation | $ 3,354 | $ 1,982 | $ 24,357 |
Change to valuation allowance on items affecting taxable income | 5,468 | 2,003 | 6,952 |
Effect of the difference in federal and statutory rates | 1,906 | 2,222 | (15) |
Income taxes receivable | 615 | 235 | |
Taxes payable | 7,019 | 5,368 | |
Deferred tax liability accrued and other liabilities | 263 | 47 | |
Deferred tax assets other current assets | $ 14,380 | 6,722 | |
Operating loss carryforwards expiration period | 2016 through 2031 | ||
Indefinite loss carryforwards | $ 115,946 | ||
Valuation allowance, deferred tax asset, increase (decrease), amount | 5,468 | 2,003 | 6,952 |
Pension and other postretirement benefit plans, tax | 0 | 1,112 | $ (1,112) |
Unrecognized tax benefits | 4,200 | 4 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 1 | $ 1,093 | |
United States Federal [Member] | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 41,187 | ||
United States | |||
Income Tax [Line Items] | |||
Indefinite loss carryforwards | 35,723 | ||
Foreign Tax Authority | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 71,111 | ||
Canadian [Member] | |||
Income Tax [Line Items] | |||
Indefinite loss carryforwards | 80,223 | ||
State and Local Jurisdiction [Member] | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 182,738 | ||
Canada Revenue Agency [Member] | |||
Income Tax [Line Items] | |||
Effect of the difference in federal and statutory rates | $ 1,906 |
Discontinued Operations - Text
Discontinued Operations - Textual (Details) | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013subsidiary | May. 31, 2015USD ($) | |
Entity Information [Line Items] | ||||
Number of subsidiaries discontinued | subsidiary | 2 | |||
Goodwill, Impairment Loss | $ 0 | |||
Sale of Subsidiary Gain (Loss) [Member] | ||||
Entity Information [Line Items] | ||||
Goodwill, Impairment Loss | $ 15,564 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | ||||
Entity Information [Line Items] | ||||
Disposal Group, Including Discontinued Operation, Consideration | $ 0 | |||
Discontinued Operations, Held-for-sale | ||||
Entity Information [Line Items] | ||||
Discontinued operation, other current assets | $ 0 | 5,591 | ||
Discontinued operation, other noncurrent assets | $ 16,409,000 |
Discontinued Operations - Sche
Discontinued Operations - Schedule of Disposal Groups (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Revenue | $ 27,025 | $ 70,041 | $ 89,659 |
Operating loss | (322) | (4,704) | (324) |
Other expense | (752) | (458) | (522) |
Noncontrolling interest expense recovery | 0 | 0 | (55) |
Loss on disposal | (5,207) | (16,098) | (8,299) |
Net loss from discontinued operations | $ (6,281) | $ (21,260) | $ (9,200) |
Debt - Schedule of Debt (Detai
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 02, 2014 | Dec. 31, 2013 | Nov. 15, 2013 | Mar. 20, 2013 |
Debt [Line Items] | ||||||
Debt instrument, unamortized premium | $ 5,838 | $ 7,017 | ||||
Note payable and other bank loans | 0 | 0 | ||||
Debt, long-term and short-term, combined amount, total | 740,838 | 742,017 | ||||
Obligations under capital leases | 670 | 1,110 | ||||
Debt and capital lease obligations | 741,508 | 743,127 | ||||
Less: Current portion | 470 | 534 | ||||
Long-term debt, less current portion | 741,038 | 742,593 | ||||
6.75% Notes | ||||||
Debt [Line Items] | ||||||
Senior notes | $ 735,000 | $ 735,000 | ||||
Stated interest rate | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% |
Wells Fargo Capital Finance, Llc [Member] | Revolving Credit Facility [Member] | ||||||
Debt [Line Items] | ||||||
Long-term Line of Credit | $ 0 | $ 0 |
Debt - Schedule of Future Prin
Debt - Schedule of Future Principal Repayments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
2,015 | $ 470 |
2,016 | 175 |
2,017 | 10 |
2,018 | 8 |
2,019 | 735,007 |
2021 and thereafter | 0 |
Future principal repayments of long term debt including capital lease obligations | $ 735,670 |
Debt - Schedule of Future Mini
Debt - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,015 | $ 495 | |
2,016 | 182 | |
2,017 | 10 | |
2,018 | 8 | |
2,019 | 7 | |
2021 and thereafter | 0 | |
Capital leases, future minimum payments due, total | 702 | |
Less: imputed interest | (32) | |
Capital leases, future minimum payments, net minimum payments, total | 670 | $ 1,110 |
Less: current portion | (470) | |
Capital lease obligations, noncurrent | $ 200 |
Debt - Textual (Details)
Debt - Textual (Details) - USD ($) | Oct. 23, 2014 | Apr. 02, 2014 | Nov. 15, 2013 | Mar. 20, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Debt [Line Items] | |||||||
Interest expense, debt, total | $ 53,090,000 | $ 50,832,000 | $ 92,704,000 | ||||
Loss on redemption of Notes | 0 | 0 | (55,588,000) | ||||
Interest expense amortization of debt premium | 1,178,000 | 975,000 | 4,262,000 | ||||
Amortization of financing costs | 3,448,000 | 3,222,000 | $ 12,024,000 | ||||
Debt instrument, unamortized premium | 5,838,000 | 7,017,000 | |||||
Letters of credit outstanding, amount | 5,033,000 | ||||||
Outstanding Checks | $ 73,558,000 | $ 72,147,000 | |||||
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 | Sep. 30, 2019 | ||||||
6.75% Notes Issued in April 2014 | |||||||
Debt [Line Items] | |||||||
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% | 6.75% | 6.75% | |
Debt Instrument, Maturity Year | 2,020 | ||||||
Debt instrument, maturity date | Apr. 1, 2020 | ||||||
Proceeds from issuance of debt | $ 537,600,000 | ||||||
Debt instrument, face amount | $ 550,000,000 | ||||||
Debt instrument, percentage of redemption price, redemption date one | 103.375% | ||||||
Debt instrument, redemption date, one | Apr. 1, 2016 | ||||||
Debt instrument, percentage of redemption price, redemption date two | 101.688% | ||||||
Debt instrument, redemption date, two | Apr. 1, 2017 | ||||||
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 | Apr. 1, 2018 | ||||||
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] | |||||||
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% | ||||||
Revolving Credit Facility [Member] | Wells Fargo Capital Finance, LLC | |||||||
Debt [Line Items] | |||||||
Long-term Line of Credit, Noncurrent | $ 0 | ||||||
Line of Credit Facility, Expiration Date | Dec. 31, 2018 | ||||||
Line of credit facility, increase (decrease) | $ 100,000,000 | ||||||
Maximum borrowing capacity | $ 325,000,000 | $ 225,000,000 | |||||
Debt Instrument, Basis Spread on Variable Rate, Rate Reduction from Amendment | 25.00% | ||||||
Revolving Credit Facility [Member] | Wells Fargo Capital Finance, LLC | Base Rate | |||||||
Debt [Line Items] | |||||||
Stated interest rate | 1.00% | 1.00% | |||||
Revolving Credit Facility [Member] | Wells Fargo Capital Finance, LLC | London Interbank Offered Rate (LIBOR) | |||||||
Debt [Line Items] | |||||||
Stated interest rate | 1.75% | 1.75% | |||||
Interest Expense [Member] | Fixed Payment [Member] | |||||||
Debt [Line Items] | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 2,543,000 | $ 2,186,000 | $ 232,000 |
Share Capital - Schedule of Sh
Share Capital - Schedule of Share Based Compensation Performance and Time Based (Details) - Employee Stock Option - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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 | 86,030 | 462,666 | 534,779 |
Weighted average grant date fair value, beginning balance | $ 23.14 | $ 9.79 | $ 10.73 |
Number outstanding, granted | 80,000 | 120,578 | 300,756 |
Weighted average grant date fair value, granted | $ 21.76 | $ 25.09 | $ 8.97 |
Number outstanding, vested | (68,067) | (497,214) | (353,858) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 25.21 | $ 9.62 | $ 10.63 |
Number outstanding, forfeited | 0 | 0 | (19,011) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | $ 7.90 |
Number outstanding, ending balance | 97,963 | 86,030 | 462,666 |
Weighted average grant date fair value, ending balance | $ 19.61 | $ 23.14 | $ 9.79 |
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 | 916,141 | 913,788 | 835,438 |
Weighted average grant date fair value, beginning balance | $ 16.36 | $ 12.54 | $ 8.48 |
Number outstanding, granted | 191,155 | 293,705 | 2,612,520 |
Weighted average grant date fair value, granted | $ 20.42 | $ 21.99 | $ 16.83 |
Number outstanding, vested | (297,794) | (264,478) | (2,499,083) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 12.35 | $ 10.88 | $ 15.79 |
Number outstanding, forfeited | (35,000) | (26,874) | (35,087) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 21.69 | $ 11.52 | $ 10.91 |
Number outstanding, ending balance | 774,502 | 916,141 | 913,788 |
Weighted average grant date fair value, ending balance | $ 18.71 | $ 16.36 | $ 12.54 |
Share Capital - Schedule of 77
Share Capital - Schedule of Shared Based Compensation, Stock Options (Details) - Employee Stock Option - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Stock Incentive Plan [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 0 | 0 | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Number outstanding, beginning balance | 112,500 | 112,500 | 112,500 | |
Weighted average price per share, beginning balance | $ 5.70 | $ 6.03 | $ 6.35 | |
Number exercisable, beginning balance | 112,500 | 112,500 | 112,500 | |
Weighted average price per share, exercisable, beginning balance | $ 5.70 | $ 6.03 | $ 6.35 | |
Weighted average price per share, vested | $ 0 | $ 0 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 0 | 0 | 0 | |
Number outstanding, granted | 0 | 0 | 0 | |
Weighted average price per share, granted | $ 0 | $ 0 | $ 0 | |
Number outstanding, exercised | 37,500 | 0 | 0 | |
Weighted average price per share, exercised | $ 4.72 | $ 0 | $ 0 | |
Number outstanding, expired and cancelled | 0 | 0 | 0 | |
Weighted average price per share, expired and cancelled | $ 0 | $ 0 | $ 0 | |
Number outstanding, ending balance | 75,000 | 112,500 | 112,500 | |
Weighted average price per share, ending balance | $ 5.28 | $ 5.70 | $ 6.03 | |
Number exercisable, ending balance | 75,000 | 112,500 | 112,500 | |
Weighted average price per share, exercisable, ending balance | $ 5.28 | $ 5.70 | $ 6.03 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | 0 | 0 | 0 |
Share Capital - Schedule of 78
Share Capital - Schedule of Share Based Compensation, Activity (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Employee Stock Incentive Plan [Line Items] | |
Weighted Average Contractual Life | 10 months 27 days |
Weighted Average Contractual Life | 10 months 27 days |
Range of exercise prices, minimum | $ 4.72 |
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 | shares | 75,000 |
Weighted Average Contractual Life | 11 months 1 day |
Weighted Average Price per Share | $ 5.28 |
Exercisable Number | shares | 75,000 |
Weighted Average Price per Share | $ 5.28 |
Weighted Average Contractual Life | 11 months 1 day |
Share Capital - Schedule of 79
Share Capital - Schedule of Share Based Compensation, Stock Appreciation Rights (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Appreciation Rights | |||
Share-based Compensation Arrangement by Share-based Payment Award, Stock Appreciation Rights, Outstanding [Roll Forward] | |||
Number outstanding, beginning balance | 0 | 0 | 4,633,146 |
Weighted average price per share, beginning balance | $ 0 | $ 0 | $ 2.49 |
Number exercisable, beginning balance | 0 | 0 | 4,633,146 |
Weighted average price per share, exercisable, beginning balance | $ 0 | $ 0 | $ 2.49 |
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 | 0 | (4,633,146) |
Weighted average price per share, exercised | $ 0 | $ 0 | $ 2.49 |
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 | 0 |
Weighted average price per share, ending balance | $ 0 | $ 0 | $ 0 |
Number exercisable, ending balance | 0 | 0 | 0 |
Weighted average price per share, exercisable, ending balance | $ 0 | $ 0 | $ 0 |
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 | 0 |
Number outstanding, vested | 0 | 0 | 0 |
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 80
Share Capital - Schedule of Share Based Compensation, Equity Value Appreciation Awards (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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 | 0 | 1,917,000 |
Weighted average grant date fair value, beginning balance | $ 0 | $ 0 | $ 15.33 |
Number outstanding, vested | 0 | 0 | (1,917,000) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | $ 15.33 |
Number outstanding, granted | 0 | 0 | 0 |
Weighted average grant date fair value, granted | $ 0 | $ 0 | $ 0 |
Number outstanding, expired and cancelled | 0 | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 0 | $ 0 | $ 0 |
Number outstanding, ending balance | 0 | 0 | 0 |
Weighted average grant date fair value, ending balance | $ 0 | $ 0 | $ 0 |
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 | 0 | 0 |
Weighted average grant date fair value, beginning balance | $ 0 | $ 0 | $ 0 |
Number outstanding, ending balance | 0 | 0 | 0 |
Weighted average grant date fair value, ending balance | $ 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 | 0 | 1,917,000 |
Number outstanding, vested | 0 | 0 | (1,917,000) |
Number outstanding, granted | 0 | 0 | 0 |
Number outstanding, expired and cancelled | 0 | 0 | 0 |
Number outstanding, ending balance | 0 | 0 | 0 |
Share Capital - Textual (Detai
Share Capital - Textual (Details) | 12 Months Ended | 48 Months Ended | 84 Months Ended | ||||||||
Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares | Dec. 31, 2003shares | Dec. 31, 2006 | Dec. 31, 2013 | Dec. 31, 2011shares | Jun. 01, 2011shares | Jun. 02, 2009shares | May. 30, 2008shares | May. 26, 2005shares | |
Share Capital [Line Items] | |||||||||||
Compensation cost not yet recognized | $ | $ 0 | ||||||||||
Options, outstanding, intrinsic value | $ | 1,233,000 | ||||||||||
Proceeds from exercise of options | $ | 224,000 | $ 0 | $ 0 | ||||||||
Options, exercises in period, intrinsic value | $ | $ 471,000 | 0 | 0 | ||||||||
Options, outstanding, weighted average remaining contractual term | 10 months 27 days | ||||||||||
Options, vested, weighted average remaining contractual term | 10 months 27 days | ||||||||||
Reserved shares | 2,071,237 | ||||||||||
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 | $ | $ 224,000 | $ 0 | $ 0 | ||||||||
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 | $ | $ 5,394,000 | $ 7,659,000 | $ 43,227,000 | ||||||||
Tax benefit from compensation expense | $ | 4,678,000 | 11,874,000 | 17,219,000 | ||||||||
Restricted stock and restricted unit awards, fair value | $ | 18,950,000 | ||||||||||
Nonvested awards, compensation not yet recognized, share-based awards other than options | $ | $ 8,790,000 | ||||||||||
Number of shares available for grant (in shares) | 1,123,772 | ||||||||||
Stock Appreciation Rights (SARs) | |||||||||||
Share Capital [Line Items] | |||||||||||
Expiration period (years) | 4 years | 10 years | |||||||||
Tax benefit from compensation expense | $ | $ 0 | 0 | 12,682,000 | ||||||||
Compensation cost not yet recognized | $ | $ 0 | ||||||||||
Number of shares available for grant (in shares) | 1,123,772 | ||||||||||
Shares to be issued on vested | 0 | ||||||||||
Equity instruments other than options, exercised in period, value | $ | $ 0 | $ 0 | 80,323,000 | ||||||||
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 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 0 | 1,917,000 | ||||||||
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 | 297,794 | 264,478 | 2,499,083 | ||||||||
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 4 months | ||||||||||
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 | 68,067 | 497,214 | 353,858 | ||||||||
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 6 months | ||||||||||
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
Fair Value Measurements - Fair Value Measurements Measured on a Recurring Basis (Details) - Fair Value, Inputs, Level 1 - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Liabilities: | ||
Long term debt, carrying amount | $ 740,838 | $ 742,017 |
Long term debt, fair value | $ 765,319 | $ 751,538 |
Fair Value Measurements - Sche
Fair Value Measurements - Schedule of Changes to Deferred Acquisition Consideration (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | $ 347,104,000 | $ 205,368,000 | $ 347,104,000 | $ 205,368,000 | ||
Payments Related To Acquisition | 134,056,000 | 78,322,000 | $ 119,572,000 | |||
Contingent Payment [Member] | ||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 41,910 | 1,751 | 36,344,000 | 16,467,000 | 35,914,000 | |
Contingent Payment [Member] | Fair Value, Inputs, Level 3 | ||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||||
Business Combination, Contingent Consideration, Liability | $ 306,734,000 | $ 172,227,000 | 306,734,000 | 172,227,000 | $ 151,848,000 | |
Payments Related To Acquisition | 77,301,000 | 61,441,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||||
Business Combination, Consideration Transferred, Liabilities Incurred | [1] | 174,530,000 | 68,642,000 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | [2] | 41,636,000 | 20,816,000 | |||
Transfers (to) from fixed payments | 0 | (5,146,000) | ||||
Liabilities, Fair Value Adjustment | $ (4,358,000) | $ (2,492,000) | ||||
[1] | . | |||||
[2] | . |
Fair Value Measurements - Text
Fair Value Measurements - Textual (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Business Combination, Contingent Consideration, Liability | $ 347,104 | $ 205,368 |
Fixed Payment [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Business Combination, Contingent Consideration, Liability | $ 40,370 | $ 33,141 |
Segment Information - Schedule
Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 359,013 | $ 328,415 | $ 336,606 | $ 302,222 | $ 339,911 | $ 309,391 | $ 299,356 | $ 274,854 | $ 1,326,256 | $ 1,223,512 | $ 1,062,478 |
Cost of services sold | 231,330 | 212,925 | 225,042 | 210,419 | 222,626 | 205,549 | 188,875 | 181,468 | 879,716 | 798,518 | 704,969 |
Office and general expenses | 322,207 | 290,073 | 355,964 | ||||||||
Depreciation and amortization | 52,223 | 47,172 | 36,139 | ||||||||
Operating income (loss) | 72,110 | 87,749 | (34,594) | ||||||||
Other Income (Expense): | |||||||||||
Other income, net | 7,238 | 689 | 2,531 | ||||||||
Foreign exchange loss | (39,328) | (18,482) | (5,516) | ||||||||
Interest expense and finance charges, net | (57,436) | (54,847) | (100,271) | ||||||||
Income (loss) from continuing operations before income taxes and equity in earnings of non-consolidated affiliates | (17,416) | 15,109 | (137,850) | ||||||||
Income tax expense | 5,664 | 12,422 | (4,367) | ||||||||
Income (loss) from continuing operations before equity in earnings of non-consolidated affiliates | (23,080) | 2,687 | (133,483) | ||||||||
Equity in earnings of non-consolidated affiliates | 1,058 | 1,406 | 281 | ||||||||
Income (loss) from continuing operations | (24,511) | (5,166) | 31,072 | (23,417) | (6,381) | (1,868) | 19,555 | (7,213) | (22,022) | 4,093 | (133,202) |
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes | (6,281) | (21,260) | (9,200) | ||||||||
Net loss | (28,303) | (17,167) | (142,402) | ||||||||
Net income attributable to the noncontrolling interests | (9,054) | (6,890) | (6,461) | ||||||||
Net loss attributable to MDC Partners Inc. | (26,222) | $ (8,604) | $ 29,560 | $ (32,091) | (26,759) | $ (4,922) | $ 16,470 | $ (8,846) | (37,357) | (24,057) | (148,863) |
Stock-based compensation | 17,796 | 17,696 | 100,405 | ||||||||
Capital expenditures from continuing operations | 23,575 | 26,416 | 16,809 | ||||||||
Intangible Assets, Net (Including Goodwill) | 942,683 | 937,494 | 942,683 | 937,494 | 800,595 | ||||||
Total assets | 1,590,250 | 1,648,890 | 1,590,250 | 1,648,890 | 1,425,227 | ||||||
Strategic Marketing Services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 1,326,256 | 1,223,512 | 1,062,478 | ||||||||
Cost of services sold | 879,716 | 798,518 | 704,969 | ||||||||
Office and general expenses | 258,809 | 223,781 | 212,933 | ||||||||
Depreciation and amortization | 50,449 | 45,387 | 34,745 | ||||||||
Operating income (loss) | 137,282 | 155,826 | 109,831 | ||||||||
Other Income (Expense): | |||||||||||
Net income attributable to the noncontrolling interests | (9,024) | (6,890) | (6,459) | ||||||||
Stock-based compensation | 15,056 | 12,033 | 8,950 | ||||||||
Capital expenditures from continuing operations | 23,204 | 25,079 | 14,677 | ||||||||
Intangible Assets, Net (Including Goodwill) | 942,683 | 937,494 | 942,683 | 937,494 | 800,595 | ||||||
Total assets | 1,375,372 | 1,368,137 | 1,375,372 | 1,368,137 | 1,220,753 | ||||||
Corporate Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Cost of services sold | 0 | 0 | 0 | ||||||||
Office and general expenses | 63,398 | 66,292 | 143,031 | ||||||||
Depreciation and amortization | 1,774 | 1,785 | 1,394 | ||||||||
Operating income (loss) | (65,172) | (68,077) | (144,425) | ||||||||
Other Income (Expense): | |||||||||||
Net income attributable to the noncontrolling interests | (30) | 0 | (2) | ||||||||
Stock-based compensation | 2,740 | 5,663 | 91,455 | ||||||||
Capital expenditures from continuing operations | 371 | 1,337 | 2,132 | ||||||||
Intangible Assets, Net (Including Goodwill) | 0 | 0 | 0 | 0 | 0 | ||||||
Total assets | $ 214,878 | $ 280,753 | $ 214,878 | $ 280,753 | $ 204,474 |
Segment Information - Addition
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2015segment | |
Strategic Marketing Services | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 1 |
Segment Information - Schedu87
Segment Information - Schedule of Fixed Assets, Goodwill and Intangibles, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Long-lived Assets | $ 63,557 | $ 60,240 | $ 63,557 | $ 60,240 | |||||||
Intangible Assets, Net (Including Goodwill) | 942,683 | 937,494 | 942,683 | 937,494 | $ 800,595 | ||||||
Revenue | 359,013 | $ 328,415 | $ 336,606 | $ 302,222 | 339,911 | $ 309,391 | $ 299,356 | $ 274,854 | 1,326,256 | 1,223,512 | 1,062,478 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived Assets | 52,305 | 48,884 | 52,305 | 48,884 | |||||||
Intangible Assets, Net (Including Goodwill) | 798,746 | 759,035 | 798,746 | 759,035 | |||||||
Revenue | 1,085,051 | 993,474 | 870,525 | ||||||||
Canada | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived Assets | 6,817 | 7,099 | 6,817 | 7,099 | |||||||
Intangible Assets, Net (Including Goodwill) | 122,821 | 154,349 | 122,821 | 154,349 | |||||||
Revenue | 129,039 | 150,390 | 135,630 | ||||||||
Other Geographical Location | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived Assets | 4,435 | 4,257 | 4,435 | 4,257 | |||||||
Intangible Assets, Net (Including Goodwill) | $ 21,116 | $ 24,110 | 21,116 | 24,110 | |||||||
Revenue | $ 112,166 | $ 79,648 | $ 56,323 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, CAD in Thousands | May. 06, 2013$ / shares | May. 06, 2013CADd | Nov. 30, 2013USD ($) | Nov. 30, 2013CAD | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jul. 31, 2014 |
Trapeze Media Limited | Union Advertising Canada LC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Percentage of voting interests acquired | 100.00% | |||||||
Former Chief Executive Officer [Member] | Services fees and incentive awards [Domain] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | $ 8,825,000 | $ 13,592,000 | $ 15,992,000 | |||||
Former Chief Executive Officer [Member] | Special Bonus | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | CAD 10,000 | $ 9,649,000 | CAD 10,000 | |||||
Market price threshold, per share | $ / shares | $ 30 | |||||||
Market price threshold, minimum number of days | d | 20 | |||||||
Former Chief Executive Officer [Member] | Expense Reimbursement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 1,877,000 | |||||||
Former Chief Executive Officer [Member] | Bonus Repayment [Domain] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 10,582,000 | |||||||
Aircraft Management Company | Use of Aircraft | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | 398,000 | |||||||
KBS President of Global Accounts [Member] | Total Compensation [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | 943,000 | |||||||
Director of Operations, Attention Partners [Member] | Total Compensation [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | 125,000 | |||||||
Peerage Realty Partners [Domain] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | $ 131 |
Commitments, Contingencies an89
Commitments, Contingencies and Guarantees - Textual (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Temporary Equity [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Redemption Value | $ 69,471 | $ 194,951 | |
Letters of credit outstanding, amount | 5,033 | ||
Operating leases, rent expense | 47,583 | 42,657 | $ 38,366 |
Operating leases, income statement, sublease revenue | 1,739 | $ 1,449 | $ 897 |
Future sublease income receivable | 11,857 | ||
Contractual redemption right [Member] | |||
Temporary Equity [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Redemption Value | 17,964 | ||
Termination or death redemption right [Member] | |||
Temporary Equity [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Redemption Value | 48,900 | ||
Excess initial redemption value [Member] | |||
Temporary Equity [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Redemption Value | 2,607 | ||
Common Class A | Contractual redemption right [Member] | |||
Temporary Equity [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Redemption Value | 107 | ||
Investments [Member] | |||
Temporary Equity [Line Items] | |||
Investment commitments | $ 3,449 |
Commitments, Contingencies an90
Commitments, Contingencies and Guarantees - Schedule of Future Minimum Rental Payments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,015 | $ 39,448 |
2,016 | 37,467 |
2,017 | 37,055 |
2,018 | 33,004 |
2,019 | 30,492 |
2021 and thereafter | 79,272 |
Future minimum payments due, total | $ 256,738 |
Employee Benefit Plans - Sched
Employee Benefit Plans - Schedule of Net Periodic Pension Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Service cost | $ 0 | $ 0 |
Interest cost on benefit obligation | 1,864 | 1,788 |
Expected return on plan assets | (2,069) | (2,025) |
Curtailment and settlements | 0 | 0 |
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), before Tax | 0 | 0 |
Amortization of prior service cost | 0 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax | 103 | |
Amortization of actuarial (gains) losses | 0 | |
Net periodic benefit cost (benefit) | $ (102) | $ (237) |
Employee Benefit Plans - Sch92
Employee Benefit Plans - Schedule of Defined Benefit Plan Amounts in Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Curtailment/settlement | $ 0 | $ 0 |
Current year actuarial (gain) loss | 526 | 11,515 |
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Amortization of Actuarial Gain (Loss), Before Tax | 103 | 0 |
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 | 423 | 11,515 |
Total recognized in net periodic benefit cost and other comprehensive (income) loss | $ 321 | $ 11,278 |
Employee Benefit Plans - Sch93
Employee Benefit Plans - Schedule of Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Change in benefit obligation: | ||
Benefit obligation, Beginning balance | $ 43,799 | $ 32,857 |
Service Cost | 0 | 0 |
Interest Cost | 1,864 | 1,788 |
Change in Mortality | 0 | 3,287 |
Plan amendments | 0 | 0 |
Curtailment/settlement | 0 | 0 |
Actuarial (gains) losses | (2,774) | 7,681 |
Benefits paid | (2,593) | (1,814) |
Benefit obligation, Ending balance | 40,296 | 43,799 |
Change in plan assets: | ||
Fair value of plan assets, Beginning balance | 28,360 | 26,868 |
Actual return on plan assets | (1,232) | 1,478 |
Employer contributions | 655 | 1,828 |
Benefits paid | (2,593) | (1,814) |
Fair value of plan assets, Ending balance | 25,190 | 28,360 |
Unfunded status | $ 15,106 | $ 15,439 |
Employee Benefit Plans - Sch94
Employee Benefit Plans - Schedule of Amounts Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Amounts recognized in the balance sheet consist of: | ||
Noncurrent liability | $ (15,106) | $ (15,439) |
Net amount recognized | $ 15,106 | $ 15,439 |
Employee Benefit Plans - Sch95
Employee Benefit Plans - Schedule of Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Compensation and Retirement Disclosure [Abstract] | ||
Defined Benefit Plan, Accumulated Other Comprehensive Income Net Settlement and Curtailment gain (loss), net of tax | $ (9,219) | $ (8,796) |
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | 9,219 | 8,796 |
Defined Benefit Plan, Accumulated Other Comprehensive Income Net Prior Service Cost (Credit), after Tax | 0 | 0 |
Defined Benefit Plan, Accumulated Other Comprehensive Income Net Transition Assets (Obligations), after Tax | $ 0 | $ 0 |
Employee Benefit Plans - Sch96
Employee Benefit Plans - Schedule of Assumptions Used to Determine Benefit Obligation (Details) | Dec. 31, 2015 | Dec. 31, 2014 |
Compensation and Retirement Disclosure [Abstract] | ||
Discount rate | 4.69% | 4.38% |
Employee Benefit Plans - Sch97
Employee Benefit Plans - Schedule of Assumptions Used to Determine Net Periodic Costs (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||
Discount rate | 4.38% | 5.26% |
Expected return on plan assets | 7.40% | 7.40% |
Employee Benefit Plans - Sch98
Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 25,190 | $ 28,360 | $ 26,868 |
Corporate Bond Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 3,834 | 5,460 | |
Mutual Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 10,006 | 10,606 | |
Foreign Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 291 | 213 | |
Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 9,479 | 11,099 | |
Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 1,580 | 982 | |
Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 19,921 | 22,169 | |
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 | 10,006 | 10,606 | |
Fair Value, Inputs, Level 1 | Foreign Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 291 | 213 | |
Fair Value, Inputs, Level 1 | Common Stock | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 9,479 | 11,099 | |
Fair Value, Inputs, Level 1 | Money Market Funds | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 145 | 251 | |
Fair Value, Inputs, Level 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 5,269 | 6,191 | |
Fair Value, Inputs, Level 2 | Corporate Bond Securities | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | 3,834 | 5,460 | |
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 | 1,435 | 731 | |
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 - Sch99
Employee Benefit Plans - Schedule of Allocation of Plan Assets (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
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 | 6.30% | 3.50% |
Equity Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 60.00% | |
Defined Benefit Plan, Weighted-average Asset Allocation | 68.00% | 65.00% |
Debt Securities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Target Allocation | 40.00% | |
Defined Benefit Plan, Weighted-average Asset Allocation | 25.70% | 31.50% |
Employee Benefit Plans - Sc100
Employee Benefit Plans - Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) (Details) - Pension Plan, Defined Benefit $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Prior service cost (credit) amortization | $ 0 |
Net loss amortization | 137 |
Total | $ 137 |
Employee Benefit Plans - Sc101
Employee Benefit Plans - Schedule of Expected Benefit Payments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Estimated Future Benefit Payments for FYE 12/31 | |
2,015 | $ 1,517 |
2,016 | 1,666 |
2,017 | 1,823 |
2,018 | 1,832 |
2,019 | 2,092 |
2021 – 2025 | $ 11,399 |
Employee Benefit Plans - Textu
Employee Benefit Plans - Textual (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||
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 Other103
Changes in Accumulated Other Comprehensive Income - Schedule of Changes in AOCI(L) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |||
Defined benefit pension, balance January 1 | $ (8,796) | $ 1,607 | |
Foreign currency translation, balance January 1 | 1,044 | (2,404) | |
Total, balance January 1 | (7,752) | (797) | |
Other comprehensive income (loss) before reclassifications, defined benefit plan | 0 | 0 | |
Total, other comprehensive income (loss) before reclassifications | 14,432 | 3,448 | |
Defined benefit pension, amounts reclassified from accumulated other comprehensive income (loss) | (423) | (10,403) | |
Foreign currency translation, amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Pension and other postretirement benefit plans, tax | 0 | 1,112 | $ (1,112) |
Total, amounts reclassified from accumulated other comprehensive income (loss) | (423) | (10,403) | |
Defined benefit pension, other comprehensive income (loss) | (423) | (10,403) | 6,936 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent | 14,432 | 3,448 | |
Total, other comprehensive income (loss) | 14,009 | (6,955) | |
Defined benefit pension, balance December 31 | (9,219) | (8,796) | 1,607 |
Foreign currency translation, balance December 31 | 15,476 | 1,044 | (2,404) |
Total, balance December 31 | $ 6,257 | $ (7,752) | $ (797) |
Changes in Accumulated Other104
Changes in Accumulated Other Comprehensive Income - Schedule of Defined Benefit Plans Disclosure (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Net of Tax | $ 62,000 | $ 0 |
Prior service cost | 0 | |
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), before Tax | 0 | 0 |
Actuarial losses | $ 0 | |
Defined Benefit Plan, Net Periodic Benefit Cost | 103,000 | |
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | $ 41,000 |
Quarterly Results of Operati105
Quarterly Results of Operations - Schedule of Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 359,013 | $ 328,415 | $ 336,606 | $ 302,222 | $ 339,911 | $ 309,391 | $ 299,356 | $ 274,854 | $ 1,326,256 | $ 1,223,512 | $ 1,062,478 |
Cost of services sold | 231,330 | 212,925 | 225,042 | 210,419 | 222,626 | 205,549 | 188,875 | 181,468 | 879,716 | 798,518 | 704,969 |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (24,511) | (5,166) | 31,072 | (23,417) | (6,381) | (1,868) | 19,555 | (7,213) | (22,022) | 4,093 | (133,202) |
Net loss attributable to MDC Partners Inc. | $ (26,222) | $ (8,604) | $ 29,560 | $ (32,091) | $ (26,759) | $ (4,922) | $ 16,470 | $ (8,846) | $ (37,357) | $ (24,057) | $ (148,863) |
Basic | |||||||||||
Continuing operations (in dollars per share) | $ (0.52) | $ (0.15) | $ 0.57 | $ (0.52) | $ (0.17) | $ (0.07) | $ 0.36 | $ (0.17) | |||
Net income (loss) (in dollars per share) | (0.52) | (0.17) | 0.60 | (0.65) | (0.54) | (0.10) | 0.33 | (0.18) | |||
Diluted | |||||||||||
Continuing operations (in dollars per share) | (0.52) | (0.15) | 0.56 | (0.52) | (0.17) | (0.07) | 0.35 | (0.17) | |||
Net income (loss) (in dollars per share) | $ (0.52) | $ (0.17) | $ 0.59 | $ (0.65) | $ (0.54) | $ (0.10) | $ 0.32 | $ (0.18) |
Quarterly Results of Operati106
Quarterly Results of Operations - Textual (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition, Contingent Consideration [Line Items] | |||||
Foreign exchange loss | $ (9,531) | $ (8,066) | $ 39,328,000 | $ 18,482,000 | $ 5,516,000 |
Stock-based compensation | 4,771 | 5,463 | 17,796,000 | 17,696,000 | 22,438,000 |
Contingent Payment [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 41,910 | $ 1,751 | $ 36,344,000 | $ 16,467,000 | $ 35,914,000 |
VALUATION AND QUALIFYING ACC107
VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Doubtful Accounts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 1,409 | $ 2,011 | $ 1,581 |
Charged to Costs and Expenses | 750 | 556 | 1,484 |
Removal of Uncollectable Receivables | (799) | (1,127) | (1,042) |
Translation Adjustments Increase (Decrease) | (54) | (31) | (12) |
Balance at the End of Period | 1,306 | 1,409 | 2,011 |
Valuation Allowance of Deferred Tax Assets [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 119,117 | 137,961 | 134,761 |
Charged to Costs and Expenses | 9,381 | (10,437) | 6,640 |
Other | (149) | (7,062) | (2,212) |
Translation Adjustments Increase (Decrease) | (4,206) | (1,345) | (1,228) |
Balance at the End of Period | $ 124,143 | $ 119,117 | $ 137,961 |
Other Events (Details)
Other Events (Details) - USD ($) | Aug. 07, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 |
Business Interruption Loss [Line Items] | ||||
Initial Perquisites Repayment | $ 11,285 | |||
Bonus Repayment | $ 10,582 | $ 1,500 | $ 1,000 | |
Non-recoverable cash bonus award charge | 5,338 | |||
SEC Investigation [Member] | ||||
Business Interruption Loss [Line Items] | ||||
Insurance Recoveries | 13,705 | |||
Insurance Recoveries | $ 1,000 |