XML 28 R16.htm IDEA: XBRL DOCUMENT v3.19.2
Noncontrolling and Redeemable Noncontrolling Interests
6 Months Ended
Jun. 30, 2019
Noncontrolling Interest [Abstract]  
Noncontrolling and Redeemable Noncontrolling Interests
When acquiring less than 100% ownership of an entity, 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 Unaudited Condensed Consolidated Balance Sheets. Where the incremental purchase may be required of the Company, the amounts are recorded as redeemable noncontrolling interests in mezzanine equity at their estimated acquisition date redemption value and adjusted at each reporting period for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. On occasion, the Company may initiate a renegotiation to acquire an incremental ownership interest and the amount of consideration paid may differ materially from the amounts recorded in the Company’s Unaudited Condensed Consolidated Balance Sheets.
Noncontrolling Interests
Changes in amounts due to noncontrolling interest holders included in accruals and other liabilities on the Unaudited Condensed Consolidated Balance Sheets for the year ended December 31, 2018 and six months ended June 30, 2019 were as follows:
 
Noncontrolling
Interests
Balance, December 31, 2017
$
11,030

Income attributable to noncontrolling interests
11,785

Distributions made
(13,419
)
Other (1)
(118
)
Balance, December 31, 2018
$
9,278

Income attributable to noncontrolling interests
3,472

Distributions made
(7,957
)
Other (1)
25

Balance, June 30, 2019
$
4,818


(1)
Other consists of cumulative translation adjustments.
Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the three and six months ended June 30, 2019 and 2018 were as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Net income (loss) attributable to MDC Partners Inc.
$
4,290

 
$
3,406

 
$
4,177

 
$
(26,010
)
Transfers from the noncontrolling interest:
 
 
 
 
 
 
 
Decrease in MDC Partners Inc. paid-in capital for purchase of equity interests in excess of redeemable noncontrolling interests and noncontrolling interests
(97
)
 

 
(97
)
 
(1,166
)
Net transfers from noncontrolling interests
$
(97
)
 
$

 
$
(97
)
 
$
(1,166
)
Change from net loss attributable to MDC Partners Inc. and transfers to noncontrolling interests
$
4,193

 
$
3,406

 
$
4,080

 
$
(27,176
)

Redeemable Noncontrolling Interests
The following table presents changes in redeemable noncontrolling interests:
 
Six Months Ended June 30, 2019
 
Year Ended December 31, 2018
Beginning Balance
$
51,546

 
$
62,886

Redemptions
(9,486
)
 
(11,943
)
Granted

 

Changes in redemption value
421

 
1,067

Currency translation adjustments
154

 
(464
)
Ending Balance
$
42,635

 
$
51,546


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 2019 to 2024. 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 redeemable noncontrolling interest of $42,635 as of June 30, 2019, consists of $19,158 assuming that the subsidiaries perform over the relevant future periods at their discounted cash flows earnings level and such rights are exercised, $19,926 upon termination of such owner’s employment with the applicable subsidiary or death and $3,551 representing the initial redemption value (required floor) recorded for certain acquisitions in excess of the amount the Company would have to pay should the Company acquire the remaining ownership interests for such subsidiaries.
These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. For the three months ended June 30, 2019 and 2018, there was no related impact on the Company’s loss per share calculation.