XML 51 R11.htm IDEA: XBRL DOCUMENT v2.4.1.9
Acquisitions
3 Months Ended
Mar. 31, 2015
Business Combinations [Abstract]  
Acquisitions
Acquisitions
 
Pro forma financial information has not been presented for 2015 since there were no material acquisitions. During 2015, the Company completed a number of step-up transactions to increase its equity ownership percentage in majority owned entities.
 
2015 Acquisitions
During the first quarter of 2015, the Company entered into various non-material transactions with certain majority owned entities.

2014 Acquisitions
 
During 2014, the Company entered into several acquisitions and various non-material transactions with certain majority owned entities. Effective January 1, 2014, MDC acquired 60% of the equity interests of Luntz Global Partners LLC (“LG”). Effective February 14, 2014, MDC acquired 65% of the equity interests of Kingsdale Partners LP (“Kingsdale”). LG and Kingsdale are both in the Company’s Performance Marketing Services segment. On June 3, 2014, MDC acquired a 100% equity interest in The House Worldwide Ltd ("THW"). On July 31, 2014, Union Advertising Canada LP acquired 100% of the issued and outstanding stock of Trapeze Media Limited ("Trapeze"). Effective August 1, 2014 MDC acquired 65% of the equity interests of Hunter PR LLC ("Hunter PR"). Effective August 18, 2014, MDC acquired a 75% interest in Albion Brand Communication Limited ("Albion"). In addition, in June 2014 and August 2014, MDC (through a subsidiary) entered into other non-material acquisitions. THW, Trapeze, Hunter PR, and Albion are all included within the Company's Strategic Marketing Services segment.
 
The aggregate purchase price of these acquisitions has an estimated present value at acquisition date of $151,202 and consisted of total closing cash payments of $67,236, and additional deferred acquisition payments that will be based on the financial results of the underlying businesses from 2014 to 2018 with final payments due in 2019. These additional deferred payments have an estimated present value at acquisition date of $83,966. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $61,906, consisting primarily of customer lists, a technology asset and covenants not to compete, and goodwill of $149,234, 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 $50,552 as the present value of noncontrolling interest and $13,327 as the present value of redeemable noncontrolling interest. Intangibles and goodwill of $149,232 are tax deductible. In addition, the Company recorded other income of $908 representing a gain on the previously held 18% interest in Trapeze.
 
The actual adjustments that the Company will ultimately make in finalizing the allocation of purchase price to fair value of the net assets acquired will depend on a number of factors.

Noncontrolling Interests
 
Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the three months ended March 31, were as follows:
 
Net Income (Loss) Attributable to MDC Partners Inc. and
Transfers (to) from the Noncontrolling Interest
 
 
Three Months Ended March 31,
 
2015
 
2014
Net loss attributable to MDC Partners Inc.
$
(32,091
)
 
$
(8,846
)
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
(2,917
)
 
(4,798
)
Net transfers from noncontrolling interest
$
(2,917
)
 
$
(4,798
)
Change from net loss attributable to MDC Partners Inc. and transfers to non controlling interest
$
(35,008
)
 
$
(13,644
)