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Acquisitions
9 Months Ended
Sep. 30, 2013
Business Combinations [Abstract]  
Acquisitions
4.
Acquisitions
 
Pro forma financial information has not been presented for the 2013 since there were no material acquisitions. During the nine months of 2013, the Company completed a number of step-up transactions to increase its equity ownership percentage in majority owned entities.
 
2012 Acquisitions
 
During 2012, the Company completed a number of transactions. Effective March 28, 2012, MDC invested in Doner Partners LLC (“Doner”). The Company acquired a 30% voting interest and a convertible preferred interest that allows the Company to increase ordinary voting ownership to 70% at MDC’s option, at no additional cost to the Company. Doner is a full service integrated creative agency. In addition, the Company acquired a 70% interest in TargetCast LLC (“TargetCast”). TargetCast is a full service media agency that expands our media strategy and activation offerings. The Company acquired a 51% interest in Dotbox LLC (“Dotbox”), and subsequently acquired the remaining 49% of the equity interests in Dotbox, an e-commerce solution company. Doner and Dotbox were included in the Company’s Strategic Marketing Services segment, while TargetCast is included in the Company’s Performance Marketing Group segment. During the year, the Company also entered into various immaterial transactions with certain majority owned entities.
 
The aggregate purchase price for these transactions has an estimated present value at acquisition date of $99,299 and consisted of total closing cash payments of $23,471, and additional contingent deferred acquisition consideration that are based on the financial results of the underlying businesses from 2012 to 2018 with final payments due in 2018 with an estimated present value at acquisition date of $67,812. During 2012, the Company paid $8,016 relating to a working capital payment. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $31,968 consisting primarily of customer lists and covenants not to compete, and goodwill of $113,404 representing the value of assembled workforce. The identified assets will be amortized over a five to ten year period in a manner represented by the pattern in which the economic benefits of the customer contracts/relationships are realized. In addition, the Company has recorded $18,501 as the present value of noncontrolling interest. The intangibles and goodwill of $145,372 are tax deductible. In connection with the step transactions, the Company also recorded an entry of $197 to reduce short term noncontrolling interest included in accrued and other liabilities, decrease redeemable noncontrolling interest by $12,523 and an offset to additional paid-in-capital of $13,920.
 
Noncontrolling Interests
 
Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the three and nine months ended September 30 were as follows:
 
Net Loss Attributable to MDC Partners Inc. and
Transfers (to) from the Noncontrolling Interest
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
2013
 
2012
 
2013
 
2012
 
Net loss attributable to MDC Partners Inc.
 
$
(21,200)
 
$
(14,496)
 
$
(54,542)
 
$
(60,891)
 
Transfers to the noncontrolling interest:
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in MDC Partners Inc. paid-in
    capital for purchase of equity interests
    in excess of Redeemable Noncontrolling
    Interests
 
 
 
 
5,263
 
 
 
 
2,023
 
Increase in MDC Partners Inc. paid-in
    capital from issuance of equity interest
 
 
1,531
 
 
 
 
11,347
 
 
 
Net transfers to noncontrolling interest
 
$
1,531
 
$
5,263
 
$
11,347
 
$
2,023
 
Change from net loss attributable to
    MDC Partners Inc. and transfers to
    noncontrolling interest
 
$
(19,669)
 
$
(9,233)
 
$
(43,195)
 
$
(58,868)