Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 01, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-13718 | |
Entity Registrant Name | Stagwell Inc | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1390679 | |
Entity Address, Address Line One | One World Trade Center, Floor 65 | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10007 | |
City Area Code | 646 | |
Local Phone Number | 429-1800 | |
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | |
Trading Symbol | STGW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000876883 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 120,634,327 | |
Common Class C | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 151,648,740 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Revenues | $ 617,573 | $ 663,791 | $ 1,872,282 | $ 1,979,607 |
Operating expenses: | ||||
Cost of services | 384,980 | 417,134 | 1,201,309 | 1,253,765 |
Office and general expenses | 160,021 | 119,186 | 481,379 | 429,121 |
Depreciation and amortization | 38,830 | 32,207 | 107,795 | 95,642 |
Impairment and other losses | 0 | 25,211 | 10,562 | 28,034 |
Costs and Expenses, Total | 583,831 | 593,738 | 1,801,045 | 1,806,562 |
Operating Income (Loss), Total | 33,742 | 70,053 | 71,237 | 173,045 |
Other income (expense): | ||||
Interest expense, net | (25,886) | (19,672) | (67,755) | (56,552) |
Foreign exchange, net | (140) | (3,927) | (2,288) | (4,163) |
Other, net | (271) | 147 | (467) | 182 |
Nonoperating Income (Expense), Total | (26,297) | (23,452) | (70,510) | (60,533) |
Income before income taxes and equity in earnings of non-consolidated affiliates | 7,445 | 46,601 | 727 | 112,512 |
Income tax expense | 4,324 | 11,540 | 12,425 | 20,150 |
Income (loss) before equity in earnings of non-consolidated affiliates | 3,121 | 35,061 | (11,698) | 92,362 |
Equity in income (loss) of non-consolidated affiliates | (4) | 213 | (447) | 1,053 |
Net income (loss) | 3,117 | 35,274 | (12,145) | 93,415 |
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests | (2,464) | (24,665) | 8,548 | (59,668) |
Net income (loss) attributable to Stagwell Inc. common shareholders | $ 653 | $ 10,609 | $ (3,597) | $ 33,747 |
Earnings Per Share [Abstract] | ||||
Earnings per share, basic | $ 0.01 | $ 0.08 | $ (0.03) | $ 0.27 |
Earnings per share, diluted | $ 0 | $ 0.08 | $ (0.03) | $ 0.26 |
Weighted Average Number Of Shares Outstanding For Basic and Diluted [Abstract] | ||||
Weighted Average Number of Shares Outstanding, Basic | 110,787 | 125,384 | 118,772 | 124,710 |
Weighted Average Number of Shares Outstanding, Diluted | 265,006 | 130,498 | 118,772 | 131,550 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Comprehensive income (loss) | ||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 3,117 | $ 35,274 | $ (12,145) | $ 93,415 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Other comprehensive (loss) - Foreign currency translation adjustment | (13,516) | (30,505) | (6,153) | (59,678) |
Comprehensive income (loss) for the period | (10,399) | 4,769 | (18,298) | 33,737 |
Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests | 5,483 | (24,665) | 34,829 | (59,668) |
Comprehensive income (loss) attributable to Stagwell Inc. common shareholders | $ (4,916) | $ (19,896) | $ 16,531 | $ (25,931) |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 98,705 | $ 220,589 |
Accounts receivable, net | 670,090 | 645,846 |
Expenditures billable to clients | 128,903 | 93,077 |
Other current assets | 104,082 | 71,443 |
Total Current Assets | 1,001,780 | 1,030,955 |
Fixed assets, net | 81,373 | 98,878 |
Operating Lease, Right-of-Use Asset | 245,187 | 273,567 |
Goodwill | 1,572,489 | 1,566,956 |
Other intangible assets, net | 844,004 | 907,529 |
Other assets | 125,376 | 115,447 |
Total Assets | 3,870,209 | 3,993,332 |
Current Liabilities | ||
Accounts payable | 306,956 | 357,253 |
Accrued media | 183,510 | 240,506 |
Accruals and other liabilities | 205,861 | 248,477 |
Advance billings | 335,600 | 337,034 |
Current portion of lease liabilities - operating leases | 67,976 | 76,349 |
Current portion of deferred acquisition consideration | 104,294 | 90,183 |
Total Current Liabilities | 1,204,197 | 1,349,802 |
Long-term debt | 1,498,129 | 1,184,707 |
Long-term portion of deferred acquisition consideration | 29,443 | 71,140 |
Long-term lease liabilities - operating leases | 271,285 | 294,049 |
Deferred tax liabilities, net | 47,717 | 40,109 |
Other liabilities | 55,099 | 69,780 |
Total Liabilities | 3,105,870 | 3,009,587 |
Redeemable Noncontrolling Interests | 10,085 | 39,111 |
Commitments and Contingencies | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Paid-in capital | 324,926 | 491,899 |
Retained earnings | 24,586 | 29,445 |
Accumulated other comprehensive loss | (18,813) | (38,941) |
Stagwell Inc. Shareholders' Equity | 330,817 | 482,537 |
Noncontrolling interests | 423,437 | 462,097 |
Total Shareholders' Equity | 754,254 | 944,634 |
Liabilities and Equity, Total | 3,870,209 | 3,993,332 |
Common Class A and Common Class B | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Common shares | 116 | 132 |
Common Class C | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Common shares | $ 2 | $ 2 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ (12,145) | $ 93,415 |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||
Stock-based compensation | 34,615 | 33,410 |
Depreciation and amortization | 107,795 | 95,642 |
Impairment and other losses | 10,562 | 28,034 |
Deferred income taxes | (1,112) | (1,557) |
Adjustment To Deferred Acquisition Consideration | 10,881 | (14,420) |
Other, net | (4,292) | 1,679 |
Changes in working capital: | ||
Accounts receivable | (25,405) | (34,637) |
Expenditures billable to clients | (36,217) | 5,525 |
Other assets | 6,539 | 4,100 |
Accounts payable | (58,716) | 34,630 |
Accrued expenses and other liabilities | (149,267) | (138,947) |
Advance billings | (1,759) | (23,017) |
Deferred acquisition related payments | (9,021) | (10,776) |
Net Cash Provided by (Used in) Operating Activities, Total | (127,542) | 73,081 |
Cash flows from investing activities: | ||
Capital expenditures | (12,205) | (16,103) |
Acquisitions, net of cash acquired | (6,678) | (37,461) |
Capitalized software | (19,026) | (9,392) |
Other | (6,939) | (1,328) |
Net Cash Provided by (Used in) Investing Activities, Total | (44,848) | (64,284) |
Cash flows from financing activities: | ||
Repayment of borrowings under revolving credit facility | (1,250,500) | (855,000) |
Proceeds from borrowings under revolving credit facility | 1,562,500 | 989,500 |
Shares repurchased and cancelled | (203,958) | (43,637) |
Distributions to noncontrolling interests | (24,538) | (38,486) |
Payment of deferred consideration | (31,666) | (61,089) |
Purchase of noncontrolling interest | 0 | (3,600) |
Debt issuance costs | (150) | 0 |
Net Cash Provided by (Used in) Financing Activities, Total | 51,688 | (12,312) |
Effect of exchange rate changes on cash and cash equivalents | (1,182) | (15,243) |
Net decrease in cash and cash equivalents | (121,884) | (18,758) |
Cash and cash equivalents at beginning of period | 220,589 | 184,009 |
Cash and cash equivalents at end of period | 98,705 | 165,251 |
Supplemental Cash Flow Information: | ||
Cash income taxes paid | 40,088 | 23,315 |
Cash interest paid | 63,878 | 61,016 |
Non-cash investing and financing activities: | ||
Establishment of Tax Receivables Agreement liability | 0 | 17,649 |
Non-cash payment on deferred acquisition | 20,119 | 0 |
Establishment of a deferred tax asset related to the exchange | $ 0 | $ 20,763 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Approved plan | Stagwell Inc. Shareholders' Equity | Stagwell Inc. Shareholders' Equity Approved plan | Common Shares Common Class A & B | Common Shares Common Class A & B Approved plan | Common Shares Class C | Common Shares Common Class A and Common Class B | Paid-in Capital | Paid-in Capital Approved plan | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Balance (in shares) at Dec. 31, 2021 | 118,252,000 | 179,970,000 | |||||||||||
Balance at Dec. 31, 2021 | $ 879,040 | $ 370,753 | $ 118 | $ 2 | $ 382,893 | $ (6,982) | $ (5,278) | $ 508,287 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net Income (Loss) Attributable to Parent | 33,747 | 33,747 | |||||||||||
Net loss | 33,747 | ||||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 55,110 | 59,668 | |||||||||||
Net income | 93,415 | ||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 59,678 | 59,678 | 59,678 | ||||||||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (33,737) | 25,931 | (33,747) | 59,678 | (59,668) | ||||||||
Distributions to noncontrolling interests | (29,957) | (29,957) | |||||||||||
Reduction of noncontrolling and redeemable noncontrolling interest | (4,600) | (1,000) | (1,000) | (3,600) | |||||||||
Noncontrolling Interest, Increase from Acquisitions | (2,667) | (2,667) | |||||||||||
Changes in redemption value | (20,546) | (20,546) | |||||||||||
Stockholders Equity, Increase (Decrease) Form Change In Redemption Value Of Noncontrolling Interest, Value | (20,546) | ||||||||||||
Restricted Awards Granted or Vested (in shares) | 3,678,000 | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | (111,000) | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ (4) | (4) | |||||||||||
Shares acquired and cancelled (in shares) | (6,011,000) | ||||||||||||
Shares repurchased and cancelled | $ (43,643) | $ (43,643) | $ (6) | $ (43,637) | |||||||||
APIC, Share-Based Payment Arrangement, Option, Increase for Cost Recognition | 25,475 | 25,475 | 25,475 | ||||||||||
Conversion of shares (in shares) | 15,594,000 | (15,594,000) | |||||||||||
Stock Issued During Period, Value, Conversion of Units | $ (16) | (16) | |||||||||||
Finalization of MDC acquisition accounting | (13,993) | (16,294) | (16,294) | 2,301 | |||||||||
Other, Shares | 142,000 | ||||||||||||
Other | 3,287 | (1,603) | $ (3) | (1,246) | (354) | 4,890 | |||||||
Balance (in shares) at Sep. 30, 2022 | 131,544,000 | 164,376,000 | |||||||||||
Balance at Sep. 30, 2022 | 824,893 | 290,417 | $ 135 | $ 2 | 348,663 | 6,573 | (64,956) | 534,476 | |||||
Balance (in shares) at Jun. 30, 2022 | 131,838,000 | 164,427,000 | |||||||||||
Balance at Jun. 30, 2022 | 857,384 | 344,299 | $ 135 | $ 2 | 368,345 | 10,268 | (34,451) | 513,085 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net Income (Loss) Attributable to Parent | 10,609 | 10,609 | |||||||||||
Net loss | 10,609 | ||||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 21,573 | 24,665 | |||||||||||
Net income | 35,274 | ||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 30,505 | 30,505 | 30,505 | ||||||||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (4,769) | 19,896 | (10,609) | 30,505 | (24,665) | ||||||||
Changes in redemption value | (14,658) | (14,658) | |||||||||||
Stockholders Equity, Increase (Decrease) Form Change In Redemption Value Of Noncontrolling Interest, Value | (14,658) | ||||||||||||
Restricted Awards Granted or Vested (in shares) | 1,689,000 | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | (3,000) | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ (2) | (2) | |||||||||||
Shares acquired and cancelled (in shares) | (2,032,000) | ||||||||||||
Shares repurchased and cancelled | (13,876) | (13,876) | $ (4) | (13,872) | |||||||||
Stock-based compensation | 9,583 | 9,583 | 9,583 | ||||||||||
Conversion of shares (in shares) | 51,000 | (51,000) | |||||||||||
Stock Issued During Period, Value, Conversion of Units | $ (1) | (1) | |||||||||||
Finalization of MDC acquisition accounting | (13,993) | (16,294) | (16,294) | 2,301 | |||||||||
Other, Shares | 1,000 | ||||||||||||
Other | (4,316) | 1,259 | $ (1) | 904 | 354 | (5,575) | |||||||
Balance (in shares) at Sep. 30, 2022 | 131,544,000 | 164,376,000 | |||||||||||
Balance at Sep. 30, 2022 | 824,893 | 290,417 | $ 135 | $ 2 | 348,663 | 6,573 | (64,956) | 534,476 | |||||
Balance (in shares) at Dec. 31, 2022 | 131,724,000 | 160,909,000 | |||||||||||
Balance at Dec. 31, 2022 | 944,634 | 482,537 | $ 132 | $ 2 | 491,899 | 29,445 | (38,941) | 462,097 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Changes in redemption value | (8,711) | ||||||||||||
Balance (in shares) at Jun. 30, 2023 | 116,039,000 | 151,649,000 | |||||||||||
Balance at Jun. 30, 2023 | 762,190 | 323,891 | $ 116 | $ 2 | 309,521 | 27,496 | (13,244) | 438,299 | |||||
Balance (in shares) at Dec. 31, 2022 | 131,724,000 | 160,909,000 | |||||||||||
Balance at Dec. 31, 2022 | 944,634 | 482,537 | $ 132 | $ 2 | 491,899 | 29,445 | (38,941) | 462,097 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net Income (Loss) Attributable to Parent | (3,597) | ||||||||||||
Net loss | (3,597) | (3,597) | |||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 6,463 | (8,548) | |||||||||||
Net income | (12,145) | ||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 6,153 | (20,128) | (20,128) | (26,281) | |||||||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 18,298 | (16,531) | 3,597 | (20,128) | (34,829) | ||||||||
Distributions to noncontrolling interests | (19,164) | (19,164) | |||||||||||
Changes in redemption value | (621) | ||||||||||||
Stockholders Equity, Increase (Decrease) Form Change In Redemption Value Of Noncontrolling Interest, Value | 621 | 621 | 621 | ||||||||||
Restricted Awards Granted or Vested (in shares) | 3,647,000 | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | (13,000) | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ (175) | (175) | $ (4) | 171 | |||||||||
Shares acquired and cancelled (in shares) | (6,700,000) | (31,580,000) | |||||||||||
Shares repurchased and cancelled | $ (204,958) | (204,958) | $ (32) | (204,926) | |||||||||
Stock-based compensation | 33,883 | 33,883 | 33,883 | ||||||||||
Change in ownership held by Class C holders | 0 | 14,597 | (14,597) | 14,597 | |||||||||
Stock Issued During Period, Value, Acquisitions | 20,119 | 20,119 | $ 3 | 20,116 | |||||||||
Stock Issued During Period, Shares, Acquisitions | 2,853,000 | ||||||||||||
Conversion of shares (in shares) | (9,260,000) | 9,260,000 | |||||||||||
Stock Issued During Period, Value, Conversion of Units | $ (9) | (9) | |||||||||||
Other | (1,516) | (2,252) | (1,611) | (641) | 736 | ||||||||
Balance (in shares) at Sep. 30, 2023 | 115,891,000 | 151,649,000 | |||||||||||
Balance at Sep. 30, 2023 | 754,254 | 330,817 | $ 116 | $ 2 | 324,926 | 24,586 | (18,813) | 423,437 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Liability modification of certain SARS awards | 1,600 | ||||||||||||
Balance (in shares) at Jun. 30, 2023 | 116,039,000 | 151,649,000 | |||||||||||
Balance at Jun. 30, 2023 | 762,190 | 323,891 | $ 116 | $ 2 | 309,521 | 27,496 | (13,244) | 438,299 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net Income (Loss) Attributable to Parent | 653 | ||||||||||||
Net loss | 653 | 653 | |||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 1,034 | (2,464) | |||||||||||
Net income | 3,117 | ||||||||||||
Other Comprehensive Income (Loss), Net of Tax | 13,516 | 5,569 | 5,569 | (7,947) | |||||||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 10,399 | 4,916 | (653) | 5,569 | (5,483) | ||||||||
Distributions to noncontrolling interests | (8,155) | (8,155) | |||||||||||
Stockholders Equity, Increase (Decrease) Form Change In Redemption Value Of Noncontrolling Interest, Value | 3,562 | 3,562 | 3,562 | ||||||||||
Restricted Awards Granted or Vested (in shares) | 670,000 | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | 175 | 175 | $ (1) | 174 | |||||||||
Shares acquired and cancelled (in shares) | (818,000) | ||||||||||||
Shares repurchased and cancelled | (4,605) | (4,605) | $ (1) | (4,604) | |||||||||
Stock-based compensation | 17,050 | 17,050 | 17,050 | ||||||||||
Change in ownership held by Class C holders | (215) | (215) | 215 | ||||||||||
Other | 1,560 | 2,999 | 3,000 | (1) | (1,439) | ||||||||
Balance (in shares) at Sep. 30, 2023 | 115,891,000 | 151,649,000 | |||||||||||
Balance at Sep. 30, 2023 | 754,254 | $ 330,817 | $ 116 | $ 2 | $ 324,926 | $ 24,586 | $ (18,813) | $ 423,437 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Liability modification of certain SARS awards | $ 3,000 |
Basis of Presentation and Recen
Basis of Presentation and Recent Developments | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Recent Developments | 1. Business and Basis of Presentation Stagwell Inc. (the “Company,” “we,” or “Stagwell”), incorporated under the laws of Delaware, conducts its business through its networks and its portfolio of marketing services firms (“Brands”), which provide marketing and business solutions that realize the potential of combining data and creativity. Stagwell’s strategy is to build, grow and acquire market-leading businesses that deliver the modern suite of services that marketers need to thrive in a rapidly evolving business environment. The accompanying consolidated financial statements include the accounts of Stagwell and its subsidiaries. Stagwell has prepared the unaudited consolidated interim financial statements included herein in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting interim financial information on Form 10-Q. Accordingly, pursuant to these rules, the footnotes do not include certain information and disclosures. The preparation of financial statements in conformity with GAAP requires us to make judgments, assumptions and estimates about current and future results of operations and cash flows that affect the amounts reported and disclosed. Actual results could differ from these estimates and assumptions. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). The accompanying financial statements reflect all adjustments, consisting of normal recurring accruals, which in the opinion of management are necessary for a fair statement, in all material respects, of the information contained therein. Intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to the prior year financial information to conform to the current year presentation. We recorded an out-of-period adjustment in the first quarter of 2023 which should have been reflected in the prior year financial statements. The impact of the adjustment was to allocate Accumulated other comprehensive loss to noncontrolling interest shareholders. As a result of the correction, Noncontrolling interests and Accumulated other comprehensive loss declined by approximately $24.0 million, but there was no impact to Total Shareholders’ Equity. The adjustment was reflected within other comprehensive income (loss). There was no impact to Net income in the annual or interim periods within the year ended December 31, 2022. The Company evaluated the impact of the out-of-period adjustment and concluded that this error was not material to the current period or any of its previously issued financial statements. In the second quarter of 2023, we recorded a $5.3 million and $7.4 million out-of-period adjustment, respectively, to increase income tax expense to correct an understatement of the expense which should have been reflected in the prior year financial statements. The Company evaluated the impact of the out-of-period adjustment and concluded that the errors were not material to the current period or any of its previously issued financial statements. The adjustment is not expected to be material to the year ending December 31, 2023. Recent Developments On October 2, 2023, the Company acquired 100% of the membership interest of Left Field Labs, LLC, a digital experience design and strategy company, for approximately $9.4 million in cash, and 825 thousand shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $51.0 million, subject to continued employment and meeting certain future earnings targets, of which a portion may be settled in shares of Class A Common Stock at the Company’s discretion. On October 31, 2023, the Company completed the sale of its integrated healthcare marketing agency and pharmaceutical commercialization platform, ConcentricLife, for $245 million in cash. On November 1, 2023, the Company acquired Movers and Shakers LLC, a business that provides social media marketing solutions, for approximately $15 million, to be paid in cash or up to 30% in shares of Class A Common stock, subject to post-closing adjustments. In connection with the acquisition, the sellers are entitled to contingent consideration up to a maximum value of $35 million, subject to meeting certain future earnings targets, |
Acquisitions and Dispositions
Acquisitions and Dispositions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | 2. Acquisitions 2022 Acquisitions Acquisition of Brand New Galaxy On April 19, 2022, the Company acquired Brand New Galaxy (“BNG”), for approximately $20.9 million of cash consideration, as well as contingent consideration up to a maximum value of $50.0 million. The contingent consideration is due upon meeting certain future earnings targets through 2024, with approximately 67% payable in cash and 33% payable in shares of Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of BNG based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 2,766 Accounts receivable 10,147 Other current assets 671 Fixed assets 1,587 Identifiable intangible assets 12,740 Other assets 1,583 Accounts payable (4,771) Accruals and other liabilities (6,880) Advance billings (1,159) Other liabilities (3,642) Net assets assumed 13,042 Goodwill 24,643 Purchase price consideration $ 37,685 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of BNG. Goodwill of $24.6 million was assigned to the Brand Performance Network reportable segment. The majority of the goodwill is non-deductible for income tax purposes. Intangible assets consist of trade names, customer relationships and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately ten years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 6,150 10 Trade names 5,500 10 Developed technology 1,090 7 Total acquired intangible assets $ 12,740 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 1,989,833 Net income $ 92,670 Revenue attributable to BNG, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $7.7 million and $21.8 million, respectively, and Net loss was $0.7 million and $0.2 million, respectively. Revenue attributable to BNG, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2022 was $5.9 million and $11.2 million, respectively, and Net loss was $2.5 million and $2.6 million, respectively. Acquisition of TMA Direct, Inc. On May 31, 2022, the Company acquired approximately 87% of TMA Direct, Inc. (“TMA Direct”) for approximately $17.2 million of cash consideration and approximately $0.5 million of deferred acquisition payments. The Company was also granted an option to purchase the remaining 13% minority interest in TMA Direct for up to approximately $13.3 million. The consideration has been allocated to the assets acquired and assumed liabilities of TMA Direct based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Accounts receivable $ 582 Other current assets 669 Identifiable intangible assets 13,200 Accounts payable (379) Other liabilities (270) Noncontrolling interests (2,667) Net assets assumed 11,135 Goodwill 6,569 Purchase price consideration $ 17,704 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of TMA Direct. Goodwill of $6.6 million was assigned to the Communications Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is ten years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 11,400 10 Trade names 1,800 10 Total acquired intangible assets $ 13,200 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 1,983,437 Net income $ 94,768 Revenue attributable to TMA Direct, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $2.1 million and $8.7 million, respectively and Net income was $0.3 million and $0.7 million, respectively. Revenue attributable to TMA Direct, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2022 was $3.8 million and $5.0 million, respectively, and Net income was $1.4 million and $1.6 million, respectively. Acquisition of Maru Group Limited Ltd. On October 3, 2022, the Company acquired Maru Group Limited Ltd. (“Maru”) for approximately £23.0 million (approximately $25.8 million) in cash consideration. The consideration has been allocated to the assets acquired and assumed liabilities of Maru based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 1,033 Accounts receivable 7,374 Other current assets 899 Fixed assets 157 Identifiable intangible assets 14,300 Other assets 1,920 Accounts payable (4,087) Accruals and other liabilities (9,154) Advance billings (6,462) Deferred tax liability (3,328) Other liabilities (2,891) Net assets assumed (239) Goodwill 26,033 Purchase price consideration $ 25,794 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Maru and expected growth related to new customer relationships and geographic expansion. Goodwill of $26.0 million was assigned to the All Other reportable segment. The goodwill is partially deductible for income tax purposes. Intangible assets consist of trade names, customer relationships, and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately eight years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 4,900 10 Trade names 4,000 10 Developed technology 5,400 2-7 Total acquired intangible assets $ 14,300 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 672,435 $ 2,009,482 Net income $ 30,113 $ 79,414 Revenue attributable to Maru, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $7.7 million and $25.5 million, respectively and Net loss was $3.2 million and $7.6 million, respectively. Acquisition of Wolfgang, LLC. On October 3, 2022, the Company acquired the remaining 80% interest that it did not already own in Wolfgang, LLC., (“Wolfgang”) for approximately $3.8 million in cash consideration and 175 thousand shares of Class A Common Stock with a fair value of $1.2 million. The consideration has been allocated to the assets acquired and assumed liabilities of Wolfgang based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 1,606 Accounts receivable 1,180 Other current assets 100 Identifiable intangible assets 1,055 Other assets 46 Current liabilities (278) Net assets assumed 3,709 Goodwill 2,451 Purchase price consideration including fair value of previously owned interest $ 6,160 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Wolfgang. Goodwill of $2.5 million was assigned to the Integrated Agencies Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately five years. Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 665,615 $ 1,988,548 Net income $ 35,114 $ 94,769 Revenue attributable to Wolfgang, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $1.5 million and $3.6 million, respectively, and Net income was $0.1 million and $0.4 million, respectively. Acquisition of Epicenter Experience LLC. On October 3, 2022, the Company acquired the assets of Epicenter Experience LLC., (“Epicenter”) for approximately $9.9 million in cash consideration, as well as contingent consideration up to a maximum value of $5.0 million. The contingent consideration is subject to meeting certain future earnings targets through 2024 and can be paid up to 25% in shares of Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of Epicenter based upon fair values. The purchase price allocation is as follows: Amount (dollars in thousands) Accounts receivable $ 901 Other current assets 45 Identifiable intangible assets 7,300 Accounts payable (148) Other current liabilities (650) Net assets assumed 7,448 Goodwill 4,416 Purchase price consideration $ 11,864 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Epicenter. Goodwill of $4.4 million was assigned to the All Other reportable segment. The majority of the goodwill is deductible for income tax purposes. The intangible asset acquired was developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately five years. Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 664,882 $ 1,982,784 Net income $ 35,147 $ 93,023 Revenue attributable to Epicenter, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $1.1 million and $3.3 million, respectively, and Net loss was $0.1 million and less than $0.1 million, respectively. Other Acquisitions On July 3, 2023, the Company acquired Tinsel Experiential Design LLC (“Tinsel”) for approximately $2.5 million in cash consideration, subject to post-closing adjustments. In connection with the agreement, the previous owners are entitled to contingent consideration, subject to continued employment, and meeting certain future earnings targets. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Tinsel and expected growth related to new customer relationships. Goodwill of $1.6 million was assigned to the Integrated Agencies Network reportable segment. The majority of goodwill is deductible for income tax purposes. On April 25, 2023, the Company acquired Huskies, Ltd. (“Huskies”) for approximately €5.2 million (approximately $5.6 million) of cash consideration, of which €0.9 million (approximately $1.0 million) is deferred, subject to post-closing adjustments. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Huskies and expected growth related to new customer relationships and geographic expansion. Goodwill of $2.6 million was assigned to the Brand Performance Network reportable segment. The majority of goodwill is non-deductible for income tax purposes. On July 12, 2022, the Company acquired PEP Group Holdings B.V., an omnichannel content creation and adaption production company for approximately $0.5 million in cash consideration, as well as contingent consideration up to a maximum value of €2.6 million. The contingent consideration is subject to meeting certain future earnings targets through 2025. On July 15, 2022, the Company acquired Apollo Program II Inc., a real-time artificial intelligence-powered software-as-a-service platform, for approximately $2.3 million in cash consideration, as well as guaranteed deferred payments of $1.0 million and $1.5 million on or prior to July 1, 2023 and July 1, 2024, respectively. 2022 Purchases of Noncontrolling Interests On April 1, 2022, the Company acquired the remaining interest in Hello Design, LLC (“Hello Design”) that it did not already own for an aggregate purchase price of $4.6 million, comprised of a closing cash payment of $3.6 million and a contingent deferred acquisition payment of $1.0 million. The contingent deferred payment of $1.0 million was paid in the second quarter of 2023. 5. Deferred Acquisition Consideration Deferred acquisition consideration on the Unaudited Consolidated Balance Sheets consists of deferred obligations related to contingent and fixed purchase price payments, and contingent and fixed retention payments tied to continued employment of specific personnel. Contingent deferred acquisition consideration is recorded at the acquisition date fair value and adjusted at each reporting period within Office and general expenses on the Unaudited Consolidated Statements of Operations. The following table presents changes in deferred acquisition consideration, measured at fair value on a recurring basis using significant unobservable inputs, and a reconciliation to the amounts reported on the Unaudited Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022: September 30, December 31, (dollars in thousands) Beginning balance $ 161,323 $ 222,369 Payments (1) (60,806) (74,963) Adjustments to deferred acquisition consideration (2) 10,881 (12,779) Additions (3) 22,172 26,594 Currency translation adjustment 140 (758) Other 27 860 Ending balance (4) $ 133,737 $ 161,323 (1) Includes deferred acquisition consideration payments settled in the shares of Class A Common Stock of $20.1 million and $1.0 million, respectively, for the period ended September 30, 2023 and December 31, 2022. (2) Adjustment to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments. (3) In 2021, the Company entered into an agreement to purchase the remaining 26.7% interest in Targeted Victory it did not previously own. The agreement provided for the purchase of 50% of the interest on October 1, 2021 (payable in October 2023) and 50% on July 31, 2023 (payable in October 2025 with a seller’s right to defer until October 2027). In connection with the purchase, the estimated amount payable in October 2025, was reclassified from redeemable noncontrolling interest to deferred acquisition consideration. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Disaggregated Revenue Data The Company provides a broad range of services to a large base of clients across the full spectrum of verticals globally. The primary source of revenue is from Brand arrangements in the form of fees for services performed, commissions, and from performance incentives or bonuses. Certain clients may engage with the Company in various geographic locations, across multiple disciplines, and through multiple Brands. Representation of a client rarely means that Stagwell handles marketing communications for all Brands or product lines of the client in every geographical location. The Company’s Brands often cooperate with one another through referrals and the sharing of both services and expertise, which enables Stagwell to service clients’ varied marketing needs by crafting custom integrated solutions. Additionally, the Company maintains separate, independent operating companies to enable it to effectively manage potential conflicts of interest by representing competing clients across the Stagwell network. The following table presents revenue disaggregated by our principal capabilities for the three and nine months ended September 30, 2023 and 2022. We reclassified certain brands into the Stagwell Marketing Cloud Group (software-as-a-service and data-as-a-service tools for the in-house marketers) principal capability in the third quarter of 2023. We have reported disaggregated revenue data using the new classification and have recast the 2022 disaggregated revenue data to conform to the current year classification. Three Months Ended September 30, Nine Months Ended September 30, Principal Capabilities Reportable Segment 2023 2022 2023 2022 (dollars in thousands) Digital Transformation All segments $ 141,543 $ 187,664 $ 487,114 $ 583,977 Creativity and Communications All segments 300,026 304,971 851,652 892,416 Performance Media and Data Brand Performance Network 72,785 67,302 215,691 202,622 Consumer Insights and Strategy Integrated Agencies Network 45,929 50,256 147,310 156,460 Stagwell Marketing Cloud Group All segments 57,290 53,598 170,515 144,132 $ 617,573 $ 663,791 $ 1,872,282 $ 1,979,607 Stagwell has historically largely focused where the Company was founded, in North America, the largest market for its services in the world. The Company has expanded its global footprint to support clients in international markets. Stagwell’s Brands are located in the United States and United Kingdom, and more than 32 other countries around the world. Historically, some clients have responded to weakening economic conditions with reductions to their marketing budgets, which included discretionary components that are easier to reduce in the short term than other operating expenses. The following table presents revenue disaggregated by geography for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, Geographical Location Reportable Segment 2023 2022 2023 2022 (dollars in thousands) United States All $ 498,314 $ 553,744 $ 1,523,420 $ 1,650,610 United Kingdom All 40,323 42,774 116,889 125,950 Other All 78,936 67,273 231,973 203,047 $ 617,573 $ 663,791 $ 1,872,282 $ 1,979,607 Contract Assets and Liabilities Contract assets consist of fees and reimbursable outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Unbilled service fees were $187.4 million and $116.4 million at September 30, 2023 and December 31, 2022, respectively, and are included as a component of Accounts receivable, net on the Unaudited Consolidated Balance Sheets. Outside vendor costs incurred on behalf of clients which have yet to be invoiced were $128.9 million and $93.1 million at September 30, 2023 and December 31, 2022, respectively, and are included on the Unaudited Consolidated Balance Sheets as Expenditures billable to clients. Such amounts are invoiced to clients at various times over the course of providing services. Contract liabilities represent advanced billings to customers for fees and reimbursements of third-party costs, whether we act as principal or agent. Such fees and reimbursements of third-party costs are classified as Advance billings on the Company’s Unaudited Consolidated Balance Sheets. In arrangements in which we are acting as an agent, the recognition related to the contract liability is presented on a net basis within the Unaudited Consolidated Statements of Operations. Advance billings at September 30, 2023 and December 31, 2022 were $335.6 million and $337.0 million, respectively. The decrease in Advance billings of $1.4 million for the nine months ended September 30, 2023 was primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $300.2 million of revenues recognized that were included in the Advance billings balances as of December 31, 2022 and reductions due to the incurrence of third-party costs. Changes in the contract asset and liability balances during the nine months ended September 30, 2023 were not materially impacted by write offs, impairment losses or any other factors. Unsatisfied Performance Obligations The majority of our contracts are for periods of one year or less. For those contracts with a term of more than one year, we had approximately $122.5 million of unsatisfied performance obligations as of September 30, 2023 of which we expect to recognize approximately 30% in 2023, 57% in 2024 and 13% in 2025. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. Earnings (Loss) Per Share The following tables set forth the computations of basic and diluted loss per common share for the three and nine months ended September 30, 2023 (amounts in thousands, except per share amounts): Three Months Ended September 30, 2023 Earnings Per Share - Basic Numerator: Net income $ 3,117 Net income attributable to Class C shareholders (33) Net income attributable to other equity interest holders (2,431) Net income attributable to noncontrolling and redeemable noncontrolling interests (2,464) Net income attributable to Stagwell Inc. common shareholders $ 653 Denominator: Weighted average number of common shares outstanding 110,787 Earnings Per Share - Basic $ 0.01 Earnings Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 653 Net income attributable to Class C shareholders 33 $ 686 Denominator: Basic - Weighted Average number of common shares outstanding 110,787 Dilutive shares: Stock appreciation rights 407 Restricted share and restricted unit awards 2,139 Employee Stock Purchase Plan shares 24 Class A shares 113,357 Class C shares 151,649 Diluted - Weighted average number of common shares outstanding 265,006 Earnings Per Share - Diluted $ 0.00 Anti-dilutive: Class A Shares to settle deferred acquisition obligations 7,480 Nine Months Ended September 30, 2023 Earnings Per Share - Basic Numerator: Net loss $ (12,145) Net loss attributable to Class C shareholders 7,684 Net loss attributable to other equity interest holders 864 Net loss attributable to noncontrolling and redeemable noncontrolling interests 8,548 Net loss attributable to Stagwell Inc. common shareholders $ (3,597) Denominator: Weighted average number of common shares outstanding 118,772 Earnings Per Share - Basic & Diluted $ (0.03) Anti-dilutive: Class C Shares 151,649 Stock Appreciation Rights and Restricted Awards 5,532 Class A Shares to settle deferred acquisition obligations 6,843 Employee Stock Purchase Plan shares 72 The following table sets forth the computations of basic and diluted earnings per common share for the three and nine months ended September 30, 2022: Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Earnings Per Share - Basic (amounts in thousands, except per share amounts) Numerator: Net income $ 35,274 $ 93,415 Net income attributable to Class C shareholders (19,286) (51,027) Net income attributable to other equity interest holders (5,379) (8,641) Net income attributable to noncontrolling and redeemable noncontrolling interests (24,665) (59,668) Net income attributable to Stagwell Inc. common shareholders $ 10,609 $ 33,747 Denominator: Weighted Average number of common shares outstanding 125,384 124,710 Earnings Per Share - Basic $ 0.08 $ 0.27 Earnings Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 10,609 $ 33,747 Denominator: Basic - Weighted Average number of common shares outstanding 125,384 124,710 Stock appreciation right awards 1,837 1,885 Restricted share and restricted unit awards 3,277 4,955 Dilutive - Weighted average number of common shares outstanding 130,498 131,550 Earnings Per Share - Diluted $ 0.08 $ 0.26 Restricted stock awards of 3.7 million and 2.3 million as of September 30, 2023 and 2022, respectively, were excluded from the computation of diluted earnings (loss) per common share because the performance contingencies necessary for vesting were not met as of the reporting date. |
Deferred Acquisition Considerat
Deferred Acquisition Consideration | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Deferred Acquisition Consideration | 2. Acquisitions 2022 Acquisitions Acquisition of Brand New Galaxy On April 19, 2022, the Company acquired Brand New Galaxy (“BNG”), for approximately $20.9 million of cash consideration, as well as contingent consideration up to a maximum value of $50.0 million. The contingent consideration is due upon meeting certain future earnings targets through 2024, with approximately 67% payable in cash and 33% payable in shares of Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of BNG based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 2,766 Accounts receivable 10,147 Other current assets 671 Fixed assets 1,587 Identifiable intangible assets 12,740 Other assets 1,583 Accounts payable (4,771) Accruals and other liabilities (6,880) Advance billings (1,159) Other liabilities (3,642) Net assets assumed 13,042 Goodwill 24,643 Purchase price consideration $ 37,685 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of BNG. Goodwill of $24.6 million was assigned to the Brand Performance Network reportable segment. The majority of the goodwill is non-deductible for income tax purposes. Intangible assets consist of trade names, customer relationships and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately ten years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 6,150 10 Trade names 5,500 10 Developed technology 1,090 7 Total acquired intangible assets $ 12,740 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 1,989,833 Net income $ 92,670 Revenue attributable to BNG, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $7.7 million and $21.8 million, respectively, and Net loss was $0.7 million and $0.2 million, respectively. Revenue attributable to BNG, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2022 was $5.9 million and $11.2 million, respectively, and Net loss was $2.5 million and $2.6 million, respectively. Acquisition of TMA Direct, Inc. On May 31, 2022, the Company acquired approximately 87% of TMA Direct, Inc. (“TMA Direct”) for approximately $17.2 million of cash consideration and approximately $0.5 million of deferred acquisition payments. The Company was also granted an option to purchase the remaining 13% minority interest in TMA Direct for up to approximately $13.3 million. The consideration has been allocated to the assets acquired and assumed liabilities of TMA Direct based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Accounts receivable $ 582 Other current assets 669 Identifiable intangible assets 13,200 Accounts payable (379) Other liabilities (270) Noncontrolling interests (2,667) Net assets assumed 11,135 Goodwill 6,569 Purchase price consideration $ 17,704 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of TMA Direct. Goodwill of $6.6 million was assigned to the Communications Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of trade names and customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is ten years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 11,400 10 Trade names 1,800 10 Total acquired intangible assets $ 13,200 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 1,983,437 Net income $ 94,768 Revenue attributable to TMA Direct, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $2.1 million and $8.7 million, respectively and Net income was $0.3 million and $0.7 million, respectively. Revenue attributable to TMA Direct, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2022 was $3.8 million and $5.0 million, respectively, and Net income was $1.4 million and $1.6 million, respectively. Acquisition of Maru Group Limited Ltd. On October 3, 2022, the Company acquired Maru Group Limited Ltd. (“Maru”) for approximately £23.0 million (approximately $25.8 million) in cash consideration. The consideration has been allocated to the assets acquired and assumed liabilities of Maru based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 1,033 Accounts receivable 7,374 Other current assets 899 Fixed assets 157 Identifiable intangible assets 14,300 Other assets 1,920 Accounts payable (4,087) Accruals and other liabilities (9,154) Advance billings (6,462) Deferred tax liability (3,328) Other liabilities (2,891) Net assets assumed (239) Goodwill 26,033 Purchase price consideration $ 25,794 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Maru and expected growth related to new customer relationships and geographic expansion. Goodwill of $26.0 million was assigned to the All Other reportable segment. The goodwill is partially deductible for income tax purposes. Intangible assets consist of trade names, customer relationships, and developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately eight years. The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 4,900 10 Trade names 4,000 10 Developed technology 5,400 2-7 Total acquired intangible assets $ 14,300 Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 672,435 $ 2,009,482 Net income $ 30,113 $ 79,414 Revenue attributable to Maru, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $7.7 million and $25.5 million, respectively and Net loss was $3.2 million and $7.6 million, respectively. Acquisition of Wolfgang, LLC. On October 3, 2022, the Company acquired the remaining 80% interest that it did not already own in Wolfgang, LLC., (“Wolfgang”) for approximately $3.8 million in cash consideration and 175 thousand shares of Class A Common Stock with a fair value of $1.2 million. The consideration has been allocated to the assets acquired and assumed liabilities of Wolfgang based upon fair values, with any excess purchase price allocated to goodwill. The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 1,606 Accounts receivable 1,180 Other current assets 100 Identifiable intangible assets 1,055 Other assets 46 Current liabilities (278) Net assets assumed 3,709 Goodwill 2,451 Purchase price consideration including fair value of previously owned interest $ 6,160 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Wolfgang. Goodwill of $2.5 million was assigned to the Integrated Agencies Network reportable segment. The majority of the goodwill is deductible for income tax purposes. Intangible assets consist of customer relationships. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately five years. Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 665,615 $ 1,988,548 Net income $ 35,114 $ 94,769 Revenue attributable to Wolfgang, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $1.5 million and $3.6 million, respectively, and Net income was $0.1 million and $0.4 million, respectively. Acquisition of Epicenter Experience LLC. On October 3, 2022, the Company acquired the assets of Epicenter Experience LLC., (“Epicenter”) for approximately $9.9 million in cash consideration, as well as contingent consideration up to a maximum value of $5.0 million. The contingent consideration is subject to meeting certain future earnings targets through 2024 and can be paid up to 25% in shares of Class A Common Stock. The consideration has been allocated to the assets acquired and assumed liabilities of Epicenter based upon fair values. The purchase price allocation is as follows: Amount (dollars in thousands) Accounts receivable $ 901 Other current assets 45 Identifiable intangible assets 7,300 Accounts payable (148) Other current liabilities (650) Net assets assumed 7,448 Goodwill 4,416 Purchase price consideration $ 11,864 The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Epicenter. Goodwill of $4.4 million was assigned to the All Other reportable segment. The majority of the goodwill is deductible for income tax purposes. The intangible asset acquired was developed technology. We amortize purchased intangible assets on a straight-line basis over their respective useful lives. The weighted average life of the total acquired identifiable intangible assets is approximately five years. Pro Forma Financial Information The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2021. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 664,882 $ 1,982,784 Net income $ 35,147 $ 93,023 Revenue attributable to Epicenter, included within the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $1.1 million and $3.3 million, respectively, and Net loss was $0.1 million and less than $0.1 million, respectively. Other Acquisitions On July 3, 2023, the Company acquired Tinsel Experiential Design LLC (“Tinsel”) for approximately $2.5 million in cash consideration, subject to post-closing adjustments. In connection with the agreement, the previous owners are entitled to contingent consideration, subject to continued employment, and meeting certain future earnings targets. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Tinsel and expected growth related to new customer relationships. Goodwill of $1.6 million was assigned to the Integrated Agencies Network reportable segment. The majority of goodwill is deductible for income tax purposes. On April 25, 2023, the Company acquired Huskies, Ltd. (“Huskies”) for approximately €5.2 million (approximately $5.6 million) of cash consideration, of which €0.9 million (approximately $1.0 million) is deferred, subject to post-closing adjustments. The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to the assembled workforce of Huskies and expected growth related to new customer relationships and geographic expansion. Goodwill of $2.6 million was assigned to the Brand Performance Network reportable segment. The majority of goodwill is non-deductible for income tax purposes. On July 12, 2022, the Company acquired PEP Group Holdings B.V., an omnichannel content creation and adaption production company for approximately $0.5 million in cash consideration, as well as contingent consideration up to a maximum value of €2.6 million. The contingent consideration is subject to meeting certain future earnings targets through 2025. On July 15, 2022, the Company acquired Apollo Program II Inc., a real-time artificial intelligence-powered software-as-a-service platform, for approximately $2.3 million in cash consideration, as well as guaranteed deferred payments of $1.0 million and $1.5 million on or prior to July 1, 2023 and July 1, 2024, respectively. 2022 Purchases of Noncontrolling Interests On April 1, 2022, the Company acquired the remaining interest in Hello Design, LLC (“Hello Design”) that it did not already own for an aggregate purchase price of $4.6 million, comprised of a closing cash payment of $3.6 million and a contingent deferred acquisition payment of $1.0 million. The contingent deferred payment of $1.0 million was paid in the second quarter of 2023. 5. Deferred Acquisition Consideration Deferred acquisition consideration on the Unaudited Consolidated Balance Sheets consists of deferred obligations related to contingent and fixed purchase price payments, and contingent and fixed retention payments tied to continued employment of specific personnel. Contingent deferred acquisition consideration is recorded at the acquisition date fair value and adjusted at each reporting period within Office and general expenses on the Unaudited Consolidated Statements of Operations. The following table presents changes in deferred acquisition consideration, measured at fair value on a recurring basis using significant unobservable inputs, and a reconciliation to the amounts reported on the Unaudited Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022: September 30, December 31, (dollars in thousands) Beginning balance $ 161,323 $ 222,369 Payments (1) (60,806) (74,963) Adjustments to deferred acquisition consideration (2) 10,881 (12,779) Additions (3) 22,172 26,594 Currency translation adjustment 140 (758) Other 27 860 Ending balance (4) $ 133,737 $ 161,323 (1) Includes deferred acquisition consideration payments settled in the shares of Class A Common Stock of $20.1 million and $1.0 million, respectively, for the period ended September 30, 2023 and December 31, 2022. (2) Adjustment to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments. (3) In 2021, the Company entered into an agreement to purchase the remaining 26.7% interest in Targeted Victory it did not previously own. The agreement provided for the purchase of 50% of the interest on October 1, 2021 (payable in October 2023) and 50% on July 31, 2023 (payable in October 2025 with a seller’s right to defer until October 2027). In connection with the purchase, the estimated amount payable in October 2025, was reclassified from redeemable noncontrolling interest to deferred acquisition consideration. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 6. Leases The Company leases office space in North America, Europe, Asia, South America, Africa, and Australia. This space is primarily used for office and administrative purposes by the Company’s employees in performing professional services. These leases are classified as operating leases and expire between years 2023 through 2034. The Company’s finance leases are immaterial. Lease costs are recognized in the Unaudited Consolidated Statements of Operations over the lease term on a straight-line basis. 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. Some of the Company’s leases include options to extend or renew the leases through 2044. The renewal and extension options are not included in the lease term as the Company is not reasonably certain that it will exercise its option. From time to time, the Company enters into sublease arrangements with unrelated third parties. These leases are classified as operating leases and expire between years 2023 through 2032. Sublease income is recognized over the lease term on a straight-line basis. Currently, the Company subleases office space in North America and Europe. As of September 30, 2023, the Company entered into three operating leases for which the commencement date has not yet occurred primarily because of the premises being prepared for occupancy by the landlord. Accordingly, these three leases represent an obligation of the Company that is not reflected within the Unaudited Consolidated Balance Sheets as of September 30, 2023. The aggregate future liability related to these leases is approximately $6.0 million. The discount rate used for leases accounted for under the FASB’s Accounting Standards Codification (“ASC”) 842 is the Company’s collateralized credit adjusted borrowing rate. The following table presents lease costs and other quantitative information for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease Cost: (dollars in thousands) Operating lease cost $ 19,029 $ 19,966 $ 57,557 $ 54,929 Variable lease cost 5,517 4,759 15,735 13,963 Sublease rental income (1,903) (3,636) (7,519) (11,128) Total lease cost $ 22,643 $ 21,089 $ 65,773 $ 57,764 Additional information: Cash paid for amounts included in the measurement of lease liabilities for operating leases Operating cash flows $ 22,823 $ 22,694 $ 67,095 $ 69,827 Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments $ 8,145 $ 5,189 $ 14,681 $ 27,878 As of September 30, 2023, the weighted average remaining lease term (in years) and weighted average discount rate were 6.4 and 5.1%, respectively. Operating lease expense is included in Office and general expenses in the Unaudited Consolidated Statements of Operations. The Company’s lease expense for leases with a term of 12 months or less is immaterial. For the three months ended September 30, 2023, the Company did not record an impairment for leases. In the nine months ended September 30, 2023, the Company recorded a charge of $9.2 million, to reduce the carrying value of two of its right-of-use lease assets and related leasehold improvements. The right-of-use lease assets related to agencies within the Integrated Agencies Network. In the three and nine months ended September 30, 2022, the Company recorded a charge of $1.7 million and $2.0 million, respectively, primarily to reduce the carrying value of one of its right-of-use lease assets and related leasehold improvements. The right-of-use lease assets and related leasehold improvements related to an agency within the Integrated Agencies Network. With regard to the aforementioned impairments, the Company evaluated the facts and circumstances related to the use of the assets which indicated that they may not be recoverable. Using estimated sublease income to develop expected future cash flows, it was determined that the fair value of the assets were less than their carrying value. The impairment charges are included in Impairment and other losses within the Unaudited Consolidated Statements of Operations. The following table presents minimum future rental payments under the Company’s leases as of September 30, 2023 and their reconciliation to the corresponding lease liabilities: Maturity Analysis (dollars in thousands) Remaining 2023 $ 20,220 2024 79,852 2025 63,117 2026 51,672 2027 47,110 Thereafter 139,394 Total 401,365 Less: Present value discount (62,105) Lease liability $ 339,260 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt As of September 30, 2023 and December 31, 2022, the Company’s indebtedness was comprised as follows: September 30, December 31, (dollars in thousands) Credit Agreement $ 412,000 $ 100,000 5.625% Notes 1,100,000 1,100,000 Debt issuance costs (13,871) (15,293) Total long-term debt $ 1,498,129 $ 1,184,707 Interest expense related to long-term debt included in Interest expense, net on the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $25.3 million and $65.9 million, respectively, and for the three and nine months ended September 30, 2022 was $19.0 million and $54.9 million, respectively. The amortization of debt issuance costs included in Interest expense, net on the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2023 was $0.7 million and $2.5 million, respectively, and for the three and nine months ended September 30, 2022 was $0.6 million and $1.8 million, respectively. Revolving Credit Agreement The Company is party to a senior secured revolving credit facility with a five-year maturity with a syndicate of banks (the “Credit Agreement”). On May 4, 2023, the Company amended the Credit Agreement to, among other things, increase the revolving commitments under the Credit Agreement by $140.0 million from $500.0 million to $640.0 million and permit restricted payments for share repurchases or redemptions from certain of its stockholders in an aggregate principal amount of up to $150.0 million. The Credit Agreement contains sub-limits for revolving loans denominated in pounds and euros not to exceed the U.S. dollar equivalent of $50.0 million in pounds and $50.0 million in euros and $100.0 million in the aggregate. Additionally, the Credit Agreement contains a $15.0 million sub-limit for letters of credit denominated in pounds or euros. Borrowings pursuant to the Credit Agreement bear interest at a rate equal to, at the Company’s option, (i) the greatest of (a) the prime rate of interest in effect on such day, (b) the federal funds effective rate plus 0.50% and (c) the Secured Overnight Financing Rate (“SOFR”) plus 0.10%, plus 1% in each case, plus the applicable margin (calculated based on the Company’s Total Leverage Ratio, as defined in the Credit Agreement) at that time or (ii) the SOFR rate plus 0.10% plus the applicable margin (calculated based on the borrowers’ total leverage ratio) at that time. Advances under the Credit Agreement may be prepaid in whole or in part from time to time without penalty or premium. The Credit Agreement commitment may be reduced by the Company from time to time. Principal amounts outstanding under the Credit Agreement are due and payable in full at maturity on August 3, 2026. The Credit Agreement contains a number of financial and nonfinancial covenants and is guaranteed by substantially all of our present and future subsidiaries, subject to customary exceptions. The Company was in compliance with all covenants as of September 30, 2023. A portion of the Credit Agreement in an amount not to exceed $50.0 million is available for the issuance of standby letters of credit. As of September 30, 2023 and December 31, 2022, the Company had issued undrawn outstanding letters of credit of $24.9 million and $25.3 million, respectively. Senior Notes The Company had $1.1 billion aggregate principal amount of 5.625% senior notes (“5.625% Notes”) outstanding as of September 30, 2023. The 5.625% Notes are due August 15, 2029 and bear interest of 5.625% to be paid on February 15 and August 15 of each year, commencing on February 15, 2022. The 5.625% Notes are guaranteed on a senior unsecured basis by substantially all of the Company’s subsidiaries. The 5.625% Notes rank (i) equally in right of payment with all of the Company’s or any guarantor’s existing and future unsubordinated indebtedness, (ii) senior in right of payment to the Company’s or any guarantor’s existing and future subordinated indebtedness, (iii) effectively subordinated to any of the Company’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 the Company’s subsidiaries that are not guarantors. Our obligations under the 5.625% Notes are unsecured and are effectively junior to our secured indebtedness to the extent of the value of the collateral securing such secured indebtedness. Borrowings under the Credit Agreement are secured by substantially all of the assets of the Company, and any existing and future subsidiary guarantors, including all of the capital stock of each restricted subsidiary. The Company may, at its option, redeem the 5.625% Notes in whole at any time or in part from time to time, on and after August 15, 2024 at a redemption price of 102.813% of the principal amount thereof if redeemed during the twelve-month period beginning on August 15, 2024, at a redemption price of 101.406% of the principal amount thereof if redeemed during the twelve-month period beginning on August 15, 2025 and at a redemption price of 100% of the principal amount thereof if redeemed on August 15, 2026 and thereafter. Prior to August 15, 2024, the Company may, at its option, redeem some or all of the 5.625% Notes at a price equal to 100% of the principal amount of the 5.625% Notes plus a “make whole” premium and accrued and unpaid interest. The Company may also redeem, at its option, prior to August 15, 2024, up to 40% of the 5.625% Notes with the net proceeds from one or more equity offerings at a redemption price of 105.625% of the principal amount thereof. If the Company experiences certain kinds of changes of control (as defined in the indenture), holders of the 5.625% Notes may require the Company to repurchase any 5.625% Notes held by them at a price equal to 101% of the principal amount of the 5.625% Notes plus accrued and unpaid interest. In addition, if the Company sells assets under certain circumstances, it may be required to use the net sale proceeds (as defined in the indenture) to offer to repurchase the 5.625% Notes at a price equal to 100% of the principal amount of the 5.625% Notes plus accrued and unpaid interest, up to the net sale proceeds amount. The indenture includes covenants that, among other things, restrict the Company’s ability and the ability of its restricted subsidiaries (as defined in the indenture) to incur or guarantee additional indebtedness; pay dividends on or redeem or repurchase the capital stock of the Company; make certain types of investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries; sell assets; enter into transactions with affiliates; create liens; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of the Company’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The 5.625% Notes are also subject to customary events of default, including cross-payment default and cross-acceleration provisions. The Company was in compliance with all covenants as of September 30, 2023. |
Noncontrolling and Redeemable N
Noncontrolling and Redeemable Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling and Redeemable Noncontrolling Interests | 8. 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 within Shareholder’s Equity in the Unaudited Consolidated Balance Sheets. Where the incremental purchase may be required of the Company, the amounts are recorded as Redeemable noncontrolling interests in mezzanine equity in the Unaudited Consolidated Balance Sheets at their estimated acquisition date redemption value and adjusted at each reporting period for changes to their estimated redemption value through Retained earnings (but not less than their initial redemption value), except for foreign currency translation adjustments. The following table presents Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests between holders of Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) and other equity interest holders for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (dollars in thousands) Net income (loss) attributable to Class C shareholders $ 33 $ 19,286 $ (7,684) $ 51,027 Net income attributable to other equity interest holders 1,001 2,287 1,221 4,083 Net income (loss) attributable to noncontrolling interests $ 1,034 $ 21,573 $ (6,463) $ 55,110 Net income (loss) attributable to redeemable noncontrolling interests 1,430 3,092 (2,085) 4,558 Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests $ 2,464 $ 24,665 $ (8,548) $ 59,668 The following table presents noncontrolling interests between holders of Class C Common Stock and other equity interest holders as of September 30, 2023 and December 31, 2022: September 30, December 31, (dollars in thousands) Noncontrolling interest of Class C shareholders $ 393,763 $ 428,406 Noncontrolling interest of other equity interest holders 29,674 33,691 Total noncontrolling interests $ 423,437 $ 462,097 The following table presents changes in redeemable noncontrolling interests: September 30, December 31, (dollars in thousands) Beginning balance $ 39,111 $ 43,364 Redemptions (1) (22,172) (1,400) Distributions (5,374) (2,822) Changes in redemption value 621 (8,711) Net income (loss) attributable to redeemable noncontrolling interests (2,085) 8,135 Other (16) 545 Ending balance $ 10,085 $ 39,111 (1) Redemptions for the nine months ended September 30, 2023, is associated with redeemable noncontrolling interest of a certain brand we did not previously own. The amount was reclassified as a deferred acquisition contingent obligation (see Note 5). 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 2023 to 2027. 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 $10.1 million as of September 30, 2023, consists of $6.2 million, assuming that the subsidiaries meet certain performance metrics, and $3.9 million upon termination of such owner’s employment with the applicable subsidiary or death. These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. As such, there is no related impact on the Company’s earnings per share calculations for the three and nine months ended September 30, 2023 and 2022. Comprehensive Loss Attributable to Noncontrolling and Redeemable Noncontrolling Interests For the three months ended September 30, 2023, comprehensive loss attributable to the noncontrolling and redeemable noncontrolling interests was $5.5 million, which consists of $2.5 million of net income and $7.9 million of other comprehensive loss. |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | 9. Commitments, Contingencies, and Guarantees 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. 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 unaudited 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. Commitments. At September 30, 2023, the Company had $24.9 million of undrawn letters of credit outstanding. The Company entered into three operating leases for which the commencement date has not yet occurred as of September 30, 2023. See Note 6 of the Notes included herein for additional information. In the ordinary course of business, the Company may enter into long-term, non-cancellable contracts with partner associations that include revenue or profit-sharing commitments related to the provision of its services. These contracts may also include provisions that require the partner associations to meet certain performance targets prior to any obligation to the Company. As of September 30, 2023, the Company estimates its future minimum commitments under these non-cancellable agreements to be: $2.7 million, $6.8 million, $6.6 million, $4.0 million, $2.9 million and $6.8 million for the remainder of 2023, 2024, 2025, 2026, 2027, and thereafter, respectively. |
Share Capital
Share Capital | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Share Capital | 10. Share Capital The authorized and outstanding share capital of the Company is below. Class A Common Stock There are 1.0 billion shares of Class A Common Stock authorized, of which 115.9 million shares were issued and outstanding as of September 30, 2023. Each share of Class A Common Stock carries one vote and represents an economic interest in the Company. Class B Common Stock During the nine months ended September 30, 2023, each remaining share of Class B Common Stock par value $0.001 per share (the “Class B Common Stock”) then issued and outstanding or held by the Company was reclassified as and converted into 1.25 shares of Class A Common Stock, with any fractional shares to which a holder of shares of Class B Common Stock would have been entitled rounded up to the nearest whole share of Class A Common Stock. As a result, there were no shares of Class B Common Stock issued and outstanding as of September 30, 2023. Class C Common Stock There are 250.0 million shares of Class C Common Stock authorized, of which 151.6 million shares were issued and outstanding as of September 30, 2023. Each share of Class C Common Stock carries one vote and does not represent an economic interest in the Company. Each share of Class C Common Stock is paired with a corresponding common unit of Stagwell Global LLC (“OpCo”) (each such paired share of Class C Common Stock and common unit of OpCo, a “Paired Unit”). Each holder of Paired Units may, at its option, exchange such Paired Units for shares of Class A Common Stock on a one-to-one basis (i.e., one Paired Unit for one share of Class A Common Stock). In the three and nine months ended September 30, 2023, holders of the Paired Units exchanged approximately nil and 9.3 million Paired Units, respectively, for the same number of shares of Class A Common Stock. Class A Common Stock Repurchases The Company may purchase shares of Class A Common Stock under its stock repurchase program (the “Repurchase Program”) as well as repurchases outside of the Repurchase Program. On March 1, 2023, the Company’s board of directors (the “Board”) authorized an extension and a $125.0 million increase in the size of the Repurchase Program to an aggregate of $250.0 million, with any previous purchases under the Repurchase Program continuing to count against that limit. The Repurchase Program, as amended, will expire on March 1, 2026. Under the Repurchase Program, share repurchases may be made at our discretion from time to time in open market transactions at prevailing market prices, including through trading plans that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, in privately negotiated transactions, or through other means. The timing and number of shares repurchased under the Repurchase Program will depend on a variety of factors, including the performance of our stock price, general market and economic conditions, regulatory requirements, the availability of funds, and other considerations we deem relevant. The Repurchase Program may be suspended, modified or discontinued at any time without prior notice. Our board of directors will review the Repurchase Program periodically and may authorize adjustments of its terms. During the nine months ended September 30, 2023, 6.7 million shares of Class A Common Stock were repurchased pursuant to the Repurchase Program at an aggregate value, excluding fees, of $42.5 million. These shares were repurchased at an average price of $6.38 per share. The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $155.7 million as of September 30, 2023. In addition to the repurchases under the Repurchase Program, on May 23, 2023, the Company repurchased approximately 23.3 million shares of Class A Common Stock from certain affiliates of AlpInvest Partners B.V. at a price of $6.43 per share, for an aggregate total repurchase price of approximately $150.0 million. Employee Stock Purchase Plan The Board adopted the 2023 Employee Stock Purchase Plan (the “ESPP”), which was approved at the Company’s annual meeting of shareholders held on June 14, 2023. A total of 3.0 million shares of Class A Common Stock is reserved for sale under the ESPP to eligible employees as defined in the plan. Under the ESPP, eligible employees can elect to withhold up to 15% of their earnings, subject to certain maximums, to purchase shares of Class A Common Stock on certain plan-defined dates. The purchase price for each offering period is 92.5% of the fair market value of shares of Class A Common Stock at the end of the offering period. The plan is considered compensatory resulting in the fair value of the discount being expensed over the service period. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. Fair Value Measurements 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 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. The hierarchy for observable and unobservable inputs used to measure fair value into three broad levels 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. Financial Instruments that are not Measured at Fair Value on a Recurring Basis The following table presents certain information for our financial liability that is not measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value (dollars in thousands) 5.625% Notes $ 1,100,000 $ 881,705 $ 1,100,000 $ 902,000 The fair value of this instrument is based on quoted market prices in markets that are not active. Therefore, this debt is classified as Level 2 within the fair value hierarchy. Financial Instruments Measured at Fair Value on a Recurring Basis Contingent deferred acquisition consideration (Level 3 fair value measurement) is initially recorded at the acquisition date fair value and adjusted at each reporting period. The estimated liability is determined in accordance with models of each business’ future performance, including revenue growth and free cash flows. These models are dependent upon significant assumptions, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and the discount rate. These growth rates are consistent with the Company’s long-term forecasts. As of September 30, 2023, the discount rate used to measure these liabilities ranged from 5.2% to 5.6%. As these estimates require the use of assumptions about future performance, which are uncertain at the time of estimation, the fair value measurements presented on the Unaudited Consolidated Balance Sheets are subject to material uncertainty. See Note 5 of the Notes included herein for additional information regarding contingent deferred acquisition consideration. As of September 30, 2023 and December 31, 2022, the carrying amount of the Company’s financial instruments, including cash, cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity. Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis Certain non-financial assets are measured at fair value on a nonrecurring basis, primarily goodwill, intangible assets (Level 3 fair value measurements) and right-of-use lease assets (Level 2 fair value measurement). Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment. The Company recognized an impairment of an intangible asset for the nine months ended September 30, 2023. The Company recognized an impairment of goodwill in the three and nine months ended September 30, 2022. See Note 12 of the Notes included herein for additional information. The Company recognized an impairment of right-of-use lease assets for the nine months ended September 30, 2023 and for the three and nine months ended September 30, 2022. See Note 6 of the Notes included herein for additional information. |
Supplemental Information
Supplemental Information | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Information | 12. Supplemental Information Stock Based Awards Stock-based compensation recognized for awards authorized under the Company’s employee stock incentive plans during the nine months ended September 30, 2023 and 2022 was $33.3 million and $26.3 million, respectively. This increase was included as a component of stock-based compensation in Office and general expenses and Cost of services within the Unaudited Consolidated Statements of Operations. On June 14, 2023, the Company’s compensation committee approved the modification of certain stock appreciation right awards. The modification provides the grantees the option to settle the awards in either cash or Class A Common Stock. As a result, the Company recognized $4.3 million and $0.5 million of incremental stock-based compensation expense for the three and nine months ended September 30, 2023, respectively, and a liability of $6.0 million as of September 30, 2023. The incremental expense is included in Office and general expenses in the Unaudited Consolidated Statement of Operations. The associated liability is included in Accruals and other liabilities in the Unaudited Consolidated Balance Sheets. Certain of the Company’s subsidiaries grant awards to their employees providing them with an equity interest in the respective subsidiary (the “profits interests awards”). The awards generally provide the employee the right, but not the obligation, to sell their profits interest in the subsidiary to the Company based on a performance-based formula and, in certain cases, receive a profit share distribution. The profits interests awards are primarily settled in cash, with certain awards having stock-settlement provisions at the Company’s discretion. The corresponding liability associated with these profits interests awards was $17.3 million and $21.0 million at September 30, 2023 and December 31, 2022, respectively, and is included as a component of Accruals and other liabilities and Other liabilities on the Unaudited Consolidated Balance Sheets. Stock-based compensation recognized for these awards was $1.3 million and $5.6 million for the nine months ended September 30, 2023 and 2022, respectively. This was included as a component of stock-based compensation in Cost of services within the Unaudited Consolidated Statements of Operations. Transfer of Accounts Receivable The Company transfers certain of its trade receivable assets to third parties under agreements to sell certain of its accounts receivables. Per the terms of these agreements, the Company surrenders control over its trade receivables upon transfer. The trade receivables transferred to the third parties were $263.7 million and $87.9 million for the nine months ended September 30, 2023 and 2022, respectively. The amount collected and due to the third parties under these arrangements was $10.1 million as of September 30, 2023 and $5.7 million as of December 31, 2022. Fees for these arrangements were recorded in Office and general expenses in the Unaudited Consolidated Statements of Operations and totaled $4.1 million and $0.6 million for the nine months ended September 30, 2023 and 2022, respectively. Impairment and Other Losses The Company recognized an impairment and other losses charge of $10.6 million for the nine months ended September 30, 2023 related to the impairment of an intangible asset totaling $1.4 million, right-of-use lease assets totaling $6.1 million and its related leasehold improvements totaling $3.1 million. The intangible asset impairment related to the discontinuation of a trade name in the Brand Performance Network reportable segment. The Company recognized an impairment and other losses charge of $28.0 million for the nine months ended September 30, 2022, primarily related to the impairment of goodwill totaling $23.5 million, and the impairment of right-of-use lease assets and related leasehold improvements totaling $2.0 million. The goodwill impairment was to write-down the carrying value in excess of the fair value at two reporting units, one within the Brand Performance Network and one within the All Other category. The right-of-use lease asset and related leasehold improvement impairment was recorded in two reporting units, one in Brand Performance Network reporting segment, and one in Integrated Agencies Network reporting segment. The expense was recorded within Impairment and other losses on the Unaudited Consolidated Statements of Operations. Current Expected Credit Losses The Company adopted ASC 326, Current Expected Credit Losses, on January 1, 2023, which requires the measurement and recognition of expected credit losses using a current expected credit loss model. The allowance for credit losses on expected future uncollectible accounts receivable is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions. The adoption resulted in an increase in the allowance for accounts receivables and a decrease to opening Retained earnings of $2.1 million, of which $1.4 million was subsequently allocated to noncontrolling interests. These amounts are presented within the “Other” line on the Statement of Shareholders’ Equity. |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | The Company adopted ASC 326, Current Expected Credit Losses, on January 1, 2023, which requires the measurement and recognition of expected credit losses using a current expected credit loss model. The allowance for credit losses on expected future uncollectible accounts receivable is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions. The adoption resulted in an increase in the allowance for accounts receivables and a decrease to opening Retained earnings of $2.1 million, of which $1.4 million was subsequently allocated to noncontrolling interests. These amounts are presented within the “Other” line on the Statement of Shareholders’ Equity. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | 13. Income Taxes Our tax provision for interim periods is determined using an estimated annual effective tax rate, adjusted for discrete items arising in interim periods. The Company had an income tax expense for the three months ended September 30, 2023 of $4.3 million (on a pre-tax income of $7.4 million resulting in an effective tax rate of 58.1%) compared to income tax expense of $11.5 million (on pre-tax income of $46.6 million resulting in an effective tax rate of 24.8%) for the three months ended September 30, 2022. The difference in the effective tax rate of 58.1% in the three months ended September 30, 2023, as compared to 24.8% in the three months ended September 30, 2022, is due to the change in the pretax income and related reduction in benefit from the disregarded entity structure. The Company had an income tax expense for the nine months ended September 30, 2023 of $12.4 million (on a pre-tax income of $0.7 million resulting in an effective tax rate of 1709.1%) compared to income tax expense of $20.2 million (on pre-tax income of $112.5 million resulting in an effective tax rate of 17.9%) for the nine months ended September 30, 2022. The difference in the effective tax rate of 1709.1% in the nine months ended September 30, 2023, as compared to 17.9% in the nine months ended September 30, 2022, is primarily due to the change in pre-tax income, tax benefit of impairments offset by an increase in valuation allowance, lower share-based compensation windfalls and out-of-period adjustments in 2023. See Note 1 in the Notes to the Unaudited Consolidated Financial Statements. Although it is reasonably possible that a change in the balance of unrecognized tax benefits may occur within the next 12 months, based on the information currently available, we do not expect any change to be material to our consolidated financial statements. Tax Receivables Agreement In connection with the Tax Receivable Agreement (“TRA”), the Company is required to make cash payments to Stagwell Media LP (“Stagwell Media”) equal to 85% of certain U.S. federal, state and local income tax or franchise tax savings, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (i) increases in the tax basis of OpCo’s assets resulting from exchanges of Paired Units (defined in Note 10) for shares of Class A Common Stock or cash, as applicable, and (ii) certain other tax benefits related to us making payments under the TRA. The TRA liability is an estimate and actual amounts payable under the TRA could differ from this estimate. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions In the ordinary course of business, the Company enters into transactions with related parties, including its affiliates. The transactions may range in the nature and value of services underlying the arrangements. The following table presents significant related party transactions where a third party receives services from the Company: Total Transaction Value Revenue Due From Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, Services 2023 2022 2023 2022 (dollars in thousands) Marketing and advertising services (1) Continuous (7) $ 665 $ 718 $ 1,823 $ 866 $ 1,544 $ 1,029 Marketing and advertising services (2) $3,576 and Continuous (7) 600 966 1,193 2,038 4,283 4,831 Marketing and website development services (3) $7,165 and Continuous (7) 759 2,658 2,702 6,945 609 488 Polling services (4) $1,903 670 93 962 303 420 280 Polling services (5) $797 116 109 282 477 169 — Polling services (6) $4,431 90 1,295 1,046 2,248 7 — Total $ 2,900 $ 5,839 $ 8,008 $ 12,877 $ 7,032 $ 6,628 (1) A member of the Company’s board of directors holds an executive leadership position or is on the board of directors of the client. (2) Brands’ partners and executives either hold a key leadership position in or are on the board of directors of the client. (3) Client has a significant interest in the Company. (4) A family member of the Company’s Chief Executive Officer holds a key leadership position in the client. (5) A family member of the Company’s President holds a key leadership position in the client. (6) Founder of the client has significant interest in the Company. (7) Certain of the contractual arrangements within these transactions were entered into for an indefinite term and are invoiced as services are provided, while others have a fixed definitive contract value. In 2019, a Brand entered into a loan agreement with a related party who holds a minority interest in the Brand. The loan receivable of $1.2 million and $3.6 million due from the third party is included within Other current assets in the Company’s Unaudited Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, respectively. The Company recognized $0.1 million and $0.2 million for the three and nine months ended September 30, 2023, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2022, respectively, of interest income within Interest expense, net on its Unaudited Consolidated Statements of Operations. In addition, in 2021, the Brand entered into an arrangement to obtain sales and management services from the same third party. Under the arrangement, the Brand has incurred $1.1 million and $1.8 million of related party expense for the three and nine months ended September 30, 2023, respectively and $0.6 million and $1.3 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 and December 31, 2022, $0.8 million and $1.4 million, respectively, was due to the third party. In 2022, the Company made loans to three employees of a subsidiary each in the amount of approximately $0.9 million, together with interest on the unpaid principal balance at a fixed interest rate equal to 3.5% per annum, compounding quarterly. The cash from the loan was used by the employees to purchase the noncontrolling interest of 13.3% in TMA Direct. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 15. Segment Information The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information, and is (iii) regularly reviewed by the Chief Operating Decision Maker (“CODM”), who is Mark Penn, Chief Executive Officer and Chairman, to make decisions regarding resource allocation for the segment and assess its performance. Once operating segments are identified, the Company performs an analysis to determine if aggregation of operating segments is applicable. This determination is based upon a quantitative analysis of the expected and historic average long-term profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics. The CODM uses Adjusted EBITDA (defined below) as a key metric, to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions. Adjusted EBITDA is defined as Net income excluding non-operating income or expense to achieve operating income, plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, and other items. Other items include restructuring costs, acquisition-related expenses, and non-recurring items. The Company made changes to its internal management and reporting structure in the first quarter of 2023, resulting in an update to our reportable segments (Networks). The change in reportable segments was that Mono, previously in the Integrated Agencies Network, is now within Allison & Partners in the Communications Network, and Storyline (a Brand specializing in research and survey generation), previously in the Communications Network, is now within Constellation in the Integrated Agencies Network. Periods presented prior to the first quarter of 2023 have been recast to reflect the reclassification of certain reporting units (Brands) between operating segments. The Company has three reportable segments as follows: “Integrated Agencies Network,” “Brand Performance Network” and the “Communications Network.” In addition, the Company combines and discloses operating segments that do not meet the aggregation criteria, and includes the elimination of certain intercompany services, as “All Other.” This segment also includes the elimination of intercompany revenue. The Company also reports corporate expenses, as further detailed below, as “Corporate.” All segments follow the same basis of presentation and accounting policies as those described throughout the Notes included herein. • The Integrated Agencies Network includes five operating segments: the Anomaly Alliance, Constellation, the Doner Partner Network, Code and Theory, and National Research Group. The operating segments offer an array of complementary services spanning our core capabilities of Digital Transformation, Performance Media & Data, Consumer Insights & Strategy, and Creativity & Communications. The Brands included in the operating segments that comprise the Integrated Agencies Network reportable segment are as follows: Anomaly Alliance (Anomaly, Concentric and Scout (Brands)), Constellation (72andSunny, Colle McVoy, Hunter, Instrument, Redscout, Team Enterprises, Storyline, and Harris Insights), the Doner Partner Network (Doner, KWT Global, Harris X, Veritas, and Yamamoto (Brands)), Code and Theory (Code and Theory and Y Media Labs) and National Research Group. These operating segments share similar characteristics related to (i) the nature of their services; (ii) the type of clients and the methods used to provide services; and (iii) the extent to which they may be impacted by global economic and geopolitical risks. In addition, these operating segments may occasionally compete with each other for new business or have business move between them. • The Brand Performance Network (“BPN”) is comprised of a single operating segment. BPN includes a unified media and data management structure with omnichannel media placement, creative media consulting, influencer and business-to-business marketing capabilities. Our Brands in this segment aim to provide scaled creative performance through developing and executing sophisticated omnichannel campaign strategies leveraging significant amounts of consumer data. BPN’s Brands provide media solutions such as audience analysis, media planning, and buying across a range of digital and traditional platforms (out-of-home, paid search, social media, lead generation, programmatic, television, broadcast, among others) and includes multichannel Brands Assembly, Brand New Galaxy, Crispin Porter Bogusky, Forsman & Bodenfors, Goodstuff, digital creative & transformation consultancy Gale, B2B specialist Multiview, CX specialists Kenna, and travel media experts Ink. • The Communications Network reportable segment is comprised of a single operating segment, our specialist network that provides advocacy, strategic corporate communications, investor relations, public relations, online fundraising and other services to both corporations and political and advocacy organizations and consists of our Allison & Partners, SKDK, and Targeted Victory brands. • All Other consists of the Company’s digital innovation group and Stagwell Marketing Cloud, including Maru and Epicenter, and products such as PRophet and ARound. • Corporate consists of corporate office expenses incurred in connection with the strategic resources provided to the operating segments, as well as certain other centrally managed expenses that are not fully allocated to the operating segments. These office and general expenses include (i) salaries and related expenses for corporate office employees, including employees dedicated to supporting the operating segments, (ii) occupancy expenses relating to properties occupied by all corporate office employees, (iii) other office and general expenses including professional fees for the financial statement audits and other public company costs, and (iv) certain other professional fees managed by the corporate office. Additional expenses managed by the corporate office that are directly related to the operating segments are allocated to the appropriate reportable segment and the All Other category. Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (dollars in thousands) Revenue: Integrated Agencies Network $ 348,781 $ 366,437 $ 1,032,914 $ 1,092,364 Brand Performance Network 173,361 171,463 574,729 563,546 Communications Network 82,505 122,455 230,261 314,472 All Other 12,926 3,436 34,378 9,225 Total Revenue $ 617,573 $ 663,791 $ 1,872,282 $ 1,979,607 Adjusted EBITDA: Integrated Agencies Network $ 77,177 $ 76,198 $ 211,377 $ 215,462 Brand Performance Network 23,193 24,312 67,387 89,259 Communications Network 17,294 25,489 35,754 59,089 All Other (4,005) (363) (10,166) (972) Corporate (11,890) (10,544) (39,193) (35,015) Total Adjusted EBITDA $ 101,769 $ 115,092 $ 265,159 $ 327,823 Depreciation and amortization $ (38,830) $ (32,207) $ (107,795) $ (95,642) Impairment and other losses — (25,211) (10,562) (28,034) Stock-based compensation (12,065) (12,258) (34,615) (33,410) Deferred acquisition consideration (6,401) 29,789 (10,881) 14,420 Other items, net (10,731) (5,152) (30,069) (12,112) Total Operating Income $ 33,742 $ 70,053 $ 71,237 $ 173,045 Other Income (expenses): Interest expense, net $ (25,886) $ (19,672) $ (67,755) $ (56,552) Foreign exchange, net (140) (3,927) (2,288) (4,163) Other, net (271) 147 (467) 182 Income before income taxes and equity in earnings of non-consolidated affiliates 7,445 46,601 727 112,512 Income tax expense 4,324 11,540 12,425 20,150 Income (loss) before equity in earnings of non-consolidated affiliates 3,121 35,061 (11,698) 92,362 Equity in income (loss) of non-consolidated affiliates (4) 213 (447) 1,053 Net income (loss) 3,117 35,274 (12,145) 93,415 Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests (2,464) (24,665) 8,548 (59,668) Net income (loss) attributable to Stagwell Inc. common shareholders $ 653 $ 10,609 $ (3,597) $ 33,747 The Company’s CODM does not use segment assets to allocate resources or to assess performance of the segments and therefore, total segment assets have not been disclosed. See Note 3 of the Notes included herein for a summary of the Company’s revenue by geographic region for the three and nine months ended September 30, 2023 and 2022. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The purchase price allocation is as follows: Amount (dollars in thousands) Cash and cash equivalents $ 2,766 Accounts receivable 10,147 Other current assets 671 Fixed assets 1,587 Identifiable intangible assets 12,740 Other assets 1,583 Accounts payable (4,771) Accruals and other liabilities (6,880) Advance billings (1,159) Other liabilities (3,642) Net assets assumed 13,042 Goodwill 24,643 Purchase price consideration $ 37,685 Amount (dollars in thousands) Accounts receivable $ 582 Other current assets 669 Identifiable intangible assets 13,200 Accounts payable (379) Other liabilities (270) Noncontrolling interests (2,667) Net assets assumed 11,135 Goodwill 6,569 Purchase price consideration $ 17,704 Amount (dollars in thousands) Cash and cash equivalents $ 1,033 Accounts receivable 7,374 Other current assets 899 Fixed assets 157 Identifiable intangible assets 14,300 Other assets 1,920 Accounts payable (4,087) Accruals and other liabilities (9,154) Advance billings (6,462) Deferred tax liability (3,328) Other liabilities (2,891) Net assets assumed (239) Goodwill 26,033 Purchase price consideration $ 25,794 Amount (dollars in thousands) Cash and cash equivalents $ 1,606 Accounts receivable 1,180 Other current assets 100 Identifiable intangible assets 1,055 Other assets 46 Current liabilities (278) Net assets assumed 3,709 Goodwill 2,451 Purchase price consideration including fair value of previously owned interest $ 6,160 Amount (dollars in thousands) Accounts receivable $ 901 Other current assets 45 Identifiable intangible assets 7,300 Accounts payable (148) Other current liabilities (650) Net assets assumed 7,448 Goodwill 4,416 Purchase price consideration $ 11,864 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the details of identifiable intangible assets acquired: Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 6,150 10 Trade names 5,500 10 Developed technology 1,090 7 Total acquired intangible assets $ 12,740 Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 11,400 10 Trade names 1,800 10 Total acquired intangible assets $ 13,200 Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 4,900 10 Trade names 4,000 10 Developed technology 5,400 2-7 Total acquired intangible assets $ 14,300 |
Business Acquisition, Pro Forma Information | The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time. Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 1,989,833 Net income $ 92,670 Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 1,983,437 Net income $ 94,768 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 672,435 $ 2,009,482 Net income $ 30,113 $ 79,414 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 665,615 $ 1,988,548 Net income $ 35,114 $ 94,769 Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 (dollars in thousands) Revenue $ 664,882 $ 1,982,784 Net income $ 35,147 $ 93,023 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
By Location | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | The following table presents revenue disaggregated by geography for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, Geographical Location Reportable Segment 2023 2022 2023 2022 (dollars in thousands) United States All $ 498,314 $ 553,744 $ 1,523,420 $ 1,650,610 United Kingdom All 40,323 42,774 116,889 125,950 Other All 78,936 67,273 231,973 203,047 $ 617,573 $ 663,791 $ 1,872,282 $ 1,979,607 |
Principal Capability | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | The following table presents revenue disaggregated by our principal capabilities for the three and nine months ended September 30, 2023 and 2022. We reclassified certain brands into the Stagwell Marketing Cloud Group (software-as-a-service and data-as-a-service tools for the in-house marketers) principal capability in the third quarter of 2023. We have reported disaggregated revenue data using the new classification and have recast the 2022 disaggregated revenue data to conform to the current year classification. Three Months Ended September 30, Nine Months Ended September 30, Principal Capabilities Reportable Segment 2023 2022 2023 2022 (dollars in thousands) Digital Transformation All segments $ 141,543 $ 187,664 $ 487,114 $ 583,977 Creativity and Communications All segments 300,026 304,971 851,652 892,416 Performance Media and Data Brand Performance Network 72,785 67,302 215,691 202,622 Consumer Insights and Strategy Integrated Agencies Network 45,929 50,256 147,310 156,460 Stagwell Marketing Cloud Group All segments 57,290 53,598 170,515 144,132 $ 617,573 $ 663,791 $ 1,872,282 $ 1,979,607 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | The following tables set forth the computations of basic and diluted loss per common share for the three and nine months ended September 30, 2023 (amounts in thousands, except per share amounts): Three Months Ended September 30, 2023 Earnings Per Share - Basic Numerator: Net income $ 3,117 Net income attributable to Class C shareholders (33) Net income attributable to other equity interest holders (2,431) Net income attributable to noncontrolling and redeemable noncontrolling interests (2,464) Net income attributable to Stagwell Inc. common shareholders $ 653 Denominator: Weighted average number of common shares outstanding 110,787 Earnings Per Share - Basic $ 0.01 Earnings Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 653 Net income attributable to Class C shareholders 33 $ 686 Denominator: Basic - Weighted Average number of common shares outstanding 110,787 Dilutive shares: Stock appreciation rights 407 Restricted share and restricted unit awards 2,139 Employee Stock Purchase Plan shares 24 Class A shares 113,357 Class C shares 151,649 Diluted - Weighted average number of common shares outstanding 265,006 Earnings Per Share - Diluted $ 0.00 Anti-dilutive: Class A Shares to settle deferred acquisition obligations 7,480 Nine Months Ended September 30, 2023 Earnings Per Share - Basic Numerator: Net loss $ (12,145) Net loss attributable to Class C shareholders 7,684 Net loss attributable to other equity interest holders 864 Net loss attributable to noncontrolling and redeemable noncontrolling interests 8,548 Net loss attributable to Stagwell Inc. common shareholders $ (3,597) Denominator: Weighted average number of common shares outstanding 118,772 Earnings Per Share - Basic & Diluted $ (0.03) Anti-dilutive: Class C Shares 151,649 Stock Appreciation Rights and Restricted Awards 5,532 Class A Shares to settle deferred acquisition obligations 6,843 Employee Stock Purchase Plan shares 72 Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Earnings Per Share - Basic (amounts in thousands, except per share amounts) Numerator: Net income $ 35,274 $ 93,415 Net income attributable to Class C shareholders (19,286) (51,027) Net income attributable to other equity interest holders (5,379) (8,641) Net income attributable to noncontrolling and redeemable noncontrolling interests (24,665) (59,668) Net income attributable to Stagwell Inc. common shareholders $ 10,609 $ 33,747 Denominator: Weighted Average number of common shares outstanding 125,384 124,710 Earnings Per Share - Basic $ 0.08 $ 0.27 Earnings Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 10,609 $ 33,747 Denominator: Basic - Weighted Average number of common shares outstanding 125,384 124,710 Stock appreciation right awards 1,837 1,885 Restricted share and restricted unit awards 3,277 4,955 Dilutive - Weighted average number of common shares outstanding 130,498 131,550 Earnings Per Share - Diluted $ 0.08 $ 0.26 |
Deferred Acquisition Consider_2
Deferred Acquisition Consideration (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Schedule of Changes in Contingent Deferred Acquisition Consideration | The following table presents changes in deferred acquisition consideration, measured at fair value on a recurring basis using significant unobservable inputs, and a reconciliation to the amounts reported on the Unaudited Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022: September 30, December 31, (dollars in thousands) Beginning balance $ 161,323 $ 222,369 Payments (1) (60,806) (74,963) Adjustments to deferred acquisition consideration (2) 10,881 (12,779) Additions (3) 22,172 26,594 Currency translation adjustment 140 (758) Other 27 860 Ending balance (4) $ 133,737 $ 161,323 (1) Includes deferred acquisition consideration payments settled in the shares of Class A Common Stock of $20.1 million and $1.0 million, respectively, for the period ended September 30, 2023 and December 31, 2022. (2) Adjustment to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments. (3) In 2021, the Company entered into an agreement to purchase the remaining 26.7% interest in Targeted Victory it did not previously own. The agreement provided for the purchase of 50% of the interest on October 1, 2021 (payable in October 2023) and 50% on July 31, 2023 (payable in October 2025 with a seller’s right to defer until October 2027). In connection with the purchase, the estimated amount payable in October 2025, was reclassified from redeemable noncontrolling interest to deferred acquisition consideration. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Lease Costs and Other Quantitative Information | The following table presents lease costs and other quantitative information for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease Cost: (dollars in thousands) Operating lease cost $ 19,029 $ 19,966 $ 57,557 $ 54,929 Variable lease cost 5,517 4,759 15,735 13,963 Sublease rental income (1,903) (3,636) (7,519) (11,128) Total lease cost $ 22,643 $ 21,089 $ 65,773 $ 57,764 Additional information: Cash paid for amounts included in the measurement of lease liabilities for operating leases Operating cash flows $ 22,823 $ 22,694 $ 67,095 $ 69,827 Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments $ 8,145 $ 5,189 $ 14,681 $ 27,878 |
Minimum Future Rental Payments | The following table presents minimum future rental payments under the Company’s leases as of September 30, 2023 and their reconciliation to the corresponding lease liabilities: Maturity Analysis (dollars in thousands) Remaining 2023 $ 20,220 2024 79,852 2025 63,117 2026 51,672 2027 47,110 Thereafter 139,394 Total 401,365 Less: Present value discount (62,105) Lease liability $ 339,260 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of September 30, 2023 and December 31, 2022, the Company’s indebtedness was comprised as follows: September 30, December 31, (dollars in thousands) Credit Agreement $ 412,000 $ 100,000 5.625% Notes 1,100,000 1,100,000 Debt issuance costs (13,871) (15,293) Total long-term debt $ 1,498,129 $ 1,184,707 |
Noncontrolling and Redeemable_2
Noncontrolling and Redeemable Noncontrolling Interests (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | The following table presents Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests between holders of Class C common stock, par value $0.00001 per share (the “Class C Common Stock”) and other equity interest holders for the three and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (dollars in thousands) Net income (loss) attributable to Class C shareholders $ 33 $ 19,286 $ (7,684) $ 51,027 Net income attributable to other equity interest holders 1,001 2,287 1,221 4,083 Net income (loss) attributable to noncontrolling interests $ 1,034 $ 21,573 $ (6,463) $ 55,110 Net income (loss) attributable to redeemable noncontrolling interests 1,430 3,092 (2,085) 4,558 Net income (loss) attributable to noncontrolling and redeemable noncontrolling interests $ 2,464 $ 24,665 $ (8,548) $ 59,668 The following table presents noncontrolling interests between holders of Class C Common Stock and other equity interest holders as of September 30, 2023 and December 31, 2022: September 30, December 31, (dollars in thousands) Noncontrolling interest of Class C shareholders $ 393,763 $ 428,406 Noncontrolling interest of other equity interest holders 29,674 33,691 Total noncontrolling interests $ 423,437 $ 462,097 |
Redeemable Noncontrolling Interest | The following table presents changes in redeemable noncontrolling interests: September 30, December 31, (dollars in thousands) Beginning balance $ 39,111 $ 43,364 Redemptions (1) (22,172) (1,400) Distributions (5,374) (2,822) Changes in redemption value 621 (8,711) Net income (loss) attributable to redeemable noncontrolling interests (2,085) 8,135 Other (16) 545 Ending balance $ 10,085 $ 39,111 (1) Redemptions for the nine months ended September 30, 2023, is associated with redeemable noncontrolling interest of a certain brand we did not previously own. The amount was reclassified as a deferred acquisition contingent obligation (see Note 5). |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Liability Measured on a Non-recurring Basis | The following table presents certain information for our financial liability that is not measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value (dollars in thousands) 5.625% Notes $ 1,100,000 $ 881,705 $ 1,100,000 $ 902,000 |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table presents significant related party transactions where a third party receives services from the Company: Total Transaction Value Revenue Due From Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, Services 2023 2022 2023 2022 (dollars in thousands) Marketing and advertising services (1) Continuous (7) $ 665 $ 718 $ 1,823 $ 866 $ 1,544 $ 1,029 Marketing and advertising services (2) $3,576 and Continuous (7) 600 966 1,193 2,038 4,283 4,831 Marketing and website development services (3) $7,165 and Continuous (7) 759 2,658 2,702 6,945 609 488 Polling services (4) $1,903 670 93 962 303 420 280 Polling services (5) $797 116 109 282 477 169 — Polling services (6) $4,431 90 1,295 1,046 2,248 7 — Total $ 2,900 $ 5,839 $ 8,008 $ 12,877 $ 7,032 $ 6,628 (1) A member of the Company’s board of directors holds an executive leadership position or is on the board of directors of the client. (2) Brands’ partners and executives either hold a key leadership position in or are on the board of directors of the client. (3) Client has a significant interest in the Company. (4) A family member of the Company’s Chief Executive Officer holds a key leadership position in the client. (5) A family member of the Company’s President holds a key leadership position in the client. (6) Founder of the client has significant interest in the Company. (7) Certain of the contractual arrangements within these transactions were entered into for an indefinite term and are invoiced as services are provided, while others have a fixed definitive contract value. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (dollars in thousands) Revenue: Integrated Agencies Network $ 348,781 $ 366,437 $ 1,032,914 $ 1,092,364 Brand Performance Network 173,361 171,463 574,729 563,546 Communications Network 82,505 122,455 230,261 314,472 All Other 12,926 3,436 34,378 9,225 Total Revenue $ 617,573 $ 663,791 $ 1,872,282 $ 1,979,607 Adjusted EBITDA: Integrated Agencies Network $ 77,177 $ 76,198 $ 211,377 $ 215,462 Brand Performance Network 23,193 24,312 67,387 89,259 Communications Network 17,294 25,489 35,754 59,089 All Other (4,005) (363) (10,166) (972) Corporate (11,890) (10,544) (39,193) (35,015) Total Adjusted EBITDA $ 101,769 $ 115,092 $ 265,159 $ 327,823 Depreciation and amortization $ (38,830) $ (32,207) $ (107,795) $ (95,642) Impairment and other losses — (25,211) (10,562) (28,034) Stock-based compensation (12,065) (12,258) (34,615) (33,410) Deferred acquisition consideration (6,401) 29,789 (10,881) 14,420 Other items, net (10,731) (5,152) (30,069) (12,112) Total Operating Income $ 33,742 $ 70,053 $ 71,237 $ 173,045 Other Income (expenses): Interest expense, net $ (25,886) $ (19,672) $ (67,755) $ (56,552) Foreign exchange, net (140) (3,927) (2,288) (4,163) Other, net (271) 147 (467) 182 Income before income taxes and equity in earnings of non-consolidated affiliates 7,445 46,601 727 112,512 Income tax expense 4,324 11,540 12,425 20,150 Income (loss) before equity in earnings of non-consolidated affiliates 3,121 35,061 (11,698) 92,362 Equity in income (loss) of non-consolidated affiliates (4) 213 (447) 1,053 Net income (loss) 3,117 35,274 (12,145) 93,415 Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests (2,464) (24,665) 8,548 (59,668) Net income (loss) attributable to Stagwell Inc. common shareholders $ 653 $ 10,609 $ (3,597) $ 33,747 |
Basis of Presentation and Rec_2
Basis of Presentation and Recent Developments (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Nov. 01, 2023 | Oct. 31, 2023 | Oct. 02, 2023 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | |
Business Acquisition [Line Items] | ||||||
Income Tax Expense Adjustment | $ 5.3 | $ 7.4 | ||||
ConcentricLife | Subsequent event | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds from Divestiture of Businesses | $ 245 | |||||
Left Field Labs | Subsequent event | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |||||
Payments to Acquire Businesses, Gross | $ 9.4 | |||||
Deferred acquisition consideration | $ 51 | |||||
Left Field Labs | Common Class A | Subsequent event | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued by the Company (shares) | 825 | |||||
Movers and Shakers LLC | Subsequent event | ||||||
Business Acquisition [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 15 | |||||
Deferred acquisition consideration | $ 35 | |||||
Stockholders' Equity Attributable to Noncontrolling Interest | ||||||
Business Acquisition [Line Items] | ||||||
Immaterial Error Correction | 24.0 million | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax | ||||||
Business Acquisition [Line Items] | ||||||
Immaterial Error Correction | 24.0 million |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Narrative (Details) shares in Thousands, $ in Thousands, € in Millions, £ in Millions | 3 Months Ended | 9 Months Ended | ||||||||||||||
Jul. 03, 2023 USD ($) | Apr. 25, 2023 USD ($) | Apr. 25, 2023 EUR (€) | Oct. 03, 2022 USD ($) | Jul. 15, 2022 USD ($) | Jul. 12, 2022 USD ($) | May 31, 2022 USD ($) | Apr. 19, 2022 USD ($) | Apr. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Oct. 03, 2022 GBP (£) | Jul. 12, 2022 GBP (£) | |
Business Acquisition [Line Items] | ||||||||||||||||
Goodwill | $ 1,572,489 | $ 1,566,956 | $ 1,572,489 | |||||||||||||
Revenues | 617,573 | $ 663,791 | 1,872,282 | $ 1,979,607 | ||||||||||||
Income attributable to noncontrolling interests | 2,464 | 24,665 | (8,548) | 59,668 | ||||||||||||
Net Income (Loss) Attributable to Parent | 653 | 10,609 | (3,597) | 33,747 | ||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 3,117 | 35,274 | (12,145) | 93,415 | ||||||||||||
Hello Design | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Aggregate purchase price | $ 4,600 | |||||||||||||||
Closing cash payment | 3,600 | |||||||||||||||
Deferred acquisition consideration | $ 1,000 | |||||||||||||||
BNG | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Aggregate purchase price | $ 20,900 | |||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||||||||
Goodwill | $ 24,643 | |||||||||||||||
Estimated contingent consideration | $ 50,000 | |||||||||||||||
Contingent consideration payable in cash (percent) | 67% | |||||||||||||||
Contingent consideration payable in equity (percent) | 33% | |||||||||||||||
Revenues | 7,700 | 5,900 | 21,800 | 11,200 | ||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (700) | (2,500) | (200) | (2,600) | ||||||||||||
BNG | Customer Relationships | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||||||||
TMA Direct | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Remaining ownership interest acquired (percent) | 87% | |||||||||||||||
Aggregate purchase price | $ 17,200 | |||||||||||||||
Deferred acquisition consideration | $ 500 | |||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||||||||
Goodwill | $ 6,569 | |||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired, Step One | 13% | |||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 13,300 | |||||||||||||||
Revenues | 2,100 | 3,800 | 8,700 | 5,000 | ||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 300 | $ 1,400 | 700 | $ 1,600 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 13,200,000 | $ 12,740 | ||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired, Step One | 13% | |||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 13,300 | |||||||||||||||
TMA Direct | Customer Relationships | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,800,000 | $ 6,150 | ||||||||||||||
Epicenter | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Closing cash payment | $ 9,900 | |||||||||||||||
Deferred acquisition consideration | $ 5,000 | |||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |||||||||||||||
Goodwill | $ 4,416 | |||||||||||||||
Revenues | 1,100 | 3,300 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 11,864 | |||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (100) | 100 | ||||||||||||||
PEP Group | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Aggregate purchase price | $ 500 | |||||||||||||||
Estimated contingent consideration | £ | £ 2.6 | |||||||||||||||
Apollo | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Aggregate purchase price | $ 2,300 | |||||||||||||||
Payments to Acquire Business, First Payment | 1,000 | |||||||||||||||
Payments to Acquire Business, Second Payment | $ 1,500 | |||||||||||||||
Maru Group | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | |||||||||||||||
Goodwill | $ 26,033 | |||||||||||||||
Revenues | 7,700 | 25,500 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 25,794 | £ 23 | ||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (3,200) | (7,600) | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 14,300 | |||||||||||||||
Maru Group | Customer Relationships | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,900 | |||||||||||||||
Wolfgang | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Remaining ownership interest acquired (percent) | 80% | 80% | ||||||||||||||
Closing cash payment | $ 3,800 | |||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |||||||||||||||
Goodwill | $ 2,451 | |||||||||||||||
Revenues | 1,500 | 3,600 | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 6,160 | |||||||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 100 | $ 400 | ||||||||||||||
Wolfgang | Common Class A | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,200 | |||||||||||||||
Shares issued by the Company (shares) | shares | 175 | |||||||||||||||
Huskies [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Aggregate purchase price | $ 5,600 | € 5.2 | ||||||||||||||
Goodwill | 2,600 | |||||||||||||||
Business Combination, Payables to Sellers | $ 1,000 | € 0.9 | ||||||||||||||
Tinsel | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Aggregate purchase price | $ 2,500 | |||||||||||||||
Goodwill | $ 1,600 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Assets Acquired and Liabilities Assumed (Details) $ in Thousands, £ in Millions | Sep. 30, 2023 USD ($) | Apr. 25, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 03, 2022 USD ($) | Oct. 03, 2022 GBP (£) | May 31, 2022 USD ($) | Apr. 19, 2022 USD ($) |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 1,572,489 | $ 1,566,956 | |||||
BNG | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 2,766 | ||||||
Accounts receivable | 10,147 | ||||||
Other current assets | 671 | ||||||
Fixed assets | 1,587 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (12,740) | ||||||
Other assets | 1,583 | ||||||
Accounts payable | (4,771) | ||||||
Accruals and other liabilities | (6,880) | ||||||
Advance billings | (1,159) | ||||||
Other liabilities | (3,642) | ||||||
Net liabilities assumed | 13,042 | ||||||
Goodwill | 24,643 | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed Less Deferred Acquisition Consideration, Net | $ 37,685 | ||||||
TMA Direct | |||||||
Business Acquisition [Line Items] | |||||||
Accounts receivable | $ 582 | ||||||
Other current assets | 669 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (13,200) | ||||||
Accounts payable | (379) | ||||||
Accruals and other liabilities | (270) | ||||||
Noncontrolling interests | (2,667) | ||||||
Net liabilities assumed | 11,135 | ||||||
Goodwill | 6,569 | ||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed Less Deferred Acquisition Consideration, Net | $ 17,704 | ||||||
Maru Group | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | $ 1,033 | ||||||
Accounts receivable | 7,374 | ||||||
Other current assets | 899 | ||||||
Fixed assets | 157 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (14,300) | ||||||
Other assets | 1,920 | ||||||
Accounts payable | (4,087) | ||||||
Accruals and other liabilities | (9,154) | ||||||
Advance billings | (6,462) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (3,328) | ||||||
Other liabilities | (2,891) | ||||||
Net liabilities assumed | (239) | ||||||
Goodwill | 26,033 | ||||||
Purchase price consideration | 25,794 | £ 23 | |||||
Wolfgang | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | 1,606 | ||||||
Accounts receivable | 1,180 | ||||||
Other current assets | 100 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (1,055) | ||||||
Other assets | 46 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | (278) | ||||||
Net liabilities assumed | 3,709 | ||||||
Goodwill | 2,451 | ||||||
Purchase price consideration | 6,160 | ||||||
Epicenter | |||||||
Business Acquisition [Line Items] | |||||||
Cash and cash equivalents | 901 | ||||||
Other current assets | 45 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | (7,300) | ||||||
Accounts payable | (148) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (650) | ||||||
Net liabilities assumed | 7,448 | ||||||
Goodwill | 4,416 | ||||||
Purchase price consideration | $ 11,864 | ||||||
Huskies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 2,600 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Oct. 03, 2022 | May 31, 2022 | Apr. 19, 2022 |
TMA Direct | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 13,200,000 | $ 12,740 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||
TMA Direct | Trade Names | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 11,400,000 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | 10 years | |
TMA Direct | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,800,000 | $ 6,150 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||
TMA Direct | Other Intangible Assets | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,090 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | ||
BNG | |||
Business Acquisition [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||
BNG | Trade Names | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 5,500 | ||
BNG | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||
Maru Group | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 14,300 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | ||
Maru Group | Trade Names | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,000 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||
Maru Group | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 4,900 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||
Maru Group | Other Intangible Assets | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 5,400 | ||
Maru Group | Other Intangible Assets | Minimum | |||
Business Acquisition [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | ||
Maru Group | Other Intangible Assets | Maximum | |||
Business Acquisition [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | ||
Wolfgang | |||
Business Acquisition [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years |
Acquisitions and Dispositions_4
Acquisitions and Dispositions - Pro Forma (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 617,573 | $ 663,791 | $ 1,872,282 | $ 1,979,607 |
TMA Direct | ||||
Business Combinations [Abstract] | ||||
Business Acquisition, Pro Forma Revenue | 1,983,437 | |||
Business Acquisition, Pro Forma Net Income (Loss) | 94,768 | |||
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | 1,983,437 | |||
Business Acquisition, Pro Forma Net Income (Loss) | 94,768 | |||
Revenues | 2,100 | 3,800 | 8,700 | 5,000 |
BNG | ||||
Business Combinations [Abstract] | ||||
Business Acquisition, Pro Forma Revenue | 1,989,833 | |||
Business Acquisition, Pro Forma Net Income (Loss) | 92,670 | |||
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | 1,989,833 | |||
Business Acquisition, Pro Forma Net Income (Loss) | 92,670 | |||
Revenues | 7,700 | 5,900 | 21,800 | 11,200 |
Maru Group | ||||
Business Combinations [Abstract] | ||||
Business Acquisition, Pro Forma Revenue | 672,435 | 2,009,482 | ||
Business Acquisition, Pro Forma Net Income (Loss) | 30,113 | 79,414 | ||
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | 672,435 | 2,009,482 | ||
Business Acquisition, Pro Forma Net Income (Loss) | 30,113 | 79,414 | ||
Revenues | 7,700 | 25,500 | ||
Wolfgang | ||||
Business Combinations [Abstract] | ||||
Business Acquisition, Pro Forma Revenue | 665,615 | 1,988,548 | ||
Business Acquisition, Pro Forma Net Income (Loss) | 35,114 | 94,769 | ||
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | 665,615 | 1,988,548 | ||
Business Acquisition, Pro Forma Net Income (Loss) | 35,114 | 94,769 | ||
Revenues | 1,500 | 3,600 | ||
Epicenter | ||||
Business Combinations [Abstract] | ||||
Business Acquisition, Pro Forma Revenue | 664,882 | 1,982,784 | ||
Business Acquisition, Pro Forma Net Income (Loss) | 35,147 | 93,023 | ||
Business Acquisition [Line Items] | ||||
Business Acquisition, Pro Forma Revenue | 664,882 | 1,982,784 | ||
Business Acquisition, Pro Forma Net Income (Loss) | $ 35,147 | $ 93,023 | ||
Revenues | $ 1,100 | $ 3,300 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | Sep. 30, 2023 country |
Non-US And UK | |
Disaggregation of Revenue [Line Items] | |
Number of countries in which entity operates | 32 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 617,573 | $ 663,791 | $ 1,872,282 | $ 1,979,607 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 498,314 | 553,744 | 1,523,420 | 1,650,610 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 78,936 | 67,273 | 231,973 | 203,047 |
UNITED KINGDOM | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 40,323 | 42,774 | 116,889 | 125,950 |
Digital Transformation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 141,543 | 187,664 | 487,114 | 583,977 |
Creativity and Communications | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 300,026 | 304,971 | 851,652 | 892,416 |
Performance Media and Data | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 72,785 | 67,302 | 215,691 | 202,622 |
Consumer Insights and Strategy | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 45,929 | 50,256 | 147,310 | 156,460 |
Stagwell Marketing Cloud Group | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 57,290 | $ 53,598 | $ 170,515 | $ 144,132 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Unbilled service fees | $ 187,400 | $ 116,400 |
Unbilled outside vendor costs, billable to clients | 128,903 | 93,077 |
Advance billings | 335,600 | $ 337,034 |
Increase (Decrease) in Advance Billings | (1,400) | |
Contract with Customer, Liability, Revenue Recognized | 300,200 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, amount | $ 122,500 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percent | 30% | |
Expected timing of satisfaction | 3 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percent | 57% | |
Expected timing of satisfaction | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percent | 13% | |
Expected timing of satisfaction | 1 year |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator | ||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 3,117 | $ 35,274 | $ (12,145) | $ 93,415 |
Net Income (Loss) Attributable to Noncontrolling Interest | (2,464) | (24,665) | 8,548 | (59,668) |
Net Income (Loss) Attributable to Parent | 653 | $ 10,609 | $ (3,597) | $ 33,747 |
Net income available to stockholders, diluted | $ 686 | |||
Denominator | ||||
Basic weighted average number of common shares outstanding (in shares) | 110,787 | 125,384 | 118,772 | 124,710 |
Diluted weighted average number of common shares outstanding (in shares) | 265,006 | 130,498 | 118,772 | 131,550 |
Class of Stock [Line Items] | ||||
Basic (in dollars per share) | $ 0.01 | $ 0.08 | $ (0.03) | $ 0.27 |
Diluted (in dollars per share) | $ 0 | $ 0.08 | $ (0.03) | $ 0.26 |
Antidilutive securities excluded from computation of earnings per share (shares) | 3,700 | 2,300 | ||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 3,117 | $ 35,274 | $ (12,145) | $ 93,415 |
Income attributable to noncontrolling interests | 2,464 | 24,665 | (8,548) | 59,668 |
Net Income (Loss) Attributable to Parent | $ 653 | $ 10,609 | $ (3,597) | $ 33,747 |
Weighted Average Number of Shares Outstanding, Basic | 110,787 | 125,384 | 118,772 | 124,710 |
Net income available to stockholders, diluted | $ 686 | |||
Diluted weighted average number of common shares outstanding (in shares) | 265,006 | 130,498 | 118,772 | 131,550 |
Stagwell Media | ||||
Numerator | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ 33 | $ (19,286) | $ (7,684) | $ (51,027) |
Class of Stock [Line Items] | ||||
Income attributable to noncontrolling interests | (33) | 19,286 | 7,684 | 51,027 |
Stagwell Global | ||||
Numerator | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | 2,431 | (5,379) | (864) | (8,641) |
Class of Stock [Line Items] | ||||
Income attributable to noncontrolling interests | $ (2,431) | $ 5,379 | $ 864 | $ 8,641 |
Common Class C | ||||
Class of Stock [Line Items] | ||||
Weighted average number diluted shares outstanding adjustment | 151,649 | |||
Antidilutive securities excluded from computation of earnings per share (shares) | 151,649 | |||
Stock Appreciation Rights (SARs) | ||||
Class of Stock [Line Items] | ||||
Weighted average number diluted shares outstanding adjustment | 407 | 1,837 | 1,885 | |
Restricted Stock Units (RSUs) | ||||
Class of Stock [Line Items] | ||||
Weighted average number diluted shares outstanding adjustment | 2,139 | 3,277 | 4,955 | |
Common Class A | ||||
Class of Stock [Line Items] | ||||
Weighted average number diluted shares outstanding adjustment | 113,357 | 130,498 | 131,550 | |
Employee Stock | ||||
Class of Stock [Line Items] | ||||
Weighted average number diluted shares outstanding adjustment | 24 | |||
Antidilutive securities excluded from computation of earnings per share (shares) | 72 | |||
Class A Shares for Instruments with Share Settlement | ||||
Class of Stock [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 7,480 | 6,843 | ||
Stock Appreciation Rights and Restricted Awards | ||||
Class of Stock [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 5,532 |
Deferred Acquisition Consider_3
Deferred Acquisition Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 31, 2023 | Oct. 01, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance of contingent payments | $ 161,323 | $ 161,323 | $ 222,369 | ||
Payments | 60,806 | 74,963 | |||
Adjustments to deferred acquisition consideration (2) | 10,881 | (12,779) | |||
Additions | 22,172 | 26,594 | |||
Deferred Policy Acquisition Costs, Foreign Currency Translation Gain (Loss) | 140 | (758) | |||
Other | 860 | 27 | |||
Ending balance of contingent payments | 133,737 | ||||
Business Acquisition [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 133,737 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 22,172 | 26,594 | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | (60,806) | $ (74,963) | |||
Targeted Victory | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 26.70% | ||||
Business Acquisition, Percentage of Voting Interests Acquired, Step One | 50% | 50% | |||
Contingent Payment | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance of contingent payments | 69,900 | 69,900 | |||
Ending balance of contingent payments | 90,900 | ||||
Business Acquisition [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 90,900 | ||||
Fixed payments | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance of contingent payments | 91,400 | 91,400 | |||
Ending balance of contingent payments | 42,800 | ||||
Business Acquisition [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 42,800 | ||||
Common Class A | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Payments | (1,000) | (20,100) | |||
Ending balance of contingent payments | 42,600 | ||||
Business Acquisition [Line Items] | |||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 42,600 | ||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Settlements | $ 1,000 | $ 20,100 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) lease | |
Leases [Abstract] | |
Number of leases not yet commenced | lease | 3 |
Leases not yet commenced, liability | $ 6 |
ROU Lease and LHI, Impairment Loss | $ 9.2 |
Leases - Lease Costs and Other
Leases - Lease Costs and Other Quantitative Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 19,029 | $ 19,966 | $ 57,557 | $ 54,929 |
Variable lease cost | 5,517 | 4,759 | 15,735 | 13,963 |
Sublease rental income | (1,903) | (3,636) | (7,519) | (11,128) |
Total lease cost | 22,643 | 21,089 | 65,773 | 57,764 |
Operating cash flows | 22,823 | 22,694 | 67,095 | 69,827 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 8,145 | $ 5,189 | $ 14,681 | $ 27,878 |
Weighted average remaining lease term (in years) - Operating leases | 6 years 4 months 24 days | 6 years 4 months 24 days | ||
Weighted average discount rate - Operating leases | 5.10% | 5.10% |
Leases - Minimum Future Rental
Leases - Minimum Future Rental Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
Remaining 2023 | $ 20,220 |
2024 | 79,852 |
2025 | 63,117 |
2026 | 51,672 |
2027 | 47,110 |
Thereafter | 139,394 |
Total | 401,365 |
Less: Present value discount | (62,105) |
Lease liability | $ 339,260 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Aug. 20, 2021 | |
Debt [Line Items] | |||
Debt issuance costs | $ (13,871) | $ (15,293) | |
Total long-term debt | 1,498,129 | 1,184,707 | |
Combined Credit Agreement | |||
Debt [Line Items] | |||
Long-term Debt, Gross | $ 412,000 | 100,000 | |
Combined Credit Agreement | Secured Debt | SOFR | Revolving Credit Facility | |||
Debt [Line Items] | |||
Variable rate | 1% | ||
Combined Credit Agreement | Secured Debt | Federal Funds | Revolving Credit Facility | |||
Debt [Line Items] | |||
Variable rate | 0.50% | ||
5.625% Notes | Senior Notes | |||
Debt [Line Items] | |||
Long-term Debt, Gross | $ 1,100,000 | $ 1,100,000 | |
Interest rate, stated percentage | 5.625% |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Aug. 20, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 02, 2021 | |
Debt [Line Items] | ||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 640 | $ 640 | $ 500 | |||||
Line of Credit Facility, Increase (Decrease), Net | 140 | |||||||
Maximum Restricted Payments under Credit Facility | 150 | 150 | ||||||
Interest and Debt Expense | ||||||||
Debt [Line Items] | ||||||||
Interest expense, long-term debt | 25.3 | $ 19 | 65.9 | $ 54.9 | ||||
Amortization of debt issuance costs | 0.7 | $ 0.6 | $ 2.5 | $ 1.8 | ||||
Line of Credit | Combined Credit Agreement | Revolving Credit Facility | ||||||||
Debt [Line Items] | ||||||||
Higher borrowing capacity option | $ 15 | |||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | ||||||||
Debt [Line Items] | ||||||||
Long-term debt, term | 5 years | |||||||
Higher borrowing capacity option | $ 100 | |||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | United Kingdom, Pounds | ||||||||
Debt [Line Items] | ||||||||
Higher borrowing capacity option | 50 | |||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | Euro Member Countries, Euro | ||||||||
Debt [Line Items] | ||||||||
Higher borrowing capacity option | 50 | |||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | Federal Funds | ||||||||
Debt [Line Items] | ||||||||
Variable rate | 0.50% | |||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | SOFR | ||||||||
Debt [Line Items] | ||||||||
Variable rate | 1% | |||||||
Secured Debt | Combined Credit Agreement | Revolving Credit Facility | us-gaap_SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember | ||||||||
Debt [Line Items] | ||||||||
Variable rate | 0.10% | |||||||
Letter of Credit | Combined Credit Agreement | Revolving Credit Facility | ||||||||
Debt [Line Items] | ||||||||
Maximum borrowing capacity | $ 24.9 | $ 24.9 | $ 25.3 | |||||
Standby Letters of Credit | Combined Credit Agreement | Revolving Credit Facility | ||||||||
Debt [Line Items] | ||||||||
Maximum borrowing capacity | $ 50 | |||||||
Senior Notes | 5.625% Notes | ||||||||
Debt [Line Items] | ||||||||
Aggregate principal amount | $ 1,100 | |||||||
Interest rate, stated percentage | 5.625% | |||||||
Percentage of principal amount redeemed | 40% | |||||||
Percentage of redemption price, change in ownership controllatest for redemption at face amount | 101% | |||||||
Percentage of redemption price, sale of certain assets | 100% | |||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period One | ||||||||
Debt [Line Items] | ||||||||
Redemption price, percentage | 100% | |||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period Two | ||||||||
Debt [Line Items] | ||||||||
Redemption price, percentage | 102.813% | |||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period Three | ||||||||
Debt [Line Items] | ||||||||
Redemption price, percentage | 101.406% | |||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption, Period Four | ||||||||
Debt [Line Items] | ||||||||
Redemption price, percentage | 100% | |||||||
Senior Notes | 5.625% Notes | Debt Instrument, Redemption With Equity Offering proceeds, Period One | ||||||||
Debt [Line Items] | ||||||||
Redemption price, percentage | 105.625% |
Noncontrolling and Redeemable_3
Noncontrolling and Redeemable Noncontrolling Interests - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | ||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | $ 1,034 | $ 21,573 | $ 6,463 | $ 55,110 | ||
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | 1,430 | $ (8,135) | 3,092 | 2,085 | 4,558 | |
Income attributable to noncontrolling interests | 2,464 | 24,665 | (8,548) | 59,668 | ||
Nonredeemable Noncontrolling Interest | 423,437 | 423,437 | $ 462,097 | |||
Stagwell Global | ||||||
Noncontrolling Interest [Line Items] | ||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 1,001 | 2,287 | 1,221 | 4,083 | ||
Income attributable to noncontrolling interests | (2,431) | 5,379 | 864 | 8,641 | ||
Nonredeemable Noncontrolling Interest | 29,674 | 29,674 | 33,691 | |||
Stagwell Media | ||||||
Noncontrolling Interest [Line Items] | ||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 33 | 19,286 | (7,684) | 51,027 | ||
Income attributable to noncontrolling interests | (33) | $ 19,286 | 7,684 | $ 51,027 | ||
Nonredeemable Noncontrolling Interest | $ 393,763 | $ 393,763 | $ 428,406 |
Noncontrolling and Redeemable_4
Noncontrolling and Redeemable Noncontrolling Interests - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Noncontrolling Interest | ||||||
Beginning Balance | $ 39,111 | $ 39,111 | $ 39,111 | $ 43,364 | ||
Redemptions (1) | (1,400) | (22,172) | ||||
Redeemable noncontrolling interest, Distributions | 5,374 | 2,822 | ||||
Changes in redemption value | $ 14,658 | 8,711 | 621 | 20,546 | ||
Net Income (Loss) Attributable to Redeemable Noncontrolling Interest | $ (1,430) | $ 8,135 | $ (3,092) | (2,085) | $ (4,558) | |
Other | $ (545) | (16) | ||||
Ending Balance | 10,085 | 10,085 | ||||
Vesting over period | ||||||
Noncontrolling Interest | ||||||
Ending Balance | $ 6,200 | $ 6,200 |
Noncontrolling and Redeemable_5
Noncontrolling and Redeemable Noncontrolling Interests (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||||||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 10,085 | $ 10,085 | $ 39,111 | $ 43,364 | ||
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest | 5,483 | $ (24,665) | 34,829 | $ (59,668) | ||
Net Income (Loss) Attributable to Noncontrolling Interest | (2,464) | $ (24,665) | 8,548 | $ (59,668) | ||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | 7,900 | 26,300 | ||||
Vesting over period | ||||||
Noncontrolling Interest [Line Items] | ||||||
Redeemable Noncontrolling Interest, Equity, Fair Value | 6,200 | 6,200 | ||||
Termination, disability, or death | ||||||
Noncontrolling Interest [Line Items] | ||||||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 3,900 | $ 3,900 |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details Textual) $ in Millions | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 2.7 |
2024 | 6.8 |
2025 | 6.6 |
2026 | 4 |
2027 | 2.9 |
Thereafter | $ 6.8 |
Share Capital (Details Textual)
Share Capital (Details Textual) $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended | ||||
May 23, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) vote $ / shares shares | Jun. 30, 2023 shares | May 11, 2023 shares | Mar. 01, 2023 USD ($) | |
Share Capital [Line Items] | |||||
Stock Repurchased and Retired During Period, Shares | 6,700 | ||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ | $ 155.7 | ||||
Stock Repurchased and Retired During Period | $ / shares | $ 6.38 | ||||
Stock Repurchase Program, Increase in Authorized Amount | $ | $ 125 | ||||
Stock Repurchase Program, Authorized Amount | $ | $ 250 | ||||
Stock Repurchased During Period, Shares | 23,300 | ||||
Stock Repurchased During Period, Value | $ | $ 150 | ||||
Stock Repurchased During Period, Per Share | $ / shares | $ 6.43 | ||||
Class C Common Stock exchanged for Class A Common Stock | 9,300 | ||||
ESPP Maximum Eligible Percentage Withheld | 15% | ||||
Repurchase of Common Stock under Repurchase Program | $ | $ 42.5 | ||||
Common Class A | |||||
Share Capital [Line Items] | |||||
Common Stock, Shares Authorized | 1,000,000 | ||||
Common Stock, Shares, Issued | 115,900 | ||||
Common stock, voting rights, number of votes per share | vote | 1 | ||||
Employee Stock Ownership Plan (ESOP), Shares in ESOP | 3,000 | ||||
Common Class C | |||||
Share Capital [Line Items] | |||||
Common Stock, Shares Authorized | 250,000 | ||||
Common Stock, Shares, Outstanding | 151,600 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments not measured at Fair Value on a Recurring Basis (Details) - Senior Notes - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument | $ 1,100,000 | $ 1,100,000 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument | $ 881,705 | $ 902,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Fair Value, Inputs, Level 3 | Sep. 30, 2023 |
Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability, measurement input | 0.052 |
Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability, measurement input | 0.056 |
Supplemental Information (Detai
Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share Capital [Line Items] | |||||
Stock-based compensation | $ 12,065 | $ 12,258 | $ 34,615 | $ 33,410 | |
Current Expected Credit Losses [Line Items] | |||||
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) | 2,100 | ||||
Operating Lease, Impairment Loss | 1,700 | 6,100 | 2,000 | ||
Impairment of Intangible Assets, Finite-Lived | 1,400 | ||||
Impairment and other losses | 0 | $ 25,211 | 10,562 | 28,034 | |
Trade Receivables Collected and Due to Third Party under Receivable Purchase Agreement | 10,100 | 10,100 | $ 5,700 | ||
Trade Receivable Fees paid to Third Party under Receivable Purchase Agreement | 4,100 | 600 | |||
Accounts Receivable, Sale | 263,700 | 87,900 | |||
Impairment of Leasehold | 3,100 | 2,000 | |||
Goodwill impairment | 23,500 | ||||
Stock Appreciation Rights (SARs) | |||||
Share Capital [Line Items] | |||||
Stock-based compensation | 4,300 | 500 | |||
Deferred Compensation Share-Based Arrangements, Liability, Current and Noncurrent | 6,000 | 6,000 | |||
Stockholders' Equity Attributable to Noncontrolling Interest | |||||
Current Expected Credit Losses [Line Items] | |||||
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) | 1,400 | ||||
Other Awards | |||||
Share Capital [Line Items] | |||||
Profit interest award liability | $ 17,300 | 17,300 | $ 21,000 | ||
Stock Compensation Award | |||||
Share Capital [Line Items] | |||||
Stock-based compensation | 33,300 | 26,300 | |||
Profit interest | |||||
Share Capital [Line Items] | |||||
Stock-based compensation | $ 1,300 | $ 5,600 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Tax Receivable Agreement, Deferred Tax Asset | $ 33,800 | $ 33,800 | ||
Tax Receivable Agreement, Deferred Tax Liability | 28,700 | 28,700 | ||
Pre-tax income | 7,445 | $ 46,601 | 727 | $ 112,512 |
Establishment of a deferred tax asset related to the exchange | 0 | 20,763 | ||
Income tax expense (benefit) | $ 4,324 | $ 11,540 | $ 12,425 | $ 20,150 |
Effective Income Tax Rate Reconciliation, Percent | 58.10% | 24.80% | 1,709.10% | 17.90% |
Income Tax [Line Items] | ||||
Tax Receivable Agreement, Deferred Tax Liability | $ 28,700 | $ 28,700 | ||
Tax Receivable Agreement, Deferred Tax Asset | $ 33,800 | $ 33,800 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | $ 2,900 | $ 5,839 | $ 8,008 | $ 12,877 | |
Due from Related Parties | 7,032 | 7,032 | $ 6,628 | ||
Loans and Leases Receivable, Related Parties, Fixed Interest Rate | 3.50% | 3.50% | |||
Affiliated entity | Loan Agreement, Related Party | |||||
Related Party Transaction [Line Items] | |||||
Interest Income, Related Party | 100 | $ 100 | 200 | $ 200 | |
Notes Receivable, Related Parties | 1,200 | 1,200 | 3,600 | ||
Affiliated entity | Polling Services | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | 90 | 1,295 | 1,046 | 2,248 | |
Due from Related Parties | 7 | 7 | 0 | ||
Related Party Transaction, Expected Amount of Transactions with Related Party | 4,431 | 4,431 | |||
Affiliated entity | Marketing and advertising services | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | 600 | 966 | 1,193 | 2,038 | |
Due from Related Parties | 4,283 | 4,283 | 4,831 | ||
Related Party Transaction, Expected Amount of Transactions with Related Party | 3,576 | 3,576 | |||
Affiliated entity | Sales and management services | |||||
Related Party Transaction [Line Items] | |||||
Due to Related Parties | 800 | 800 | 1,400 | ||
Expenses from transaction with related party | 1,100 | 600 | 1,800 | 1,300 | |
Immediate family member of management | Polling Services | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | 670 | 93 | 962 | 303 | |
Due from Related Parties | 420 | 420 | 280 | ||
Related Party Transaction, Expected Amount of Transactions with Related Party | 1,903 | 1,903 | |||
Employee of Subsidiary | |||||
Related Party Transaction [Line Items] | |||||
Loans and Leases Receivable, Related Parties, Additions | 900 | ||||
Immediate Family Member of Company's President | Polling Services | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | 116 | 109 | 282 | 477 | |
Due from Related Parties | 169 | 169 | 0 | ||
Related Party Transaction, Expected Amount of Transactions with Related Party | 797 | 797 | |||
Director | Marketing and advertising services | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | 665 | 718 | 1,823 | 866 | |
Due from Related Parties | 1,544 | 1,544 | 1,029 | ||
Stagwell Affiliate | Beneficial owner | Marketing and Website Development Services | |||||
Related Party Transaction [Line Items] | |||||
Revenue from Related Parties | 759 | $ 2,658 | 2,702 | $ 6,945 | |
Due from Related Parties | 609 | 609 | $ 488 | ||
Related Party Transaction, Expected Amount of Transactions with Related Party | $ 7,165 | $ 7,165 |
Segment Information (Details 1)
Segment Information (Details 1) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) reportable_segment | Sep. 30, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | reportable_segment | 3 | |||
Revenues | $ 617,573 | $ 663,791 | $ 1,872,282 | $ 1,979,607 |
Adjusted EBITDA | (101,769) | (115,092) | (265,159) | (327,823) |
Depreciation, Depletion and Amortization, Nonproduction | (38,830) | (32,207) | (107,795) | (95,642) |
Asset Impairment Charges | 0 | (25,211) | (10,562) | (28,034) |
Stock-based compensation | (12,065) | (12,258) | (34,615) | (33,410) |
Deferred Acquisition Consideration Expense (Income) | (6,401) | 29,789 | (10,881) | 14,420 |
Other items, net | (10,731) | (5,152) | (30,069) | (12,112) |
Operating income | 33,742 | 70,053 | 71,237 | 173,045 |
Interest and Debt Expense | (25,886) | (19,672) | (67,755) | (56,552) |
Foreign exchange, net | (140) | (3,927) | (2,288) | (4,163) |
Other Nonoperating Income (Expense) | (271) | 147 | (467) | 182 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 7,445 | 46,601 | 727 | 112,512 |
Income tax expense | 4,324 | 11,540 | 12,425 | 20,150 |
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | 3,121 | 35,061 | (11,698) | 92,362 |
Income (Loss) from Equity Method Investments | (4) | 213 | (447) | 1,053 |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 3,117 | 35,274 | (12,145) | 93,415 |
Net Income (Loss) Attributable to Noncontrolling Interest | (2,464) | (24,665) | 8,548 | (59,668) |
Net Income (Loss) Attributable to Parent | 653 | 10,609 | (3,597) | 33,747 |
Operating Segments | Integrated Agencies Network | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 348,781 | 366,437 | 1,032,914 | 1,092,364 |
Adjusted EBITDA | (77,177) | (76,198) | (211,377) | (215,462) |
Operating Segments | Brand Performance Network | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 173,361 | 171,463 | 574,729 | 563,546 |
Adjusted EBITDA | (23,193) | (24,312) | (67,387) | (89,259) |
Operating Segments | Communications Network | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 82,505 | 122,455 | 230,261 | 314,472 |
Adjusted EBITDA | (17,294) | (25,489) | (35,754) | (59,089) |
Operating Segments | All Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 12,926 | 3,436 | 34,378 | 9,225 |
Adjusted EBITDA | (4,005) | (363) | (10,166) | (972) |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 11,890 | $ 10,544 | $ 39,193 | $ 35,015 |