Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 03, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 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 $0.001 per share | |
Trading Symbol | STGW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000876883 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 129,689,614 | |
Common Class C | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 160,909,058 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Revenues | $ 622,444 | $ 642,903 |
Operating expenses: | ||
Cost of services | 413,898 | 411,970 |
Office and general expenses | 158,836 | 144,512 |
Depreciation and amortization | 33,477 | 31,204 |
Impairment and other losses | 0 | 557 |
Costs and Expenses, Total | 606,211 | 588,243 |
Operating Income (Loss), Total | 16,233 | 54,660 |
Other income (expense): | ||
Interest expense, net | (18,189) | (18,729) |
Foreign exchange, net | (670) | (306) |
Other, net | 220 | 156 |
Nonoperating Income (Expense), Total | (18,639) | (18,879) |
Income (loss) before income taxes and equity in earnings of non-consolidated affiliates | (2,406) | 35,781 |
Income tax expense | 2,384 | 3,189 |
Income (loss) before equity in earnings of non-consolidated affiliates | (4,790) | 32,592 |
Equity in income (loss) of non-consolidated affiliates | (227) | 1,030 |
Net income (loss) | (5,017) | 33,622 |
Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests | 5,460 | (20,947) |
Net income attributable to Stagwell Inc. common shareholders | $ 443 | $ 12,675 |
Earnings Per Share [Abstract] | ||
Earnings per share, basic | $ 0 | $ 0.1 |
Earnings per share, diluted | $ (0.01) | $ 0.1 |
Weighted Average Number Of Shares Outstanding For Basic and Diluted [Abstract] | ||
Weighted Average Number of Shares Outstanding, Basic | 125,199 | 122,285 |
Weighted Average Number of Shares Outstanding, Diluted | 289,806 | 297,484 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Comprehensive income (loss) | ||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ (5,017) | $ 33,622 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Foreign currency translation adjustment | 4,425 | (5,347) |
Other comprehensive income (loss) | 4,425 | (5,347) |
Comprehensive income (loss) for the period | (592) | 28,275 |
Comprehensive (income) loss attributable to the noncontrolling and redeemable noncontrolling interests | 26,723 | (20,947) |
Comprehensive income attributable to Stagwell Inc. common shareholders | $ 26,131 | $ 7,328 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 138,529 | $ 220,589 |
Accounts receivable, net | 659,068 | 645,846 |
Expenditures billable to clients | 97,590 | 93,077 |
Other current assets | 77,930 | 71,443 |
Total Current Assets | 973,117 | 1,030,955 |
Fixed assets, net | 94,839 | 98,878 |
Operating Lease, Right-of-Use Asset | 260,763 | 273,567 |
Goodwill | 1,569,532 | 1,566,956 |
Other intangible assets, net | 888,455 | 907,529 |
Other assets | 114,227 | 115,447 |
Total Assets | 3,900,933 | 3,993,332 |
Current Liabilities | ||
Accounts payable | 308,759 | 357,253 |
Accrued media | 283,578 | 240,506 |
Accruals and other liabilities | 152,937 | 248,477 |
Advance billings | 334,933 | 337,034 |
Current portion of lease liabilities - operating leases | 75,939 | 76,349 |
Current portion of deferred acquisition consideration | 94,039 | 90,183 |
Total Current Liabilities | 1,250,185 | 1,349,802 |
Long-term debt | 1,235,281 | 1,184,707 |
Long-term portion of deferred acquisition consideration | 71,645 | 71,140 |
Long-term lease liabilities - operating leases | 278,978 | 294,049 |
Deferred tax liabilities, net | 43,023 | 40,109 |
Other liabilities | 70,371 | 69,780 |
Total Liabilities | 2,949,483 | 3,009,587 |
Redeemable Noncontrolling Interests | 32,517 | 39,111 |
Commitments and Contingencies | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Paid-in capital | 469,891 | 491,899 |
Retained earnings | 30,324 | 29,445 |
Accumulated other comprehensive loss | (13,253) | (38,941) |
Stagwell Inc. Shareholders' Equity | 487,094 | 482,537 |
Noncontrolling interests | 431,839 | 462,097 |
Total Shareholders' Equity | 918,933 | 944,634 |
Liabilities and Equity, Total | 3,900,933 | 3,993,332 |
Common Class A and Common Class B | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Common shares | 130 | 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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ (5,017) | $ 33,622 |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||
Stock-based compensation | 12,004 | 8,021 |
Depreciation and amortization | 33,477 | 31,204 |
Impairment and other losses | 0 | 557 |
Deferred income taxes | 3,809 | (1,350) |
Adjustment to deferred acquisition consideration | 4,088 | 1,897 |
Other, net | (1,550) | (2,647) |
Changes in working capital: | ||
Accounts receivable | (12,425) | (70,039) |
Expenditures billable to clients | (4,173) | 11,996 |
Other assets | (5,986) | (6,100) |
Accounts payable | (51,670) | (32,386) |
Accrued expenses and other liabilities | (54,684) | (5,592) |
Advance billings | (2,986) | (17,760) |
Net Cash Provided by (Used in) Operating Activities, Total | (85,113) | (48,577) |
Cash flows from investing activities: | ||
Capital expenditures | (3,435) | (4,760) |
Acquisitions, net of cash acquired | (220) | (935) |
Capitalized software | (6,735) | (1,778) |
Other | (425) | (816) |
Net Cash Provided by (Used in) Investing Activities, Total | (10,815) | (8,289) |
Cash flows from financing activities: | ||
Repayment of borrowings under revolving credit facility | (426,500) | (209,500) |
Proceeds from borrowings under revolving credit facility | 476,500 | 239,000 |
Shares acquired and cancelled | 8,263 | 14,926 |
Distributions to noncontrolling interests | (10,948) | (6,464) |
Payment of deferred consideration | 0 | (1,581) |
Repurchase of Common Stock | (17,866) | 0 |
Net Cash Provided by (Used in) Financing Activities, Total | 12,923 | 6,529 |
Effect of exchange rate changes on cash and cash equivalents | 945 | 1,481 |
Net decrease in cash and cash equivalents | (82,060) | (48,856) |
Cash and cash equivalents at beginning of period | 220,589 | 184,009 |
Cash and cash equivalents at end of period | 138,529 | 135,153 |
Supplemental Cash Flow Information: | ||
Cash income taxes paid | 15,107 | 6,623 |
Cash interest paid | 33,459 | 30,798 |
Non-cash investing and financing activities: | ||
Establishment of a deferred tax asset related to the exchange | 0 | 24,500 |
Establishment of Tax Receivables Agreement liability | $ 0 | $ 20,846 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) | 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 | 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 | $ 879,040,000 | $ 370,753,000 | $ 118,000 | $ 2,000 | $ 382,893,000 | $ (6,982,000) | $ (5,278,000) | $ 508,287,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net Income (Loss) Attributable to Parent | 12,675,000 | 12,675,000 | ||||||||||
Net income | 12,675,000 | |||||||||||
Net income attributable to Stagwell Inc. | 31,212,000 | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | 5,347,000 | 5,347,000 | 5,347,000 | |||||||||
Distributions to noncontrolling interests | (705,000) | (705,000) | ||||||||||
Changes in redemption value | 975,000 | 975,000 | ||||||||||
Changes in redemption value of RNCI | 975,000 | |||||||||||
Restricted Awards Granted or Vested (in shares) | 1,787,000 | |||||||||||
Restricted awards granted or vested | $ (2,000) | 2,000 | ||||||||||
Shares acquired and cancelled (in shares) | (1,998,000) | |||||||||||
Shares acquired and cancelled | (14,926,000) | (14,926,000) | (14,926,000) | |||||||||
Stock-based compensation | 6,714,000 | 6,714,000 | 6,714,000 | |||||||||
Conversion of shares (in shares) | 15,155,000 | (15,155,000) | ||||||||||
Conversion of Class C to Class A shares | $ 15,000 | (15,000) | ||||||||||
Other | 882,000 | (1,364,000) | (1,364,000) | 2,246,000 | ||||||||
Balance (in shares) at Mar. 31, 2022 | 133,196,000 | 164,815,000 | ||||||||||
Balance at Mar. 31, 2022 | 897,845,000 | 369,480,000 | $ 135,000 | $ 2,000 | 373,300,000 | 6,668,000 | (10,625,000) | 528,365,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | (18,537,000) | |||||||||||
Balance (in shares) at Dec. 31, 2021 | 118,252,000 | 179,970,000 | ||||||||||
Balance at Dec. 31, 2021 | 879,040,000 | 370,753,000 | $ 118,000 | $ 2,000 | 382,893,000 | (6,982,000) | (5,278,000) | 508,287,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Changes in redemption value | (8,711,000) | |||||||||||
Balance (in shares) at Dec. 31, 2022 | 131,724,000 | 160,909,000 | ||||||||||
Balance at Dec. 31, 2022 | 944,634,000 | 482,537,000 | $ 132,000 | $ 2,000 | 491,899,000 | 29,445,000 | (38,941,000) | 462,097,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net Income (Loss) Attributable to Parent | 443,000 | |||||||||||
Net income | 443,000 | 443,000 | ||||||||||
Net income attributable to Stagwell Inc. | (2,474,000) | |||||||||||
Other Comprehensive Income (Loss), Net of Tax | (4,425,000) | (25,688,000) | (25,688,000) | (21,263,000) | ||||||||
Distributions to noncontrolling interests | (8,025,000) | (8,025,000) | ||||||||||
Changes in redemption value | (1,076,000) | |||||||||||
Changes in redemption value of RNCI | (1,076,000) | (1,076,000) | (1,076,000) | |||||||||
Restricted Awards Granted or Vested (in shares) | 1,838,000 | |||||||||||
Restricted awards granted or vested | 0 | $ (2,000) | (2,000) | |||||||||
Shares acquired and cancelled (in shares) | (1,181,000) | (2,585,000) | ||||||||||
Shares acquired and cancelled | (8,263,000) | $ (17,866,000) | (8,263,000) | $ (17,866,000) | $ (1,000) | $ (3,000) | (8,262,000) | $ (17,863,000) | ||||
Stock-based compensation | 7,392,000 | 7,392,000 | 7,392,000 | |||||||||
Other | (1,966,000) | (640,000) | (640,000) | (1,326,000) | ||||||||
Balance (in shares) at Mar. 31, 2023 | 129,796,000 | 160,909,000 | ||||||||||
Balance at Mar. 31, 2023 | 918,933,000 | 487,094,000 | $ 130,000 | $ 2,000 | 469,891,000 | $ 30,324,000 | $ (13,253,000) | 431,839,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | (2,917,000) | |||||||||||
Stockholders' Equity - Change in Ownership of Class C Holders | $ 0 | $ (3,273,000) | $ 3,273,000 | $ 3,273,000 |
Basis of Presentation and Recen
Basis of Presentation and Recent Developments | 3 Months Ended |
Mar. 31, 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 their Brands (“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 is 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 did not impact Total Shareholders’ Equity as of March 31, 2023. In addition, the adjustment was reflected within other comprehensive for the quarter ended March 31, 2023. 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. Recent Developments In March 2023, the Company’s board of directors (the “Board”) adopted the 2022 Employee Stock Purchase Plan (the “ESPP”), which will be submitted for approval at the Company’s annual meeting of shareholders in June 2023. If the ESPP is approved, a total of 3.0 million shares of Class A common stock, par value $.001 per share (the “Class A Common Stock”) will be 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, up 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. On May 4, 2023, the Company amended its Credit Agreement (as defined in Note 7 of the Notes included herein). Among other things, the amendment increased the limit of borrowing from $500.0 million to $640.0 million. All other substantive terms of the credit agreement remain unchanged. On May 9, 2023, the Company agreed to repurchase approximately 23.3 million shares from AlpInvest Partners at a share price of $6.43, for an aggregate total value of approximately $150.0 million. Stagwell Media LP, a shareholder in Stagwell Inc. and AlpInvest are engaged in advanced negotiations to redeem AlpInvest’s remaining interests in Stagwell Media LP., subject to final documentation. Upon completion of these transactions, AlpInvest Partners will no longer be an investor in Stagwell Inc. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 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 preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary 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: Estimated 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 The purchase price accounting is not yet final as the Company may still make adjustments due to changes in working capital. 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 acquisitions been consummated as of that time. Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 650,628 Net income 32,876 Revenue and net income attributable to BNG, included within the three months ended March 31, 2023 Unaudited Consolidated Statements of Operations was $6.6 million and $1.0 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 estimated 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 acquisitions been consummated as of that time. Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 644,909 Net income 34,341 Revenue and net loss attributable to TMA Direct, included within the three months ended March 31, 2023 Unaudited Consolidated Statements of Operations was $2.6 million and less than $0.1 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 preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary 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) Other liabilities (3,591) Net assets assumed 2,389 Goodwill 23,404 Purchase price consideration $ 25,793 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 the expected growth related to new customer relationships and geographic expansion. Goodwill of $23.4 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: Estimated 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 acquisitions been consummated as of that time. Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 653,375 Net Income 28,110 Revenue and net loss attributable to Maru, included within the three months ended March 31, 2023 Unaudited Consolidated Statements of Operations was $8.9 million and $2.2 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, subject to post-closing adjustments. The consideration has been allocated to the assets acquired and assumed liabilities of Wolfgang based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary 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 five years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 1,055 5 Total acquired intangible assets $ 1,055 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 acquisitions been consummated as of that time. Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 647,309 Net income 34,482 Revenue and net income attributable to Wolfgang, included within the three months ended March 31, 2023 Unaudited Consolidated Statements of Operations was $1.1 million and $0.2 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, subject to post-closing adjustments, 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 preliminary estimated fair values. The preliminary 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 five years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years (dollars in thousands) Developed technology $ 7,300 5 Total acquired intangible assets $ 7,300 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 acquisitions been consummated as of that time. Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 643,885 Net income 33,483 Revenue and net income attributable to Epicenter, included within the three months ended March 31, 2023 Unaudited Consolidated Statements of Operations was $1.1 million and $0.6 million, respectively. Other Acquisitions 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, subject to post-closing adjustments, 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, subject to post-closing adjustments, 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 was based on the financial results of the underlying business through the end of 2022 with the payment due in 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 contingent 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 March 31, 2023 and December 31, 2022: March 31, December 31, (dollars in thousands) Beginning balance $ 161,323 $ 222,369 Payments — (73,963) Adjustments to deferred acquisition consideration (1) 4,088 (12,779) Additions — 26,594 Currency translation adjustment and other 273 (898) Ending balance (2) $ 165,684 $ 161,323 (1) Adjustment to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 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 months ended March 31, 2023 and 2022: Three Months Ended March 31, Principal Capabilities Reportable Segment 2023 2022 (dollars in thousands) Digital Transformation All segments $ 190,319 $ 210,809 Creativity and Communications All segments 261,354 279,242 Performance Media and Data Brand Performance Network, All Other 109,488 99,776 Consumer Insights and Strategy Integrated Agencies Network, All Other 61,283 53,076 $ 622,444 $ 642,903 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 months ended March 31, 2023 and 2022: Three Months Ended March 31, Geographical Location Reportable Segment 2023 2022 (dollars in thousands) United States All $ 507,092 $ 537,231 United Kingdom All 41,271 39,813 Other All 74,081 65,859 $ 622,444 $ 642,903 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 $170.8 million and $116.4 million at March 31, 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 $97.6 million and $93.1 million at March 31, 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 March 31, 2023 and December 31, 2022 were $334.9 million and $337.0 million, respectively. The decrease in Advance billings of $2.1 million for the three months ended March 31, 2023 was primarily driven by $234.0 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, partially offset by cash payments received or due in advance of satisfying our performance obligations. Changes in the contract asset and liability balances during the three months ended March 31, 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 $90.8 million of unsatisfied performance obligations as of March 31, 2023 of which we expect to recognize approximately 61% in 2023, 33% in 2024 and 6% in 2025. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. Income (Loss) Per Share The following table sets forth the computations of basic and diluted income (loss) per common share for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Income Per Share - Basic (amounts in thousands, except per share amounts) Numerator: Net income (loss) $ (5,017) $ 33,622 Net (income) loss attributable to Class C shareholders 3,165 (17,721) Net (income) loss attributable to other equity interest holders 2,295 (3,226) Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests 5,460 (20,947) Net income attributable to Stagwell Inc. common shareholders $ 443 $ 12,675 Denominator: Weighted Average number of common shares outstanding 125,199 122,285 Income Per Share - Basic $ 0.00 $ 0.10 Income (Loss) Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 443 $ 12,675 Net income (loss) attributable to Class C shareholders (3,165) 17,721 $ (2,722) $ 30,396 Denominator: Basic - Weighted Average number of common shares outstanding 125,199 122,285 Stock appreciation right awards 1,929 2,041 Restricted share and restricted unit awards 1,769 2,786 Class A Shares 128,897 127,112 Class C shares 160,909 170,372 Dilutive - Weighted average number of common shares outstanding 289,806 297,484 Income (Loss) Per Share - Diluted $ (0.01) $ 0.10 Restricted stock awards of 0.7 million and 1.0 million as of March 31, 2023 and 2022, respectively, were excluded from the computation of diluted 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 | 3 Months Ended |
Mar. 31, 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 preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary 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: Estimated 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 The purchase price accounting is not yet final as the Company may still make adjustments due to changes in working capital. 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 acquisitions been consummated as of that time. Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 650,628 Net income 32,876 Revenue and net income attributable to BNG, included within the three months ended March 31, 2023 Unaudited Consolidated Statements of Operations was $6.6 million and $1.0 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 estimated 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 acquisitions been consummated as of that time. Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 644,909 Net income 34,341 Revenue and net loss attributable to TMA Direct, included within the three months ended March 31, 2023 Unaudited Consolidated Statements of Operations was $2.6 million and less than $0.1 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 preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary 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) Other liabilities (3,591) Net assets assumed 2,389 Goodwill 23,404 Purchase price consideration $ 25,793 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 the expected growth related to new customer relationships and geographic expansion. Goodwill of $23.4 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: Estimated 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 acquisitions been consummated as of that time. Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 653,375 Net Income 28,110 Revenue and net loss attributable to Maru, included within the three months ended March 31, 2023 Unaudited Consolidated Statements of Operations was $8.9 million and $2.2 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, subject to post-closing adjustments. The consideration has been allocated to the assets acquired and assumed liabilities of Wolfgang based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The preliminary 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 five years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 1,055 5 Total acquired intangible assets $ 1,055 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 acquisitions been consummated as of that time. Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 647,309 Net income 34,482 Revenue and net income attributable to Wolfgang, included within the three months ended March 31, 2023 Unaudited Consolidated Statements of Operations was $1.1 million and $0.2 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, subject to post-closing adjustments, 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 preliminary estimated fair values. The preliminary 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 five years. The following table presents the details of identifiable intangible assets acquired: Estimated Fair Value Estimated Useful Life in Years (dollars in thousands) Developed technology $ 7,300 5 Total acquired intangible assets $ 7,300 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 acquisitions been consummated as of that time. Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 643,885 Net income 33,483 Revenue and net income attributable to Epicenter, included within the three months ended March 31, 2023 Unaudited Consolidated Statements of Operations was $1.1 million and $0.6 million, respectively. Other Acquisitions 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, subject to post-closing adjustments, 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, subject to post-closing adjustments, 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 was based on the financial results of the underlying business through the end of 2022 with the payment due in 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 contingent 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 March 31, 2023 and December 31, 2022: March 31, December 31, (dollars in thousands) Beginning balance $ 161,323 $ 222,369 Payments — (73,963) Adjustments to deferred acquisition consideration (1) 4,088 (12,779) Additions — 26,594 Currency translation adjustment and other 273 (898) Ending balance (2) $ 165,684 $ 161,323 (1) Adjustment to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments. |
Leases
Leases | 3 Months Ended |
Mar. 31, 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 March 31, 2023, the Company entered into two 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 two leases represent an obligation of the Company that is not reflected within the Unaudited Consolidated Balance Sheets as of March 31, 2023. The aggregate future liability related to these leases is approximately $5.1 million. The discount rate used for leases accounted for under ASC 842 is the Company’s collateralized credit adjusted borrowing rate. The following table presents lease costs and other quantitative information for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Lease Cost: (dollars in thousands) Operating lease cost $ 19,578 $ 14,016 Variable lease cost 4,561 5,160 Sublease rental income (3,052) (3,276) Total lease cost $ 21,087 $ 15,900 Additional information: Cash paid for amounts included in the measurement of lease liabilities for operating leases Operating cash flows $ 22,347 $ 22,781 Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments $ 2,135 $ 14,162 As of March 31, 2023, the weighted average remaining lease term (in years) and weighted average discount rate were 6.3 and 4.6%, 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. The following table presents minimum future rental payments under the Company’s leases as of March 31, 2023 and their reconciliation to the corresponding lease liabilities: Maturity Analysis (dollars in thousands) Remaining 2023 $ 68,803 2024 78,098 2025 60,457 2026 45,148 2027 40,652 Thereafter 120,424 Total 413,582 Less: Present value discount (58,665) Lease liability $ 354,917 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt As of March 31, 2023 and December 31, 2022, the Company’s indebtedness was comprised as follows: March 31, December 31, (dollars in thousands) Credit Agreement $ 150,000 $ 100,000 5.625% Notes 1,100,000 1,100,000 Debt issuance costs (14,719) (15,293) Total long-term debt $ 1,235,281 $ 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 months ended March 31, 2023 and 2022 was $18.3 million and $18.3 million, respectively. The amortization of debt issuance costs included in Interest expense, net on the Unaudited Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022 was $0.6 million and $0.6 million, respectively. Revolving Credit Agreement The Company is party to a credit agreement with a syndicate of banks consisting of a $500.0 million senior secured revolving credit facility with a five-year maturity (the “Credit Agreement”) as of March 31, 2023. See Note 1 of the Notes included herein for additional information related to the amendment to the Credit Agreement. 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. It also includes an accordion feature under which the Company may request, subject to lender approval and certain conditions, to increase the amount of the commitments to an aggregate amount not to exceed $650.0 million. 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, plus ) and ii) 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. 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 within five years of the date of the Credit Agreement. 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 March 31, 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 March 31, 2023 and December 31, 2022, the Company had issued undrawn outstanding letters of credit of $24.6 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 March 31, 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 must 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. 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 |
Noncontrolling and Redeemable N
Noncontrolling and Redeemable Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling and Redeemable Noncontrolling Interests | 8. Noncontrolling and Redeemable Noncontrolling Interests 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 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 months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 (dollars in thousands) Net income (loss) attributable to Class C shareholders $ (3,165) $ 17,721 Net income attributable to other equity interest holders 248 816 Net income (loss) attributable to noncontrolling interests $ (2,917) $ 18,537 The following table presents noncontrolling interests between holders of Class C Common Stock and other equity interest holders as of March 31, 2023 and December 31, 2022: March 31, December 31, (dollars in thousands) Noncontrolling interest of Class C shareholders $ 401,427 $ 428,406 Noncontrolling interest of other equity interest holders 30,412 33,691 Total noncontrolling interests $ 431,839 $ 462,097 Redeemable Noncontrolling Interests The following table presents changes in redeemable noncontrolling interests: March 31, December 31, (dollars in thousands) Beginning balance $ 39,111 $ 43,364 Redemptions (2,923) (4,222) Changes in redemption value (1,076) (8,711) Net income (loss) attributable to redeemable noncontrolling interests (2,543) 8,135 Other (52) 545 Ending balance $ 32,517 $ 39,111 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 $32.5 million as of March 31, 2023, consists of $28.7 million, assuming that the subsidiaries perform over the relevant periods at their current profit levels, and $3.8 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. There is no related impact on the Company’s income per share calculations. Comprehensive Loss Attributable to Noncontrolling and Redeemable Noncontrolling Interests |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 3 Months Ended |
Mar. 31, 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 March 31, 2023, the Company had $24.6 million of undrawn letters of credit outstanding. The Company entered into two operating leases for which the commencement date has not yet occurred as of March 31, 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 March 31, 2023, the Company estimates its future minimum commitments under these non-cancellable agreements to be: $6.4 million, $5.8 million, $5.4 million, $3.9 million, $3.2 million and $7.8 million for the remainder of 2023, 2024, 2025, 2026, 2027, and thereafter, respectively. |
Share Capital
Share Capital | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Share Capital | 10. Share Capital On March 1, 2023, the Board authorized an extension and a $125.0 million increase in the size of the Company’s stock repurchase program (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, 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 three months ended March 31, 2023, there were 2.6 million shares of Class A Common Stock repurchased under the Repurchase Program at an aggregate value, excluding fees, of $17.9 million. These were purchased at an average price of $6.91 per share. The remaining value of shares of Class A Common Stock permitted to be repurchased under the Repurchase Program was $180.4 million as of March 31, 2023. On May 9, 2023, the Company agreed to repurchase approximately 23.3 million shares from AlpInvest Partners at a share price of $6.43, for an aggregate total value of approximately $150.0 million. See Note 1 of the Notes included herein for additional information regarding the repurchase. 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 129.8 million shares were issued and outstanding as of March 31, 2023. Each share of Class A Common Stock carries one vote and entitles its holder to dividends equal to or greater than each share of Class B Common Stock, as defined below . Class B Common Stock There are 5.0 thousand shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”) authorized, of which 2.3 thousand shares were issued and outstanding as of March 31, 2023. Each share of Class B Common Stock carries twenty votes each, and is convertible at any time at the option of the holder into one share of Class A Common Stock. Class C Common Stock There are 250.0 million shares of Class C Common Stock authorized, of which 160.9 million shares were issued and outstanding as of March 31, 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). |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 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 March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value (dollars in thousands) 5.625% Notes $ 1,100,000 $ 962,500 $ 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 March 31, 2023, the discount rate used to measure these liabilities was 5.2%. 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 March 31, 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. |
Supplemental Information
Supplemental Information | 3 Months Ended |
Mar. 31, 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 three months ended March 31, 2023 and 2022 was $7.4 million and $7.2 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. 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 settled in cash and the corresponding liability was $24.9 million and $21.0 million at March 31, 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 $4.6 million and $0.7 million for the three months ended March 31, 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 $82.0 million and $7.5 million for the three months ended March 31, 2023 and 2022, respectively. The amount collected and due to the third parties under these arrangements was $2.4 million as of March 31, 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 $1.3 million and less than $0.1 million for the three months ended March 31, 2023 and 2022, respectively. 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 $1.2 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 $1.2 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 | 3 Months Ended |
Mar. 31, 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 March 31, 2023 of $2.4 million (on a pre-tax loss of $2.4 million resulting in an effective tax rate of (99.1)%) compared to income tax expense of $3.2 million (on pre-tax income of $35.8 million resulting in an effective tax rate of 8.9%) for the three months ended March 31, 2022. The difference in the effective tax rate of (99.1)% in the three months ended March 31, 2023, as compared to 8.9% in the three months ended March 31, 2022, is due to the pre-tax loss, an increase in valuation allowance, and an increase in uncertain tax positions in 2023. It is reasonably possible that over the next twelve months the amount of unrecognized tax benefits may decrease by up to $2.6 million based on expected settlements. 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. In the first quarter of 2022, the Company had its first exchange of Paired Units for shares of Class A Common Stock and recorded its initial TRA liability. Further exchanges were made in subsequent quarters in 2022. No exchanges were made in the first quarter of 2023. As of March 31, 2023, the Company has recorded a TRA liability of $28.7 million and an associated deferred tax asset of $33.8 million. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 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 March 31, March 31, December 31, Services 2023 2022 (dollars in thousands) Marketing and advertising services (1) Continuous (7) $ 694 $ — $ 1,043 $ 1,029 Marketing and advertising services (2) $3,576 and Continuous (7) 378 564 5,939 4,831 Marketing and website development services (3) $5,884 and Continuous (7) 778 2,468 — 488 Polling services (4) $1,123 89 48 — 280 Polling services (5) $683 39 — 158 — Polling services (6) $3,450 — 164 — — Total $ 1,978 $ 3,244 $ 7,140 $ 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 third party who holds a minority interest in the Brand. The loan receivable of $3.1 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 March 31, 2023 and December 31, 2022, respectively. The Company recognized $0.1 million and $0.1 million for the three months ended March 31, 2023 and 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 $0.2 million and $0.1 million of related party expense for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 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 | 3 Months Ended |
Mar. 31, 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 as “All Other.” 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, MMI Agency, digital creative & transformation consultancy Gale, B2B specialist Multiview, Observatory, Vitro, 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 March 31, 2023 2022 (dollars in thousands) Revenue: Integrated Agencies Network $ 329,792 $ 348,751 Brand Performance Network 213,340 197,787 Communications Network 66,460 93,255 All Other 12,852 3,110 Total Revenue $ 622,444 $ 642,903 Adjusted EBITDA: Integrated Agencies Network $ 59,385 $ 68,888 Brand Performance Network 23,421 31,248 Communications Network 4,013 16,438 All Other (3,805) (124) Corporate (10,792) (15,038) Total Adjusted EBITDA $ 72,222 $ 101,412 Depreciation and amortization $ (33,477) $ (31,204) Impairment and other losses — (557) Stock-based compensation (12,004) (8,021) Deferred acquisition consideration (4,088) (1,897) Other items, net (6,420) (5,073) Total Operating Income $ 16,233 $ 54,660 Other Income (expenses): Interest expense, net $ (18,189) $ (18,729) Foreign exchange, net (670) (306) Other, net 220 156 Income (loss) before income taxes and equity in earnings of non-consolidated affiliates (2,406) 35,781 Income tax expense 2,384 3,189 Income (loss) before equity in earnings of non-consolidated affiliates (4,790) 32,592 Equity in income (loss) of non-consolidated affiliates (227) 1,030 Net income (loss) (5,017) 33,622 Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests 5,460 (20,947) Net income attributable to Stagwell Inc. common shareholders $ 443 $ 12,675 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 months ended March 31, 2023 and 2022. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The preliminary 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) Other liabilities (3,591) Net assets assumed 2,389 Goodwill 23,404 Purchase price consideration $ 25,793 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: Estimated 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 Estimated 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 Estimated Fair Value Estimated Useful Life in Years (dollars in thousands) Customer relationships $ 1,055 5 Total acquired intangible assets $ 1,055 Estimated Fair Value Estimated Useful Life in Years (dollars in thousands) Developed technology $ 7,300 5 Total acquired intangible assets $ 7,300 |
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 acquisitions been consummated as of that time. Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 650,628 Net income 32,876 Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 644,909 Net income 34,341 Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 653,375 Net Income 28,110 Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 647,309 Net income 34,482 Three Months Ended March 31, 2022 (dollars in thousands) Revenue $ 643,885 Net income 33,483 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
By Location | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | The following table presents revenue disaggregated by geography for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, Geographical Location Reportable Segment 2023 2022 (dollars in thousands) United States All $ 507,092 $ 537,231 United Kingdom All 41,271 39,813 Other All 74,081 65,859 $ 622,444 $ 642,903 |
Principal Capability | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | The following table presents revenue disaggregated by our principal capabilities for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, Principal Capabilities Reportable Segment 2023 2022 (dollars in thousands) Digital Transformation All segments $ 190,319 $ 210,809 Creativity and Communications All segments 261,354 279,242 Performance Media and Data Brand Performance Network, All Other 109,488 99,776 Consumer Insights and Strategy Integrated Agencies Network, All Other 61,283 53,076 $ 622,444 $ 642,903 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | The following table sets forth the computations of basic and diluted income (loss) per common share for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Income Per Share - Basic (amounts in thousands, except per share amounts) Numerator: Net income (loss) $ (5,017) $ 33,622 Net (income) loss attributable to Class C shareholders 3,165 (17,721) Net (income) loss attributable to other equity interest holders 2,295 (3,226) Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests 5,460 (20,947) Net income attributable to Stagwell Inc. common shareholders $ 443 $ 12,675 Denominator: Weighted Average number of common shares outstanding 125,199 122,285 Income Per Share - Basic $ 0.00 $ 0.10 Income (Loss) Per Share - Diluted Numerator: Net income attributable to Stagwell Inc. common shareholders $ 443 $ 12,675 Net income (loss) attributable to Class C shareholders (3,165) 17,721 $ (2,722) $ 30,396 Denominator: Basic - Weighted Average number of common shares outstanding 125,199 122,285 Stock appreciation right awards 1,929 2,041 Restricted share and restricted unit awards 1,769 2,786 Class A Shares 128,897 127,112 Class C shares 160,909 170,372 Dilutive - Weighted average number of common shares outstanding 289,806 297,484 Income (Loss) Per Share - Diluted $ (0.01) $ 0.10 |
Deferred Acquisition Consider_2
Deferred Acquisition Consideration (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Changes in Contingent Deferred Acquisition Consideration | The following table presents changes in contingent 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 March 31, 2023 and December 31, 2022: March 31, December 31, (dollars in thousands) Beginning balance $ 161,323 $ 222,369 Payments — (73,963) Adjustments to deferred acquisition consideration (1) 4,088 (12,779) Additions — 26,594 Currency translation adjustment and other 273 (898) Ending balance (2) $ 165,684 $ 161,323 (1) Adjustment to deferred acquisition consideration contains fair value changes from the Company’s initial estimates of deferred acquisition payments. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lease Costs and Other Quantitative Information | The following table presents lease costs and other quantitative information for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 Lease Cost: (dollars in thousands) Operating lease cost $ 19,578 $ 14,016 Variable lease cost 4,561 5,160 Sublease rental income (3,052) (3,276) Total lease cost $ 21,087 $ 15,900 Additional information: Cash paid for amounts included in the measurement of lease liabilities for operating leases Operating cash flows $ 22,347 $ 22,781 Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments $ 2,135 $ 14,162 |
Minimum Future Rental Payments | The following table presents minimum future rental payments under the Company’s leases as of March 31, 2023 and their reconciliation to the corresponding lease liabilities: Maturity Analysis (dollars in thousands) Remaining 2023 $ 68,803 2024 78,098 2025 60,457 2026 45,148 2027 40,652 Thereafter 120,424 Total 413,582 Less: Present value discount (58,665) Lease liability $ 354,917 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of March 31, 2023 and December 31, 2022, the Company’s indebtedness was comprised as follows: March 31, December 31, (dollars in thousands) Credit Agreement $ 150,000 $ 100,000 5.625% Notes 1,100,000 1,100,000 Debt issuance costs (14,719) (15,293) Total long-term debt $ 1,235,281 $ 1,184,707 |
Noncontrolling and Redeemable_2
Noncontrolling and Redeemable Noncontrolling Interests (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest | The following table presents net income (loss) attributable to 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 months ended March 31, 2023 and 2022: Three Months Ended March 31, 2023 2022 (dollars in thousands) Net income (loss) attributable to Class C shareholders $ (3,165) $ 17,721 Net income attributable to other equity interest holders 248 816 Net income (loss) attributable to noncontrolling interests $ (2,917) $ 18,537 The following table presents noncontrolling interests between holders of Class C Common Stock and other equity interest holders as of March 31, 2023 and December 31, 2022: March 31, December 31, (dollars in thousands) Noncontrolling interest of Class C shareholders $ 401,427 $ 428,406 Noncontrolling interest of other equity interest holders 30,412 33,691 Total noncontrolling interests $ 431,839 $ 462,097 |
Redeemable Noncontrolling Interest | The following table presents changes in redeemable noncontrolling interests: March 31, December 31, (dollars in thousands) Beginning balance $ 39,111 $ 43,364 Redemptions (2,923) (4,222) Changes in redemption value (1,076) (8,711) Net income (loss) attributable to redeemable noncontrolling interests (2,543) 8,135 Other (52) 545 Ending balance $ 32,517 $ 39,111 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Carrying Fair Value Carrying Fair Value (dollars in thousands) 5.625% Notes $ 1,100,000 $ 962,500 $ 1,100,000 $ 902,000 |
Related Party Disclosures (Tabl
Related Party Disclosures (Tables) | 3 Months Ended |
Mar. 31, 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 March 31, March 31, December 31, Services 2023 2022 (dollars in thousands) Marketing and advertising services (1) Continuous (7) $ 694 $ — $ 1,043 $ 1,029 Marketing and advertising services (2) $3,576 and Continuous (7) 378 564 5,939 4,831 Marketing and website development services (3) $5,884 and Continuous (7) 778 2,468 — 488 Polling services (4) $1,123 89 48 — 280 Polling services (5) $683 39 — 158 — Polling services (6) $3,450 — 164 — — Total $ 1,978 $ 3,244 $ 7,140 $ 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) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Three Months Ended March 31, 2023 2022 (dollars in thousands) Revenue: Integrated Agencies Network $ 329,792 $ 348,751 Brand Performance Network 213,340 197,787 Communications Network 66,460 93,255 All Other 12,852 3,110 Total Revenue $ 622,444 $ 642,903 Adjusted EBITDA: Integrated Agencies Network $ 59,385 $ 68,888 Brand Performance Network 23,421 31,248 Communications Network 4,013 16,438 All Other (3,805) (124) Corporate (10,792) (15,038) Total Adjusted EBITDA $ 72,222 $ 101,412 Depreciation and amortization $ (33,477) $ (31,204) Impairment and other losses — (557) Stock-based compensation (12,004) (8,021) Deferred acquisition consideration (4,088) (1,897) Other items, net (6,420) (5,073) Total Operating Income $ 16,233 $ 54,660 Other Income (expenses): Interest expense, net $ (18,189) $ (18,729) Foreign exchange, net (670) (306) Other, net 220 156 Income (loss) before income taxes and equity in earnings of non-consolidated affiliates (2,406) 35,781 Income tax expense 2,384 3,189 Income (loss) before equity in earnings of non-consolidated affiliates (4,790) 32,592 Equity in income (loss) of non-consolidated affiliates (227) 1,030 Net income (loss) (5,017) 33,622 Net (income) loss attributable to noncontrolling and redeemable noncontrolling interests 5,460 (20,947) Net income attributable to Stagwell Inc. common shareholders $ 443 $ 12,675 |
Basis of Presentation and Rec_2
Basis of Presentation and Recent Developments (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | ||||
May 09, 2023 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | May 04, 2023 | |
Business Acquisition [Line Items] | |||||
ESPP Maximum Eligible Percentage Withheld | 15% | 15% | |||
Line of Credit Facility, Current Borrowing Capacity | $ 500,000 | $ 500,000 | |||
Repurchase of Common Stock | 17,900 | 17,866 | $ 0 | ||
Line of Credit Facility, Current Borrowing Capacity | $ 500,000 | $ 500,000 | |||
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 | ||||
Common Class A | |||||
Business Acquisition [Line Items] | |||||
ESPP Purchase Price Percentage of FMV of Stock | 92.50% | 92.50% | |||
Employee Stock Ownership Plan (ESOP), Shares in ESOP | 3 | 3 | |||
Subsequent event | |||||
Business Acquisition [Line Items] | |||||
Line of Credit Facility, Current Borrowing Capacity | $ 640,000 | ||||
Stock Repurchased During Period, Value | $ 150,000 | ||||
Stock Repurchased During Period, Shares | 23.3 | ||||
Stock Repurchased During Period, Per Share | $ 6.43 | ||||
Line of Credit Facility, Current Borrowing Capacity | $ 640,000 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Narrative (Details) shares in Thousands, $ in Thousands, £ in Millions | 3 Months Ended | ||||||||||
Oct. 03, 2022 USD ($) | Jul. 15, 2022 USD ($) | Jul. 12, 2022 USD ($) | May 31, 2022 USD ($) | Apr. 19, 2022 USD ($) | Apr. 01, 2022 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Oct. 03, 2022 GBP (£) | Jul. 12, 2022 GBP (£) | |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 1,569,532 | $ 1,566,956 | |||||||||
Revenues | 622,444 | $ 642,903 | |||||||||
Income attributable to noncontrolling interests | (5,460) | 20,947 | |||||||||
Net Income (Loss) Attributable to Parent | 443 | 12,675 | |||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (5,017) | $ 33,622 | |||||||||
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 | 6,600 | ||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 1,000 | ||||||||||
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 | 2,600 | ||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 100 | ||||||||||
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 | ||||||||||
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 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 11,864 | ||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | 600 | ||||||||||
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 | $ 23,404 | ||||||||||
Revenues | 8,900 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 25,793 | £ 23 | |||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (2,200) | ||||||||||
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 | 1,100 | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 6,160 | ||||||||||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ 200 | ||||||||||
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 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Assets Acquired and Liabilities Assumed (Details) $ in Thousands, £ in Millions | Mar. 31, 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 | $ 1,569,532 | $ 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) | |||||
Other liabilities | (3,591) | |||||
Net liabilities assumed | 2,389 | |||||
Goodwill | 23,404 | |||||
Purchase price consideration | 25,793 | £ 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 | |||||
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 |
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] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,055 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||
Wolfgang | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 1,055 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||
Epicenter | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 7,300 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||
Epicenter | Other Intangible Assets | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 7,300 | ||
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||
Revenues | $ 622,444 | $ 642,903 |
TMA Direct | ||
Business Combinations [Abstract] | ||
Business Acquisition, Pro Forma Revenue | 644,909 | |
Business Acquisition, Pro Forma Net Income (Loss) | 34,341 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | 644,909 | |
Business Acquisition, Pro Forma Net Income (Loss) | 34,341 | |
Revenues | 2,600 | |
BNG | ||
Business Combinations [Abstract] | ||
Business Acquisition, Pro Forma Revenue | 650,628 | |
Business Acquisition, Pro Forma Net Income (Loss) | 32,876 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | 650,628 | |
Business Acquisition, Pro Forma Net Income (Loss) | 32,876 | |
Revenues | 6,600 | |
Maru Group | ||
Business Combinations [Abstract] | ||
Business Acquisition, Pro Forma Revenue | 653,375 | |
Business Acquisition, Pro Forma Net Income (Loss) | 28,110 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | 653,375 | |
Business Acquisition, Pro Forma Net Income (Loss) | 28,110 | |
Revenues | 8,900 | |
Wolfgang | ||
Business Combinations [Abstract] | ||
Business Acquisition, Pro Forma Revenue | 647,309 | |
Business Acquisition, Pro Forma Net Income (Loss) | 34,482 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | 647,309 | |
Business Acquisition, Pro Forma Net Income (Loss) | 34,482 | |
Revenues | 1,100 | |
Epicenter | ||
Business Combinations [Abstract] | ||
Business Acquisition, Pro Forma Revenue | 643,885 | |
Business Acquisition, Pro Forma Net Income (Loss) | 33,483 | |
Business Acquisition [Line Items] | ||
Business Acquisition, Pro Forma Revenue | 643,885 | |
Business Acquisition, Pro Forma Net Income (Loss) | 33,483 | |
Revenues | $ 1,100 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | Mar. 31, 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 622,444 | $ 642,903 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 507,092 | 537,231 |
United Kingdom | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 41,271 | 39,813 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 74,081 | 65,859 |
Digital Transformation | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 190,319 | 210,809 |
Creativity and Communications | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 261,354 | 279,242 |
Performance Media and Data | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 109,488 | 99,776 |
Consumer Insights and Strategy | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 61,283 | $ 53,076 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Unbilled service fees | $ 170,800 | $ 116,400 |
Unbilled outside vendor costs, billable to clients | 97,590 | 93,077 |
Advance billings | 334,933 | $ 337,034 |
Increase (Decrease) in Advance Billings | (2,100) | |
Contract with Customer, Liability, Revenue Recognized | 234,000 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, amount | $ 90,800 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, percent | 61% | |
Expected timing of satisfaction | 9 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 | 33% | |
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 | 6% | |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ (5,017) | $ 33,622 |
Net Income (Loss) Attributable to Noncontrolling Interest | 5,460 | (20,947) |
Net Income (Loss) Attributable to Parent | 443 | 12,675 |
Net income available to stockholders, diluted | $ (2,722) | $ 30,396 |
Denominator | ||
Basic weighted average number of common shares outstanding (in shares) | 125,199 | 122,285 |
Diluted weighted average number of common shares outstanding (in shares) | 289,806 | 297,484 |
Class of Stock [Line Items] | ||
Basic (in dollars per share) | $ 0 | $ 0.1 |
Diluted (in dollars per share) | $ (0.01) | $ 0.1 |
Antidilutive securities excluded from computation of earnings per share (shares) | 700 | 1,000 |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | $ (5,017) | $ 33,622 |
Income attributable to noncontrolling interests | (5,460) | 20,947 |
Net Income (Loss) Attributable to Parent | $ 443 | $ 12,675 |
Weighted Average Number of Shares Outstanding, Basic | 125,199 | 122,285 |
Net income available to stockholders, diluted | $ (2,722) | $ 30,396 |
Diluted weighted average number of common shares outstanding (in shares) | 289,806 | 297,484 |
Stagwell Media | ||
Numerator | ||
Net Income (Loss) Attributable to Noncontrolling Interest | $ 3,165 | $ (17,721) |
Class of Stock [Line Items] | ||
Income attributable to noncontrolling interests | (3,165) | 17,721 |
Stagwell Global | ||
Numerator | ||
Net Income (Loss) Attributable to Noncontrolling Interest | 2,295 | (3,226) |
Class of Stock [Line Items] | ||
Income attributable to noncontrolling interests | $ (2,295) | $ 3,226 |
Common Class C | ||
Class of Stock [Line Items] | ||
Weighted average number diluted shares outstanding adjustment | 160,909 | 170,372 |
Stock Appreciation Rights (SARs) | ||
Class of Stock [Line Items] | ||
Weighted average number diluted shares outstanding adjustment | 1,929 | 2,041 |
Restricted Stock Units (RSUs) | ||
Class of Stock [Line Items] | ||
Weighted average number diluted shares outstanding adjustment | 1,769 | 2,786 |
Common Class A | ||
Class of Stock [Line Items] | ||
Weighted average number diluted shares outstanding adjustment | 128,897 | 127,112 |
Deferred Acquisition Consider_3
Deferred Acquisition Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance of contingent payments | $ 161,323 | $ 222,369 |
Payments | 0 | 73,963 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | 4,088 | (12,779) |
Additions | 0 | 26,594 |
Deferred Policy Acquisition Costs, Foreign Currency Translation Gain (Loss) | 273 | (898) |
Ending balance of contingent payments | 165,684 | |
Business Acquisition [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 165,684 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | 0 | $ 26,594 |
Contingent Payment | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance of contingent payments | 68,900 | |
Ending balance of contingent payments | 71,800 | |
Business Acquisition [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 71,800 | |
Fixed payments | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance of contingent payments | 92,400 | |
Ending balance of contingent payments | 93,900 | |
Business Acquisition [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 93,900 | |
Common Class A | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Ending balance of contingent payments | 51,500 | |
Business Acquisition [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | $ 51,500 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | Mar. 31, 2023 USD ($) lease |
Leases [Abstract] | |
Number of leases not yet commenced | lease | 2 |
Leases not yet commenced, liability | $ | $ 5.1 |
Leases - Lease Costs and Other
Leases - Lease Costs and Other Quantitative Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 19,578 | $ 14,016 |
Variable lease cost | 4,561 | 5,160 |
Sublease rental income | (3,052) | (3,276) |
Total lease cost | 21,087 | 15,900 |
Operating cash flows | 22,347 | 22,781 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,135 | $ 14,162 |
Weighted average remaining lease term (in years) - Operating leases | 6 years 3 months 18 days | |
Weighted average discount rate - Operating leases | 4.60% |
Leases - Minimum Future Rental
Leases - Minimum Future Rental Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
Remaining 2023 | $ 68,803 |
2024 | 78,098 |
2025 | 60,457 |
2026 | 45,148 |
2027 | 40,652 |
Thereafter | 120,424 |
Total | 413,582 |
Less: Present value discount | (58,665) |
Lease liability | $ 354,917 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Aug. 20, 2021 | |
Debt [Line Items] | |||
Debt issuance costs | $ (14,719) | $ (15,293) | |
Total long-term debt | 1,235,281 | 1,184,707 | |
Combined Credit Agreement | |||
Debt [Line Items] | |||
Long-term Debt, Gross | $ 150,000 | 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 | ||||
Aug. 20, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Aug. 02, 2021 | |
Debt [Line Items] | |||||
Line of Credit Facility, Current Borrowing Capacity | $ 500 | ||||
Line of Credit Facility, Current Borrowing Capacity | 500 | ||||
Interest and Debt Expense | |||||
Debt [Line Items] | |||||
Interest expense, long-term debt | 18.3 | $ 18.3 | |||
Amortization of debt issuance costs | $ 0.6 | $ 0.6 | |||
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 | ||||
Maximum borrowing capacity | $ 500 | ||||
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 | Maximum | |||||
Debt [Line Items] | |||||
Higher borrowing capacity option | 650 | ||||
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% | ||||
Letter of Credit | Combined Credit Agreement | Revolving Credit Facility | |||||
Debt [Line Items] | |||||
Maximum borrowing capacity | $ 24.6 | $ 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 | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | |||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | $ 18,537 | ||
Nonredeemable Noncontrolling Interest | $ 431,839 | $ 462,097 | |
Stagwell Global | |||
Noncontrolling Interest [Line Items] | |||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | 248 | 816 | |
Nonredeemable Noncontrolling Interest | 30,412 | 33,691 | |
Stagwell Media | |||
Noncontrolling Interest [Line Items] | |||
Net Income (Loss) Attributable to Nonredeemable Noncontrolling Interest | (3,165) | $ 17,721 | |
Nonredeemable Noncontrolling Interest | $ 401,427 | $ 428,406 |
Noncontrolling and Redeemable_4
Noncontrolling and Redeemable Noncontrolling Interests - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest | |||
Beginning Balance | $ 39,111 | $ 43,364 | $ 43,364 |
Redemptions | (2,923) | (4,222) | |
Changes in redemption value | (1,076) | $ 975 | (8,711) |
Net income (loss) attributable to redeemable noncontrolling interests | (2,543) | 8,135 | |
Other | (52) | 545 | |
Ending Balance | 32,517 | $ 39,111 | |
Vesting over period | |||
Noncontrolling Interest | |||
Ending Balance | $ 28,700 |
Noncontrolling and Redeemable_5
Noncontrolling and Redeemable Noncontrolling Interests (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Noncontrolling Interest [Line Items] | ||||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 32,517 | $ 39,111 | $ 43,364 | |
Net Income (Loss) Attributable to Noncontrolling Interest | 5,460 | $ (20,947) | ||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Noncontrolling Interest | 21,300 | |||
Vesting over period | ||||
Noncontrolling Interest [Line Items] | ||||
Redeemable Noncontrolling Interest, Equity, Fair Value | 28,700 | |||
Termination, disability, or death | ||||
Noncontrolling Interest [Line Items] | ||||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 3,800 |
Commitments, Contingencies an_2
Commitments, Contingencies and Guarantees (Details Textual) $ in Millions | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 6.4 |
2024 | 5.8 |
2025 | 5.4 |
2026 | 3.9 |
2027 | 3.2 |
Thereafter | $ 7.8 |
Share Capital (Details Textual)
Share Capital (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
May 09, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) vote $ / shares shares | Mar. 31, 2023 USD ($) vote $ / shares shares | Mar. 31, 2022 USD ($) | Mar. 01, 2023 USD ($) | |
Share Capital [Line Items] | |||||
Stock Repurchased and Retired During Period, Shares | 2,600,000 | ||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ | $ 180,400 | $ 180,400 | |||
Stock Repurchased and Retired During Period | $ / shares | $ 6.91 | $ 6.91 | |||
Repurchase of Common Stock | $ | $ 17,900 | $ 17,866 | $ 0 | ||
Stock Repurchase Program, Increase in Authorized Amount | $ | $ 125,000 | ||||
Stock Repurchase Program, Authorized Amount | $ | $ 250,000 | ||||
Subsequent event | |||||
Share Capital [Line Items] | |||||
Stock Repurchased During Period, Shares | 23,300,000 | ||||
Stock Repurchased During Period, Value | $ | $ 150,000 | ||||
Stock Repurchased During Period, Per Share | $ / shares | $ 6.43 | ||||
Common Class A | |||||
Share Capital [Line Items] | |||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | |||
Common Stock, Shares, Issued | 129,800,000 | 129,800,000 | |||
Common stock, voting rights, number of votes per share | vote | 1 | 1 | |||
Common Class B | |||||
Share Capital [Line Items] | |||||
Common Stock, Shares Authorized | 5,000 | 5,000 | |||
Common Stock, Shares, Issued | 2,300 | 2,300 | |||
Common stock, voting rights, number of votes per share | vote | 20 | 20 | |||
Common Class C | |||||
Share Capital [Line Items] | |||||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | |||
Common Stock, Shares, Outstanding | 160,900,000 | 160,900,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments not measured at Fair Value on a Recurring Basis (Details) - Senior Notes - USD ($) $ in Thousands | Mar. 31, 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 | $ 962,500 | $ 902,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Mar. 31, 2023 |
Fair Value, Inputs, Level 3 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent consideration liability, measurement input | 0.052 |
Supplemental Information (Detai
Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share Capital [Line Items] | |||
Stock-based compensation | $ 12,004 | $ 8,021 | |
Accounts Receivable, Sale | 82,000 | 7,500 | |
Trade Receivables Collected and Due to Third Party under Receivable Purchase Agreement | 2,400 | $ 5,700 | |
Trade Receivable Fees paid to Third Party under Receivable Purchase Agreement | 1,300 | 100 | |
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) | 2,100 | ||
Stockholders' Equity Attributable to Noncontrolling Interest | |||
Share Capital [Line Items] | |||
Accounts Receivable, Allowance for Credit Loss, Period Increase (Decrease) | 1,200 | ||
Other Awards | |||
Share Capital [Line Items] | |||
Profit interest award liability | 24,900 | $ 21,000 | |
Stock Compensation Award | |||
Share Capital [Line Items] | |||
Stock-based compensation | 7,400 | 7,200 | |
Profit interest | |||
Share Capital [Line Items] | |||
Stock-based compensation | $ 4,600 | $ 700 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax Receivable Agreement, Deferred Tax Asset | $ 33,800 | |
Tax Receivable Agreement, Deferred Tax Liability | 28,700 | |
Pre-tax income | (2,406) | $ 35,781 |
Establishment of a deferred tax asset related to the exchange | 0 | 24,500 |
Income tax expense (benefit) | $ 2,384 | $ 3,189 |
Effective Income Tax Rate Reconciliation, Percent | (99.10%) | 8.90% |
Maximum | ||
Income Tax [Line Items] | ||
Decrease in Unrecognized Tax Benefits is Reasonably Possible | $ 2,600 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | $ 1,978 | $ 3,244 | |
Due from Related Parties | 7,140 | $ 6,628 | |
Loans and Leases Receivable, Related Parties, Fixed Interest Rate | 3.50% | ||
Affiliated entity | Loan Agreement, Related Party | |||
Related Party Transaction [Line Items] | |||
Interest Income, Related Party | 100 | $ 100 | |
Notes Receivable, Related Parties | 3,100 | 3,600 | |
Affiliated entity | Polling Services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 0 | 164 | |
Due from Related Parties | 0 | 0 | |
Related Party Transaction, Expected Amount of Transactions with Related Party | 3,450 | ||
Affiliated entity | Marketing and advertising services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 378 | 564 | |
Due from Related Parties | 5,939 | 4,831 | |
Related Party Transaction, Expected Amount of Transactions with Related Party | 3,576 | ||
Affiliated entity | Sales and management services | |||
Related Party Transaction [Line Items] | |||
Due to Related Parties | 800 | 1,400 | |
Expenses from transaction with related party | 200 | 100 | |
Immediate family member of management | Polling Services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 89 | 48 | |
Due from Related Parties | 0 | 280 | |
Related Party Transaction, Expected Amount of Transactions with Related Party | 1,123 | ||
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 | 39 | 0 | |
Due from Related Parties | 158 | 0 | |
Related Party Transaction, Expected Amount of Transactions with Related Party | 683 | ||
Director | Marketing and advertising services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 694 | 0 | |
Due from Related Parties | 1,043 | 1,029 | |
Stagwell Affiliate | Beneficial owner | Marketing and Website Development Services | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | 778 | $ 2,468 | |
Due from Related Parties | 0 | $ 488 | |
Related Party Transaction, Expected Amount of Transactions with Related Party | $ 5,884 |
Segment Information (Details 1)
Segment Information (Details 1) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) reportable_segment | Mar. 31, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | reportable_segment | 3 | |
Revenues | $ 622,444 | $ 642,903 |
Adjusted EBITDA | 72,222 | 101,412 |
Depreciation, Depletion and Amortization, Nonproduction | (33,477) | (31,204) |
Asset Impairment Charges | 0 | (557) |
Stock-based compensation | (12,004) | (8,021) |
Deferred Acquisition Consideration Expense (Income) | (4,088) | (1,897) |
Other items, net | (6,420) | (5,073) |
Operating income | 16,233 | 54,660 |
Interest and Debt Expense | (18,189) | (18,729) |
Foreign exchange, net | (670) | (306) |
Other Nonoperating Income (Expense) | 220 | 156 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | (2,406) | 35,781 |
Income tax expense | 2,384 | 3,189 |
Income Loss From Continuing Operations Before Equity In Earnings Of Non-consolidated Affiliates | (4,790) | 32,592 |
Income (Loss) from Equity Method Investments | (227) | 1,030 |
Net Income (Loss), Including Portion Attributable to Nonredeemable Noncontrolling Interest | (5,017) | 33,622 |
Net Income (Loss) Attributable to Noncontrolling Interest | 5,460 | (20,947) |
Net Income (Loss) Attributable to Parent | 443 | 12,675 |
Operating Segments | Integrated Agencies Network | ||
Segment Reporting Information [Line Items] | ||
Revenues | 329,792 | 348,751 |
Adjusted EBITDA | 59,385 | 68,888 |
Operating Segments | Brand Performance Network | ||
Segment Reporting Information [Line Items] | ||
Revenues | 213,340 | 197,787 |
Adjusted EBITDA | 23,421 | 31,248 |
Operating Segments | Communications Network | ||
Segment Reporting Information [Line Items] | ||
Revenues | 66,460 | 93,255 |
Adjusted EBITDA | 4,013 | 16,438 |
Operating Segments | All Other | ||
Segment Reporting Information [Line Items] | ||
Revenues | 12,852 | 3,110 |
Adjusted EBITDA | (3,805) | (124) |
Corporate, Non-Segment | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ (10,792) | $ (15,038) |