UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~(Mark One)~~


			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2021


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 001-13718

Stagwell Inc.

(Exact name of registrant as specified in its charter)


Delaware		86-1390679
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

One World Trade Center, Floor 65
New York,	New York	10007
(Address of principal executive offices)		(Zip Code)

(646) 429-1800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ~~Subordinate Voting Shares, no~~Common Stock, par value $0.001 per share	STGW	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated Filer	☐	Accelerated Filer	☒
Non-accelerated Filer	☐	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of common shares outstanding as of ~~July 23,~~November 8, 2021 was ~~77,563,885~~113,198,517 shares of Class A ~~subordinate voting~~Common Stock, 3,946 shares ~~and 3,743~~of Class B ~~multiple voting shares.~~Common Stock, and 179,970,051 shares of Class C Common Stock.

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STAGWELL INC.

QUARTERLY REPORT ON FORM 10-Q

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		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	5
	Unaudited Condensed Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	5
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	6
	Unaudited Condensed Consolidated Balance ~~Sheets~~Sheet as of ~~June~~September 30, 2021 and Audited Condensed Consolidated Balance Sheet as December 31, 2020	7
	Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	8
	Unaudited Condensed Consolidated Statements of Shareholders’ ~~Deficit~~Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2021 and 2020	910
	Notes to Unaudited Condensed Consolidated Financial Statements	1113
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2737
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4960
Item 4.	Controls and Procedures	4961

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	5062
Item 1A.	Risk Factors	5062
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5062
Item 3.	Defaults Upon Senior Securities	5063
Item 4.	Mine Safety Disclosures	5063
Item 5.	Other Information	5164
Item 6.	Exhibits	5265
Signatures		5366

EXPLANATORY NOTE

On December 21, 2020, MDC Partners Inc. (“MDC”) and Stagwell Media LP (“Stagwell Media”) announced that they had entered into the Transaction Agreement, providing for the combination of MDC with the operating businesses and subsidiaries of Stagwell Media (the “Stagwell Subject Entities”). The Stagwell Subject Entities comprised Stagwell Marketing Group LLC (“Stagwell Marketing or SMG”) and its direct and indirect subsidiaries.

On August 2, 2021 (the “Closing Date”), Stagwell Inc., a Delaware corporation f/k/a MDC Partners Inc. (“MDC,” the “Company,” “we,” “us” and “our”), consummated the previously announced merger (the “Closing”) pursuant to the Transaction Agreement (defined below), dated December 21, 2020 (~~as amended on June 4, 2021 and as of July 8, 2021).~~ The MDC stockholders approved the Transactions (as defined below) at a special meeting of stockholders held on July 26, 2021. On the Closing Date, Stagwell Inc. became the successor SEC registrant to MDC Partners Inc.

~~On December 21, 2020, MDC and Stagwell Media LP, a Delaware limited partnership (“Stagwell”), entered into a definitive transaction agreement (the “Transaction Agreement”) providing for~~we completed the combination of MDC with the subsidiaries of Stagwell that own and operate a portfolio of marketing services companies (the “Stagwell Entities”). Under the terms of the Transaction Agreement, the combination between MDC and the Stagwell Subject Entities ~~was effected using an “Up-C” partnership structure. Through~~and a series of steps and related transactions ~~(collectively,~~(such combination and transactions, the “Transactions”)~~, including~~. In connection with the ~~domestication~~Transactions, among other things, (i) MDC completed a series of ~~MDC~~transactions pursuant to which it emerged as a ~~Delaware corporation and the merger of MDC Delaware with one of its indirect~~ wholly owned ~~subsidiaries (the “MDC Merger”), MDC Delaware became a direct~~ subsidiary ~~(from and after~~of the ~~merger, “OpCo”) of a newly-formed, Delaware-organized, NASDAQ-listed corporation (“New MDC”). Following the MDC Merger, (i) OpCo~~Company, converted into a Delaware limited liability company ~~that holds MDC’s operating assets~~ and changed its name to ~~which~~Midas OpCo Holdings LLC (“OpCo”); (ii) Stagwell Media contributed the equity interests of Stagwell Marketing and its direct and indirect subsidiaries to OpCo; and (iii) the Company converted into a Delaware corporation, succeeded MDC as the publicly-traded company and changed its name to Stagwell ~~Entities (the “Stagwell Contribution”)~~Inc.

The Transactions were treated as a reverse acquisition for financial reporting purposes, with MDC treated as the legal acquirer and Stagwell Marketing treated as the accounting acquirer. As a result of the Transactions and the change in ~~exchange for 179,970,051 common membership interests~~our business and operations, under applicable accounting principles, the historical financial results of ~~OpCo (the “Stagwell OpCo Units”),~~Stagwell Marketing prior to August 2, 2021 are considered our historical financial results. Accordingly, historical information presented in this Form 10-Q

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~~and (ii) Stagwell contributed to New MDC an aggregate amount~~for events occurring or periods ending before August 2, 2021 does not reflect the impact of ~~cash equal to $1,800 in exchange for shares of a new Class C series of voting-only common stock (the “New MDC Class C Stock”) equal in number to~~ the ~~Stagwell OpCo Units. Without giving effect to any outstanding preference shares~~Transactions or the financial results of MDC ~~the existing holders of MDC’s Class A~~ and Class B shares received interests equal to approximately 30% of the combined company and Stagwell was issued New MDC Class C Stock equivalent to approximately 70% of the voting rights of the combined company and exchangeable, togethermay not be comparable with ~~Stagwell OpCo Units, into Class A shares of New MDC~~historical information for events occurring or periods ending on ~~a one-for-one basis at Stagwell’s election.~~or after August 2, 2021.

References in this Quarterly Report on Form 10-Q to ~~“MDC Partners,” “MDC,” the “Company,~~Stagwell,” “we,” ~~“us”~~“us,” “our” and ~~“our”~~the “Company” refer (i) with respect to ~~MDC Partners Inc. prior~~events occurring or periods ending before August 2, 2021, to Stagwell Marketing Group LLC and its ~~merger into a subsidiary of~~direct and indirect subsidiaries and (ii) with respect to events occurring or periods ending on or after August 2, 2021, to Stagwell Inc. ~~as part of the Transactions (as defined below), as~~ and ~~unless the context otherwise requires or otherwise is expressly stated,~~ its direct and indirect subsidiaries. ~~References in this Quarterly Report on Form 10-Q to “Partner Firms” generally refer to the Company’s subsidiary agencies.Stagwell Inc. is the successor SEC registrant to MDC Partners Inc.~~

All dollar amounts are stated in U.S. dollars unless otherwise stated.

�� Note About Forward-Looking Statements

This document contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally or in writing from time to time. Statements in this document that are not historical facts, including, statements about the Company’s beliefs and expectations, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:

•risks associated with international, national and regional unfavorable economic conditions that could affect the Company or its clients, including as a result of the novel coronavirus pandemic (“COVID-19”);

•the effects of the outbreak of COVID-19, including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;

•an inability to realize expected benefits of the ~~redomiciliation of the Company from the federal jurisdiction of Canada to the State of Delaware (the “Redomiciliation”) and the subsequent~~ combination of the Company’s business with ~~the business of the subsidiaries of Stagwell Media LP (“Stagwell”) that own and operate a portfolio of marketing services companies~~MDC (the “Business Combination” and, together with the ~~Redomiciliation,~~related transactions, the “Transactions”) ~~or the occurrence of difficulties in connection with the Transactions;~~;

•adverse tax consequences in connection with the Transactions for the Company, its operations and its shareholders, that may differ from the expectations of the Company, including that future changes in tax law, potential increases to corporate tax rates in the United States and disagreements with the tax authorities on the Company’s determination of value and computations of its attributes may result in increased tax costs;

•the occurrence of material Canadian federal income tax (including material “emigration tax”) as a result of the Transactions;

•the impact of uncertainty associated with the Transactions on the Company’s businesses;

•direct or indirect costs associated with the Transactions, which could be greater than expected;

•risks associated with severe effects of international, national and regional economic conditions;

•the ~~risk of parties challenging the Transactions or the impact of the Transactions on the Company’s debt arrangements;~~

•~~the~~ Company’s ability to attract new clients and retain existing clients;

•reduction in client spending and changes in client advertising, marketing and corporate communications requirements;

•financial failure of the Company’s clients;

•the Company’s ability to retain and attract key employees;

•the Company’s ability to achieve the full amount of its stated cost saving initiatives;

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•the Company’s implementation of strategic initiatives;

•the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration;

•the successful completion and integration of acquisitions which complement and expand the Company’s business capabilities; and

•foreign currency fluctuations.

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Investors should carefully consider these risk factors, other risk factors described herein, and the additional risk factors outlined in more detail in ~~the Company’s 2020~~Exhibit 99.2 to our Current Report on Form ~~10-K,~~8-K, filed with the Securities and Exchange Commission (the “SEC”) on ~~March 16,~~August 10, 2021, and accessible on the SEC’s website at ~~www.sec.gov.,~~www.sec.gov, under the caption “Risk Factors,” and in the Company’s other SEC filings.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

~~MDC PARTNERS~~STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(thousands of United States dollars, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Revenue:
Services $ 345,605 $ 259,677 $ 653,190 $ 587,419
Operating Expenses
Cost of services sold 224,411 165,631 411,332 388,325
Office and general expenses 80,546 66,210 164,492 132,564
Depreciation and amortization 8,005 8,898 16,181 18,104
Impairment and other losses 0 18,840 875 19,001
312,962 259,579 592,880 557,994
Operating income 32,643 98 60,310 29,425
Other Income (expenses):
Interest expense and finance charges, net (19,512) (15,942) (38,577) (31,553)
Foreign exchange gain (loss) 1,902 5,342 3,982 (9,415)
Other, net 842 5,883 1,456 22,217
(16,768) (4,717) (33,139) (18,751)
Income (loss) before income taxes and equity in earnings of non-consolidated affiliates 15,875 (4,619) 27,171 10,674
Income tax expense (benefit) 1,387 (7,923) 2,689 5,577
Income before equity in earnings of non-consolidated affiliates 14,488 3,304 24,482 5,097
Equity in losses of non-consolidated affiliates (151) (798) (644) (798)
Net income 14,337 2,506 23,838 4,299
Net income attributable to the noncontrolling interest (8,231) (3,101) (12,722) (3,892)
Net income (loss) attributable to MDC Partners Inc. 6,106 (595) 11,116 407
Accretion on and net income allocated to convertible preference shares (4,451) (3,509) (8,540) (6,949)
Net income (loss) attributable to MDC Partners Inc. common shareholders $ 1,655 $ (4,104) $ 2,576 $ (6,542)
Income (loss) Per Common Share:
Basic
Net income (loss) attributable to MDC Partners Inc. common shareholders $ 0.02 $ (0.06) $ 0.03 $ (0.09)
Diluted
Net income (loss) attributable to MDC Partners Inc common shareholders $ 0.02 $ (0.06) $ 0.03 $ (0.09)
Weighted Average Number of Common Shares Outstanding:
Basic 75,078,755 72,528,455 74,240,447 72,463,058
Diluted 78,459,483 72,528,455 77,001,526 72,463,058


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue	$	466,634	$	228,097	$	857,436	$	574,970
Operating Expenses
Cost of services	324,782		149,011		558,856		373,064
Office and general expenses	121,770		42,666		226,720		127,181
Depreciation and amortization	24,790		9,974		46,122		29,838
Impairment and other losses	14,926		—		14,926		—
	486,268		201,651		846,624		530,083
Operating income (loss)	(19,634)		26,446		10,812		44,887
Other Income (expenses):
Interest expense, net	(11,912)		(1,778)		(15,197)		(4,665)
Foreign exchange, net	(893)		(856)		(1,955)		794
Gain on sale of business and other, net	45,621		263		46,806		948
	32,816		(2,371)		29,654		(2,923)
Income before income taxes and equity in earnings of non-consolidated affiliates	13,182		24,075		40,466		41,964
Income tax expense	5,183		2,618		9,205		3,211
Income before equity in earnings of non-consolidated affiliates	7,999		21,457		31,261		38,753
Equity in losses (income) of non-consolidated affiliates	(76)		(35)		(75)		7
Net income	7,923		21,422		31,186		38,760
Net income attributable to noncontrolling and redeemable noncontrolling interests	(9,994)		(3,614)		(10,987)		(4,636)
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(2,071)	$	17,808	$	20,199	$	34,124


Income (loss) Per Common Share:
Basic
Net loss attributable to Stagwell Inc. common shareholders	$	(0.06)	N/A		$	(0.06)	N/A
Diluted
Net income attributable to Stagwell Inc. common shareholders	$	(0.06)	N/A		$	(0.06)	N/A
Weighted Average Number of Common Shares Outstanding:
Basic	76,105,807		N/A		76,105,807		N/A
Diluted	76,105,807		N/A		76,105,807		N/A

See notes to the Unaudited Condensed Consolidated Financial Statements.

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~~MDC PARTNERS~~STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(thousands of United States dollars)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Comprehensive Income
COMPREHENSIVE INCOME										COMPREHENSIVE INCOME
Net income	Net income	$	14,337	$	2,506	$	23,838	$	4,299	Net income	$	7,923	$	21,422	$	31,186	$	38,760
Other comprehensive income (loss), net of applicable tax:	Other comprehensive income (loss), net of applicable tax:									Other comprehensive income (loss), net of applicable tax:
Foreign currency translation adjustment	Foreign currency translation adjustment	195		1,367		(3,312)		8,796		Foreign currency translation adjustment	12,537		3,231		12,537		(1,749)
Net unrealized loss on available for sale investment										Net unrealized loss on available for sale investment	—		(28)		—		(5,024)
Other comprehensive income (loss)	Other comprehensive income (loss)	195		1,367		(3,312)		8,796		Other comprehensive income (loss)	12,537		3,203		12,537		(6,773)
Comprehensive income for the period	Comprehensive income for the period	14,532		3,873		20,526		13,095		Comprehensive income for the period	20,460		24,625		43,723		31,987
Comprehensive income attributable to the noncontrolling interests	Comprehensive income attributable to the noncontrolling interests	(8,570)		(3,511)		(12,109)		(3,793)		Comprehensive income attributable to the noncontrolling interests	(9,994)		(3,614)		(10,987)		(4,636)
Comprehensive income attributable to MDC Partners Inc.		$	5,962	$	362	$	8,417	$	9,302
Comprehensive income attributable to Stagwell Inc.										Comprehensive income attributable to Stagwell Inc.	$	10,466	$	21,011	$	32,736	$	27,351

See notes to the Unaudited Condensed Consolidated Financial Statements.

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~~MDC PARTNERS~~STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(thousands of United States dollars)


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020

ASSETS	ASSETS					ASSETS
Current Assets:
Current Assets						Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	108,280	$	60,757	Cash and cash equivalents	$	115,489	$	92,457
Accounts receivable, less allowance for doubtful accounts of $3,656 and $5,473		426,841		374,892
Accounts receivable, net						Accounts receivable, net	669,612		225,733
Expenditures billable to clients	Expenditures billable to clients	16,793		10,552		Expenditures billable to clients	37,101		11,063
Other current assets	Other current assets	31,312		40,938		Other current assets	78,884		36,433
Total Current Assets	Total Current Assets	583,226		487,139		Total Current Assets	901,086		365,686
Fixed assets, at cost, less accumulated depreciation of $134,019 and $136,166		81,191		90,413
Fixed assets, net						Fixed assets, net	118,526		35,614
Right-of-use lease assets - operating leases	Right-of-use lease assets - operating leases	198,556		214,188		Right-of-use lease assets - operating leases	334,867		57,752
Goodwill	Goodwill	671,542		668,211		Goodwill	1,619,272		351,725
Other intangible assets, net	Other intangible assets, net	29,405		33,844		Other intangible assets, net	945,081		186,035

Other assets	Other assets	23,258		17,517		Other assets	24,789		17,043
Total Assets	Total Assets	$	1,587,178	$	1,511,312	Total Assets	$	3,943,621	$	1,013,855
LIABILITIES, RNCI, AND SHAREHOLDERS’ DEFICIT
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS’ EQUITY						LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS’ EQUITY
Current Liabilities	Current Liabilities					Current Liabilities
Accounts payable	Accounts payable	$	158,136	$	168,396	Accounts payable	$	277,385	$	147,826
Accruals and other liabilities	Accruals and other liabilities	250,070		274,968		Accruals and other liabilities	371,289		90,557
Advance billings	Advance billings	211,248		152,956		Advance billings	286,790		66,418
Current portion of lease liabilities - operating leases	Current portion of lease liabilities - operating leases	41,400		41,208		Current portion of lease liabilities - operating leases	74,162		19,579
Current portion of deferred acquisition consideration	Current portion of deferred acquisition consideration	59,612		53,730		Current portion of deferred acquisition consideration	60,951		12,579
Total Current Liabilities	Total Current Liabilities	720,466		691,258		Total Current Liabilities	1,070,577		336,959
Long-term debt	Long-term debt	935,072		843,184		Long-term debt	1,265,747		198,024
Long-term portion of deferred acquisition consideration	Long-term portion of deferred acquisition consideration	8,056		29,335		Long-term portion of deferred acquisition consideration	14,754		5,268
Long-term lease liabilities - operating leases	Long-term lease liabilities - operating leases	231,811		247,243		Long-term lease liabilities - operating leases	328,048		52,606
Deferred tax liabilities, net						Deferred tax liabilities, net	134,288		16,050
Other liabilities	Other liabilities	74,826		82,065		Other liabilities	59,190		5,801
Total Liabilities	Total Liabilities	1,970,231		1,893,085		Total Liabilities	2,872,604		614,708
Redeemable Noncontrolling Interests	Redeemable Noncontrolling Interests	24,639		27,137		Redeemable Noncontrolling Interests	29,787		604
Commitments, Contingencies and Guarantees (Note 9)		0		0
Shareholder's Deficit:
Convertible preference shares, 145,000 authorized, issued and outstanding at June 30, 2021 and December 31, 2020		152,746		152,746
Common stock and other paid-in capital		97,783		104,367
Commitments, Contingencies and Guarantees (Note 11)						Commitments, Contingencies and Guarantees (Note 11)	0		0
Shareholders' Equity:						Shareholders' Equity:
Convertible preferred shares, 123,849,000 and 0 authorized, issued and outstanding at September 30, 2021 and December 31, 2020, respectively						Convertible preferred shares, 123,849,000 and 0 authorized, issued and outstanding at September 30, 2021 and December 31, 2020, respectively	209,980		—
Members' capital						Members' capital	—		358,756
Common shares - Class A & B						Common shares - Class A & B	77		—
Common shares - Class C						Common shares - Class C	2		—
Paid-in capital						Paid-in capital	169,537		—
Accumulated deficit	Accumulated deficit	(698,635)		(709,751)		Accumulated deficit	(6,153)		—
Accumulated other comprehensive income	Accumulated other comprehensive income	39		2,739		Accumulated other comprehensive income	12,537		—
MDC Partners Inc. Shareholders' Deficit		(448,067)		(449,899)
Stagwell Inc. Shareholders' Equity						Stagwell Inc. Shareholders' Equity	385,980		358,756
Noncontrolling interests	Noncontrolling interests	40,375		40,989		Noncontrolling interests	655,250		39,787
Total Shareholders' Deficit		(407,692)		(408,910)
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Deficit		$	1,587,178	$	1,511,312
Total Shareholders' Equity						Total Shareholders' Equity	1,041,230		398,543
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity						Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' Equity	$	3,943,621	$	1,013,855

See notes to the Unaudited Condensed Consolidated Financial Statements.

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~~MDC PARTNERS~~STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(thousands of United States dollars)


		Six Months Ended June 30,					Nine Months Ended September 30,
		2021		2020			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	23,838	$	4,299	Net income	$	31,186	$	38,760
Adjustments to reconcile net income to cash provided by (used in) operating activities:	Adjustments to reconcile net income to cash provided by (used in) operating activities:					Adjustments to reconcile net income to cash provided by (used in) operating activities:
Stock-based compensation	Stock-based compensation	4,975		4,109		Stock-based compensation	53,465		—
Depreciation and amortization	Depreciation and amortization	16,181		18,104		Depreciation and amortization	46,122		29,838
Impairment and other losses	Impairment and other losses	875		19,001		Impairment and other losses	14,926		—
Provision for bad debt						Provision for bad debt	1,893		3,241
Deferred income taxes						Deferred income taxes	2,710		(2,631)
Adjustment to deferred acquisition consideration	Adjustment to deferred acquisition consideration	17,297		(2,288)		Adjustment to deferred acquisition consideration	9,456		2,270
Deferred income taxes		39		2,114
Foreign exchange and other		(8,219)		(4,578)
Other						Other	6,998		(882)
Gain on sale of an asset						Gain on sale of an asset	(43,440)		—
Changes in working capital:	Changes in working capital:					Changes in working capital:
Accounts receivable	Accounts receivable	(51,950)		88,039		Accounts receivable	(26,095)		6,951
Expenditures billable to clients	Expenditures billable to clients	(6,241)		10,707		Expenditures billable to clients	(9,230)		(12,225)
Prepaid expenses and other current assets		(7,622)		(4,363)
Accounts payable, accruals and other liabilities		(13,615)		(127,188)
Other assets						Other assets	(14,568)		(6,637)
Accounts payable						Accounts payable	(37,435)		4,539
Accruals and other liabilities						Accruals and other liabilities	(26,668)		11,128
Advance billings						Advance billings	16,598		18,832
Acquisition related payments	Acquisition related payments	(23,440)		(6,215)		Acquisition related payments	(5,772)		—
Advance billings		58,291		(35,422)
Net cash provided by (used in) operating activities		10,409		(33,681)
Net cash provided by operating activities						Net cash provided by operating activities	20,146		93,184
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Capital expenditures	Capital expenditures	(15,381)		(3,690)		Capital expenditures	(13,666)		(8,977)
Proceeds from sale of assets	Proceeds from sale of assets	7,080		19,616		Proceeds from sale of assets	37,232		—
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	0		(729)		Acquisitions, net of cash acquired	130,155		(5,549)
Other	Other	(1,273)		(554)		Other	—		(1,895)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(9,574)		14,643		Net cash provided by (used in) investing activities	153,721		(16,421)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Repayment of borrowing under revolving credit facility		(291,913)		(251,328)
Proceeds from revolving credit facility		380,515		313,828
Acquisition related payments		(21,435)		(30,885)
Repayment of borrowings under revolving credit facility						Repayment of borrowings under revolving credit facility	(535,472)		(108,744)
Proceeds from borrowings under revolving credit facility						Proceeds from borrowings under revolving credit facility	408,369		167,000
Shares acquired and cancelled						Shares acquired and cancelled	(820)		—
Distributions to noncontrolling interests and other	Distributions to noncontrolling interests and other	(20,269)		(11,050)		Distributions to noncontrolling interests and other	(19,245)		(3,075)
Repurchase of Bonds		0		(21,999)
Payment of deferred consideration and other						Payment of deferred consideration and other	—		(1,500)
Contributions						Contributions	—		1,576
Proceeds from issuance of the 5.625% Notes						Proceeds from issuance of the 5.625% Notes	1,100,000		—
Debt issuance costs						Debt issuance costs	(15,365)		(319)

Net cash provided by (used in) financing activities		46,898		(1,434)
Distributions						Distributions	(204,929)		(98,638)
Repurchase of 7.50% Senior Notes						Repurchase of 7.50% Senior Notes	(884,398)		—

Net cash used in financing activities						Net cash used in financing activities	(151,860)		(43,700)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(210)		(981)		Effect of exchange rate changes on cash and cash equivalents	1,025		555
Net increase in cash and cash equivalents	Net increase in cash and cash equivalents	47,523		(21,453)		Net increase in cash and cash equivalents	23,032		33,618
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	60,757		106,933		Cash and cash equivalents at beginning of period	92,457		63,860
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	108,280	$	85,480	Cash and cash equivalents at end of period	$	115,489	$	97,478
Supplemental disclosures:	Supplemental disclosures:					Supplemental disclosures:
Cash income taxes paid	Cash income taxes paid	$	7,901	$	2,566	Cash income taxes paid	$	42,346	$	3,618
Cash interest paid		$	32,806	$	28,736

Table of Contents

STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued)

(thousands of United States dollars)


	Nine Months Ended September 30,
	2021		2020
Cash interest paid	$	22,493	$	7,288

Non-cash investing and financing activities:
Acquisitions of business	$	426,396	$	23,720
Acquisitions of noncontrolling interest	37,559		—
Net unrealized (loss) gain on available for sale investment	—		5,024
Non-cash contributions included in Member’s equity	12,372		83,242
Non-cash distributions to Stagwell Media LP	13,000		—
Non-cash payment of deferred acquisition consideration	$	7,080	$	64,322

See notes to the Unaudited Condensed Consolidated Financial Statements.

Table of Contents

~~MDC PARTNERS~~STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ ~~DEFICIT~~EQUITY

(thousands of United States dollars, except share amounts)

Three Months Ended
June 30, 2021
Convertible Preference Shares Common Shares Common Stock and Other Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income MDC Partners Inc. Shareholders' Deficit Noncontrolling Interests Total Shareholders' Deficit
Shares Amount Shares
Balance at March 31, 2021 145,000 $ 152,746 74,791,060 $ 106,193 $ (704,741) $ 183 $ (445,619) $ 40,036 $ (405,583)
Net income attributable to MDC Partners Inc. — — — — 6,106 — 6,106 — 6,106
Other comprehensive income (loss) — — — — — (144) (144) 339 195
Vesting of restricted awards — — 380,361 — — — — — 0
Shares acquired and cancelled — — (44,874) (234) — — (234) — (234)
Stock-based compensation — — — 1,494 — — 1,494 — 1,494
Changes in redemption value of redeemable noncontrolling interests — — — 319 — — 319 — 319
Business acquisitions and step-up transactions, net of tax — — 2,131,574 (10,339) — — (10,339) — (10,339)
Other — — — 350 — — 350 — 350
Balance at June 30, 2021 145,000 $ 152,746 77,258,121 $ 97,783 $ (698,635) $ 39 $ (448,067) $ 40,375 $ (407,692)



			Three Months Ended
			September 30, 2021
	Members' capital		Convertible Preference Shares			Common Shares - Class A & B			Common Shares - Class C			Paid-in Capital		Accumulated Deficit		Other Comprehensive Income		Stagwell Inc. Shareholders' Equity		Noncontrolling Interests		Shareholders' Equity


			Shares	Amount		Shares	Amount		Shares	Amount
Balance at June 30, 2021	$	350,395	—	$	—	—	$	—	—	$	—	$	—	$	—	$	—	$	350,395	$	30,947	$	381,342
Net income prior to reorganization	3,032		—	—		—	—		—	—		—		—		—		3,032		70		3,102
Other comprehensive income (loss)	(63)		—	—		—	—		—	—		—		—		—		(63)		—		(63)
Contributions	(11,834)		—	—		—	—		—	—		—		—		—		(11,834)		—		(11,834)
Distributions	(165,717)		—	—		—	—		—	—		—		—		—		(165,717)		—		(165,717)
Distributions to noncontrolling interests	—		—	—		—	—		—	—		—		—		—		—		(934)		(934)
Changes in redemption value of RNCI	2,559		—	—		—	—		—	—		—		—		—		2,559		—		2,559
Other	—		—	—		—	—		—	—		—		—		—		—		161		161
Effect of reorganization	(178,372)		123,849,000	209,980		78,793,502	77		179,970,051	2		110,555		—		—		142,242		636,416		778,658
Net income (loss) attributable to Stagwell Inc.	—		—	—		—	—		—	—		—		(4,545)		—		(4,545)		6,774		2,229
Other comprehensive income	—		—	—		—	—		—	—		—		—		12,537		12,537		—		12,537
Distributions to noncontrolling interests	—		—	—		—	—		—	—		—		—		—		—		(7,561)		(7,561)
Changes in redemption value of RNCI	—		—	—		—	—		—	—		—		(1,608)		—		(1,608)		—		(1,608)
Vesting of restricted awards	—		—	—		202,488	—		—	—		—		—		—		—		—		—
Shares acquired and cancelled	—		—	—		(12,084)	—		—	—		(820)		—		—		(820)		—		(820)
Stock-based compensation	—		—	—		—	—		—	—		49,895		—		—		49,895		—		49,895
Purchases of NCI	—		—	—		—	—		—	—		9,679		—		—		9,679		(10,450)		(771)
Other	—		—	—		—	—		—	—		228		—		—		228		(173)		55
Balance at September 30, 2021	$	—	123,849,000	$	209,980	78,983,906	$	77	179,970,051	$	2	$	169,537	$	(6,153)	$	12,537	$	385,980	$	655,250	$	1,041,230

Table of Contents

Six Months Ended
June 30, 2021
Convertible Preference Shares Common Shares Common Stock and Other Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income MDC Partners Inc. Shareholders' Deficit Noncontrolling Interests Total Shareholders' Deficit

Shares Amount Shares
Balance at December 31, 2020 145,000 $ 152,746 73,532,848 $ 104,367 $ (709,751) $ 2,739 $ (449,899) $ 40,989 $ (408,910)
Net income attributable to MDC Partners Inc. — — — — 11,116 — 11,116 — 11,116
Other comprehensive income (loss) — — — — — (2,699) (2,699) (613) (3,312)
Vesting of restricted awards — — 1,703,093 — — — — — 0
Shares acquired and cancelled — — (109,394) (436) — — (436) — (436)
Stock-based compensation — — — 2,529 — — 2,529 — 2,529
Changes in redemption value of redeemable noncontrolling interests — — — 2,000 — — 2,000 — 2,000
Business acquisitions and step-up transactions, net of tax — — 2,131,574 (10,669) — — (10,669) — (10,669)
Other — — — (8) — (1) (9) (1) (10)
Balance at June 30, 2021 145,000 $ 152,746 77,258,121 $ 97,783 $ (698,635) $ 39 $ (448,067) $ 40,375 $ (407,692)
STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - (continued)

(thousands of United States dollars, except share amounts)



			Nine Months Ended
			September 30, 2021
	Members' capital		Convertible Preference Shares			Common Shares - Class A & B			Common Shares - Class C			Paid-in Capital		Accumulated Deficit		Other Comprehensive Income		Stagwell Inc. Shareholders' Equity		Noncontrolling Interests		Shareholders' Equity


			Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2020	$	358,756	—	$	—	—	$	—	—	$	—	$	—	$	—	$	—	$	358,756	$	39,787	$	398,543
Net income prior to reorganization	24,742		—	—		—	—		—	—		—		—		—		24,742		2,693		27,435
Other comprehensive loss	(375)		—	—		—	—		—	—		—		—		—		(375)		—		(375)
Contributions	250		—	—		—	—		—	—		—		—		—		250		—		250
Distributions	(204,929)		—	—		—	—		—	—		—		—		—		(204,929)		—		(204,929)
Distributions to noncontrolling interests	—		—	—		—	—		—	—		—		—		—		—		(11,936)		(11,936)
Changes in redemption value of RNCI	(72)		—	—		—	—		—	—		—		—		—		(72)		—		(72)
Other	—		—	—		—	—		—	—		—		—		—		—		(300)		(300)
Effect of reorganization	(178,372)		123,849,000	209,980		78,793,502	77		179,970,051	2		110,555		—		—		142,242		636,416		778,658
Net loss attributable to Stagwell Inc.	—		—	—		—	—		—	—		—		(4,545)		—		(4,545)		6,774		2,229
Other comprehensive income	—		—	—		—	—		—	—		—		—		12,537		12,537		—		12,537
Distributions to noncontrolling interests	—		—	—		—	—		—	—		—		—		—		—		(7,561)		(7,561)
Changes in redemption value of RNCI	—		—	—		—	—		—	—		—		(1,608)		—		(1,608)		—		(1,608)
Vesting of restricted awards	—		—	—		202,488	—		—	—		—		—		—		—		—		—
Shares acquired and cancelled	—		—	—		(12,084)	—		—	—		(820)		—		—		(820)		—		(820)
Stock-based compensation	—		—	—		—	—		—	—		49,895		—		—		49,895		—		49,895
Purchases of NCI	—		—	—		—	—		—	—		9,679		—		—		9,679		(10,450)		(771)
Other	—		—	—		—	—		—	—		228		—		—		228		(173)		55
Balance at September 30, 2021	$	—	123,849,000	$	209,980	78,983,906	$	77	179,970,051	$	2	$	169,537	$	(6,153)	$	12,537	$	385,980	$	655,250	$	1,041,230

See notes to the Unaudited Condensed Consolidated Financial Statements.

911

Table of Contents

~~MDC PARTNERS~~STAGWELL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ ~~DEFICIT~~EQUITY - (continued)

(thousands of United States dollars, except share amounts)

Three Months Ended
June 30, 2020
Convertible Preference Shares Common Shares Common Stock and Other Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income MDC Partners Inc. Shareholders' Deficit Noncontrolling Interests Total Shareholders' Deficit

Shares Amount Shares
Balance at March 31, 2020 145,000 $ 152,746 72,483,166 $ 99,587 $ (479,695) $ 3,669 $ (223,693) $ 39,749 $ (183,944)
Net loss attributable to MDC Partners Inc. — — — — (595) — (595) — (595)
Other comprehensive income — — — — — 957 957 410 1,367
Vesting of restricted awards — — 173,334 — — — — — 0
Shares acquired and cancelled — — (69,110) (95) — — (95) — (95)
Stock-based compensation — — — 557 — — 557 — 557
Changes in redemption value of redeemable noncontrolling interests — — — (1,412) — — (1,412) — (1,412)
Other — — — (403) (81) 1 (483) (1) (484)
Balance at June 30, 2020 145,000 $ 152,746 72,587,390 $ 98,234 $ (480,371) $ 4,627 $ (224,764) $ 40,158 $ (184,606)



			Three Months Ended
			September 30, 2020
	Members' capital		Convertible Preference Shares			Common Shares - Class A & B			Common Shares - Class C			Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Stagwell Inc. Shareholders' Equity		Noncontrolling Interests		Shareholders' Equity


			Shares	Amount		Shares	Amount		Shares	Amount
Balance at June 30,, 2020	$	314,598	—	$	—	—	$	—	—	$	—	$	—	$	—	$	—	$	314,598	$	34,386	$	348,984
Net income attributable to Stagwell Inc.	17,808		—	—		—	—		—	—		—		—		—		17,808		4,522		22,330
Other comprehensive loss	3,203		—	—		—	—		—	—		—		—		—		3,203		—		3,203

Distributions	(4,724)		—	—		—	—		—	—		—		—		—		(4,724)		—		(4,724)
Distributions to noncontrolling interests	—		—	—		—	—		—	—		—		—		—		—		(3,075)		(3,075)
Changes in redemption value of RNCI	(199)																	(199)				(199)
Other	—		—	—		—	—		—	—		—		—		—		—		—		—










Balance at September 30, 2020	$	330,686	—	$	—	—	$	—	—	$	—	$	—	$	—	$	—	$	330,686	$	35,833	$	366,519

Six Months Ended
June 30, 2020
Convertible Preference Shares Common Shares Common Stock and Other Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) MDC Partners Inc. Shareholders' Deficit Noncontrolling Interests Total Shareholders' Deficit

Shares Amount Shares
Balance at December 31, 2019 145,000 $ 152,746 72,154,603 $ 101,469 $ (480,779) $ (4,269) $ (230,833) $ 40,258 $ (190,575)
Net income attributable to MDC Partners Inc. — — — — 407 — 407 — 407
Other comprehensive income — — — — — 8,895 8,895 (99) 8,796
Vesting of restricted awards — — 760,561 — — — — — 0
Shares acquired and cancelled — — (327,774) (732) — — (732) — (732)
Stock-based compensation — — — 1,033 — — 1,033 — 1,033
Changes in redemption value of redeemable noncontrolling interests — — — (2,630) — — (2,630) — (2,630)
Business acquisitions and step-up transactions, net of tax — — — (503) — — (503) — (503)
Other — — — (403) 1 1 (401) (1) (402)
Balance at June 30, 2020 145,000 $ 152,746 72,587,390 $ 98,234 $ (480,371) $ 4,627 $ (224,764) $ 40,158 $ (184,606)



			Nine Months Ended
			September 30, 2020
	Members' capital		Convertible Preference Shares			Common Shares - Class A & B			Common Shares - Class C			Paid-in Capital		Accumulated Deficit		Other Comprehensive Income		Stagwell Inc. Shareholders' Equity		Noncontrolling Interests		Shareholders' Equity


			Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2019	$	316,960	—	$	—	—	$	—	—	$	—	$	—	$	—	$	—	$	316,960	$	31,577	$	348,537
Net income attributable to Stagwell Inc.	34,124		—	—		—	—		—	—		—		0		—		34,124		7,331		41,455
Other comprehensive loss	(6,773)		—	—		—	—		—	—		—		—		—		(6,773)		—		(6,773)
Contributions	84,818		—	—		—	—		—	—		—		—		—		84,818		—		84,818
Distributions	(98,638)		—	—		—	—		—	—		—		—		—		(98,638)		—		(98,638)
Distributions to noncontrolling interests	—		—	—		—	—		—	—		—		—		—		—		(3,075)		(3,075)
Changes in redemption value of RNCI	193		—	—		—	—		—	—		—		—		—		193		—		193










Other	2		—	—		—	—		—	—		—		—		—		2		—		2
Balance at September 30, 2020	$	330,686	—	$	—	—	$	—	—	$	—	$	—	$	—	$	—	$	330,686	$	35,833	$	366,519

See notes to the Unaudited Condensed Consolidated Financial Statements.

1012

Table of Contents

~~MDC PARTNERS~~STAGWELL INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(thousands of United States dollars, except per share amounts, unless otherwise stated)

1. Business and Basis of Presentation ~~and Recent Developments~~

~~As of June 30, 2021, MDC Partners~~Stagwell Inc. (the “Company” or ~~“MDC”~~“Stagwell”), incorporated under the laws of ~~Canada, is a leading provider of global marketing, advertising, activation, communications~~Delaware, conducts its business through its networks and ~~strategic consulting solutions. Through its Networks (and underlying agencies generally referred to as “Partner Firms”~~their Brands ("Brands"), ~~MDC delivers a wide range of customized services in order to drive growth~~which provide marketing and business ~~performance for its clients.~~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 ~~MDC,~~Stagwell and its ~~subsidiaries and variable interest entities for which the Company is the primary beneficiary. MDC~~subsidiaries. Stagwell has prepared the unaudited condensed consolidated interim financial statements included herein in accordance with accounting principles generally accepted in the United States of America (“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, the financial statements have been condensed and do not include certain information and disclosures pursuant to these rules. 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, 2020 (“2020 10-K”).~~other SEC filings.

On December 21, 2020, MDC Partners Inc. (“MDC”) and Stagwell Media LP (“Stagwell Media”) announced that they had entered into the Transaction Agreement, providing for the combination of MDC with the operating businesses and subsidiaries of Stagwell Media (the “Stagwell Subject Entities”). The ~~Company’s business improved in~~Stagwell Subject Entities comprised Stagwell Marketing Group LLC (“Stagwell Marketing”) and its direct and indirect subsidiaries.

On August 2, 2021, we completed the ~~second quarter~~previously announced combination of ~~2021 compared to~~MDC Partners Inc. (“MDC”) and the ~~second quarter~~operating businesses and subsidiaries of ~~2020, primarily due to recovery from~~Stagwell Media LP. (“Stagwell Media”) and a series related transactions (such combination and transactions, the ~~COVID-19 pandemic. Although~~“Transactions”). The Transactions were treated as a reverse acquisition for financial reporting purposes, with MDC treated as the ~~pandemic did not begin to impact~~legal acquirer and Stagwell Marketing Group LLC (“Stagwell Marketing or SMG”) treated as the ~~Company’s operations in~~accounting acquirer. The results of MDC are included within the ~~first quarter~~Unaudited Condensed Consolidated Statements of ~~2020, it did have a significant impact~~Operations for the period beginning on the ~~Company’s operations in~~date of the ~~second quarter~~acquisition through the end of ~~2020. Therefore,~~ the ~~quarterly period-over-period comparisons reflect the recovery in the second quarter of 2021~~respective period presented and the ~~negative impact~~results of SMG are included for the entire period presented. See Note 4 for information in connection with the ~~second quarter~~acquisition of ~~2020.~~MDC.

While a recovery from the COVID-19 pandemic is underway, economic conditions will be volatile as long as COVID-19 remains a public health threat. The Company continues to monitor developments. We will continue to monitor the worldwide public health threat, government actions to combat COVID-19 and the impact such developments may have on the overall economy, our clients and operations. If the impact of the pandemic continues to go beyond expectations, the Company believes it is well positioned through the actions implemented at the onset of the pandemic to successfully work through the effects of COVID-19 on our business. The impact of the pandemic and the corresponding actions are reflected in our judgments, assumptions and estimates in the preparation of the financial statements. The judgments, assumptions and estimates will be updated and could result in different results in the future depending on the continued impact of the COVID-19 pandemic.

The accompanying financial statements reflect all adjustments, consisting of normally recurring accruals, which in the opinion of management are necessary for a fair presentation, 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.

Recent Developments

On ~~December 21, 2020, MDC and Stagwell entered into a definitive transaction agreement (as amended on June 4, 2021 and as of July 8,~~September 23, 2021, the ~~“Transaction Agreement”) providing~~Company provided notices of conversion to each holder of record of each of the Company’s Series 6 and Series 8 Preferred Stock. See Note 12 for ~~the combination of MDC~~additional information in connection with the subsidiaries of Stagwell that own and operate a portfolio of marketing services companies (the “Stagwell Entities”). The combination and related transactions, including the domestication of MDC to a Delaware corporation, are referred to as the “Transactions.” See “Item 1. Business – Recent Developments” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 16, 2021, for a descriptionconversion of the ~~Transactions.~~Preferred Stock to Class A Common Stock.

On ~~July 26, 2021, the Company’s shareholders approved the Transactions, and on August 2,~~October 1, 2021 (the ~~effective date)~~"closing date"), the ~~combined company began~~Company entered into an agreement to ~~conduct business as Stagwell Inc. On August 3, 2021, Stagwell Inc. began~~purchase the remaining 26.7% interest in Targeted Victory it did not previously own for a combination of cash and Class A Common Stock, up to ~~trade on~~50% with certain exceptions, determined at the ~~NASDAQ Stock Exchange under the ticker symbol STGW.~~

~~On July 26, 2021, the Company sent a notice of redemption to the holders of its~~ ~~7.50% senior notes due 2024 (the “Senior Notes”). The redemption date is scheduled for August 20, 2021 at a redemption price equal to 101.625%~~option of the ~~outstanding principal amount~~Company. The agreement provides for the purchase of half of the ~~Senior Notes being redeemed (the “Redemption Price”), plus, accrued and unpaid~~remaining interest on the ~~principal amount of such Senior Notes (the “Redemption Payment”~~closing date and the other half on July 31, 2023 ("second purchase"). The ~~Redemption Payment~~total purchase price, which is ~~approximately $904 million,~~capped at $135,000 with certain exceptions, is based on a formula taking a multiple of the two-year average of earnings that includes the year of and the year subsequent to the year of the purchase. The seller has the option to extend the measurement period for two years in connection with the second purchase.

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~~consisting of the Redemption Price of approximately $884 million (principal of $870 million and a premium of $14 million) and accrued and unpaid interest of approximately $20 million.~~

~~On August 2, 2021, the Company repaid the total amount outstanding and terminated its revolving credit facility due February 3, 2022.~~

The plan to redeem the Senior Notes and the termination of the revolving credit facility were initiated in connection with the closing of the Transactions and the plan to refinance the liquidity position of the combined company.

On July 8, 2021, the Company entered into agreements with Stagwell and affiliates of The Goldman Sachs Group amending certain terms of their preference shares (see Note 10 of the Notes to the Unaudited Condensed Consolidated Financial Statements), which, among other things, reduced the accretion rate on the base liquidation preference of the combined company to zero percent per annum from and after the date that is two business days following the closing of the combination until the one year anniversary thereof.

As the information provided throughout this report is historical, it primarily reflects information about the Company as of June 30, 2021, without giving effect to the Transactions or the Stagwell Entities.

2. ~~Acquisitions~~Significant Accounting Policies

The Company’s significant accounting policies are summarized as follows:

Principles of Consolidation. The accompanying consolidated financial statements include the accounts of Stagwell Inc. and ~~Dispositions~~

~~2021 Acquisition~~

~~On April 26, 2021,~~its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires management to make judgments, estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, contingent deferred acquisition consideration, redeemable noncontrolling interests, deferred tax assets, right-of-use assets and the amounts of revenue and expenses reported during the period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. These estimates require the use of assumptions about future performance, which are uncertain at the time of estimation. To the extent actual results differ from the assumptions used, results of operations and cash flows could be materially affected.

Fair Value. The Company applies the fair value measurement guidance for financial assets and liabilities that are required to be measured at fair value and for non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis, including goodwill, right-of-use assets and other identifiable intangible assets. See Note 13 included herein for additional information regarding fair value measurements.

Concentration of Credit Risk. The Company provides marketing communications services to clients who operate in most industry sectors. Credit is granted to qualified clients in the ordinary course of business. Due to the diversified nature of the Company’s client base, the Company does not believe that it is exposed to a concentration of credit risk. No client accounted for more than 10% of the Company’s consolidated accounts receivable as of September 30, 2021 or December 31, 2020. No sales to an individual client accounted for more than 10% of revenue for the three and nine months ended September 30, 2021 and 2020.

Cash and Cash Equivalents. The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits, money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts and international cash balances may not qualify for foreign government insurance programs. To date, the Company has not experienced any losses on cash and cash equivalents.

Allowance for Doubtful Accounts. Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent estimated uncollectible receivables associated with potential customer defaults usually due to customers’ potential insolvency. The allowances include amounts for certain customers where a risk of default has been specifically identified. The assessment of the likelihood of customer defaults is based on various factors, including the length of time the receivables are past due, historical experience and existing economic conditions. Allowance for doubtful accounts was $5,294 and $5,109 at September 30, 2021 and December 31, 2020, respectively.

Expenditures Billable to Clients. Expenditures billable to clients consist principally of outside vendor costs incurred on behalf of clients when providing services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of the period.

Fixed Assets. Fixed assets are stated at cost, net of accumulated depreciation. Computers, furniture and fixtures, and capitalized software are depreciated on a straight-line basis over periods of three to ten years. 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. Repairs and maintenance costs are expensed as incurred. Accumulated depreciation was $39,357 and $28,365 at September 30, 2021 and December 31, 2020, respectively.

Leases. Effective January 1, 2019, the Company adopted Accounting Standards Codification, Leases (“ASC 842”). The Company recognizes on the balance sheet at the time of lease commencement a right-of-use lease asset and a lease liability, initially measured at the present value of the lease payments. All right-of-use lease assets are reviewed for impairment. With the adoption of ASC 842, the Company elected to apply the package of practical expedients: (i) whether a contract is or contains a lease, (ii) the classification of existing leases, and (iii) whether previously capitalized costs continue to qualify as initial indirect costs. Additionally, the Company elected the practical expedient to not separate non-lease components from lease components for all operating leases. See Note 8 included herein for further information on leases.

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Impairment of Long-lived Assets. A long-lived asset or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of such asset or asset group. If this comparison indicates that there is an impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable. The discount rate applied to these cash flows is based on the Company’s weighted average cost of capital (“WACC”), risk adjusted where appropriate, or other appropriate discount rate.

Goodwill. Goodwill (the excess of the acquisition cost over the fair value of the net assets acquired) acquired as a result of a business combination which is not subject to amortization is tested for impairment, at the ~~remaining 40% ownership~~reporting unit level, annually as of October 1st of each year, or more frequently if indicators of potential impairment exist.

For the annual impairment test, the Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing a quantitative goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to each reporting unit such as change in management or key personnel.

If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the quantitative impairment test is not necessary. For reporting units for which the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount and for reporting units for which the qualitative assessment is not performed, the Company will perform the quantitative impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired. However, if the fair value of the reporting unit is lower than the carrying amount of the net assets assigned to the reporting unit, an impairment charge is recognized equal to the excess of the carrying amount over the fair value.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The Company uses a combination of the income approach, which incorporates the use of the discounted cash flow (“DCF”) method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. The Company generally applies an equal weighting to the income and market approaches for the impairment test. The income approach and the market approach both require the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed terminal value and appropriate discount rates.

The DCF estimates incorporate expected cash flows that represent a spectrum of the amount and timing of possible cash flows of each reporting unit from a market participant perspective. The expected cash flows are developed from the Company’s long-range planning process using projections of operating results and related cash flows based on assumed long-term growth rates, demand trends and appropriate discount rates based on a reporting unit’s WACC as determined by considering the observable WACC of comparable companies and factors specific to the reporting unit. The terminal value is estimated using a constant growth method which requires an assumption about the expected long-term growth rate. The estimates are based on historical data and experience, industry projections, economic conditions, and the Company’s expectations.

Definite Lived Intangible Assets. Definite lived intangible assets are subject to amortization over their useful lives. A straight-line amortization method is used over the estimated useful life which is representative of the pattern of how the economic benefits of the specific intangible asset is consumed. Intangible assets that are subject to amortization are reviewed for potential impairment at least annually or whenever events or circumstances indicate that carrying amounts may not be recoverable. The Company uses an income approach, which incorporates the use of the discounted cash flow (“DCF”) method.

BusinessCombinations. Business combinationsare accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values.

For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine the estimated value. This approach includes consideration of ~~Gale it did~~similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible assets value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not ~~already own~~required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as tradenames and trademarks.

Deferred Acquisition Consideration. Certain acquisitions include an initial payment at the time of closing and provide for ~~an aggregate~~future additional contingent purchase price payments. Contingent purchase price obligations for these transactions are recorded

Table of ~~approximately $20,000, comprised of $7,695, which was settled with Company stock and~~Contents

as deferred ~~payments with an estimated present value~~acquisition consideration liabilities on the balance sheet, at the acquisition date fair value and are remeasured at each reporting period. These liabilities are derived from the projected performance of ~~$11,406,~~the acquired entity. These arrangements may be dependent on future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period. At each reporting date, the Company models each business’ future performance, including revenue growth and free cash flows, to estimate the value of each deferred acquisition consideration liability. The liability is adjusted quarterly based on changes in current information affecting each subsidiary’s current operating results and the impact this information will have on future results included in the calculation of the estimated liability. These adjustments are recorded in the results of operations. In instances where such contingent payments require the sellers’ continuous employment with the Company after the transaction, they are recorded as compensation expense in the Unaudited Condensed Consolidated Statements of Operations.

Redeemable Noncontrolling Interests. Many of the Company’s acquisitions include contractual arrangements where the noncontrolling shareholders have an option to purchase, or may require the Company to purchase, such noncontrolling shareholders’ incremental ownership interests under certain circumstances. The Company typically has similar call options under the same contractual terms. The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas, such as the average earnings of the relevant subsidiary through the date of exercise or the growth rate of the earnings of the relevant subsidiary during that period. In the event that an incremental purchase may be ~~paid~~required by the Company, the amounts are recorded as redeemable noncontrolling interests in ~~2022~~mezzanine equity on the Unaudited Condensed Consolidated Balance Sheets at their acquisition date fair value and ~~2023. The~~adjusted for changes to their estimated redemption value through Retained earnings or Paid-in capital (when at an accumulated deficit) in the Unaudited Condensed Consolidated Balance Sheets (but not less than their initial redemption value), except for foreign currency translation adjustments. These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values.

Subsidiary and Equity Investment Stock Transactions. Transactions involving the purchase, sale or issuance of interests of a subsidiary where control is maintained are recorded as a reduction in the redeemable noncontrolling interests or noncontrolling interests, as applicable. Any difference between the purchase price and ~~the~~ noncontrolling interest ~~of $10,339 was~~is recorded into Common stock and other paid-in capital in the Unaudited Condensed Consolidated Balance Sheets. In circumstances where the purchase of shares of an equity investment results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in the results of operations.

~~2020 Acquisition~~Revenue Recognition. The Company’s revenue is recognized when control of the promised services are transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. See Note 5 included herein for additional information.

~~On July 1, 2020,~~Cost of Services. Cost of services sold primarily consists of staff costs that are directly attributable to the Company’s client engagements, as well as third-party direct costs of production and delivery of services to its clients. Cost of services sold does not include depreciation, amortization, and other office and general expenses that are not directly attributable to the Company’s client engagements.

Deferred Financing Costs. The Company uses the effective interest method to amortize deferred financing costs and any original issue premium or discount, if applicable. The Company also uses the straight-line method, which approximates the effective interest method, to amortize the deferred financing costs on the Credit Agreement.

Income Taxes. We account for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying value of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates and laws expected to be in effect when the differences are expected to reverse. The Company records associated interest and penalties as a component of income tax expense. The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management evaluates on a quarterly basis all available positive and negative evidence considering factors such as the reversal of deferred income tax liabilities, taxable income in eligible carryback years, projected future taxable income, the character of the income tax asset, tax planning strategies, changes in tax laws and other factors. The periodic assessment of the net carrying value of the Company’s deferred tax assets under the applicable accounting rules requires significant management judgment. A change to any of these factors could impact the estimated valuation allowance and income tax expense.

Stock-Based Compensation. Under the fair value method, compensation cost is measured at fair value at the date of grant and is expensed over the service period, generally the award’s vesting period. The Company uses its historical volatility derived over the expected term of the award to determine the volatility factor used in determining the fair value of the award. The Company recognizes forfeitures as they occur.

Stock-based awards that are settled in cash or equity at the option of the Company ~~acquired~~are recorded at fair value on the ~~remaining 10% ownership interest~~date of ~~Veritas it did not already own for an aggregate purchase price of $2,187, of which $1,087 was a deferred cash payment. As a result~~grant. The fair value measurement of the ~~transaction,~~compensation cost for these awards is based on using the Black-Scholes option

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pricing-model or other acceptable method and is recorded in Operating income over the service period, in this case the award’s vesting period.

The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. The Company commences recording compensation expense related to awards that are based on performance conditions under the straight-line attribution method when it is probable that such performance conditions will be met.

Income (Loss) per Common Share. Basic income (loss) per common share is based upon the weighted average number of common shares outstanding during each period. Diluted income (loss) per common share is based on the above, in addition, if dilutive, common share equivalents, which include outstanding options, stock appreciation rights, and unvested restricted stock units. In periods of net loss, all potentially issuable common shares are excluded from diluted net loss per common share because they are anti-dilutive.

Foreign Currency Translation. The functional and reporting currency of the Company ~~reduced noncontrolling and redeemable noncontrolling interests by $2,651. The difference between~~is the ~~purchase price and~~US dollar. Generally, the ~~noncontrolling interest~~Company’s subsidiaries use their local currency as their functional currency. Accordingly, the currency impacts of ~~$464 was recorded in Common stock and other paid-in capital in~~the translation of the Unaudited Condensed Consolidated Balance ~~Sheets.~~Sheets of the Company and its non-U.S. dollar based subsidiaries to U.S. dollar statements are included as cumulative translation adjustments in Accumulated other comprehensive income (loss). Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Cumulative translation adjustments are not included in net income (loss) unless they are actually realized through a sale or upon complete, or substantially complete, liquidation of the Company’s net investment in the foreign operation. Translation of current intercompany balances are included in net income (loss). The balance sheets of non-U.S. dollar based subsidiaries are translated at the period end rate. The Unaudited Condensed Consolidated Statements of Operations of the Company and its non-U.S. dollar based subsidiaries are translated at average exchange rates for the period.

Gains and losses arising from the Company’s foreign currency transactions are reflected in Foreign exchange, net on the Consolidated Statements of Operations.

3. New Accounting Pronouncements

In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and other items. ASU 2021-08 is effective January 1, 2023; however, the Company has early adopted the standard and retrospectively applied it to the financial statements herein.

In March 2020, the FASB issued ASU 2020-04, and in January subsequently issued ASU 2021-01, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, through December 31, 2022. The Company is evaluating the impact of the adoption of this guidance on the Company's financial statements and disclosures.

4. Acquisitions and Dispositions

2021 Acquisition

On ~~March 19,~~December 21, 2020, MDC Partners Inc. (“MDC”) and Stagwell Media LP (“Stagwell Media”) announced that they had entered into the Transaction Agreement, providing for the combination of MDC with the operating businesses and subsidiaries of Stagwell Media (the “Stagwell Subject Entities”). The Stagwell Subject Entities comprised Stagwell Marketing Group LLC (“Stagwell Marketing or SMG”) and its direct and indirect subsidiaries.

On August 2, 2021 (the “Closing Date”), we completed the combination of MDC and the Stagwell Subject Entities and a series of steps and related transactions (such combination and transactions, the “Transactions”). In connection with the Transactions, among other things, (i) MDC completed a series of transactions pursuant to which it emerged as a wholly owned subsidiary of the Company, converted into a Delaware limited liability company and changed its name to Midas OpCo Holdings LLC (“OpCo”); (ii) Stagwell Media contributed the equity interests of Stagwell Marketing and its direct and indirect subsidiaries to OpCo; and (iii) the Company converted into a Delaware corporation, succeeded MDC as the publicly-traded company and changed its name to Stagwell Inc.

In respect of the Transactions, the acquired assets and assumed liabilities, together with acquired processes and employees, represent a business as defined in the ~~remaining 22.5%~~Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). The Transactions was accounted for as a reverse acquisition using the acquisition method of accounting, pursuant to FASB Topic 805-10, Business Combinations, with MDC treated as the legal

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acquirer and SMG treated as the accounting acquirer. In identifying SMG as the acquiring entity for accounting purposes, MDC and SMG took into account a number of factors, including the relative voting rights and the corporate governance structure of the Company. SMG is considered the accounting acquirer since Stagwell Media controls the board of directors of the Company following the Transactions and received an indirect ownership interest in the Company’s only operating subsidiary, OpCo, of ~~KWT Global it did not already own~~69.55% ownership of OpCo’s common units. However, no single factor was the sole determinant in the overall conclusion that Stagwell is the acquirer for accounting purposes; rather all factors were considered in arriving at such conclusion. Under the acquisition method of accounting, the assets and liabilities of MDC, as the accounting acquiree, were recorded at their respective fair value as of the date the Transactions were completed.

On August 2, 2021, an aggregate of 179,970,051 shares of the Company’s Class C common stock were issued to Stagwell Media in exchange for $1,800 (the “Stagwell New MDC Contribution”). The Class C common stock does not participate in the earnings of the Company. Additionally, an aggregate of 179,970,051 OpCo common units were issued to Stagwell Media in exchange for the equity interests of the Stagwell Subject Entities (the “Stagwell OpCo Contribution”).

The fair value of the purchase consideration is $426,396, consisting of approximately 80,000,000 shares of the Company’s Class A and B common stock and common stock equivalents based on a per share price of ~~$2,118, comprised of a~~approximately $5.42, the closing ~~cash payment of $729 and contingent deferred acquisition payments with an estimated present value at~~stock price on the ~~acquisition~~ date of ~~$1,389. The contingent deferred payments were based on~~ the ~~financial results~~combination.

ASC 805 requires the allocation of ~~the underlying business from 2019 to 2020 with final payment made in 2021. As a result of the transaction, the Company reduced redeemable noncontrolling interests by $1,615. The difference between~~ the purchase price consideration to the fair value of the identified assets acquired and liabilities assumed upon consummation of a business combination. For this purpose, fair value shall be determined in accordance with the fair value concepts defined in ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”). Fair value is defined in ASC 820 as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective and can involve a high degree of estimation.

The total purchase price to acquire MDC has been allocated to the assets acquired and assumed liabilities based upon preliminary estimated fair values, with any excess purchase price allocated to goodwill. The fair value of the acquired assets and assumed liabilities as of the date of acquisition are based on preliminary estimates assisted, in part, by a third-party valuation expert. The estimates are subject to change upon the finalization of appraisals and other valuation analyses, which are expected to be completed no later than one year from the date of acquisition. Although the completion of the valuation activities may result in asset and liability fair values that are different from the preliminary estimates included herein, it is not expected that those differences would alter the understanding of the impact of this transaction on the consolidated financial position and results of operations of the Company.

The preliminary purchase price allocation is as follows:

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	Amount
Cash and cash equivalents	$	130,155
Accounts receivable	419,742
Other current assets	44,508
Fixed Assets	80,047
Right-of-use lease assets - operating leases	293,034
Intangible assets	809,900
Other assets	16,928
Accounts payable	(165,443)
Accruals and other liabilities	(308,757)
Advance billings	(211,687)
Current portion of lease liabilities	(55,878)
Current portion of deferred acquisition consideration	(53,054)
Long-term debt	(1,011,690)
Long-term portion of deferred acquisition consideration	(8,056)
Long-term portion of lease liabilities	(292,497)
Other liabilities	(131,897)
Redeemable noncontrolling interests	(30,830)
Preferred shares	(209,980)
Noncontrolling interests	(158,230)
Net liabilities assumed	(843,685)
Goodwill	1,270,081
Purchase price consideration	$	426,396

The excess of purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce of MDC. Goodwill of $1,041,277, $166,658 and $62,146 was assigned to the Integrated Agencies Network, the Media Network and the ~~redeemable noncontrolling interest~~Communications Network reportable segments, respectively. The majority of ~~$503 was recorded in Common stock~~the goodwill is non-deductible for income tax purposes.

Intangible assets consist of trade names and ~~other paid-in capital~~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 13 years. The following table presents the details of identifiable intangible assets acquired.


	Estimated Fair Value		Estimated Useful Life in Years
Trade Names	$	98,000	10
Customer Relationships	711,900		6-15
Total Acquired Intangible Assets	$	809,900

MDC operating results are included in the ~~Unaudited~~ Condensed Consolidated ~~Balance Sheets.~~Statements of Operations from the date of the acquisition through September 30, 2021 with revenue of $241,257 and a nominal net loss.

Transaction expenses were approximately $15,000 for the nine months ended September 30, 2021.

Pro Forma Financial Information (unaudited)

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The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it occurred as of January 1, 2020. 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.


	Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Revenue	$	1,612,399	$	1,445,813

The proforma net loss was nominal for the nine months ended September 30, 2021 and 2020.

2020 ~~Disposition~~Acquisitions

On February 14, 2020, the Company ~~sold substantially all the assets and certain liabilities of~~acquired Sloane ~~and~~& Company ~~LLC~~ (“Sloane”)~~, an indirectly wholly owned subsidiary of the Company, to~~ from an affiliate of ~~The~~MDC for approximately $24,400 of total consideration. Total consideration included a cash payment of $18,900 made by Stagwell ~~Group~~Media (Non-consolidated related party) which was accounted for as a non-cash contribution for the purposes of the Company’s Consolidated Statement of Cash Flows and Statement of Changes in Equity, the acquisition date fair value of the contingent deferred acquisition consideration of $4,800, and $700 of cash paid by the Company. Sloane is an industry-leading strategic communications firm, based out of New York. Sloane will extend SKDK’s current suite of services and allow for the expansion into the capital markets and special situations verticals.

On August 14, 2020, the Company acquired Kettle Solutions, LLC (“~~Stagwell”~~Kettle”) for approximately $5,400 of total consideration. Total consideration included a cash payment of $4,900, plus an additional $500 due upon the finalization of Kettle’s working capital accounts, as outlined in the purchase agreement. The purchase agreement also offers the previous owners of Kettle an additional $11,900 in deferred consideration, and is dependent on Kettle reaching contractually defined operating goals in 2020, 2021, 2022 and 2023. Kettle is an industry recognized web design and content creation firm that assists its customers in developing and executing marketing campaigns, based out of New York.

On October 30, 2020, the Company acquired Truelogic Software, LLC, Ramenu S.A., and Polar Bear Development S.R.L. (collectively referred to as “Truelogic”), for ~~an aggregate sale price~~approximately $17,300 of ~~$26,696, consisting~~total consideration. Total consideration included a cash payment of ~~cash received at closing plus~~$8,900, the acquisition date fair value of the contingent deferred ~~payments expected~~acquisition consideration of $7,900, and an additional $500 due upon the finalization of Truelogic’s working capital accounts, as outlined in the purchase agreement. Truelogic is a software development firm based in Buenos Aires that assists customers in sourcing top South American engineering talent and developing small-scale software projects. Truelogic is included in the Company’s Code and Theory Brand, which is part of its Digital - Marketing reportable segment.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of each acquisition (in thousands):


	2020
	Sloane		Kettle		Truelogic		Total
Cash, cash equivalents and restricted cash	$	—	$	49	$	90	$	139
Accounts receivable and other current assets	2,768		2,732		2,958		8,458
Other noncurrent assets	—		172		10		182
Intangible assets	5,900		1,930		9,500		17,330
Property and equipment	72		58		50		180
Right-of-use assets – operating leases	—		533		201		734
Accounts payable and other current liabilities	(469)		(552)		(1,063)		(2,084)
Advanced billings	(130)		(310)		(429)		(869)
Operating lease liabilities	—		(533)		(201)		(734)
Goodwill	16,275		1,323		6,184		23,782
Total net assets acquired	$	24,416	$	5,402	$	17,300	$	47,118

Goodwill recognized on the Sloane, Kettle and Truelogic acquisitions is fully-deductible for income tax purposes.

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The following table reports the fair value of intangible assets acquired, including the corresponding weighted average amortization periods, as of the date of each acquisition (in thousands, except years):


		2020
	Weighted Average Amortization Period	Sloane		Kettle		Truelogic		Total
Customer relationships	10 years	$	4,600	$	1,600	$	9,100	$	15,300
Tradenames and trademarks	11 years	1,300		330		400		2,030
Total		$	5,900	$	1,930	$	9,500	$	17,330

The following table summarizes the total revenue and net income included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) from the date of each acquisition (in thousands):


	Nine Months Ended September 30, 2020
Revenue	$	10,794
Net Income	$	1,199

Pro Forma Financial Information (unaudited)

The unaudited pro forma information for the periods set forth below gives effect to ~~be paid over~~ the ~~next two years.~~2020 acquisitions as if they had occurred as of January 1, 2020. The ~~sale resulted~~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 (in thousands):


	Nine Months Ended September 30, 2020
Revenue	$	587,343
Net Income	$	39,801

2021 Disposition

On September 15, 2021, the Company sold Reputation Defender to a strategic buyer for approximately $40,000 resulting in a gain of ~~$16,827, which~~approximately $43,000. The gain is ~~included~~recognized within the All Other category in ~~Other,~~Gain on sale of business and other, net within the Unaudited Condensed Consolidated Statements of Operations. ~~Sloane was included within Allison & Partners which is included within the All Other category.~~

3.5. Revenue

The Company’s revenue recognition policies are established in accordance with ASC 606, and accordingly, revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

The ~~MDC~~Stagwell network provides an extensive range of services to our clients, offering a variety of marketing and communication capabilities including strategy, creative and production for advertising campaigns across a variety of platforms

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~~(print,~~ (print, digital, social media, television broadcast), public relations services including strategy, editorial, crisis support or issues management, media training, influencer engagement and events management. We also provide media buying and planning across a range of platforms (out-of-home, paid search, social media, lead generation, programmatic, television broadcast), experiential marketing and application/website design and development.

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The primary source of the Company’s revenue is from agency arrangements in the form of fees for services performed, commissions, and from performance incentives or bonuses, depending on the terms of the client contract. In all circumstances, revenue is only recognized when collection is reasonably assured. Certain of the Company’s contractual arrangements have more than one performance obligation. For such arrangements, revenue is allocated to each performance obligation based on its relative stand-alone selling price. Stand-alone selling prices are determined based on the prices charged to clients or using expected cost plus margin.

The determination of our performance obligations is specific to the services included within each contract. Based on a client’s requirements within the contract, and how these services are provided, multiple services could represent separate performance obligations or be combined and considered one performance obligation. Contracts that contain services that are not significantly integrated or interdependent, and that do not significantly modify or customize each other, are considered separate performance obligations. Typically, we consider media planning, media buying, creative (or strategy), production and experiential marketing services to be separate performance obligations if included in the same contract as each of these services can be provided on a stand-alone basis, and do not significantly modify or customize each other. Public relations services and application/website design and development are typically each considered one performance obligation as there is a significant integration of these services into a combined output.

Certain of the Company’s contracts consist of a single performance obligation. In these instances, the Company does not consider the underlying activities as separate or distinct performance obligations because its services are highly interrelated, and the integration of the various components is essential to the overall promise to the Company’s customer. In certain of the Company’s client contracts, the performance obligation is a stand-ready obligation because the Company provides a constant level of similar services over the term of the contract.

We typically satisfy our performance obligations over time, as services are performed. Fees for services are typically recognized using input methods (direct labor hours, materials and third-party costs) that correspond with efforts incurred to date in relation to total estimated efforts to complete the contract. To a lesser extent, revenue is recognized using output measures, such as impressions or ongoing reporting. For client contracts when the Company has a stand-ready obligation to perform services on an ongoing basis over the life of the contract, where the scope of these arrangements includes an undefined number of broad activities and there are no significant gaps in performing the services, the Company recognizes revenue ratably using a time-based measure. In addition, for client contracts where the Company is providing online subscription-based hosted services, it recognizes revenue ratably over the contract term. Point in time recognition primarily relates to certain commission-based contracts, which are recognized upon the placement of advertisements in various media when the Company has no further performance obligation.

Revenue is recognized net of sales and other taxes due to be collected and remitted to governmental authorities. The Company’s contracts typically provide for termination by either party within 30 to 90 days. Although payment terms vary by client, they are typically within 30 to 60 days. In addition, the Company generally has the right to payment for all services provided through the end of the contract or termination date.

Within each contract, we identify whether the Company is principal or agent at the performance obligation level. In arrangements where the Company has substantive control over the service before transferring it to the client, and is primarily responsible for integrating the services into the final deliverables, we act as principal. In these arrangements, revenue is recorded at the gross amount billed. Accordingly, for these contracts the Company has included reimbursed expenses in revenue. In other arrangements where a third-party supplier, rather than the Company, is primarily responsible for the integration of services into the final deliverables, and thus the Company is solely arranging for the third-party supplier to provide these services to our client, we generally act as agent and record revenue equal to the net amount retained, when the fee or commission is earned. The role of ~~MDC’s~~Stagwell’s agencies under a production services agreement is to facilitate a client’s purchasing of production capabilities from a third-party production company in accordance with the client’s strategy and guidelines. The obligation of ~~MDC’s~~Stagwell’s agencies under media buying services is to negotiate and purchase advertising media from a third-party media vendor on behalf of a client to execute its media plan. We do not obtain control prior to transferring these services to our clients; therefore, we primarily act as agent for production and media buying services.

A small portion of the Company’s contractual arrangements with clients include performance incentive provisions, which allow the Company to earn additional revenues as a result of its performance relative to both quantitative and qualitative goals. Incentive compensation is primarily estimated using the most likely amount method and is included in revenue up to the amount that is not expected to result in a reversal of a significant amount of cumulative revenue recognized. We recognize revenue related to performance incentives as we satisfy the performance obligation to which the performance incentives are related.

Disaggregated Revenue Data

The Company provides a broad range of services to a large base of clients across the full spectrum of ~~industry~~ verticals globally. The primary source of revenue is from agency arrangements in the form of fees for services performed, commissions, and from

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performance incentives or bonuses. Certain clients may engage with the Company in various geographic locations, across multiple disciplines, and through multiple ~~Partner Firms.~~Brands. Representation of a client rarely means that ~~MDC~~Stagwell handles marketing communications for all brands or product lines of the client in every geographical location. The Company’s ~~Partner Firms~~Brands often cooperate with one another through referrals and the sharing of both services and expertise, which enables ~~MDC~~Stagwell to service clients’ varied marketing needs by crafting custom integrated solutions. Additionally, the Company maintains separate,

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independent operating companies to enable it to effectively manage potential conflicts of interest by representing competing clients across the ~~MDC~~Stagwell network.

The following table presents revenue disaggregated by ~~client industry vertical~~lines of business for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020:

Three Months Ended June 30, Six Months Ended June 30,
Industry Reportable Segment 2021 2020 2021 2020
Food & Beverage All $ 62,462 $ 46,811 $ 117,640 $ 104,396
Retail All 33,901 32,728 64,678 69,537
Consumer Products All 48,784 34,855 94,189 74,189
Communications All 19,215 16,172 36,205 38,014
Automotive All 13,945 13,020 29,574 38,212
Technology All 54,810 38,846 101,200 88,341
Healthcare All 37,074 23,112 68,568 46,843
Financials All 24,138 19,748 48,580 43,753
Transportation and Travel/Lodging All 11,917 9,053 21,865 25,552
Other All 39,359 25,332 70,691 58,582
$ 345,605 $ 259,677 $ 653,190 $ 587,419


		Three Months Ended September 30,				Nine Months Ended September 30,
Lines of Business	Reportable Segment	2021		2020		2021		2020
Public Relations	Integrated Agencies Network, Communications Network, Other	$	67,497	$	43,497	$	118,380	$	97,217
Creative	Integrated Agencies Network	125,637		1,927		127,791		6,792
Digital	All Segments	191,643		153,284		445,485		370,711
Experiential	Integrated Agencies Network	14,413		—		14,413		—
Media	Media Network	10,819		—		10,819		—
Research	Integrated Agencies Network	46,363		24,863		117,467		78,242
Other	Media Network, Integrated Agencies Network, Other	10,262		4,526		23,081		22,008
		$	466,634	$	228,097	$	857,436	$	574,970

~~MDC~~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 looking for help to grow their businesses in new markets. ~~MDC’s Partner Firms~~Stagwell’s Brands are located in the United States ~~Canada,~~and United Kingdom, and an additional 1118 countries around the world. In the past, some clients have responded to weakening economic conditions with reductions to their marketing budgets, which included discretionary components that are easier to reduce in the short term than other operating expenses.

The following table presents revenue disaggregated by geography for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020:


			Three Months Ended June 30,				Six Months Ended June 30,						Three Months Ended September 30,				Nine Months Ended September 30,
Geographical Location	Geographical Location	Reportable Segment	2021		2020		2021		2020		Geographical Location	Reportable Segment	2021		2020		2021		2020
United States	United States	All	$	277,542	$	210,342	$	520,122	$	474,903	United States	All	$	387,662	$	208,045	$	733,038	$	515,403
Canada		All	22,992		16,609		45,642		34,865
United Kingdom											United Kingdom	All	32,218		4,904		62,416		18,658
Other	Other	All	45,071		32,726		87,426		77,651		Other	All	46,754		15,148		61,982		40,909
			$	345,605	$	259,677	$	653,190	$	587,419			$	466,634	$	228,097	$	857,436	$	574,970

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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 ~~$73,446~~$137,938 and ~~$49,110~~$30,570 at ~~June~~September 30, 2021 and December 31, 2020, respectively, and are included as a component of Accounts receivable on the Unaudited Condensed Consolidated Balance Sheets. Outside vendor costs incurred on behalf of clients which have yet to be invoiced were ~~$16,793~~$37,101 and ~~$10,552~~$11,063 at ~~June~~September 30, 2021 and December 31, 2020, respectively, and are included on the Unaudited Condensed Consolidated Balance Sheets as Expenditures billable to clients. Such amounts are invoiced to clients at various times over the course of providing services. Additions to contract assets of $99,853 were added during the period as a result of the acquisition of MDC.

Contract liabilities consist of fees billed to clients in excess of fees recognized as revenue and are classified as Advance billings and also are included within Accruals and other liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets. In arrangements in which we are acting as an agent, the revenue recognition related to the contract liability is presented on a net basis within the Unaudited Condensed Consolidated Statements of Operations. Advance billings at ~~June~~September 30, 2021 and December 31, 2020 were ~~$211,248~~$286,790 and ~~$152,956,~~$66,418, respectively. The increase in the Advance billings balance of ~~$58,292~~$220,372 for the ~~six~~nine months ended ~~June~~September 30, 2021 was primarily driven by the acquisition of MDC, representing a $211,687 increase, and by cash payments received or due in advance of satisfying our performance obligations, offset by ~~$118,934~~$45,432 of revenues recognized that were included in the Advance billings

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balances as of December 31, 2020 and reductions due to the incurrence of third-party costs. Contract liabilities classified within Accruals and other liabilities at ~~June~~September 30, 2021 and December 31, 2020 were ~~$118,589~~$168,882 and ~~$112,755,~~$9,311, respectively. The increase in the balance of ~~$5,834~~$159,571 for the ~~six~~nine months ended ~~June~~September 30, 2021 was primarily driven by was primarily driven by the acquisition of MDC, representing a $108,488 increase, and by cash payments received or due in advance of satisfying our performance obligations, offset by ~~$78,780~~$9,311 of revenues recognized that were included in the balance as of December 31, 2020 and reductions due to the incurrence of third-party costs.

Changes in the contract asset and liability balances during the ~~six~~nine months ended ~~June~~September 30, 2021 were not materially impacted by write offs, impairment losses or any other factors.

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 ~~$8,033~~$8,498 of unsatisfied performance obligations as of ~~June~~September 30, 2021, of which we expect to recognize approximately ~~58%~~35% in 2021, 60% in 2022 and ~~42%~~4% in ~~2022.~~2023.

4.6. Income (Loss) Per Common Share

The following table sets forth the ~~computation~~computations of basic and diluted income (loss) per common share:

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Numerator:
Net income (loss) attributable to MDC Partners Inc. $ 6,106 $ (595) $ 11,116 $ 407
Accretion on convertible preference shares (3,798) (3,509) (7,522) (6,949)
Net income allocated to convertible preference shares (653) 0 (1,018) 0
Net income (loss) attributable to MDC Partners Inc. common shareholders $ 1,655 $ (4,104) $ 2,576 $ (6,542)
Adjustment to net income allocated to convertible preference shares 20 0 26 0
Net income (loss) attributable to MDC Partners Inc. common shareholders - Diluted $ 1,675 $ (4,104) $ 2,602 $ (6,542)
Denominator:
Basic weighted average number of common shares outstanding 75,078,755 72,528,455 74,240,447 72,463,058
Diluted weighted average number of common shares outstanding 78,459,483 72,528,455 77,001,526 72,463,058
Basic $ 0.02 $ (0.06) $ 0.03 $ (0.09)
Diluted $ 0.02 $ (0.06) $ 0.03 $ (0.09)
Anti-dilutive stock awards 308,800 2,912,436 1,653,634 2,912,436


	Three Months Ended September 30,	Nine Months Ended September 30,
	2021		2021

Numerator:



Net loss attributable to Stagwell Inc. common shareholders	$ (4,545)		$ (4,545)



Denominator:
Weighted average number of common shares outstanding	76,105,807		76,105,807

Earnings Per Share - Basic & Diluted	$ (0.06)		$ (0.06)


















Anti-dilutive:
Class C shares	179,970,051		179,970,051
Stock Appreciation Rights and Restricted Awards	6,596,023		6,596,023

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Restricted stock and restricted stock unit awards of 0 and 2,203,717 as of June 30, 2021 and 2020, respectively, are excluded from the computation of diluted income (loss) per common share because the performance contingency necessary for vesting has not been met as of the reporting date. In addition, thereThere were ~~145,000 Preference~~123,849,000 Preferred Shares outstanding which were convertible into ~~30,019,307 and 27,733,199~~33,035,446 of Class A common shares at ~~June~~September 30, ~~2021 and 2020, respectively.~~2021. These ~~Preference~~Preferred Shares were anti-dilutive for each period presented in the table above and are therefore excluded from the diluted ~~income (loss)~~earnings per ~~common~~ share calculation.

The combination of MDC and SMG was completed on August 2, 2021, which was treated as a reverse acquisition for financial reporting purposes. SMG was treated as the accounting acquirer and MDC was the accounting acquiree. Therefore, under applicable accounting principles, the historical financial results of SMG prior to August 2, 2021 are considered our historical financial results. Accordingly, historical information presented in this Form 10-Q for events occurring or periods ending before August 2, 2021 does not reflect the impact of the Transactions or the financial results of MDC and may not be comparable with historical information for events occurring or periods ending on or after August 2, 2021.

5.SMG’s equity structure, prior to the combination with MDC, was a non-unitized single member limited liability company, resulting in all components of equity attributable to the member being reported within Members' Capital. Given that SMG was a non-unitized single member limited liability company, net income (loss) prior to the combination is not applicable for purposes of calculating earnings per share. Therefore, the net income (loss) in the table above includes the income or loss for the period beginning on the acquisition date through the end of the respective reporting period and as such will not reconcile to the respective amounts presented within the Unaudited Condensed Consolidated Statements of Operations.

7. Deferred Acquisition Consideration

Deferred acquisition consideration on the balance sheet consists of deferred obligations related to contingent and fixed purchase price payments, and to a lesser extent, 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 through operating ~~income, for contingent purchase price payments, or net interest expense, for fixed purchase price payments.~~income. The Company accounts for certain retention payments through operating income as ~~stock-based~~ compensation expense over the required retention period.

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The following table presents changes in contingent deferred acquisition consideration, which is measured at fair value on a recurring basis using significant unobservable inputs, and a reconciliation to the amounts reported on the balance sheets as of ~~June~~September 30, 2021 and December 31, ~~2020.~~2020:


		June 30,		December 31,			September 30,		December 31,
		2021		2020			2021		2020
Beginning Balance of Contingent Payments	Beginning Balance of Contingent Payments	$	82,802	$	74,671	Beginning Balance of Contingent Payments	$	17,847	$	65,792
Payments	Payments	(44,324)		(46,792)		Payments	(12,286)		(66,235)
Redemption value adjustments (1)	Redemption value adjustments (1)	18,552		44,993		Redemption value adjustments (1)	9,535		2,520
Additions - Acquisitions and step-up transactions		11,406		7,703
Additions (2)						Additions (2)	61,110		15,717
Other	Other	(768)		2,227		Other	(501)		53
Ending balance of contingent payments	Ending balance of contingent payments	$	67,668	$	82,802	Ending balance of contingent payments	$	75,705	$	17,847
Fixed Payments		0		263
		$	67,668	$	83,065

(1) Redemption value adjustments are fair value changes from the Company’s initial estimates of deferred acquisition ~~payments and stock-based compensation charges relating to acquisition payments that are tied to continued employment.~~payments. Redemption value adjustments are recorded within Office and general expenses on the Unaudited Condensed Consolidated Statements of Operations.

~~The following table presents the impact to the Company’s Statements of operations due to the redemption value adjustments for the contingent~~(2) Additions in 2021 represent deferred acquisition ~~consideration:~~consideration acquired in connection with the acquisition of MDC.

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Loss (income) attributable to fair value adjustments $ 5,612 $ 2,312 $ 17,297 $ (2,288)
Stock-based compensation 548 (496) 1,255 1,529
Redemption value adjustments $ 6,160 $ 1,816 $ 18,552 $ (759)

6.8. Leases

The Company leases office space in North America, Europe, Asia, South America, 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 2021 through 2034. The Company’s finance leases are immaterial.

The Company’s leasing policies are established in accordance with ASC 842, and accordingly, the Company recognizes on the balance sheet at the time of lease commencement a right-of-use lease asset and a lease liability, initially measured at the present value of the lease payments. Right-of-use lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. All right-of-use lease assets are reviewed for impairment. As the Company’s implicit rate in its leases is not readily determinable, in

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determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the commencement date. Lease payments included in the measurement of the lease liability are comprised of noncancelable lease payments, payments based upon an index or rate, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.

Lease costs are recognized in the Unaudited Condensed 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 contain variable lease payments, including payments based upon an index or rate. Variable lease payments based upon an index or rate are initially measured using the index or rate in effect at the lease commencement date and are included within the lease liabilities. Lease liabilities are not remeasured as a result of changes in the index or rate, rather changes in these types of payments are recognized in the period in which the obligation for those payments is incurred. In addition, some of our leases contain variable payments for utilities, insurance, real estate tax, repairs and maintenance, and other variable operating expenses. Such amounts are not included in the measurement of the lease liability and are recognized in the period when the facts and circumstances which the variable lease payments are based upon occur.

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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 both with unrelated third-parties and with our partner agencies. These leases are classified as operating leases and expire between years 2021 through ~~2027.~~2031. Sublease income is recognized over the lease term on a straight-line basis. Currently, the Company subleases office space in North America, Asia, Europe and Australia.

As of ~~June~~September 30, 2021, the Company has entered into 63 operating leases for which the commencement date has not yet occurred as the premises are in the process of being prepared for occupancy by the ~~landlord or the term of the move-out space has not yet expired.~~landlord. Accordingly, these 63 leases represent an obligation of the Company that is not reflected within the Unaudited Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2021. The aggregate future liability related to these leases is approximately ~~$38,238.~~$31,310.

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 and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,						Nine Months Ended September 30,
		2021		2020		2021		2020			2021			2020			2021			2020
Lease Cost:	Lease Cost:									Lease Cost:
Operating lease cost	Operating lease cost	$	16,898	$	18,511	$	34,025	$	34,902	Operating lease cost	$	13,502		$	5,900		$	27,779		$	19,279
Variable lease cost	Variable lease cost	2,328		3,573		4,921		8,228		Variable lease cost	3,230			928			5,167			2,959
Sublease rental income	Sublease rental income	(2,311)		(2,892)		(4,875)		(5,697)		Sublease rental income	(2,359)			(938)			(4,290)			(2,818)
Total lease cost	Total lease cost	$	16,915	$	19,192	$	34,071	$	37,433	Total lease cost	$	14,373		$	5,890		$	28,656		$	19,420
Additional information:	Additional information:									Additional information:
Cash paid for amounts included in the measurement of lease liabilities for operating leases	Cash paid for amounts included in the measurement of lease liabilities for operating leases									Cash paid for amounts included in the measurement of lease liabilities for operating leases
Operating cash flows	Operating cash flows	$	17,463	$	17,592	$	34,259	$	35,227	Operating cash flows	$	16,490		$	5,260		$	29,854		$	15,580

Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments	Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments	$	620	$	30,815	$	4,436	$	37,934	Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments	$	353,984		$	128		$	353,984		$	1,961
Weighted average remaining lease term (in years) - Operating leases	Weighted average remaining lease term (in years) - Operating leases	7.1		7.4		7.1		7.4		Weighted average remaining lease term (in years) - Operating leases	6.8			4.6			6.8			4.6
Weighted average discount rate - Operating leases	Weighted average discount rate - Operating leases	10.7		10.5		10.7		10.5		Weighted average discount rate - Operating leases	4.0		%	4.1		%	4.0		%	4.1		%

In the six months ended June 30, 2021, the Company recorded a charge of $875 to reduce the carrying value of two of its right-of-use lease assets and accelerate the operating expenses of one of its right-of-use lease assets. These right-of-use lease assets related to three agencies within its Integrated Networks - Group B reportable segment. The Company evaluated the facts and circumstances related to the use of the assets which indicated that they may not be recoverable. Using adjusted quoted market prices to develop expected future cash flows, it was determined that the fair value of the assets were less than their carrying value. This impairment charge is included in Impairment and other losses within the Unaudited Condensed Consolidated Statements of Operations.

In the six months ended June 30, 2020, the Company recorded an impairment charge of $5,619 to reduce the carrying value of its right-of-use lease assets and related leasehold improvements of two of its agencies within its Integrated Networks - Group B reportable segment and leased space of Corporate, in addition to accelerating the operating expenses of four leases.

Operating lease expense is included in office and general expenses in the Unaudited Condensed 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 at ~~June~~September 30, 2021 and their reconciliation to the corresponding lease liabilities:

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		Maturity Analysis			Maturity Analysis
Remaining 2021	Remaining 2021	$35,383		Remaining 2021	$	23,452
2022	2022	61,205		2022	84,730
2023	2023	56,935		2023	80,281
2024	2024	50,683		2024	65,242
2025	2025	39,640		2025	50,076
2026 and thereafter	2026 and thereafter	152,753		2026 and thereafter	161,462
Total	Total	396,599		Total	465,243
Less: Present value discount	Less: Present value discount	(123,388)		Less: Present value discount	(63,033)
Lease liability	Lease liability	$	273,211	Lease liability	$	402,210

7.9. Debt

As of ~~June~~September 30, 2021 and December 31, 2020, the Company’s indebtedness was comprised as follows:

June 30, 2021 December 31, 2020
Revolving Credit Agreement $ 88,602 $ 0
Senior Notes 870,256 870,256
Debt Issuance Cost (23,786) (27,072)
$ 935,072 $ 843,184


	September 30, 2021		December 31, 2020
Revolving credit facility	$	181,112	$	201,636
Term debt	—		994
5.625% Notes	1,100,000		—
Debt issuance costs	(15,365)		(3,612)
Total debt	$	1,265,747	$	199,018
Less: Current maturities of long-term debt	$	—	$	(994)
Long-term debt	$	1,265,747	$	198,024

~~See Note 1 of the Notes~~

Interest expense related to long-term debt included in Interest expense, net on the Unaudited Condensed Consolidated ~~Financial~~ Statements of Operations for ~~information regarding~~ the ~~Company’s plan to redeem the Senior Notes~~nine months ended September 30, 2021 and ~~the termination of its Revolving Credit Agreement subsequent to June 30, 2021.~~2020 was $15,560 and $4,317, respectively.

~~Senior Notes~~

The ~~aggregate principal amount~~amortization of ~~the senior notes totaling $870.3 million mature on May 1, 2024 bear interest, payable semiannually~~debt issuance costs included in arrears on May 1 and November 1, at a rate of 7.50% per annum (the “Senior Notes”). MDC may, at its option, redeem the Senior Notes in whole at any time or in part from time to time, at varying prices basedInterest expense, net on the ~~timing~~Unaudited Condensed Consolidated Statements of Operations for the ~~redemption. The Company~~nine months ended September 30, 2021 and 2020 was ~~in compliance with all covenants at June 30, 2021.~~$2,092 and $396, respectively.

Revolving Credit Agreement

On November 18, 2019, the Company entered into a debt agreement (“JPM Syndicated Facility”) with a syndicate of banks led by JPMorgan Chase Bank, N.A (“JPM”). The JPM Syndicated Facility consisted of a five-year revolving credit facility of $265,000 (“JPM Revolver”) with the right to be increased by an additional $150,000. On March 18, 2020, the Company ~~is party~~increased the commitments on the JPM Revolver by $60,000 to $325,000.

On August 2, 2021, in connection with the closing of the acquisition of MDC, the Company entered into an amended and restated credit agreement (the “Combined Credit Agreement”) with a ~~$211,500~~syndicate of banks led by JPM to increase commitments on the existing JPM Revolver. The Combined Credit Agreement consists of a $500,000 senior secured revolving credit facility ~~due February 3, 2022.~~ with a five-year maturity.

The Combined Credit Agreement contains sub-limits for revolving loans and letters of credit of $50,000 for loans denominated in pounds sterling or euros. It also includes an accordion feature under which the Company ~~had $88,602 outstanding~~may request, subject to lender approval and certain conditions, to increase the amount of the commitments to an aggregate amount not to exceed $650,000.

Borrowings under the ~~revolving credit facility as of June 30, 2021.~~

~~Advances under the~~Combined Credit Agreement bear interest ~~as follows: (i) Non-Prime Rate Loans bear interest~~at a rate equal to, at the ~~Non-Prime Rate~~Company’s option, (i) the greatest of (a) the prime rate of interest announced from time to time by JPM, (b) the federal funds effective rate from time to time plus 0.50% and (c) the LIBOR rate plus 1%, in each case, plus the ~~Non-Prime Rate Margin and~~applicable margin (calculated based on the Company’s total leverage ratio) at that time or (ii) ~~all other Obligations bear interest at~~ the ~~Prime Rate,~~LIBOR rate plus the ~~Prime Rate Margin.~~applicable margin (calculated based on the Company’s total leverage ratio) at that time. The Non-Prime Rate Margin and Prime Rate Margin will range from 2.50% to 3.00% for Non-Prime Rate Loans and from 1.75% to 2.25% for Prime Rate Loans. In addition to paying interest on outstanding principal under the Credit Agreement, MDCCompany is also required to pay an unused revolver fee to the lenders under the Combined Credit Agreement in respect of the unused commitments ~~thereunder.~~thereunder ranging from 0.15% to 0.30% of unused commitments depending on the total leverage ratio, as well as customary letter of credit fees.

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Advances under the Combined Credit Agreement may be prepaid in whole or in part from time to time without penalty or premium. The Combined Credit Agreement commitment may be reduced by the Company from time to time. Principal amounts outstanding under the Combined Credit Agreement are due and payable in full at maturity within five years of the date of the Combined Credit Agreement.

If an event of default occurs under the Combined Credit Agreement or any future secured indebtedness, the holders of such secured indebtedness will have a prior right to our assets securing such indebtedness, to the exclusion of the holders of the 5.625% Notes (as defined below), even if we are in default with respect to the 5.625% Notes. In that event, our assets securing such indebtedness would first be used to repay in full all indebtedness and other obligations secured by them (including all amounts outstanding under the Combined Credit Agreement), resulting in all or a portion of our assets being unavailable to satisfy the claims of the holders of the 5.625% Notes and other unsecured indebtedness.

The Combined 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 ~~of the terms and conditions of its Credit Agreement as of June~~covenants at September 30, 2021.

A portion of the Combined Credit Agreement in an amount not to exceed $50,000 is available for the issuance of standby letters of credit. At ~~June~~September 30, 2021 and December 31, 2020, the Company had issued undrawn outstanding letters of credit of ~~$19,533~~$25,628 and ~~$18,651,~~$5,500, respectively.

Term Loan

On November 13, 2020, the Company, JPM as administrative agent, and a group of lenders entered into a term loan agreement that provided the Company with a delayed draw term loan in an aggregate principal amount of $90,000 (“DD Term Loan A”) with a maturity date of November 13, 2023.

In connection with the acquisition of MDC, the Company drew down on the full amount of the DD Term Loan A, repaid the amount with the Combined Credit Agreement, and terminated the agreement.

Line of Credit

On August 2, 2021, the Company entered into an unsecured uncommitted line of credit in the aggregate amount of $30,000 with JPM (the “Line of Credit”) to meet certain short-term working capital needs. The Line of Credit expired on August 20, 2021.

Senior Notes

In August 2021, the Company issued $1,100,000 aggregate principal amount of 5.625% senior notes ("5.625% Notes"). A portion of the proceeds from the issuance of the 5.625% Notes was used to redeem $870,300 aggregate principal amount of the outstanding 7.50% Senior Notes due 2024 (the “Existing Notes”) for a price of $904,200. This price is equal to 101.625% of the outstanding principal amount of the Existing Notes being redeemed, plus, accrued, and unpaid interest on the principal amount of such Existing Notes. The Company did not recognize a gain or loss on redemption.

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 Combined 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 Combined 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

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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 repurchase the capital stock of the Company; make certain types of investments; create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries; sell assets; enter into transactions with affiliates; create liens; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of the Company’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The 5.625% Notes are also subject to customary events of default, including cross-payment default and cross-acceleration provisions. The Company was in compliance with all covenants at September 30, 2021.

Interest Rate Swap

The Company also owns an interest rate swap maturing April 2022 with Bank of America to convert $11,563 of its variable rate debt as of September 30, 2021 to a fixed rate of 2.7%. The fair value of the swap was $155 and $416 and is included in Accruals and other liabilities on the Unaudited Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020, respectively.

8.10. Noncontrolling and Redeemable Noncontrolling Interests

When acquiring less than 100% ownership of an entity, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase the incremental ownership is within the Company’s control, the amounts are recorded as noncontrolling interests in the equity section of the Company’s Unaudited Condensed Consolidated Balance Sheets. Where the incremental purchase may be required of the Company, the amounts are recorded as redeemable noncontrolling interests in mezzanine equity at their estimated acquisition date redemption value and adjusted at each reporting period for changes to their estimated redemption value through ~~additional paid-in capital~~Retained earnings (but not less than their initial redemption value), except for foreign currency translation adjustments. ~~On occasion, the Company may initiate a renegotiation to acquire an incremental~~

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~~ownership interest and the amount of consideration paid may differ materially from the amounts recorded in the Company’s Unaudited Condensed Consolidated Balance Sheets.~~

~~Noncontrolling Interests~~

Changes in amounts due to noncontrolling interest holders included in Accruals and other liabilities on the Unaudited Condensed Consolidated Balance Sheets for the year ended December 31, 2020 and six months ended June 30, 2021 were as follows:


	Noncontrolling Interests
~~Balance at December 31, 2019~~	$	~~14,028~~
~~Income attributable to noncontrolling interests~~	~~21,774~~
~~Distributions made~~	~~(15,192)~~
~~Other~~	94
~~Balance at December 31, 2020~~	$	~~20,704~~
~~Income attributable to noncontrolling interests~~	~~12,722~~
~~Distributions made~~	~~(20,855)~~
~~Other~~	~~165~~
~~Balance at June 30, 2021~~	$	~~12,736~~

Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were as follows:

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Net income (loss) attributable to MDC Partners Inc. $ 6,106 $ (595) $ 11,116 $ 407
Transfers from the noncontrolling interest:
Decrease in MDC Partners Inc. paid-in capital for purchase of redeemable noncontrolling interests and noncontrolling interests (10,339) 0 (10,669) (503)
Net transfers from noncontrolling interests $ (10,339) $ 0 $ (10,669) $ (503)
Change from net income (loss) attributable to MDC Partners Inc. and transfers to noncontrolling interests $ (4,233) $ (595) $ 447 $ (96)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(2,071)	$	17,808	$	20,199	$	34,124
Transfers from the noncontrolling interest:
Increase in Stagwell Inc. paid-in capital for purchase of redeemable noncontrolling interests and noncontrolling interests	9,679		—		9,679		—
Net transfers from noncontrolling interests	9,679		—		9,679		—
Change from net income (loss) attributable to Stagwell Inc. and transfers to noncontrolling interests	$	7,608	$	17,808	$	29,878	$	34,124

Redeemable Noncontrolling Interests

The following table presents changes in redeemable noncontrolling interests:

Six Months Ended June 30, 2021 Year Ended December 31, 2020
Beginning Balance $ 27,137 $ 36,973
Redemptions 0 (12,289)
Granted 0 0
Changes in redemption value (2,000) 2,800
Currency translation adjustments 86 (347)
Other (584) 0
Ending Balance $ 24,639 $ 27,137

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	September 30,		December 31,
	2021		2020
Beginning Balance	$	604	$	3,603
Redemptions	(2,831)		—
Acquisitions(1)	30,830		—
Changes in redemption value	1,680		127

Net loss attributable to redeemable noncontrolling interests	(956)		(3,126)
Other	460		—
Ending Balance	$	29,787	$	604

(1) Represents redeemable noncontrolling interests acquired in connection with the acquisition of MDC.

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 2021 to 2025. 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 ~~$24,639~~$29,787 as of ~~June~~September 30, 2021, consists of ~~$16,040,~~$14,847, assuming that the subsidiaries perform over the relevant periods at their current profit levels, ~~$8,599~~$14,940 upon termination of such owner’s employment with the

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applicable subsidiary or death, and $0 representing the initial redemption value (required floor) recorded for certain acquisitions in excess of the amount the Company would have to pay should the Company acquire the remaining ownership interests for such subsidiaries.

These adjustments will not impact the calculation of earnings (loss) per share if the redemption values are less than the estimated fair values. There is no related impact on the Company’s income per share calculations.

9.11. 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.

Deferred Acquisition Consideration and Options to Purchase. See Notes 57 and 810 of the Notes ~~to the Unaudited Condensed Consolidated Financial Statements~~ included herein for information regarding potential payments associated with deferred acquisition consideration and the acquisition of noncontrolling shareholders’ ownership interest in subsidiaries.

~~Natural Disasters.~~ Certain of the Company’s operations are located in regions of the United States which typically are subject to hurricanes. During the three and six months ended June 30, 2021 and 2020, these operations did not incur any material costs related to damages resulting from hurricanes.

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 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 ~~June~~September 30, 2021, the Company had ~~$19,533~~$25,628 of undrawn letters of credit.

The Company entered into 3 operating leases for which the commencement date has not yet occurred as of ~~June~~September 30, 2021. See Note ~~6 of the Notes to the Unaudited Condensed Consolidated Financial Statements~~8 included herein for additional information.

In the ordinary course of business, the Company may enter into long-term, non-cancellable contracts with partner associations that include revenue or profit-sharing commitments related to the provision of its services. These contracts may also include provisions that require the partner associations to meet certain performance targets prior to any obligation to the Company. As of September 30, 2021, the Company estimates its future minimum commitments under these non-cancellable agreements to be: $2,435, $10,636, $5,990, $2,098 for the remainder of 2021, 2022, 2023, and 2024, respectively.

~~10.~~

12. Share Capital

The authorized and outstanding share capital of the Company ~~as of June 30, 2021~~ is below. See Note 1 ~~of the Notes to the Unaudited Condensed Consolidated Financial Statements~~ for information regarding the Transactions.

~~Series 6 Convertible Preference Shares~~

On March 14, 2019 (the “Series 6 Issue Date”), the Company entered into a securities purchase agreement with Stagwell Agency Holdings LLC (“Stagwell Holdings”), an affiliate of Stagwell, pursuant to which Stagwell Holdings agreed to purchase (i) 14,285,714 newly authorized Class A ~~shares (the “Stagwell~~ Common Stock (“Class A Shares”) for an aggregate contractual purchase price of $50,000 and (ii) 50,000 newly authorized Series 6 convertible preference shares (“Series 6 Preference Shares”) for an aggregate contractual purchase price of $50,000. The Company received proceeds of approximately $98,620 net of fees and estimated expenses, which were primarily used to pay down existing debt under the Company’s credit facility and for general corporate purposes. Except as required by law, the Series 6 Preference Shares do not have voting rights and are not redeemable at the option of Stagwell Holdings.

The holders of the Series 6 Preference Shares have the right to convert their Series 6 Preference Shares in whole at any time and from time to time, and in part at any time and from time to time, into a number of Class A Shares equal to the then-applicable liquidation preference divided by the applicable conversion price at such time (the “Conversion Price”). The initial liquidation preference per share of each Series 6 Preference Share is $1,000. The initial Conversion Price is $5.00 per Series 6 Preference Share, subject to customary adjustments for share splits and combinations, dividends, recapitalizations and other matters, including weighted average anti-dilution protection for certain issuances of equity or equity-linked securities.

The Series 6 Preference Shares’ liquidation preference accretes at 8.0% per annum, compounded quarterly until the five-year anniversary of the Series 6 Issue Date. During the six months ended June 30, 2021, the Series 6 Preference Shares accreted at a monthly rate of $7.84, for total accretion of $2,329, bringing the aggregate liquidation preference to $59,980 as of June 30, 2021. The accretion is considered in the calculation of Net income (loss) attributable to MDC Partners Inc. common shareholders. See Note 4 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information regarding the Series 6 Preference Shares.

2030

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~~Holders~~There are 1,000,000,000 shares of ~~the Series 6 Preference Shares are entitled to dividends in an amount equal to any dividends that would otherwise have been payable on the~~Class A common stock authorized. There were 78,979,960 Class A Shares issued ~~upon conversion~~and outstanding as of ~~the Series 6 Preference Shares.~~September 30, 2021. The ~~Series 6 Preference Shares are convertible at the Company’s option (i) on and after the two-year anniversary of the Series 6 Issue Date, if the closing trading price of the~~ Class A Shares over a specified period prior to conversion is at least 125% of the Conversion Price or (ii) after the fifth anniversary of the Issue Date, if the closing trading price of the Class A Shares over a specified period prior to conversion is at least equal to the Conversion Price.

~~Series 4 Convertible Preference Shares~~

On March 7, 2017 (the “Series 4 Issue Date”), the Company issued 95,000 newly created Preference Shares (“Series 4 Preference Shares”) to affiliates of The Goldman Sachs Group, Inc. (collectively, the “Purchaser”) pursuant to a $95,000 private placement. The Company received proceeds of approximately $90,123, net of fees and estimated expenses, which were primarily used to pay down existing debt under the Company’s credit facility and for general corporate purposes. Except as required by law, the Series 4 Preference Shares do not have voting rights and are not redeemable at the option of the Purchaser.

Subsequent to the ninetieth day following the Series 4 Issue Date, the holders of the Series 4 Preference Shares have the right to convert their Series 4 Preference Shares in whole at any time and from time to time and in part at any time and from time to time into a number of Class A Shares equal to the then-applicable liquidation preference divided by the applicable conversion price at such time (the “Conversion Price”). The initial liquidation preference per share of each Series 4 Preference Share is $1,000. The Conversion Price of a Series 4 Preference Share is subject to customary adjustments for share splits and combinations, dividends, recapitalizations and other matters, including weighted average anti-dilution protection for certain issuances of equity or equity-linked securities. In connection with the anti-dilution protection provision triggered by the issuance of equity securities to Stagwell Holdings, the Conversion Price per Series 4 Preference Share was reduced to $7.42 from the initial Conversion Price of $10.00.

The Series 4 Preference Shares’ liquidation preference accretes at 8.0% per annum, compounded quarterly until the five-year anniversary of the Series 4 Issue Date. During the six months ended June 30, 2021, the Series 4 Preference Shares accreted at a monthly rate of approximately $9.20 per Series 4 Preference Share, for total accretion of $5,193, bringing the aggregate liquidation preference to $133,732 as of June 30, 2021. The accretion is considered in the calculation of net income (loss) attributable to MDC Partners Inc. common shareholders. See Note 4 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information regarding the Series 4 Preference Shares.

Holders of the Series 4 Preference Shares are entitled to dividends in an amount equal to any dividends that would otherwise have been payable on the Class A Shares issued upon conversion of the Series 4 Preference Shares. The Series 4 Preference Shares are convertible at the Company’s option (i) on and after the two-year anniversary of the Issue Date, if the closing trading price of the Class A Shares over a specified period prior to conversion is at least 125% of the Conversion Price or (ii) after the fifth anniversary of the Series 4 Issue Date, if the closing trading price of the Class A Shares over a specified period prior to conversion is at least equal to the Conversion Price.

~~Class A Common Shares (“Class A Shares”)~~

~~These~~ are an unlimited number of subordinate voting shares, carrying 1 vote each, with a par value of ~~$0,~~$0.001 entitled to dividends equal to or greater than Class B Shares, convertible at the option of the holder into one Class B Share for each Class A Share after the occurrence of certain events related to an offer to purchase all Class B shares.

Class B Common Stock (“Class B Shares”)

There are 5,000 shares of Class B common stock authorized. There were ~~77,254,378 and 73,529,105~~3,946 of Class AB Shares issued and outstanding as of ~~June~~September 30, ~~2021 and December 31, 2020, respectively.~~

~~Class B Common Shares (“Class B Shares”)~~

2021. These are an unlimited number of voting shares, carrying 20 votes each, with a par value of $0, convertible at any time at the option of the holder into one Class A share for each Class B share.

Class C Common Stock (“Class C Shares”)

There are 250,000,000 shares of Class C common stock authorized. There were ~~3,743 and 3,743~~179,970,051 Class BC Shares issued and outstanding as of ~~June~~September 30, 2021. The Class C shares do not participate in the earnings of the Company. In addition, an aggregate of 179,970,051 OpCo common units were issued to Stagwell Media in exchange for the equity interests of the Stagwell Subject Entities. Each Class C Share, together with the related Class C unit in OpCo, is convertible at any time, at the option of the holder, into one Class A Share.

Convertible Preferred Stock ("Preferred Shares")

There are 50,000,000 Series 6 Preferred Shares (par value $0.001 per share) outstanding held by Stagwell Agency Holdings LLC (a third party with an ownership interest in the Company) and 73,849,000 Series 8 Preferred Shares (par value $0.001 per share) held by affiliates of The Goldman Sachs Group, Inc. ("Goldman") as of September 30, 2021. The Company entered into an agreement with Goldman and on August 4, 2021, redeemed $30,000 of liquidation value of the Series 8 Preferred Shares for $25,000, resulting in the redemption of 21,151,000 shares.

The terms of the Preferred Shares provided the Company the option to convert the Preferred Shares to Class A Common Shares if Class A Common Shares traded above 125% of the $5.00 per share conversion price for 30 consecutive trading days. On September 23, 2021, the Company provided notices of conversion to each holder of record of each of the Company’s Series 6 and Series 8 Preferred Shares. Pursuant to the notices, the 50,000,000 issued and outstanding Series 6 Preferred Shares were converted into 12,086,700 Class A Common Shares, in the aggregate, on October 7, 2021 and ~~December 31, 2020, respectively.~~the 73,849,000 issued and outstanding Series 8 Preferred Shares were converted into 20,948,746 Class A Common Shares, in the aggregate, on November 8, 2021. Subsequent to the conversion of the Series 6 and Series 8 preferred shares, the number of Class A Common Shares outstanding was 113,198,517 as of November 8, 2021.

~~11.~~13. 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:

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•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 ~~Liabilities~~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 at ~~June~~September 30, 2021 and December 31, 2020:

June 30, 2021 December 31, 2020
Carrying
Amount Fair Value Carrying
Amount Fair Value
Liabilities:
Senior Notes $ 870,256 $ 882,222 $ 870,256 $ 883,580

September 30, 2021

December 31, 2020

Carrying
Amount

Fair Value

Carrying
Amount

Fair Value

5.625% Notes

1,100,000

1,133,891

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Our long-term debt includes fixed rate debt. 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 ~~Liabilities~~Instruments Measured at Fair Value on a Recurring Basis

The following table presents certain information for our financial instruments that are measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020:



	September 30, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value

Interest Rate Swap	$	155	$	155	$	416	$	416
Call Options	—		—		360		360
Preferred Shares	—		—		12,033		12,033

The interest rate swap and call options are classified as Level 3 within the fair value hierarchy.

As of December 31, 2020, the Company owned preferred shares in a company called Finn Partners. The preferred shares had a cost basis of $10,000, accrued non-cash dividends, on a cost basis, at a rate of 6% annually. The shares were redeemable to cash in the amount of the cost-plus accrued interest at any time after February 28, 2021 or upon a liquidation event and were also were convertible to common shares of Finn Partners at any time until February 28, 2021 using a conversion ratio of 1% per $1,000 of preferred shares held including accrued dividends. The conversion feature was not bifurcated and was clearly and closely related to the host instrument, preferred shares. Management determined that the preferred shares were a debt-like financial instrument and should be accounted for as available-for-sale securities at their fair value at each reporting period. These preferred shares are considered to be a Level 3 fair value measurement since they utilize unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions.

On March 11, 2021, the Company transferred all of its ownership in the preferred shares. The Company recognized a gain of $1,200 within Gain on sale of business and other, net on the Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 31, 2021 related to this transaction.

Contingent deferred acquisition consideration (Level 3 fair value measurement) is recorded at the acquisition date fair value and adjusted at each reporting period. The estimated liability is determined in accordance with ~~various contractual valuation formulas~~models of each business' future performance, including revenue growth and isfree 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 ~~June~~September 30, 2021, the discount rate used to measure these liabilities ~~was~~ranged from 3.5% to 5.1%.

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 Condensed Consolidated Balance Sheets are subject to material uncertainty.

See Note ~~5 of the Notes to the Unaudited Condensed Consolidated Financial Statements~~7 included herein for additional information regarding contingent deferred acquisition consideration.

At ~~June~~September 30, 2021 and December 31, 2020, the carrying amount of the Company’s financial instruments, including cash, ~~and~~ 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 measurement) and right-of-use lease assets (Level 2 fair value measurement). Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment. The Company did not recognize an impairment of goodwill orin the three and nine months ended September 30, 2021 and 2020. The Company did recognize an impairment for intangible assets in the three and nine months ended September 30, 2021 . Refer to Note 14 for further detail.

14. Supplemental Information

Stock-Based Compensation & Purchase of Noncontrolling Interests

The Company recognized stock-based compensation expense of $53,465 for the three and ~~six~~nine months ended ~~June~~September 30, 2021, of which $45,986 was for SMG unit awards (consisting of one share of the Company’s Class C Common stock and one Opco Common Unit)issued in the third quarter of 2021. Immediately following the acquisition of MDC, the Company issued 12,131 SMG unit awards, of which 6,661 were fully vested and 5,470 vest over a 6-month service period. Each SMG unit award is exchangeable into one share of the Company’s Class A Common Stock. The ~~company recognized~~unit awards were issued from

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Stagwell Media's total 179,970,051 Class C common shares and Stagwell OpCo common units issued to it in the business combination. Class C common shares and Stagwell OpCo common units.

Immediately following the acquisition of MDC, the Company also purchased the remaining interest it did not already own in Code and Theory (8.5%) and Observatory (8.1%) and an ~~impairment~~incremental interest in Targeted Victory (13.3%). The acquired interests were also funded from Stagwell Media’s total 179,970,051 Class C common shares and Stagwell OpCo common units issued to it in the business. A total of ~~goodwill~~6,930 units with a value of ~~$13,382~~$37,560 were exchanged for the ~~three and six months ended June 30, 2020.~~

~~The Company recognized a charge of $875 to reduce~~above interests in accordance with the carrying value of its right-of-use lease assets in the six months ended June 30, 2021. The company recognized an impairment charge of $5,619 to reduce the carrying value of one of its right-of-use lease assets in the six months ended June 30, 2020.business combination transaction agreement. See Note 61 for information related to the purchase of the ~~Notes to the Unaudited Condensed Consolidated Financial Statements included herein for further information.~~remaining noncontrolling interest in Targeted Victory.

~~12. Supplemental Information~~

Impairment and Other Losses

The Company recognized a charge of ~~$875~~$14,926 for the ~~six~~nine months ended ~~June~~September 30, 2021 primarily to reduce the carrying value of ~~two~~intangible assets within the Media Network reportable segment in connection with the abandonment of its right-of-use lease assets and accelerate the operating expenses of one of its right-of-use lease assets. These right-of-use lease assets related to three agencies within its Integrated Networks - Group B reportable segment.

~~The company recognized an impairment of goodwill of $13,382 for the three and six months ended June 30, 2020.~~

~~See Note 6~~certain trade names as part of the ~~Notes to~~rebranding of the ~~Unaudited Condensed Consolidated Financial Statements included herein for additional information regarding the impairment of right-of-use lease assets and losses.~~Media Network.

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15. 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.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act includes provisions relating to delaying certain payroll tax payments, refundable payroll tax credits, net operating loss carryback periods, modifications to the net interest deduction limitations and technical corrections to the tax depreciation methods for qualified improvement property. The tax law changes in the CARES Act did not have a material impact on the Company’s income tax provision.

The Company had an income tax expense for the three months ended ~~June~~September 30, 2021 of ~~$1,387~~$5,183 (on a pre-tax income of ~~$15,875~~$13,182 resulting in an effective tax rate of ~~8.7%~~39.3%) compared to an income tax ~~benefit~~expense of ~~$7,923~~$2,618 (on pre-tax ~~loss~~income of ~~$4,619~~$24,075 resulting in an effective tax rate of ~~171.5%~~10.9%) for the three months ended ~~June~~September 30, 2020.

The difference in the effective tax rate of ~~8.7% for~~39.3% in the three months ended ~~June~~September 30, 2021 ~~was~~as compared to 10.9% in the same period in 2020 primarily ~~due~~results from the expansion of the group to ~~minimal tax expense recognized on U.S. earnings as a result of being~~include more tax-paying entities and proportionally less pre-tax income not subject to ~~a valuation allowance.~~

~~The effective~~ tax ~~rate of 171.5% for~~within the ~~three months ended June 30, 2020 was primarily driven by~~group, as well as non-deductible share based compensation expenses incurred during the ~~benefit of losses particularly in~~third quarter related to the ~~U.S. and the profits in foreign jurisdictions subject to valuation allowances.~~merger.

The Company had an income tax expense for the ~~six~~nine months ended ~~June~~September 30, 2021 of ~~$2,689~~$9,205 (on a pre-tax income of ~~$27,171~~$40,466 resulting in an effective tax rate of ~~9.9%~~22.7%) compared to income tax expense of ~~$5,577~~$3,211 (on pre-tax income of ~~$10,674~~$41,964 resulting in an effective tax rate of ~~52.2%~~7.7%) for the ~~six~~nine months ended ~~June~~September 30, 2020.

The difference in the effective tax rate of ~~9.9% for~~22.7% in the ~~six~~nine months ended ~~June~~September 30, 2021 as compared to 7.7% in the same period in 2020 primarily results from the expansion of the group to include more tax-paying entities and proportionally less pre-tax income not subject to tax within the group, as well as non-deductible share based compensation expenses incurred during the third quarter related to the merger.

The significant change of our deferred tax liability balance of $16,050 to $134,288 from December 31, 2020 to September 30, 2021, respectively, was primarily due to ~~minimal tax expense recognized on U.S. earnings as a result of being subject to a valuation allowance.~~

~~The effective tax rate of 52.2% for the six months ended June 30, 2020 was primarily driven by the base erosion and anti-abuse tax (“BEAT”), the~~adjustments related ~~valuation allowances on certain foreign jurisdictions, and the jurisdictional mix of earnings.~~

~~Noncash Investing and Financing Activity~~

~~The Company's acquisition of the remaining 40% ownership interest of Gale (see Note 2 of the Notes~~ to the Unaudited Condensed Consolidated Financial Statements) comprised of the issuance of Company stock with a fair value of $7,695 (noncash investing activity) and deferred payments of $11,406 (noncash financing activity).reverse merger.

~~13.~~16. Related Party Transactions

In the ordinary course of business, the Company enters into transactions with related parties, including ~~Stagwell and~~ its affiliates. The transactions may range in the nature and value of services underlying the arrangements. Below are the related party transactions that are significant in nature:

In ~~October 2019,~~August 2016, a ~~Partner Firm~~Brand of the Company entered into an arrangement ~~with a Stagwell affiliate, in which the Stagwell affiliate and the Partner Firm collaborated~~ to provide ~~various~~technology development services to a client in which several of the Partner Firm. The Partner Firm and the Stagwell affiliate pitched and won this business together, with the client ultimately determining the general scope of work for each agency. Under the arrangement, which was structured as a sub-contract due to client preference, the Partner Firm is expected to pay the Stagwell affiliate, for services provided by the Stagwell affiliate in connection with serving the client, approximately $2,000 which has been fully recognized in March 2021. As of June 30, 2021, $22 was owed to the affiliate.

~~In May 2020, a Partner Firm of the Company entered into an arrangement with a certain Stagwell affiliate to perform programmatic media planning, buying and reporting services.~~Brand's partners hold key leadership positions. Under the arrangement, the ~~Partner Firm~~Brand is expected to receive from the ~~Stagwell affiliate~~client approximately ~~$2,397, which has been fully recognized in May 2021. As of June 30, 2021, $582 was due from the affiliate.~~

In November 2020, a Partner Firm of the Company entered into an arrangement with a certain Stagwell affiliate to perform Event Management Services. Under the arrangement, the Partner Firm expected to receive from the Stagwell affiliate approximately $456, which was fully recognized in March of 2021. As of June 30, 2021, $0 was due from the affiliate.

In 2021, a Partner Firm of the Company entered into an arrangement with a certain Stagwell affiliate to perform media buying services. Under the arrangement, the Partner Firm is expected to receive from the Stagwell affiliate approximately $1,060$1,800, which is expected to be fully recognized as of ~~December 2021.~~October 31, 2022. During the three and nine months ended September 30, 2021, the Company recognized $200 and $300, respectively, in revenue related to this transaction. As of ~~June~~September 30, 2021, $0$200 was due from the ~~affiliate.~~ client.

In ~~January 2021,~~December 2018, a ~~Partner Firm of the Company~~Brand entered into ana continuous arrangement with a ~~certain Stagwell affiliate~~third-party in which the third-party was to perform ~~media planning, buying and reporting~~marketing services. Several of the Company’s Brand partners hold key leadership positions in this entity. Under the ~~arrangement, the Partner Firm expected to receive from the Stagwell affiliate approximately $6,429, which was fully recognized in June 2021. As of June 30, 2021, $0 was due from the affiliate.~~

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In February 2021, a Partner Firm of the Company entered into an arrangement with a certain Stagwell affiliate to perform requirements gathering and concept features for a future-leaning ad platform for the augmented reality space. Under the arrangement, the ~~Stagwell affiliate is expected to receive from the Partner Firm approximately $140, which has been fully recognized in April 2021. As of June 30, 2021, $140 was due to the affiliate.~~

In March 2021, a Partner Firm of the Company entered into an arrangement with a certain Stagwell affiliate to perform media relations support and outreach services. Under the arrangement, the Partner Firm is expected to receive from the Stagwell affiliate approximately $190, which is expected to be fully recognized as of September 2022. As of June 30, 2021, $180 was due from the affiliate.

In April 2021, a Partner Firm of the Company entered into an arrangement with a certain Stagwell affiliate to perform media planning, buying and reporting services. Under the arrangement, the Partner Firm is expected to receive from the Stagwell affiliate approximately $3,291, which is expected to be fully recognized as of March 2023. As of June 30, 2021, $434 was due from the affiliate.

In April 2021, a Partner Firm of the Company entered into an arrangement with a certain Stagwell affiliate to perform specialized digital strategy, user experience design, analytics and reporting. Under the arrangement, the Partner FirmBrand is expected to pay the ~~Stagwell~~ affiliate ~~approximately $1,123, which is expected~~based upon the success of their services with no minimum or maximum spend. During the three and nine months ended September 30, 2021, the Company incurred $400 and $1,200, respectively, in expenses related to ~~be fully recognized as of the first quarter of 2022.~~this transaction. As of ~~June~~September 30, 2021, ~~$659~~$700 was due to the ~~affiliate.~~

In May 2021, a Partner Firm of the Company entered into an arrangement with a certain Stagwell affiliate to perform website design and development services. Under the arrangement, the Partner Firm is expected to pay the Stagwell affiliate approximately $708, which is expected to be fully recognized as of December 2021. As of June 30, 2021, $0 was due to the affiliate.vendor.

~~The Company~~In October 2020, a Brand entered into ~~an agreement commencing on January 1, 2020~~a continuous arrangement to ~~sublease office space through July 2021~~provide marketing services to a ~~company whose chairman is a member~~client in which one of the ~~Company’s Board of Directors. As of June~~Brands's partners holds a key leadership position. During the three and nine months ended September 30, 2021, the ~~total future rental income~~Company recognized $500 and $5,100, respectively, in revenue related to ~~the sublease is approximately $8.~~this transaction. As of September 30, 2021, no receivables remained outstanding related to this arrangement.

In June 2021, a ~~Partner Firm~~Brand entered into a continuous arrangement to provide marketing services to a client in which one of Brand's partners has an ownership interest. During the three and nine months ended September 30, 2021, the Company recognized $1,300 and $2,700, respectively, in revenue related to this transaction. As of September 30, 2021, $2,200 was due from the client.

In December 2018, a Brand entered into a continuous arrangement to provide marketing services to a client in which a family member of one of the Brand's partners holds an executive leadership position. During the three and nine months ended September 30, 2021, the Company recognized $100 and $200, respectively, in revenue related to this transaction. As of September 30, 2021, $200 was due from the client.

In March 2019, a Brand of the Company, entered into ~~an arrangement to perform media planning, buying~~a loan agreement with a third-party who holds a minority interest in the Brand. The loan receivable of $3,800 and reporting services to an organization whose Chief Executive Officer is the wife of the Chief Executive Officer and Chairman of the Company. Under the arrangement, the Partner Firm is expected to receive from the organization approximately $884, which is expected to be fully recognized as of July 2021. As of June 30, 2021, $0 was$3,400 due from the ~~affiliate.~~ third-party is included within Other current assets in the Company's Unaudited Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020, respectively. The Company recognized $200 and $300 of interest income within interest expense, net on its Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021, respectively.

The Stagwell Group LLC, the registered investment advisor of Stagwell Media, engaged certain of its Brands to provide services for the Stagwell Group for interagency customers. The Company recorded $100 and $1,200 of related party revenue for the three and nine months ended September 30, 2020, respectively, and nil and $200 of cost of service paid to the Stagwell Group for the three and nine months ended September 30, 2020, respectively, in connection with such services. The Company did not recognize any related party revenue or cost of services paid to the Stagwell Group for the three and nine months ended September 30, 2021.

Stagwell Media made noncash investments in the Company of $300 and nil, during the three months ended September 30, 2021 and 2020, respectively, and $12,400 and $83,200, during the nine months ended September 30, 2021 and 2020, respectively. Additionally, during the three and nine months ended September 30, 2021, the Company made cash investments of $1,600

On March 11, 2021, Stagwell Media received a Noncash distribution of $13,000 for the transfer of the Company’s ownership in the Finn Partners Preferred shares.

Additionally, the Company made cash distributions to Stagwell Media of $165,700 and $4,700 for the three months ended September 30, 2021 and 2020, respectively, and $191,900 and $98,600 for the nine months ended September 30, 2021 and 2020, respectively.

~~14.~~17. 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 ~~(loss) attributable~~excluding non-operating income or expense to ~~MDC Partners Inc. common shareholders’ plus or minus non-operating items to~~achieve operating income, ~~(loss),~~ plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, ~~distributions from non-consolidated affiliates~~ and other items, net. Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates, less contributions to date, plus undistributed earnings (losses).items. Other items ~~net includes items such as merger related~~include restructuring costs, ~~severance~~acquisition-related expenses, and ~~other restructuring expenses~~, ~~including costs for leases that will either be terminated or sublet in connection with the centralization of our New York real estate portfolio.~~non-recurring items.

The Company has 3 reportable segments ~~that result from applying the aggregation criteria are~~ as follows: “Integrated ~~Networks - Group A,~~Agencies Network,” ~~“Integrated Networks - Group B”~~“Media Network” and the ~~“Media & Data~~“Communications Network.” In addition, the Company combines and discloses operating segments that do not meet the

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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 to the Unaudited Condensed Consolidated Financial Statements included ~~herein and Note 2 of the Company’s 2020 Form 10-K.~~

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herein.

•The Integrated ~~Networks - Group A~~Agencies Network reportable segment is comprised of Constellation (72andSunny, Crispin Porter Bogusky, Instrument, Team Enterprises, Harris, and Redscout brands), the Anomaly Alliance (Anomaly, Concentric, ~~Partners,~~ Hunter, Mono, ~~Y Media Labs)~~YML and Scout brands), the Doner Partner Network (Doner, 6 Degrees, KWT Global, Union, Bruce Mau Design, Vitro, Harris X, Northstar, Veritas and Yamamoto brands) and the Code & Theory Network (Code & Theory, Forsman & Bodenfors, National Research Group, Observatory, Hello Design, and Colle McVoy brands) operating segments.

•The Integrated Agencies Networks ~~- Group B~~ ~~reportable segment is comprised of the Constellation (72andSunny, CPB, Instrument and Redscout) and Doner Partner Network (6degrees, Doner, KWT, Union, Veritas and Yamamoto) operating segments.~~

~~The operating segments aggregated within the Integrated Networks - Group A and B reportable segments~~ provide a range of services for their clients, primarily including strategy, creative and production for advertising campaigns across a variety of platforms ~~(print, digital,~~(digital, social media, television ~~broadcast)~~broadcast and print) as well as public relations and communications services, experiential, social media and influencer marketing. 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 compete with each other for new business and from time to time have business move between them. While the operating segments are similar in nature, the distinction between the Integrated Networks - Group A and B is the aggregation of operating segments that have the most similar historical and expected average long-term profitability.

•The Media ~~& Data~~ Network reportable segment is comprised of a single operating segment that combines media buying and planning across a range of platforms (out-of-home, paid search, social media, lead generation, programmatic, television broadcast) with technology and data ~~capabilities.~~ capabilities and includes the Assembly, GALE, MMI Agency, Ink, Multiview, and Kenna brands.

•The ~~Media~~Communications Network reportable segment is comprised of a single operating segment that provides advocacy, corporate communications, public relations and other services and includes SKDK, Allison & ~~Data Network includes Gale~~ Partners, ~~Kenna, MDC Media~~ and ~~Northstar.~~Targeted Victory brands.

•All Other consists of the Company’s ~~remaining operating segments that provide a range of services including advertising, public relations~~our central innovations group, Reputation Defender (sold in September 2021) and ~~marketing communication services, but generally do not have similar services offerings or financial characteristics~~infancy stage digital products such as ~~those aggregated in the reportable segments. The All Other category includes Allison & Partners, Bruce Mau, Forsman & Bodenfors, Hello, Team and Vitro.~~Prophet.

•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.

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Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Revenue: (Dollars in Thousands)
Integrated Networks - Group A $ 117,984 $ 82,735 $ 220,370 $ 173,356
Integrated Networks - Group B 123,486 93,398 234,637 211,105
Media & Data Network 37,517 28,551 74,300 69,609
All Other 66,618 54,993 123,883 133,349
Total $ 345,605 $ 259,677 $ 653,190 $ 587,419
Adjusted EBITDA:
Integrated Networks - Group A $ 27,250 $ 17,206 $ 49,712 $ 33,507
Integrated Networks - Group B 26,544 16,387 52,413 33,523
Media & Data Network 6,895 892 11,976 2,679
All Other 8,231 6,884 14,273 16,788
Corporate (8,640) (5,208) (16,160) (10,770)
Total Adjusted EBITDA $ 60,280 $ 36,161 $ 112,214 $ 75,727
Depreciation and amortization $ (8,005) $ (8,898) $ (16,181) $ (18,104)
Impairment and other losses 0 (18,840) (875) (19,001)
Stock-based compensation (6,938) (1,039) (4,975) (4,109)
Deferred acquisition consideration (5,612) (2,312) (17,297) 2,288
Distributions from non-consolidated affiliates (463) (1,079) (472) (1,065)
Other items, net (6,619) (3,895) (12,104) (6,311)
Total Operating Income $ 32,643 $ 98 $ 60,310 $ 29,425
Other Income (expenses):
Interest expense and finance charges, net $ (19,512) $ (15,942) $ (38,577) $ (31,553)
Foreign exchange gain (loss) 1,902 5,342 3,982 (9,415)
Other, net 842 5,883 1,456 22,217
Income (loss) before income taxes and equity in earnings of non-consolidated affiliates 15,875 (4,619) 27,171 10,674
Income tax expense (benefit) 1,387 (7,923) 2,689 5,577
Income before equity in earnings of non-consolidated affiliates 14,488 3,304 24,482 5,097
Equity in losses of non-consolidated affiliates (151) (798) (644) (798)
Net income 14,337 2,506 23,838 4,299
Net income attributable to the noncontrolling interest (8,231) (3,101) (12,722) (3,892)
Net income (loss) attributable to MDC Partners Inc. 6,106 (595) 11,116 407
Accretion on and net income allocated to convertible preference shares (4,451) (3,509) (8,540) (6,949)
Net income (loss) attributable to MDC Partners Inc. common shareholders $ 1,655 $ (4,104) $ 2,576 $ (6,542)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenue:	(Dollars in Thousands)


Integrated Agencies Network	$	288,479	$	55,293	$	441,229	$	163,540



Media Network	103,418		60,777		235,539		185,714



Communications Network	67,348		106,909		157,794		210,100




All Other	$	7,389	$	5,118	$	22,874	$	15,616
Total Revenue	$	466,634	$	228,097	$	857,436	$	574,970








Adjusted EBITDA:
Integrated Agencies Network	$	68,356	$	11,270	$	100,960	$	28,913
Media Network	15,371		8,131		29,789		14,993
Communications Network	10,312		20,231		28,302		39,139
All Other	419		(193)		(1,316)		(749)
Corporate	(6,940)		(2,316)		(7,656)		(3,325)
Total Adjusted EBITDA	$	87,518	$	37,123	$	150,079	$	78,971

Depreciation and amortization	$	(24,790)	$	(9,974)	$	(46,122)	$	(29,838)
Impairment and other losses	(14,926)		—		(14,926)		—
Stock-based compensation	(53,465)		—		(53,465)		—
Deferred acquisition consideration	(3,422)		(149)		(9,456)		(1,270)
Other items, net	(10,549)		(554)		(15,298)		(2,976)
Total Operating Income (Loss)	$	(19,634)	$	26,446	$	10,812	$	44,887

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											Three Months Ended September 30,				Nine Months Ended September 30,
											2021		2020		2021		2020
											(Dollars in Thousands)
Other Income (expenses):										Other Income (expenses):
Interest expense, net										Interest expense, net	$	(11,912)	$	(1,778)	$	(15,197)	$	(4,665)
Foreign exchange, net										Foreign exchange, net	(893)		(856)		(1,955)		794
Gain on sale of business and other, net										Gain on sale of business and other, net	45,621		263		46,806		948
Income before income taxes and equity in earnings of non-consolidated affiliates										Income before income taxes and equity in earnings of non-consolidated affiliates	13,182		24,075		40,466		41,964
Income tax expense										Income tax expense	5,183		2,618		9,205		3,211
Income before equity in earnings of non-consolidated affiliates										Income before equity in earnings of non-consolidated affiliates	7,999		21,457		31,261		38,753
Equity in losses (income) of non-consolidated affiliates										Equity in losses (income) of non-consolidated affiliates	(76)		(35)		(75)		7
Net income										Net income	7,923		21,422		31,186		38,760
Net income attributable to noncontrolling and redeemable noncontrolling interests										Net income attributable to noncontrolling and redeemable noncontrolling interests	(9,994)		(3,614)		(10,987)		(4,636)
Net income (loss) attributable to Stagwell Inc. common shareholders										Net income (loss) attributable to Stagwell Inc. common shareholders	$	(2,071)	$	17,808	$	20,199	$	34,124

		Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020
Depreciation and amortization:	Depreciation and amortization:	(Dollars in Thousands)								Depreciation and amortization:
Integrated Networks - Group A		$	1,322	$	1,566	$	2,616	$	3,307
Integrated Networks - Group B		3,589		4,387		7,246		8,913
Media & Data Network		457		807		929		1,615
Integrated Agencies Network										Integrated Agencies Network	$	14,396	$	2,292	$	19,816	$	6,715
Media Network										Media Network	6,597		4,903		17,041		14,751
Communications Network										Communications Network	2,110		1,455		5,087		4,210
All Other	All Other	1,452		1,902		2,989		3,801		All Other	493		815		2,013		2,696
Corporate	Corporate	1,185		236		2,401		468		Corporate	1,194		509		2,165		1,466
Total	Total	$	8,005	$	8,898	$	16,181	$	18,104	Total	$	24,790	$	9,974	$	46,122	$	29,838

Stock-based compensation:	Stock-based compensation:									Stock-based compensation:
Integrated Networks - Group A		$	4,756	$	(105)	$	1,128	$	1,856
Integrated Networks - Group B		1,384		746		2,337		1,646
Media & Data Network		63		4		84		(9)
Integrated Agencies Network										Integrated Agencies Network	$	32,443	$	—	$	32,443	$	—
Media Network										Media Network	2,608		—		2,608		—
Communications Network										Communications Network	15,384		—		15,384		—
All Other	All Other	181		118		242		198		All Other	16		—		16		—
Corporate	Corporate	554		276		1,184		418		Corporate	3,014		—		3,014		—
Total	Total	$	6,938	$	1,039	$	4,975	$	4,109	Total	$	53,465	$	—	$	53,465	$	—

Capital expenditures:
Integrated Networks - Group A		$	655	$	208	$	930	$	566
Integrated Networks - Group B		271		(272)		484		205
Media & Data Network		431		112		495		197
All Other		188		132		322		456
Corporate		22		1,963		(148)		2,265
Total		$	1,567	$	2,143	$	2,083	$	3,689

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 35 of the Notes ~~to the Unaudited Condensed Consolidated Financial Statements~~ included herein for a summary of the Company’s revenue by geographic region for the three and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Unless otherwise indicated, references~~The following discussion and analysis are based on and should be read in conjunction with our unaudited condensed consolidated financial statements and the notes related thereto included elsewhere in this Current Report on Form 10-Q. The following discussion and analysis contains forward-looking statements and should be read in conjunction with the disclosures and information contained and referenced under the captions “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” in this Quarterly Report on Form 10-Q (this “Form 10-Q”). The following discussion and analysis also includes a discussion of certain non-GAAP financial measures. A description of the non-GAAP measures discussed in this section and reconciliations to the comparable GAAP measures are below.

In this section, the terms “Stagwell,” “we,” “us,” “our” and the “Company” refer (i) with respect to events occurring or ~~“MDC” mean MDC Partners~~periods ending before August 2, 2021, to Stagwell Marketing Group LLC and its direct and indirect subsidiaries and (ii) with respect to events occurring or periods ending on or after August 2, 2021, to Stagwell Inc. and its ~~subsidiaries,~~direct and ~~references~~indirect subsidiaries.

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References to a “fiscal year” mean the Company’s year commencing on January 1 of that year and ending December 31 of that year (e.g., fiscal 2021 means the period beginning January 1, 2021, and ending December 31, 2021). ~~Stagwell Inc. is the successor SEC registrant to MDC Partners Inc.~~ As the information provided throughout this report is historical, it primarily reflects information about the Company as of June 30, 2021, without giving effect to the Transactions or the Stagwell Entities.

The Company reports its financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In addition, the Company has included non-GAAP financial measures and ratios, which management uses to operate the business, which it believes provide useful supplemental information to both management and readers of this report in making period-to-period comparisons in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by GAAP and should not be construed as an alternative to other titled measures determined in accordance with GAAP. The non-GAAP measures included are “organic revenue growth” or “organic revenue decline” and “Adjusted EBITDA.”

Organic revenue growth or organic revenue decline refer to the positive or negative results, respectively, of subtracting both the foreign exchange and acquisition (disposition) components from total revenue growth. The acquisition (disposition) component is calculated by aggregating the prior period revenue for any acquired businesses, less the prior period revenue of any businesses that were disposed of in the current period. The organic revenue growth (decline) component reflects the constant currency impact (a) of the change in revenue of the Partner Firms which the Company has held throughout each of the comparable periods presented and (b) “non-GAAP acquisitions (dispositions), net.” Non-GAAP acquisitions (dispositions), net

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consists of (i) for acquisitions during the current year, the revenue effect from such acquisition as if the acquisition had been owned during the equivalent period in the prior year and (ii) for acquisitions during the previous year, the revenue effect from such acquisitions as if they had been owned during that entire year or same period as the current reportable period, taking into account their respective pre-acquisition revenues for the applicable periods and (iii) for dispositions, the revenue effect from such dispositions as if they had been disposed of during the equivalent period in the prior year. The Company believes that isolating the impact of acquisition activity and foreign currency impacts is an important and informative component to understand the overall change in the Company’s consolidated revenue. The change in the consolidated revenue that remains after these adjustments illustrates the underlying financial performance of the Company’s businesses. Specifically, it represents the impact of the Company’s management oversight, investments and resources dedicated to supporting the businesses’ growth strategy and operations. In addition, it reflects the network benefit of inclusion in the broader portfolio of firms that includes, but is not limited to, cross-selling and sharing of best practices. This approach isolates changes in performance of the business that take place under the Company’s stewardship, whether favorable or unfavorable, and thereby reflects the potential benefits and risks associated with owning and managing a talent-driven services business.

Accordingly, during the first twelve months of ownership by the Company, the organic growth measure may credit the Company with growth from an acquired business that is dependent on work performed prior to the acquisition date, and may include the impact of prior work in progress, existing contracts and backlog of the acquired businesses. It is the presumption of the Company that positive developments that may have taken place at an acquired business during the period preceding the acquisition will continue to result in value creation in the post-acquisition period.

While the Company believes that the methodology used in the calculation of organic revenue change is entirely consistent with our closest U.S. competitors, the calculations may not be comparable to similarly titled measures presented by other publicly traded companies in other industries. Additional information regarding the Company’s acquisition activity as it relates to potential revenue growth is provided in this Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Certain Factors Affecting our Business.”

Adjusted EBITDA is defined as Net income (loss) attributable to MDC Partners Inc. common shareholders plus or minus non-operating items to operating income (loss) plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items, net. Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates less contributions to date plus undistributed earnings (losses). Other items includes items such as merger related costs, severance and restructuring expenses, ~~including costs for leases that will either be terminated or sublet in connection with the centralization of our New York real estate portfolio.~~

The following discussion focuses on the operating performance of the Company for the three and six months ended June 30, 2021 and 2020 and the financial condition of the Company as of June 30, 2021. This analysis should be read in conjunction with the interim Unaudited Condensed Consolidated Financial Statements presented in this interim report and the annual Audited Consolidated Financial Statements and Management’s Discussion and Analysis presented in the 2020 Form 10-K.

Direct costs represent billable or non-billable internal and third-party expenses that are directly tied to providing services to our clients where we are principal in the arrangement. Direct costs exclude staff costs, which are presented separately.

All amounts are in dollars unless otherwise stated. Amounts reported in millions herein are computed based on the amounts in thousands. As a result, the sum of the components, and related calculations, reported in millions may not equal the total amounts due to rounding.

~~The percentage changes included in the tables herein Item 2 that are not considered meaningful are presented as “NM.”~~

~~Recent Developments~~

On December 21, 2020, MDC and Stagwell entered into a definitive transaction agreement (as amended on June 4, 2021 and as of July 8, 2021, the “Transaction Agreement”) providing for the combination of MDC with the subsidiaries of Stagwell that own and operate a portfolio of marketing services companies (the “Stagwell Entities”). The combination and related transactions, including the domestication of MDC to a Delaware corporation, are referred to as the “Transactions.” See “Item 1. Business – Recent Developments” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 16, 2021, for a description of the Transactions.

On July 26, 2021, the Company’s shareholders approved the combination and on August 2, 2021 (the effective date), the combined company began to conduct business as Stagwell Inc. On August 3, 2021, Stagwell Inc. began to trade on the NASDAQ Stock Exchange under the ticker symbol STGW.

On July 26, 2021, the Company sent a notice of redemption to the bondholders of its Senior Notes. The redemption date is scheduled for August 20, 2021 at a redemption price equal to 101.625% of the outstanding principal amount of the Senior Notes being redeemed (the “Redemption Price”), plus, accrued and unpaid interest on the principal amount of such Senior Notes (the

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“Redemption Payment”). The Redemption Payment is approximately $904 million, consisting of the Redemption Price of approximately $884 million (principal of $870 million and a premium of $14 million) and accrued and unpaid interest of approximately $20 million.

~~On August 2, 2021, the Company repaid the total amount outstanding and terminated its revolving credit facility due February 3, 2022.~~

The redemption of the Senior Notes and the termination of the revolving credit facility were initiated in connection with the closing of the combination and the plan to refinance the liquidity position of the combined company.

Executive Summary

Business Combination

On August 2, 2021 (the “Closing Date”), we completed the previously announced combination of MDC and the Stagwell Subject Entities and a series of steps and related transactions (such combination transactions, the “Transactions”). In connection with the Transactions, among other things, (i) MDC completed a series of transactions pursuant to which it emerged as a wholly owned subsidiary of the Company, converted into a Delaware limited liability company and changed its name to Midas OpCo Holdings LLC (“OpCo”); (ii) Stagwell Media contributed the equity interests of Stagwell Marketing and its direct and indirect subsidiaries to OpCo; and (iii) the Company converted into a Delaware corporation, succeeded MDC as the publicly-traded company and changed its name to Stagwell Inc.

The Transactions were treated as a reverse acquisition for financial reporting purposes, with MDC treated as the legal acquirer and Stagwell Marketing treated as the accounting acquirer. As a result of the Transactions and the change in our business and operations, under applicable accounting principles, the historical financial results of Stagwell Marketing prior to August 2, 2021 are considered our historical financial results. Accordingly, historical information presented in this Form 10-Q for events occurring or periods ending before August 2, 2021 does not reflect the impact of the Transactions and may not be comparable with historical information for events occurring or periods ending on or after August 2, 2021, which do not include the financial results of MDC. See Note 4 of the Unaudited Condensed Consolidated Financial Statements for additional information in connection with the Transaction.

Overview

Stagwell conducts its business through its networks, 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. Stagwell’s differentiation lies in its creative roots and proven entrepreneurial leaders, which together with innovations in technology and data, bring transformational marketing, activation, communications and strategic consulting services to clients. Stagwell leverages its range of services in an integrated manner, offering strategic, creative and innovative solutions that are technologically forward and media-agnostic. The Company’s work is designed to challenge the industry status quo, realize outsized returns on investment, and drive transformative growth and business ~~improved in~~performance for its clients and stakeholders.

Stagwell manages its business by monitoring several financial and non-financial performance indicators. The key indicators that we focus on are revenue, operating expenses, capital expenditures and non-GAAP measures described below. Revenue growth is analyzed by reviewing a mix of measurements, including (i) growth by major geographic location, (ii) growth by client industry vertical, (iii) growth from existing clients and the ~~second quarter~~addition of ~~2021 compared~~new clients, (iv) growth by primary discipline, (v) growth from currency changes, and (vi) growth from acquisitions. In addition to monitoring the foregoing financial indicators, the Company assesses and monitors several non-financial performance indicators relating to the ~~second quarter~~business performance of ~~2020, primarily from~~our networks. These indicators may include a networks recent new client win/loss record; the ~~recovery from~~depth and scope of a pipeline of potential new client account activity; the ~~COVID-19 pandemic. Although~~overall quality of the ~~pandemic did not begin~~services provided to ~~impact the Company’s operations in the first quarter of 2020, it did havea significant impacton the Company’s operations in the second quarter of 2020. Therefore, the quarterly period-over-period comparisons reflects the recovery in the second quarter of 2021~~clients; and the ~~negative impact~~relative strength of the Network's next generation team that is in place as part of a potential succession plan to succeed the ~~second quarter of 2020.~~current senior executive team.

While a recovery from the COVID-19 pandemic is underway, economic conditions will be volatile as long as COVID-19 remains a public health threat. The Company continues to monitor developments, We will continue to monitor the worldwide public health threat, government actions to combat COVID-19 and the impact such developments may have on the overall economy, our clients and operations. If the impact of the pandemic continues to go beyond expectations, the Company believes it is well positioned through the actions implemented at the onset of the pandemic to successfully work through the effects of COVID-19 on our business. The impact of the pandemic and the corresponding actions are reflected in our judgments, assumptions and estimates in the preparation of the financial statements. The judgments, assumptions and estimates will be updated and could result in different results in the future depending on the continued impact of the COVID-19 pandemic.

~~MDC conducts its business through its network~~

Table of ~~Partner Firms,~~Contents

Recent Developments

On October 1, 2021 (the "closing date"), the Company entered into an agreement to purchase the remaining 26.7% interest in Targeted Victory it did not previously own for a combination of cash and Class A Common shares, up to 50% with certain exceptions, determined at the option of the Company. The agreement provides for the purchase of half of the remaining interest on the closing date and the other half on July 31, 2023 ("second purchase"). The total purchase price, which ~~provide marketing~~is capped at $135 million with certain exceptions, is based on a formula taking a multiple of the two-year average of earnings that includes the year of and ~~business solutions that realize~~ the ~~potential~~year subsequent to the year of ~~combining data and creativity. MDC’s strategy is~~the purchase. The seller has the option to ~~build, grow and acquire market-leading businesses that deliver~~extend the ~~modern suite of services that marketers need to thrive~~measurement period for two years in ~~a rapidly evolving business environment. MDC’s differentiation lies in its best-in-class creative roots and proven entrepreneurial leaders, which together~~connection with innovations in technology and data, bring transformational marketing, activation, communications and strategic consulting services to clients. MDC leverages its range of services in an integrated manner, offering strategic, creative and innovative solutions that are technologically forward and media-agnostic. The Company’s work is designed to challenge the ~~industry status quo, realize outsized returns on investment, and drive transformative growth and business performance for its clients and stakeholders.~~second purchase.

~~MDC manages~~On September 23, 2021, the Company provided notices of conversion to each holder of record of each of the Company’s Series 6 and Series 8 Preferred Stock. See Note 12 of the Unaudited Condensed Consolidated Financial Statements for additional information in connection with the conversion of the Preferred Stock to Class A Common Shares.

Significant Factors Affecting our Business and Results of Operations

The most significant factors affecting our business and results of operations include national, regional, and local economic conditions, our clients’ profitability, mergers and acquisitions of our clients, changes in top management of our clients and our ability to retain and attract key employees. New business wins and client losses occur due to a variety of factors. The two most significant factors are (i) our clients’ desire to change marketing communication firms, and (ii) the digital and data-driven products that our Brands offer. A client may choose to change marketing communication firms for several reasons, such as a change in leadership where new management wants to retain an agency that it may have previously worked with. In addition, if the client is merged or acquired by another company, the marketing communication firm is often changed. Clients also change firms as a result of the firm’s failure to meet marketing performance targets or other expectations in client service delivery.

Seasonality

Historically, we typically generate the highest quarterly revenue during the fourth quarter in each year with a significant increase during the even years. The highest volumes of retail related consumer marketing increase with the back-to-school season through the end of the holiday season. The even years benefit from the U.S. election cycles.

Non-GAAP Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In addition, the Company has included non-GAAP financial measures and ratios, which management uses to operate the business, which it believes provide useful supplemental information to both management and readers of this report in making period-to-period comparisons in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by ~~monitoring several financial~~GAAP and ~~non-financial performance indicators.~~should not be construed as an alternative to other titled measures determined in accordance with GAAP. The ~~key indicators that we focus on are revenues, operating expenses, capital expenditures and~~ non-GAAP measures ~~described above. Revenue~~included are “organic revenue growth or decline” and “Adjusted EBITDA.”

Organic Revenue: “Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of subtracting both the foreign exchange and acquisition (disposition) components from total revenue growth. The acquisition (disposition) component is ~~analyzed~~calculated by ~~reviewing a mix~~aggregating prior period revenue for any acquired businesses, less the prior period revenue of ~~measurements, including (i)~~any businesses that were disposed of during the current period. The organic revenue growth ~~by major geographic location, (ii) growth by client industry vertical, (iii) growth from existing clients and~~(decline) component reflects the ~~addition~~constant currency impact of ~~new clients, (iv) growth by primary discipline, (v) growth from currency changes, and (vi) growth from acquisitions. In addition to monitoring~~(a) the ~~foregoing financial indicators,~~change in revenue of the partner firms that the Company assesses and monitors several non-financial performance indicators relating to the business performance of our Partner Firms. These indicators may include a Partner Firm’s recent new client win/loss record; the depth and scope of a pipeline of potential new client account activity; the overall qualityhas held throughout each of the ~~services provided~~comparable periods presented, and (b) “non-GAAP acquisitions (dispositions), net”. Non-GAAP acquisitions (dispositions), net consists of (i) for acquisitions during the current year, the revenue effect from such acquisition as if the acquisition had been owned during the equivalent period in the prior year and (ii) for acquisitions during the previous year, the revenue effect from such acquisitions as if they had been owned during that entire year (or same period as the current reportable period), taking into account their respective pre-acquisition revenues for the applicable periods, and (iii) for dispositions, the revenue effect from such disposition as if they had been disposed of during the equivalent period in the prior year.

Adjusted EBITDA is defined as Net income (loss) attributable to ~~clients;~~Stagwell Inc. common shareholders excluding non-operating income or expense to achieve operating income (loss), 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.

All amounts are in dollars unless otherwise stated. Amounts reported in millions herein are computed based on the ~~relative strength~~amounts in thousands. As a result, the sum of the ~~Partner Firm’s next generation team~~components, and related calculations, reported in millions may not equal the total amounts due to rounding.

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The percentage changes included in the tables herein Item 2 that ~~is in place~~are not considered meaningful are presented as ~~part of a potential succession plan to succeed the current senior executive team.~~“NM.”

Segments

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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 (loss) attributable to MDC Partners Inc. common shareholders’ plus or minus non-operating items to operating income (loss), plus depreciation and amortization, stock-based compensation, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates and other items, net. Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates, less contributions to date, plus undistributed earnings (losses). Other items, net includes items such as merger related costs, severance and other restructuring expenses, ~~including costs for leases that will either be terminated or sublet in connection with the centralization of our New York real estate portfolio.~~

The Company has three reportable segments ~~that result from applying the aggregation criteria are~~ as follows: “Integrated ~~Networks - Group A,~~Agencies Network,” ~~“Integrated Networks - Group B”~~“Media Network” and the ~~“Media & Data~~“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~~policies. See Note 2 of the Notes to the Unaudited Condensed Consolidated Financial Statements ~~included herein and Note 2 of~~for the ~~Company’s 2020 Form 10-K.~~Company's significant accounting policies.

In addition, ~~MDC~~Stagwell reports its corporate office expenses incurred in connection with the strategic resources provided to the ~~Partner Firms,~~networks, as well as certain other centrally managed expenses that are not fully allocated to the operating segments as ~~Corporate, including interest expense and public company overhead costs.~~Corporate. Corporate provides client and business development support to the ~~Partner Firms~~networks as well as certain strategic resources, including accounting, administrative, financial, real estate, human resource and legal functions.

The following discussion focuses on the operating performance of the Company for the three and nine months ended September 30, 2021 and 2020 and the financial condition of the Company as of September 30, 2021.

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Results of Operations:

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Revenue: (Dollars in Thousands)
Integrated Networks - Group A $ 117,984 $ 82,735 $ 220,370 $ 173,356
Integrated Networks - Group B 123,486 93,398 234,637 211,105
Media & Data Network 37,517 28,551 74,300 69,609
All Other 66,618 54,993 123,883 133,349
Total Revenue $ 345,605 $ 259,677 $ 653,190 $ 587,419
Operating Income (Loss):
Integrated Networks - Group A $ 14,273 $ 14,607 $ 25,723 $ 26,637
Integrated Networks - Group B 21,326 (7,717) 41,236 9,444
Media & Data Network 5,052 46 8,444 663
All Other 6,036 4,985 10,693 12,842
Corporate (14,044) (11,823) (25,786) (20,161)
Total Operating Income $ 32,643 $ 98 $ 60,310 $ 29,425
Other Income (Expenses):
Interest expense and finance charges, net $ (19,512) $ (15,942) $ (38,577) $ (31,553)
Foreign exchange gain (loss) 1,902 5,342 3,982 (9,415)
Other, net 842 5,883 1,456 22,217
Income (loss) before income taxes and equity in earnings of non-consolidated affiliates 15,875 (4,619) 27,171 10,674
Income tax expense (benefit) 1,387 (7,923) 2,689 5,577
Income before equity in earnings of non-consolidated affiliates 14,488 3,304 24,482 5,097
Equity in losses of non-consolidated affiliates (151) (798) (644) (798)
Net income 14,337 2,506 23,838 4,299
Net income attributable to the noncontrolling interest (8,231) (3,101) (12,722) (3,892)
Net income (loss) attributable to MDC Partners Inc. 6,106 (595) 11,116 407
Accretion on and net income allocated to convertible preference shares (4,451) (3,509) (8,540) (6,949)
Net income (loss) attributable to MDC Partners Inc. common shareholders $ 1,655 $ (4,104) $ 2,576 $ (6,542)
Adjusted EBITDA:
Integrated Networks - Group A $ 27,250 $ 17,206 $ 49,712 $ 33,507
Integrated Networks - Group B 26,544 16,387 52,413 33,523
Media & Data Network 6,895 892 11,976 2,679
All Other 8,231 6,884 14,273 16,788
Corporate (8,640) (5,208) (16,160) (10,770)
Total Adjusted EBITDA $ 60,280 $ 36,161 $ 112,214 $ 75,727


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(Dollars in Thousands)
Revenue:
Integrated Agencies Network	$	288,479	$	55,293	$	441,229	$	163,540
Media Network	103,418		60,777		235,539		185,714
Communications Network	67,348		106,909		157,794		210,100
All Other	7,389		5,118		22,874		15,616
Total Revenue	$	466,634	$	228,097	$	857,436	$	574,970

Operating Income (Loss):
Integrated Agencies Network	$	17,173	$	7,909	$	37,838	$	20,403
Media Network	(9,088)		2,957		(5,580)		(1,748)
Communications Network	(6,871)		19,414		7,886		34,420
All Other	(90)		(1,010)		(3,345)		(3,446)
Corporate	(20,758)		(2,824)		(25,987)		(4,742)
Operating Income (loss)	$	(19,634)	$	26,446	$	10,812	$	44,887
Other Income (Expenses):
Interest expense, net	$	(11,912)	$	(1,778)	$	(15,197)	$	(4,665)
Foreign exchange, net	(893)		(856)		(1,955)		794
Gain on sale of business and other, net	45,621		263		46,806		948
Income before income taxes and equity in earnings of non-consolidated affiliates	13,182		24,075		40,466		41,964
Income tax expense	5,183		2,618		9,205		3,211
Income before equity in earnings of non-consolidated affiliates	7,999		21,457		31,261		38,753
Equity in losses (income) of non-consolidated affiliates	(76)		(35)		(75)		7
Net income	7,923		21,422		31,186		38,760
Net income attributable to noncontrolling and redeemable noncontrolling interests	(9,994)		(3,614)		(10,987)		(4,636)
Net income (loss) attributable to Stagwell Inc. common shareholders	(2,071)		17,808		20,199		34,124
Net income allocated to convertible preference shares	—		—		—		—
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(2,071)	$	17,808	$	20,199	$	34,124

Reconciliation to Adjusted EBITDA
Net income (loss) attributable to Stagwell Inc. common shareholders	$	(2,071)	$	17,808	$	20,199	$	34,124
Non-operating items	(17,563)		8,638		(9,387)		10,763
Operating Income (loss)	$	(19,634)	$	26,446	$	10,812	$	44,887
Depreciation and amortization	24,790		9,974		46,122		29,838

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Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Capital expenditures: (Dollars in Thousands)
Integrated Networks - Group A $ 655 $ 208 $ 930 $ 566
Integrated Networks - Group B 271 (272) 484 205
Media & Data Network 431 112 495 197
All Other 188 132 322 456
Corporate 22 1,963 (148) 2,265
Total $ 1,567 $ 2,143 $ 2,083 $ 3,689


Impairment and other losses	14,926		—		14,926		—
Stock-based compensation	53,465		—		9,456		1,270
Deferred acquisition consideration	3,422		149		53,465		—
Total other items, net	10,549		554		15,298		2,976
Adjusted EBITDA	$	87,518	$	37,123	$	150,079	$	78,971

The following tables reconcile Net income (loss) attributable to MDC Partners Inc. common shareholders (GAAP) to Adjusted EBITDA (non-GAAP) for the three and six months ended June 30, 2021 and 2020. The adjustments from Net income (loss) attributable to MDC Partners Inc. common shareholders to Operating income (loss) are detailed in the table above.

Three Months Ended June 30, 2021
Integrated Networks - Group A Integrated Networks - Group B Media & Data Network All Other Corporate Total
(Dollars in Thousands)
Net income attributable to MDC Partners Inc. common shareholders 1,655
Non-operating items 30,988
Operating income (loss) $ 14,273 $ 21,326 $ 5,052 $ 6,036 $ (14,044) $ 32,643
Adjustments:
Depreciation and amortization 1,322 3,589 457 1,452 1,185 8,005
Impairment and other losses — — — — — —
Stock-based compensation 4,756 1,384 63 181 554 6,938
Deferred acquisition consideration 5,382 49 102 79 — 5,612
Distributions from non-consolidated affiliates — — — — 463 463
Other items, net 1,517 196 1,221 483 3,202 6,619
Adjusted EBITDA $ 27,250 $ 26,544 $ 6,895 $ 8,231 $ (8,640) $ 60,280

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Three Months Ended June 30, 2020
Integrated Networks - Group A Integrated Networks - Group B Media & Data Network All Other Corporate Total
(Dollars in Thousands)
Net loss attributable to MDC Partners Inc. common shareholders $ (4,104)
Non-operating items 4,202
Operating income (loss) $ 14,607 $ (7,717) $ 46 $ 4,985 $ (11,823) $ 98
Adjustments:
Depreciation and amortization 1,566 4,387 807 1,902 236 8,898
Impairment and other losses — 17,468 35 208 1,129 18,840
Stock-based compensation (105) 746 4 118 276 1,039
Deferred acquisition consideration 1,138 1,503 — (329) — 2,312
Distributions from non-consolidated affiliates — — — — 1,079 1,079
Other items, net — — — — 3,895 3,895
Adjusted EBITDA $ 17,206 $ 16,387 $ 892 $ 6,884 $ (5,208) $ 36,161

Six Months Ended June 30, 2021
Integrated Networks - Group A Integrated Networks - Group B Media & Data Network All Other Corporate Total
(Dollars in Thousands)
Net income attributable to MDC Partners Inc. common shareholders $ 2,576
Non-operating items 57,734
Operating income (loss) $ 25,723 $ 41,236 $ 8,444 $ 10,693 $ (25,786) $ 60,310
Adjustments:
Depreciation and amortization 2,616 7,246 929 2,989 2,401 16,181
Impairment and other losses — 875 — — — 875
Stock-based compensation 1,128 2,337 84 242 1,184 4,975
Deferred acquisition consideration adjustments 17,206 177 102 (188) — 17,297
Distributions from non-consolidated affiliates — — — — 472 472
Other items, net 3,039 542 2,417 537 5,569 12,104
Adjusted EBITDA $ 49,712 $ 52,413 $ 11,976 $ 14,273 $ (16,160) $ 112,214

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Six Months Ended June 30, 2020
Integrated Networks - Group A Integrated Networks - Group B Media & Data Network All Other Corporate Total
(Dollars in Thousands)
Net loss attributable to MDC Partners Inc. common shareholders $ (6,542)
Non-operating items 35,967
Operating income (loss) $ 26,637 $ 9,444 $ 663 $ 12,842 $ (20,161) $ 29,425
Adjustments:
Depreciation and amortization 3,307 8,913 1,615 3,801 468 18,104
Impairment and other losses — 17,629 35 208 1,129 19,001
Stock-based compensation 1,856 1,646 (9) 198 418 4,109
Deferred acquisition consideration adjustments 1,707 (4,109) 375 (261) — (2,288)
Distributions from non- consolidated affiliates — — — — 1,065 1,065
Other items, net — — — — 6,311 6,311
Adjusted EBITDA $ 33,507 $ 33,523 $ 2,679 $ 16,788 $ (10,770) $ 75,727

~~Certain Factors Affecting Our Business~~

~~See the Executive Summary section of Item 7 of the Company’s 2020 Form 10-K for information regarding certain factors affecting our business.~~

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THREE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2021 COMPARED TO THREE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2020

Consolidated Results of Operations

~~Revenues~~

~~Revenue was $345.6 million~~The components of operating results for the three months ended ~~June 30, 2021 compared to revenue of $259.7 million for the three months ended June 30, 2020.~~

~~The components of the fluctuations in revenues for the three months ended June~~September 30, 2021 compared to the three months ended ~~June~~September 30, 2020 were as follows:

Total United States Canada Other
$ % $ % $ % $ %
(Dollars in Thousands)
June 30, 2020 $ 259,677 $ 210,342 $ 16,609 $ 32,726
Components of revenue change:
Foreign exchange impact 4,593 1.8 % — — % 1,677 10.1 % 2,916 8.9 %
Organic revenue 81,335 31.3 % 67,200 31.9 % 4,706 28.3 % 9,429 28.8 %
Total Change $ 85,928 33.1 % $ 67,200 31.9 % $ 6,383 38.4 % $ 12,345 37.7 %
June 30, 2021 $ 345,605 $ 277,542 $ 22,992 $ 45,071



	Three Months Ended September 30,
	2021		2020			Change
	$			$			$		%
	(Dollars in Thousands)
Revenue:	$	466,634		$	228,097		$	238,537	NM
Operating Expenses:
Cost of services sold	324,782			149,011			175,771		NM
Office and general expenses	121,770			42,666			79,104		NM
Depreciation and amortization	24,790			9,974			14,816		NM
Impairment and other losses	$	14,926		$	—		$	14,926	$	—
	$	486,268		$	201,651		$	284,617	NM
Operating Income (loss)	$	(19,634)		$	26,446		$	(46,080)	NM



	Three Months Ended September 30,
	2021		2020		Change
					$		%
Net Revenue	$	409,328	$	152,860	$	256,468	NM
Billable costs	57,306		75,237		(17,931)		(23.8)	%
Revenue	466,634		228,097		238,537		104.6	%

Billable costs	57,306		75,237		(17,931)		(23.8)	%
Staff costs	270,067		97,744		172,323		NM
Administrative costs	42,799		21,846		20,953		95.9	%
Other, net	8,944		(3,853)		12,797		NM
Adjusted EBITDA	87,518		37,123		50,395		NM

Stock-based compensation	53,465		—		53,465		—	%
Depreciation and amortization	24,790		9,974		14,816		NM
Deferred acquisition consideration	3,422		149		3,273		NM
Impairment and other losses	14,926		—		14,926		—	%
Other items, net	10,549		554		9,995		NM
Operating Income(1)	$	(19,634)	$	26,446	$	(46,080)	NM
(1) See the Results of Operations section above for a reconciliation of Operating Income to Net Income attributable to Stagwell Inc. common shareholders.

Revenue

Revenue was $466.6 millionthree months ended September 30, 2021 and $228.1 million for three months ended September 30, 2020, an increase of $238.5 million.

Net Revenue

The ~~positive foreign exchange impact~~components of ~~$4.6 million, or 1.8%, was attributable~~the fluctuations in net revenue for the three months ended September 30, 2021 compared to the ~~fluctuation~~three months ended September 30, 2020 were as follows:

Table of ~~the U.S. dollar against the Canadian dollar, Swedish Króna, Euro and British Pound.~~Contents


			Net Revenue - Components of Change										Change
	Three Months Ended September 30, 2020		Foreign Currency		Net Acquisitions (Divestitures)		Organic		Total Change		Three Months Ended September 30, 2021		Organic		Total
	(Dollars in Thousands)
Integrated Agencies Network	$	53,044	$	2,129	$	138,896	$	62,163	$	203,188	$	256,232	117.2	%	NM
Media Network	55,602		(1,558)		19,969		25,072		43,483		99,085		45.1	%	78.2	%
Communications Network	39,096		235		12,202		(4,917)		7,520		46,616		(12.6)	%	19.2	%
All Other	5,118		131		1,558		588		2,277		7,395		11.5	%	44.5	%
Total	$	152,860	$	937	$	172,625	$	82,906	$	256,468	$	409,328	54.2	%	NM
Component % change			0.6%		N/M		54.2%		N/M

For the three months ended ~~June~~September 30, 2021, organic net revenue increased ~~$81.3~~$82.9 million, or ~~31.3%~~54.2%, primarily attributable to increased spending ~~by clients~~ in connection with the recovery from the COVID-19 ~~pandemic.~~pandemic and the impact from the acquisition of MDC.

The geographic mix in net revenues for the three months ended ~~June~~September 30, 2021 and 2020 was as follows:


		2021		2020			2021		2020
United States	United States	80.3	%	81.0	%	United States	$	337,814	$	134,831
Canada		6.7	%	6.4	%
United Kingdom						United Kingdom	30,194		13,589
Other	Other	13.0	%	12.6	%	Other	41,320		4,440
							$	409,328	$	152,860

Operating Income (Loss)

Operating ~~income~~loss for the three months ended ~~June~~September 30, 2021 was ~~$32.6~~$19.6 million, compared to operating income of ~~$0.1~~$26.4 million for the three months ended ~~June~~September 30, 2020, representing an increase of ~~$32.5~~$46.1 million, primarily driven by the increase in revenue, ~~partially~~more than offset by ~~the~~an increase in operating ~~expense.~~expenses. The operating ~~income~~loss for the three months ended ~~June~~September 30, ~~2020~~2021 was ~~also~~ impacted by the impairment and other losses of ~~$18.8~~$14.9 million in connection with a write-down of trade names no longer in use and stock-based compensation expense of $53.5 million in connection with the ~~carrying value of goodwill and right-of-use lease assets and related leasehold improvements as compared to no impairment for the same period in 2021.~~merger.

Adjusted EBITDA

Adjusted EBITDA for the three months ended ~~June~~September 30, 2021 was ~~$60.3~~$87.5 million, compared to ~~$36.2~~$37.1 million for the three months ended ~~June~~September 30, 2020, representing an increase of ~~$24.1~~$50.4 million, principally resulting from an increase in revenue, partially offset by higher operating expenses. The acquisition of MDC contributed to higher revenue and expenses.

Gain on Sale of Business and Other, ~~Net~~net

~~Other,~~Gain on sale of business and other, net, for the three months ended ~~June~~September 30, 2021 was income of ~~$0.8~~$45.6 million compared to income of ~~$5.9~~$0.3 million for the three months ended ~~June~~September 30, 2020, ~~when we recognized~~primarily due to the a gain of approximately ~~$7.4~~$43 million ~~related to~~in connection with sale of Reputation Defender in the ~~repurchase~~third quarter of ~~$29.7 million of the Company’s Senior Notes due 2024.~~2021.

Foreign Exchange, ~~Gain (Loss)~~Net

The foreign exchange ~~gain~~loss for the three months ended ~~June~~September 30, 2021 was ~~$1.9~~$0.9 million compared to a ~~gain~~loss of ~~$5.3~~$0.9 million for the three months ended ~~June~~September 30, 2020. ~~The change in foreign exchange~~

Interest Expense, Net

Interest expense, net for the three months ended September 30, 2021 was ~~primarily attributable to the weakening of the Canadian dollar against the U.S. dollar in 2021~~$11.9 million compared to $1.8 million for the ~~prior year period,~~three months ended September 30, 2020, representing an increase of $10.1 million, primarily driven by an increase in debt in connection with ~~a U.S. dollar denominated indebtedness that is an obligation~~the acquisition of ~~our Canadian parent company.~~MDC.

Income Tax Expense

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~~Interest Expense And Finance Charges, Net~~

~~Interest expense and finance charges, net, for the three months ended June 30, 2021 was $19.5 million compared to $15.9 million for the three months ended June 30, 2020, representing~~The Company had an increase of $3.6 million, primarily driven by the impact of a 1% increase in the interest rate of the Company’s Senior Notes and the amortization of consent fees paid to holders of the Senior Notes, both in connection with obtaining consent in December 2020 for the consummation of the Transactions.

~~Income Tax Expense (Benefit)~~

~~Income~~income tax expense for the three months ended ~~June~~September 30, 2021 ~~was $1.4~~of $5.2 million (on a pre-tax income of ~~$15.9~~$13.2 million resulting in an effective tax rate of ~~8.7%~~39.3%) compared to an income tax ~~benefit~~expense of ~~$7.9~~$2.6 million (on pre-tax loss of ~~$4.6~~$24.1 million resulting in an effective tax rate of ~~171.5%~~10.9%) for the three months ended ~~June~~September 30, 2020.

Noncontrolling Interests

The effect of noncontrolling interests for the three months ended ~~June~~September 30, 2021 was ~~$8.2~~$10.0 million compared to ~~$3.1~~$3.6 million for the three months ended ~~June~~September 30, 2020.

Net Income (Loss) Attributable to ~~MDC Partners~~Stagwell Inc. Common Shareholders

As a result of the foregoing, net ~~income~~loss attributable to ~~MDC Partners~~ Stagwell Inc. ~~common~~common shareholders for the three months ended ~~June~~September 30, 2021 was ~~$1.7~~$2.1 million ~~with $0.02 diluted income per share,~~ compared to ~~net loss attributable to MDC Partners Inc. common shareholders~~income of ~~$4.1~~$17.8 million ~~or $0.06 diluted loss per share,~~ for the three months ended ~~June~~September 30, 2020.

Integrated ~~Networks - Group A~~Agencies Network

The ~~change in expenses,~~components of operating ~~income and Adjusted EBITDA as a percentage of revenue in the Integrated Networks - Group A reportable segment~~results for the three months ended ~~June~~September 30, 2021 compared to the three months ended September 30, 2020 were as follows:



	Three Months Ended September 30,
	2021		2020			Change
Integrated Agencies Network	$			$			$		%
	(Dollars in Thousands)
Revenue:	$	288,479		$	55,293		$	233,186	NM
Operating Expenses:
Cost of services sold	203,377			32,034			171,343		NM
Office and general expenses	53,452			13,058			40,394		NM
Depreciation and amortization	14,396			2,292			12,104		NM
Impairment and other losses	$	81		$	—		$	81	—	%
	$	271,306		$	47,384		$	223,922	NM
Operating income	$	17,173		$	7,909		$	9,264	NM


	Three Months Ended September 30,
	2021		2020		Change
					$		%
Net Revenue	$	256,232	$	53,044	$	203,188	NM
Billable costs	32,247		2,249		29,998		NM
GAAP Revenue	288,479		55,293		233,186		NM

Billable costs	32,247		2,249		29,998		NM
Staff costs	162,685		37,481		125,204		NM
Administrative costs	21,448		5,533		15,915		NM
Other, net	3,743		(1,240)		4,983		NM
Adjusted EBITDA	68,356		11,270		57,086		NM

Stock-based compensation	32,443		—		32,443		—	%
Depreciation and amortization	14,396		2,292		12,104		NM
Deferred acquisition consideration	3,422		787		2,635		NM
Impairment and other losses	81		—		81		—	%
Other items, net	841		282		559		NM
Operating Income	$	17,173	$	7,909	$	9,264	NM

Revenue

Table of Contents

Revenue was $288.5 millionthree months ended September 30, 2021 and $55.3 million for three months ended September 30, 2020, ~~was~~an increase of $233.2 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 were as follows:

2021 2020 Change
Integrated Networks - Group A $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Revenue: $ 117,984 $ 82,735 $ 35,249 42.6 %
Operating Expenses:
Cost of services sold 83,811 71.0 % 53,193 64.3 % 30,618 57.6 %
Office and general expenses 18,578 15.7 % 13,369 16.2 % 5,209 39.0 %
Depreciation and amortization 1,322 1.1 % 1,566 1.9 % (244) (15.6) %
$ 103,711 87.9 % $ 68,128 82.3 % $ 35,583 52.2 %
Operating income $ 14,273 12.1 % $ 14,607 17.7 % $ (334) (2.3) %
Adjusted EBITDA $ 27,250 23.1 % $ 17,206 20.8 % $ 10,044 58.4 %


			Net Revenue - Components of Change										Change
	Three Months Ended September 30, 2020		Foreign Currency		Net Acquisitions (Divestitures)		Organic		Total Change		Three Months Ended September 30, 2021		Organic		Total
Integrated Agencies Network	$	53,044	$	2,129	$	138,896	$	62,163	$	203,188	$	256,232	117.2	%	NM
Component % change			4.0%		NM		NM		NM

The increase in organic net revenue was primarily attributable to increased spending by clients in connection with the recovery from the COVID-19 pandemic and the impact from the acquisition of MDC in the ~~second~~third quarter of 2021.

~~The operating income remained flat as the increase in revenue was offset by the increase in operating expenses, as outlined below.~~

~~Table of Contents~~

~~The change in the categories of expenses as a percentage of revenue in the Integrated Networks - Group A reportable segment for the three months ended June 30, 2021 and 2020 was as follows:~~

2021 2020 Change
Integrated Networks - Group A $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Direct costs $ 17,466 14.8 % $ 7,629 9.2 % $ 9,837 NM
Staff costs 63,979 54.2 % 49,045 59.3 % 14,934 30.4 %
Administrative costs 10,806 9.2 % 8,855 10.7 % 1,951 22.0 %
Deferred acquisition consideration 5,382 4.6 % 1,138 1.4 % 4,244 NM
Stock-based compensation 4,756 4.0 % (105) (0.1) % 4,861 NM
Depreciation and amortization 1,322 1.1 % 1,566 1.9 % (244) (15.6) %
Total operating expenses $ 103,711 87.9 % $ 68,128 82.3 % $ 35,583 52.2 %

The increase in ~~direct costs~~expenses was ~~in connection with higher revenues in public relations and digital services in~~driven by the ~~second quarter~~impact from the acquisition of ~~2021.~~

~~The increase in staff and administrative costs was primarily attributable to support the growth in public relations and digital marketing services in the second quarter of 2021.~~

~~The increase in deferred acquisition consideration was primarily attributable to the favorable performance of a Partner Firm achieving incremental contractual targets.~~

MDC. Stock-based compensation expense increased in the ~~second~~third quarter of 2021, driven by ~~an increase in previously projected results~~awards issued in connection with ~~awards tied~~the acquisition of MDC and depreciation and amortization grew due to ~~performance.~~the recognition of amortizable intangible assets in connection with the acquisition of MDC.

Operating income increased $9.3 million as the increase in revenue, more than offset higher operating expenses.

The increase in Adjusted EBITDA was driven by higher revenue, partially offset by higher expenses.

~~Integrated~~ ~~Networks - Group B~~Media Network

The ~~change in expenses,~~components of operating ~~income and Adjusted EBITDA as a percentage of revenue in the Integrated Networks - Group B reportable segment~~results for the three months ended ~~June~~September 30, 2021 compared to the three months ended September 30, 2020 were as follows:


	Three Months Ended September 30,
	2021		2020		Change
Media Network	$		$		$		%
	(Dollars in Thousands)
Revenue:	$	103,418	$	60,777	$	42,641	70.2	%
Operating Expenses:
Cost of services sold	56,994		33,966		23,028		67.8	%
Office and general expenses	34,069		18,951		15,118		79.8	%
Depreciation and amortization	6,597		4,903		1,694		34.6	%
Impairment and other losses	14,846		—		14,846		—	%
	$	112,506	$	57,820	$	54,686	94.6	%
Operating income (loss)	$	(9,088)	$	2,957	$	(12,045)	NM

Table of Contents


	Three Months Ended September 30,
	2021		2020		Change
					$		%
Net Revenue	$	99,085	$	55,602	$	43,483	78.2	%
Billable costs	4,333		5,175		(842)		(16.3)	%
GAAP Revenue	103,418		60,777		42,641		70.2	%

Billable costs	4,333		5,175		(842)		(16.3)	%
Staff costs	66,608		37,196		29,412		79.1	%
Administrative costs	12,589		9,544		3,045		31.9	%
Other, net	4,517		731		3,786		517.9	%
Adjusted EBITDA	15,371		8,131		7,240		89.0	%
Stock-based compensation	2,608		—		2,608		—	%
Depreciation and amortization	6,597		4,903		1,694		34.6	%

Impairment and other losses	14,846		—		14,846		—	%
Other items, net	408		271		137		50.5	%
Operating Income	$	(9,088)	$	2,957	$	(12,045)	NM

Revenue

Revenue was $103.4 millionthree months ended September 30, 2021 and $60.8 million for three months ended September 30, 2020, ~~was~~an increase of $42.6 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 were as follows:

2021 2020 Change
Integrated Networks - Group B $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Revenue: $ 123,486 $ 93,398 $ 30,088 32.2 %
Operating Expenses:
Cost of services sold 73,520 59.5 % 55,282 59.2 % 18,238 33.0 %
Office and general expenses 25,051 20.3 % 23,978 25.7 % 1,073 4.5 %
Depreciation and amortization 3,589 2.9 % 4,387 4.7 % (798) (18.2) %
Impairment and other losses — — % 17,468 18.7 % (17,468) (100.0) %
$ 102,160 82.7 % $ 101,115 108.3 % $ 1,045 1.0 %
Operating income (loss) $ 21,326 17.3 % $ (7,717) (8.3) % $ 29,043 NM
Adjusted EBITDA $ 26,544 21.5 % $ 16,387 17.5 % $ 10,157 62.0 %


			Net Revenue - Components of Change										Change
	Three Months Ended September 30, 2020		Foreign Currency		Net Acquisitions (Divestitures)		Organic		Total Change		Three Months Ended September 30, 2021		Organic		Total
	(Dollars in Thousands)
Media Network	$	55,602	$	(1,558)	$	19,969	$	25,072	$	43,483	$	99,085	45.1	%	78.2	%
Component % change			(2.8)%		35.9%		45.1%		78.2%

The increase in expenses was driven by the impact from the acquisition of MDC and an impairment loss of $14.9 million in connection with a write-down of trade names no longer in use.

The operating loss in the third quarter of 2021 was driven by the impairment of the trade names.

The increase in ~~operating income~~Adjusted EBITDA was ~~attributable to~~driven by higher revenue, partially offset by higher expenses.

Communications Network

The components of operating results for the ~~increase in operating expense.~~three months ended September 30, 2021 compared to the three months ended September 30, 2020 were as follows:

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Table of Contents


	Three Months Ended September 30,
	2021		2020	Change
Communications Network	$			$		$		%
	(Dollars in Thousands)
Revenue:	$	67,348		$	106,909	$	(39,561)	(37.0)	%
Operating Expenses:
Cost of services sold	59,550			81,536		(21,986)		(27.0)	%
Office and general expenses	12,559			4,504		8,055		NM
Depreciation and amortization	2,110			1,455		655		45.0	%
Impairment and other losses	—			$	—	$	—	—	%
	$	74,219		$	87,495	$	(13,276)	(15.2)	%
Operating income	(6,871)			19,414		(26,285)		NM


	Three Months Ended September 30,
	2021		2020		Change
					$		%
Net Revenue	$	46,616	$	39,096	$	7,520	19.2	%
Billable costs	20,732		67,813		(47,081)		(69.4)	%
GAAP Revenue	67,348		106,909		(39,561)		(37.0)	%

Billable costs	20,732		67,813		(47,081)		(69.4)	%
Staff costs	30,071		17,258		12,813		74.2	%
Administrative costs	5,445		1,926		3,519		182.7	%
Other, net	788		(319)		1,107		NM
Adjusted EBITDA	10,312		20,231		(9,919)		(49.0)	%
Stock-based compensation	15,384		—		15,384		—	%
Depreciation and amortization	2,110		1,455		655		45.0	%
Deferred acquisition consideration	—		(638)		638		(100.0)	%

Other items, net	(311)		—		(311)		—	%
Operating Income	$	(6,871)	$	19,414	$	(26,285)	NM

Revenue

Revenue was $67.3 millionthree months ended September 30, 2021 and $106.9 million for three months ended September 30, 2020, a decrease of $39.6 million.

Net Revenue

The components of the fluctuations in net revenue for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 were as follows:


			Net Revenue - Components of Change										Change
	Three Months Ended September 30, 2020		Foreign Currency		Net Acquisitions (Divestitures)		Organic		Total Change		Three Months Ended September 30, 2021		Organic		Total
	(Dollars in Thousands)
Communications Network	$	39,096	$	235	$	12,202	$	(4,917)	$	7,520	$	46,616	(12.6)	%	19.2	%
Component % change			0.6%		31.2%		(12.6)%		19.2%

The decline in organic net revenue was attributable to lower advocacy business compared to the prior year period that included higher levels of business in connection with the 2020 elections.

Table of Contents

The ~~change~~increase in expenses was driven by higher staff costs from the impact of the acquisition of MDC and stock-based compensation expense in the ~~categories~~third quarter of ~~expenses as a percentage~~2021, driven by awards issued in connection with the acquisition of ~~revenue~~MDC.

The operating loss in the ~~Integrated Networks - Group B reportable segment~~third quarter of 2021 was driven by stock-based compensation expense.

Adjusted EBITDA was lower in the third quarter of 2021 driven by higher net revenue, more than offset by higher expenses.

All Other

The components of operating results for the three months ended ~~June~~September 30, 2021 compared to the three months ended September 30, 2020 were as follows:


	Three Months Ended September 30,
	2021		2020		Change
All Other	$		$		$		%
	(Dollars in Thousands)
Revenue:	$	7,389	$	5,118	$	2,271	44.4	%
Operating Expenses:
Cost of services sold	3,286		1,388		1,898		NM
Office and general expenses	3,701		3,925		(224)		(5.7)	%
Depreciation and amortization	493		815		(322)		(39.5)	%
Impairment and other losses	$	(1)	$	—	$	(1)	—	%
	$	7,479	$	6,128	$	1,351	22.0	%
Operating income	$	(90)	$	(1,010)	$	920	(91.1)	%


	Three Months Ended September 30,
	2021		2020		Change
					$		%
Net Revenue	$	7,395	$	5,118	$	2,277	44.5	%
Billable costs	(6)		—		(6)		—	%
GAAP Revenue	7,389		5,118		2,271		44.5	%

Billable costs	(6)		—		(6)		—	%
Staff costs	5,211		5,282		(71)		(1.3)	%
Administrative costs	2,101		3,054		(953)		(31.2)	%
Other, net	(336)		(3,025)		2,689		88.9	%
Adjusted EBITDA	419		(193)		612		NM
Stock-based compensation	16		—		16		—	%
Depreciation and amortization	493		815		(322)		(39.5)	%

Impairment	(1)		—		(1)		—	%
Other items, net	1		2		(1)		(100.0)	%
Operating Income	$	(90)	$	(1,010)	$	920	91.1	%

Revenue

Revenue was $7.4 millionthree months ended September 30, 2021 and $5.1 million for three months ended September 30, 2020, ~~was as follows:~~an increase of $2.3 million.

2021 2020 Change
Integrated Networks - Group B $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Direct costs $ 13,870 11.2 % $ 7,661 8.2 % $ 6,209 81.0 %
Staff costs 71,028 57.5 % 58,614 62.8 % 12,414 21.2 %
Administrative costs 12,240 9.9 % 10,736 11.5 % 1,504 14.0 %
Deferred acquisition consideration 49 — % 1,503 1.6 % (1,454) (96.7) %
Stock-based compensation 1,384 1.1 % 746 0.8 % 638 85.5 %
Depreciation and amortization 3,589 2.9 % 4,387 4.7 % (798) (18.2) %
Impairment and other losses — — % 17,468 18.7 % (17,468) (100.0) %
Total operating expenses $ 102,160 82.7 % $ 101,115 108.3 % $ 1,045 1.0 %

~~Direct costs increased in connection with the increase in revenue as discussed above.~~Net Revenue

The ~~increase~~components of the fluctuations in ~~staff and administrative costs was primarily attributable to support the growth in revenues in the second quarter of 2021.~~

~~The decrease in deferred acquisition consideration was primarily attributable to the payment of deferred acquisition liability in 2021.~~

~~The impairment and other losses~~net revenue for the three months ended ~~June~~September 30, 2021 ~~was attributable~~compared to ~~impairment and other losses of $18.8 million in connection with a write-down of the carrying value of goodwill and right-of-use lease assets and related leasehold improvements.~~

~~The increase in Adjusted EBITDA was for the same reasons as the change in operating income.~~

~~Media & Data Network~~

~~The change in expenses, operating income and Adjusted EBITDA as a percentage of revenue in the Media & Data Network reportable segment for~~ the three months ended ~~June~~September 30, ~~2021 and~~ 2020 ~~was~~were as follows:

2021 2020 Change
Media & Data Network $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Revenue: $ 37,517 $ 28,551 $ 8,966 31.4 %
Operating Expenses:
Cost of services sold 23,290 62.1 % 20,882 73.1 % 2,408 11.5 %
Office and general expenses 8,718 23.2 % 6,781 23.8 % 1,937 28.6 %
Depreciation and amortization 457 1.2 % 807 2.8 % (350) (43.4) %
Impairment and other losses — — % $ 35 0.1 % $ (35) (100.0) %
$ 32,465 86.5 % $ 28,505 99.8 % $ 3,960 13.9 %
Operating income 5,052 13.5 % 46 0.2 % 5,006 NM
Adjusted EBITDA $ 6,895 18.4 % $ 892 3.1 % $ 6,003 NM

~~The increase in revenue was primarily attributable to higher spending by clients in connection with the recovery from the COVID-19 pandemic.~~

~~The increase in operating income was attributable to higher revenue, partially offset by the increase in operating expense.~~

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			Net Revenue - Components of Change														Change
	Three Months Ended September 30, 2020		Foreign Currency			Net Acquisitions (Divestitures)			Organic			Total Change			Three Months Ended September 30, 2021		Organic		Total
	(Dollars in Thousands)
All Other	$	5,118	$	131		$	1,558		$	588		$	2,277		$	7,395	11.5	%	44.5	%
Component % change			2.6		%	30.4		%	11.5		%	44.5		%

The ~~change~~increase in organic net revenue was attributable to higher levels of business at the ~~categories~~central innovations group.

The increase in revenue was more than offset by higher expenses resulting in an operating loss in both periods.

Corporate

The components of ~~expenses as a percentage of revenue in the Media & Data Network reportable segment~~operating results for the three months ended ~~June~~September 30, 2021 ~~and~~compared to the three months ended September 30, 2020 ~~was~~were as follows:


															Three Months Ended September 30,
		2021				2020				Change					2021		2020		Change
Media & Data Network		$		% of Revenue		$		% of Revenue		$		%
		(Dollars in Thousands)																	$		%
Direct costs		$	3,761	10.0	%	$	6,556	23.0	%	$	(2,795)	(42.6)	%

Total Direct Costs														Total Direct Costs	$	—	$	—	$	—	—	%
Staff costs	Staff costs	22,273		59.4	%	16,713		58.5	%	5,560		33.3	%	Staff costs	$	5,492	$	527	$	4,965	NM
Administrative costs	Administrative costs	5,809		15.5	%	4,390		15.4	%	1,419		32.3	%	Administrative costs	1,216		1,789		(573)		(32.0)	%
Deferred acquisition consideration		102		0.3	%	—		—	%	102		—	%
Other costs														Other costs	232		—		232		—
Adjusted EBITDA														Adjusted EBITDA	(6,940)		(2,316)		(4,624)		NM
Stock-based compensation	Stock-based compensation	63		0.2	%	4		—	%	59		NM		Stock-based compensation	3,014		—		3,014		NM
Depreciation and amortization	Depreciation and amortization	457		1.2	%	807		2.8	%	(350)		(43.4)	%	Depreciation and amortization	1,194		509		685		NM
Deferred acquisition consideration														Deferred acquisition consideration	—		—		—		—
Impairment and other losses	Impairment and other losses	—		—	%	35		0.1	%	(35)		(100.0)	%	Impairment and other losses	—		—		—		—
Total operating expenses		$	32,465	86.5	%	$	28,505	99.8	%	$	3,960	13.9	%
Other items, net														Other items, net	9,610		(1)		9,611		NM
Operating Loss														Operating Loss	$	(20,758)	$	(2,824)	$	(17,934)	NM

~~Direct costs declined, while total revenue~~Operating expenses increased primarily in connection with the ~~mix~~acquisition of ~~revenue where~~MDC, including professional fees associated with the ~~agency is principal versus agent in the arrangement.~~transaction.

NINE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2020

Consolidated Results of Operations

The ~~increase in staff and administrative costs was primarily attributable to support the growth in revenues in the second quarter~~components of ~~2021.~~

~~The increase in Adjusted EBITDA was principally~~operating results for the ~~same reasons as the change in operating income.~~

~~All Other~~

~~The change in expenses, operating income and Adjusted EBITDA as a percentage of revenue in the All Other category for the three~~nine months ended ~~June~~September 30, 2021 ~~and 2020 was~~compared to the nine months ended September 30,2020 were as follows:

2021 2020 Change
All Other $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Revenue: $ 66,618 $ 54,993 $ 11,625 21.1 %
Operating Expenses:
Cost of services sold 43,790 65.7 % 36,274 66.0 % 7,516 20.7 %
Office and general expenses 15,340 23.0 % 11,624 21.1 % 3,716 32.0 %
Depreciation and amortization 1,452 2.2 % 1,902 3.5 % (450) (23.7) %
Impairment and other losses $ — — % $ 208 0.4 % $ (208) (100.0) %
$ 60,582 90.9 % $ 50,008 90.9 % $ 10,574 21.1 %
Operating income $ 6,036 9.1 % $ 4,985 9.1 % $ 1,051 21.1 %
Adjusted EBITDA $ 8,231 12.4 % $ 6,884 12.5 % $ 1,347 19.6 %

~~The increase in revenue was primarily attributable to higher spending by clients in connection with the recovery from the COVID-19 pandemic.~~

~~The increase in operating income was attributable to the increase in revenue, partially offset by higher operating expenses, as outlined below.~~

~~The change in the categories of expenses as a percentage of revenue in the All Other category for the three months ended June 30, 2021 and 2020 was as follows:~~


	Nine Months Ended September 30,
	2021		2020			Change
	$			$			$		%
	(Dollars in Thousands)
Revenue:	$	857,436		$	574,970		$	282,466	49.1	%
Operating Expenses:
Cost of services sold	558,856			373,064			185,792		49.8	%
Office and general expenses	226,720			127,181			99,539		78.3	%
Depreciation and amortization	46,122			29,838			16,284		54.6	%
Impairment and other losses	$	14,926		$	—		$	14,926	—	%
	$	846,624		$	530,083		$	316,541	59.7	%
Operating income	$	10,812		$	44,887		$	(34,075)	(75.9)	%

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															Nine Months Ended September 30,
		2021				2020				Change					2021		2020		Change
All Other		$		% of Revenue		$		% of Revenue		$		%
		(Dollars in Thousands)																	$		%
Direct costs		$	11,849	17.8	%	$	7,696	14.0	%	$	4,153	54.0	%
Net Revenue														Net Revenue	$	749,246	$	434,052	$	315,194	72.6	%
Billable costs														Billable costs	108,190		140,918		(32,728)		(23.2)	%
GAAP Revenue														GAAP Revenue	857,436		574,970		282,466		49.1	%

Billable costs														Billable costs	108,190		140,918		(32,728)		(23.2)	%
Staff costs	Staff costs	38,640		58.0	%	34,332		62.4	%	4,308		12.5	%	Staff costs	512,511		305,737		206,774		67.6	%
Administrative costs	Administrative costs	8,381		12.6	%	6,081		11.1	%	2,300		37.8	%	Administrative costs	84,612		60,771		23,841		39.2	%
Deferred acquisition consideration		79		0.1	%	(329)		(0.6)	%	408		NM
Other, net														Other, net	2,044		(11,427)		13,471		NM
Adjusted EBITDA														Adjusted EBITDA	150,079		78,971		71,108		90.0	%
Stock-based compensation	Stock-based compensation	181		0.3	%	118		0.2	%	63		53.4	%	Stock-based compensation	53,465		—		53,465		—	%
Depreciation and amortization	Depreciation and amortization	1,452		2.2	%	1,902		3.5	%	(450)		(23.7)	%	Depreciation and amortization	46,122		29,838		16,284		54.6	%
Deferred acquisition consideration														Deferred acquisition consideration	9,456		1,270		8,186		NM
Impairment and other losses	Impairment and other losses	—		—	%	208		0.4	%	(208)		(100.0)	%	Impairment and other losses	14,926		—		14,926		—	%
Total operating expenses		$	60,582	90.9	%	$	50,008	90.9	%	$	10,574	21.1	%
Other items, net														Other items, net	15,298		2,976		12,322		NM
Operating Income														Operating Income	$	10,812	$	44,887	$	(34,075)	(75.9)	%

~~Direct costs increased in line with the increase in revenues as discussed above.~~Revenue

~~The increase in staff and administrative costs was primarily attributable to support the growth in revenues in the second quarter of 2021.~~

~~The increase in Adjusted EBITDA was principally~~Revenue for the ~~same reasons as the change in operating income.~~

~~Corporate~~

~~The change in operating expenses and Adjusted EBITDA for Corporate for the three~~nine months ended ~~June~~September 30, 2021 ~~and 2020~~ was ~~as follows:~~

2021 2020 Change
Corporate $ $ $ %
(Dollars in Thousands)
Staff costs $ 8,448 $ 3,773 $ 4,675 NM
Administrative costs 3,857 6,409 (2,552) (39.8) %
Stock-based compensation 554 276 278 NM
Depreciation and amortization $ 1,185 $ 236 $ 949 NM
Impairment and other losses $ — $ 1,129 $ (1,129) (100.0) %
Total operating expenses $ 14,044 $ 11,823 $ 2,221 18.8 %
Adjusted EBITDA $ (8,640) $ (5,208) $ (3,432) 65.9 %

~~Operating expenses increased primarily due~~$857.4 million compared to ~~higher costs for employee health benefits, partially offset by lower administrative costs primarily driven by a decline in occupancy costs, driving the change in Adjusted EBITDA,~~

~~Adjusted EBITDA was impacted principally for the same reasons as the change in operating expenses.~~

~~SIX MONTHS ENDED JUNE 30, 2021 COMPARED TO SIX MONTHS ENDED JUNE 30, 2020~~

~~Consolidated Results of Operations~~

~~Revenues~~

~~Revenue was $653.2~~$575.0 million for the ~~six~~nine months ended ~~June~~September 30, ~~2021 compared to revenue~~2020, an increase of ~~$587.4 million for~~$282.5 million.

Net Revenue


			Net Revenue - Components of Change										Change
	Nine Months Ended September 30, 2020		Foreign Currency		Net Acquisitions (Divestitures)		Organic		Total Change		Nine Months Ended September 30, 2021		Organic		Total
	(Dollars in Thousands)
Integrated Agencies Network	$	156,757	$	1,057	$	138,896	$	108,198	$	248,151	$	404,908	69.0	%	158.3	%
Media Network	171,286		3,659		19,969		21,278		44,906		216,192		12.4	%	26.2	%
Communications Network	90,393		72		12,202		2,605		14,879		105,272		2.9	%	16.5	%
All Other	15,616		476		1,558		5,224		7,258		22,874		33.5	%	46.5	%
	$	434,052	$	5,264	$	172,625	$	137,305	$	315,194	$	749,246	31.6	%	72.6	%
Component % change			1.2%		39.8%		31.6%		72.6%

For the ~~six~~nine months ended ~~June 30, 2020. The components of the fluctuations in revenues for the six months ended June 30, 2021 compared to the six months ended June 30, 2020 were as follows:~~

~~Table of Contents~~

Total United States Canada Other
$ % $ % $ % $ %
(Dollars in Thousands)
June 30, 2020 $ 587,419 $ 474,903 $ 34,865 $ 77,651
Components of revenue change:
   Foreign exchange impact 9,152 1.6 % — — % 2,869 8.2 % 6,283 8.1 %
   Non-GAAP acquisitions (dispositions), net (2,101) (0.4) % (2,101) (0.4) % — — % — — %
   Organic revenue 58,720 10.0 % 47,320 10.0 % 7,908 22.7 % 3,492 4.5 %
Total Change $ 65,771 11.2 % $ 45,219 9.5 % $ 10,777 30.9 % $ 9,775 12.6 %
June 30, 2021 $ 653,190 $ 520,122 $ 45,642 $ 87,426

~~The positive foreign exchange impact of $9.2 million, or 1.6%, was attributable to the fluctuation of the U.S. dollar against the Canadian dollar, Swedish Króna, Euro and British Pound.~~

~~For the six months ended June~~September 30, 2021, organic net revenue increased ~~$58.7~~$137.3 million, or ~~10.0%~~31.6%, primarily attributable to higher spending by clients in connection with the recovery from the COVID-19 ~~pandemic.~~pandemic and the impact from the acquisition of MDC.

The table below provides a reconciliation between the revenue from acquired/disposed businesses in the statement of operations to non-GAAP acquisitions (dispositions), net for the six months ended June 30, 2021:

All Other Total
(Dollars in Thousands)
GAAP revenue from 2020 and 2021 acquisitions $ — $ —
Foreign exchange impact — —
Contribution to non-GAAP organic revenue growth — —
Prior year revenue from dispositions (2,101) (2,101)
Non-GAAP dispositions, net $ (2,101) $ (2,101)

The geographic mix in net revenues for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 is as follows:

2021 2020
United States 79.6 % 80.8 %
Canada 7.0 % 5.9 %
Other 13.4 % 13.3 %

~~Impairment and Other Losses~~

The Company recognized a charge of $0.9 million for the six months ended June 30, 2021 to reduce the carrying value of two of its right-of-use lease assets and accelerate the operating expenses of one of its right-of-use lease assets. These right-of-use lease assets related to three agencies within its Integrated Networks - Group B reportable segment.

The Company recognized a charge of $19.0 million for the six months ended June 30, 2020 consisting of a goodwill impairment of $13.4 million and an impairment of right-of-use lease assets and losses of $5.6 million.

~~Operating Income~~

Operating income for the six months ended June 30, 2021 was $60.3 million compared to $29.4 million for the six months ended June 30, 2020, representing an increase of $30.9 million, driven by the increase in revenue, partially offset by an increase in operating expenses.

~~Adjusted EBITDA~~

Adjusted EBITDA for the six months ended June 30, 2021 was $112.2 million, compared to $75.7 million for the six months ended June 30, 2020, representing an increase of $36.5 million, principally resulting from the same reasons as the increase in operating income.


	2021		2020
United States	$	632,307	$	376,737
United Kingdom	60,392		41,550
Other	56,547		15,765
Total	$	749,246	$	434,052

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Operating Income

Operating income for the nine months ended September 30, 2021 was $10.8 million compared to $44.9 million for the nine months ended September 30, 2020, representing an increase of $34.1 million, primarily driven by the increase in revenue, more than offset by an increase in operating expenses. The nine months ended September 30, 2021 was impacted by the impairment and other losses of $14.9 million in connection with a write-down of trade names no longer in use and stock-based compensation expense of $53.5 million in connection with the merger.

Adjusted EBITDA

Adjusted EBITDA for the nine months ended September 30, 2021 was $150.1 million, compared to $79.0 million for the nine months ended September 30, 2020, representing an increase of $71.1 million, principally resulting from an increase in revenue, partially offset by higher operating expenses. The acquisition of MDC contributed to higher revenue and expenses.

Gain on Sale of Business and Other, ~~Net~~net

~~Other,~~Gain on sale of business and other, net, for the ~~six~~nine months ended ~~June~~September 30, 2021 was income of ~~$1.5~~$46.8 million, compared to income of ~~$22.2~~$0.9 million for the ~~six~~nine months ended ~~June~~September 30, 2020, primarily ~~driven by~~due to the a gain ~~on the~~of approximately $43 million in connection with sale of ~~Sloane and on~~Reputation Defender in the ~~repurchase~~third quarter of ~~a portion of the Company’s Senior Notes.~~2021.

Foreign Exchange Transaction Gain (Loss)

The foreign exchange gain for the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$4.0~~$2.0 million compared to a loss of ~~$9.4~~$0.8 million for the ~~six~~nine months ended ~~June~~September 30, 2020. The change in foreign exchange was primarily attributable to the strengthening of the Canadian dollar against the U.S. dollar. The change primarily related to U.S. dollar denominated indebtedness that is an obligation of our Canadian parent company.

Interest Expense, ~~and Finance Charges,~~ Net

Interest expense, ~~and finance charges,~~ net, for the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$38.6~~$15.2 million compared to ~~$31.6~~$4.7 million for the ~~six~~nine months ended ~~June~~September 30, 2020, representing an increase of ~~$7.0~~$10.5 million, primarily driven by ~~the impact of a 1%~~an increase in ~~the interest rate of the Company’s Senior Notes and the amortization of consent fees paid to holders of the Senior Notes, both~~debt in connection with ~~obtaining consent in December 2020 for~~ the ~~consummation~~acquisition of ~~the Transactions.~~MDC.

Income Tax Expense (Benefit)

~~Income~~The Company had an income tax expense for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~was $2.7~~of $9.2 million (on a pre-tax income of ~~$27.2~~$40.5 million resulting in an effective tax rate of ~~9.9%~~22.7%) compared to anincome tax expense of ~~$5.6~~$3.2 million (on pre-tax income of ~~$10.7~~$42.0 million resulting in an effective tax rate of ~~52.2%~~7.7%) for the ~~six~~nine months ended ~~June~~September 30, 2020.

The difference in the effective tax rate of ~~9.9% for~~22.7% in the ~~six~~nine months ended ~~June~~September 30, 2021 ~~was~~as compared to 7.7% in the same period in 2020 primarily ~~due~~results from the expansion of the group to ~~minimal tax expense recognized on U.S. earnings as a result of being~~include more tax-paying entities and proportionally less pre-tax income not subject to ~~a valuation allowance.~~tax within the group, as well as non-deductible share based compensation expenses incurred during the third quarter related to the merger.

The effective tax rate of 52.2% for the six months ended June 30, 2020 was primarily driven by the base erosion and anti-abuse tax (“BEAT”), the related valuation allowances on certain foreign jurisdictions, and the jurisdictional mix of earnings.

Noncontrolling Interests

The effect of noncontrolling interests for the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$12.7~~$11.0 million compared to ~~$3.9~~$4.6 million for the ~~six~~nine months ended ~~June~~September 30, 2020.

Net Income (Loss) Attributable to ~~MDC Partners~~Stagwell Inc. Common Shareholders

As a result of the foregoing, ~~and the impact of accretion on and net income allocated to convertible preference shares,~~ net income attributable to ~~MDC Partners~~Stagwell Inc. common shareholders for the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$2.6~~$20.2 million ~~or $0.03 diluted income per share,~~ compared to net loss attributable to ~~MDC Partners~~Stagwell Inc. common shareholders of ~~$6.5~~$34.1 million ~~or $0.09 diluted loss per share,~~ for the ~~six~~nine months ended ~~June~~September 30, 2020.

Integrated ~~Networks - Group A~~Agencies Network

The ~~change in expenses,~~components of operating ~~income and Adjusted EBITDA as a percentage of revenue in the Integrated Networks - Group A reportable segment~~results for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~and 2020 was~~compared to the nine months ended September 30,2020 were as follows:

2021 2020 Change
Integrated Networks - Group A $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Revenue $ 220,370 $ 173,356 $ 47,014 27.1 %
Operating expenses
Cost of services sold 146,057 66.3 % 115,717 66.8 % 30,340 26.2 %
Office and general expenses 45,974 20.9 % 27,695 16.0 % 18,279 66.0 %
Depreciation and amortization 2,616 1.2 % 3,307 1.9 % (691) (20.9) %
$ 194,647 88.3 % $ 146,719 84.6 % $ 47,928 32.7 %
Operating income $ 25,723 11.7 % $ 26,637 15.4 % $ (914) (3.4) %
Adjusted EBITDA $ 49,712 22.6 % $ 33,507 19.3 % $ 16,205 48.4 %

Table of Contents


	Nine Months Ended September 30,
	2021		2020		Change
Integrated Agencies Network	$		$		$		%
	(Dollars in Thousands)
Revenue	$	441,229	$	163,540	$	277,689	NM
Operating expenses
Cost of services sold	292,523		96,951		195,572		NM
Office and general expenses	90,971		39,471		51,500		NM
Depreciation and amortization	19,816		6,715		13,101		NM
Impairment and other losses	81		—		81		—	%
	$	403,391	$	143,137	$	260,254	NM
Operating income	$	37,838	$	20,403	$	17,435	85.5	%


	Nine Months Ended September 30,
Integrated Agencies Network	2021		2020		Change
					$		%
Net Revenue	$	404,908	$	156,757	$	248,151	NM
Billable costs	36,321		6,783		29,538		NM
GAAP Revenue	441,229		163,540		277,689		NM

Billable costs	36,321		6,783		29,538		NM
Staff costs	269,191		112,321		156,870		NM
Administrative costs	34,150		17,086		17,064		99.9	%
Other, net	607		(1,563)		2,170		NM
Adjusted EBITDA	100,960		28,913		72,047		NM
Stock-based compensation	32,443		—		32,443		—	%
Depreciation and amortization	19,816		6,715		13,101		NM
Deferred acquisition consideration	9,456		787		8,669		NM
Impairment	81		—		81		—	%
Other items, net	1,326		1,008		318		31.6	%
Operating Income	$	37,838	$	20,403	$	17,435	85.5	%

Revenue

Revenue for the nine months ended September 30, 2021 was $441.2 million compared to $163.5 million for the nine months ended September 30, 2020, an increase of $277.7 million.

Net Revenue

The components of the fluctuations in net revenue for the nine months ended September 30, 2021 compared to the nine months ended September 30,2020 were as follows:


			Net Revenue - Components of Change										Change
	Nine Months Ended September 30, 2020		Foreign Currency		Net Acquisitions (Divestitures)		Organic		Total Change		Nine Months Ended September 30, 2021		Organic		Total
	(Dollars in Thousands)
Integrated Agencies Network	$	156,757	$	1,057	$	138,896	$	108,198	$	248,151	$	404,908	69.0	%	158.3	%
Component % change			0.7%		88.6%		69.0%		NM

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The increase in organic net revenue was primarily attributable to ~~higher~~increased spending by clients in connection with the recovery from the COVID-19 ~~pandemic.~~pandemic and the impact from the acquisition of MDC.

The ~~decrease in operating income was attributable to an~~ increase in ~~operating~~ expenses ~~as outlined below, partially offset~~was driven by ~~higher revenue.~~

~~The change in~~ the ~~categories~~impact from the acquisition of ~~expenses as a percentage of revenue in the Integrated Networks - Group A reportable segment for the six months ended June 30, 2021 and 2020 was as follows:~~

2021 2020 Change
Integrated Networks - Group A $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Direct costs $ 31,442 14.3 % $ 18,403 10.6 % $ 13,039 70.9 %
Staff costs 121,189 55.0 % 102,555 59.2 % 18,634 18.2 %
Administrative 21,066 9.6 % 18,891 10.9 % 2,175 11.5 %
Deferred acquisition consideration 17,206 7.8 % 1,707 1.0 % 15,499 NM
Stock-based compensation 1,128 0.5 % 1,856 1.1 % (728) (39.2) %
Depreciation and amortization 2,616 1.2 % 3,307 1.9 % (691) (20.9) %
Total operating expenses $ 194,647 88.3 % $ 146,719 84.6 % $ 47,928 32.7 %

~~Direct costs~~MDC. Stock-based compensation expense increased, driven by awards issued in connection with the acquisition of MDC and depreciation and amortization grew due to the recognition of amortizable intangible assets in connection with the acquisition of MDC.

Operating income increased as the increase in ~~revenues as discussed above.~~

~~The increase in staff and administrative costs was primarily attributable to support the growth in revenues in the second quarter of 2021.~~

The change in deferred acquisition consideration for the six months ended June 30, 2021 was primarily attributable to an increase in the projected performance of certain Partner Firms relative to previously projected expectations.revenue, more than offset higher operating expenses.

The increase in Adjusted EBITDA was ~~principally for the same reasons as the change in operating income for the six months ended June 30, 2021.~~driven by higher revenue, partially offset by higher expenses.

~~Integrated Networks - Group B~~Media Network

The ~~change in expenses,~~components of operating ~~income and Adjusted EBITDA as a percentage of revenue in the Integrated Networks - Group B reportable segment~~results for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~and 2020 was~~compared to the nine months ended September 30,2020 were as follows:


		2021				2020				Change					Nine Months Ended September 30,
Integrated Networks - Group B		$		% of Revenue		$		% of Revenue		$		%
															2021		2020		Change
Media Network														Media Network	$		$		$		%
		(Dollars in Thousands)													(Dollars in Thousands)
Revenue	Revenue	$	234,637			$	211,105			$	23,532	11.1	%	Revenue	$	235,539	$	185,714	$	49,825	26.8	%
Operating expenses	Operating expenses													Operating expenses
Cost of services sold	Cost of services sold	135,101		57.6	%	129,303		61.3	%	5,798		4.5	%	Cost of services sold	134,183		114,686		19,497		17.0	%
Office and general expenses	Office and general expenses	50,179		21.4	%	45,816		21.7	%	4,363		9.5	%	Office and general expenses	75,049		58,025		17,024		29.3	%
Depreciation and amortization	Depreciation and amortization	7,246		3.1	%	8,913		4.2	%	(1,667)		(18.7)	%	Depreciation and amortization	17,041		14,751		2,290		15.5	%
Impairment and other losses	Impairment and other losses	875		0.4	%	17,629		8.4	%	(16,754)		(95.0)	%	Impairment and other losses	14,846		—		14,846		—	%
		$	193,401	82.4	%	$	201,661	95.5	%	$	(8,260)	(4.1)	%		$	241,119	$	187,462	$	53,647	28.6	%
Operating income	Operating income	$	41,236	17.6	%	$	9,444	4.5	%	$	31,792	NM		Operating income	$	(5,580)	$	(1,748)	$	(3,822)	NM

Adjusted EBITDA		$	52,413	22.3	%	$	33,523	15.9	%	$	18,890	56.3	%


	Nine Months Ended September 30,
	2021		2020		Change
					$		%
Net Revenue	$	216,192	$	171,286	$	44,906	26.2	%
Billable costs	19,347		14,428		4,919		34.1	%
GAAP Revenue	235,539		185,714		49,825		26.8	%

Billable costs	19,347		14,428		4,919		34.1	%
Staff costs	154,422		129,782		24,640		19.0	%
Administrative costs	30,445		27,265		3,180		11.7	%
Other, net	1,536		(754)		2,290		NM
Adjusted EBITDA	29,789		14,993		14,796		98.7	%
Stock-based compensation	2,608		—		2,608		—	%
Depreciation and amortization	17,041		14,751		2,290		15.5	%

Impairment	14,846		—		14,846		—	%
Other items, net	874		1,990		(1,116)		(56.1)	%
Operating Income	$	(5,580)	$	(1,748)	$	(3,832)	NM

Revenue

Revenue for the nine months ended September 30, 2021 was $235.5 million compared to $185.7 million for the nine months ended September 30, 2020, an increase of $49.8 million.

Net Revenue

The components of the fluctuations in net revenue for the nine months ended September 30, 2021 compared to the nine months ended September 30,2020 were as follows:

Table of Contents


			Net Revenue - Components of Change										Change
	Nine Months Ended September 30, 2020		Foreign Currency		Net Acquisitions (Divestitures)		Organic		Total Change		Nine Months Ended September 30, 2021		Organic		Total
	(Dollars in Thousands)
Media Network	$	171,286	$	3,659	$	19,969	$	21,278	$	44,906	$	216,192	12.4	%	26.2	%
Component % change			2.1%		11.7%		12.4%		26.2%

The increase in organic net revenue was primarily attributable to ~~higher~~increased spending by clients in connection with the recovery from the COVID-19 pandemic and the impact from the acquisition of MDC.

The increase in expenses was driven by the impact from the acquisition of MDC and an impairment loss of $14.9 million in connection with a write-down of trade names no longer in use.

The operating loss in the third quarter of 2021 was driven by the impairment of the trade names.

The increase in Adjusted EBITDA was driven by higher revenue, partially offset by higher expenses.

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Communications Network

The components of operating results for the nine months ended September 30, 2021 compared to the nine months ended September 30,2020 were as follows:


	Nine Months Ended September 30,
	2021		2020		Change
Communications Network	$		$		$		%
	(Dollars in Thousands)
Revenue	$	157,794	$	210,100	$	(52,306)	(24.9)	%
Operating expenses
Cost of services sold	119,147		156,272		(37,125)		(23.8)	%
Office and general expenses	25,674		15,198		10,476		68.9	%
Depreciation and amortization	5,087		4,210		877		20.8	%
Impairment and other losses	—		—		—		—	%
	$	149,908	$	175,680	$	(25,772)	(14.7)	%
Operating income	$	7,886	$	34,420	$	(26,534)	(77.1)


	Nine Months Ended September 30,
	2021		2020		Change
					$		%
Net Revenue	$	105,272	$	90,393	$	14,879	16.5	%
Billable costs	52,522		119,707		(67,185)		(56.1)	%
GAAP Revenue	157,794		210,100		(52,306)		(24.9)	%

Billable costs	52,522		119,707		(67,185)		(56.1)	%
Staff costs	67,332		46,174		21,158		45.8	%
Administrative costs	9,637		5,768		3,869		67.1	%
Other, net	1		(688)		689		(100.1)	%
Adjusted EBITDA	28,302		39,139		(10,837)		(27.7)	%
Stock-based compensation	15,384		—		15,384		NM
Depreciation and amortization	5,087		4,210		877		20.8	%
Deferred acquisition consideration	—		483		(483)		(100.0)	%

Other items, net	(55)		26		(81)		NM
Operating Income	$	7,886	$	34,420	$	(26,534)	(77.1)	%

Revenue

Revenue for the nine months ended September 30, 2021 was $157.8 million compared to $210.1 million for the nine months ended September 30, 2020, a decrease of $52.3 million.

Net Revenue

The components of the fluctuations in net revenue for the nine months ended September 30, 2021 compared to the nine months ended September 30,2020 were as follows:


			Net Revenue - Components of Change										Change
	Nine Months Ended September 30, 2020		Foreign Currency		Net Acquisitions (Divestitures)		Organic		Total Change		Nine Months Ended September 30, 2021		Organic		Total
	(Dollars in Thousands)
Communications Network	$	90,393	$	72	$	12,202	$	2,605	$	14,879	$	105,272	2.9	%	16.5	%
Component % change			0.1%		13.5%		2.9%		16.5%

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The increase in organic net revenue was attributable to the impact from the acquisition of MDC and higher levels of communications services in connection with the recovery from the COVID-19 pandemic.

The increase in ~~operating~~expenses was driven by higher staff costs from the impact of the acquisition of MDC and stock-based compensation expense driven by awards issued in connection with the acquisition of MDC.

Operating income ~~was primarily attributable~~declined due to higher net revenue, more than offset by the increase in expenses.

The decrease in Adjusted EBITDA was due to higher net revenue, ~~and lower~~more than offset by the increase in expenses.

All Other

The components of operating ~~expense.~~results for the nine months ended September 30, 2021 compared to the nine months ended September 30,2020 were as follows:


	Nine Months Ended September 30,
	2021		2020		Change
All Other	$		$		$		%
	(Dollars in Thousands)
Revenue	$	22,874	$	15,616	$	7,258	46.5	%
Operating expenses
Cost of services sold	11,850		4,971		6,879		NM
Office and general expenses	12,357		11,395		962		8.4	%
Depreciation and amortization	2,013		2,696		(683)		(25.3)	%
Impairment and other losses	(1)		—		(1)		—	%
	$	26,219	$	19,062	$	7,157	37.5	%
Operating income	$	(3,345)	$	(3,446)	$	101	(2.9)	%


	Nine Months Ended September 30,
	2021		2020		Change
					$		%
Net Revenue	$	22,874	$	15,616	$	7,258	46.5	%
Billable costs	—		—		—		—	%
GAAP Revenue	22,874		15,616		7,258		46.5	%

Billable costs	—		—		—		—	%
Staff costs	15,643		16,116		(473)		(2.9)	%
Administrative costs	8,647		8,671		(24)		(0.3)	%
Other, net	(100)		(8,422)		8,322		(98.8)	%
Adjusted EBITDA	(1,316)		(749)		(567)		(75.7)	%
Stock-based compensation	16		—		16		—	%
Depreciation and amortization	2,013		2,696		(683)		(25.3)	%



Operating Income	$	(3,345)	$	(3,446)	$	101	(2.9)	%

Revenue

Revenue for the nine months ended September 30, 2021 was $22.9 million compared to $15.6 million for the nine months ended September 30, 2020, an increase of $7.3 million.

Net Revenue

4357

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The ~~change~~components of the fluctuations in ~~the categories of expenses as a percentage of~~net revenue ~~in the Integrated Networks - Group B reportable segment~~ for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~and 2020 was~~compared to the nine months ended September 30,2020 were as follows:


			Net Revenue - Components of Change										Change
	Nine Months Ended September 30, 2020		Foreign Currency		Net Acquisitions (Divestitures)		Organic		Total Change		Nine Months Ended September 30, 2021		Organic		Total
	(Dollars in Thousands)
All Other	$	15,616	$	476	$	1,558	$	5,224	$	7,258	$	22,874	33.5	%	46.5	%
Component % change			3.0%		10.0%		33.5%		46.5%

2021 2020 Change
Integrated Networks - Group B $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Direct costs $ 21,631 9.2 % $ 22,100 10.5 % $ (469) (2.1) %
Staff costs 137,425 58.6 % 129,190 61.2 % 8,235 6.4 %
Administrative 23,710 10.1 % 26,292 12.5 % (2,582) (9.8) %
Deferred acquisition consideration 177 0.1 % (4,109) (1.9) % 4,286 NM
Stock-based compensation 2,337 1.0 % 1,646 0.8 % 691 42.0 %
Depreciation and amortization 7,246 3.1 % 8,913 4.2 % (1,667) (18.7) %
Impairment and other losses 875 0.4 % 17,629 8.4 % (16,754) (95.0) %
Total operating expenses $ 193,401 82.4 % $ 201,661 95.5 % $ (8,260) (4.1) %

The increase in ~~staff costs~~organic net revenue was attributable to ~~support~~higher levels of business at the ~~growth in revenues in the second quarter of 2021.~~

~~The increase in Adjusted EBITDA was principally for the same reasons as the increase in operating income for the six months ended June 30, 2021.~~

~~Media & Data Network~~

The change in expenses, operating income (loss) and Adjusted EBITDA as a percentage of revenue in the Media & Data Network reportable segment for the six months ended June 30, 2021 and 2020 was as follows:

2021 2020 Change
Media & Data Network $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Revenue $ 74,300 $ 69,609 $ 4,691 6.7 %
Operating expenses
Cost of services sold 48,864 65.8 % 50,788 73.0 % (1,924) (3.8) %
Office and general expenses 16,063 21.6 % 16,508 23.7 % (445) (2.7) %
Depreciation and amortization 929 1.3 % 1,615 2.3 % (686) (42.5) %
Impairment and other losses — — % 35 0.1 % (35) (100.0) %
$ 65,856 88.6 % $ 68,946 99.0 % $ (3,090) (4.5) %
Operating income $ 8,444 11.4 % $ 663 1.0 % $ 7,781 NM
Adjusted EBITDA $ 11,976 16.1 % $ 2,679 3.8 % $ 9,297 NM
central innovations group.

The increase in revenue was ~~primarily attributable to higher spending by clients in connection with the recovery from the COVID-19 pandemic.~~

~~The increase in operating income was primarily attributable to the increase in revenue and lower operating expense.~~

~~The change in the categories of expenses as a percentage of revenue in the Media & Data Network reportable segment for the six months ended June 30, 2021 and 2020 was as follows:~~

~~Table of Contents~~

2021 2020 Change
Media & Data Network $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Direct costs $ 11,792 15.9 % $ 18,684 26.8 % $ (6,892) (36.9) %
Staff costs 42,063 56.6 % 37,313 53.6 % 4,750 12.7 %
Administrative 10,886 14.7 % 10,933 15.7 % (47) (0.4) %
Deferred acquisition consideration 102 0.1 % 375 0.5 % (273) (72.8) %
Stock-based compensation 84 0.1 % (9) — % 93 NM
Depreciation and amortization 929 1.3 % 1,615 2.3 % (686) (42.5) %
Impairment and other losses — — % 35 0.1 % (35) (100.0) %
Total operating expenses $ 65,856 88.6 % $ 68,946 99.0 % $ (3,090) (4.5) %

~~Direct costs declined, while total revenue increased, in connection with the mix of revenue period-over-period where the agency is principal versus agent in the arrangement.~~

~~The increase in staff costs was attributable to support the growth in revenues in the second quarter of 2021.~~

~~The increase in Adjusted EBITDA was principally for the same reasons as the increase in operating income.~~

~~All Other~~

~~The change in expenses, operating income and Adjusted EBITDA as a percentage of revenue in the All Other category for the six months ended June 30, 2021 and 2020 was as follows:~~

2021 2020 Change
All Other $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Revenue $ 123,883 $ 133,349 $ (9,466) (7.1) %
Operating expenses
Cost of services sold 81,310 65.6 % 92,517 69.4 % (11,207) (12.1) %
Office and general expenses 28,891 23.3 % 23,981 18.0 % 4,910 20.5 %
Depreciation and amortization 2,989 2.4 % 3,801 2.9 % (812) (21.4) %
Impairment and other losses — — % 208 0.2 % (208) (100.0) %
$ 113,190 91.4 % $ 120,507 90.4 % $ (7,317) (6.1) %
Operating income $ 10,693 8.6 % $ 12,842 9.6 % $ (2,149) (16.7) %
Adjusted EBITDA $ 14,273 11.5 % $ 16,788 12.6 % $ (2,515) (15.0) %

The decline in revenue was primarily attributable to the experiential marketing business which was significantly impacted by the COVID-19 pandemic. While the experiential marketing business began to recover in the second quarter and reflected revenue growth, the decline in the first quarter more than offset ~~such growth.~~by higher expenses resulting in an operating loss in both periods.

~~The decrease in operating income was attributable to the decline in revenue, partially offset by lower operating expenses, as outlined below.~~

~~Table of Contents~~

~~The change in the categories of expenses as a percentage of revenue in the All Other category for the six months ended June 30, 2021 and 2020 was as follows:~~

2021 2020 Change
All Other $ % of
Revenue $ % of
Revenue $ %
(Dollars in Thousands)
Direct costs $ 19,686 15.9 % $ 26,920 20.2 % $ (7,234) (26.9) %
Staff costs 74,353 60.0 % 76,415 57.3 % (2,062) (2.7) %
Administrative 16,108 13.0 % 13,226 9.9 % 2,882 21.8 %
Deferred acquisition consideration (188) (0.2) % (261) (0.2) % 73 (28.0) %
Stock-based compensation 242 0.2 % 198 0.1 % 44 22.2 %
Depreciation and amortization 2,989 2.4 % 3,801 2.9 % (812) (21.4) %
Impairment and other losses — — % 208 0.2 % (208) (100.0) %
Total operating expenses $ 113,190 91.4 % $ 120,507 90.4 % $ (7,317) (6.1) %

~~Direct costs declined in connection with the reduction in revenues as discussed above.~~

~~The decline in Adjusted EBITDA was principally for the same reasons as the reduction in operating income.~~

Corporate

The ~~change in~~components of operating ~~expenses and Adjusted EBITDA for Corporate~~results for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~and 2020 was~~compared to the nine months ended September 30,2020 were as follows:


	Nine Months Ended September 30,
Corporate	2021		2020		Change
					$		%





Staff costs	$	5,923	$	1,344	$	4,579	NM
Administrative costs	1,733		1,981		(248)		(12.5)	%
Other, net	—		—		—		—	%
Adjusted EBITDA	(7,656)		(3,325)		(4,331)		NM
Stock-based compensation	3,014		—		3,014		NM
Depreciation and amortization	2,165		1,466		699		NM
Impairment	—		—		—		—	%
Other items, net	13,152		(49)		13,201		(100.2)	%
Operating Income	$	(25,987)	$	(4,742)	$	(21,245)	NM

2021 2020 Change
Corporate $ $ $ %
(Dollars in Thousands)
Staff costs $ 15,574 $ 8,690 $ 6,884 79.2 %
Administrative 6,627 9,456 (2,829) (29.9) %
Stock-based compensation 1,184 418 766 NM
Depreciation and amortization 2,401 468 1,933 NM
Impairment and other losses — 1,129 (1,129) (100.0) %
Total operating expenses $ 25,786 $ 20,161 $ 5,625 27.9 %
Adjusted EBITDA $ (16,160) $ (10,770) $ (5,390) 50.0 %

Operating expenses increased primarily ~~due to higher costs for employee health benefits and depreciation expense~~ in connection with the ~~Company’s new headquarters, partially offset by lower administrative costs primarily driven by lower occupancy costs.~~

~~Adjusted EBITDA was impacted principally for~~acquisition of MDC, including professional fees associated with the ~~same reasons as the change in operating expenses.~~transaction.

Liquidity and Capital Resources:

Liquidity

The following table provides summary information about the Company’s liquidity position:

June 30, 2021 June 30, 2020
(Dollars in Thousands)
Net cash provided by (used in) operating activities $ 10,409 $ (33,681)
Net cash provided by (used in) investing activities $ (9,574) $ 14,643
Net cash provided by (used in) financing activities $ 46,898 $ (1,434)

~~Table of Contents~~


	September 30, 2021		September 30, 2020
	(Dollars in Thousands)
Net cash provided by operating activities	$	20,146	$	93,184
Net cash provided by (used in) investing activities	$	153,721	$	(16,421)
Net cash used in financing activities	$	(151,860)	$	(43,700)

We continue to monitor the worldwide public health threat, government actions to combat COVID-19 and the impact such developments may have on our liquidity. If the impact of the pandemic is beyond our expectation, the Company believes it is well positioned through the actions implemented at the beginning of the pandemic to successfully work through the effects of COVID-19 for the foreseeable future.

Table of Contents

The Company had cash and cash equivalents of ~~$108.3~~$115.5 million and ~~$60.8~~$92.5 million as of ~~June~~September 30, 2021 and December 31, 2020, respectively. The Company intends to maintain sufficient cash and/or available borrowings to fund operations for the next twelve months. The Company has historically been able to maintain and expand its business using cash generated from operating activities, funds available under its ~~Credit Agreement,~~revolving credit agreement, and other initiatives, such as obtaining additional debt and equity financing. At ~~June~~September 30, 2021, the Company had ~~$88.6~~$181.1 million of borrowings outstanding and ~~$103.4~~$292.8 million available under the ~~Credit Agreement.~~

~~See Note 1 of the Notes to the Unaudited Condensed Consolidated Financial Statements for information regarding the Company’s plan to redeem its Senior Notes and termination of its~~ revolving credit ~~agreement~~ ~~in connection with the closing of the Transactions and the plan to refinance the liquidity position of the combined company.~~agreement.

The Company’s obligations extending beyond twelve months primarily consist of deferred acquisition payments, purchases of noncontrolling interests, capital expenditures, scheduled lease obligation payments, and interest payments on borrowings under the Company’s ~~Senior~~5.625% Notes. Based on the current outlook, the Company believes future cash flows from operations, together with the Company’s existing cash balance and availability of funds under the Company’s ~~Credit Agreement,~~revolving credit agreement, will be sufficient to meet the Company’s anticipated cash needs for the next twelve months. The Company’s ability to make scheduled deferred acquisition payments, principal and interest payments, to refinance indebtedness or to fund planned capital expenditures will depend on future performance, which is subject to general economic conditions, the competitive environment and other factors, including those described in ~~the Company’s 2020 Form 10-K~~this form 10-Q and in the Company’s other SEC filings.

Cash Flows

Operating Activities

Cash flows provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2021 were ~~$10.4~~$20.1 million, primarily reflecting earnings, partially offset by unfavorable working capital requirements.

Cash flows provided by operating activities for the nine months ended September 30, 2020 were $93.2 million, primarily reflecting earnings and favorable working capital requirements.

Cash flows used in operating activities for the six months ended June 30, 2020 were $33.7 million, primarily reflecting unfavorable working capital requirements, driven by media and other supplier payments.

Investing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2021, cash flows provided by investing activities were $153.7 million, which was primarily driven by $130.2 million of MDC cash in connection with the combination, $37.2 million from the sale of Reputation Defender, partially offset by capital expenditures of $13.7 million.

During the nine months ended September 30, 2020, cash flows used in investing activities were $9.6 million, which was primarily due to capital expenditures of $15.4 million, primarily related to the Company’s new headquarters at One World Trade Center, partially offset by receipt of $7.1 million of deferred proceeds from the sale of the Company’s equity interest in a Partner Firm in the first quarter of 2020.

~~During the six months ended June 30, 2020, cash flows provided by investing activities were $14.6~~$16.4 million, which primarily consisted of ~~proceeds of $19.6 million from the sale of the Company’s equity interest in a Partner Firm, partially offset by $3.7~~$9.0 million of capital expenditures and ~~$0.7~~$5.5 million ~~paid~~ for acquisitions.

Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2021, cash flows ~~provided by~~used in financing activities were ~~$46.9~~$151.9 million, which primarily consisted of ~~$88.6~~$884.4 million for the in repurchase of the 7.50% Notes, $127.1 million in net ~~borrowings~~repayments under the ~~Credit Agreement, offset by $20.3~~revolving credit agreement, $19.2 million in distributions to minority interest holders, ~~and $21.4~~as well as distributions of $204.9 million ~~in deferred acquisition consideration payments.~~to Stagwell Media, offset by receipt of $1.1 billion from the issuance of the 5.625% Notes.

During the ~~six~~nine months ended ~~June~~September 30, 2020, cash flows used in financing activities was ~~$1.4~~$43.7 million, primarily driven by ~~$62.5~~$58.3 million in net borrowings under the ~~Credit Agreement,~~revolving credit agreement, more than offset by ~~$30.9~~distributions of $98.6 million ~~in deferred acquisition consideration payments, $22.0 million for a portion of the Senior Notes repurchased and $11.1 million in distributions for minority interests.~~to Stagwell Media.

Total Debt

Debt, net of debt issuance costs, as of ~~June~~September 30, 2021 was ~~$935.1~~$1,265.7 million as compared to ~~$843.2~~$198.0 million outstanding at December 31, 2020. The increase of ~~$91.9~~$1,067.7 million in debt was primarily a result of the Company’s ~~borrowings under~~issuance of the ~~Credit Agreement.~~5.625% Notes. See Note ~~7 of the Notes to the Unaudited Condensed Consolidated Financial Statements~~9 for information regarding the Company’s ~~Senior~~5.625% Notes and ~~$211.5~~$500.0 million ~~senior secured~~ revolving credit ~~agreement due February 3, 2022 (the “Credit Agreement”).~~agreement.

The Company is currently in compliance with all of the terms and conditions of the Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with its covenants over the next twelve months.

~~Table of Contents~~

If the Company loses all or a substantial portion of its lines of credit under ~~the Credit Agreement,~~its revolving credit agreement, or if the Company uses the maximum available amount under the ~~Credit Agreement,~~agreement, it will be required to seek other sources of liquidity. If the Company were unable to find these sources of liquidity, for example through an equity offering or access to the capital markets, the Company’s ability to fund its working capital needs and any contingent obligations with respect to acquisitions and redeemable noncontrolling interests would be adversely affected.

Pursuant to the ~~Credit Agreement,~~revolving credit agreement, the Company must comply with ~~certain financial covenants including, among other things, covenants for (i) total senior leverage ratio, (ii)~~its total leverage ratio ~~(iii) fixed charges ratio, and (iv) minimum earnings before interest, taxes and depreciation and amortization, in each case~~covenant, as such term is specifically defined in the ~~Credit Agreement.~~agreement. For the period ended ~~June~~September 30, 2021, the Company’s calculation of each of these covenants, and the specific requirements under the ~~Credit Agreement,~~revolving credit agreement, respectively, were calculated based on the trailing twelve months as follows:

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	~~June~~September 30, 2021
Total ~~Senior~~ Leverage Ratio	~~0.18~~3.08
Maximum per covenant	~~2.00~~

~~Total Leverage Ratio~~	~~4.14~~
~~Maximum per covenant~~	~~5.50~~

~~Fixed Charges Ratio~~	~~2.44~~
~~Minimum per covenant~~	~~1.00~~

~~Earnings before interest, taxes, depreciation and amortization (in millions)~~	$	~~220.1~~
~~Minimum per covenant (in millions)~~	$	~~120.0~~4.75

These ratios and measures are not based on GAAP and are not presented as alternative measures of operating performance or liquidity. Some of these ratios and measures include, among other things, pro forma adjustments for acquisitions, one-time charges, and other items, as defined in the Credit Agreement. They are presented here to demonstrate compliance with the covenants in the Credit Agreement, as non-compliance with such covenants could have a material adverse effect on the Company.

Contractual Obligations and Other Commercial Commitments

The Company’s agencies enter into contractual commitments with media providers and agreements with production companies on behalf of its clients at levels that exceed the revenue from services. Some of our agencies purchase media for clients and act as an agent for a disclosed principal. These commitments are included in Accounts payable and Accruals and other liabilities when the media services are delivered by the media providers. ~~MDC~~Stagwell takes precautions against default on payment for these services and has historically had a very low incidence of default. ~~MDC~~Stagwell is still exposed to the risk of significant uncollectible receivables from our clients. The risk of a material loss could significantly increase in periods of severe economic downturn.

Deferred acquisition consideration on the balance sheet consists of deferred obligations related to contingent and fixed purchase price ~~payments, and to a lesser extent, contingent and fixed retention payments tied to continued employment of specific personnel.~~payments. See Note ~~5 of the Notes to the Unaudited Condensed Consolidated Financial Statements~~7 for additional information regarding contingent deferred acquisition consideration.

The Company intends to finance the cash portion of these contingent payment obligations using available cash from operations, borrowings under the ~~Credit Agreement~~revolving credit agreement (and refinancings thereof), and, if necessary, through the incurrence of additional debt and/or issuance of additional equity. The ultimate amount payable in the future relating to these transactions will vary because it is dependent on the future results of operations of the subject businesses and the timing of when these rights are exercised.

~~Table of Contents~~

Critical Accounting Policies

See ~~the Company’s 2020 Form 10-K~~Note 2 for information regarding the Company’s critical accounting policies.

Website Access to Company Reports and Information

Stagwell Inc. is the successor SEC registrant to MDC Partners Inc. Stagwell Inc.’s Internet website address is www.stagwellglobal.com. The Company’s Annual Reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), will be made available free of charge through the Company’s website as soon as reasonably practical after those reports are electronically filed with, or furnished to, the SEC. The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this quarterly report on Form 10-Q. From time to time, the Company may use its website as a channel of distribution of material company information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk related to interest rates, foreign currencies and impairment risk.

Debt Instruments: At ~~June~~September 30, 2021, the Company’s debt obligations consisted of amounts outstanding under its ~~Credit Agreement~~revolving credit agreement and the ~~Senior~~5.625% Notes. The ~~Senior~~5.625% Notes bear a fixed ~~7.50%~~5.625% interest rate. The ~~Credit Agreement~~revolving credit agreement bears interest at variable rates based upon the ~~Euro rate,~~ U.S. bank prime rate, ~~and~~ U.S. base rate, atLIBOR or its replacement SOFR, EURIBOR, and SONIA depending on the ~~Company’s option.~~duration of the borrowing product. The Company’s ability to obtain the required bank syndication commitments depends in part on conditions in the bank market at the time of syndication. Given that there were ~~$88.6~~$181.1 million in borrowings under the ~~Credit Agreement,~~revolving credit agreement, as of ~~June~~September 30, 2021, a 1.0% increase or decrease in the weighted average interest rate, which was ~~4.28%~~2.45% at ~~June~~September 30, 2021, would have an interest impact of approximately ~~$0.9~~$0.4 million.

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Foreign Exchange: While the Company primarily conducts business in markets that use the U.S. dollar, the Canadian dollar, the Euro and the British Pound, its non-U.S. operations transact business in numerous different currencies. The Company’s results of operations are subject to risk from the translation to the U.S. dollar of the revenue and expenses of its non-U.S. operations. The effects of currency exchange rate fluctuations on the translation of the Company’s results of operations are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note ~~2 of the Company’s 2020 Form 10-K.~~2. For the most part, revenues and expenses incurred related to the non-U.S. operations are denominated in their functional currency. This minimizes the impact that fluctuations in exchange rates will have on profit margins. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Translation of current intercompany balances are included in net ~~earnings~~income (loss). The Company generally does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

The Company is exposed to foreign currency fluctuations relating to its intercompany balances between the U.S. and Canada. For every one cent change in the foreign exchange rate between the U.S. and Canada, the impact to the Company’s financial statements would be approximately $2.1 million.

Impairment Risk: At ~~June~~September 30, 2021, the Company ~~had goodwill~~did not have any impairment of ~~$671.5 million.~~goodwill. The Company reviews goodwill for impairment annually as of October 1st of each year or more frequently if indicators of potential impairment exist. See the ~~Critical~~Significant Accounting Policies ~~and Estimates section~~ in ~~the Company’s 2020 Form 10-K~~Note 2 for information related to impairment testing and the risk of potential impairment charges in future periods.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be included in our SEC reports is recorded, processed, summarized and reported within the applicable time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and Chief Financial Officer (“CFO”), who is our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives. However, our disclosure controls and procedures are designed to provide reasonable assurances of achieving our control objectives.

We conducted an evaluation, under the supervision and with the participation of our management, including our CEO, CFO and management Disclosure Committee, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(e) and 15(d)-15(e) of the Exchange Act. Based on that evaluation, and in light of the material weaknesses identified in the internal controls over financial reporting of Stagwell Marketing Group LLC (“SMG”), our CEO and CFO concluded that, as of September 30, 2021, our disclosure controls and procedures are ~~effective~~ineffective to ensure that decisions can be made timely with respect to required disclosures, as well as ensuring that the recording, processing, summarization and reporting of information required to be included in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 is appropriate.

Material Weaknesses in Internal Control Over Financial Reporting

In connection with the preparation of SMG's consolidated financial statements as of ~~June 30, 2021.~~December 31, 2020, 2019 and 2018 and for the years then ended, SMG identified material weaknesses in its internal controls over financial reporting, including not designing or maintaining an effective control environment that meets SMG’s accounting and reporting requirements. Specifically, SMG did not maintain a sufficient complement of personnel with an appropriate degree of internal controls and accounting knowledge, experience and training commensurate with its accounting and reporting requirements. This material weakness contributed to the following additional material weaknesses:

•SMG did not establish effective controls in response to the risks of material misstatement, including designing and maintaining formal accounting policies, procedures and controls over journal entries, significant accounts and disclosures, in order to achieve complete and accurate financial accounting, reporting and disclosures;

•SMG did not design and maintain effective controls over information technology (“IT”) general controls for information systems that are relevant to the preparation of its financial statements. Specifically, SMG did not design and maintain: (i) program change management controls for the financial systems to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately; (ii) appropriate user access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to financial applications, programs and data to appropriate SMG personnel; (iii) computer operations controls to ensure critical data interfaces between systems are appropriately identified and monitored, and data backups are authorized and restorations monitored; and (iv) testing and approval controls for program development to ensure that new software development is aligned with business and IT requirements; and

•SMG has not established a sufficient risk assessment process to identify risks of material misstatement due to fraud and/or error and implement controls against such risks.

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Remediation Efforts to Address Material Weakness

We are evaluating the weaknesses and intend to evaluate what remedial actions are necessary to enhance and improve our internal controls over financial reporting (“ICFR”) and therefore have not yet remediated the material weakness described above. Our remediation efforts will continue to be evaluated through 2022. We believe the controls that will be put in place will eliminate the material weaknesses and solidify the effectiveness of our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

The business combination of MDC with SMG, which was completed on August 2, 2021, had a material impact on the financial position, results of operations and cash flows of the combined company from the completion date through September 30, 2021. The business combination also resulted in material changes in the combined company’s internal controls over financial reporting. In addition to the remediation efforts described above, the Company is in the process of designing and integrating policies, processes, operations, technology and other components of internal controls over financial reporting of the combined company. Management will monitor the implementation of new controls and test the operating effectiveness when instances are available in future periods.

We have given consideration to the impact of COVID-19 and have concluded that there have been no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, we are involved in various legal proceedings. We do not currently expect that these proceedings will have a material adverse effect on our results of operations, cash flows or financial position.

Item 1A. Risk Factors

There have been no material changes tothat we are aware of from the risk factors ~~in Part I, Item 1A~~set forth under “Risk Factors” ofin Exhibit 99.2 to our ~~Annual~~Current Report on Form ~~10-K for~~8-K filed with the ~~year ended December 31, 2020.~~Securities and Exchange Commission on August 10, 2021. These risks could materially and adversely affect our business, results of operations, financial condition, cash flows, projected results and future prospects. These risks are not exclusive and additional risks to which we are subject include the factors listed under “Note About Forward-Looking Statements” and the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In the three months ended ~~June~~September 30, 2021, the Company issued ~~2,193,986~~no Class A shares in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. These shares were issued as payment to members of management of two subsidiaries for acquisitions by the Company of additional interests in the majority-owned subsidiaries. The Company received no cash proceeds and no commissions were paid to any person in connection with the issuance of the shares.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

For the three months ended ~~June~~September 30, 2021, the Company made no open market purchases of its Class A, ~~shares~~B, or ~~its Class B~~C shares. Pursuant to its Combined Credit Agreement and the indenture governing the ~~Senior~~5.625% Notes, the Company is currently limited as to the dollar amount of shares it may repurchase in the open market.

For the three months ended ~~June~~September 30, 2021, the Company’s employees surrendered Class A shares in connection with the required tax withholding resulting from the vesting of restricted stock. The Company paid these withholding taxes on behalf of the related employees. These Class A shares were subsequently retired and no longer remain outstanding as of ~~June~~September 30, 2021. The following table details those shares withheld during the ~~second~~third quarter of 2021:

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares That May Yet Be Purchased Under the Program
4/1/2021 - 4/30/2021 6,416 $ 7.55 — —
5/1/2021 - 5/31/2021 — — — —
6/1/2021 - 6/30/2021 38,458 3.97 — —
Total 44,874 $ 5.76 — —


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Number of Shares That May Yet Be Purchased Under the Program
7/1/2021 - 7/31/2021	—	$	—	—	—
8/1/2021 - 8/31/2021	—	—		—	—
9/1/2021 - 9/30/2021	(12,084)	8.39		—	—
Total	(12,084)	$	8.39	—	—

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

None

Item 6. Exhibits

The exhibits required by this item are listed on the Exhibit Index.

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EXHIBIT INDEX


Exhibit No.						Description
2.1						Transaction Agreement, dated as of December 21, 2020, by and among Stagwell Media LP and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on December 22, 2020).
2.2						Amendment No. 1 to the Transaction Agreement, dated as of June 4, 2021 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on June 7, 2021).
2.3						Amendment No. 2 to the Transaction Agreement, dated as of July 8, 2021 (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on July 9, 2021).
3.1						~~Registrant’s~~Second Amended and Restated Certificate of Incorporation of Stagwell Inc. (incorporated by reference to Exhibit 3.1 to the ~~Registrant’s~~Company’s Form 8-K filed on August 2, 2021).
3.1.1						Certificate of Amendment to the Amended and Restated Certificate of Designation of Series 6 Convertible Preferred Stock of Stagwell Inc., dated September 23, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on September 23, 2021).
3.1.2						Certificate of Amendment to the Certificate of Designation of Series 8 Convertible Preferred Stock of Stagwell Inc., dated September 23, 2021 (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on September 23, 2021).
3.2						~~Registrant’s~~Amended and Restated Bylaws of Stagwell Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on August 2, 2021).
4.1						~~Second Supplemental~~ Indenture, dated as of ~~January 13,~~August 20, 2021, among ~~the Company,~~Midas OpCo Holdings LLC, the Note Guarantors party thereto, and ~~the~~The Bank of New York Mellon Trust Company, N.A., as ~~trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on January 13, 2021.~~
4.2						~~Third Supplemental Indenture, dated as of February 8, 2021, among the Company, the Note Guarantors party thereto and the Bank of New York Mellon, as trustee~~Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on ~~February 9,~~August 20, 2021).
4.2						Form of 5.625% Senior Note due 2029 (included in Exhibit 4.1).
10.1						Goldman Letter Agreement, dated as of ~~April 21,~~July 8, 2021, by and among MDC Partners Inc., Broad Street Principal Investments, L.L.C., Stonebridge 2017, L.P. and Stonebridge 2017 Offshore, L.P. (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed on July 9, 2021).
10.2						Stagwell Letter Agreement, dated as of July 8, 2021, by and between MDC Partners Inc. and Stagwell Agency Holdings LLC (incorporated by reference to Exhibit 2.3 to the Company’s Form 8-K filed on July 9, 2021).
10.3						Registration Rights Agreement, dated August 2, 2021, by and among the Company and the Stagwell Parties (as defined therein) (incorporated by reference to Exhibit 10.1 to the Company’s ~~Amendment No. 2 to Registration Statement on~~ Form ~~S-4~~8-K filed on ~~April 21,~~August 2, 2021).
10.4						Tax Receivable Agreement, dated August 2, 2021, by and among the Company, Midas OpCo Holdings LLC and Stagwell Media LP (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 2, 2021).
10.5						Information Rights Letter Agreement, dated August 2, 2021, by and among the Company, Stagwell Media LP, Stagwell Group LLC and Stagwell Agency Holdings LLC (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on August 2, 2021).
10.6						Amended and Restated Credit Agreement, dated August 2, 2021, by and among Midas OpCo Holdings LLC, Maxxcom LLC, Stagwell Marketing Group LLC, and the other Borrowers party thereto, and JP Morgan Chase Bank, as Administrative Agent, and the other Agents and Lenders party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on August 2, 2021).
10.7						Amendment to Securities Purchase Agreement, dated August 4, 2021, by and between Stagwell Inc. and Broad Street Principal Investments, L.L.C. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 4, 2021).
10.8						OpCo Letter Agreement, dated August 4, 2021, by and among Stagwell Inc., Broad Street Principal Investments, L.L.C., Stonebridge 2017, L.P. and Stonebridge 2017 Offshore, L.P. (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 4, 2021).
10.9						Amendment to Securities Purchase Agreement, dated August 4, 2021, by and between Stagwell Inc. and Stagwell Agency Holdings LLC (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on August 4, 2021).
10.10						Employment Agreement Amendment, dated as of September 8, 2021, by and between the Company and Mark Penn (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 8, 2021).
10.11						Employment Agreement Amendment, dated as of September 8, 2021, by and between the Company and Frank Lanuto (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on September 8, 2021).
10.12						Employment Agreement, dated as of September 12, 2021, by and between the Company and Jay Leveton (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 16, 2021).
10.13						Employment Agreement, dated as of September 12, 2021, by and between the Company and Ryan Greene (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on September 16, 2021).

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10.14						Form of Financial Performance-Based Restricted Stock Grant Agreement (2021). *
10.15						Separation Agreement and Mutual General Release, made and entered into as of July 30, 2021, by and between David Ross and Midas OpCo Holdings LLC (as successor-in-interest to MDC Partners Inc.). *
31.1						Certification by Chief Executive Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2						Certification by Chief Financial Officer pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1						Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2						Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101						Interactive Data File, for the period ended ~~March 31,~~September 30, 2021. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.*
104						Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.*

* Filed electronically herewith.

~~† Indicates management contract or compensatory plan.~~

~~Table of Contents~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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STAGWELL INC.

/s/ Mark Penn
Mark Penn
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
~~August 5,~~November 9, 2021

/s/ Frank Lanuto
Frank Lanuto
Chief Financial Officer (Principal Financial Officer)
~~August 5,~~November 9, 2021

5367



	Six Months Ended
	June 30, 2021
	Convertible Preference Shares			Common Shares	Common Stock and Other Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		MDC Partners Inc. Shareholders' Deficit		Noncontrolling Interests		Total Shareholders' Deficit


	Shares	Amount		Shares
Balance at December 31, 2020	145,000	$	152,746	73,532,848	$	104,367	$	(709,751)	$	2,739	$	(449,899)	$	40,989	$	(408,910)
Net income attributable to MDC Partners Inc.	—	—		—	—		11,116		—		11,116		—		11,116
Other comprehensive income (loss)	—	—		—	—		—		(2,699)		(2,699)		(613)		(3,312)
Vesting of restricted awards	—	—		1,703,093	—		—		—		—		—		0
Shares acquired and cancelled	—	—		(109,394)	(436)		—		—		(436)		—		(436)
Stock-based compensation	—	—		—	2,529		—		—		2,529		—		2,529
Changes in redemption value of redeemable noncontrolling interests	—	—		—	2,000		—		—		2,000		—		2,000
Business acquisitions and step-up transactions, net of tax	—	—		2,131,574	(10,669)		—		—		(10,669)		—		(10,669)
Other	—	—		—	(8)		—		(1)		(9)		(1)		(10)
Balance at June 30, 2021	145,000	$	152,746	77,258,121	$	97,783	$	(698,635)	$	39	$	(448,067)	$	40,375	$	(407,692)



	Three Months Ended
	June 30, 2020
	Convertible Preference Shares			Common Shares	Common Stock and Other Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		MDC Partners Inc. Shareholders' Deficit		Noncontrolling Interests		Total Shareholders' Deficit


	Shares	Amount		Shares
Balance at March 31, 2020	145,000	$	152,746	72,483,166	$	99,587	$	(479,695)	$	3,669	$	(223,693)	$	39,749	$	(183,944)
Net loss attributable to MDC Partners Inc.	—	—		—	—		(595)		—		(595)		—		(595)
Other comprehensive income	—	—		—	—		—		957		957		410		1,367
Vesting of restricted awards	—	—		173,334	—		—		—		—		—		0
Shares acquired and cancelled	—	—		(69,110)	(95)		—		—		(95)		—		(95)
Stock-based compensation	—	—		—	557		—		—		557		—		557
Changes in redemption value of redeemable noncontrolling interests	—	—		—	(1,412)		—		—		(1,412)		—		(1,412)

Other	—	—		—	(403)		(81)		1		(483)		(1)		(484)
Balance at June 30, 2020	145,000	$	152,746	72,587,390	$	98,234	$	(480,371)	$	4,627	$	(224,764)	$	40,158	$	(184,606)


		Three Months Ended June 30,				Six Months Ended June 30,
Industry	Reportable Segment	2021		2020		2021		2020
Food & Beverage	All	$	62,462	$	46,811	$	117,640	$	104,396
Retail	All	33,901		32,728		64,678		69,537
Consumer Products	All	48,784		34,855		94,189		74,189
Communications	All	19,215		16,172		36,205		38,014
Automotive	All	13,945		13,020		29,574		38,212
Technology	All	54,810		38,846		101,200		88,341
Healthcare	All	37,074		23,112		68,568		46,843
Financials	All	24,138		19,748		48,580		43,753
Transportation and Travel/Lodging	All	11,917		9,053		21,865		25,552
Other	All	39,359		25,332		70,691		58,582
		$	345,605	$	259,677	$	653,190	$	587,419


	Six Months Ended June 30, 2021		Year Ended December 31, 2020
Beginning Balance	$	27,137	$	36,973
Redemptions	0		(12,289)
Granted	0		0
Changes in redemption value	(2,000)		2,800
Currency translation adjustments	86		(347)
Other	(584)		0
Ending Balance	$	24,639	$	27,137


	Three Months Ended June 30, 2021
	Integrated Networks - Group A		Integrated Networks - Group B		Media & Data Network		All Other		Corporate		Total


	(Dollars in Thousands)
Net income attributable to MDC Partners Inc. common shareholders											1,655








Non-operating items											30,988
Operating income (loss)	$	14,273	$	21,326	$	5,052	$	6,036	$	(14,044)	$	32,643

Adjustments:
Depreciation and amortization	1,322		3,589		457		1,452		1,185		8,005
Impairment and other losses	—		—		—		—		—		—
Stock-based compensation	4,756		1,384		63		181		554		6,938
Deferred acquisition consideration	5,382		49		102		79		—		5,612
Distributions from non-consolidated affiliates	—		—		—		—		463		463
Other items, net	1,517		196		1,221		483		3,202		6,619
Adjusted EBITDA	$	27,250	$	26,544	$	6,895	$	8,231	$	(8,640)	$	60,280



	Three Months Ended June 30, 2020
	Integrated Networks - Group A		Integrated Networks - Group B		Media & Data Network		All Other		Corporate		Total


	(Dollars in Thousands)
Net loss attributable to MDC Partners Inc. common shareholders											$	(4,104)








Non-operating items											4,202
Operating income (loss)	$	14,607	$	(7,717)	$	46	$	4,985	$	(11,823)	$	98

Adjustments:
Depreciation and amortization	1,566		4,387		807		1,902		236		8,898
Impairment and other losses	—		17,468		35		208		1,129		18,840
Stock-based compensation	(105)		746		4		118		276		1,039
Deferred acquisition consideration	1,138		1,503		—		(329)		—		2,312
Distributions from non-consolidated affiliates	—		—		—		—		1,079		1,079
Other items, net	—		—		—		—		3,895		3,895
Adjusted EBITDA	$	17,206	$	16,387	$	892	$	6,884	$	(5,208)	$	36,161



	Six Months Ended June 30, 2020
	Integrated Networks - Group A		Integrated Networks - Group B		Media & Data Network		All Other		Corporate		Total


	(Dollars in Thousands)
Net loss attributable to MDC Partners Inc. common shareholders											$	(6,542)








Non-operating items											35,967
Operating income (loss)	$	26,637	$	9,444	$	663	$	12,842	$	(20,161)	$	29,425

Adjustments:
Depreciation and amortization	3,307		8,913		1,615		3,801		468		18,104
Impairment and other losses	—		17,629		35		208		1,129		19,001
Stock-based compensation	1,856		1,646		(9)		198		418		4,109
Deferred acquisition consideration adjustments	1,707		(4,109)		375		(261)		—		(2,288)
Distributions from non- consolidated affiliates	—		—		—		—		1,065		1,065
Other items, net	—		—		—		—		6,311		6,311
Adjusted EBITDA	$	33,507	$	33,523	$	2,679	$	16,788	$	(10,770)	$	75,727