Segment Information | 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 to MDC Partners Inc. common shareholders' plus or minus adjustments 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 severance expense 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. Effective in the first quarter of 2020, the Company reorganized its management structure resulting in the aggregation of certain Partner Firms into integrated groups (“Networks”). Mr. Penn appointed key agency executives that report directly into him to lead each Network. In connection with the reorganization, we reassessed our reportable segments to align our external reporting with how we operate the Networks under our new organizational structure. Prior periods presented have been recast to reflect the change in reportable segments. See Note 1 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for information regarding a change in reportable segments between the first and second quarter of 2020. The three reportable segments that result from our reassessment are as follows: “Integrated Networks - Group A,” “Integrated Networks - Group B” and the “Media & Data Network.” In addition, the Company combines and discloses operating segments that do not meet the aggregation criteria as “All Other.” The Company also reports corporate expenses, as further detailed below, as “Corporate.” All segments follow the same basis of presentation and accounting policies as those described throughout the Notes to the Unaudited Condensed Consolidated Financial Statements included herein and Note 2 of the Company’s 2019 Form 10-K. • The Integrated Networks - Group A reportable segment is comprised of the Anomaly Alliance (Anomaly, Concentric Partners, Hunter, Mono, Y Media Labs) and Colle McVoy operating segments. • The Integrated 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, social media, television broadcast) 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. The Media & Data Network includes Gale Partners, Kenna, MDC Media and Northstar. • All Other consists of the Company’s remaining operating segments that provide a range of services including advertising, public relations and marketing communication services, but generally do not have similar services offerings or financial characteristics as those aggregated in the reportable segments. The All Other category includes Allison & Partners, Bruce Mau, Forsman & Bodenfors, Hello, Team and Vitro. • Corporate consists of corporate office expenses incurred in connection with the strategic resources provided to the operating segments, as well as certain other centrally managed expenses that are not fully allocated to the operating segments. These office and general expenses include (i) salaries and related expenses for corporate office employees, including employees dedicated to supporting the operating segments, (ii) occupancy expenses relating to properties occupied by all corporate office employees, (iii) other office and general expenses including professional fees for the financial statement audits and other public company costs, and (iv) certain other professional fees managed by the corporate office. Additional expenses managed by the corporate office that are directly related to the operating segments are allocated to the appropriate reportable segment and the All Other category. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue: (Dollars in Thousands) Integrated Networks - Group A $ 87,064 $ 99,299 $ 260,420 $ 276,286 Integrated Networks - Group B 112,159 129,057 323,264 395,622 Media & Data Network 33,572 36,235 103,181 118,923 All Other 50,628 78,316 183,978 242,997 Total $ 283,423 $ 342,907 $ 870,843 $ 1,033,828 Adjusted EBITDA: Integrated Networks - Group A $ 21,009 $ 23,974 $ 54,516 $ 43,128 Integrated Networks - Group B 29,598 21,989 63,121 65,117 Media & Data Network 3,031 1,354 5,710 2,388 All Other 7,146 9,221 23,936 26,962 Corporate (6,726) (7,333) (17,496) (20,478) Total Adjusted EBITDA $ 54,058 $ 49,205 $ 129,787 $ 117,117 Depreciation and amortization $ (9,332) $ (9,368) $ (27,437) $ (28,869) Impairment and other losses (159) (1,944) (19,159) (1,944) Stock-based compensation (6,459) (6,026) (10,568) (12,632) Deferred acquisition consideration adjustments (2,803) (1,943) (515) 3,627 Distributions from non-consolidated affiliates (208) 202 (1,273) 171 Other items, net (6,208) (705) (12,519) (8,926) Total Operating Income $ 28,889 $ 29,421 $ 58,316 $ 68,544 Other Income (Expenses): Interest expense and finance charges, net $ (15,266) $ (16,110) $ (46,819) $ (49,284) Foreign exchange gain (loss) 2,159 (3,973) (7,256) 4,401 Other, net 505 (431) 22,723 (4,559) Income before income taxes and equity in earnings of non-consolidated affiliates 16,287 8,907 26,964 19,102 Income tax expense 1,452 3,457 7,029 6,292 Income before equity in earnings of non-consolidated affiliates 14,835 5,450 19,935 12,810 Equity in earnings (losses) of non-consolidated affiliates (31) 63 (829) 352 Net income 14,804 5,513 19,106 13,162 Net income attributable to the noncontrolling interest (10,728) (7,265) (14,620) (10,737) Net income (loss) attributable to MDC Partners Inc. 4,076 (1,752) 4,486 2,425 Accretion on and net income allocated to convertible preference shares (3,716) (3,306) (10,528) (8,931) Net income (loss) attributable to MDC Partners Inc. common shareholders $ 360 $ (5,058) $ (6,042) $ (6,506) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Depreciation and amortization: (Dollars in Thousands) Integrated Networks - Group A $ 1,601 $ 2,132 $ 4,908 $ 6,420 Integrated Networks - Group B 4,813 3,872 13,726 11,964 Media & Data Network 786 1,004 2,401 3,332 All Other 1,933 2,168 5,735 6,523 Corporate 199 192 667 630 Total $ 9,332 $ 9,368 $ 27,437 $ 28,869 Stock-based compensation: Integrated Networks - Group A $ 4,024 $ 4,330 $ 5,880 $ 8,564 Integrated Networks - Group B 742 740 2,388 3,231 Media & Data Network 131 16 122 22 All Other 141 107 339 363 Corporate 1,421 833 1,839 452 Total $ 6,459 $ 6,026 $ 10,568 $ 12,632 Capital expenditures: Integrated Networks - Group A $ 269 $ 1,083 $ 835 $ 5,120 Integrated Networks - Group B 694 4,108 899 6,287 Media & Data Network 72 116 269 460 All Other 79 545 536 1,889 Corporate 23,073 11 25,338 30 Total $ 24,187 $ 5,863 $ 27,877 $ 13,786 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. Corporate’s capital expenditures in 2020 are primarily for leasehold improvements at its new headquarters at One World Trade Center in connection with the centralization of the Company’s New York real estate portfolio. As of September 30, 2020, the Company had $16,403 of capital expenditures that were incurred in the current year, but not yet paid. See Note 3 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 nine months ended September 30, 2020 and 2019. |