Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 23, 2021 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-13718 | |
Entity Registrant Name | Stagwell Inc | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 86-1390679 | |
Entity Address, Address Line One | One World Trade Center, Floor 65 | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10007 | |
City Area Code | 646 | |
Local Phone Number | 429-1800 | |
Title of 12(b) Security | Class A Subordinate Voting Shares, no par value | |
Trading Symbol | STGW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000876883 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 77,563,885 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,743 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 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 |
Costs and Expenses, Total | 312,962 | 259,579 | 592,880 | 557,994 |
Operating income | 32,643 | 98 | 60,310 | 29,425 |
Other income (expense): | ||||
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 |
Nonoperating Income (Expense), Total | (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 |
Net income (loss) attributable to MDC Partners Inc. common shareholders | $ 1,655 | $ (4,104) | $ 2,576 | $ (6,542) |
Basic and diluted | ||||
Earnings per share, basic | $ 0.02 | $ (0.06) | $ 0.03 | $ (0.09) |
Earnings per share, diluted | $ 0.02 | $ (0.06) | $ 0.03 | $ (0.09) |
Weighted Average Number of Common Shares Outstanding: | ||||
Weighted Average Number of Shares Outstanding, Basic | 75,078,755 | 72,528,455 | 74,240,447 | 72,463,058 |
Weighted Average Number of Shares Outstanding, Diluted | 78,459,483 | 72,528,455 | 77,001,526 | 72,463,058 |
Series 4 Convertible Preferred Stock [Domain] | Preferred Stock | ||||
Other income (expense): | ||||
Accretion on and net income allocated to convertible preference shares | $ (4,451) | $ (8,540) |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Comprehensive income (loss) | ||||
Net income | $ 14,337 | $ 2,506 | $ 23,838 | $ 4,299 |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Foreign currency translation adjustment | 195 | 1,367 | (3,312) | 8,796 |
Other comprehensive income (loss) | 195 | 1,367 | (3,312) | 8,796 |
Comprehensive income for the period | 14,532 | 3,873 | 20,526 | 13,095 |
Comprehensive income attributable to the noncontrolling interests | (8,570) | (3,511) | (12,109) | (3,793) |
Comprehensive income attributable to MDC Partners Inc. | $ 5,962 | $ 362 | $ 8,417 | $ 9,302 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 108,280 | $ 60,757 |
Accounts receivable, less allowance for doubtful accounts of $3,656 and $5,473 | 426,841 | 374,892 |
Expenditures billable to clients | 16,793 | 10,552 |
Other current assets | 31,312 | 40,938 |
Total Current Assets | 583,226 | 487,139 |
Fixed assets, at cost, less accumulated depreciation of $134,019 and $136,166 | 81,191 | 90,413 |
Right-of-use lease assets - operating leases | 198,556 | 214,188 |
Goodwill | 671,542 | 668,211 |
Other intangible assets, net | 29,405 | 33,844 |
Other assets | 23,258 | 17,517 |
Total Assets | 1,587,178 | 1,511,312 |
Current Liabilities | ||
Accounts payable | 158,136 | 168,396 |
Accruals and other liabilities | 250,070 | 274,968 |
Current portion of lease liabilities - operating leases | 41,400 | 41,208 |
Current portion of deferred acquisition consideration | 59,612 | 53,730 |
Total Current Liabilities | 720,466 | 691,258 |
Long-term debt | 935,072 | 843,184 |
Long-term portion of deferred acquisition consideration | 8,056 | 29,335 |
Long-term lease liabilities - operating leases | 231,811 | 247,243 |
Other liabilities | 74,826 | 82,065 |
Total Liabilities | 1,970,231 | 1,893,085 |
Redeemable Noncontrolling Interests | 24,639 | 27,137 |
Commitments, Contingencies and Guarantees (Note 9) | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
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 |
Accumulated deficit | (698,635) | (709,751) |
Accumulated other comprehensive income | 39 | 2,739 |
MDC Partners Inc. Shareholders' Deficit | (448,067) | (449,899) |
Noncontrolling interests | 40,375 | 40,989 |
Total Shareholders' Deficit | (407,692) | (408,910) |
Liabilities and Equity, Total | $ 1,587,178 | $ 1,511,312 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3,656 | $ 5,473 |
Fixed assets, accumulated depreciation | $ 134,019 | $ 136,166 |
Preference shares, authorized (in shares) | 145,000 | 145,000 |
Preference shares, issued (in shares) | 145,000 | 145,000 |
Preference shares, outstanding (in shares) | 145,000 | 145,000 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 23,838 | $ 4,299 |
Adjustments to reconcile net income to cash provided by (used in) operating activities: | ||
Stock-based compensation | 4,975 | 4,109 |
Depreciation and amortization | 16,181 | 18,104 |
Impairment and other losses | 875 | 19,001 |
Adjustment to deferred acquisition consideration | 17,297 | (2,288) |
Deferred income taxes | 39 | 2,114 |
Foreign exchange and other | (8,219) | (4,578) |
Changes in working capital: | ||
Accounts receivable | (51,950) | 88,039 |
Expenditures billable to clients | (6,241) | 10,707 |
Prepaid expenses and other current assets | (7,622) | (4,363) |
Accounts payable, accruals and other liabilities | (13,615) | (127,188) |
Acquisition related payments | (23,440) | (6,215) |
Advance billings | 58,291 | (35,422) |
Net cash provided by (used in) operating activities | 10,409 | (33,681) |
Cash flows from investing activities: | ||
Capital expenditures | (15,381) | (3,690) |
Proceeds from sale of assets | 7,080 | 19,616 |
Acquisitions, net of cash acquired | 0 | (729) |
Other | (1,273) | (554) |
Net cash provided by (used in) investing activities | (9,574) | 14,643 |
Repayment of borrowing under revolving credit facility | ||
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) |
Distributions to noncontrolling interests and other | (20,269) | (11,050) |
Repurchase of Bonds | 0 | 21,999 |
Net cash provided by (used in) financing activities | 46,898 | (1,434) |
Effect of exchange rate changes on cash and cash equivalents | (210) | (981) |
Net increase in cash and cash equivalents | 47,523 | (21,453) |
Cash and cash equivalents at beginning of period | 60,757 | 106,933 |
Cash and cash equivalents at end of period | 108,280 | 85,480 |
Supplemental disclosures: | ||
Cash income taxes paid | 7,901 | 2,566 |
Cash interest paid | $ 32,806 | $ 28,736 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | 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 | Series 4 Convertible Preferred Stock [Member]Convertible Preference Shares |
Balance at Dec. 31, 2019 | $ (190,575) | $ 152,746 | $ 101,469 | $ (480,779) | $ (4,269) | $ (230,833) | $ 40,258 | ||
Balance (in shares) at Dec. 31, 2019 | 145,000,000 | ||||||||
Common stock, balance (in shares) at Dec. 31, 2019 | 72,154,603 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss attributable to MDC Partners Inc. | 407 | 407 | |||||||
Other comprehensive income (loss) | 8,796 | 8,895 | 8,895 | (99) | |||||
Issuance of restricted stock | 0 | ||||||||
Issuance of restricted stock (in shares) | 760,561 | ||||||||
Shares acquired and cancelled | (732) | (732) | (732) | ||||||
Shares acquired and cancelled (in shares) | (327,774) | ||||||||
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 | (402) | (403) | 1 | (1) | (401) | (1) | |||
Balance at Jun. 30, 2020 | (184,606) | 152,746 | 98,234 | (480,371) | 4,627 | (224,764) | 40,158 | ||
Balance (in shares) at Jun. 30, 2020 | 145,000,000 | ||||||||
Common stock, balance (in shares) at Jun. 30, 2020 | 72,587,390 | ||||||||
Balance at Mar. 31, 2020 | (183,944) | 152,746 | 99,587 | (479,695) | 3,669 | (223,693) | 39,749 | ||
Balance (in shares) at Mar. 31, 2020 | 145,000,000 | ||||||||
Common stock, balance (in shares) at Mar. 31, 2020 | 72,483,166 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss attributable to MDC Partners Inc. | (595) | (595) | |||||||
Other comprehensive income (loss) | 1,367 | 957 | 957 | 410 | |||||
Issuance of restricted stock | 0 | ||||||||
Issuance of restricted stock (in shares) | 173,334 | ||||||||
Shares acquired and cancelled | (95) | (95) | (95) | ||||||
Shares acquired and cancelled (in shares) | (69,110) | ||||||||
Stock-based compensation | 557 | 557 | 557 | ||||||
Changes in redemption value of redeemable noncontrolling interests | (1,412) | (1,412) | (1,412) | ||||||
Business acquisitions and step-up transactions, net of tax | 0 | ||||||||
Other | (484) | (403) | (81) | 1 | (483) | (1) | |||
Balance at Jun. 30, 2020 | (184,606) | 152,746 | 98,234 | (480,371) | 4,627 | (224,764) | 40,158 | ||
Balance (in shares) at Jun. 30, 2020 | 145,000,000 | ||||||||
Common stock, balance (in shares) at Jun. 30, 2020 | 72,587,390 | ||||||||
Balance at Dec. 31, 2020 | (408,910) | 152,746 | 104,367 | (709,751) | 2,739 | (449,899) | 40,989 | ||
Balance (in shares) at Dec. 31, 2020 | 145,000,000 | ||||||||
Common stock, balance (in shares) at Dec. 31, 2020 | 73,532,848 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss attributable to MDC Partners Inc. | 11,116 | 11,116 | 11,116 | ||||||
Other comprehensive income (loss) | (3,312) | (2,699) | (2,699) | (613) | |||||
Issuance of restricted stock | 0 | ||||||||
Issuance of restricted stock (in shares) | 1,703,093 | ||||||||
Shares acquired and cancelled | (436) | (436) | (436) | ||||||
Shares acquired and cancelled (in shares) | (109,394) | ||||||||
Stock-based compensation | 2,529 | 2,529 | 2,529 | ||||||
Changes in redemption value of redeemable noncontrolling interests | 2,000 | 2,000 | 2,000 | ||||||
Business acquisition and step-up transactions, net of tax (in shares) | 2,131,574 | ||||||||
Business acquisitions and step-up transactions, net of tax | (10,669) | (10,669) | (10,669) | ||||||
Other | (10) | (8) | (1) | (9) | (1) | ||||
Balance at Jun. 30, 2021 | (407,692) | 152,746 | 97,783 | (698,635) | 39 | (448,067) | 40,375 | ||
Balance (in shares) at Jun. 30, 2021 | 145,000,000 | ||||||||
Common stock, balance (in shares) at Jun. 30, 2021 | 77,258,121 | ||||||||
Balance at Mar. 31, 2021 | (405,583) | 152,746 | 106,193 | (704,741) | 183 | (445,619) | 40,036 | ||
Balance (in shares) at Mar. 31, 2021 | 145,000,000 | ||||||||
Common stock, balance (in shares) at Mar. 31, 2021 | 74,791,060 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss attributable to MDC Partners Inc. | 6,106 | 6,106 | 6,106 | ||||||
Other comprehensive income (loss) | 195 | (144) | (144) | 339 | |||||
Issuance of restricted stock | 0 | ||||||||
Issuance of restricted stock (in shares) | 380,361 | ||||||||
Shares acquired and cancelled | (234) | (234) | (234) | ||||||
Shares acquired and cancelled (in shares) | (44,874) | ||||||||
Stock-based compensation | 1,494 | 1,494 | 1,494 | ||||||
Changes in redemption value of redeemable noncontrolling interests | 319 | 319 | 319 | ||||||
Business acquisition and step-up transactions, net of tax (in shares) | 2,131,574 | ||||||||
Business acquisitions and step-up transactions, net of tax | (10,339) | (10,339) | (10,339) | ||||||
Other | 350 | 350 | 350 | ||||||
Balance at Jun. 30, 2021 | $ (407,692) | $ 152,746 | $ 97,783 | $ (698,635) | $ 39 | $ (448,067) | $ 40,375 | ||
Balance (in shares) at Jun. 30, 2021 | 145,000,000 | ||||||||
Common stock, balance (in shares) at Jun. 30, 2021 | 77,258,121 |
Basis of Presentation and Recen
Basis of Presentation and Recent Developments | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Recent Developments | Basis of Presentation and Recent Developments As of June 30, 2021, MDC Partners Inc. (the “Company” or “MDC”), incorporated under the laws of Canada, is a leading provider of global marketing, advertising, activation, communications and strategic consulting solutions. Through its Networks (and underlying agencies generally referred to as “Partner Firms”), MDC delivers a wide range of customized services in order to drive growth and business performance for its clients. The accompanying consolidated financial statements include the accounts of MDC, its subsidiaries and variable interest entities for which the Company is the primary beneficiary. MDC 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”). The Company’s business improved in the second quarter of 2021 compared to the second quarter of 2020, primarily due to recovery from the COVID-19 pandemic. Although the pandemic did not begin to impact the Company’s operations in the first quarter of 2020, it did have a significant impact on the Company’s operations in the second quarter of 2020. Therefore, the quarterly period-over-period comparisons reflect the recovery in the second quarter of 2021 and the negative impact in the second quarter of 2020. While a recovery from the 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, 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 Transactions, 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 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% 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 “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 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. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions 2021 Acquisition On April 26, 2021, the Company acquired the remaining 40% ownership interest of Gale it did not already own for an aggregate purchase price of approximately $20,000, comprised of $7,695, which was settled with Company stock and deferred payments with an estimated present value at the acquisition date of $11,406, to be paid in 2022 and 2023. The difference between the purchase price and the noncontrolling interest of $10,339 was recorded in Common stock and other paid-in capital in the Unaudited Condensed Consolidated Balance Sheets. 2020 Acquisition On July 1, 2020, the Company acquired the remaining 10% ownership interest 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 of the transaction, the Company reduced noncontrolling and redeemable noncontrolling interests by $2,651. The difference between the purchase price and the noncontrolling interest of $464 was recorded in Common stock and other paid-in capital in the Unaudited Condensed Consolidated Balance Sheets. On March 19, 2020, the Company acquired the remaining 22.5% ownership interest of KWT Global it did not already own for an aggregate purchase price of $2,118, comprised of a closing cash payment of $729 and contingent deferred acquisition payments with an estimated present value at the acquisition date of $1,389. The contingent deferred payments were based on the financial results 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 and the redeemable noncontrolling interest of $503 was recorded in Common stock and other paid-in capital in the Unaudited Condensed Consolidated Balance Sheets. 2020 Disposition On February 14, 2020, the Company sold substantially all the assets and certain liabilities of Sloane and Company LLC (“Sloane”), an indirectly wholly owned subsidiary of the Company, to an affiliate of The Stagwell Group LLC (“Stagwell”), for an aggregate sale price of $26,696, consisting of cash received at closing plus contingent deferred payments expected to be paid over the next two years. The sale resulted in a gain of $16,827, which is included in Other, net within the Unaudited Condensed Consolidated Statements of Operations. Sloane was included within Allison & Partners which is included within the All Other category. 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 30, 2021 and December 31, 2020. June 30, December 31, 2021 2020 Beginning Balance of Contingent Payments $ 82,802 $ 74,671 Payments (44,324) (46,792) Redemption value adjustments (1) 18,552 44,993 Additions - Acquisitions and step-up transactions 11,406 7,703 Other (768) 2,227 Ending balance of contingent payments $ 67,668 $ 82,802 Fixed Payments — 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. 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 deferred acquisition consideration: 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) |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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 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 (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. 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. 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. 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 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 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 performance incentives or bonuses. Certain clients may engage with the Company in various geographic locations, across multiple disciplines, and through multiple Partner Firms. Representation of a client rarely means that MDC handles marketing communications for all brands or product lines of the client in every geographical location. The Company’s Partner Firms often cooperate with one another through referrals and the sharing of both services and expertise, which enables MDC to service clients’ varied marketing needs by crafting custom integrated solutions. Additionally, the Company maintains separate, independent operating companies to enable it to effectively manage potential conflicts of interest by representing competing clients across the MDC network. The following table presents revenue disaggregated by client industry vertical for the three and six months ended June 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 MDC 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 are located in the United States, Canada, and an additional eleven 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 months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, Geographical Location Reportable Segment 2021 2020 2021 2020 United States All $ 277,542 $ 210,342 $ 520,122 $ 474,903 Canada All 22,992 16,609 45,642 34,865 Other All 45,071 32,726 87,426 77,651 $ 345,605 $ 259,677 $ 653,190 $ 587,419 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 and $49,110 at June 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 and $10,552 at June 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. 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 30, 2021 and December 31, 2020 were $211,248 and $152,956, respectively. The increase in the Advance billings balance of $58,292 for the six months ended June 30, 2021 was primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $118,934 of revenues recognized that were included in the Advance billings 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 30, 2021 and December 31, 2020 were $118,589 and $112,755, respectively. The increase in the balance of $5,834 for the six months ended June 30, 2021 was primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $78,780 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 months ended June 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 of unsatisfied performance obligations as of June 30, 2021, of which we expect to recognize approximately 58% in 2021 and 42% in 2022. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | Income (Loss) Per Common Share The following table sets forth the computation 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) — (1,018) — 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 — 26 — 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 |
Deferred Acquisition Considerat
Deferred Acquisition Consideration | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Deferred Acquisition Consideration | Acquisitions and Dispositions 2021 Acquisition On April 26, 2021, the Company acquired the remaining 40% ownership interest of Gale it did not already own for an aggregate purchase price of approximately $20,000, comprised of $7,695, which was settled with Company stock and deferred payments with an estimated present value at the acquisition date of $11,406, to be paid in 2022 and 2023. The difference between the purchase price and the noncontrolling interest of $10,339 was recorded in Common stock and other paid-in capital in the Unaudited Condensed Consolidated Balance Sheets. 2020 Acquisition On July 1, 2020, the Company acquired the remaining 10% ownership interest 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 of the transaction, the Company reduced noncontrolling and redeemable noncontrolling interests by $2,651. The difference between the purchase price and the noncontrolling interest of $464 was recorded in Common stock and other paid-in capital in the Unaudited Condensed Consolidated Balance Sheets. On March 19, 2020, the Company acquired the remaining 22.5% ownership interest of KWT Global it did not already own for an aggregate purchase price of $2,118, comprised of a closing cash payment of $729 and contingent deferred acquisition payments with an estimated present value at the acquisition date of $1,389. The contingent deferred payments were based on the financial results 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 and the redeemable noncontrolling interest of $503 was recorded in Common stock and other paid-in capital in the Unaudited Condensed Consolidated Balance Sheets. 2020 Disposition On February 14, 2020, the Company sold substantially all the assets and certain liabilities of Sloane and Company LLC (“Sloane”), an indirectly wholly owned subsidiary of the Company, to an affiliate of The Stagwell Group LLC (“Stagwell”), for an aggregate sale price of $26,696, consisting of cash received at closing plus contingent deferred payments expected to be paid over the next two years. The sale resulted in a gain of $16,827, which is included in Other, net within the Unaudited Condensed Consolidated Statements of Operations. Sloane was included within Allison & Partners which is included within the All Other category. 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 30, 2021 and December 31, 2020. June 30, December 31, 2021 2020 Beginning Balance of Contingent Payments $ 82,802 $ 74,671 Payments (44,324) (46,792) Redemption value adjustments (1) 18,552 44,993 Additions - Acquisitions and step-up transactions 11,406 7,703 Other (768) 2,227 Ending balance of contingent payments $ 67,668 $ 82,802 Fixed Payments — 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. 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 deferred acquisition consideration: 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) |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | 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 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. 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. 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 30, 2021, the Company has entered into six 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. Accordingly, these six leases represent an obligation of the Company that is not reflected within the Unaudited Condensed Consolidated Balance Sheets as of June 30, 2021. The aggregate future liability related to these leases is approximately $38,238. 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 months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Lease Cost: Operating lease cost $ 16,898 $ 18,511 $ 34,025 $ 34,902 Variable lease cost 2,328 3,573 4,921 8,228 Sublease rental income (2,311) (2,892) (4,875) (5,697) Total lease cost $ 16,915 $ 19,192 $ 34,071 $ 37,433 Additional information: Cash paid for amounts included in the measurement of lease liabilities for operating leases Operating cash flows $ 17,463 $ 17,592 $ 34,259 $ 35,227 Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments $ 620 $ 30,815 $ 4,436 $ 37,934 Weighted average remaining lease term (in years) - Operating leases 7.1 7.4 7.1 7.4 Weighted average discount rate - Operating leases 10.7 10.5 10.7 10.5 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 30, 2021 and their reconciliation to the corresponding lease liabilities: Maturity Analysis Remaining 2021 $35,383 2022 61,205 2023 56,935 2024 50,683 2025 39,640 2026 and thereafter 152,753 Total 396,599 Less: Present value discount (123,388) Lease liability $ 273,211 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of June 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 $ — Senior Notes 870,256 870,256 Debt Issuance Cost (23,786) (27,072) $ 935,072 $ 843,184 See Note 1 of the Notes to the Unaudited Condensed Consolidated Financial Statements for information regarding the Company’s plan to redeem the Senior Notes and the termination of its Revolving Credit Agreement subsequent to June 30, 2021. Senior Notes The aggregate principal amount of the senior notes totaling $870.3 million mature on May 1, 2024 bear interest, payable semiannually 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 based on the timing of the redemption. The Company was in compliance with all covenants at June 30, 2021. Revolving Credit Agreement The Company is party to a $211,500 secured revolving credit facility due February 3, 2022. The Company had $88,602 outstanding under the revolving credit facility as of June 30, 2021. Advances under the Credit Agreement bear interest as follows: (i) Non-Prime Rate Loans bear interest at the Non-Prime Rate plus the Non-Prime Rate Margin and (ii) all other Obligations bear interest at the Prime Rate, plus the Prime Rate Margin. 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, MDC is required to pay an unused revolver fee to lenders under the Credit Agreement in respect of unused commitments thereunder. The Company was in compliance with all of the terms and conditions of its Credit Agreement as of June 30, 2021. At June 30, 2021 and December 31, 2020, the Company had issued undrawn outstanding letters of credit of $19,533 and $18,651, respectively. |
Noncontrolling and Redeemable N
Noncontrolling and Redeemable Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling and Redeemable Noncontrolling Interests | Noncontrolling and Redeemable Noncontrolling InterestsWhen 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 (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 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 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 months ended June 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) — (10,669) (503) Net transfers from noncontrolling interests $ (10,339) $ — $ (10,669) $ (503) Change from net income (loss) attributable to MDC Partners Inc. and transfers to noncontrolling interests $ (4,233) $ (595) $ 447 $ (96) 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 — (12,289) Granted — — Changes in redemption value (2,000) 2,800 Currency translation adjustments 86 (347) Other (584) — Ending Balance $ 24,639 $ 27,137 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 as of June 30, 2021, consists of $16,040, assuming that the subsidiaries perform over the relevant periods at their current profit levels, $8,599 upon termination of such owner’s employment with the |
Commitments, Contingencies and
Commitments, Contingencies and Guarantees | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, Contingencies and Guarantees | 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 5 and 8 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 30, 2021, the Company had $19,533 of undrawn letters of credit. The Company entered into operating leases for which the commencement date has not yet occurred as of June 30, 2021. See Note 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for additional information. |
Share Capital
Share Capital | 6 Months Ended |
Jun. 30, 2021 | |
Share Capital [Abstract] | |
Share Capital | 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 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. Holders 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 Shares issued upon conversion of the Series 6 Preference Shares. 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 one vote each, with a par value of $0, 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. There were 77,254,378 and 73,529,105 Class A Shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively. Class B Common Shares (“Class B Shares”) These are an unlimited number of voting shares, carrying twenty 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. There were 3,743 and 3,743 Class B Shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements A fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. The hierarchy for observable and unobservable inputs used to measure fair value into three broad levels are described below: • Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. • Level 3 - Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. Financial Liabilities 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 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Carrying Fair Value Carrying Fair Value Liabilities: Senior Notes $ 870,256 $ 882,222 $ 870,256 $ 883,580 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 Measured at Fair Value on a Recurring Basis 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 and is 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 30, 2021, the discount rate used to measure these liabilities was 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 included herein for additional information regarding contingent deferred acquisition consideration. At June 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 or intangible assets for the three and six months ended June 30, 2021. The company recognized an impairment of goodwill of $13,382 for the three and six months ended June 30, 2020. |
Supplemental Information
Supplemental Information | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Information | Supplemental Information Impairment and Other Losses The Company recognized a charge of $875 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 an impairment of goodwill of $13,382 for the three and six months ended June 30, 2020. See Note 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements included herein for additional information regarding the impairment of right-of-use lease assets and losses. 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 30, 2021 of $1,387 (on a pre-tax income of $15,875 resulting in an effective tax rate of 8.7%) compared to an income tax benefit of $7,923 (on pre-tax loss of $4,619 resulting in an effective tax rate of 171.5%) for the three months ended June 30, 2020. The effective tax rate of 8.7% for the three months ended June 30, 2021 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 171.5% for the three months ended June 30, 2020 was primarily driven by the benefit of losses particularly in the U.S. and the profits in foreign jurisdictions subject to valuation allowances. The Company had an income tax expense for the six months ended June 30, 2021 of $2,689 (on a pre-tax income of $27,171 resulting in an effective tax rate of 9.9%) compared to income tax expense of $5,577 (on pre-tax income of $10,674 resulting in an effective tax rate of 52.2%) for the six months ended June 30, 2020. The effective tax rate of 9.9% for the six months ended June 30, 2021 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 related valuation allowances on certain foreign jurisdictions, and the jurisdictional mix of earnings. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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, a Partner Firm of the Company entered into an arrangement with a Stagwell affiliate, in which the Stagwell affiliate and the Partner Firm collaborated to provide various services to a client 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. Under the arrangement, the Partner Firm is expected to receive from the Stagwell affiliate 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 which is expected to be fully recognized as of December 2021. As of June 30, 2021, $0 was due from the affiliate. In January 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 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. 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 Firm is expected to pay the Stagwell affiliate approximately $1,123, which is expected to be fully recognized as of the first quarter of 2022. As of June 30, 2021, $659 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. The Company entered into an agreement commencing on January 1, 2020 to sublease office space through July 2021 to a company whose chairman is a member of the Company’s Board of Directors. As of June 30, 2021, the total future rental income related to the sublease is approximately $8. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
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 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 three reportable segments that result from applying the aggregation criteria 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 2020 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 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 — (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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Depreciation and amortization: (Dollars in Thousands) 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 All Other 1,452 1,902 2,989 3,801 Corporate 1,185 236 2,401 468 Total $ 8,005 $ 8,898 $ 16,181 $ 18,104 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) All Other 181 118 242 198 Corporate 554 276 1,184 418 Total $ 6,938 $ 1,039 $ 4,975 $ 4,109 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 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 six months ended June 30, 2021 and 2020. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
By Location | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | The following table presents revenue disaggregated by geography for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, Geographical Location Reportable Segment 2021 2020 2021 2020 United States All $ 277,542 $ 210,342 $ 520,122 $ 474,903 Canada All 22,992 16,609 45,642 34,865 Other All 45,071 32,726 87,426 77,651 $ 345,605 $ 259,677 $ 653,190 $ 587,419 |
Industry Vertical | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | The following table presents revenue disaggregated by client industry vertical for the three and six months ended June 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 |
Income (Loss) Per Common Share
Income (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | The following table sets forth the computation 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) — (1,018) — 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 — 26 — 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 |
Deferred Acquisition Consider_2
Deferred Acquisition Consideration (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of Changes in Contingent Deferred Acquisition Consideration | 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 30, 2021 and December 31, 2020. June 30, December 31, 2021 2020 Beginning Balance of Contingent Payments $ 82,802 $ 74,671 Payments (44,324) (46,792) Redemption value adjustments (1) 18,552 44,993 Additions - Acquisitions and step-up transactions 11,406 7,703 Other (768) 2,227 Ending balance of contingent payments $ 67,668 $ 82,802 Fixed Payments — 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. 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 deferred acquisition consideration: 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) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Lease Costs and Other Quantitative Information | The following table presents lease costs and other quantitative information for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Lease Cost: Operating lease cost $ 16,898 $ 18,511 $ 34,025 $ 34,902 Variable lease cost 2,328 3,573 4,921 8,228 Sublease rental income (2,311) (2,892) (4,875) (5,697) Total lease cost $ 16,915 $ 19,192 $ 34,071 $ 37,433 Additional information: Cash paid for amounts included in the measurement of lease liabilities for operating leases Operating cash flows $ 17,463 $ 17,592 $ 34,259 $ 35,227 Right-of-use lease assets obtained in exchange for operating lease liabilities and other non-cash adjustments $ 620 $ 30,815 $ 4,436 $ 37,934 Weighted average remaining lease term (in years) - Operating leases 7.1 7.4 7.1 7.4 Weighted average discount rate - Operating leases 10.7 10.5 10.7 10.5 |
Minimum Future Rental Payments | The following table presents minimum future rental payments under the Company’s leases at June 30, 2021 and their reconciliation to the corresponding lease liabilities: Maturity Analysis Remaining 2021 $35,383 2022 61,205 2023 56,935 2024 50,683 2025 39,640 2026 and thereafter 152,753 Total 396,599 Less: Present value discount (123,388) Lease liability $ 273,211 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | June 30, 2021 December 31, 2020 Revolving Credit Agreement $ 88,602 $ — Senior Notes 870,256 870,256 Debt Issuance Cost (23,786) (27,072) $ 935,072 $ 843,184 |
Noncontrolling and Redeemable_2
Noncontrolling and Redeemable Noncontrolling Interests (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
Change In Noncontrolling Interest [Table Text Block] | 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 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 |
Noncontrolling Interest [Table Text Block] | Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the three and six months ended June 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) — (10,669) (503) Net transfers from noncontrolling interests $ (10,339) $ — $ (10,669) $ (503) Change from net income (loss) attributable to MDC Partners Inc. and transfers to noncontrolling interests $ (4,233) $ (595) $ 447 $ (96) |
Redeemable Noncontrolling Interest [Table Text Block] | 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 — (12,289) Granted — — Changes in redemption value (2,000) 2,800 Currency translation adjustments 86 (347) Other (584) — Ending Balance $ 24,639 $ 27,137 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Liability Measured on a Non-recurring Basis | The following table presents certain information for our financial liability that is not measured at fair value on a recurring basis at June 30, 2021 and December 31, 2020: June 30, 2021 December 31, 2020 Carrying Fair Value Carrying Fair Value Liabilities: Senior Notes $ 870,256 $ 882,222 $ 870,256 $ 883,580 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | 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 — (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 June 30, Six Months Ended June 30, 2021 2020 2021 2020 Depreciation and amortization: (Dollars in Thousands) 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 All Other 1,452 1,902 2,989 3,801 Corporate 1,185 236 2,401 468 Total $ 8,005 $ 8,898 $ 16,181 $ 18,104 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) All Other 181 118 242 198 Corporate 554 276 1,184 418 Total $ 6,938 $ 1,039 $ 4,975 $ 4,109 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 |
Basis of Presentation and Rec_2
Basis of Presentation and Recent Developments (Details) $ in Thousands | Jul. 26, 2021USD ($) | Jun. 30, 2021reportable_segment |
Debt [Line Items] | ||
Number of reportable segments | reportable_segment | 3 | |
Subsequent Event [Member] | 7.50% Notes due 2024 | Senior Notes | ||
Debt [Line Items] | ||
Interest rate, stated percentage | 7.50% | |
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 101.625% | |
Repayments of Debt | $ 904,000 | |
Long-term Debt | 884,000 | |
Long-term Debt, Gross | 870,000 | |
Debt Instrument, Unamortized Premium | 14,000 | |
Debt Instrument, Increase, Accrued Interest | $ 20,000 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details Textual) - USD ($) $ in Thousands | Apr. 26, 2021 | Jul. 01, 2020 | Mar. 19, 2020 | Feb. 14, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Aggregate purchase price for noncontrolling interest | $ 20,269 | $ 11,050 | |||||
Deferred acquisition consideration | 67,668 | $ 83,065 | |||||
Redeemable noncontrolling interest, redemptions, value | 0 | $ 12,289 | |||||
Veritas [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Remaining ownership interest acquired | 10.00% | ||||||
Aggregate purchase price for noncontrolling interest | $ 2,187 | ||||||
Deferred cash payment for noncontrolling interest | 1,087 | ||||||
Reduction of noncontrolling and redeemable noncontrolling interest | 2,651 | ||||||
Difference between purchase price and noncontrolling interest recorded in common stock and other paid-in capital | $ 464 | ||||||
Gale | |||||||
Business Acquisition [Line Items] | |||||||
Remaining ownership interest acquired (percent) | 40.00% | ||||||
Aggregate purchase price | $ 20,000 | ||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination | 11,406 | ||||||
Reduction in noncontrolling interests | $ 10,339 | ||||||
KWT Global [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Remaining ownership interest acquired (percent) | 22.50% | ||||||
Aggregate purchase price | $ 2,118 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 7,695 | ||||||
Closing cash payment | 729 | ||||||
Deferred acquisition consideration | 1,389 | ||||||
Redeemable noncontrolling interest, redemptions, value | $ (1,615) | ||||||
Reduction in noncontrolling interests | $ 503 | ||||||
Sloane and Company LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Proceeds from Divestiture of Businesses | $ 26,696 | ||||||
Gain (loss) on disposition of business | $ 16,827 | ||||||
Sloane and Company LLC [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Period of contingent payments expected after disposal | 2 years |
Revenue - Additional Informatio
Revenue - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2021country | |
Non-US And Canada [Member] | |
Disaggregation of Revenue [Line Items] | |
Number of countries in which entity operates | 11 |
Minimum | |
Disaggregation of Revenue [Line Items] | |
Payment period | 30 days |
Termination period | 30 days |
Maximum | |
Disaggregation of Revenue [Line Items] | |
Payment period | 60 days |
Termination period | 90 days |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Services | $ 345,605 | $ 259,677 | $ 653,190 | $ 587,419 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 277,542 | 210,342 | 520,122 | 474,903 |
Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 22,992 | 16,609 | 45,642 | 34,865 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 45,071 | 32,726 | 87,426 | 77,651 |
Food & Beverage | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 62,462 | 46,811 | 117,640 | 104,396 |
Retail | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 33,901 | 32,728 | 64,678 | 69,537 |
Consumer Products | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 48,784 | 34,855 | 94,189 | 74,189 |
Communications | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 19,215 | 16,172 | 36,205 | 38,014 |
Automotive | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 13,945 | 13,020 | 29,574 | 38,212 |
Technology | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 54,810 | 38,846 | 101,200 | 88,341 |
Healthcare | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 37,074 | 23,112 | 68,568 | 46,843 |
Financials | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 24,138 | 19,748 | 48,580 | 43,753 |
Transportation and Travel/Lodging | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | 11,917 | 9,053 | 21,865 | 25,552 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Services | $ 39,359 | $ 25,332 | $ 70,691 | $ 58,582 |
Revenue - Contract Assets and L
Revenue - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Unbilled service fees | $ 73,446 | $ 49,110 |
Unbilled outside vendor costs, billable to clients | 16,793 | 10,552 |
Contract with Customer, Liability, Revenue Recognized | 78,780 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation, amount | 8,033 | |
Advance Billings | ||
Disaggregation of Revenue [Line Items] | ||
Advance billings | 211,248 | 152,956 |
Increase (Decrease) in Contract with Customer, Liability | 58,292 | |
Contract with Customer, Liability, Revenue Recognized | $ 118,934 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation, Percentage | 58.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation, Percentage | 42.00% | |
Accrued Expenses and Other Current Liabilities | ||
Disaggregation of Revenue [Line Items] | ||
Advance billings | $ 118,589 | $ 112,755 |
Increase (Decrease) in Contract with Customer, Liability | $ 5,834 |
Income (Loss) Per Common Shar_2
Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Class of Stock [Line Items] | ||||
Net loss attributable to MDC Partners Inc. | $ 6,106 | $ (595) | $ 11,116 | $ 407 |
Numerator | ||||
Net income (loss) attributable to MDC Partners Inc. common shareholders | 1,655 | (4,104) | 2,576 | (6,542) |
Denominator | ||||
Net income (loss) attributable to MDC Partners Inc. common shareholders - Diluted | $ 1,675 | $ (4,104) | $ 2,602 | $ (6,542) |
Denominator for basic income (loss) per common share - weighted average common shares | 75,078,755 | 72,528,455 | 74,240,447 | 72,463,058 |
Denominator for diluted income (loss) per common share - adjusted weighted shares and assumed conversions | 78,459,483 | 72,528,455 | 77,001,526 | 72,463,058 |
Earnings per share, basic | $ 0.02 | $ (0.06) | $ 0.03 | $ (0.09) |
Earnings per share, diluted | $ 0.02 | $ (0.06) | $ 0.03 | $ (0.09) |
MDC Partners Inc. Shareholders' Deficit | ||||
Class of Stock [Line Items] | ||||
Net loss attributable to MDC Partners Inc. | $ 6,106 | $ 11,116 | ||
Convertible Preference Shares | ||||
Denominator | ||||
Adjustment to net income allocated to convertible preference shares | 20 | $ 0 | 26 | $ 0 |
Series 4 Convertible Preferred Stock | Convertible Preference Shares | ||||
Numerator | ||||
Accretion on and net income allocated to convertible preference shares | (3,798) | (3,509) | (7,522) | (6,949) |
Net income allocated to convertible preference shares | $ (653) | $ 0 | $ (1,018) | $ 0 |
Denominator | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 308,800 | 2,912,436 | 1,653,634 | 2,912,436 |
Income (Loss) Per Common Shar_3
Income (Loss) Per Common Share (Details Textual) - shares | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Contingent Restricted Stock Units (RSUs) | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 2,203,717 | ||||||
Series 4 Convertible Preferred Stock | Convertible Preference Shares | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share (shares) | 308,800 | 2,912,436 | 1,653,634 | 2,912,436 | ||||
Shares outstanding (shares) | 145,000,000 | 145,000,000 | 145,000,000 | 145,000,000 | 145,000,000 | 145,000,000 | 145,000,000 | 145,000,000 |
Convertible preferred stock, common shares issuable upon conversion (shares) | 30,019,307 | 27,733,199 | 30,019,307 | 27,733,199 |
Deferred Acquisition Consider_3
Deferred Acquisition Consideration - Contingent Deferred Acquisition Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Beginning balance of contingent payments | $ 82,802 | $ 74,671 | $ 74,671 | ||
Payments | 44,324 | 46,792 | |||
Redemption value adjustments | $ 6,160 | $ 1,816 | 18,552 | $ (759) | 44,993 |
Additions | 11,406 | 7,703 | |||
Foreign translation adjustment | (768) | 2,227 | |||
Ending balance of contingent payments | 67,668 | 67,668 | 82,802 | ||
Deferred acquisition consideration | 67,668 | 67,668 | 83,065 | ||
Fixed payments | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Deferred acquisition consideration | $ 0 | $ 0 | $ 263 |
Deferred Acquisition Consider_4
Deferred Acquisition Consideration - Impact of Redemption Value Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Business Combinations [Abstract] | |||||
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) | $ 44,993 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)lease | |
Leases [Abstract] | ||
Number of leases not yet commenced | lease | 6 | |
Leases not yet commenced, liability | $ 38,238 | |
Impairment of right-of-use asset and accelerated operating expenses | $ (5,619) |
Leases - Lease Costs and Other
Leases - Lease Costs and Other Quantitative Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 16,898 | $ 18,511 | $ 34,025 | $ 34,902 |
Variable lease cost | 2,328 | 3,573 | 4,921 | 8,228 |
Sublease rental income | (2,311) | (2,892) | (4,875) | (5,697) |
Total lease cost | 16,915 | 19,192 | 34,071 | 37,433 |
Operating cash flows | 17,463 | 17,592 | 34,259 | 35,227 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 620 | $ 30,815 | $ 4,436 | $ 37,934 |
Weighted average remaining lease term (in years) - Operating leases | 7 years 1 month 6 days | 7 years 4 months 24 days | 7 years 1 month 6 days | 7 years 4 months 24 days |
Weighted average discount rate - Operating leases | 10.70% | 10.50% | 10.70% | 10.50% |
Leases - Minimum Future Rental
Leases - Minimum Future Rental Payments (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Leases [Abstract] | |
Remaining 2021 | $ 35,383 |
2022 | 61,205 |
2022 | 56,935 |
2023 | 50,683 |
2024 | 39,640 |
2026 and thereafter | 152,753 |
Total | 396,599 |
Less: Present value discount | (123,388) |
Lease liability | $ 273,211 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt [Line Items] | ||
Revolving credit agreement | $ 88,602 | $ 0 |
Debt Issuance Cost | (23,786) | (27,072) |
Long-term Debt, Excluding Current Maturities | 935,072 | 843,184 |
6.50% Notes due 2024 | Fair Value, Inputs, Level 1 | Senior Notes | ||
Debt [Line Items] | ||
Long-term Debt | $ 870,256 | $ 870,256 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | May 28, 2020 | Jun. 30, 2021 | Dec. 31, 2020 |
Debt [Line Items] | |||
Amount outstanding under the line of credit | $ 88,602,000 | $ 0 | |
Prime Rate | Minimum | |||
Debt [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
Prime Rate | Maximum | |||
Debt [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||
Non-Prime Rate | Minimum | |||
Debt [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||
Non-Prime Rate | Maximum | |||
Debt [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||
6.50% Notes due 2024 | |||
Debt [Line Items] | |||
Interest rate, stated percentage | 7.50% | ||
Senior Notes | 6.50% Notes due 2024 | Fair Value, Inputs, Level 1 | |||
Debt [Line Items] | |||
Long-term Debt | $ 870,256,000 | 870,256,000 | |
Line of Credit [Member] | |||
Debt [Line Items] | |||
Maximum borrowing capacity | 211,500,000 | ||
Letter of Credit | |||
Debt [Line Items] | |||
Maximum borrowing capacity | $ 19,533,000 | $ 18,651,000 |
Noncontrolling and Redeemable_3
Noncontrolling and Redeemable Noncontrolling Interests (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Noncontrolling Interest [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 24,639 | $ 27,137 | $ 36,973 |
Vesting over period [Member] | |||
Noncontrolling Interest [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Fair Value | 16,040 | ||
Termination, disability, or death [Member] | |||
Noncontrolling Interest [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Fair Value | 8,599 | ||
Acquisition Value in excess of Redemption Value [Member] | |||
Noncontrolling Interest [Line Items] | |||
Redeemable Noncontrolling Interest, Equity, Fair Value | $ 0 |
Noncontrolling and Redeemable_4
Noncontrolling and Redeemable Noncontrolling Interests - Changes in Amounts Due to Noncontrolling Interest (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | ||
Beginning balance | $ 20,704 | $ 14,028 |
Income attributable to noncontrolling interests | 21,774 | |
Distributions made | (20,855) | (15,192) |
Other | 165 | 94 |
Ending balance | $ 12,736 | $ 20,704 |
Noncontrolling and Redeemable_5
Noncontrolling and Redeemable Noncontrolling Interests - Changes in Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Noncontrolling Interest [Line Items] | ||||
Net loss attributable to MDC Partners Inc. | $ 6,106 | $ (595) | $ 11,116 | $ 407 |
Business acquisitions and step-up transactions, net of tax | (10,339) | (10,669) | (503) | |
Change from net income (loss) attributable to MDC Partners Inc. and transfers to noncontrolling interests | 4,233 | 595 | (447) | 96 |
MDC Partners Inc. Shareholders' Deficit | ||||
Noncontrolling Interest [Line Items] | ||||
Net loss attributable to MDC Partners Inc. | 6,106 | 11,116 | ||
Business acquisitions and step-up transactions, net of tax | $ (10,339) | $ 0 | $ (10,669) | $ (503) |
Noncontrolling and Redeemable_6
Noncontrolling and Redeemable Noncontrolling Interests - Changes in Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Noncontrolling Interest [Abstract] | ||
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 |
Share Capital (Details Textual)
Share Capital (Details Textual) | Mar. 14, 2019USD ($)$ / sharesshares | Mar. 07, 2017USD ($)$ / shares | Jun. 30, 2021USD ($)vote$ / sharesshares | Jun. 30, 2021USD ($)vote$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares |
Share Capital [Line Items] | |||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ (407,692,000) | $ (407,692,000) | $ (405,583,000) | $ (408,910,000) | $ (184,606,000) | $ (183,944,000) | $ (190,575,000) | ||
Preferred Stock | |||||||||
Share Capital [Line Items] | |||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 98,620,000 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 90,123,000 | 152,746,000 | $ 152,746,000 | $ 152,746,000 | $ 152,746,000 | $ 152,746,000 | $ 152,746,000 | $ 152,746,000 | |
Preferred Stock | Series 4 Convertible Preferred Stock | |||||||||
Share Capital [Line Items] | |||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 95,000 | ||||||||
Preferred Stock, Conversion Price Per Preference Share | $ / shares | $ 7.42 | $ 10 | |||||||
Preferred Stock, Accretion Percentage, Preference | 8.00% | ||||||||
Preferred Stock, Accretion Rate, Preference Per Share | $ / shares | $ 9.20 | ||||||||
Preferred Stock, Accretion of Redemption Discount | $ 5,193,000 | ||||||||
Preferred Stock, Liquidation Preference, Value | $ 133,732,000 | $ 133,732,000 | |||||||
Preferred Stock, Convertible Preference Shares, Convertible at Company's Option, Term | 2 years | 5 years | |||||||
Shares outstanding (shares) | shares | 145,000,000 | 145,000,000 | 145,000,000 | 145,000,000 | 145,000,000 | 145,000,000 | 145,000,000 | ||
Preferred Stock, Conversion Basis, Common Stock Class A Closing Trade Price | 125.00% | ||||||||
Preferred Stock | Series 6 Convertible Preferred Stock | |||||||||
Share Capital [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 50,000 | ||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 50,000,000 | ||||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 1,000 | $ 1,000 | |||||||
Preferred Stock, Conversion Price Per Preference Share | $ / shares | $ 5 | ||||||||
Preferred Stock, Accretion Percentage, Preference | 8.00% | ||||||||
Preferred Stock, Monthly Accretion of Redemption Discount | $ 7.84 | ||||||||
Preferred Stock, Accretion of Redemption Discount | $ 2,329,000 | ||||||||
Preferred Stock, Liquidation Preference, Value | 59,980,000 | 59,980,000 | |||||||
Preferred Stock, Convertible Preference Shares, Convertible at Company's Option, Term | 2 years | 5 years | |||||||
Preferred Stock, Conversion Basis, Common Stock Class A Closing Trade Price | 125.00% | ||||||||
Common Stock and Other Paid-in Capital | |||||||||
Share Capital [Line Items] | |||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 97,783,000 | $ 97,783,000 | $ 106,193,000 | $ 104,367,000 | $ 98,234,000 | $ 99,587,000 | $ 101,469,000 | ||
Common Shares | Common Class A | |||||||||
Share Capital [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 14,285,714 | ||||||||
Proceeds from Issuance of Common Stock | $ 50,000,000 | ||||||||
Shares outstanding (shares) | shares | 77,254,378 | 77,254,378 | 73,529,105 | ||||||
Common stock, voting rights, number of votes per share | vote | 1 | 1 | |||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0 | $ 0 | |||||||
Common Shares | Common Class B | |||||||||
Share Capital [Line Items] | |||||||||
Shares outstanding (shares) | shares | 3,743 | 3,743 | 3,743 | ||||||
Common stock, voting rights, number of votes per share | vote | 20 | 20 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Liabilities: | |||||
Goodwill impairment | $ 13,382 | $ 13,382 | |||
Impairment and other losses | $ 0 | $ 18,840 | $ 875 | 19,001 | |
Impairment of Right-Of-Use Asset And Accelerated Operating Expenses | $ 5,619 | ||||
Measurement Input, Discount Rate | |||||
Liabilities: | |||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.051 | 0.051 | |||
Senior Notes | Reported Value Measurement | |||||
Liabilities: | |||||
Debt Instrument, Fair Value Disclosure | $ 870,256 | $ 870,256 | $ 870,256 | ||
Senior Notes | Estimate of Fair Value Measurement | |||||
Liabilities: | |||||
Debt Instrument, Fair Value Disclosure | 882,222 | 882,222 | 883,580 | ||
6.50% Notes due 2024 | Fair Value, Inputs, Level 1 | Senior Notes | |||||
Liabilities: | |||||
Long term debt, Carrying Amount | $ 870,256 | $ 870,256 | $ 870,256 |
Supplemental Information (Detai
Supplemental Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Asset Impairment Charges | $ 0 | $ 18,840 | $ 875 | $ 19,001 |
Goodwill impairment | 13,382 | 13,382 | ||
Income tax expense (benefit) | 1,387 | (7,923) | 2,689 | 5,577 |
Income (loss) before income taxes and equity in earnings of non-consolidated affiliates | $ 15,875 | $ (4,619) | $ 27,171 | $ 10,674 |
Effective tax rate (percent) | 8.70% | 171.50% | 9.90% | 52.20% |
Supplemental Information - Stat
Supplemental Information - Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||
Revenues | $ 345,605 | $ 259,677 | $ 653,190 | $ 587,419 |
Asset Impairment Charges | 0 | 18,840 | 875 | 19,001 |
Costs and Expenses | 312,962 | 259,579 | 592,880 | 557,994 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | 15,875 | (4,619) | 27,171 | 10,674 |
Income Tax Expense (Benefit) | 1,387 | (7,923) | 2,689 | 5,577 |
Net income (loss) attributable to MDC Partners Inc. common shareholders | $ 1,655 | $ (4,104) | $ 2,576 | $ (6,542) |
Weighted Average Number of Shares Outstanding, Basic | 75,078,755 | 72,528,455 | 74,240,447 | 72,463,058 |
Weighted Average Number of Shares Outstanding, Diluted | 78,459,483 | 72,528,455 | 77,001,526 | 72,463,058 |
Income (Loss) from Continuing Operations, Per Basic Share | $ 0.02 | $ (0.06) | $ 0.03 | $ (0.09) |
Income (Loss) from Continuing Operations, Per Diluted Share | $ 0.02 | $ (0.06) | $ 0.03 | $ (0.09) |
Supplemental Information - Bala
Supplemental Information - Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 426,841 | $ 374,892 | ||||
Goodwill | 671,542 | 668,211 | ||||
Assets | 1,587,178 | 1,511,312 | ||||
Accruals and other liabilities | 250,070 | 274,968 | ||||
Liabilities | 1,970,231 | 1,893,085 | ||||
Accumulated deficit | (698,635) | (709,751) | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (407,692) | $ (405,583) | (408,910) | $ (184,606) | $ (183,944) | $ (190,575) |
Liabilities and Equity | $ 1,587,178 | $ 1,511,312 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | Jan. 01, 2020 | May 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | May 31, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Jan. 31, 2021 |
Related Party Transaction [Line Items] | |||||||||||
Sublease rental income | $ 2,311 | $ 2,892 | $ 4,875 | $ 5,697 | |||||||
Stagwell Subsidiary [Member] | Services Provided By Subisidiary [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to Related Parties | $ 2,000 | ||||||||||
Accounts Payable, Related Parties | 22 | 22 | |||||||||
Stagwell Subsidiary [Member] | Event Management Services | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction, Amounts of Transaction | 456 | ||||||||||
Due from Related Parties | 0 | 0 | |||||||||
Affiliated Entity [Member] | Arrangement To Perform Specialized Digital Strategy, User Experience Design, Analytics, And Reporting | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to Related Parties | $ 1,123 | ||||||||||
Due from (to) from related parties | (659) | (659) | |||||||||
Affiliated Entity [Member] | Arrangement To Perform Website Design And Development Services | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to Related Parties | $ 708 | ||||||||||
Due from (to) from related parties | 0 | 0 | |||||||||
Stagwell Affiliate [Member] | Affiliated Entity [Member] | Arrangement To Perform Programmatic Media, Planning, Buying And Reporting Services | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction, Amounts of Transaction | $ 2,397 | ||||||||||
Due from (to) from related parties | 582 | 582 | |||||||||
Stagwell Affiliate [Member] | Affiliated Entity [Member] | Arrangement To Perform Media Buying Services | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction, Amounts of Transaction | 1,060 | ||||||||||
Due from (to) from related parties | 0 | 0 | |||||||||
Stagwell Affiliate [Member] | Affiliated Entity [Member] | Arrangement To Perform Media, Planning, Buying And Reporting Services [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accounts receivable, related parties, current | $ 6,429 | ||||||||||
Stagwell Affiliate [Member] | Affiliated Entity [Member] | Arrangement To Perform Gathering And Concept Features | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from (to) from related parties | 140 | 140 | |||||||||
Accounts receivable, related parties, current | $ 140 | ||||||||||
Stagwell Affiliate [Member] | Affiliated Entity [Member] | Arrangement To Perform Media Relations Support And Outreach Services | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from (to) from related parties | 180 | 180 | |||||||||
Accounts receivable, related parties, current | $ 190 | ||||||||||
Stagwell Affiliate [Member] | Chief Executive Officer | Arrangement To Perform Media, Planning, Buying And Reporting Services [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from (to) from related parties | 0 | 0 | |||||||||
Accounts receivable, related parties, current | 884 | 884 | |||||||||
Stagwell Affiliate [Member] | Partner Firm | Arrangement To Perform Media, Planning, Buying And Reporting Services [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from (to) from related parties | $ 434 | $ 434 | |||||||||
Accounts receivable, related parties, current | $ 3,291 | ||||||||||
Other Company [Member] | Board of Directors Chairman [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Sublease rental income | $ 8 |
Segment Information (Details 1)
Segment Information (Details 1) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)reportable_segment | Jun. 30, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | reportable_segment | 3 | |||
Revenues | $ 345,605 | $ 259,677 | $ 653,190 | $ 587,419 |
Segment operating income (loss) | 32,643 | 98 | 60,310 | 29,425 |
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 |
Net income (loss) attributable to MDC Partners Inc. common shareholders | 1,655 | (4,104) | 2,576 | (6,542) |
Asset Impairment Charges | 0 | (18,840) | (875) | (19,001) |
Depreciation, Depletion and Amortization, Nonproduction | 8,005 | 8,898 | 16,181 | 18,104 |
Stock-based compensation | (6,938) | (1,039) | (4,975) | (4,109) |
Proceeds from (Payments to) Noncontrolling Interests | (463) | (1,079) | (472) | (1,065) |
Deferred acquisition consideration | (5,612) | (2,312) | (17,297) | 2,288 |
Other Operating Income | (6,619) | (3,895) | (12,104) | (6,311) |
Adjusted EBITDA | 60,280 | 36,161 | 112,214 | 75,727 |
Capital Expenditures, Incurred, Paid and Not Yet Paid | 1,567 | 2,143 | 2,083 | 3,689 |
Series 4 Convertible Preferred Stock [Domain] | Convertible Preference Shares | ||||
Segment Reporting Information [Line Items] | ||||
Accretion on and net income allocated to convertible preference shares | 4,451 | 8,540 | ||
All Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 66,618 | 54,993 | 123,883 | 133,349 |
Depreciation, Depletion and Amortization, Nonproduction | 1,452 | 1,902 | 2,989 | 3,801 |
Stock-based compensation | (181) | (118) | (242) | (198) |
Adjusted EBITDA | 8,231 | 6,884 | 14,273 | 16,788 |
Capital Expenditures, Incurred, Paid and Not Yet Paid | 188 | 132 | 322 | 456 |
Media And Data Network | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 37,517 | 28,551 | 74,300 | 69,609 |
Depreciation, Depletion and Amortization, Nonproduction | 457 | 807 | 929 | 1,615 |
Stock-based compensation | (63) | (4) | (84) | 9 |
Adjusted EBITDA | 6,895 | 892 | 11,976 | 2,679 |
Capital Expenditures, Incurred, Paid and Not Yet Paid | 431 | 112 | 495 | 197 |
Integrated Networks - Group A | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 117,984 | 82,735 | 220,370 | 173,356 |
Depreciation, Depletion and Amortization, Nonproduction | 1,322 | 1,566 | 2,616 | 3,307 |
Stock-based compensation | (4,756) | 105 | (1,128) | (1,856) |
Adjusted EBITDA | 27,250 | 17,206 | 49,712 | 33,507 |
Capital Expenditures, Incurred, Paid and Not Yet Paid | 655 | 208 | 930 | 566 |
Integrated Networks - Group B | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 123,486 | 93,398 | 234,637 | 211,105 |
Depreciation, Depletion and Amortization, Nonproduction | 3,589 | 4,387 | 7,246 | 8,913 |
Stock-based compensation | (1,384) | (746) | (2,337) | (1,646) |
Adjusted EBITDA | 26,544 | 16,387 | 52,413 | 33,523 |
Capital Expenditures, Incurred, Paid and Not Yet Paid | 271 | (272) | 484 | 205 |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation, Depletion and Amortization, Nonproduction | 1,185 | 236 | 2,401 | 468 |
Stock-based compensation | (554) | (276) | (1,184) | (418) |
Adjusted EBITDA | (8,640) | (5,208) | (16,160) | (10,770) |
Capital Expenditures, Incurred, Paid and Not Yet Paid | $ 22 | $ 1,963 | $ (148) | $ 2,265 |